VARIABLE ANNUITY ACCOUNT B OF AETNA LIFE INS & ANNUITY CO
485BPOS, 1997-08-14
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[Aetna Letterhead]
[Aetna Logo]                                   151 Farmington Avenue
                                               Hartford, CT 06156



                                             Julie E. Rockmore
                                             Counsel
                                             Law Division, RE4A
August 14, 1997                              Investments & Financial Services
                                             (860) 273-4686
                                             Fax: (860) 273-8340

Securities and Exchange Commission
450 Fifth Street
Washington, DC  20549

Attention:  Filing Desk

Re:  Aetna Life Insurance and Annuity Company and its
     Variable Annuity Account B
     Post-Effective Amendment No. 8 to Registration Statement on Form N-4
     Prospectus Title: Aextra Assets - Individual Variable Annuity
     Contracts Made Available to Individuals Who Wish to Supplement their 
     Retirement Income
     File Nos. 33-76002 and 811-2512

Dear Sir or Madam:

On behalf of Aetna Life Insurance and Annuity Company (the "Depositor") and
under the Securities Act of 1933 (the "1933 Act"), we are submitting for filing
under Rule 485(b) of the 1933 Act, Post-Effective Amendment No. 8 to the
Registration Statement on Form N-4 with respect to the Aextra Assets -
Individual Variable Annuity Contracts Made Available to Individuals Who Wish to
Supplement their Retirement Income (the "Contracts"). The Contracts are funded
through the Depositor's Variable Annuity Account B. This filing is being
submitted electronically.

We have been authorized to file this Post-Effective Amendment under Rule
485(b)(1)(ix) pursuant to a written request by us to Ms. Susan Nash dated July
17, 1997 (the "485(b) Request") that was orally granted by Ms. Megan Dunphy.

The purpose of this filing is (i) to disclose the substitution of certain fund
options and the closing of a fund option as described in the 485(b) Request;
(ii) to bring the Prospectus and Statement of Additional Information up to date
to reflect year-end 1996 financial information and other non-material changes
that would normally have been provided in an annual update; and (iii) to include
certain exhibits that were previously filed in paper format.

Please note that the Contracts are no longer offered for sale and the Depositor
has relied on the SEC no-action letter issued to the Great West Life & Annuity
Insurance Company; Pinnacle Series Account (pub. avail. Oct. 23, 1990), as the
basis for its determination not to file an annual update effective May 1, 1997.

As counsel to the Registrant, I have reviewed the enclosed Post-Effective
Amendment No. 8 which is being filed under Rule 485(b) of the 1933 Act. Pursuant
to Rule 485(b)(4), I hereby represent that, other than any items referenced in
the 485(b) Request, the enclosed Post-Effective Amendment No. 8 does not contain
any disclosure which would render it ineligible to become effective under Rule
485(b)(1).

If you have any questions, please call the undersigned at 860-273-4686 or Kate
Johnson at 860-273-0261.

Sincerely,
/s/ Julie E. Rockmore
Julie E. Rockmore


<PAGE>



As filed with the Securities and Exchange             Registration No. 33-76002
Commission on August 14, 1997                         Registration No. 811-2512

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM N-4

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

                        POST-EFFECTIVE AMENDMENT NO. 8 TO
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                and Amendment to

         REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

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

     Variable Annuity Account B of Aetna Life Insurance and Annuity Company

                    Aetna Life Insurance and Annuity Company

            151 Farmington Avenue, RE4A, Hartford, Connecticut 06156

        Depositor's Telephone Number, including Area Code: (860) 273-4686

                           Julie E. Rockmore, Counsel
                    Aetna Life Insurance and Annuity Company
            151 Farmington Avenue, RE4A, Hartford, Connecticut 06156
                     (Name and Address of Agent for Service)

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

It is proposed that this filing will become effective:

       [ ]  immediately upon filing pursuant to paragraph (b) of Rule 485

       [X]  on August 21, 1997 pursuant to paragraph (b) of Rule 485


Pursuant to Rule 24f-2 under the Investment Company Act of 1940, Registrant has
registered an indefinite number of securities under the Securities Act of 1933.
Registrant filed a Rule 24f-2 Notice for the fiscal year ended December 31, 1996
on February 28, 1997.


<PAGE>



                           VARIABLE ANNUITY ACCOUNT B
                              CROSS REFERENCE SHEET

<TABLE>
<CAPTION>
                                                         LOCATION - PROSPECTUS DATED MAY 1, 1996
FORM N-4                                                   AND AS AMENDED BY SUPPLEMENT DATED
ITEM NO.           PART A (PROSPECTUS)                     AUGUST 21, 1997

<S>  <C>                                                 <C>
 1   Cover Page ......................................   Cover Page, and as amended

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

 3   Synopsis ........................................   Prospectus Summary; Fee Table, and as
                                                         amended

 4   Condensed Financial Information .................   Condensed Financial Information, and as
                                                         amended

 5   General Description of Registrant, Depositor,       The Company, and as amended; Variable
     and Portfolio Companies .........................   Annuity Account B; The Funds, and as
                                                         amended

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

 7   General Description of Variable
     Annuity Contracts ...............................   Contract Rights; Miscellaneous

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

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

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

11   Redemptions .....................................   Contract Rights - Withdrawals; Right to
                                                         Cancel

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

13   Legal Proceedings ...............................   Miscellaneous - Legal Proceedings

14   Table of Contents of the Statement of Additional    Statement of Additional Information -
     Information .....................................   Table of Contents, and as amended


<PAGE>


FORM N-4                                                 LOCATION - STATEMENT OF ADDITIONAL
ITEM NO.  ART B (STATEMENT OF ADDITIONAL INFORMATION)    INFORMATION DATED AUGUST 21, 1997

15   Cover Page ......................................   Cover Page

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

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

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

19   Purchase of Securities Being Offered ............   Offering and Purchase of Contracts

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

21   Calculation of Performance Data .................   Performance Data; Average Annual Total
                                                         Return Quotations

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

23   Financial Statements ............................   Financial Statements
</TABLE>

                           Part C (Other Information)
                           --------------------------

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


<PAGE>

                                     PART A

The Prospectus is incorporated into Part A of this Post-Effective Amendment
No. 8 by reference to Post-Effective Amendment No. 4 to the Registration
Statement on Form N-4 (File No. 33-76002), as filed electronically on April
12, 1996.

<PAGE>

                   Supplement to Prospectus Dated May 1, 1996
                    Aetna Life Insurance and Annuity Company
                           Variable Annuity Account B
                                  AEXTRA ASSETS

This Supplement incorporates the information included in the June 21, 1996
Supplement and further amends the May 1, 1996 Prospectus as follows:

The following information relates to upcoming changes in available Funds:

The following Funds will be replaced with the designated Substitute Funds after
the close of business of the New York Stock Exchange on November 26, 1997:


<TABLE>
<CAPTION>
           Replaced Fund                                       Substitute Fund
<S>                                          <C>
Scudder Variable Life Investment Fund--      Portfolio Partners Scudder International Growth Portfolio
 International Portfolio Class A Shares
Alger American Small Cap Portfolio           Portfolio Partners MFS Emerging Equities Portfolio
American Century VP Capital Appreciation     Portfolio Partners MFS Research Growth Portfolio
 (Formerly TCI Growth)
Neuberger & Berman Growth Portfolio          Portfolio Partners MFS Value Equity Portfolio
</TABLE>

The following Fund will be removed from the list of Funds as of the close of
business of the New York Stock Exchange on November 26, 1997, since it will be
closed to new investments after that date (except reinvested dividends and
capital gains earned on amounts already invested in the Fund through the
Separate Account):

                                Closed

Lexington Natural Resources Trust








                      SUBJECT TO COMPLETION OR AMENDMENT


INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SUPPLEMENT SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF ANY OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY
SUCH STATE.

                The Date of this Supplement is August 21, 1997

Form No. X76002-97

<PAGE>

Fee Table - 3
The table on Annual Expenses of the Funds is amended for periods after November
26, 1997, by deleting the Replaced Funds and the Closed Fund and adding the
following Substitute Funds:

<TABLE>
<CAPTION>
                                                              Investment                            Total
                                                              Advisory Fees      Other Expenses     Annual
                                                              (after expense     (after expense     Fund
                                                              reimbursement)     reimbursement)     Expenses
<S>                                                               <C>                <C>            <C>
Portfolio Partners Scudder International Growth Portfolio         0.80%              0.20%          1.00%(1)
Portfolio Partners MFS Emerging Equities Portfolio                0.70%(2)           0.13%          0.83%(1)
Portfolio Partners MFS Research Growth Portfolio                  0.70%(2)           0.15%          0.85%(1)
Portfolio Partners MFS Value Equity Portfolio                     0.65%              0.25%          0.90%(1)
</TABLE>

(1) The Company has agreed to reimburse the Fund for expenses and/or waive its
    fees so that the aggregate expenses will not exceed this amount through
    April 30, 1999. Without such reimbursements or waivers, Total Annual Fund
    Expenses are estimated to be as follows: 1.00% for the Scudder International
    Growth Portfolio; .87% for the MFS Emerging Equities Portfolio; .92% for the
    MFS Research Growth Portfolio; and .90% for the MFS Value Equity Portfolio.
(2) The advisory fee is .70% of the first $500 million in assets and .65% on the
    excess.


Fee Table - 4
The hypothetical illustrations in Fee Table - 4 are amended by deleting all
information with respect to the Replaced Funds and the Closed Fund for periods
after November 26, 1997 and adding the following:

<TABLE>
<CAPTION>
                                                              1 year     3 yrs     5 yrs     10 yrs
                                                              --------   -------   -------   -------
<S>                                                            <C>       <C>         <C>       <C>
Portfolio Partners Scudder International Growth Portfolio      $23       $72         $123      $263
Portfolio Partners MFS Emerging Equities Portfolio             $22       $67         $114      $246
Portfolio Partners MFS Research Growth Portfolio               $22       $67         $115      $248
Portfolio Partners MFS Value Equity Portfolio                  $22       $69         $118      $253
</TABLE>

Prospectus, Page 2:
In the Section, The Funds, the Substitute Funds will take the place of the
Replaced Funds after the close of business of the New York Stock Exchange on
November 26, 1997. Any amounts allocated to the Replaced Funds will
automatically be allocated to the Substitute Funds after that date. Information
about the Closed Fund will be deleted after November 26, 1997, since it will not
be eligible for the deposit of any new payments or transfers from other Funds.
The following will be added:

Portfolio Partners Scudder International Growth Portfolio seeks long-term growth
of capital primarily through a diversified portfolio of marketable foreign
equity securities.

Portfolio Partners MFS Emerging Equities Portfolio seeks long-term growth of
capital by investing primarily in common stocks issued by companies that its
subadviser believes are early in their life cycle but which have the potential
to become major enterprises (emerging growth companies).

Portfolio Partners MFS Research Growth Portfolio seeks long-term growth of
capital and future income by investing primarily in common stocks or securities
convertible into common stocks issued by companies that the subadviser believes
to possess better-than-average prospects for long-term growth, and, to a lesser
extent, in income-producing securities including bonds and preferred stock.

Portfolio Partners MFS Value Equity Portfolio seeks capital appreciation by
investing primarily in common stocks.

Aetna Life Insurance and Annuity Company serves as the investment adviser to
each Portfolio. Scudder, Stevens & Clark, Inc. serves as the subadviser to the
Scudder International Growth Portfolio, and Massachusetts Financial Services
Company serves as the subadviser to the MFS Emerging Equities, MFS Research
Growth and MFS Value Equity Portfolios.

The following information reflects updated financial and other information about
the Company and about the Funds currently available under the Contracts as of
the date of this Supplement. As described above, some of the Funds referenced
below will be replaced or closed in November 1997.

Cover:
The name of TCI Growth (a Twentieth Century fund) is replaced throughout the
prospectus with its new name: American Century VP Capital Appreciation.


<PAGE>

The second line of the sixth paragraph, is amended to read as follows:
"Additional information about the Separate Account is contained in a Statement
of Additional Information ("SAI") dated August 21, 1997 which has been filed
with the Securities and Exchange Commission and is incorporated herein by
reference."

The following paragraph is added as paragraph seven on the cover page of the
Prospectus:

 THIS PROSPECTUS, THE STATEMENT OF ADDITIONAL INFORMATION AND OTHER INFORMATION
  ABOUT THE SEPARATE ACCOUNT REQUIRED TO BE FILED WITH THE SECURITIES AND
  EXCHANGE COMMISSION (SEC) CAN BE FOUND IN THE SEC'S WEB SITE AT
  http://www.sec.gov.

Fee Table - 3:
The table on Annual Expenses of the Funds is deleted and replaced with the
following:


FUND ANNUAL EXPENSES

The following table illustrates the advisory fees and other expenses applicable
to the Funds. Except as noted, these figures are a percentage of each Fund's
average net assets and are based on figures for the year ended December 31,
1996. A Fund's "Other Expenses" include operating costs of the Fund. These
expenses are reflected in the Fund's net asset value and are not deducted from
the Contract Value under the Contract.

<TABLE>
<CAPTION>
                                                   Investment           Other
                                                   Advisory Fees(1)     Expenses
                                                   (after expense       (after expense     Total Fund
                                                   reimbursement)       reimbursement)     Annual Expenses
<S>                                                     <C>                 <C>                <C>
Aetna Variable Fund(2)                                  0.50%               0.06%              0.56%
Aetna Income Shares(2)                                  0.40%               0.08%              0.48%
Aetna Variable Encore Fund(2)                           0.25%               0.10%              0.35%
Aetna Investment Advisers Fund, Inc.(2)                 0.50%               0.08%              0.58%
Alger American Small Cap Portfolio                      0.85%               0.03%              0.88%
American Century VP Capital Appreciation(3)             1.00%               0.00%              1.00%
Janus Aspen Aggressive Growth Portfolio(4)              0.72%               0.04%              0.76%
Janus Aspen Flexible Income Portfolio                   0.65%               0.19%              0.84%
Lexington Natural Resources Trust                       1.00%               0.42%              1.42%
Neuberger & Berman Growth Portfolio(5)                  0.83%               0.09%              0.92%
Scudder International Portfolio Class A Shares          0.86%               0.19%              1.05%
</TABLE>

(1) Certain of the unaffiliated Fund advisers reimburse the Company for
    administrative costs incurred in connection with administering the Funds as
    variable funding options under the Contract. These reimbursements are paid
    out of the investment advisory fees and are not charged to investors.
(2) The Company provides administrative services to the Fund and assumes the
    Fund's ordinary recurring direct costs under an Administrative Services
    Agreement. The new Administrative Services Agreement became effective on May
    1, 1996 for Aetna Variable Fund, Aetna Income Shares, Aetna Variable Encore
    Fund, and Aetna Investment Advisers Fund, Inc. Therefore, the "Other
    Expenses" shown are not based on actual figures for the year ended December
    31, 1996, but reflect the fee payable under that Agreement.
    Effective August 1, 1996, Investment Advisory Fees were increased for Aetna
    Variable Fund, Aetna Income Shares, and Aetna Investment Advisers Fund, Inc.
    The Advisory Fees shown above are not based on actual figures for the year
    ended December 31, 1996, but reflect the increased Investment Advisory Fees.
(3) The Portfolio's investment adviser pays all expenses of the Portfolio except
    brokerage commissions, taxes, interest, fees and expenses of the
    non-interested person directors (including counsel fees) and extraordinary
    expenses. These expenses have historically represented a very small
    percentage (less than 0.01%) of total net assets in a fiscal year.
(4) The fees and expenses shown above are based on gross expenses of the Shares
    before expense offset arrangements for the fiscal year ended December 31,
    1996. The information for the Portfolio is net of fee waivers or reductions
    from Janus Capital. Fee reductions for the Aggressive Growth Portfolio
    reduce the management fee to the level of the corresponding Janus retail
    fund. Other waivers, if applicable, are first applied against the management
    fee and then against other expenses. Without such waivers or reductions, the
    Management Fee, Other Expenses and Total Fund Annual Expenses would have
    been 0.79%, 0.04% and 0.83% for Aggressive Growth Portfolio. Janus Capital
    may modify or terminate the waivers or reductions at any time upon at least
    90 days' notice to the Portfolio's Board of Trustees.
(5) Neuberger & Berman Advisers Management Trust is divided into portfolios
    ("Portfolios"), each of which invests all of its net investable assets in a
    corresponding series ("Series") of Advisers Managers Trust. The figures
    reported under "Investment Advisory Fees" include the aggregate of the
    administration fees paid by the Portfolio and the management fees paid by
    its corresponding Series. Similarly, "Other Expenses" includes all other
    expenses of the Portfolio and its corresponding Series.

<PAGE>

Fee Table - 4: 
The Hypothetical Illustration (Example) is deleted and replaced with the 
following:


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.

Assuming a 5% annual return on assets, you would have paid the following
expenses on a $1,000 investment whether or not you withdraw or annuitize your
contract at the end of the applicable time period:(1)

<TABLE>
<CAPTION>
                                                   1 year    3 yrs     5 yrs     10 yrs
                                                   ------   -------   -------   -------
<S>                                                 <C>       <C>       <C>       <C>
Aetna Variable Fund                                 $19       $58       $100      $217
Aetna Income Shares                                 $18       $56       $ 96      $209
Aetna Variable Encore Fund                          $17       $52       $ 89      $195
Aetna Investment Advisers Fund, Inc.                $19       $59       $101      $220
Alger American Small Cap Portfolio                  $22       $68       $117      $251
American Century VP Capital Appreciation            $23       $72       $123      $263
Janus Aspen Aggressive Growth Portfolio             $21       $64       $111      $238
Janus Aspen Flexible Income Portfolio               $22       $67       $115      $247
Lexington Natural Resources Trust                   $27       $84       $144      $305
Neuberger & Berman Growth Portfolio                 $22       $69       $119      $255
Scudder International Portfolio Class A Shares      $24       $73       $125      $268
</TABLE> 

(1) The illustration reflects the $15.00 annual maintenance fee as an annual
    charge of 0.045% of assets.

<PAGE>

AUV History 1 and 2: 
The Condensed Financial Information is deleted and replaced with the following:


                         CONDENSED FINANCIAL INFORMATION


    (Selected data for accumulation units outstanding throughout each period)
- --------------------------------------------------------------------------------
The condensed financial information presented below for each of the years in the
ten-year period ended December 31, 1996 (as applicable), is derived from the
financial statements of the Account, which financial statements have been
audited by KPMG Peat Marwick LLP, independent auditors. The financial statements
and the independent auditors' report thereon are included in the Statement of
Additional Information.



<TABLE>
<CAPTION>
                                    1996         1995            1994             1993
                                ------------  ----------     ------------      ---------
<S>                            <C>            <C>            <C>                <C>
AETNA VARIABLE FUND          
Value at beginning of period      $13.972        $10.698        $10.940         $10.378
Value at end of period            $17.173        $13.972        $10.698         $10.940
Increase (decrease) in value of                                                 
 accumulation unit(1)               22.91%         30.61%         (2.21)%          5.41%
Number of accumulation units                                                    
 outstanding at end of period  15,372,944     30,554,957     11,117,383         879,670
AETNA INCOME SHARES                                                             
Value at beginning of period      $12.212        $10.457        $11.006         $10.160
Value at end of period            $12.493        $12.212        $10.457         $11.006
Increase (decrease) in value of                                                 
 accumulation unit(1)                2.30%         16.78%         (4.99)%          8.33%
Number of accumulation units                                                    
 outstanding at end of period   1,947,629      4,853,662      1,988,960         166,913
AETNA VARIABLE ENCORE FUND                                                      
Value at beginning of period      $11.007        $10.509        $10.223         $10.031
Value at end of period            $11.453        $11.007        $10.509         $10.223
Increase (decrease) in value of                                                 
 accumulation unit(1)                4.05%          4.73%          2.79%           1.91%
Number of accumulation units                                                    
 outstanding at end of period   1,984,269      4,354,272      1,822,449          90,782
AETNA INVESTMENT ADVISERS FUND, INC.        
Value at beginning of period      $13.803        $10.971        $11.164         $10.286
Value at end of period            $15.698        $13.803        $10.971         $11.164
Increase (decrease) in value of                                                 
 accumulation unit(1)               13.73%         25.81%         (1.73)%          8.54%
Number of accumulation units                                                    
 outstanding at end of period   3,885,730      6,430,772      3,541,703         318,711
ALGER AMERICAN SMALL CAP PORTFOLIO                                              
Value at beginning of period      $13.714        $ 9.622        $10.307         $10.000(7)
Value at end of period            $14.109        $13.714         $9.622         $10.307
Increase (decrease) in value of                                             
 accumulation unit(1)                2.88%         42.52%         (6.64)%          3.07%
Number of accumulation units                
 outstanding at end of period     881,881      1,364,901         441,809         31,855
AMERICAN CENTURY VP CAPITAL APPRECIATION*  
Value at beginning of period      $14.091        $10.883         $11.159        $10.232
Value at end of period            $13.298        $14.091         $10.883        $11.159
Increase (decrease) in value of                                  
 accumulation unit(1)               (5.63)%        29.47%          (2.48)%         9.06%
Number of accumulation units                                     
 outstanding at end of period   1,337,306      2,735,782       1,123,366        261,107
JANUS ASPEN AGGRESSIVE GROWTH PORTFOLIO                          
Value at beginning of period      $12.992        $10.319         $10.000(9)
Value at end of period            $13.850        $12.992         $10.319
Increase (decrease) in value of                                  
 accumulation unit(1)                6.60%         25.91%           3.19%
Number of accumulation units                                     
 outstanding at end of period     590,904        723,839         131,702
JANUS ASPEN FLEXIBLE INCOME PORTFOLIO                            
Value at beginning of period      $12.094        $ 9.886         $10.000(9)
Value at end of period            $13.040        $12.094          $9.886
Increase (decrease) in value of                                  
 accumulation unit(1)                 7.83%         22.33%         (1.14)%
Number of accumulation units                                     
 outstanding at end of period       96,128         84,048         15,893
LEXINGTON NATURAL RESOURCES TRUST                                
Value at beginning of period       $10.479         $9.079         $9.716       $10.000(10)
Value at end of period             $13.132        $10.479         $9.079        $9.716
Increase (decrease) in value of                             
 accumulation unit(1)                25.31%         15.42%          (6.56)%       (2.84)%
Number of accumulation units
 outstanding at end of period      115,869        162,462         141,076        27,908





                                    1992           1991           1990           1989        1988           1987
                                ------------    ----------     ----------      ---------    --------      -------
<S>                                <C>          <C>               <C>           <C>         <C>          <C>
AETNA VARIABLE FUND
Value at beginning of period       $84.249        $67.496         $66.174       $51.900      $45.839       $43.994
Value at end of period             $10.378(2)     $84.249         $67.496       $66.174      $51.900       $45.839
Increase (decrease) in value of                                                                          
 accumulation unit(1)                     (2)       24.82%           2.00%        27.50%       13.22%         4.19%
Number of accumulation units                                                                             
 outstanding at end of period        3,107        908,777         810,126       831,547      887,039     1,020,744
AETNA INCOME SHARES                                                                                      
Value at beginning of period       $37.815        $32.066         $29.752       $26.291      $24.734       $23.888
Value at end of period             $10.160(3)     $37.815         $32.066       $29.752      $26.291       $24.734
Increase (decrease) in value of                                                                          
 accumulation unit(1)                     (3)       17.93%           7.78%        13.16%       6.29%          3.54%
Number of accumulation units                                                                             
 outstanding at end of period        4,196        427,893         358,454       366,176     383,856        377,078
AETNA VARIABLE ENCORE FUND                                                                               
Value at beginning of period       $34.122        $32.431         $30.285       $28.029     $26.401        $25.028
Value at end of period             $10.031(4)     $34.122         $32.431       $30.285     $28.029        $26.401
Increase (decrease) in value of                                                                          
 accumulation unit(1)                     (4)        5.21%           7.09%         8.05%       6.17%          5.49%
Number of accumulation units                                                                             
 outstanding at end of period        2,808        548,425         722,438       653,619     720,726        898,557
AETNA INVESTMENT ADVISERS FUND, INC.                                                                  
Value at beginning of period       $12.717        $10.882         $10.423       $10.000(5)
Value at end of period             $10.286(6)     $12.717         $10.882       $10.423
Increase (decrease) in value of                                                 
 accumulation unit(1)                     (6)       16.86%           4.40%         4.23%
Number of accumulation units                                                    
 outstanding at end of period        6,537      1,324,822         984,798       639,219
ALGER AMERICAN SMALL CAP PORTFOLIO 
Value at beginning of period 
Value at end of period Increase 
 (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
AMERICAN CENTURY VP CAPITAL APPRECIATION*
Value at beginning of period       $10.000(8)
Value at end of period             $10.232
Increase (decrease) in value of
 accumulation unit(1)                 2.32%
Number of accumulation units
 outstanding at end of period        4,284
JANUS ASPEN AGGRESSIVE GROWTH PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period 
JANUS ASPEN FLEXIBLE INCOME PORTFOLIO 
Value at beginning of period 
Value at end of period 
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period 
LEXINGTON NATURAL RESOURCES TRUST 
Value at beginning of period 
Value at end of period 
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
</TABLE>


<PAGE>

                 CONDENSED FINANCIAL INFORMATION (continued)
- --------------------------------------------------------------------------------



