VARIABLE ANNUITY ACCOUNT B OF AETNA LIFE INS & ANNUITY CO
485APOS, 2000-02-16
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As filed with the Securities and Exchange              Registration No. 33-75996
Commission on February 16, 2000                        Registration No. 811-2512

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM N-4

- --------------------------------------------------------------------------------
                       Post-Effective Amendment No. 21 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, TS31, 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, TS31, Hartford, Connecticut 06156
                     (Name and Address of Agent for Service)

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

It is proposed that this filing will become effective:

                60 days after filing pursuant to paragraph (a)(1) of Rule 485
     --------
        X       on May 1, 2000 pursuant to paragraph (a)(1) of Rule 485
     --------

*Pursuant to Rule 429(a) under the Securities Act of 1933, Registrant has
included a combined prospectus under this Registration Statement which includes
all the information which would currently be required in a prospectus relating
to the securities covered by the following earlier Registration Statements Nos.:
33-88722, 2-52448, and the individual deferred compensation contracts covered by
Registration Statement No. 33-76000.
<PAGE>
                           VARIABLE ANNUITY ACCOUNT B
                              CROSS REFERENCE SHEET


<TABLE>
<CAPTION>
FORM N-4                                                           LOCATION - PROSPECTUS DATED
ITEM NO.                 PART A (PROSPECTUS)                               MAY 1, 2000
    <S>    <C>                                                <C>
    1      Cover Page.....................................    Cover Page

    2      Definitions....................................    Not Applicable

    3      Synopsis.......................................    Contract Overview; Fee Table

    4      Condensed Financial Information................    Condensed Financial Information; Appendix V -
                                                              Condensed Financial Information

    5      General Description of Registrant, Depositor,
           and Portfolio Companies........................    Other Topics - The Company; Variable Annuity
                                                              Account B; Appendix IV - Fund Descriptions

    6      Deductions and Expenses........................    Fees

    7      General Description of Variable
           Annuity Contracts .............................    Contract Overview; Other Topics

    8      Annuity Period.................................    The Income Phase

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

    10     Purchases and Contract Value...................    Contract Purchase and Participation; Your
                                                              Account Value

    11     Redemptions....................................    Right to Cancel; Withdrawals; Systematic
                                                              Distribution Options

    12     Taxes..........................................    Taxation

    13     Legal Proceedings..............................    Other Topics - Legal Matters and Proceedings

    14     Table of Contents of the Statement of              Contents of the Statement of Additional
           Additional Information.........................    Information
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                                                     LOCATION - STATEMENT OF
FORM N-4              PART B (STATEMENT OF ADDITIONAL                ADDITIONAL INFORMATION
ITEM NO.                        INFORMATION)                            DATED MAY 1, 2000
    <S>    <C>                                                <C>
    15     Cover Page.....................................    Cover page

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

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

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

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

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

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

    22     Annuity Payments...............................    Income Phase 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>

                           VARIABLE ANNUITY ACCOUNT B


                   Aetna Life Insurance and Annuity Company



                          Supplement Dated May 1, 2000
      To the Prospectus and Contract Prospectus Summary dated May 1, 2000



Group Variable Annuity Contracts for Employer-Sponsored Deferred Compensation
                                      Plans
   Producers' Deferred Compensation Plan and Producers' Incentive Savings Plan



This supplement relates to the Producers' Deferred Compensation Plan and the
Producers' Incentive Savings Plan (the "Plans") for career agents and certain
brokers of Aetna Life Insurance Company and Aetna Life Insurance and Annuity
Company. The Plans have met the criteria allowing for the reduction or
elimination of certain charges under the contract. The Company will not deduct a
maintenance fee or an early withdrawal charge under the contract. See "Fees."



































XCS.75996-00AB                                                   May 2000

<PAGE>
                           VARIABLE ANNUITY ACCOUNT B


                   Aetna Life Insurance and Annuity Company



                          Supplement Dated May 1, 2000
      To the Prospectus and Contract Prospectus Summary dated May 1, 2000



Group Variable Annuity Contracts for Employer-Sponsored Deferred Compensation
                                      Plans



The following is a negotiated provision regarding the early withdrawal charge
applicable to the participants of the American Chamber of Commerce Executives
Deferred Compensation Plan. See "Fees."