<TABLE>
<CAPTION>
                                     1996         1995          1994        1993           1992
                                  --------      --------      --------      -------     -----------
<S>                                <C>           <C>           <C>          <C>         <C>
NEUBERGER & BERMAN GROWTH PORTFOLIO
Value at beginning of period       $15.871       $12.199       $12.990      $10.123     $10.000(11)
Value at end of period             $17.105       $15.871       $12.199      $12.990     $10.123
Increase (decrease) in value of                                                         
 accumulation unit(1)                 7.78%        30.10%        (6.09)%     28.32%       1.23%
Number of accumulation units                                                            
 outstanding at end of period      320,078       526,542       228,370       71,556       2,275
SCUDDER INTERNATIONAL PORTFOLIO                                                         
 CLASS A SHARES                                                                         
Value at beginning of period       $14.674       $13.372       $13.654      $10.051     $10.000(11)
Value at end of period             $16.633       $14.674       $13.372      $13.654     $10.051
Increase (decrease) in value of                                                         
 accumulation units(1)               13.35%         9.74%        (2.07)%      35.85%       0.51%
Number of accumulation units                                                            
 outstanding at end of period      472,099       720,017       652,630      144,303         324
</TABLE>                               

- ----------
(1) The above figures are calculated by subtracting the beginning Accumulation
    Unit value from the ending Accumulation Unit value during a calendar year,
    and dividing the result by the beginning Accumulation Unit value. These
    figures do not reflect the deferred sales charges or the fixed dollar annual
    maintenance fee, if any. Inclusion of these charges would reduce the
    investment results shown.
(2) The Accumulation Unit value was converted to $10.000 on November 2, 1992
    upon the commencement of a new administrative system. Immediately prior to
    that date, the Accumulation Unit value of the Fund was $85.546. On the date
    of conversion, additional units were issued so that account values were not
    changed as a result of the conversion. The percentage change in the
    Accumulation Unit value from the beginning of the year to the date of
    conversion was 1.54%; the percentage change in the Accumulation Unit value
    from the date of conversion to the end of the year was 3.78%.
(3) The Accumulation Unit value was converted to $10.000 on November 2, 1992
    upon the commencement of a new administrative system. Immediately prior to
    that date, the Accumulation Unit value of the Fund was $39.496. On the date
    of conversion, additional units were issued so that account values were not
    changed as a result of the conversion. The percentage change in the
    Accumulation Unit value from the beginning of the year to the date of
    conversion was 4.45%; the percentage change in the Accumulation Unit value
    from the date of conversion to the end of the year was 1.60%.
(4) The Accumulation Unit value was converted to $10.000 on November 2, 1992
    upon the commencement of a new administrative system. Immediately prior to
    that date, the Accumulation Unit value of the Fund was $34.828. On the date
    of conversion, additional units were issued so that account values were not
    changed as a result of the conversion. The percentage change in the
    Accumulation Unit value from the beginning of the year to the date of
    conversion was 2.07%; the percentage change in the Accumulation Unit value
    from the date of conversion to the end of the year was 0.31%.
(5) The initial Accumulation Unit value was established at $10.000 on June 23,
    1989, the date on which the Fund commenced operations.
(6) The Accumulation Unit value was converted to $10.000 on November 2, 1992
    upon the commencement of a new administrative system. Immediately prior to
    that date, the Accumulation Unit value of the Fund was $12.991. On the date
    of conversion, additional units were issued so that account values were not
    changed as a result of the conversion. The percentage change in the
    Accumulation Unit value from the beginning of the year to the date of
    conversion was 2.15%; the percentage change in the Accumulation Unit value
    from the date of conversion to the end of the year was 2.86%.
(7) The initial Accumulation Unit value was established at $10.000 on September
    17, 1993, the date on which the Portfolio became available under the
    Contract.
(8) The initial Accumulation Unit value was established at $10.000 on August 21,
    1992, the date on which the Fund became available under the Contract. 
(9) The initial Accumulation Unit value was established at $10.000 during
    October 1994, when the funds were first received in this option. 
(10)The initial Accumulation Unit value was established at $10.000 on May 26,
    1993, the date on which the Fund became available under the Contract.
(11)The initial Accumulation Unit value was established at $10.000 on November
    2, 1992, the date on which the Fund/Portfolio became available under the
    Contract. 
  * Formerly TCI Portfolios, Inc. - TCI Growth

<PAGE>

Prospectus, Page 2: 
In the Section, The Company, the second paragraph is deleted and replaced with
the following:

The Company is a wholly owned subsidiary of Aetna Retirement Holdings, Inc.,
which is in turn a wholly owned subsidiary of Aetna Retirement Services, Inc.
and an indirect wholly owned subsidiary of Aetna Inc.

In the Section, The Funds, the fund description for Alger American Fund - Alger
American Small Capitalization Portfolio is deleted and replaced with the
following:

Alger American Fund - Alger American Small Capitalization Portfolio seeks
long-term capital appreciation. Except during temporary defensive periods, the
Portfolio invests at least 65% of its total assets in equity securities of
companies that, at the time of purchase of such securities, have total market
capitalization within the range of companies included in the Russell 2000 Growth
Index ("Russell Index") and the S&P SmallCap 600 Index ("S&P" Index), updated
quarterly. As of March 31, 1997, the range of market capitalization of the
companies in the Russell Index was $10 million to $1.94 billion; the range of
market capitalization of the companies in the S&P Index at that date was $32
million to $2.58 billion. The combined range was $10 million to $2.58 billion.

In the Section, The Funds, the final sentence in the description of Janus Aspen
Series - Aggressive Growth Portfolio is updated as follows:

Medium-sized companies are those whose market capitalizations fall within the
range of companies in the S&P MidCap 400 Index, which as of December 30, 1996
included companies with capitalizations between approximately $192 million and
$6.5 billion, but which is expected to change on a regular basis.

In the Section, The Funds, the fund description for Neuberger & Berman Advisers
Management Trust - Growth Portfolio is deleted and replaced with the following:

Neuberger & Berman Advisers Management Trust - Growth Portfolio seeks capital
growth without regard to income through investments in common stocks of
companies believed to be undervalued and have above-average potential for
capital appreciation. The Portfolio is heavily diversified among a number of
stocks to limit risk.

The Investment Adviser for Aetna Variable Fund, Aetna Income Shares, Aetna
Variable Encore Fund and Aetna Investment Advisers Fund, Inc. is Aetna Life
Insurance and Annuity Company. Aeltus Investment Management, Inc. is
subadviser. The Investment Adviser for American Century VP Capital Appreciation
is American Century Investment Management, Inc.

Prospectus, Page 3:
The following sentence is added immediately preceding the Fund Investment
Advisers Section:

Additional Prospectuses and Statements of Additional Information for this
Prospectus and for each of the Funds can be obtained from the Company's Home
Office at the address and telephone number listed on the cover page of the
Prospectus.

Prospectus, Page 13:
The Section, Legal Matters, is deleted and replaced with the following:

Legal Matters
The validity of the securities offered by this Prospectus has been passed upon
by Counsel to the Company.

In the Section, Contents of the Statement of Additional Information, the heading
"Dollar-Cost Averaging" is deleted.

Form No. X76002-97


<PAGE>
- --------------------------------------------------------------------------------
                           VARIABLE ANNUITY ACCOUNT B
                                       OF
                    AETNA LIFE INSURANCE AND ANNUITY COMPANY
- --------------------------------------------------------------------------------
   
            Statement of Additional Information dated August 21, 1997

                                  AEXTRA ASSETS
                      Individual Variable Annuity Contracts

This Statement of Additional Information is not a prospectus and should be read
in conjunction with the current prospectus for Variable Annuity Account B (the
"Separate Account") dated May 1, 1996 as supplemented on August 21, 1997.
    

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......................................................     4
Sales Material and Advertising........................................     5
Independent Auditors..................................................     5
Financial Statements of the Separate Account..........................   S-1
Financial Statements of Aetna Life Insurance and Annuity Company......   F-1
    



<PAGE>


                         GENERAL INFORMATION AND HISTORY
   
Aetna Life Insurance and Annuity Company (the "Company") is a stock life
insurance company which was organized under the insurance laws of the State of
Connecticut in 1976. Through a merger, it succeeded to the business of Aetna
Variable Annuity Life Insurance Company (formerly Participating Annuity Life
Insurance Company organized in 1954). As of December 31, 1996, the Company had
$30.1 billion invested through its products, including $15.0 billion in its
separate accounts (of which the Company oversees the management of $10.5
billion) and $1.1 billion in its mutual funds offered outside of its separate
accounts. As of December 31, 1995, it ranked among the top 2% of all U.S. life
insurance companies based on assets. The Company is a wholly owned subsidiary of
Aetna Retirement Holdings, Inc., which is in turn a wholly owned subsidiary of
Aetna Retirement Services, Inc., and an indirect wholly owned subsidiary of
Aetna Inc. The Company is engaged in the business of issuing life insurance
policies and annuity contracts in all states of the United States. The Company's
Home Office is located at 151 Farmington Avenue, Hartford, Connecticut 06156.
    

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

Other than the mortality and expense risk charges and administrative expense
charge described in the prospectus, all expenses incurred in the operations of
the Separate Account are borne by the Company. See "Charges and Deductions" in
the prospectus. The Company receives reimbursement for certain administrative
costs from some unaffiliated sponsors of the Funds used as funding options under
the Contract. These fees generally range up to 0.25%.

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

                           VARIABLE ANNUITY ACCOUNT B
   
Variable Annuity Account B (the "Separate Account") is a separate account
established by the Company for the purpose of funding variable annuity contracts
issued by the Company. The Separate Account is registered with the Securities
and Exchange Commission as a unit investment trust under the Investment Company
Act of 1940, as amended. Purchase Payments made under the Contract may be
allocated to one or more of the variable investment options listed in the
prospectus. The Company may make additions to, deletions from or substitutions
of available investment options as permitted by law and subject to the
conditions of the Contract. The availability of the Funds is subject to
applicable regulatory authorization. Not all Funds are available in all
jurisdictions or under all Contracts.
    

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.

                                        1

<PAGE>


                       OFFERING AND PURCHASE OF CONTRACTS

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

                                PERFORMANCE DATA

GENERAL

From time to time, the Company may advertise different types of historical
performance for the variable options of the Separate Account available under the
Contracts issued by the Company. 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 the
"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 variable options under the Contract, and then related
to the ending redeemable values over one, five and ten year periods (or
fractional periods thereof). The redeemable value is then divided by the initial
investment and this quotient is taken to the Nth root (N represents the number
of years in the period) and 1 is subtracted from the result which is then
expressed as a percentage, carried to at least the nearest hundredth of a
percent. The standardized figures use the actual returns of the Fund since
inception and then adjust them to reflect the deduction of all recurring charges
under the Contracts during each period (e.g., mortality and expense risk
charges, maintenance fees and any applicable administrative expense charges).
These charges will be deducted on a pro rata basis in the case of fractional
periods. The maintenance fee is converted to a percentage of assets based on the
average account size under the Contracts described in the prospectus. The total
return figures shown below may be different from the actual historical total
return under your Contract because for periods prior to 1994, the investment
performance was based on the performance of the underlying Fund plus any cash
held in the Separate Account.

The non-standardized figures will be calculated in a similar manner, but may
also include monthly, quarterly, year-to-date and three year periods.

Investment results of the Funds will fluctuate over time, and any presentation
of the Funds' total return quotations for any prior period should not be
considered as a representation of how the variable options 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 table shown below reflects the average annual standardized and
non-standardized total return quotation figures for the periods ended December
31, 1996 for the variable options under the Contract. For those variable
investment options where results are not available for the full calendar period
indicated, the percentage shown is an average annual return since inception
(denoted with an *).

<TABLE>
<CAPTION>
                                                                                                                          FUND
          $15 MAINTENANCE FEE                       STANDARDIZED                         NON-STANDARDIZED              INCEPTION
                                                                                                                          DATE
- --------------------------------------------------------------------------------------------------------------------------------
           INVESTMENT OPTION             1  Year    5 Years     10 Years    1 Year     3 Years    5 Years    10 Years
- --------------------------------------------------------------------------------------------------------------------------------
<S>                                        <C>        <C>         <C>         <C>        <C>        <C>        <C>      <C>
 Aetna Variable Fund                       22.86%     11.72%      12.76%      22.86%     16.17%     11.72%     12.76%   05/01/75
- --------------------------------------------------------------------------------------------------------------------------------
 Aetna Income Shares                        2.26%      5.40%       7.44%       2.26%      4.23%      5.40%      7.44%   05/15/73
- --------------------------------------------------------------------------------------------------------------------------------
 Aetna Variable Encore Fund                 4.01%      3.12%       4.72%       4.01%      3.79%      3.12%      4.72%   08/01/75
- --------------------------------------------------------------------------------------------------------------------------------
 Aetna Investment Advisers Fund, Inc.      13.69%      9.85%       9.87%*     13.69%     11.95%      9.85%      9.87%*  04/03/89
- --------------------------------------------------------------------------------------------------------------------------------
 Alger American Small Cap Portfolio         2.84%      9.60%      18.69%*      2.84%     11.42%      9.60%     18.69%*  09/21/88
- --------------------------------------------------------------------------------------------------------------------------------
 American Century VP Capital
   Appreciation                            (5.56%)     4.81%       9.40%*     (5.56%)     6.05%      4.81%      9.40%*  11/20/87
- --------------------------------------------------------------------------------------------------------------------------------
 Janus Aspen Aggressive Growth Portfolio    6.56%     19.74%*      n/a         6.56%     15.49%     19.74%*     n/a     09/13/93
- --------------------------------------------------------------------------------------------------------------------------------
 Janus Aspen Flexible Income Portfolio      7.78%      8.11%*      n/a         7.78%      8.84%      8.11%*     n/a     09/13/93
- --------------------------------------------------------------------------------------------------------------------------------
 Lexington Natural Resources Trust         25.27%      8.53%       8.60%*     25.27%     10.52%      8.53%      8.60%*  10/14/91
- --------------------------------------------------------------------------------------------------------------------------------
 Neuberger & Berman Growth Portfolio        7.73%      8.42%      10.01%       7.73%      9.53%      8.42%     10.01%   09/10/84
- --------------------------------------------------------------------------------------------------------------------------------
 Scudder International Portfolio
   Class A Shares                          13.30%      9.63%       8.53%*     13.30%      6.75%      9.63%      8.53%*  05/01/87
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

                                       3
<PAGE>


                                ANNUITY PAYMENTS

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

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

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

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

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

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

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

                                       4
<PAGE>


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

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

                         SALES MATERIAL AND ADVERTISING

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

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

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. We may illustrate in advertisements the performance of the
underlying funds, if accompanied by performance which also shows the performance
of such funds reduced by applicable charges under the Separate Account. We may
also show in advertisements the portfolio holdings of the underlying funds,
updated at various intervals. From time to time, we will quote articles from
newspapers and magazines or other publications or reports, including, but not
limited to The Wall Street Journal, Money magazine, USA Today and The VARDS
Report.

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

                              INDEPENDENT AUDITORS

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

                                       5
<PAGE>



                              FINANCIAL STATEMENTS


                           VARIABLE ANNUITY ACCOUNT B


                                      Index


Statement of Assets and Liabilities............................... S-2
Statements of Operations and Changes in Net Assets................ S-6
Notes to Financial Statements..................................... S-7
Independent Auditors' Report...................................... S-15

                                       S-1


<PAGE>

Variable Annuity Account B

Statement of Assets and Liabilities - December 31, 1996:

<TABLE>
<S>                                                                                                                    <C>
ASSETS:
Investments, at net asset value: (Note 1)
  Aetna Variable Fund; 22,674,496 shares (cost $674,480,933) ..............................................           $  734,460,247
  Aetna Income Shares; 5,554,723 shares (cost $69,738,402) ................................................               70,118,035
  Aetna Variable Encore Fund; 8,093,492 shares (cost $107,322,605) ........................................              106,781,998
  Aetna Investment Advisers Fund, Inc; 8,423,410 shares (cost $112,230,262) ...............................              127,344,696
  Aetna GET Fund, Series B; 1,148,634 shares (cost $11,845,728) ...........................................               16,333,339
  Aetna GET Fund, Series C; 907,283 shares (cost $9,136,442) ..............................................                9,281,276
  Aetna Ascent Variable Portfolio; 446,824 shares (cost $5,362,215) .......................................                5,638,668
  Aetna Crossroads Variable Portfolio; 442,088 shares (cost $5,144,208) ...................................                5,295,700
  Aetna Legacy Variable Portfolio; 549,727 shares (cost $6,140,411) .......................................                6,186,987
  Aetna Variable Index Plus Portfolio; 182,043 shares (cost $1,989,418) ...................................                1,985,372
  Alger American Funds:
    Balanced Portfolio; 408,798 shares (cost $4,238,672) ..................................................                3,777,291
    Growth Portfolio; 1,268,424 shares (cost $41,195,068) .................................................               43,545,003
    Income and Growth Portfolio; 768,597 shares (cost $7,300,499) .........................................                6,471,587
    Leveraged AllCap Portfolio; 589,862 shares (cost $11,198,918) .........................................               11,419,728
    MidCap Portfolio; 929,402 shares (cost $19,160,303) ...................................................               19,842,727
    Small Capitalization Portfolio; 1,436,114 shares (cost $59,246,689) ...................................               58,751,429
  Calvert Responsibly Invested Balanced Portfolio; 336,323 shares (cost $597,518) .........................                  596,637
  Fidelity Investments Variable Insurance Products Fund:
    Equity-Income Portfolio; 3,446,529 shares (cost $66,707,023) ..........................................               72,480,497
    Growth Portfolio; 1,860,260 shares (cost $54,670,184) .................................................               57,928,484
    High Income Portfolio; 1,174,877 shares (cost $13,895,035) ............................................               14,709,464
    Overseas Portfolio; 515,036 shares (cost $8,959,583) ..................................................                9,703,271
  Fidelity Investments Variable Insurance Products Fund II:
    Asset Manager Portfolio; 350,352 shares (cost $5,447,282) .............................................                5,931,464
    Contrafund Portfolio; 3,414,168 shares (cost $50,327,864) .............................................               56,538,618
    Index 500 Portfolio; 307,196 shares (cost $25,139,330) ................................................               27,380,370
    Investment Grade Bond Portfolio; 389,026 shares (cost $4,585,849) .....................................                4,761,677
  Insurance Management Series:
    American Leaders Fund II; 4,005,705 shares (cost $52,316,587) .........................................               61,127,055
    Growth Strategies Fund II; 561,108 shares (cost $6,448,785) ...........................................                7,182,178
    High Income Bond Fund II; 2,651,478 shares (cost $26,128,555) .........................................               27,151,137
    International Equity Fund II; 531,863 shares (cost $5,627,988) ........................................                5,935,590
    Prime Money Fund II; 7,744,318 shares (cost $7,744,318) ...............................................                7,744,318
    US Government Securities Fund II; 758,792 shares (cost $7,582,811) ....................................                7,656,209
    Utility Fund II; 1,420,364 shares (cost $15,043,602) ..................................................               16,774,494
 Janus Aspen Series:
    Aggressive Growth Portfolio; 1,729,280 shares (cost $31,007,236) ......................................               31,542,060
    Balanced Portfolio; 797,173 shares (cost $11,400,361) .................................................               11,774,244
    Flexible Income Portfolio; 457,937 shares (cost $5,073,822) ...........................................                5,147,217
    Growth Portfolio; 1,346,496 shares (cost $19,790,729) .................................................               20,884,154
    Short-Term Bond Portfolio; 192,639 shares (cost $1,947,988) ...........................................                1,920,611
    Worldwide Growth Portfolio; 3,419,377 shares (cost $61,321,568) .......................................               66,472,691
  Lexington Emerging Markets Fund; 249,599 shares (cost $2,582,550) .......................................                2,515,960
  Lexington Natural Resources Trust Fund; 332,525 shares (cost $4,213,645) ................................                4,751,784
 MFS Funds:
    Emerging Growth Series; 679,608 shares (cost $9,083,804) ..............................................                8,998,008
    Research Series; 516,109 shares (cost $6,571,748) .....................................................                6,776,512
    Total Return Series; 307,540 shares (cost $4,144,359) .................................................                4,216,370
    Value Series; 19,591 shares (cost $207,906) ...........................................................                  208,841
    Worldwide Government Series; 38,555 shares (cost $398,609) ............................................                  407,913
  Neuberger & Berman Advisers Management Trust -
    Growth Portfolio; 319,727 shares (cost $8,249,239) ....................................................                8,242,574
  Scudder Variable Life Investment Fund -
    International Portfolio; 909,444 shares (cost $10,539,678) ............................................               12,050,127
</TABLE>

                                       S-2
<PAGE>


Variable Annuity Account B

Statement of Assets and Liabilities - December 31, 1996 (continued):

<TABLE>
<S>                                                                                                                    <C>
  TCI Portfolios, Inc:
    Balanced Fund; 396,732 shares (cost $2,846,031) .......................................................           $    2,991,356
    Growth Fund; 4,332,926 shares (cost $45,957,552) ......................................................               44,369,162
    International Fund; 789,697 shares (cost $4,330,759) ..................................................                4,706,594
                                                                                                                      --------------
NET ASSETS  (cost $1,726,620,671) .........................................................................           $1,848,811,724
                                                                                                                      ==============

Net assets represented by:

Reserves for annuity contracts in accumulation and payment period: (Notes 1 and 5)
 Aetna Variable Fund:
   Annuity contracts in accumulation ......................................................................           $  644,728,031
   Annuity contracts in payment period ....................................................................               89,732,216
 Aetna Income Shares:
   Annuity contracts in accumulation ......................................................................               66,534,546
   Annuity contracts in payment period ....................................................................                3,583,489
 Aetna Variable Encore Fund:
   Annuity contracts in accumulation ......................................................................              106,781,998
 Aetna Investment Advisers Fund, Inc:
   Annuity contracts in accumulation ......................................................................              119,402,212
   Annuity contracts in payment period ....................................................................                7,942,484
 Aetna GET Fund, Series B:
   Annuity contracts in accumulation ......................................................................               16,333,339
 Aetna GET Fund, Series C:
   Annuity contracts in accumulation ......................................................................                9,281,276
 Aetna Ascent Variable Portfolio:
   Annuity contracts in accumulation ......................................................................                5,638,668
 Aetna Crossroads Variable Portfolio:
   Annuity contracts in accumulation ......................................................................                5,295,700
 Aetna Legacy Variable Portfolio:
   Annuity contracts in accumulation ......................................................................                6,186,987
 Aetna Variable Index Plus Portfolio:
   Annuity contracts in accumulation ......................................................................                1,985,372
 Alger American Funds:
   Balanced Portfolio:
   Annuity contracts in accumulation ......................................................................                3,777,291
   Growth Portfolio:
   Annuity contracts in accumulation ......................................................................               43,545,003
   Income and Growth Portfolio:
   Annuity contracts in accumulation ......................................................................                6,471,587
   Leveraged AllCap Portfolio:
   Annuity contracts in accumulation ......................................................................               11,419,728
   MidCap Portfolio:
   Annuity contracts in accumulation ......................................................................               19,842,727
   Small Capitalization Portfolio:
   Annuity contracts in accumulation ......................................................................               58,751,429
 Calvert Responsibly Invested Balanced Portfolio:
   Annuity contracts in accumulation ......................................................................                  596,637
 Fidelity Investments Variable Insurance Products Fund:
   Equity-Income Portfolio:
   Annuity contracts in accumulation ......................................................................               72,480,497
   Growth Portfolio:
   Annuity contracts in accumulation ......................................................................               57,928,484
   High Income Portfolio:
   Annuity contracts in accumulation ......................................................................               14,709,464
   Overseas Portfolio:
   Annuity contracts in accumulation ......................................................................                9,703,271
 Fidelity Investments Variable Insurance Products Fund II:
   Asset Manager Portfolio:
   Annuity contracts in accumulation ......................................................................                5,931,464
</TABLE>

                                       S-3
<PAGE>


Variable Annuity Account B

Statement of Assets and Liabilities - December 31, 1996 (continued):

<TABLE>
<S>                                                                                                                    <C>
  Contrafund Portfolio:
  Annuity contracts in accumulation .......................................................................           $   56,538,618
  Index 500 Portfolio:
  Annuity contracts in accumulation .......................................................................               27,380,370
  Investment Grade Bond Portfolio:
  Annuity contracts in accumulation .......................................................................                4,761,677
Insurance Management Series:
  American Leaders Fund II:
  Annuity contracts in accumulation .......................................................................               61,127,055
  Growth Strategies Fund II:
  Annuity contracts in accumulation .......................................................................                7,182,178
  High Income Bond Fund II:
  Annuity contracts in accumulation .......................................................................               27,151,137
  International Equity Fund II:
  Annuity contracts in accumulation .......................................................................                5,935,590
  Prime Money Fund II:
  Annuity contracts in accumulation .......................................................................                7,744,318
  US Government Securities Fund II:
  Annuity contracts in accumulation .......................................................................                7,656,209
  Utility Fund II:
  Annuity contracts in accumulation .......................................................................               16,774,494
Janus Aspen Series:
  Aggressive Growth Portfolio:
  Annuity contracts in accumulation .......................................................................               31,542,060
  Balanced Portfolio:
  Annuity contracts in accumulation .......................................................................               11,774,244
  Flexible Income Portfolio:
  Annuity contracts in accumulation .......................................................................                5,147,217
  Growth Portfolio:
  Annuity contracts in accumulation .......................................................................               20,884,154
  Short-Term Bond Portfolio:
  Annuity contracts in accumulation .......................................................................                1,920,611
  Worldwide Growth Portfolio:
  Annuity contracts in accumulation .......................................................................               66,472,691
Lexington Emerging Markets Fund:
  Annuity contracts in accumulation .......................................................................                2,515,960
Lexington Natural Resources Trust Fund:
  Annuity contracts in accumulation .......................................................................                4,751,784
MFS Funds:
  Emerging Growth Series:
  Annuity contracts in accumulation .......................................................................                8,998,008
  Research Series:
  Annuity contracts in accumulation .......................................................................                6,776,512
  Total Return Series:
  Annuity contracts in accumulation .......................................................................                4,216,370
  Value Series:
  Annuity contracts in accumulation .......................................................................                  208,841
  Worldwide Government Series:
  Annuity contracts in accumulation .......................................................................                  407,913
Neuberger & Berman Advisers Management  Trust - Growth Portfolio:
  Annuity contracts in accumulation .......................................................................                8,242,574
Scudder Variable Life Investment Fund - International Portfolio:
  Annuity contracts in accumulation .......................................................................               12,050,127
TCI Portfolios, Inc:
  Balanced Fund:
  Annuity contracts in accumulation .......................................................................                2,991,356
</TABLE>

                                       S-4
<PAGE>


Variable Annuity Account B

Statement of Assets and Liabilities - December 31, 1996 (continued):

<TABLE>
<S>                                                                                                                   <C>
Growth Fund:
Annuity contracts in accumulation .........................................................................           $   44,369,162
International Fund:
Annuity contracts in accumulation .........................................................................                4,706,594
                                                                                                                      --------------
                                                                                                                      $1,848,811,724
                                                                                                                      ==============
</TABLE>


See Notes to Financial Statements

                                       S-5
<PAGE>


Variable Annuity Account B

Statements of Operations and Changes in Net Assets

<TABLE>
<CAPTION>
                                                                                                    Year Ended December 31,
                                                                                                 1996                    1995
                                                                                                 ----                    ----
<S>                                                                                        <C>                      <C>
INVESTMENT INCOME:
Income: (Notes 1, 3 and 5)
   Dividends .....................................................................         $   120,367,178          $   112,097,675
Expenses: (Notes 2 and 5)
   Valuation Period Deductions ...................................................             (17,483,870)             (11,786,592)
                                                                                           ---------------          ---------------
Net investment income ............................................................             102,883,308              100,311,083
                                                                                           ---------------          ---------------
NET REALIZED AND UNREALIZED GAIN
  ON INVESTMENTS:
Net realized gain on sales of investments: (Notes 1, 4 and 5)
  Proceeds from sales ............................................................             365,025,974              495,934,611
  Cost of investments sold .......................................................             347,598,566              463,921,121
                                                                                           ---------------          ---------------
    Net realized gain ............................................................              17,427,408               32,013,490
Net unrealized gain (loss) on investments: (Note 5)
  Beginning of year ..............................................................              28,746,944              (44,356,052)
  End of year ....................................................................             122,191,053               28,746,944
                                                                                           ---------------          ---------------
    Net change in unrealized gain ................................................              93,444,109               73,102,996
                                                                                           ---------------          ---------------
Net realized and unrealized gain on investments ..................................             110,871,517              105,116,486
                                                                                           ---------------          ---------------
Net increase in net assets resulting from operations .............................             213,754,825              205,427,569
                                                                                           ---------------          ---------------
FROM UNIT TRANSACTIONS:
Variable annuity contract purchase payments ......................................             538,586,667              178,474,387
Sales and administrative charges deducted by the Company .........................                 (17,370)                 (34,250)
                                                                                           ---------------          ---------------
    Net variable annuity contract purchase payments ..............................             538,569,297              178,440,137
Transfers from the Company for mortality guarantee adjustments ...................                 690,779                1,565,140
Transfers from the Company's fixed account options ...............................              50,549,121                4,144,061
Redemptions by contract holders ..................................................             (73,738,526)             (46,390,791)
Annuity Payments .................................................................             (12,108,943)              (9,198,421)
Other ............................................................................                 159,467                1,143,373
                                                                                           ---------------          ---------------
    Net increase in net assets from unit transactions (Note 5) ...................             504,121,195              129,703,499
                                                                                           ---------------          ---------------
Change in net assets .............................................................             717,876,020              335,131,068
NET ASSETS:
Beginning of year ................................................................           1,130,935,704              795,804,636
                                                                                           ---------------          ---------------
End of year ......................................................................         $ 1,848,811,724          $ 1,130,935,704
                                                                                           ===============          ===============
</TABLE>





See Notes to Financial Statements


                                       S-6
<PAGE>


Variable Annuity Account B


Notes to Financial Statements - December 31, 1996


1.   Summary of Significant Accounting Policies

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

     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.

     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, 1996:


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

                                       S-7
<PAGE>


Notes to Financial Statements - December 31, 1996 (continued):


     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.

     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 (distributions in excess of net investment income) and accumulated
     net realized gain (loss) on investments is included in net unrealized gain
     (loss) in the Statements of Operations and Changes in Net Assets.

4.   Purchases and Sales of Investments

     The cost of purchases and proceeds from sales of investments other than
     short-term investments for the years ended December 31, 1996 and December
     31, 1995 aggregated $972,030,476 and $365,025,974; $725,949,193 and
     $495,934,611, respectively.

                                       S-8
<PAGE>


Variable Annuity Account B

Notes to Financial Statements - December 31, 1996 (continued):


<TABLE>
<CAPTION>
5. Supplemental Information to Statements of Operations and Changes in Net Assets - Year Ended December 31, 1996

- --------------------------------------------------------------------------------------------------------------------------------
                                                                 Valuation        Proceeds           Cost of             Net
                                                                  Period            from            Investments       Realized
                                               Dividends        Deductions          Sales              Sold          Gain (Loss)
- --------------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>               <C>               <C>               <C>              <C>
Aetna Variable Fund:                         $77,000,986       ($7,148,689)      $96,146,932       $97,318,697      ($1,171,765)
Annuity contracts in accumulation
Annuity contracts in payment period
- --------------------------------------------------------------------------------------------------------------------------------
Aetna Income Shares:                           4,527,825          (813,024)       19,585,006        18,826,116          758,890
Annuity contracts in accumulation
Annuity contracts in payment period
- --------------------------------------------------------------------------------------------------------------------------------
Aetna Variable Encore Fund:                    5,358,925        (1,043,955)       78,888,315        76,637,102        2,251,213
Annuity contracts in accumulation
- --------------------------------------------------------------------------------------------------------------------------------
Aetna Investment Advisers Fund, Inc.:         11,247,847        (1,372,478)       16,403,009        13,386,571        3,016,438
Annuity contracts in accumulation
Annuity contracts in payment period
- --------------------------------------------------------------------------------------------------------------------------------
Aetna GET Fund, Series B:                      1,055,590          (226,340)          915,330           681,610          233,720
Annuity contracts in accumulation
- --------------------------------------------------------------------------------------------------------------------------------
Aetna GET Fund, Series C:                         46,499           (14,753)          361,353           354,510            6,843
Annuity contracts in accumulation
- --------------------------------------------------------------------------------------------------------------------------------
Aetna Ascent Variable Portfolio:                 235,037           (27,609)          317,740           277,917           39,823
Annuity contracts in accumulation
- --------------------------------------------------------------------------------------------------------------------------------
Aetna Crossroads Variable Portfolio:             257,055           (29,943)          362,140           312,870           49,270
Annuity contracts in accumulation
- --------------------------------------------------------------------------------------------------------------------------------
Aetna Legacy Variable Portfolio:                 363,749           (38,623)          406,948           384,407           22,541
Annuity contracts in accumulation
- --------------------------------------------------------------------------------------------------------------------------------
Aetna Variable Index Plus Portfolio:              10,290            (2,403)          139,030           133,438            5,592
Annuity contracts in accumulation
- --------------------------------------------------------------------------------------------------------------------------------
Alger American Funds:
 Balanced Portfolio:                             775,351           (33,904)          244,368           332,405          (88,037)
Annuity contracts in accumulation
- --------------------------------------------------------------------------------------------------------------------------------
 Growth Portfolio:                               758,872          (394,360)        6,990,444         6,528,212          462,232
Annuity contracts in accumulation
- --------------------------------------------------------------------------------------------------------------------------------
 Income and Growth Portfolio:                  2,009,995           (55,929)          390,051           732,537         (342,486)
Annuity contracts in accumulation
- --------------------------------------------------------------------------------------------------------------------------------
 Leveraged AllCap Portfolio:                      61,186          (116,503)        4,991,495         4,605,949          385,546
Annuity contracts in accumulation
- --------------------------------------------------------------------------------------------------------------------------------
 MidCap Portfolio:                               190,158          (166,087)        3,198,308         3,039,709          158,599
Annuity contracts in accumulation
- --------------------------------------------------------------------------------------------------------------------------------
 Small Capitalization Portfolio:                 184,900          (588,663)       31,506,275        29,929,826        1,576,449
Annuity contracts in accumulation
- --------------------------------------------------------------------------------------------------------------------------------
Calvert Responsibly Invested                      44,676            (3,984)          141,022           137,780            3,242
 Balanced Portfolio:
Annuity contracts in accumulation
- --------------------------------------------------------------------------------------------------------------------------------
Fidelity Investments Variable
 Insurance Products Fund:
 Equity-Income Portfolio:                        940,850          (608,164)        4,030,269         3,343,817          686,452
Annuity contracts in accumulation
- --------------------------------------------------------------------------------------------------------------------------------
 Growth Portfolio:                             1,412,110          (540,670)        2,600,136         2,280,711          319,425
Annuity contracts in accumulation
- --------------------------------------------------------------------------------------------------------------------------------
 High Income Portfolio:                          178,909          (112,363)        1,318,057         1,318,142              (85)
Annuity contracts in accumulation
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
                                       S-9
<PAGE>
Variable Annuity Account B

Notes to Financial Statements - December 31, 1996 (continued):


<TABLE>
<CAPTION>
5. Supplemental Information to Statements of Operations and Changes in Net Assets-Year Ended December 31, 1996 (Continued)
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                           Net
                                            Net Unrealized                              Increase
                                              Gain (Loss)                  Net         (Decrease)                 Net Assets
                                              -----------               Change in     In Net Assets               ----------
                                        Beginning         End          Unrealized       from Unit         Beginning          End
                                         of Year        of Year        Gain (Loss)     Transactions        of Year         of Year
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>             <C>            <C>               <C>            <C>             <C>
Aetna Variable Fund:                   ($8,051,873)    $59,979,314    $68,031,187       $4,966,306
Annuity contracts in accumulation                                                                      $530,231,821    $644,728,031
Annuity contracts in payment period                                                                      62,550,401      89,732,216
- ------------------------------------------------------------------------------------------------------------------------------------
Aetna Income Shares:                     3,224,044         379,633     (2,844,411)     ($9,600,618)
Annuity contracts in accumulation                                                                        74,693,652      66,534,546
Annuity contracts in payment period                                                                       3,395,721       3,583,489
- ------------------------------------------------------------------------------------------------------------------------------------
Aetna Variable Encore Fund:              2,487,618        (540,607)    (3,028,225)     $22,111,260
Annuity contracts in accumulation                                                                        81,132,780     106,781,998
- ------------------------------------------------------------------------------------------------------------------------------------
Aetna Investment Advisers Fund, Inc.:   12,419,220      15,114,435      2,695,215         $602,270
Annuity contracts in accumulation                                                                       104,415,595     119,402,212
Annuity contracts in payment period                                                                       6,739,809       7,942,484
- ------------------------------------------------------------------------------------------------------------------------------------
Aetna GET Fund, Series B:                2,566,580       4,487,610      1,921,030        ($650,835)
Annuity contracts in accumulation                                                                        14,000,174      16,333,339
- ------------------------------------------------------------------------------------------------------------------------------------
Aetna GET Fund, Series C:                        0         144,834        144,834       $9,097,853
Annuity contracts in accumulation                                                                                 0       9,281,276
- ------------------------------------------------------------------------------------------------------------------------------------
Aetna Ascent Variable Portfolio:             5,570         276,453        270,883       $4,773,151
Annuity contracts in accumulation                                                                           347,383       5,638,668
- ------------------------------------------------------------------------------------------------------------------------------------
Aetna Crossroads Variable Portfolio:         8,209         151,493        143,284       $4,409,627
Annuity contracts in accumulation                                                                           466,407       5,295,700
- ------------------------------------------------------------------------------------------------------------------------------------
Aetna Legacy Variable Portfolio:             1,609          46,576         44,967       $5,470,774
Annuity contracts in accumulation                                                                           323,579       6,186,987
- ------------------------------------------------------------------------------------------------------------------------------------
Aetna Variable Index Plus Portfolio:             0          (4,046)        (4,046)      $1,975,940
Annuity contracts in accumulation                                                                                (1)      1,985,372
- ------------------------------------------------------------------------------------------------------------------------------------
Alger American Funds:
 Balanced Portfolio:                         1,644        (461,380)      (463,024)      $2,897,855
Annuity contracts in accumulation                                                                           689,050       3,777,291
- ------------------------------------------------------------------------------------------------------------------------------------
 Growth Portfolio:                         (63,817)      2,349,936      2,413,753      $29,514,421
Annuity contracts in accumulation                                                                        10,790,085      43,545,003
- ------------------------------------------------------------------------------------------------------------------------------------
 Income and Growth Portfolio:               (6,769)       (828,912)      (822,143)      $4,660,630
Annuity contracts in accumulation                                                                         1,021,520       6,471,587
- ------------------------------------------------------------------------------------------------------------------------------------
 Leveraged AllCap Portfolio:                32,561         220,810        188,249       $8,946,454
Annuity contracts in accumulation                                                                         1,954,796      11,419,728
- ------------------------------------------------------------------------------------------------------------------------------------
 MidCap Portfolio:                           7,193         682,424        675,231      $15,727,261
Annuity contracts in accumulation                                                                         3,257,565      19,842,727
- ------------------------------------------------------------------------------------------------------------------------------------
 Small Capitalization Portfolio:            46,283        (495,260)      (541,543)     $32,655,969
Annuity contracts in accumulation                                                                        25,464,317      58,751,429
- ------------------------------------------------------------------------------------------------------------------------------------
Calvert Responsibly Invested               (13,512)           (881)        12,631         $193,226
 Balanced Portfolio:
Annuity contracts in accumulation                                                                           346,846         596,637
- ------------------------------------------------------------------------------------------------------------------------------------
Fidelity Investments Variable
 Insurance Products Fund:
 Equity-Income Portfolio:                  966,600       5,773,475      4,806,875      $51,230,275
Annuity contracts in accumulation                                                                        15,424,209      72,480,497
- ------------------------------------------------------------------------------------------------------------------------------------
 Growth Portfolio:                         (34,190)      3,258,300      3,292,490      $38,219,867
Annuity contracts in accumulation                                                                        15,225,262      57,928,484
- ------------------------------------------------------------------------------------------------------------------------------------
 High Income Portfolio:                     15,029         814,429        799,400      $12,636,277
Annuity contracts in accumulation                                                                         1,207,326      14,709,464
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
                                      S-10
<PAGE>
Variable Annuity Account B

Notes to Financial Statements - December 31, 1996 (continued):


<TABLE>
<CAPTION>
5. Supplemental Information to Statements of Operations and Changes in Net Assets - Year Ended December 31, 1996

- -----------------------------------------------------------------------------------------------------------------------
                                                               Valuation       Proceeds        Cost of           Net
                                                                Period           from         Investments     Realized
                                               Dividends      Deductions         Sales           Sold        Gain (Loss)
- ------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>             <C>             <C>            <C>           <C>
 Overseas Portfolio:                           $75,181         ($91,010)       $880,668       $813,434       $67,234
Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------------------------
Fidelity Investments Variable
 Insurance Products Fund II:
 Asset Manager Portfolio:                      119,231          (54,259)        540,553        465,407         75,146
Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------------------------
 Contrafund Portfolio:                         146,164         (428,708)      5,044,449      4,308,117        736,332
Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------------------------
 Index 500 Portfolio:                          143,406         (203,362)      6,086,685      5,356,843        729,842
Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------------------------
 Investment Grade Bond Portfolio:               45,797          (42,799)        882,619        925,636        (43,017)
Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------------------------
Insurance Management Series:
 American Leaders Fund II:                     857,970         (631,122)      6,368,961      4,596,688      1,772,273
Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------------------------
 Growth Strategies Fund II:                        405          (44,481)        119,084        103,727         15,357
Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------------------------
 High Income Bond Fund II:                   1,647,290         (260,987)      5,863,283      5,644,702        218,581
Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------------------------
 International Equity Fund II:                  10,567          (51,003)        250,169        236,027         14,142
Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------------------------
 Prime Money Fund II:                          289,134          (87,958)     12,400,851     12,398,826          2,025
Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------------------------
 U.S. Government Securities Fund II:           367,608          (86,361)      5,011,311      5,085,345        (74,034)
Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------------------------
 Utility Fund II:                              547,259         (186,219)      1,034,753        867,262        167,491
Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------------------------
Janus Aspen Series:
 Aggressive Growth Portfolio:                  243,931         (266,292)      6,134,481      4,875,603      1,258,878
Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------------------------
 Balanced Portfolio:                           181,099          (68,277)      2,812,822      2,536,688        276,134
Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------------------------
 Flexible Income Portfolio:                    304,512          (43,754)      1,127,628      1,090,808         36,820
Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------------------------
 Growth Portfolio:                             324,844         (141,840)      1,249,735      1,041,911        207,824
Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------------------------
 Short-Term Bond Portfolio:                     79,326          (23,159)      2,910,009      2,872,811         37,198
Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------------------------
 Worldwide Growth Portfolio:                   642,050         (384,732)      4,899,145      3,899,490        999,655
Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------------------------
Lexington Emerging Markets Fund:                     0          (27,131)      1,463,410      1,431,864         31,546
Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------------------------
Lexington Natural Resources Trust Fund:         15,653          (38,378)      2,192,808      1,809,743        383,065
Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                      S-11
<PAGE>
Variable Annuity Account B

Notes to Financial Statements - December 31, 1996 (continued):


<TABLE>
<CAPTION>
5. Supplemental Information to Statements of Operations and Changes in Net Assets-Year Ended December 31, 1996 (Continued)

- ------------------------------------------------------------------------------------------------------------------
                                                               Net Unrealized
                                                                 Gain (Loss)                               Net
                                                                 -----------                            Change in
                                                    Beginning                      End                  Unrealized
                                                     of Year                     of Year                Gain (Loss)
- -------------------------------------------------------------------------------------------------------------------
<S>                                                  <C>                          <C>                    <C>
 Overseas Portfolio:                                 $51,434                      $743,689               $692,255
Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------------------
Fidelity Investments Variable
 Insurance Products Fund II:
 Asset Manager Portfolio:                             98,360                       484,182                385,822
Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------------------
 Contrafund Portfolio:                               122,841                     6,210,754              6,087,913
Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------------------
 Index 500 Portfolio:                                 70,864                     2,241,040              2,170,176
Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------------------
 Investment Grade Bond Portfolio:                     11,466                       175,829                164,363
Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------------------
Insurance Management Series:
 American Leaders Fund II:                         2,916,888                     8,810,467              5,893,579
Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------------------
 Growth Strategies Fund II:                            3,614                       733,393                729,779
Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------------------
 High Income Bond Fund II:                           229,008                     1,022,582                793,574
Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------------------
 International Equity Fund II:                        43,172                       307,602                264,430
Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------------------
 Prime Money Fund II:                                 (1,182)                            0                  1,182
Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------------------
 U.S. Government Securities Fund II:                  75,600                        73,398                 (2,202)
Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------------------
 Utility Fund II:                                    799,746                     1,730,892                931,146
Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------------------
Janus Aspen Series:
 Aggressive Growth Portfolio:                      1,164,909                       534,823               (630,086)
Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------------------
 Balanced Portfolio:                                  26,040                       373,883                347,843
Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------------------
 Flexible Income Portfolio:                           29,809                        73,395                 43,586
Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------------------
 Growth Portfolio:                                    84,852                     1,093,423              1,008,571
Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------------------
 Short-Term Bond Portfolio:                            1,330                       (27,376)               (28,706)
Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------------------
 Worldwide Growth Portfolio:                         253,639                     5,151,123              4,897,484
Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------------------
Lexington Emerging Markets Fund:                      (4,024)                      (66,591)               (62,567)
Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------------------
Lexington Natural Resources Trust Fund:              188,717                       538,139                349,422
Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------------------
</TABLE>



Variable Annuity Account B

Notes to Financial Statements - December 31, 1996 (continued):


<TABLE>
<CAPTION>
5. Supplemental Information to Statements of Operations and Changes in Net Assets-Year Ended December 31, 1996 (Continued)

- ----------------------------------------------------------------------------------------------------------------
                                                     Net
                                                 Increase
                                                 (Decrease)                           Net Assets
                                               In Net Assets             ------------------------------------
                                                  from Unit              Beginning                     End
                                                 Transactions              of Year                    of Year
- ----------------------------------------------------------------------------------------------------------------
<S>                                                <C>                    <C>                        <C>
 Overseas Portfolio:                               $6,948,020
Annuity contracts in accumulation                                         $2,011,591                 $9,703,271
- ----------------------------------------------------------------------------------------------------------------
Fidelity Investments Variable
 Insurance Products Fund II:
 Asset Manager Portfolio:                          $4,043,035
Annuity contracts in accumulation                                          1,362,489                  5,931,464
- ----------------------------------------------------------------------------------------------------------------
 Contrafund Portfolio:                            $38,043,675
Annuity contracts in accumulation                                         11,953,242                 56,538,618
- ----------------------------------------------------------------------------------------------------------------
 Index 500 Portfolio:                             $22,367,490
Annuity contracts in accumulation                                          2,172,818                 27,380,370
- ----------------------------------------------------------------------------------------------------------------
 Investment Grade Bond Portfolio:                  $3,931,632
Annuity contracts in accumulation                                            705,701                  4,761,677
- ----------------------------------------------------------------------------------------------------------------
Insurance Management Series:
 American Leaders Fund II:                        $26,548,788
Annuity contracts in accumulation                                         26,685,567                 61,127,055
- ----------------------------------------------------------------------------------------------------------------
 Growth Strategies Fund II:                        $6,301,239
Annuity contracts in accumulation                                            179,879                  7,182,178
- ----------------------------------------------------------------------------------------------------------------
 High Income Bond Fund II:                        $12,876,189
Annuity contracts in accumulation                                         11,876,490                 27,151,137
- ----------------------------------------------------------------------------------------------------------------
 International Equity Fund II:                     $4,073,916
Annuity contracts in accumulation                                          1,623,538                  5,935,590
- ----------------------------------------------------------------------------------------------------------------
 Prime Money Fund II:                              $1,765,443
Annuity contracts in accumulation                                          5,774,492                  7,744,318
- ----------------------------------------------------------------------------------------------------------------
 U.S. Government Securities Fund II:               $2,942,870
Annuity contracts in accumulation                                          4,508,328                  7,656,209
- ----------------------------------------------------------------------------------------------------------------
 Utility Fund II:                                  $6,514,735
Annuity contracts in accumulation                                          8,800,082                 16,774,494
- ----------------------------------------------------------------------------------------------------------------
Janus Aspen Series:
 Aggressive Growth Portfolio:                     $19,085,222
Annuity contracts in accumulation                                         11,850,407                 31,542,060
- ----------------------------------------------------------------------------------------------------------------
 Balanced Portfolio:                              $10,311,561
Annuity contracts in accumulation                                            725,884                 11,774,244
- ----------------------------------------------------------------------------------------------------------------
 Flexible Income Portfolio:                        $3,237,811
Annuity contracts in accumulation                                          1,568,242                  5,147,217
- ----------------------------------------------------------------------------------------------------------------
 Growth Portfolio:                                $16,916,813
Annuity contracts in accumulation                                          2,567,942                 20,884,154
- ----------------------------------------------------------------------------------------------------------------
 Short-Term Bond Portfolio:                        $1,106,654
Annuity contracts in accumulation                                            749,298                  1,920,611
- ----------------------------------------------------------------------------------------------------------------
 Worldwide Growth Portfolio:                      $54,723,321
Annuity contracts in accumulation                                          5,594,913                 66,472,691
- ----------------------------------------------------------------------------------------------------------------
Lexington Emerging Markets Fund:                   $2,232,953
Annuity contracts in accumulation                                            341,159                  2,515,960
- ----------------------------------------------------------------------------------------------------------------
Lexington Natural Resources Trust Fund:            $2,162,813
Annuity contracts in accumulation                                          1,879,209                  4,751,784
- ----------------------------------------------------------------------------------------------------------------
</TABLE>

                                      S-12
<PAGE>


Variable Annuity Account B

Notes to Financial Statements - December 31, 1996 (continued):


<TABLE>
<CAPTION>
5. Supplemental Information to Statements of Operations and Changes in Net Assets - Year Ended December 31, 1996

- ----------------------------------------------------------------------------------------------------------------------------------
                                                                      Valuation              Proceeds                 Cost of
                                                                       Period                  from                  Investments
                                               Dividends             Deductions                Sales                    Sold
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>                      <C>                   <C>                     <C>
MFS Funds:
 Emerging Growth Series:                           $73,635                ($33,243)              $190,630                $186,959
Annuity contracts in accumulation
- ----------------------------------------------------------------------------------------------------------------------------------
 Research Series:                                   94,710                 (22,219)               253,406                 258,774
Annuity contracts in accumulation
- ----------------------------------------------------------------------------------------------------------------------------------
 Total Return Series:                               87,973                 (13,218)               140,628                 132,113
Annuity contracts in accumulation
- ----------------------------------------------------------------------------------------------------------------------------------
 Value Series:                                       4,089                    (372)                   496                     486
Annuity contracts in accumulation
- ----------------------------------------------------------------------------------------------------------------------------------
 World Government Series:                                0                  (1,705)                19,663                  19,513
Annuity contracts in accumulation
- ----------------------------------------------------------------------------------------------------------------------------------
Neuberger & Berman Advisers
 Management Trust-
 Growth Portfolio:                                 770,877                 (98,063)             3,864,131               3,857,033
Annuity contracts in accumulation
- ----------------------------------------------------------------------------------------------------------------------------------
Scudder Variable Life
 Investment Fund-
 International Portfolio:                          276,128                (136,107)             4,557,311               4,016,790
Annuity contracts in accumulation
- ----------------------------------------------------------------------------------------------------------------------------------
TCI Portfolios, Inc.:
 Balanced Fund:                                     67,198                 (24,832)               247,893                 231,495
Annuity contracts in accumulation
- ----------------------------------------------------------------------------------------------------------------------------------
 Growth Fund:                                    6,228,055                (611,968)            19,145,021              17,607,144
Annuity contracts in accumulation
- ----------------------------------------------------------------------------------------------------------------------------------
 International Fund:                                62,276                 (41,867)               397,143                 365,001
Annuity contracts in accumulation
- ----------------------------------------------------------------------------------------------------------------------------------
Total Variable Annuity Account B              $120,367,178            ($17,483,870)          $365,025,974            $347,598,566
==================================================================================================================================
</TABLE>



Variable Annuity Account B

Notes to Financial Statements - December 31, 1996 (continued):


<TABLE>
<CAPTION>
5. Supplemental Information to Statements of Operations and Changes in Net Assets-Year Ended December 31, 1996 (Continued)

- ----------------------------------------------------------------------------------------------------------------------------------
                                                                             Net Unrealized
                                                                               Gain (Loss)                               Net
                                                   Net                         -----------                            Change in
                                                Realized          Beginning                      End                  Unrealized
                                               Gain (Loss)         of Year                     of Year                Gain (Loss)
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>                <C>                          <C>                     <C>

MFS Funds:
 Emerging Growth Series:                           $3,671                 $0                      ($85,796)              ($85,796)
Annuity contracts in accumulation
- ----------------------------------------------------------------------------------------------------------------------------------
 Research Series:                                  (5,368)                 0                       204,764                204,764
Annuity contracts in accumulation
- ----------------------------------------------------------------------------------------------------------------------------------
 Total Return Series:                               8,515                  0                        72,010                 72,010
Annuity contracts in accumulation
- ----------------------------------------------------------------------------------------------------------------------------------
 Value Series:                                         10                  0                           935                    935
Annuity contracts in accumulation
- ----------------------------------------------------------------------------------------------------------------------------------
 World Government Series:                             150                  0                         9,304                  9,304
Annuity contracts in accumulation
- ----------------------------------------------------------------------------------------------------------------------------------
Neuberger & Berman Advisers
 Management Trust-
 Growth Portfolio:                                  7,098             77,158                        (6,666)               (83,824)
Annuity contracts in accumulation
- ----------------------------------------------------------------------------------------------------------------------------------
Scudder Variable Life
 Investment Fund-
 International Portfolio:                         540,521            652,411                     1,510,449                858,038
Annuity contracts in accumulation
- ----------------------------------------------------------------------------------------------------------------------------------
TCI Portfolios, Inc.:
 Balanced Fund:                                    16,398             16,540                       145,325                128,785
Annuity contracts in accumulation
- ----------------------------------------------------------------------------------------------------------------------------------
 Growth Fund:                                   1,537,877          8,206,103                    (1,588,390)            (9,794,493)
Annuity contracts in accumulation
- ----------------------------------------------------------------------------------------------------------------------------------
 International Fund:                               32,142             15,650                       375,835                360,185
Annuity contracts in accumulation
- ----------------------------------------------------------------------------------------------------------------------------------
Total Variable Annuity Account B              $17,427,408        $28,746,944                  $122,191,053            $93,444,109
==================================================================================================================================
</TABLE>

                                      S-13

<PAGE>

Variable Annuity Account B

Notes to Financial Statements - December 31, 1996 (continued):


<TABLE>
<CAPTION>
5. Supplemental Information to Statements of Operations and Changes in Net Assets-Year Ended December 31, 1996 (Continued)

- ------------------------------------------------------------------------------------------------------------------
                                                     Net
                                                 Increase
                                                 (Decrease)                           Net Assets
                                               In Net Assets             ------------------------------------
                                                  from Unit              Beginning                     End
                                                 Transactions              of Year                    of Year
- ------------------------------------------------------------------------------------------------------------------
<S>                                                <C>                  <C>                        <C>

MFS Funds:
 Emerging Growth Series:                             $9,039,741
Annuity contracts in accumulation                                                   $0                 $8,998,008
- ------------------------------------------------------------------------------------------------------------------
 Research Series:                                    $6,504,625
Annuity contracts in accumulation                                                    0                  6,776,512
- ------------------------------------------------------------------------------------------------------------------
 Total Return Series:                                $4,061,090
Annuity contracts in accumulation                                                    0                  4,216,370
- ------------------------------------------------------------------------------------------------------------------
 Value Series:                                         $204,179
Annuity contracts in accumulation                                                    0                    208,841
- ------------------------------------------------------------------------------------------------------------------
 World Government Series:                              $400,164
Annuity contracts in accumulation                                                    0                    407,913
- ------------------------------------------------------------------------------------------------------------------
Neuberger & Berman Advisers
 Management Trust-
 Growth Portfolio:                                    ($710,088)
Annuity contracts in accumulation                                            8,356,574                  8,242,574
- ------------------------------------------------------------------------------------------------------------------
Scudder Variable Life
 Investment Fund-
 International Portfolio:                              ($54,117)
Annuity contracts in accumulation                                           10,565,664                 12,050,127
- ------------------------------------------------------------------------------------------------------------------
TCI Portfolios, Inc.:
 Balanced Fund:                                      $2,313,929
Annuity contracts in accumulation                                              489,878                  2,991,356
- ------------------------------------------------------------------------------------------------------------------
 Growth Fund:                                       ($7,301,710)
Annuity contracts in accumulation                                           54,311,401                 44,369,162
- ------------------------------------------------------------------------------------------------------------------
 International Fund:                                 $3,691,239
Annuity contracts in accumulation                                              602,619                  4,706,594
- ------------------------------------------------------------------------------------------------------------------
Total Variable Annuity Account B                   $504,121,195         $1,130,935,704             $1,848,811,724
==================================================================================================================

</TABLE>

                                      S-14
<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, 1996, and the related statements of operations and 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, 1996. 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, 1996, 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 Aetna Life Insurance and Annuity Company Variable Annuity Account B
as of December 31, 1996, the results of its operations and the 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, 1996 in conformity with
generally accepted accounting principles.



                                                           KPMG Peat Marwick LLP

Hartford, Connecticut
February 14, 1997
                                      S-15


<PAGE>



            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBIDIARIES

                   Index to Consolidated Financial Statements

                                                                            Page

Independent Auditors' Report                                                 F-2

Consolidated Financial Statements:

   Consolidated Statements of Income for the Years Ended
     December 31, 1996, 1995 and 1994                                        F-3

   Consolidated Balance Sheets as of December 31, 1996
     and 1995                                                                F-4

   Consolidated Statements of Changes in Shareholder's Equity
     for the Years Ended December 31, 1996, 1995 and 1994                    F-5

   Consolidated Statements of Cash Flows for the Years
     Ended December 31, 1996, 1995 and 1994                                  F-6

   Notes to Consolidated Financial Statements                                F-7



                                      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, 1996 and 1995,
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, 1996. 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, 1996 and 1995, and the
results of their operations and their cash flows for each of the years in the
three-year period ended December 31, 1996, in conformity with generally accepted
accounting principles.


                                                       /s/ KPMG Peat Marwick LLP

Hartford, Connecticut
February 4, 1997


                                      F-2
<PAGE>





            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Holdings, Inc.)

                    Consolidated Statements of Income
                               (millions)

                                                Years Ended December 31,
                                           --------------------------------
                                              1996        1995       1994
                                              ----        ----       ----

Revenue:
  Premiums                                   $133.6      $212.7     $191.6
  Charges assessed against policyholders      396.5       318.9      279.0
  Net investment income                     1,045.6     1,004.3      917.2
  Net realized capital gains                   19.7        41.3        1.5
  Other income                                 45.4        42.0       10.3
                                            -------     -------    -------
    Total revenue                           1,640.8     1,619.2    1,399.6
                                            -------     -------    -------

Benefits and expenses:
  Current and future benefits                 968.6       997.2      921.5
  Operating expenses                          342.2       310.8      225.7
  Amortization of deferred policy
   acquisition costs                           69.8        48.0       31.5
  Severance and facilities charges             61.3        --         --
                                            -------     -------    -------
    Total benefits and expenses             1,441.9     1,356.0    1,178.7
                                            -------     -------    -------

Income before income taxes                    198.9       263.2      220.9

Income taxes                                   57.8        87.3       75.6
                                            -------     -------    -------
Net income                                   $141.1      $175.9     $145.3
                                            =======     =======    =======




See Notes to Consolidated Financial Statements.



                                      F-3
<PAGE>





            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Holdings, Inc.)

                         Consolidated Balance Sheets
                        (millions, except share data)


                                                         December 31,
                                                    -------------------------
                                                      1996             1995
                                                      ----             ----
Assets
- ------

Investments:
  Debt securities, available for sale:
   (amortized cost: $12,539.1 and $11,923.7)        $12,905.5        $12,720.8
  Equity securities, available for sale:
   Non-redeemable preferred stock
    (cost: $107.6 and $51.3)                            119.0             57.6
   Investment in affiliated mutual funds
    (cost: $77.3 and $173.4)                             81.1            191.8
   Common stock (cost: $0.0 and $6.9)                     0.3              8.2
   Short-term investments                                34.8             15.1
   Mortgage loans                                        13.0             21.2
   Policy loans                                         399.3            338.6
                                                    ---------        ---------
       Total investments                             13,553.0         13,353.3

  Cash and cash equivalents                             459.1            568.8
  Accrued investment income                             159.0            175.5
  Premiums due and other receivables                     26.6             37.3
  Deferred policy acquisition costs                   1,515.3          1,341.3
  Reinsurance loan to affiliate                         628.3            655.5
  Other assets                                           33.7             26.2
  Separate Account assets                            15,318.3         10,987.0
                                                    ---------        ---------
       Total assets                                 $31,693.3        $27,144.9
                                                    =========        =========

Liabilities and Shareholder's Equity
- -------------------------------------

Liabilities:
  Future policy benefits                             $3,617.0          $3,594.6
  Unpaid claims and claim expenses                       28.9              27.2
  Policyholders' funds left with the Company         10,663.7          10,500.1
                                                    ---------         ---------
      Total insurance reserve liabilities            14,309.6          14,121.9
  Other liabilities                                     354.7             257.2
  Income taxes:
    Current                                              20.7              26.2
    Deferred                                             80.5             169.6
  Separate Account liabilities                       15,318.3          10,987.0
                                                    ---------         ---------
      Total liabilities                              30,083.8          25,561.9
                                                    ---------         ---------

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                                       418.0             407.6
  Net unrealized capital gains                           60.5             132.5
  Retained earnings                                   1,128.2           1,040.1
                                                    ---------         ---------

      Total shareholder's equity                      1,609.5           1,583.0
                                                    ---------         ---------

       Total liabilities and shareholder's equity   $31,693.3         $27,144.9
                                                    =========         =========


See Notes to Consolidated Financial Statements.



                                      F-4
<PAGE>





            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Holdings, Inc.)

          Consolidated Statements of Changes in Shareholder's Equity
                                 (millions)


                                                  Years Ended December 31,
                                             -----------------------------------
                                                  1996       1995      1994
                                                  ----       ----      ----

Shareholder's equity, beginning of year         $1,583.0   $1,088.5   $1,246.7

Capital contributions                               10.4      --         --

Net change in unrealized capital gains (losses)    (72.0)     321.5     (303.5)

Net income                                         141.1      175.9      145.3

Other changes                                      (49.5)     --         --

Common stock dividends declared                     (3.5)      (2.9)     --
                                                --------   --------   --------
Shareholder's equity, end of year               $1,609.5   $1,583.0   $1,088.5
                                                ========   ========   ========



See Notes to Consolidated Financial Statements.



                                      F-5
<PAGE>




            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Holdings, Inc.)

                   Consolidated Statements of Cash Flows
                                 (millions)


<TABLE>
<CAPTION>


                                                                  Years Ended December 31,
                                                           -------------------------------------
                                                               1996        1995         1994
                                                               ----        ----         ----
<S>                                                           <C>          <C>          <C>
Cash Flows from Operating Activities:
  Net income                                                  $141.1       $175.9       $145.3
  Adjustments to reconcile net income to net
   cash (used for) provided by operating activities:
  Decrease (increase) in accrued investment income              16.5        (33.3)       (17.5)
  Decrease in premiums due and other receivables                 1.6         25.4          1.3
  Increase in policy loans                                     (60.7)       (89.9)       (46.0)
  Increase in deferred policy acquisition costs               (174.0)      (177.0)      (105.9)
  Decrease in reinsurance loan to affiliate                     27.2         34.8         27.8
  Net increase in universal life account balances              243.2        393.4        164.7
  (Decrease) increase in other insurance
   reserve liabilities                                        (211.5)        79.0         75.1
  Net increase in other liabilities and other assets             3.1         13.0         52.5
  Decrease in income taxes                                     (26.7)        (4.5)       (10.3)
  Net accretion of discount on investments                     (68.0)       (66.4)       (77.9)
  Net realized capital gains                                   (19.7)       (41.3)        (1.5)
  Other, net                                                     1.1          --          (1.0)
                                                            --------     --------     --------
    Net cash (used for) provided by operating activities      (126.8)       309.1        206.6
                                                            --------     --------     --------

Cash Flows from Investing Activities:
  Proceeds from sales of:
   Debt securities available for sale                        5,182.2      4,207.2      3,593.8
   Equity securities                                           190.5        180.8         93.1
   Mortgage loans                                                8.7         10.7         --
   Limited partnership                                          --           26.6         --
  Investment maturities and collections of:
   Debt securities available for sale                          885.2        583.9      1,289.2
   Short-term investments                                       35.0        106.1         30.4
  Cost of investment purchases in:
   Debt securities available for sale                       (6,534.3)    (6,034.0)    (5,621.4)
   Equity securities                                          (118.1)      (170.9)      (162.5)
   Short-term investments                                      (54.7)       (24.7)      (106.1)
   Mortgage loans                                               --          (21.3)        --
   Limited partnership                                          --           --          (25.0)
  Other, net                                                   (17.6)        --           --
                                                            --------     --------     --------
    Net cash used for investing activities                    (423.1)    (1,135.6)      (908.5)
                                                            --------     --------     --------

Cash Flows from Financing Activities:
  Deposits and interest credited for investment contracts    1,579.5      1,884.5      1,737.8
  Withdrawals of investment contracts                       (1,146.2)    (1,109.6)      (948.7)
  Additional capital contributions                              10.4         --           --
  Dividends paid to shareholder                                 (3.5)        (2.9)        --
                                                            --------     --------     --------
    Net cash provided by financing activities                  440.2        772.0        789.1
                                                            --------     --------     --------

Net (decrease) increase in cash and cash equivalents          (109.7)       (54.5)        87.2
Cash and cash equivalents, beginning of year                   568.8        623.3        536.1
                                                            --------     --------     --------

Cash and cash equivalents, end of year                        $459.1       $568.8       $623.3
                                                            ========     ========     ========

Supplemental cash flow information:
  Income taxes paid, net                                       $85.5        $92.8        $85.9
                                                            ========     ========     ========

See Notes to Consolidated Financial Statements.
</TABLE>



                                      F-6
<PAGE>



            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Holdings, Inc.)

                   Notes to Consolidated Financial Statements

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 individual life insurance.

     Financial services products include annuity contracts that offer a variety
     of funding and payout options for individual and employer-sponsored
     retirement plans qualified under Internal Revenue Code Sections 401, 403,
     408 and 457, and non-qualified annuity contracts. These contracts may be
     deferred or immediate ("payout annuities"). Financial services also include
     investment advisory services, financial planning and pension plan
     administrative services.

     Individual life insurance products include universal life, variable
     universal life, traditional whole life and term insurance.

     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 Holdings, Inc.
     ("HOLDCO"). HOLDCO is a wholly owned subsidiary of Aetna Retirement
     Services, Inc., whose ultimate parent is Aetna Inc. ("Aetna").

     The consolidated financial statements have been prepared in accordance with
     generally accepted accounting principles. Certain reclassifications have
     been made to 1995 and 1994 financial information to conform to the 1996
     presentation.

     Future Application of Accounting Standards

     Financial Accounting Standard ("FAS") No. 125, Accounting for Transfers and
     Servicing of Financial Assets and Extinguishments of Liabilities, was
     issued in June 1996. This statement provides accounting and reporting
     standards for transfers of financial assets and extinguishments of
     liabilities. Transactions covered by this statement would include
     securitizations, sales of partial interests in assets, repurchase
     agreements and securities lending. This statement requires that after a
     transfer of financial assets, an entity would recognize any assets it
     controls and liabilities it has incurred. An entity would not recognize
     assets when control has been surrendered or liabilities have been
     satisfied. Portions of this statement are effective for each of 1997 and
     1998 financial statements and early adoption is not permitted. The Company
     does not expect adoption of this statement to have a material effect on its
     financial position or results of operations.



                                      F-7
<PAGE>

            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Holdings, Inc.)

             Notes to Consolidated Financial Statements (Continued)

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 Equivalents

     Cash and cash equivalents include cash on hand, money market instruments
     and other debt issues with a maturity of 90 days or less when purchased.

     Investments

     All of the Company's debt and equity securities are classified as available
     for sale and carried at fair value. These securities are written down (as
     realized capital losses) for other than temporary declines in value.
     Unrealized capital gains and losses related to available for sale other
     than amounts allocable to experience rated contractholders, are reflected
     in shareholder's equity, net of related taxes.

     Fair values for debt and equity 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 and equity securities are recorded on the trade
     date.

     The investment in affiliated mutual funds primarily 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 are carried at unpaid principal balances,
     net of impairment reserves. Sales of mortgage loans are recorded on the
     closing date.

     Short-term investments, consisting primarily of money market instruments
     and other debt issues purchased with a maturity of 91 days to one year, are
     considered available for sale and are carried at fair value, which
     approximates amortized cost.



                                      F-8
<PAGE>


            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Holdings, Inc.)

             Notes to Consolidated Financial Statements (Continued)

1.   Summary of Significant Accounting Policies (Continued)

     Futures contracts are carried at fair value and require daily cash
     settlement. Changes in the fair value of futures contracts that qualify as
     hedges are deferred and recognized as an adjustment to the hedged asset or
     liability. Deferred gains or losses on such futures contracts are amortized
     over the life of the acquired asset or liability as a yield adjustment or
     through net realized capital gains or losses upon disposal of an asset.
     Changes in the fair value of futures contracts that do not qualify as
     hedges are recorded in net realized capital gains or losses. Hedge
     designation requires specific asset or liability identification, a
     probability at inception of high correlation with the position underlying
     the hedge, and that high correlation be maintained throughout the hedge
     period. If a hedging instrument ceases to be highly correlated with the
     position underlying the hedge, hedge accounting ceases at that date and
     excess gains and losses on the hedging instrument are reflected in net
     realized capital gains or losses.

     Swap agreements which are designated as interest rate risk management
     instruments at inception are accounted for using the accrual method.
     Accordingly, the difference between amounts paid and received on such
     agreements is reported in net investment income. There is no recognition in
     the Consolidated Balance Sheets for changes in the fair value of the
     agreement.

     Deferred Policy Acquisition Costs

     Certain costs of acquiring insurance business are deferred. These costs,
     all of which vary with and are primarily related to the production of new
     and renewal 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 (up to 20 years). For universal life and certain
     annuity contracts, such costs are amortized in proportion to estimated
     gross profits and adjusted to reflect actual gross profits over the life of
     the contracts (up to 20 years).

     Deferred policy acquisition costs are written off to the extent that it is
     determined that future policy premiums and investment income or gross
     profits are not adequate to cover related losses and expenses.

     Insurance Reserve Liabilities

     Future Policy Benefits include reserves for universal life, immediate
     annuities with life contingent payouts and traditional life insurance
     contracts. Reserves for universal life contracts are equal to cumulative
     deposits less charges and withdrawals plus credited interest thereon.
     Reserves for immediate annuities with life contingent payouts and
     traditional life insurance contracts are computed on the basis of assumed
     investment yield, mortality, and expenses, including a margin for adverse
     deviations. Such assumptions generally vary by plan, year of issue and
     policy duration. Reserve interest rates range from 2.25% to 12.00%.
     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.



                                      F-9
<PAGE>


            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Holdings, Inc.)

             Notes to Consolidated Financial Statements (Continued)

1.   Summary of Significant Accounting Policies (Continued)

     Policyholders' Funds Left With the Company include reserves for deferred
     annuity investment contracts and immediate annuities without life
     contingent payouts. Reserves on such contracts are equal to cumulative
     deposits less charges and withdrawals plus credited interest thereon (rates
     range from 4.00% to 7.00%), net of adjustments for investment experience
     that the Company is entitled to reflect in future credited interest.
     Reserves on contracts subject to experience rating reflect the rights of
     contractholders, plan participants and 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

     For universal life and certain annuity contracts, charges assessed against
     policyholders' funds for the cost of insurance, surrender charges,
     actuarial margin and other fees are recorded as revenue in charges assessed
     against policyholders. Other amounts received for these contracts are
     reflected as deposits and are not recorded as revenue. Life insurance
     premiums, other than premiums for universal life and certain annuity
     contracts, are recorded as premium revenue when due. Related policy
     benefits are recorded in relation to the associated premiums or gross
     profit so that profits are recognized over the expected lives of the
     contracts. When annuity payments begin under contracts with life contingent
     payouts that were initially investment contracts, the accumulated balance
     in the account is treated as a single premium for the purchase of an
     annuity, reflected as an offsetting amount in both premiums and current and
     future benefits in the Consolidated Statements of Income.

     Separate Accounts

     Assets held under variable universal 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, the Aetna Series Fund Inc., or the
     Aetna Generation Funds (collectively, "Funds"), 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. Since the Company bears
     the investment risk where the contract is held to maturity, the assets of
     the Separate Account supporting the guaranteed interest option are carried
     at an amortized cost of $515.6 million for 1996 (fair value $523.0 million)
     and $322.2 million for 1995 (fair value $343.9 million). Reserves relating
     to the guaranteed interest option are maintained at fund value and reflect
     interest credited at rates ranging from 4.10% to 8.00% in 1996 and 4.50% to
     8.38% in 1995.



                                      F-10
<PAGE>


            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Holdings, Inc.)

             Notes to Consolidated Financial Statements (Continued)

1.   Summary of Significant Accounting Policies (Continued)

     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 and losses of the Separate Accounts
     are not reflected in the Consolidated Statements of Income (with the
     exception of realized capital gains and 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.

     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 expenses/benefits result from changes during the year
     in cumulative temporary differences between the tax basis and book basis of
     assets and liabilities.



                                      F-11
<PAGE>


            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Holdings, Inc.)

             Notes to Consolidated Financial Statements (Continued)

2.   Investments

     Debt securities available for sale as of December 31, 1996 were as follows:
<TABLE>
<CAPTION>

                                                          Gross       Gross
                                            Amortized  Unrealized   Unrealized    Fair
                                              Cost        Gains       Losses     Value
                                              ----        -----       ------     -----
                                                       (millions)
<S>                                        <C>         <C>         <C>         <C>
U.S. government and government
   agencies and authorities                $ 1,072.4   $    20.5   $     4.5   $ 1,088.4

States, municipalities and political
   subdivisions                                  6.0         1.2        --           7.2

U.S. corporate securities:
     Financial                               2,143.4        43.1         9.7     2,176.8
     Food & fiber                              198.2         4.6         1.3       201.5
     Healthcare & consumer products            735.9        20.2         6.3       749.8
     Media & broadcast                         274.9         7.0         2.8       279.1
     Natural resources                         187.7         4.5         0.4       191.8
     Transportation & capital goods            521.9        22.0         1.8       542.1
     Utilities                                 448.8        14.8         2.8       460.8
     Other                                     141.5         3.0        --         144.5
                                           ---------   ---------   ---------   ---------
   Total U.S. corporate securities           4,652.3       119.2        25.1     4,746.4

Foreign Securities:
     Government                                758.6        36.0         5.7       788.9
     Utilities                                 187.8        16.1        --         203.9
     Other                                     945.5        30.9         6.3       970.1
                                           ---------   ---------   ---------   ---------
   Total foreign securities                  1,891.9        83.0        12.0     1,962.9

Residential mortgage-backed securities:
     Pass-throughs                             792.2        78.3         3.1       867.4
     Collateralized mortgage obligations     2,227.8        94.9        13.7     2,309.0
                                           ---------   ---------   ---------   ---------
Total residential mortgage-
   backed securities                         3,020.0       173.2        16.8     3,176.4

Commercial/Multifamily mortgage-
   backed securities                         1,008.7        24.8         5.6     1,027.9

Other asset-backed securities                  887.8        10.7         2.2       896.3
                                           ---------   ---------   ---------   ---------

Total Debt Securities                      $12,539.1   $   432.6   $    66.2   $12,905.5
                                           =========   =========   =========   =========
</TABLE>



                                      F-12
<PAGE>



            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Holdings, Inc.)

             Notes to Consolidated Financial Statements (Continued)

2.   Investments (Continued)

     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. government and government
   agencies and authorities                $   539.5   $    47.5   $    --     $   587.0

States, municipalities and political
   subdivisions                                 41.4        12.4        --          53.8

U.S. Corporate securities:
     Financial                               2,764.4       110.3         2.1     2,872.6
     Food & fiber                              310.8        20.8         0.6       331.0
     Healthcare & consumer products            766.0        59.2         0.2       825.0
     Media & broadcast                         191.7        10.0        --         201.7
     Natural resources                         186.9        12.6         0.2       199.3
     Transportation & capital goods            602.4        46.7         0.2       648.9
     Utilities                                 454.4        27.8         1.0       481.2
     Other                                     119.9        10.2        --         130.1
                                           ---------   ---------   ---------   ---------
   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
     Utilities                                 236.3        32.9                   269.2
     Other                                     749.9        60.5         3.5       806.9
                                           ---------   ---------   ---------   ---------
   Total foreign securities                  1,302.6       119.5         5.5     1,416.6

Residential mortgage-backed securities:
     Pass-throughs                             556.7        99.2         1.8       654.1
     Collateralized mortgage obligations     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

Other asset-backed securities                  961.2        35.5         0.5       996.2
                                           ---------   ---------   ---------   ---------

Total Debt Securities                      $11,923.7   $   811.6   $    14.5   $12,720.8
                                           =========   =========   =========   =========

</TABLE>


                                      F-13
<PAGE>


            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Holdings, Inc.)

             Notes to Consolidated Financial Statements (Continued)

2.   Investments (Continued)

     At December 31, 1996 and 1995, net unrealized appreciation of $366.4
     million and $797.1 million, respectively, on available for sale debt
     securities included $288.5 million and $619.1 million, respectively,
     related to experience rated contracts, which were not reflected in
     shareholder's equity but in Future Policy Benefits and Policyholders' Funds
     Left With the Company.

     The amortized cost and fair value of debt securities for the year ended
     December 31, 1996 are shown below by contractual maturity. Actual
     maturities may differ from contractual maturities because securities may be
     restructured, called, or prepaid.

                                                      Amortized          Fair
                                                         Cost            Value
                                                      ---------          -----
                                                               (millions)
      Due to mature:
        One year or less                              $   424.4        $   425.7
        After one year through five years               2,162.4          2,194.2
        After five years through ten years              2,467.4          2,509.6
        After ten years                                 2,568.4          2,675.4
        Mortgage-backed securities                      4,028.7          4,204.3
        Other asset-backed securities                     887.8            896.3
                                                      ---------        ---------
               Total                                  $12,539.1        $12,905.5
                                                      =========        =========

     The Company engages in securities lending whereby certain securities from
     its portfolio are loaned to other institutions for short periods of time.
     Collateral, primarily cash, 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, 1996 and 1995, the Company had loaned
     securities (which are reflected as invested assets) with a market value of
     approximately $444.7 million and $264.5 million, respectively.

     At December 31, 1996 and 1995, debt securities carried at $7.6 million and
     $7.4 million, respectively, were on deposit as required by regulatory
     authorities.

     The carrying value of non-income producing investments was $0.9 million and
     $0.1 million at December 31, 1996 and 1995, respectively.

     The Company did not have any 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, 1996.



                                      F-14
<PAGE>


            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Holdings, Inc.)

             Notes to Consolidated Financial Statements (Continued)

2.   Investments (Continued)

     Included in the Company's total debt securities were residential
     collateralized mortgage obligations ("CMOs") supporting the following:
<TABLE>
<CAPTION>

                                                         1996                   1995
                                                         ----                   ----
                                                    Fair     Amortized     Fair      Amortized
                                                   Value        Cost      Value         Cost
                                                   -----        ----      -----         ----
                                                                  (millions)
<S>                                              <C>         <C>         <C>         <C>
     Total residential CMOs (1)                  $2,309.0    $2,227.8    $2,549.4    $2,383.9
                                                 ========    ========    ========    ========
     Percentage of total:
       Supporting experience rated products          84.2%                   85.3%
       Supporting remaining products                 15.8%                   14.7%
                                                 --------                --------
                                                    100.0%                  100.0%
                                                 ========                ========
</TABLE>

     (1)  At December 31, 1996 and 1995, approximately 71% and 81%,
          respectively, of the Company's residential CMO holdings were backed by
          government agencies such as GNMA, FNMA, FHLMC.

     There are various categories of CMOs which are subject to different degrees
     of risk from changes in interest rates and, for nonagency-backed CMOs,
     defaults. The principal risks inherent in holding CMOs are prepayment and
     extension risks related to dramatic decreases and increases in interest
     rates resulting in the repayment of principal from the underlying mortgages
     either earlier or later than originally anticipated.

     At December 31, 1996 and 1995, approximately 68% and 79%, respectively, of
     the Company's CMO holdings were in planned amortization class ("PAC") and
     sequential structure tranches, which are subject to less prepayment and
     extension risk than other types of CMO instruments. At December 31, 1996
     and 1995, approximately 3% of the Company's CMO holdings were in the
     interest-only ("IOs") and principal-only ("POs") tranches, which are
     subject to more prepayment and extension risks than other types of CMO
     instruments. Remaining CMO holdings are in other tranches that have
     prepayment and extension risks which fall between the degree of risk
     associated with PACs and sequentials, and IOs and POs.



                                      F-15
<PAGE>


            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Holdings, Inc.)

             Notes to Consolidated Financial Statements (Continued)

2.   Investments (Continued)

     Investments in available for sale equity securities were as follows:

                                             Gross         Gross
                              Amortized      Unrealized    Unrealized   Fair
                                 Cost        Gains         Losses       Value
                                 ----        ----------    ----------   -----
                                                  (millions)
       1996
       Equity Securities       $ 184.9       $  16.3       $   0.8      $ 200.4
                               =======       =======       =======      =======
       1995
       Equity Securities       $ 231.6       $  27.2       $   1.2      $ 257.6
                               =======       =======       =======      =======

3.   Financial Instruments

     Estimated Fair Value

     The carrying values and estimated fair values of certain of the Company's
     financial instruments at December 31, 1996 and 1995 were as follows:
<TABLE>
<CAPTION>

                                                    1996                    1995
                                             ------------------       -----------------
                                             Carrying     Fair        Carrying    Fair
                                             Value        Value       Value       Value
                                             -----        -----       -----       -----
                                                         (millions)
<S>                                          <C>          <C>         <C>         <C>
Assets:
    Mortgage loans                           $    13.0    $    13.2   $    21.2   $    21.9
Liabilities:
    Investment contract liabilities:
          With a fixed maturity              $ 1,014.1    $ 1,028.8   $   989.1   $ 1,001.2
          Without a fixed maturity             9,649.6      9,427.6     9,511.0     9,298.4
</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 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, price and liquidity
     risks, the fair values of all assets and liabilities should be taken into
     consideration, not only those presented above.



                                      F-16
<PAGE>

            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Holdings, Inc.)

             Notes to Consolidated Financial Statements (Continued)

3.   Financial Instruments (Continued)

     The following valuation methods and assumptions were used by the Company in
     estimating the fair value of the above financial instruments:

     Mortgage loans: Fair values are 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.

     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 and Other Financial Instruments (including Derivative
     Financial Instruments)

     The Company uses off-balance-sheet and other financial instruments
     primarily to manage portfolio risks, including interest rate,
     prepayment/call, credit, price, and liquidity risks. In 1996, Treasury
     futures contracts were used to manage interest rate risk in the Company's
     bond portfolio and stock index futures contracts were used to manage price
     risk in the Company's equity portfolio. In 1996 and 1995, interest rate
     swaps and forward commitments to enter into interest rate swaps,
     respectively, were also used to manage interest rate risk in the Company's
     bond portfolio.

     Futures Contracts:

     Futures contracts represent commitments to either purchase or sell
     underlying assets at a specified future date. Futures contracts trade on
     organized exchanges and, therefore, have minimal credit risk. Cash
     settlements are made daily based on changes in the prices of the underlying
     assets. There were no futures contracts open as of December 31, 1996 and
     1995.



                                      F-17
<PAGE>


            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Holdings, Inc.)

             Notes to Consolidated Financial Statements (Continued)

3.   Financial Instruments (Continued)

     Interest Rate Swaps:

     Under interest rate swaps, the Company agrees with other parties to
     exchange interest amounts calculated by reference to an agreed notional
     principal amount. Generally, no cash is exchanged at the outset of the
     contract and no principal payments are made. A single net payment is
     usually made by one counterparty at each due date or upon termination of
     the contract. The Company would be exposed to credit-related losses in the
     event of nonperformance by counterparties to financial instruments,
     however, the Company controls its exposure to credit risk through credit
     approvals, credit limits and regular monitoring procedures. The credit
     exposure of interest rate swaps is represented by the fair value (market
     value) of contracts with a positive fair value (market value) at the
     reporting date. There were no interest rate swap agreements open as of
     December 31, 1996. At December 31, 1995, the Company had an open forward
     swap agreement with a notional amount of $100.0 million and a fair value of
     $0.1 million.

     During 1995, the Company received $0.4 million for writing call options on
     underlying securities. The Company did not write any call options in 1996.
     As of December 31, 1996 and 1995, there were no option contracts
     outstanding.

     The Company also had investments in certain debt instruments with
     derivative characteristics, including those whose market value is at least
     partially determined by, among other things, levels of or changes in
     domestic and/or foreign interest rates (short or long term), exchange
     rates, prepayment rates, equity markets or credit ratings/spreads. The
     amortized cost and fair value of these securities, included in the debt
     securities portfolio, as of December 31, 1996 was as follows:

                                                          Amortized      Fair
                                                             Cost        Value
                                                             ----        -----
                                                                 (millions)

       Residential collateralized mortgage obligations    $ 2,227.8    $ 2,309.0
            Principal-only strips (included above)             44.5         53.3
            Interest-only strips (included above)              10.3         22.8
       Other structured securities with derivative
            characteristics (1)                               126.3        129.2

     (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.



                                      F-18
<PAGE>


            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Holdings, Inc.)

             Notes to Consolidated Financial Statements (Continued)

4.   Net Investment Income

     Sources of net investment income were as follows:
                                                1996         1995         1994
                                                ----         ----         ----
                                                          (millions)

     Debt securities                         $  945.3     $  891.5     $  823.9
     Preferred stock                              5.9          4.2          3.9
     Investment in affiliated mutual funds       14.3         14.9          5.2
     Mortgage loans                               2.2          1.4          1.4
     Policy loans                                18.4         13.7         11.5
     Reinsurance loan to affiliate               44.1         46.5         51.5
     Cash equivalents                            29.4         38.9         29.5
     Other                                        2.1          8.4          6.7
                                             --------     --------     --------
     Gross investment income                  1,061.7      1,019.5        933.6
     Less investment expenses                   (16.1)       (15.2)       (16.4)
                                             --------     --------     --------
     Net investment income                   $1,045.6     $1,004.3     $  917.2
                                             ========     ========     ========

     Net investment income includes amounts allocable to experience rated
     contractholders of $787.6 million, $744.2 million and $677.1 million for
     the years ended December 31, 1996, 1995 and 1994, respectively. Interest
     credited to contractholders is included in Current and Future Benefits.

5.  Dividend Restrictions and Shareholder's Equity

     The Company paid $3.5 million in cash dividends to HOLDCO in 1996. In 1995,
     the Company dividended $2.9 million in the form of two of its subsidiaries,
     Systematized Benefits Administrators, Inc. and Aetna Investment Services,
     Inc., to Aetna Retirement Services, Inc. (the Company's former parent).

     The amount of dividends that may be paid to the shareholder in 1997 without
     prior approval by the Insurance Commissioner of the State of Connecticut is
     $71.1 million.

     The Insurance Department of the State of Connecticut (the "Department")
     recognizes as net income and shareholder's capital and surplus 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
     $57.8 million, $70.0 million and $64.9 million for the years ended December
     31, 1996, 1995 and 1994, respectively. Statutory capital and surplus was
     $713.6 million and $670.7 million as of December 31, 1996 and 1995,
     respectively.

     As of December 31, 1996 the Company does not utilize any statutory
     accounting practices which are not prescribed by state regulatory
     authorities that, individually or in the aggregate, materially affect
     statutory capital and surplus.



                                      F-19
<PAGE>


            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Holdings, Inc.)

             Notes to Consolidated Financial Statements (Continued)

6.   Capital Gains and Losses on Investment Operations

     Realized capital gains or losses are the difference between the carrying
     value and sale proceeds of specific investments sold.

     Net realized capital gains on investments were as follows:

                                                  1996        1995        1994
                                                  ----        ----        ----
                                                           (millions)

       Debt securities                         $   11.1     $  32.8     $   1.0
       Equity securities                            8.6         8.3         0.2
       Mortgage loans                               --          0.2         0.3
                                               --------     --------    -------
       Pretax realized capital gains           $   19.7     $  41.3     $   1.5
                                               ========     =======     =======
       After tax realized capital gains        $   13.0     $  25.8     $   1.0
                                               ========     =======     =======

     Net realized capital gains of $53.1 million and $61.1 million for 1996 and
     1995, respectively, and net realized capital losses of $29.1 million for
     1994, allocable to experience rated contracts, were deducted from net
     realized capital gains (losses) and an offsetting amount was reflected in
     policyholder funds' left with the Company. Net unamortized gains were $53.3
     million and $7.3 million at December 31, 1996 and 1995, respectively.

     Changes to the mortgage loan valuation reserve and writedowns on debt
     securities for other than temporary declines in value are included in net
     realized capital gains (losses) and amounted to $(3.3) million, $3.1
     million and $1.1 million, of which $(3.2) million, $2.2 million and $0.8
     million were allocable to experience rated contractholders, for the years
     ended December 31, 1996, 1995 and 1994, respectively. There was no
     valuation reserve for mortgage loans at December 31, 1996 or at December
     31, 1995.

     Proceeds from the sale of available for sale debt securities and the
     related gross gains and losses were as follows:

                                           1996          1995            1994
                                           ----          ----            ----
                                                      (millions)

     Proceeds on Sales                   $5,182.2      $4,207.2       $3,593.8
     Gross gains                             24.3          44.6           26.6
     Gross losses                            13.2          11.8           25.6



                                      F-20
<PAGE>


            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Holdings, Inc.)

             Notes to Consolidated Financial Statements (Continued)

6.   Capital Gains and Losses on Investment Operations (Continued)

     Changes in shareholder's equity related to changes in unrealized capital
     gains (losses), (excluding those related to experience rated
     contractholders), were as follows:

                                                 1996         1995        1994
                                                 ----         ----        ----
                                                         (millions)

     Debt securities                          $ (100.1)    $  255.9    $ (242.1)
     Equity securities                           (10.5)        27.3       (13.3)
     Limited partnership                           --           1.8        (1.8)
                                              --------     --------    --------
                                                (110.6)       285.0      (257.2)

     Deferred income taxes (See Note 8)          (38.6)       (36.5)       46.3
                                              --------     --------    --------
     Net change in unrealized
        capital gains (losses)                $  (72.0)    $  321.5    $ (303.5)
                                              ========     ========    ========

     Net unrealized capital gains allocable to experience rated contracts of
     $245.2 million and $43.3 million at December 31, 1996 and $515.0 million
     and $104.1 million at December 31, 1995 are reflected on the Consolidated
     Balance Sheets in Policyholders' Funds Left With the Company and Future
     Policy Benefits, respectively, and are not included in shareholder's
     equity.

     Shareholder's equity included the following unrealized capital gains
     (losses), which are net of amounts allocable to experience rated
     contractholders, at December 31:

                                               1996         1995          1994
                                               ----         ----          ----
                                                          (millions)
     Debt securities
       Gross unrealized capital gains         $101.7       $179.3       $  27.4
       Gross unrealized capital losses         (23.8)        (1.3)       (105.2)
                                              ------       ------       --------
                                                77.9        178.0         (77.8)
     Equity securities
       Gross unrealized capital gains           16.3         27.2           6.5
       Gross unrealized capital losses          (0.8)        (1.2)         (7.9)
                                              ------       ------       --------
                                                15.5         26.0          (1.4)
     Limited Partnership                        --           --            --
       Gross unrealized capital gains           --           --            --
       Gross unrealized capital losses          --           --            (1.8)
                                              ------       ------       --------
                                                --           --            (1.8)

     Deferred income taxes (See Note 8)         32.9         71.5         108.0
                                              ------       ------       --------

     Net unrealized capital gains (losses)    $ 60.5       $132.5       $(189.0)
                                              ======       ======       ========



                                      F-21
<PAGE>


            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Holdings, Inc.)

             Notes to Consolidated Financial Statements (Continued)

7.   Severance and Facilities Charges

     Severance and facilities charges during 1996, as described below, included
     the following (pretax):
<TABLE>
<CAPTION>

                                                    Vacated
                                          Asset      Leased             Corporate
(Millions)                   Severance  Write-Off   Property     Other  Allocation    Total
- --------------------------------------------------------------------------------------------
<S>                            <C>        <C>        <C>        <C>        <C>        <C>
Financial Services             $ 29.1     $  1.0     $  1.3     $  1.7     $ --       $ 33.1
Individual Life Insurance        12.5        0.4        0.5        0.8       --         14.2
Corporate Allocation             --         --         --         --         14.0       14.0
                             ---------------------------------------------------------------
   Total Company               $ 41.6     $  1.4     $  1.8     $  2.5     $ 14.0     $ 61.3
- --------------------------------------------------------------------------------------------
</TABLE>

     In the third quarter of 1996, the Company recorded a $30.7 million after
     tax ($47.3 million pretax) charge principally related to actions taken or
     expected to be taken to improve its cost structure relative to its
     competitors. The severance portion of the charge is based on a plan to
     eliminate 702 positions (primarily customer service, sales and information
     technology support staff). The facilities portion of the charge is based on
     a plan to consolidate sales/service field offices.

     In addition to the above charge, Aetna recorded a facilities and severance
     charge in the second quarter of 1996, primarily as a result of actions
     taken or expected to be taken to reduce the level of corporate expenses and
     other costs previously absorbed by Aetna's property-casualty operations.
     The cost allocated to the Company associated with this charge was $9.1
     million after tax ($14.0 million pretax).

     The activity during 1996 within the severance and facilities reserve
     (pretax, in millions) and the number of positions eliminated related to
     such actions were as follows:

                                                    Reserve            Positions
     ---------------------------------------------------------------------------
       Beginning of year                           $   --                 --
       Severance and facilities charges               47.3                702
       Corporate Allocation                           14.0                --
       Actions taken (1)                             (13.4)              (178)
                                                 -------------------------------
          End of year                              $  47.9                524
     ---------------------------------------------------------------------------

     (1)  Includes $8.0 million of severance-related actions and $4.1 million of
          corporate allocation-related actions.

     The Company's severance actions are expected to be substantially completed
     by March 31, 1998. The corporate allocation actions and the vacating of the
     leased office space are expected to be substantially completed in 1997.



                                      F-22
<PAGE>


            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Holdings, Inc.)

             Notes to Consolidated Financial Statements (Continued)

8.   Income Taxes

     The Company is included in the consolidated federal income tax return and
     combined Connecticut and New York state income tax returns 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 used in the consolidated
     returns.

     Income taxes for the years ended December 31, consist of:

                                                      1996      1995      1994
                                                      ----      ----      ----
                                                             (millions)
     Current taxes (benefits):
     Income Taxes:
       Federal                                       $ 50.9    $ 82.9    $ 78.7
       State                                            3.7       3.2       4.4
       Net realized capital gains (losses)             25.3      28.5     (33.2)
                                                     ------    ------    ------
                                                       79.9     114.6      49.9
                                                     ------    ------    ------
     Deferred taxes (benefits):
     Income Taxes:
       Federal                                         (3.5)    (14.4)     (8.0)
       Net realized capital gains (losses)            (18.6)    (12.9)     33.7
                                                     ------    ------    ------
                                                      (22.1)    (27.3)     25.7
                                                     ------    ------    ------
          Total                                      $ 57.8    $ 87.3    $ 75.6
                                                     ======    ======    ======


     Income taxes were different from the amount computed by applying the
     federal income tax rate to income before income taxes for the following
     reasons:

                                                      1996      1995      1994
                                                      ----      ----      ----
                                                            (millions)

     Income before income taxes                      $198.9    $263.2    $220.9
     Tax rate                                            35%       35%       35%
                                                     ------    ------    ------
     Application of the tax rate                       69.6      92.1      77.3
                                                     ------    ------    ------
     Tax effect of:
          State income tax, net of federal benefit      2.4       2.1       2.9
          Excludable dividends                         (8.7)     (9.3)     (8.6)
          Other, net                                   (5.5)      2.4       4.0
                                                     ------    ------    ------
            Income taxes                             $ 57.8    $ 87.3    $ 75.6
                                                     ======    ======    ======



                                      F-23
<PAGE>


            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Holdings, Inc.)

             Notes to Consolidated Financial Statements (Continued)

8.   Income Taxes (Continued)

     The tax effects of temporary differences that give rise to deferred tax
     assets and deferred tax liabilities at December 31 are presented below:

                                                            1996          1995
                                                            ----          ----
                                                                (millions)
       Deferred tax assets:
            Insurance reserves                            $ 344.6       $ 290.4
            Unrealized gains allocable to
              experience rated contracts                    100.8         216.7
            Investment losses                                 7.5           7.3
            Postretirement benefits other
              than pensions                                  27.0           7.7
            Deferred compensation                            25.0          18.9
            Pension                                           7.6           5.7
            Other                                            29.3           9.2
                                                          -------       -------
       Total gross assets                                   541.8         555.9

       Deferred tax liabilities:
            Deferred policy acquisition costs               482.1         433.0
            Market discount                                   6.8           4.4
            Net unrealized capital gains                    133.7         288.2
            Other                                            (0.3)         (0.1)
                                                          -------       -------
       Total gross liabilities                              622.3         725.5
                                                          -------       -------
       Net deferred tax liability                         $  80.5       $ 169.6
                                                          =======       =======

     Net unrealized capital gains and losses are presented in shareholder's
     equity net of deferred taxes. Valuation allowances are provided when it is
     not considered more likely than not that deferred tax assets will be
     realized. As of December 31, 1996 and 1995, no valuation allowances were
     required for unrealized capital gains and losses.

     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, 1996. 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.



                                      F-24
<PAGE>


            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Holdings, Inc.)

             Notes to Consolidated Financial Statements (Continued)

8.   Income Taxes (Continued)

     The Internal Revenue Service ("Service") has completed examinations of the
     consolidated federal income tax returns of Aetna through 1990. Discussions
     are being held with the Service with respect to proposed adjustments.
     Management believes there are adequate defenses against, or sufficient
     reserves to provide for, any such adjustments. The Service has commenced
     its examinations for the years 1991 through 1994.

9.   Benefit Plans

     Employee Pension Plans - The Company, in conjunction with Aetna, has
     noncontributory defined benefit pension plans covering substantially all
     employees. The plans provide pension benefits based on years of service and
     average annual compensation (measured over 60 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 tax-deductible. As of
     December 31, 1996, Aetna's accrued pension cost has been allocated to its
     subsidiaries, including the Company, under an allocation based on eligible
     salaries. Data on a separate company basis regarding the proportionate
     share of the projected benefit obligation and plan assets is not available.
     The accumulated benefit obligation and plan assets are recorded by Aetna.
     As of the measurement date (i.e., September 30), the accumulated plan
     assets exceeded accumulated plan benefits. Allocated pretax charges to
     operations for the pension plan (based on the Company's total salary cost
     as a percentage of Aetna's total salary cost) were $4.3 million, $6.1
     million and $5.5 million for the years ended December 31, 1996, 1995 and
     1994, respectively.

     Employee Postretirement Benefits - In addition to providing pension
     benefits, Aetna currently provides health care and life insurance benefits,
     subject to certain caps, for retired employees. A comprehensive medical and
     dental plan is offered to all full-time employees retiring at age 50 with
     15 years of service or at age 65 with 10 years of service. Retirees are
     generally required to contribute to the plans based on their years of
     service with Aetna. The costs to the Company associated with the Aetna
     postretirement plans for 1996, 1995 and 1994 were $1.8 million, $1.4
     million and $1.0 million, respectively.

     As of December 31, 1996, Aetna transferred to the Company approximately
     $77.7 million of accrued liabilities, primarily related to the pension and
     postretirement benefit plans described above, that had been previously
     recorded by Aetna. The after tax amount of this transfer (approximately
     $50.5 million) is reported as a reduction in retained earnings.

     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. As of the measurement
     date (i.e., September 30), the accumulated plan assets exceeded accumulated
     plan benefits.



                                      F-25
<PAGE>


            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Holdings, Inc.)

             Notes to Consolidated Financial Statements (Continued)

9.   Benefit Plans (Continued)

     Agent Postretirement Benefits - The Company, in conjunction with Aetna,
     also provides certain postretirement health care and life insurance
     benefits for certain agents. The costs to the Company associated with the
     agents' postretirement plans for 1996, 1995 and 1994 were $0.7 million,
     $0.8 million and $0.7 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 $5.4 million, $4.9 million and $3.3
     million in 1996, 1995 and 1994, respectively.

     Stock Plans - Aetna has a stock incentive plan that provides for stock
     options, deferred contingent common stock or equivalent cash awards or
     restricted stock to certain key employees. Executive and middle management
     employees may be granted options to purchase common stock of Aetna at or
     above the market price on the date of grant. Options generally become 100%
     vested three years after the grant is made, with one-third of the options
     vesting each year. Aetna does not recognize compensation expense for stock
     options granted at or above the market price on the date of grant under its
     stock incentive plans. In addition, executives may be granted incentive
     units which are rights to receive common stock or an equivalent value in
     cash. The incentive units may vest within a range from 0% to 175% at the
     end of a four year period based on the attainment of performance goals. The
     costs to the Company associated with the Aetna stock plans for 1996, 1995
     and 1994, were $8.1 million, $6.3 million and $1.7 million, respectively.
     As of December 31, 1996, Aetna transferred to the Company approximately
     $1.1 million of deferred tax benefits related to stock options. This amount
     is reported as an increase in retained earnings.

10.  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 .10% to
     1.90% 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 .85% of their average daily net assets. The Company
     also receives fees (expressed as a percentage of the average daily net
     assets) from the variable life and annuity mutual funds and The Aetna
     Series Fund for providing administration services, and from The Aetna
     Series Fund for providing 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
     $185.4 million, $128.1 million and $104.6 million in 1996, 1995 and 1994,
     respectively. The Company may waive advisory fees at its discretion.



                                      F-26
<PAGE>


            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Holdings, Inc.)

             Notes to Consolidated Financial Statements (Continued)

10.  Related Party Transactions (Continued)

     The Company acts as an investment adviser for its affiliated mutual funds.
     Since August 1996, Aeltus Investment Management, Inc. ("Aeltus"), a wholly
     owned subsidiary of HOLDCO and an affiliate of the Company, has been acting
     as Subadvisor of all affiliated mutual funds and of most of the General
     Account assets. Fees paid by the Company to Aeltus, included in both
     Charges Assessed Against Policyholders and Net Investment Income, on an
     annual basis, range from .06% to .55% of the average daily net assets under
     management. For the year ended December 31, 1996, the Company paid $16.0
     million in such fees.

     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. An additional $6.1 million commission, paid by
     the Company to Aetna Life in 1996, was capitalized as deferred policy
     acquisition costs. The Company maintained insurance reserves of $628.3
     million and $655.5 million as of December 31, 1996 and 1995, 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 $625.3 million and $663.5 million as of December 31, 1996 and 1995,
     respectively, and is based upon the fair value of the underlying assets.
     Premiums of $25.3 million, $28.0 million and $32.8 million and current and
     future benefits of $39.5 million, $43.0 million and $43.8 million were
     assumed in 1996, 1995 and 1994, respectively.

     Investment income of $44.1 million, $46.5 million and $51.5 million was
     generated from the reinsurance loan to affiliate in 1996, 1995 and 1994,
     respectively. Net income of approximately $8.1 million, $18.4 million and
     $25.1 million resulted from this agreement in 1996, 1995 and 1994,
     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 $28.9 million and
     $28.0 million were maintained for this contract as of December 31, 1996 and
     1995, 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 $5.2
     million, $3.2 million and $1.3 million for 1996, 1995 and 1994,
     respectively.



                                      F-27
<PAGE>


            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Holdings, Inc.)

             Notes to Consolidated Financial Statements (Continued)

10.  Related Party Transactions (Continued)

     The Company received a capital contribution of $10.4 million in cash from
     HOLDCO in 1996. The Company received no capital contributions in 1995 or
     1994.

     The Company paid $3.5 million in cash dividends to HOLDCO in 1996. In 1995,
     the Company dividended $2.9 million in the form of two of its subsidiaries,
     Systematized Benefits Administrators, Inc. and Aetna Investment Services,
     Inc., to Aetna Retirement Services, Inc. (the Company's former parent).

     Premiums due and other receivables include $2.8 million and $5.7 million
     due from affiliates in 1996 and 1995, respectively. Other liabilities
     include $10.7 million and $12.4 million due to affiliates for 1996 and
     1995, 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.

11.  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-28
<PAGE>


            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Holdings, Inc.)

             Notes to Consolidated Financial Statements (Continued)

11.  Reinsurance (Continued)

     The following table includes premium amounts ceded/assumed to/from
     affiliated companies as discussed in Note 10 above.

                                                Ceded to    Assumed
                                        Direct    Other    from Other      Net
                                        Amount  Companies   Companies     Amount
                                        ------  ---------   ---------     ------
                                                    (millions)
     1996
 Premiums:
   Life Insurance                      $  34.6   $  11.2     $  25.3     $  48.7
   Accident and Health Insurance           6.3       6.3        --          --
   Annuities                              84.3      --           0.6        84.9
                                       =======   =======     =======     =======
    Total earned premiums              $ 125.2   $  17.5     $  25.9     $ 133.6
                                       =======   =======     =======     =======
     1995
 Premiums:
   Life Insurance                      $  28.8   $   8.6     $  28.0     $  48.2
   Accident and Health Insurance           7.5       7.5        --          --
   Annuities                             164.0      --           0.5       164.5
                                       =======   =======     =======     =======
    Total earned premiums              $ 200.3   $  16.1     $  28.5     $ 212.7
                                       =======   =======     =======     =======
     1994
 Premiums:
   Life Insurance                      $  27.3   $   6.0     $  32.8     $  54.1
   Accident and Health Insurance           9.3       9.3        --          --
   Annuities                             137.3      --           0.2       137.5
                                       =======   =======     =======     =======
    Total earned premiums              $ 173.9   $  15.3     $  33.0     $ 191.6
                                       =======   =======     =======     =======

12.  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 the value
     of the securities underlying the commitments. At December 31, 1996, the
     Company had commitments to purchase investments of $17.9 million. The fair
     value of the investments at December 31, 1996 approximated $18.3 million.



                                      F-29
<PAGE>


            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Holdings, Inc.)

             Notes to Consolidated Financial Statements (Continued)

12.  Commitments and Contingent Liabilities (Continued)

     Litigation

     The Company is involved in numerous lawsuits arising, for the most part, in
     the ordinary course of its business operations. While the ultimate outcome
     of litigation against the Company cannot be determined at this time, after
     consideration of the defenses available to the Company and any related
     reserves established, it is not expected to result in liability for amounts
     material to the financial condition of the Company, although it may
     adversely affect results of operations in future periods.



                                      F-30
<PAGE>






            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Holdings, Inc.)

             Notes to Consolidated Financial Statements (Continued)

13.  Segment Information (1)

     The Company's operations are reported through two major business segments:
     Financial Services and Individual Life Insurance.

     Summarized financial information for the Company's principal operations was
     as follows:

    (Millions)                                    1996        1995        1994
- --------------------------------------------------------------------------------
Revenue:
    Financial Services                         $ 1,195.1   $ 1,211.3   $ 1,013.5
    Individual Life Insurance                      445.7       407.9       386.1
                                               ---------------------------------
      Total revenue                            $ 1,640.8   $ 1,619.2   $ 1,399.6
- --------------------------------------------------------------------------------
Income before income taxes: (2)
    Financial Services                         $   129.9   $   160.1   $   122.5
    Individual Life Insurance                       83.0       103.1        98.4
                                               ---------------------------------
     Total income before income taxes          $   212.9   $   263.2   $   220.9
- --------------------------------------------------------------------------------
Net income: (2)
    Financial Services                         $    94.3   $   113.8   $    85.5
    Individual Life Insurance                       55.9        62.1        59.8
                                               ---------------------------------
Net income                                     $   150.2   $   175.9   $   145.3
- --------------------------------------------------------------------------------

Assets under management: (3)
    Financial Services                         $27,268.1   $22,534.4   $18,122.9
    Individual Life Insurance                    2,830.5     2,590.9     2,220.5
- --------------------------------------------------------------------------------
       Total assets under management           $30,098.6   $25,125.3   $20,343.4
- --------------------------------------------------------------------------------

(1)  The 1996 results include severance and facilities charges of $30.7 million,
     after tax. Of this charge $21.5 million related to the Financial Services
     segment and $9.2 million related to the Individual Life Insurance segment.
(2)  Excludes any effect of the corporate facilities and severance charge
     recorded in 1996 which is not directly allocable to the Financial Services
     and Individual Life Insurance segments. (Refer to Note 7).
(3)  Excludes net unrealized capital gains (losses) of $366.4 million, $797.1
     million and $(386.4) million at December 31, 1996, 1995 and 1994,
     respectively.



                                      F-31


<PAGE>


Form No. SAI.76002-97                                     ALIAC Ed. August 1997


<PAGE>



                           VARIABLE ANNUITY ACCOUNT B
                           PART C - OTHER INFORMATION

Item 24.      Financial Statements and Exhibits

     (a) Financial Statements:

         (1)      Included in Part A, and as amended:

                  Condensed Financial Information

         (2)      Included in Part B:

                  Financial Statements of Variable Annuity Account B:

                  -   Statement of Assets and Liabilities as of December 31,
                      1996

                  -   Statements of Operations and Changes in Net Assets for the
                      years ended December 31, 1996 and 1995

                  -   Notes to Financial Statements

                  -   Independent Auditors' Report

                  Financial Statements of the Depositor:

                  -   Independent Auditors' Report

                  -   Consolidated Statements of Income for the years ended
                      December 31, 1996, 1995 and 1994

                  -   Consolidated Balance Sheets as of December 31, 1996 and
                      1995

                  -   Consolidated Statements of Changes in Shareholder's Equity
                      for the years ended December 31, 1996, 1995 and 1994

                  -   Consolidated Statements of Cash Flows for the years ended
                      December 31, 1996, 1995 and 1994

                  -   Notes to Consolidated Financial Statements

     (b) Exhibits

         (1)      Resolution of the Board of Directors of Aetna Life Insurance
                  and Annuity Company establishing Variable Annuity Account B(1)

         (2)      Not applicable

         (3.1)    Form of Broker-Dealer Agreement(2)

         (3.2)    Alternative Form of Wholesaling Agreement and Related Selling
                  Agreement(2)

         (4)      Form of Variable Annuity Contract (I-CDA-HI(NQ))

         (5)      Form of Variable Annuity Contract Application (707.00.1B)

         (6.1)    Certificate of Incorporation and By-Laws of Depositor(3)

         (6.2)    Amendment of Certificate of Incorporation of Aetna Life
                  Insurance and Annuity Company(4)

         (7)      Not applicable

         (8.1)    Fund Participation Agreement between Aetna Life Insurance and
                  Annuity Company and Janus Aspen Series dated April 19, 1994
                  and amended March 1, 1996(2)

         (8.2)    Fund Participation Agreement between Aetna Life Insurance and
                  Annuity Company and Lexington Management Corporation regarding
                  Natural Resources Trust dated December 1, 1988 and amended
                  February 11, 1991(2)

         (9)      Opinion and Consent of Counsel

         (10)     Consent of Independent Auditors

         (11)     Not applicable

         (12)     Not applicable

         (13)     Computation of Performance Data(5)

         (14)     Not applicable

         (15.1)   Powers of Attorney(6)

         (15.2)   Authorizations for Signatures(2)

         (27)     Financial Data Schedule

1.   Incorporated by reference to Post-Effective Amendment No. 6 to Registration
     Statement on Form N-4 (File No. 33-75986), as filed electronically on April
     22, 1996.

2.   Incorporated by reference to Post-Effective Amendment No. 5 to Registration
     Statement on Form N-4 (File No. 33-75986), as filed electronically on April
     12, 1996.

3.   Incorporated by reference to Post-Effective Amendment No. 1 to Registration
     Statement on Form S-1 (File No. 33-60477), as filed electronically on April
     15, 1996.

4.   Incorporated by reference to Post-Effective Amendment No. 12 to
     Registration Statement on Form N-4 (File No. 33-75964), as filed
     electronically on February 11, 1997.

5.   Incorporated by reference to Post-Effective Amendment No. 3 to Registration
     Statement on Form N-4 (File No. 33-76002), as filed on April 28, 1995.

6.   Incorporated by reference to Post-Effective Amendment No. 8 to Registration
     Statement on Form S-6 (File No. 33-76004), as filed electronically on July
     14, 1997.



<PAGE>



Item 25.      Directors and Officers of the Depositor


Name and Principal
Business Address*          Positions and Offices with Depositor

Daniel P. Kearney          Director and President

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

Christopher J. Burns       Director and Senior Vice President

J. Scott Fox               Director and Senior Vice President

John Y. Kim                Director and Senior Vice President

Shaun P. Mathews           Director and Vice President

Glen Salow                 Director and Vice President

Deborah Koltenuk           Vice President and Treasurer, Corporate Controller

Frederick D. Kelsven       Vice President and Chief Compliance Officer

Kirk P. Wickman            Vice President, General Counsel and Secretary


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

Item 26. Persons Controlled by or Under Common Control with the Depositor or
Registrant

     Incorporated herein by reference to Item 25 of Post-Effective Amendment No.
22 to the Registration Statement on Form N-1A (File No. 33-41694), as filed
electronically on July 9, 1997.

Item 27. Number of Contract Owners

     As of June 30, 1997, there were 53,749 individuals holding interests in
variable annuity contracts funded through Variable Annuity Account B.



<PAGE>



Item 28.      Indemnification

Reference is hereby made to Section 33-771(f) of the Connecticut General
Statutes ("C.G.S.") regarding indemnification of directors and Section 33-776(4)
regarding indemnification of officers, employees and agents of Connecticut
corporations. These statutes provide in general that Connecticut corporations
incorporated prior to January 1, 1997 shall indemnify their officers, directors,
employees and agents against "liability" (defined as the obligation to pay a
judgment, settlement, penalty, fine, excise tax in the case of an employee
benefit plan or reasonable expenses incurred with respect to a proceeding). In
the case of a proceeding by or in the right of the corporation, indemnification
is limited to reasonable expenses incurred in connection with the proceeding
against the corporation to which the individual was named a party. The
corporation's obligation to provide such indemnification does not apply unless
(1) the individual has met the standard of conduct set forth in Section 33-771;
and (2) a determination is made (by majority vote of a quorum of the board of
directors who were not parties to the proceeding, or if a quorum cannot be
obtained, by a committee of the board selected as described in Section
33-775(b)(2); by special legal counsel selected by the board of directors or
members thereof as described in Section 33-775(b)(3); by shareholders) that the
individual met the standard set forth in Section 33-771; or (3) the court, upon
application by the individual, determines in view of all the circumstances that
such person is reasonably entitled to be indemnified. Also, unless limited by
its Certificate of Incorporation, a corporation must indemnify an individual who
was wholly successful on the merits or otherwise against reasonable expenses
incurred by him in connection with a proceeding to which he was a party because
of his relationship as director, officer, employee or agent of the corporation.

The statute does specifically authorize a corporation to procure indemnification
insurance on behalf of an individual who is or was a director, officer, employer
or agent of the corporation. Consistent with the statute, Aetna Inc. has
procured insurance from Lloyd's of London and several major United States excess
insurers for its directors and officers and the directors and officers of its
subsidiaries, including the Depositor.

Item 29.      Principal Underwriter

     (a) In addition to serving as the principal underwriter and depositor for
         the Registrant, Aetna Life Insurance and Annuity Company (Aetna) also
         acts as the investment adviser for Aetna Series Fund, Inc. and the
         principal underwriter and investment adviser for Portfolio Partners,
         Inc., Aetna Variable Encore Fund, Aetna Variable Fund, Aetna Generation
         Portfolios, Inc., Aetna Income Shares, Aetna Investment Advisers Fund,
         Inc., Aetna GET Fund, and Aetna Variable Portfolios, Inc. (all
         management investment companies registered under the Investment Company
         Act of 1940 (1940 Act)). Additionally, Aetna acts as the principal
         underwriter and depositor for Variable Life Account B of Aetna,
         Variable Annuity Account C of Aetna and Variable Annuity Account G of
         Aetna (separate accounts of Aetna registered as unit investment trusts
         under the 1940 Act). Aetna is also the principal underwriter for
         Variable Annuity Account I of Aetna Insurance Company of America (AICA)
         (a separate account of AICA registered as a unit investment trust under
         the 1940 Act).

     (b) See Item 25 regarding the Depositor.

     (c) Compensation as of December 31, 1996:

<TABLE>
<CAPTION>
         (1)                  (2)                 (3)                (4)              (5)

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

<S>                     <C>                     <C>               <C>             <C>
Aetna Life Insurance                            $288,029                          $17,661,810
and Annuity Company
</TABLE>


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

Item 30.      Location of Accounts and Records

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

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

Item 31.      Management Services

       Not applicable

Item 32.      Undertakings

     Registrant hereby undertakes:

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

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

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

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

     (e) Aetna Life Insurance and Annuity Company represents that the fees and
         charges deducted under the contracts covered by this registration
         statement, in the aggregate, are reasonable in relation to the services
         rendered, the expenses expected to be incurred, and the risks assumed
         by the insurance company.



<PAGE>



                                   SIGNATURES

     As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant, Variable Annuity Account B of Aetna Life Insurance and
Annuity Company, certifies that it meets the requirements of Securities Act Rule
485(b) for effectiveness of this Post-Effective Amendment No. 8 to its
Registration Statement on Form N-4 (File No. 33-76002) and has caused this
Post-Effective Amendment No 8 to its Registration Statement on Form N-4 (File
No. 33-76002) to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Hartford, State of Connecticut, on the 14th day of
August, 1997.

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

                         By:    AETNA LIFE INSURANCE AND ANNUITY COMPANY
                                  (Depositor)

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

     As required by the Securities Act of 1933, this Post-Effective Amendment
No. 8 to the Registration Statement on Form N-4 (File No. 33-76002) has been
signed by the following persons in the capacities and on the dates indicated.

Signature                 Title                             Date

Daniel P. Kearney*        Director and President             )
- ------------------------- (principal executive officer)      )
Daniel P. Kearney                                            )
                                                             )
Timothy A. Holt*          Director, Senior Vice President    )   August
- ------------------------- and Chief Financial Officer        )
Timothy A. Holt                                              )   14, 1997
                                                             )
Christopher J. Burns*     Director                           )
- -------------------------                                    )
Christopher J. Burns                                         )
                                                             )
J. Scott Fox*             Director                           )
- -------------------------                                    )
J. Scott Fox                                                 )
                                                             )
John Y. Kim*              Director                           )
- -------------------------                                    )
John Y. Kim                                                  )


<PAGE>




Shaun P. Mathews*          Director                          )
- -------------------------                                    )
Shaun P. Mathews                                             )
                                                             )
Glen Salow*                Director                          )
- -------------------------                                    )
Glen Salow                                                   )
                                                             )
Deborah Koltenuk*         Vice President and Treasurer,      )
- ------------------------- Corporate Controller               )
Deborah Koltenuk                                             )





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


<PAGE>



                           VARIABLE ANNUITY ACCOUNT B
                                  EXHIBIT INDEX


Exhibit No.   Exhibit                                                    Page

99-B.1        Resolution of the Board of Directors of Aetna Life           *
              Insurance and Annuity Company establishing
              Variable Annuity Account B

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

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

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

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

99-B.6.1      Certificate of Incorporation and By-Laws of Depositor        *

99-B.6.2      Amendment of Certificate of Incorporation of Aetna           *
              Life Insurance and Annuity Company

99-B.8.1      Fund Participation Agreement between Aetna Life              *
              Insurance and Annuity  Company and Janus Aspen
              Series dated April 19, 1994 and amended March 1, 1996

99-B.8.2      Fund Participation Agreement between Aetna Life              *
              Insurance and Annuity Company and Lexington
              Management Corporation regarding Natural Resources
              Trust dated December 1, 1988 and amended
              February 11, 1991

99-B.9        Opinion and Consent of Counsel
                                                                        _______

99-B.10       Consent of Independent Auditors
                                                                        _______

99-B.13       Computation of Performance Data                              *

99-B.15.1     Powers of Attorney                                           *

99-B.15.2     Authorizations for Signatures                                *

27            Financial Data Schedule
                                                                        _______
*Incorporated by reference


                    Aetna Life Insurance and Annuity Company
                        Home Office: 151 FARMINGTON AVE.
                          HARTFORD, CONNECTICUT 06156
                                 1-800-525-4225

                              Herein called Aetna

Agrees to pay the benefits stated in this Contract.



   THE VARIABLE FEATURES OF THIS CONTRACT ARE DESCRIBED IN PARTS III AND IV.
                                RIGHT TO CANCEL

The Contract Owner may cancel this Contract within 10 days of receiving it, by
returning this Contract along with a written notice to Aetna at its Home Office.
Within 7 days after it receives the notice of cancellation and this Contract at
its Home Office, Aetna will return the entire consideration paid; plus any
increase or minus any decrease in the cash value of any funds allocated to the
Separate Accounts.

This page, the following pages, and the application make up the entire Contract.

Signed at the Home Office on the Effective Date.








        /s/ Lucille M. Nickerson        /s/ Dan Kearney
            Secretary                       President

          INDIVIDUAL VARIABLE, FIXED, OR COMBINATION ANNUITY CONTRACT
                               NON-PARTICIPATING
               ALL PAYMENTS AND VALUES PROVIDED BY THIS CONTRACT,
           WHEN BASED ON INVESTMENT EXPERIENCE OF A SEPARATE ACCOUNT,
         ARE VARIABLE AND ARE NOT GUARANTEED AS TO FIXED DOLLAR AMOUNT.

<PAGE>

                                 SPECIFICATIONS


CONTRACT OWNER

CONTRACT NO.

EFFECTIVE DATE


THIS CONTRACT IS DELIVERED IN
AND IS SUBJECT TO THE LAWS OF THAT JURISDICTION

Guaranteed Interest Rate - There is a guaranteed interest rate for Purchase
Payment(s) held in the General Account. (See 3.02.)

Deductions from the Separate Account - There will be deductions for mortality
and expense risks and administrative fees. (See 3.05.)

Deduction from Purchase Payment(s) - Purchase Payment(s) are subject to a
deduction for premium taxes, if any. (See 3.01.)

This Contract is a legal contract and constitutes the entire legal relationship
between Aetna and the Contract Owner.




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


                                       2
<PAGE>

                                TABLE OF CONTENTS
                                                                            Page
                             I. GENERAL DEFINITIONS
1.01. Annuitant ............................................................   5
1.02. Annuity ..............................................................   5
1.03. Fixed Account ........................................................   5
1.04. Fixed Annuity ........................................................   5
1.05. Fund(s) ..............................................................   5
1.06. General Account ......................................................   5
1.07. Purchase Payment(s) ..................................................   5
1.08. Separate Account .....................................................   5
1.09. Valuation Period (Period) ............................................   5
1.10. Variable Annuity .....................................................   5
                             II. GENERAL PROVISIONS
2.01. Change of Contract ...................................................   6
2.02. Change of Fund(s) ....................................................   6
2.03. Nonparticipating Contract ............................................   6
2.04. Payments .............................................................   6
2.05. State Laws ...........................................................   6
2.06. Control of Contract ..................................................   6
2.07. Designation of Beneficiary ...........................................   7
2.08. Misstatements and Adjustments ........................................   7
2.09. Incontestability .....................................................   7
2.10. Grace Period .........................................................   7
         III. PURCHASE PAYMENT, CURRENT VALUE, AND SURRENDER PROVISIONS
3.01. Net Purchase Payment(s) ..............................................   8
3.02. Guaranteed Interest Rate -- Fixed Account ............................   8
3.03. Maintenance Fee ......................................................   8
3.04. Fund(s) Record Units -- Separate Account .............................   8
3.05. Net Return Factor(s) -- Separate Account .............................   8
3.06. Fund(s) Record Unit Value -- Separate Account ........................   9
3.07. Current Value ........................................................   9
3.08. Transfer of Current Value from the Funds .............................   9
3.09. Transfer of Current Value from the Fixed Account .....................   9
3.10. Notice to the Contract Owner .........................................   9
3.11. Sum Payable at Death (Before Annuity Payments Start) .................   9
3.12. Surrender Value ......................................................  10
3.13. Payment of Surrender Value ...........................................  10
3.14. Table of Minimum Values ..............................................  11
3.15. Reinstatement ........................................................  12
3.16. Payment of Current Value .............................................  12

                                       3
<PAGE>

                             IV. ANNUITY PROVISIONS
4.01. Choices to be Made ...................................................  13
4.02. Terms of Annuity Options .............................................  13
4.03. Death of Annuitant/Beneficiary .......................................  13
4.04. Fund(s) Annuity Units -- Separate Account ............................  13
4.05. Fund(s) Annuity Unit Value -- Separate Account .......................  14
4.06. Annuity Options ......................................................  14


                                       4
<PAGE>
                             I. GENERAL DEFINITIONS

1.01.  Annuitant - A person on whose life an Annuity has been effected under
       this Contract.

1.02.  Annuity - Payment of an income:

       (a) For the life of one or two persons;

       (b) For a stated period, or amount; or

       (c) For a combination of (a) and (b).

1.03.  Fixed Account - An accumulation option with a guaranteed minimum interest
       rate. Aetna may credit a higher rate which is not guaranteed.

1.04.  Fixed Annuity - An Annuity with payments which do not vary in amount.

1.05.  Fund(s) - The open-end registered management investment companies
       (mutual funds) made available by Aetna under this Contract.

1.06.  General Account - The Account holding the assets of Aetna, other than
       those assets held in the Separate Account.

1.07.  Purchase Payment(s) - Payment(s) made to Aetna.

1.08.  Separate Account - Variable Annuity Account B is a separate account set
       up by Aetna under the Connecticut Insurance Laws which purchases shares
       of the Fund(s).

1.09.  Valuation Period (Period) - The period of time from the end of one
       business day on the New York Stock Exchange to the end of the next
       business day.

1.10.  Variable Annuity - An Annuity with payments which vary with the net
       investment results of a Separate Account.

                                       5
<PAGE>

II.  GENERAL PROVISION

2.01.  Change of Contract: Only an authorized officer of Aetna may change the
       terms of this Contract. Aetna will notify the Contract Owner in writing
       at least 30 days before the effective date of any change. Any change will
       not affect the amount or terms of any Annuity which begins before the
       change. Aetna may elect to discontinue accepting Purchase Payment(s)
       under this Contract upon 30 days written notice to the Contract Owner.

       The following provisions of this Contract will not be changed:

       (a) Net Purchase Payment(s);

       (b) Guaranteed Interest Rate - Fixed Account;

       (c) Net Return Factor(s) - Separate Account;

       (d) Current Value;

       (e) Surrender Value;

       (f) Fund(s) Annuity Unit Value - Separate Account;

       (g) Annuity Options;

       (h) Fixed Annuity minimum interest rate;

       (i) Maximum transfer, maintenance, or surrender fees.

       This Contract may also be changed as required by federal or state law.

2.02.  Change of Fund(s): Aetna, or the Separate Account and the Fund(s), may:

       (a) Change the Fund(s) which may be invested in by the Separate Account;
           and

       (b) Replace the shares of any Fund(s) held in the Separate Account with
           shares of any other Fund(s).

       Changes must be:

       (a) Approved by a majority vote of persons having an interest in the
           Separate Account and the Fund(s); or

       (b) Deemed necessary by Aetna under the Investment Company Act of 1940;
           or

       (c) Deemed necessary by Aetna to accomplish the purpose of the Separate
           Account.

       Aetna will notify the Contract Owner of any change.

2.03.  Nonparticipating Contract: The Contract Owner, Annuitant, or
       beneficiaries will not have a right to share in the earnings of Aetna.

2.04.  Payments: Aetna will make Annuity payments as and when due. Aetna will
       make other payments within 7 days of receipt at its Home Office of a
       written claim for payment which is in good order, except as provided in
       3.13.

2.05.  State Laws: This Contract complies with the laws of the state in which it
       is delivered. Any cash, death, or Annuity payments are equal to or
       greater than the minimum required by such laws. Annuity tables for legal
       reserve valuation shall be as required by state law. Such tables may be
       different from annuity tables used to determine Annuity payments.

2.06.  Control of Contract: All rights in this Contract rest with the Contract
       Owner. The Contract Owner owns all amounts held under this Contract. The
       Contract Owner may make any choices allowed by this Contract. Choices
       made under this Contract must be in writing. Until receipt of such
       choices at its


                                       6
<PAGE>

       Home Office, Aetna may rely on any previous choices made

2.07.  Designation of Beneficiary: The Contract Owner shall name the
       beneficiary. The beneficiary may be changed at any time. Until receipt of
       written notice of change of beneficiary, Aetna may rely upon the last
       named beneficiary.

2.08.  Misstatements and Adjustments: If Aetna finds the age, or any relevant
       acts to be misstated, the correct facts will be used to adjust payments.

2.09.  Incontestability: Aetna cannot cancel this Contract because of any error
       of fact on the application.

2.10.  Grace Period: This Contract will remain in effect even if Purchase
       Payments are not continued.


                                       7
<PAGE>

III.  PURCHASE PAYMENT, CURRENT
VALUE, AND SURRENDER PROVISIONS

3.01.  Net Purchase Payment(s): The actual Purchase Payment(s) less any premium
       tax. As a rule, Aetna will deduct the premium tax when Annuity benefits
       are purchased (see Part IV). If Aetna determines that it must pay a
       premium tax when Purchase Payments are received or at any other time, it
       will deduct the tax at that time. Aetna may elect to discontinue
       accepting Purchase Payment(s) under this Contract upon 30 days' written
       notice to the Contract Owner.

       The Net Purchase Payment(s) will be credited to:

       (a) The Fixed Account; or

       (b) The Fund(s) in which the Separate Account invests.

       Aetna must be told the percentage of the Net Purchase Payment(s) to be
       applied to each investment above.

       During any calendar year, Aetna may be told to change the investment mix
       12 times if more than one Purchase Payment is made. Should Aetna allow
       additional changes, each may be subject to a fee of up to $10.

3.02.  Guaranteed Interest Rate - Fixed Account: On any Purchase Payment(s) made
       to the Fixed Account, Aetna will add interest daily at any annual rate no
       less than 4%. Aetna may add interest daily at any higher rate determined
       by its Board of Directors.

3.03.  Maintenance Fee: The Maintenance Fee, will be $15. The Maintenance Fee
       will be deducted from the Current Value on the anniversary of the
       Contract effective date and on surrender of the entire Contract.

3.04.  Fund(s) Record Units - Separate Account: The portion of the Net Purchase
       Payment(s) applied to the Separate Account will determine the number of
       Fund(s) Record Units. This number is equal to the Net Purchase Payment(s)
       divided by the Fund(s) Record Unit Value (see 3.06) for the Valuation
       Period in which the Purchase Payment is received in good order.

3.05.  Net Return Factor(s) - Separate Account: The Net Return Factors are used
       to compute all Separate Account values and payments for any Fund.

       The Net Return Factor for each Fund is equal to 1.0000000 plus the Net
       Return Rate. The Net Return Rate is equal to:

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

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

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

       (d) The total value of the Fund Record Units and Fund Annuity Units of
           the Separate Account (see 3.06 and 4.05) at the start of the
           Valuation Period; minus

       (e) A daily actuarial charge at an annual rate of 1.25% for annuity
           mortality and expense risks and profit; and a daily administrative
           charge which will not exceed .25% on an annual basis.

       A Net Return Rate may be more or less than 0.

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

       The administrative charge may be changed annually except for amounts
       which have been used to purchase an Annuity. This charge will not exceed
       .25%.

                                       8
<PAGE>

3.06.  Fund(s) Record Unit Value - Separate Account: The Fund(s) Record Unit
       Value is computed by multiplying the Net Return Factor for the current
       Valuation Period by the Fund(s) Record Unit Value for the previous
       Period. The dollar value of the Fund(s) Record Units, Separate Account
       assets, and Variable Annuity payments may go up or down due to investment
       gain or loss.

3.07.  Current Value: The Current Value (of this Contract) is equal to:

       (a) Any amounts in the Fixed Account, including Fixed Account interest
           added by Aetna; plus

       (b) The sum of any Separate Account Record Unit value(s); less

       (c) Any Maintenance Fee(s) due.

       Current Value does not include amounts used to purchase an Annuity.

3.08.  Transfer of Current Value from the Funds: Before an Annuity Option is
       elected, all or any portion of the Current Value may be transferred from
       any Fund to any other Fund or to the Fixed Account.

       Twelve transfers of Current Value can be made during a calendar year
       period. Should Aetna allow additional changes, each may be subject to a
       fee of up to $10.

3.09.  Transfer of Current Value from the Fixed Account: 10% and/or less of the
       Current Value held in the Fixed Account may be transferred to any
       Fund(s). Such transfer will be:

       (a) Without charge;

       (b) Allowed once per calendar year;

       (c) Not allowed under an annuity option.

       Aetna may, on a temporary basis, allow any larger percent to be
       transferred.

       The Current Value of the Fixed Account, as used above, is the value when
       the request is received at the Home Office of Aetna.

3.10.  Notice to the Contract Owner: Aetna will notify the Contract Owner each
       year of:

       (a) The value of any amounts held in:

           (1) The Fixed Account; and

           (2) The Fund(s) for the Separate Account; and

       (b) The number of any Fund(s) Record Units;

       (c) The Fund(s) Record Unit Value(s); and

       (d) The Surrender Value of these amounts.

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

3.11.  Sum Payable at Death (Before Annuity Payments Start): Aetna will pay the
       Current Value to the beneficiary if:

       (a) The Contract Owner dies before Annuity payments start; and

       (b) The notice of death is received in good order by Aetna.

       The sum paid will be the Current Value on the date when the notice is
       received at Aetna's Home Office. The amount paid from the Fixed Account
       will not be less than the Net Purchase Payment(s) allocated to the Fixed
       Account including Fixed Account interest added by Aetna (less any prior
       transfers (see 3.09) or surrenders).

       The following choices are available to any beneficiary subject to any
       other terms and


                                       9
<PAGE>

       conditions of this contract and this section. The beneficiary may choose
       to:

       (a) Apply any sum to an Annuity Option (see Part IV). In no event may
           payments to any beneficiary under an Annuity Option extend beyond the
           life expectancy of the beneficiary or any period certain greater than
           the beneficiary's life expectancy;

       (b) Maintain the Contract, allocate or reallocate any amount to any of
           the available investment options; or

       (c) Receive a lump sum payment.

       If the beneficiary is the surviving spouse, the beneficiary shall be
       treated as the successor Contract Owner on Aetna's records. Such
       successor Contract Owner may exercise all rights under the Contract.

       If the beneficiary is not the surviving spouse, all of the Current Value
       must either be applied to Annuity Options 2, 3 or 4 within one year of
       the Contract Owner's death, or be paid to the beneficiary within 5 years
       of the Contract Owner's death (see Part IV).

       If no beneficiary exists, payment will be made to the estate of the
       Contract Owner.

3.12.  Surrender Value: The Surrender Value is equal to the Current Value less
       the Maintenance Fee.

3.13.  Payment of Surrender Value: Under certain emergency conditions, Aetna may
       defer payment:

       (a) For a period of up to 6 months (unless not allowed by state law); and

       (b) As provided by federal law.

                                       10
<PAGE>

3.14.   Table of Minimum Values:

       The values in the following Table only apply to Annual Purchase Payments
       of exactly $1,000. Values would be different for other Purchase Payment
       amounts, if Purchase Payments are not made when due, if partial
       surrenders are made, or if Aetna adds interest at a rate greater than the
       Guaranteed Interest Rate (see 3.02).

       The Surrender Value assumes that a Purchase Payment of exactly $1,000 is
       credited at the Guaranteed Interest Rate at the beginning of each
       Contract year. An annual Maintenance Fee is deducted at the beginning of
       each Contract year after the Contract effective date.

                        TABLE OF MINIMUM CONTRACT VALUES
                      PER $1,000 OF NET PURCHASE PAYMENTS
                             FOR THE FIXED ACCOUNT

                              Minimum                                  Minimum
End of         Minimum       Surrender      End of     Minimum        Surrender
 Year          Reserve         Value         Year      Reserve           Value
 ----          -------         -----         ----      -------           -----
  1          $  1,025       $  1,025          16      $ 22,370       $ 22,370
  2             2,091          2,091          17        24,290         24,290
  3             3,200          3,200          18        26,287         26,287
  4             4,353          4,353          19        28,363         28,363
  5             5,552          5,552          20        30,523         30,523
  6             6,799          6,799
  7             8,096          8,096          25        42,687         42,687
  8             9,445          9,445
  9            10,897         10,897          30        57,487         57,487
 10            12,306         12,306
 11            13,824         13,824          35        75,494         75,494
 12            15,401         15,401          40        97,401         97,401
 13            17,043         17,043          45       124,055        124,055
 14            18,749         18,749          50       156,484        156,484
 15            20,524         20,524

                                       11
<PAGE>

3.15.  Reinstatement: All or a portion of the proceeds of a full surrender of
       this Contract may be reinvested within 30 days after the surrender if
       allowed by law. Any Maintenance Fee charged at the time of surrender will
       be included in the reinstatement. Amounts will be reinstated among the
       Fixed Account and the Separate Account in the same proportion as they
       were at the time of surrender. The number of Record Units reinstated will
       be based on the Record Unit Value(s) next computed after receipt at
       Aetna's Home Office of the reinstatement request and the amount to be
       reinvested.

       Any Maintenance Fee which falls due after the surrender and before the
       reinstatement will be deducted from the amount reinstated.

       Reinstatement is permitted only once.

3.16.  Payment of Current Value: Aetna may pay in a lump sum any Current Value
       if Purchase Payment(s) have not been received for three full years and
       the Current Value is less than $2,000. Such Current Value paid may not be
       reinstated.

                                       12
<PAGE>


IV.  ANNUITY PROVISION

4.01.  Choices to be Made: An Annuity Option may be elected by telling Aetna to
       pay all or any portion of the Current Value (minus any premium tax) as a
       premium for an Annuity under Option 2, 3, or 4 (see 4.06). The first
       Annuity payment must generally be made no later than the first day of the
       month following the Annuitant's 75th birthday.

       When an Option is chosen, Aetna must also be told whether payments are to
       be made other than monthly and to pay:

       (a) A Fixed Annuity using the General Account; or

       (b) A Variable Annuity using any of the Fund(s) made available by Aetna
           for Annuity purposes; or

       (c) A combination of (a) and (b).

       If a Fixed Annuity is chosen, Aetna will add interest daily at an annual
       rate no less than 3.5%. Aetna may add interest daily at any higher rate.

       If a Variable Annuity is chosen, an Assumed Annual Net Return Rate of 5%
       may be chosen. If not chosen, Aetna will use an Assumed Annual Net Return
       Rate of 3.5%.

4.02.  Terms of Annuity Options:

       (a) When payments start, the age of the Annuitant plus the number of
           years for which payments are guaranteed must not exceed 95.

       (b) No choice of any Annuity Option may be made if the first payment
           would be less than $20 or if the total payments in a year would be
           less than $100.

       (c) If a Fixed Annuity under Option 2, 3 or 4 is chosen and a larger
           payment would result from applying the surrender value to a current
           Aetna single premium immediate Annuity, Aetna will make the larger
           payment.

       (d) Age, where used in the following tables, means age on the birthday
           closest to the date of the first payment.

       (e) Assumed Annual Net Return Rate is the interest rate used to determine
           the amount of the first annuity payment under a Variable Annuity. The
           Separate Account must earn this rate plus enough to cover the
           mortality and expense risk and administrative fee charges if future
           Variable Annuity Payments are to remain level.

4.03.  Death of Annuitant/Beneficiary: When an Annuitant dies any remaining
       payments will be continued to the beneficiary. If the beneficiary is not
       a person or persons, the present value of any remaining payments will be
       paid in one sum. If no beneficiary exists, the present value of any
       remaining payments will be paid in one sum to the estate of the
       Annuitant.

       If a beneficiary dies while under Option 1 or while receiving Annuity
       payments, the present value of any remaining payments will be paid in one
       sum to the estate of the beneficiary. The interest rate used to determine
       the first payment will be used to calculate the present value.

4.04.  Fund(s) Annuity Units - Separate Account: The number of Fund(s) Annuity
       Units is based on the amount of the first Variable Annuity payment which
       is equal to:

       (a) The portion of the Current Value (minus any premium tax) applied to
           pay a Variable Annuity; divided by

                                       13
<PAGE>

       (b) 1,000; times

       (c) The payment rate for the Option chosen.

       Such amount, or portion, of the variable payment will be divided by the
       Fund(s) Annuity Unit Value (see 4.05) on the tenth Valuation Period
       before the due date of the first payment to determine the number of
       Fund(s) Annuity Units. The number of Fund(s) Annuity Units remains fixed.
       Each future payment is equal to this number times the Fund(s) Annuity
       Unit Value on the tenth Valuation Period prior to the due date of the
       payment.

4.05.  Fund(s) Annuity Unit Value - Separate Account: For any Valuation Period
       the Fund(s) Annuity Unit Value is equal to:

       (a) The Value for the previous Period; times

       (b) The Net Return Factor(s) (see 3.05) for the Period; times

       (c) A factor to reflect the Assumed Annual Net Return Rate.

       The factor for 3.5% per year is .9999058; for 5% per year it is .9998663.

       The dollar value of a Fund(s) Annuity Unit Values and payments may go up
       or down due to investment gain or loss.

       If Variable Annuity payments are not to decrease, Aetna must earn a gross
       return on the assets of the Separate Account of:

       [bullet] 4.75% on an annual basis, plus an annual return of up to .25%
                needed to offset the administrative charge set at the time
                Annuity payments commenced, if an Assumed Annual Net Return Rate
                of 3.5% is chosen; or,

       [bullet] 6.25% on an annual basis, plus an annual return of up to .25%
                needed to offset the administrative charge set at the time
                Annuity payments commence, if an Assumed Annual Net Return Rate
                of 5% is chosen.

       Payments shall not be changed due to changes in the mortality or expense
       results or administrative charges.

4.06.  Annuity Options:

       Option 1 - Payment of Interest on Sum Left with Aetna - This Option may
       be used only by the beneficiary when the Annuitant dies before Aetna has
       started paying an Annuity. A portion or all of the sum paid upon death
       may be held under this Option and will be held in the General Account of
       Aetna at interest (see 4.01). The beneficiary may later tell Aetna to:

       (a) Pay a portion, or all, of the sum held by Aetna; or

       (b) Apply a portion, or all, of the sum held by Aetna to any Annuity
           Option below.

       If the beneficiary elects that some or all of the sum paid upon death is
       to be held under this Option, the beneficiary must tell Aetna to pay the
       full sum held under this Option within 5 years after the death of the
       Contract Owner.

       Option 2 - Payments for a Stated Period of Time - An Annuity will be paid
       for the number of years chosen. The number of years must be at least 3
       and not more than 30.

       If payments for this Option are made under a Variable Annuity, the
       present value of any remaining payments may be withdrawn at any time.

       Option 3 - Life Income - An Annuity will be paid for the life of the
       Annuitant. If also chosen, Aetna will guarantee payments for 60, 120,
       180, or 240 months.

       Option 4 - Life Income for Two Payees - An Annuity will be paid during
       the lives of


                                       14
<PAGE>

       the Annuitant and a second Annuitant. At the death of either, payments
       will continue to the survivor. When this Option is chosen, a choice must
       be made of:

       (a) 100% of the payment to continue to the survivor;

       (b) 66-2/3% of the payment to continue to the survivor;

       (c) 50% of the payment to continue to the survivor; or

       (d) Payments for a minimum of 120 months, with 100% of the payment to
           continue to the survivor.

       (e) 100% of the payment to continue to the survivor if the survivor is
           the Annuitant, and 50% of the payment to continue to the survivor if
           the survivor is the second Annuitant.

       Other Options - Aetna may make other options available as allowed by the
       laws of the state in which this Contract is delivered.

                                       15
<PAGE>


                                    OPTION 2

                      PAYMENTS FOR A STATED PERIOD OF TIME

                AMOUNT OF FIRST MONTHLY PAYMENT FOR EACH $1,000
                AFTER DEDUCTION OF ANY CHARGE FOR PREMIUM TAXES

      Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.5%; and
       Rates for a Variable Annuity with Assumed Net Return Rate of 3.5%

   Years         Amount of      Years      Amount of      Years     Amount of
of Payments       Payments   of Payments   Payments    of Payments  Payments
- -----------       --------   -----------   --------    -----------  --------
      3           $29.19          13        $7.94          22        $5.39
      4            22.27          14         7.49          23         5.24
      5            18.12          15         7.10          24         5.09
      6            15.35          16         6.76          25         4.96
      7            13.38          17         6.47          26         4.84
      8            11.90          18         6.20          27         4.73
      9            10.75          19         5.97          28         4.63
     10             9.83          20         5.75          29         4.53
     11             9.09          21         5.56          30         4.45
     12             8.46


         Rates for a Variable Annuity with Assumed Net Return Rate of 5%

   Years         Amount of      Years      Amount of      Years     Amount of
of Payments       Payments   of Payments   Payments    of Payments  Payments
- -----------       --------   -----------   --------    -----------  --------
     3            $29.80          13         $8.64         22        $6.17
     4             22.89          14          8.20         23         6.02
     5             18.74          15          7.82         24         5.88
     6             15.99          16          7.49         25         5.76
     7             14.02          17          7.20         26         5.65
     8             12.56          18          6.94         27         5.54
     9             11.42          19          6.71         28         5.45
    10             10.51          20          6.51         29         5.36
    11              9.77          21          6.33         30         5.28
    12              9.16


                                       16
<PAGE>


                                    OPTION 3

                                  LIFE INCOME

                AMOUNT OF FIRST MONTHLY PAYMENT FOR EACH $1,000
                AFTER DEDUCTION OF ANY CHARGE FOR PREMIUM TAXES

      Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.5%; and
       Rates for a Variable Annuity with Assumed Net Return Rate of 3.5%

               Payments Guaranteed for a Stated Period of Months

          Age of
         Annuitant         None       60       120       180       240
         ---------         ----       --       ---       ---       ---
             50           $4.34     $4.34     $4.31     $4.27     $4.22
             51            4.41      4.40      4.38      4.33      4.27
             52            4.48      4.47      4.45      4.40      4.32
             53            4.56      4.55      4.52      4.46      4.38
             54            4.64      4.63      4.59      4.53      4.44

             55            4.72      4.71      4.67      4.60      4.50
             56            4.81      4.80      4.75      4.67      4.56
             57            4.91      4.89      4.84      4.75      4.62
             58            5.01      4.99      4.93      4.83      4.69
             59            5.12      5.10      5.03      4.92      4.75

             60            5.23      5.21      5.13      5.00      4.82
             61            5.36      5.33      5.24      5.09      4.88
             62            5.49      5.45      5.35      5.19      4.95
             63            5.63      5.59      5.47      5.28      5.02
             64            5.78      5.73      5.60      5.38      5.08

             65            5.94      5.89      5.73      5.48      5.15
             66            6.11      6.05      5.87      5.58      5.21
             67            6.29      6.22      6.02      5.69      5.27
             68            6.49      6.41      6.17      5.79      5.33
             69            6.70      6.60      6.33      5.90      5.38

             70            6.92      6.81      6.49      6.00      5.43
             71            7.17      7.04      6.66      6.10      5.48
             72            7.43      7.27      6.84      6.20      5.52
             73            7.71      7.53      7.02      6.30      5.55
             74            8.02      7.80      7.20      6.39      5.59

             75            8.35      8.08      7.38      6.48      5.62

Rates are based on mortality from 1983 Table a. The rates do not differ by sex.

Rates for ages not shown will be provided on request and will be computed on a
basis consistent with the rates in the above tables.

                                       17
<PAGE>

                                    OPTION 3

                                  Life Income

                Amount of First Monthly Payment for Each $1,000
                After Deduction of any Charge for Premium Taxes

       Rates for a Variable Annuity with Assumed Net Return Rate of 5.0%

               Payments Guaranteed for a Stated Period of Months

          Age of
         Annuitant         None       60       120       180       240
         ---------         ----       --       ---       ---       ---
             50           $5.26     $5.25     $5.22     $5.17     $5.11
             51            5.33      5.32      5.28      5.23      5.15
             52            5.40      5.38      5.34      5.29      5.20
             53            5.47      5.45      5.41      5.35      5.26
             54            5.54      5.53      5.48      5.41      5.31

             55            5.63      5.61      5.56      5.47      5.36
             56            5.71      5.69      5.63      5.54      5.42
             57            5.80      5.78      5.72      5.61      5.47
             58            5.90      5.88      5.81      5.69      5.53
             59            6.01      5.98      5.90      5.77      5.59

             60            6.12      6.09      6.00      5.85      5.65
             61            6.24      6.21      6.10      5.93      5.71
             62            6.37      6.33      6.21      6.02      5.77
             63            6.51      6.46      6.33      6.11      5.83
             64            6.66      6.60      6.45      6.20      5.89

             65            6.82      6.75      6.57      6.30      5.95
             66            6.99      6.91      6.71      6.39      6.01
             67            7.17      7.08      6.85      6.49      6.06
             68            7.36      7.27      6.99      6.59      6.12
             69            7.57      7.46      7.15      6.69      6.17

             70            7.80      7.67      7.30      6.78      6.21
             71            8.05      7.89      7.47      6.88      6.25
             72            8.31      8.13      7.64      6.97      6.29
             73            8.59      8.38      7.81      7.06      6.33
             74            8.90      8.64      7.99      7.15      6.36

             75            9.23      8.93      8.16      7.23      6.38

Rates are based on mortality from 1983 Table a. The rates do not differ by sex.

Rates for ages not shown will be provided on request and will be computed on a
basis consistent with the rates in the above tables.

                                       18
<PAGE>

                                    OPTION 4

                           LIFE INCOME FOR TWO PAYEES

                        JOINT AND LAST SURVIVOR ANNUITY
                              100% TO THE SURVIVOR
                               NO MINIMUM PERIOD

                AMOUNT OF FIRST MONTHLY PAYMENT FOR EACH $1,000
                AFTER DEDUCTION OF ANY CHARGE FOR PREMIUM TAXES

      Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.5%; and
       Rates for a Variable Annuity with Assumed Net Return Rate of 3.5%

   Age                           Age of Second Annuitant
 of Male
Annuitant     45     50      55      60      65      70     75       80      85
- ---------   -----  -----   -----   -----   -----   -----   -----   -----   -----
   45       $3.69  $3.75   $3.81   $3.84   $3.87   $3.90   $3.91   $3.92   $3.92
   50        3.75   3.89    3.97    4.04    4.09    4.13    4.15    4.17    4.18
   55        3.81   3.97    4.16    4.27    4.35    4.42    4.47    4.50    4.51
   60        3.84   4.04    4.27    4.51    4.66    4.78    4.86    4.92    4.95
   65        3.87   4.09    4.35    4.66    4.99    5.19    5.35    5.46    5.53
   70        3.90   4.13    4.42    4.78    5.19    5.67    5.95    6.17    6.31
   75        3.91   4.15    4.47    4.86    5.35    5.95    6.64    7.04    7.34
   80        3.92   4.17    4.50    4.92    5.46    6.17    7.04    8.04    8.63
   85        3.92   4.18    4.51    4.95    5.53    6.31    7.34    8.63   10.05


        Rates for a Variable Annuity with Assumed Net Return Rate of 5%

   Age                           Age of Second Annuitant
 of Male
Annuitant     45     50      55      60      65      70     75       80      85
- ---------   -----  -----   -----   -----   -----   -----   -----   -----   -----
   45       $4.63  $4.68   $4.73   $4.77   $4.80   $4.82   $4.84   $4.85   $4.86
   50        4.68   4.80    4.88    4.95    5.00    5.04    5.06    5.08    5.10
   55        4.73   4.88    5.04    5.15    5.24    5.30    5.35    5.39    5.41
   60        4.77   4.95    5.15    5.37    5.52    5.63    5.72    5.79    5.83
   65        4.80   5.00    5.24    5.52    5.83    6.04    6.20    6.31    6.39
   70        4.82   5.04    5.30    5.63    6.04    6.49    6.77    6.99    7.15
   75        4.84   5.06    5.35    5.72    6.20    6.77    7.45    7.86    8.16
   80        4.85   5.08    5.39    5.79    6.31    6.99    7.86    8.84    9.43
   85        4.86   5.10    5.41    5.83    6.39    7.15    8.16    9.43   10.86

Rates are based on mortality from 1983 Table a. The rates do not differ by sex.

Rates for ages not shown will be provided on request and will be computed on a
basis consistent with the rates in the above tables.

                                       19
<PAGE>

                                    OPTION 4

                           LIFE INCOME FOR TWO PAYEES

                        JOINT AND LAST SURVIVOR ANNUITY
                            66-2/3% TO THE SURVIVOR
                               NO MINIMUM PERIOD

                AMOUNT OF FIRST MONTHLY PAYMENT FOR EACH $1,000
                AFTER DEDUCTION OF ANY CHARGE FOR PREMIUM TAXES

      Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.5%; and
       Rates for a Variable Annuity with Assumed Net Return Rate of 3.5%

   Age                           Age of Second Annuitant
   of
Annuitant     45     50      55      60      65      70     75       80      85
- ---------   -----  -----   -----   -----   -----   -----   -----   -----   -----
   45       $3.94  $4.05   $4.18   4.32    $4.48   $4.66   $4.84   $5.02   $5.19
   50        4.05   4.20    4.35   4.51     4.69    4.89    5.09    5.30    5.49
   55        4.18   4.35    4.54   4.73     4.95    5.18    5.42    5.65    5.87
   60        4.32   4.51    4.73   4.99     5.25    5.53    5.82    6.11    6.37
   65        4.48   4.69    4.95   5.25     5.61    5.97    6.33    6.69    7.02
   70        4.66   4.89    5.18   5.53     5.97    6.49    6.96    7.43    7.88
   75        4.84   5.09    5.42   5.82     6.33    6.96    7.73    8.39    9.02
   80        5.02   5.30    5.65   6.11     6.69    7.43    8.39    9.54   10.46
   85        5.19   5.49    5.87   6.37     7.02    7.88    9.02   10.46   12.15


        Rates for a Variable Annuity with Assumed Net Return Rate of 5%

   Age                           Age of Second Annuitant
   of
Annuitant     45     50      55      60      65      70     75       80      85
- ---------   -----  -----   -----   -----   -----   -----   -----   -----   -----
   45       $4.87  $4.99   $5.12   $5.27   $5.44   $5.64   $5.86   $6.09   $6.30
   50        4.99   5.12    5.26    5.43    5.63    5.85    6.09    6.33    6.57
   55        5.12   5.26    5.44    5.63    5.85    6.11    6.38    6.65    6.92
   60        5.27   5.43    5.63    5.87    6.14    6.44    6.75    7.07    7.38
   65        5.44   5.63    5.85    6.14    6.49    6.84    7.23    7.62    8.00
   70        5.64   5.85    6.11    6.44    6.84    7.35    7.84    8.34    8.83
   75        5.86   6.09    6.38    6.75    7.23    7.84    8.60    9.28    9.93
   80        6.09   6.33    6.65    7.07    7.62    8.34    9.28   10.42   11.35
   85        6.30   6.57    6.92    7.38    8.00    8.83    9.93   11.35   13.04

Rates are based on mortality from 1983 Table a. The rates do not differ by sex.

Rates for ages not shown will be provided on request and will be computed on a
basis consistent with the rates in the above tables.

                                       20
<PAGE>

                                    OPTION 4

                           LIFE INCOME FOR TWO PAYEES
                        JOINT AND LAST SURVIVOR ANNUITY
                              50% TO THE SURVIVOR
                               NO MINIMUM PERIOD

                AMOUNT OF FIRST MONTHLY PAYMENT FOR EACH $1,000
                AFTER DEDUCTION OF ANY CHARGE FOR PREMIUM TAXES

      Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.5%; and
       Rates for a Variable Annuity with Assumed Net Return Rate of 3.5%

   Age                           Age of Second Annuitant
   of
Annuitant     45     50      55      60      65      70     75       80      85
- ---------   -----  -----   -----   -----   -----   -----   -----   -----   -----
   45       $4.07  $4.22   $4.40   $4.61   $4.87   $5.17   $5.49   $5.84   $6.18
   50        4.22   4.37    4.56    4.79    5.06    5.39    5.75    6.13    6.51
   55        4.40   4.56    4.76    5.00    5.31    5.66    6.06    6.49    6.91
   60        4.61   4.79    5.00    5.27    5.61    6.01    6.46    6.95    7.43
   65        4.87   5.06    5.31    5.61    5.99    6.44    6.96    7.54    8.11
   70        5.17   5.39    5.66    6.01    6.44    6.99    7.61    8.29    9.00
   75        5.49   5.75    6.06    6.46    6.96    7.61    8.43    9.29   10.17
   80        5.84   6.13    6.49    6.95    7.54    8.29    9.29   10.54   11.71
   85        6.18   6.51    6.91    7.43    8.11    9.00   10.17   11.71   13.57


        Rates for a Variable Annuity with Assumed Net Return Rate of 5%

   Age                           Age of Second Annuitant
   of
Annuitant     45     50      55      60      65      70     75       80      85
- ---------   -----  -----   -----   -----   -----   -----   -----   -----   -----
   45       $5.01  $5.15   $5.33   $5.56   $5.83   $6.17   $6.55   $6.98   $7.40
   50        5.15   5.29    5.48    5.71    6.01    6.36    6.78    7.32    7.68
   55        5.33   5.48    5.66    5.91    6.23    6.61    7.05    7.54    8.05
   60        5.56   5.71    5.91    6.16    6.51    6.93    7.42    7.96    8.53
   65        5.83   6.01    6.23    6.51    6.87    7.34    7.89    8.51    9.16
   70        6.17   6.36    6.61    6.93    7.34    7.87    8.51    9.23   10.00
   75        6.55   6.78    7.05    7.42    7.89    8.51    9.33   10.20   11.14
   80        6.98   7.23    7.54    7.96    8.51    9.23   10.20   11.44   12.64
   85        7.40   7.68    8.05    8.53    9.16   10.00   11.14   12.64   14.51

Rates are based on mortality from 1983 Table a. The rates do not differ by sex.

Rates for ages not shown will be provided on request and will be computed on a
basis consistent with the rates in the above tables.

                                       21
<PAGE>

                                    OPTION 4

                           LIFE INCOME FOR TWO PAYEES

                        JOINT AND LAST SURVIVOR ANNUITY
                              100% TO THE SURVIVOR
                           120 MONTHS MINIMUM PERIOD

                AMOUNT OF FIRST MONTHLY PAYMENT FOR EACH $1,000
                AFTER DEDUCTION OF ANY CHARGE FOR PREMIUM TAXES

      Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.5%; and
       Rates for a Variable Annuity with Assumed Net Return Rate of 3.5%

   Age                           Age of Second Annuitant
   of
Annuitant     45     50      55      60      65      70     75       80      85
- ---------   -----  -----   -----   -----   -----   -----   -----   -----   -----
   45       $3.69  $3.75   $3.80   $3.84   $3.87   $3.89   $3.91   $3.91   $3.92
   50        3.75   3.89    3.97    4.04    4.09    4.13    4.15    4.16    4.17
   55        3.80   3.97    4.15    4.26    4.35    4.41    4.46    4.48    4.49
   60        3.84   4.04    4.26    4.50    4.65    4.78    4.84    4.89    4.91
   65        3.87   4.09    4.35    4.65    4.98    5.17    5.31    5.41    5.46
   70        3.89   4.13    4.41    4.76    5.17    5.62    5.87    6.05    6.15
   75        3.91   4.15    4.46    4.84    5.31    5.87    6.48    6.79    6.98
   80        3.91   4.16    4.48    4.89    5.41    6.05    6.79    7.50    7.83
   85        3.92   4.17    4.49    4.91    5.46    6.15    6.98    7.83    8.50


        Rates for a Variable Annuity with Assumed Net Return Rate of 5%

   Age                           Age of Second Annuitant
   of
Annuitant     45     50      55      60      65      70     75       80      85
- ---------   -----  -----   -----   -----   -----   -----   -----   -----   -----
   45       $4.63  $4.68   $4.73   $4.77   $4.80   $4.82   $4.84   $4.85   $4.85
   50        4.68   4.80    4.88    4.94    4.99    5.03    5.06    5.07    5.08
   55        4.73   4.88    5.04    5.14    5.23    5.29    5.34    5.37    5.38
   60        4.77   4.94    5.14    5.37    5.51    5.62    5.70    5.75    5.78
   65        4.80   4.99    5.23    5.51    5.82    6.00    6.15    6.24    6.30
   70        4.82   5.03    5.29    5.62    6.00    6.44    6.68    6.86    6.96
   75        4.84   5.06    5.34    5.70    6.15    6.68    7.27    7.57    7.76
   80        4.85   5.07    5.37    5.75    6.24    6.86    7.57    8.26    8.58
   85        4.85   5.08    5.38    5.78    6.30    6.96    7.76    8.58    9.23

Rates are based on mortality from 1983 Table a. The rates do not differ by sex.

Rates for ages not shown will be provided on request and will be computed on a
basis consistent with the rates in the above tables.

                                       22
<PAGE>

                                    OPTION 4

                           LIFE INCOME FOR TWO PAYEES
                  JOINT AND 1/2 CONTINGENT LIFE INCOME ANNUITY
                               NO MINIMUM PERIOD

                AMOUNT OF FIRST MONTHLY PAYMENT FOR EACH $1,000
                AFTER DEDUCTION OF ANY CHARGE FOR PREMIUM TAXES

      Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.5%; and
       Rates for a Variable Annuity with Assumed Net Return Rate of 3.5%

   Age                           Age of Second Annuitant
   of
Annuitant     45     50      55      60      65      70     75       80      85
- ---------   -----  -----   -----   -----   -----   -----   -----   -----   -----
   45       $3.86  $3.89   $3.93   $3.94   $3.96   $3.97   $3.98   $3.98   $3.98
   50        4.02   4.10    4.15    4.18    4.21    4.23    4.24    4.25    4.26
   55        4.22   4.31    4.42    4.48    4.53    4.57    4.59    4.61    4.61
   60        4.43   4.56    4.70    4.84    4.93    4.99    5.04    5.07    5.09
   65        4.69   4.84    5.02    5.22    5.42    5.54    5.63    5.69    5.73
   70        4.99   5.17    5.39    5.65    5.93    6.23    6.40    6.52    6.60
   75        5.33   5.54    5.82    6.14    6.52    6.95    7.40    7.64    7.81
   80        5.70   5.96    6.29    6.69    7.17    7.75    8.41    9.08    9.45
   85        6.07   6.38    6.75    7.24    7.84    8.59    9.49   10.51   11.50

        Rates for a Variable Annuity with Assumed Net Return Rate of 5%

   Age                           Age of Second Annuitant
   of
Annuitant     45     50      55      60      65      70     75       80      85
- ---------   -----  -----   -----   -----   -----   -----   -----   -----   -----
   45       $4.80  $4.83   $4.86   $4.88   $4.89   $4.90   $4.91   $4.92   $4.92
   50        4.95   5.02    5.06    5.10    5.13    5.15    5.16    5.17    5.18
   55        5.14   5.23    5.32    5.38    5.43    5.46    5.49    5.51    5.52
   60        5.36   5.47    5.59    5.72    5.80    5.86    5.91    5.95    5.97
   65        5.63   5.77    5.93    6.10    6.29    6.41    6.50    6.56    6.60
   70        5.96   6.12    6.31    6.54    6.81    7.08    7.25    7.37    7.46
   75        6.35   6.54    6.77    7.06    7.42    7.81    8.25    8.49    8.66
   80        6.79   7.01    7.30    7.66    8.11    8.65    9.28    9.93   10.21
   85        7.26   7.53    7.86    8.29    8.85    9.55   10.41   11.39   12.37

These Annuity rates are based on mortality from 1983 Table a.

                                       23
<PAGE>

                    Aetna Life Insurance and Annuity Company
                        Home Office: 151 FARMINGTON AVE.
                          HARTFORD, CONNECTICUT 06156
                                 1-800-525-4225

          INDIVIDUAL VARIABLE, FIXED, OR COMBINATION ANNUITY CONTRACT
                                NONPARTICIPATING
               ALL PAYMENTS AND VALUES PROVIDED BY THIS CONTRACT,
           WHEN BASED ON INVESTMENT EXPERIENCE OF A SEPARATE ACCOUNT,
         ARE VARIABLE AND ARE NOT GUARANTEED AS TO FIXED DOLLAR AMOUNT.



Individual Application          Aetna Life Insurance and Annuity Company
for Nonqualified Deferred       151 Farmington Avenue
Annuity Contract                Hartford, CT  06156-8383
                                1-800-525-4225
<TABLE>
____________________________________________________________________________________________________________________________
<S>                          <C>
Customer Information         Name (Last, First, Middle Initial)           | Social Security Number
                                                                          |
                             _____________________________________________|_________________________________________________
                             Address (Street, City, State, ZIP Code)

                             _______________________________________________________________________________________________
                             Date of Birth   |   Marital Status  | [ ] Male    |Telephone Number     [ ] Home or   [ ] Work
                                             |   [ ] M    [ ] S  | [ ] Female  |
                             ________________|___________________|_____________|____________________________________________
                             Aetna Employee Number  | Planned Retirement | Annual Income  | U.S. Citizen   [ ] Yes  [ ] No
                                                    | Age                |                | If no, please specify:
____________________________________________________|____________________|________________|_________________________________
Account Information          Monthly Installment Payment Amount $________ (Minimum amount is $50; maximum $999.99)

                             This payment will be made by payroll deduction. This request must be accompanied by a properly
                             completed Payroll Deduction Authorization form.
                             _______________________________________________________________________________________________
                             Single Payment Amount $______________________

                             An additional payment of at least $500 may be made at the same time as the initial installment
                             or at any time during the accumulation period of the annuity. For amounts of $5,000 or more,
                             dollar cost averaging is available. Please call 1-800-525-4225 for more information.
                             _______________________________________________________________________________________________
                             Will this contract change or replace any existing life insurance or annuity contracts?
                                                                                                             [ ] No  [ ] Yes

                             Cost Basis in Transferred Funds  $______________
____________________________________________________________________________________________________________________________
Investment Options           ____% Aetna Variable Fund (Growth & Income)
                             ____% Aetna Fixed Account
Investment allocations are   ____% Aetna Variable Encore Fund (Money Market)
in whole percentages and     ____% Aetna Income Shares (Bond)
must total 100%.             ____% Aetna Investment Advisers Fund, Inc. (Managed)
                             ____% Neuberger & Berman Advisers Management Trust (Growth)
                             ____% Lexington Natural Resources Trust
                             ____% Scudder Variable Life Investment Fund (International)
                             ____% TCI Growth (Capital Growth)
                             ____% Alger American Small Cap Portfolio
                             ____% Other ________________
                             ____% Other ________________
                             ____% Other ________________
                             ____% Other ________________
                             100 %  Total
____________________________________________________________________________________________________________________________
Beneficiary                  Indicate primary or contingent beneficiary.  Attach separate sheet for additional beneficiaries.
Designation                  _______________________________________________________________________________________________
                             Primary                          | Relationship                     |  Social Security Number
                                                              |                                  |
                             __________________________________|__________________________________|_________________________
                             [ ] Primary or  [ ] Contingent   | Relationship                     |  Social Security Number
                                                              |                                  |
                             __________________________________|__________________________________|_________________________
                             [ ] Primary or  [ ] Contingent   | Relationship                     |  Social Security Number
                                                              |                                  |
                                                              |                                  |

<PAGE>


____________________________________________________________________________________________________________________________
Variable Annuity Contract    Before entering into this Contract, please read the following information carefully:
Explanation
                             1. This variable annuity Contract is intended to be used for long term accumulation for
                                retirement.
                             2. Variable benefits cannot be predicted or guaranteed as to dollar amount.
                             3. A periodic deduction is made from the variable portion of Contract values for investment
See the prospectus              managementfor expenses and the mortality and expense risk charges.
complete details.            4. A maintenance fee will be deducted from the value of an installment Contract each year.
                             5. Once annuity payments begin, they can be stopped only if provided for in the Contract.
____________________________________________________________________________________________________________________________
Additional Information       [bullet] The National Association of Securities Dealers, Inc. (NASD) requires that the sales
                                      representative must have reason to believe that this contract is suitable for the
                                      participant. The sales representative must rely on information provided by the
                                      participant as shown on this form and any other information available.

                             [bullet] Corrections: Errors and omissions may be corrected by the Company but no change in
                                      plan, age at issue, birthdate, payment amount, investment allocation or change of
                                      investment allocation may be made without written consent of the owner. (Not
                                      applicable in W. Va.)
____________________________________________________________________________________________________________________________
Signature

                             I understand that any payments and termination values provided by the Contract, when based on
                             investment experience of a Separate Account, are variable and are not guaranteed as to a fixed
Please read this section     dollar amount. However, fixed and/or General Account funds will not vary and are guaranteed as
carefully before signing     to a fixed dollar amount.

                             I represent that this information is correct and complete and that, under penalties of perjury,
                             the number shown on this form is my correct Social Security Number.

                             I have received the prospectus dated ___________________ and all current prospectuses
                             pertaining to all of the investment options under the contract.

                             [ ] I wish to receive a Statement of Additional Information for Prospectus 707.00.1-4.
                             _______________________________________________________________________________________________
                             Signature of Contract Holder
                             _______________________________________________________________________________________________
                             City and State                                      | Date
_________________________________________________________________________________|__________________________________________
Producer's Note              Do you have any reason to believe any existing insurance or annuity contracts will be modified
                             or replaced if this contract is issued?           [ ] Yes     [ ] No
(Applicable only in
 FL and NC)                  I have reviewed the details of the client's retirement program during the solicitation of the
                             application, and believe the Contract applied for is suitable for that program.

                             Signature of Producer/Agent __________________________________________ Date ___________________
                             Print Name ______________________________________________ License ID No. ______________________

____________________________________________________________________________________________________________________________
Aetna Use Only               Producer Name                   | Producer Code                     | Aetna Office Code
Producer information                                         |                                   |
for FL & NC only                                             |                                   |
                             ________________________________|___________________________________|__________________________
                             Contract No ....................| Mdl. ............................ | Area ....................
Accepted:                    Eff. Date ......................| Premium ......................... | State ...................
                             ________________________________|___________________________________|__________________________
                             Corrections:                    |                                   |
                                                             |                                   |
</TABLE>


[Aetna Letterhead]
[Aetna Logo]                                   151 Farmington Avenue
                                               Hartford, CT 06156



                                               Julie E. Rockmore
                                               Counsel
                                               Law Division, RE4A
     August 14, 1997                           Investments & Financial Services
                                               (860) 273-4686
                                               Fax: (860) 273-8340


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

Re: Aetna Life Insurance and Annuity Company and its Variable Annuity Account B
    Post-Effective Amendment No. 8 to Registration Statement on Form N-4
    Prospectus Title:  Aextra Assets - Individual Variable Annuity
    Contracts Made Available to Individuals Who Wish to Supplement their
    Retirement Income
    File Nos.  33-76002 and 811-2512

Dear Sir or Madam:

The undersigned serves as counsel to Aetna Life Insurance and Annuity Company, a
Connecticut life insurance company (the "Company"). It is my understanding that
the Company, as depositor, has registered an indefinite amount of securities
(the "Securities") under the Securities Act of 1933 (the "Securities Act") as
provided in Rule 24f-2 under the Investment Company Act of 1940 (the "Investment
Company Act").

In connection with this opinion, I have reviewed the N-4 Registration Statement,
as amended to the date hereof, and this Post-Effective Amendment No. 8. I have
also examined originals or copies, certified or otherwise identified to my
satisfaction, of such documents, trust records and other instruments I have
deemed necessary or appropriate for the purpose of rendering this opinion. For
purposes of such examination, I have assumed the genuineness of all signatures
on original documents and the conformity to the original of all copies.

I am admitted to practice law in Connecticut, and do not purport to be an expert
on the laws of any other state. My opinion herein as to any other law is based
upon a limited inquiry thereof which I have deemed appropriate under the
circumstances.



<PAGE>


Based upon the foregoing, and, assuming the Securities are sold in accordance
with the provisions of the prospectus, I am of the opinion that the Securities
being registered will be legally issued and will represent binding obligations
of the Company.

I consent to the filing of this opinion as an exhibit to the Registration
Statement.

Sincerely,
/s/ Julie E. Rockmore
Julie E. Rockmore





                         CONSENT OF INDEPENDENT AUDITORS



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


We consent to the use of our reports dated February 4, 1997 and February 14,
1997 included in the registration statement (No. 33-76002) on Form N-4 and to
the references to our Firm under the captions "Condensed Financial Information"
in the Prospectus and "Independent Auditors" in the Statement of Additional
Information.

                                    /s/ KPMG Peat Marwick LLP



Hartford, Connecticut
August 14, 1997




<TABLE> <S> <C>


<ARTICLE>                     6
<CIK>                         0000103005
<NAME>                        Aetna Variable Annuity Account B
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                   DEC-31-1996
<PERIOD-START>                      JAN-01-1996
<PERIOD-END>                        DEC-31-1996
<INVESTMENTS-AT-COST>             1,726,620,671
<INVESTMENTS-AT-VALUE>            1,848,811,724
<RECEIVABLES>                                 0
<ASSETS-OTHER>                                0
<OTHER-ITEMS-ASSETS>                          0
<TOTAL-ASSETS>                    1,848,811,724
<PAYABLE-FOR-SECURITIES>                      0
<SENIOR-LONG-TERM-DEBT>                       0
<OTHER-ITEMS-LIABILITIES>                     0
<TOTAL-LIABILITIES>                           0
<SENIOR-EQUITY>                               0
<PAID-IN-CAPITAL-COMMON>                      0
<SHARES-COMMON-STOCK>                         0
<SHARES-COMMON-PRIOR>                         0
<ACCUMULATED-NII-CURRENT>                     0
<OVERDISTRIBUTION-NII>                        0
<ACCUMULATED-NET-GAINS>                       0
<OVERDISTRIBUTION-GAINS>                      0
<ACCUM-APPREC-OR-DEPREC>                      0
<NET-ASSETS>                      1,848,811,724
<DIVIDEND-INCOME>                   120,367,178
<INTEREST-INCOME>                             0
<OTHER-INCOME>                                0
<EXPENSES-NET>                       17,483,870
<NET-INVESTMENT-INCOME>             102,883,308
<REALIZED-GAINS-CURRENT>             17,427,408
<APPREC-INCREASE-CURRENT>            93,444,109
<NET-CHANGE-FROM-OPS>               213,754,825
<EQUALIZATION>                                0
<DISTRIBUTIONS-OF-INCOME>                     0
<DISTRIBUTIONS-OF-GAINS>                      0
<DISTRIBUTIONS-OTHER>                         0
<NUMBER-OF-SHARES-SOLD>                       0
<NUMBER-OF-SHARES-REDEEMED>                   0
<SHARES-REINVESTED>                           0
<NET-CHANGE-IN-ASSETS>                        0
<ACCUMULATED-NII-PRIOR>                       0
<ACCUMULATED-GAINS-PRIOR>                     0
<OVERDISTRIB-NII-PRIOR>                       0
<OVERDIST-NET-GAINS-PRIOR>                    0
<GROSS-ADVISORY-FEES>                         0
<INTEREST-EXPENSE>                            0
<GROSS-EXPENSE>                               0
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