In addition to the applicable reasons listed in this Prospectus, an early
withdrawal charge is not deducted for any Account Value which is withdrawn due
to the Participant's separation from service.



































XCS.75996-00CC                                                   May 2000

<PAGE>

                            Prospectus - May 1, 2000
- --------------------------------------------------------------------------------

The Funds
Aetna Ascent VP
Aetna Balanced VP, Inc.
Aetna Income Shares d/b/a Aetna Bond VP
Aetna Crossroads VP
Aetna Growth VP
Aetna Variable Fund d/b/a Aetna
  Growth and Income VP

Aetna High Yield VP(1)

Aetna Index Plus Large Cap VP
Aetna Index Plus Mid Cap VP
Aetna Index Plus Small Cap VP
Aetna International VP
Aetna Legacy VP
Aetna Variable Encore Fund d/b/a Aetna
  Money Market VP

Aetna Real Estate Securities VP(1)

Aetna Small Company VP

Aetna Technology VP

Aetna Value Opportunity VP
AIM V.I. Capital Appreciation Fund
AIM V.I. Growth Fund
AIM V.I. Growth and Income Fund
AIM V.I. Value Fund
Calvert Social Balanced Portfolio
Fidelity Variable Insurance Products
  Fund (VIP) Equity-Income Portfolio
Fidelity Variable Insurance Products
  Fund (VIP) Growth Portfolio
Fidelity Variable Insurance Products
  Fund (VIP) Overseas Portfolio
Fidelity Variable Insurance Products
  Fund II (VIP II) Contrafund
  Portfolio
Janus Aspen Aggressive Growth
  Portfolio
Janus Aspen Balanced Portfolio
Janus Aspen Flexible Income Portfolio
Janus Aspen Growth Portfolio
Janus Aspen Worldwide Growth
  Portfolio

Lexington Natural Resources Trust(2)

Oppenheimer Global Securities Fund/VA
Oppenheimer Strategic Bond Fund/VA

Portfolio Partners, Inc. (PPI) MFS
  Capital Opportunities Portfolio
  (formerly known as PPI Value
  Equity Portfolio)
Portfolio Partners, Inc. (PPI) MFS
  Emerging Equities Portfolio
Portfolio Partners, Inc. (PPI) MFS
  Research Growth Portfolio
Portfolio Partners, Inc. (PPI) Scudder
  International Growth Portfolio
Portfolio Partners, Inc. (PPI) T. Rowe
  Price Growth Equity Portfolio


The Contracts. The contracts described in this prospectus are group deferred
variable annuity contracts issued by Aetna Life Insurance and Annuity Company
(the Company). They are intended to be used as funding vehicles for certain
types of retirement plans, including those that qualify for beneficial tax
treatment, and/or to provide current income reduction under certain sections of
the Internal Revenue Code of 1986, as amended (Tax Code). The contracts were
formerly sold as both group contracts and employer-owned individual contracts.

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

Why Reading this Prospectus is Important. Before you participate in the contract
through a retirement plan, you should read this prospectus. It provides facts
about the contract and its investment options. Plan sponsors (generally your
employer) should read this prospectus to help determine if the contract is
appropriate for their plan. Keep this document for future reference.

Table of Contents . . . page 4
- --------------------------------------------------------------------------------

Investment Options. The contracts offer variable investment options and fixed
interest options. When we establish your account(s), the contract holder, or you
if permitted by the plan, instructs us to direct account dollars to any of the
available options. Some investment options may be unavailable through certain
contracts and plans, or in some states.


Variable Investment Options. These options are called subaccounts. The
subaccounts are within Variable Annuity Account B (the separate account), a
separate account of the Company. You do not invest directly in or hold shares of
the funds. Each subaccount invests in one of the mutual funds (funds) listed on
this page. Earnings on amounts invested in a subaccount will vary depending upon
the performance and fees of its underlying fund.

Risks Associated with Investing in the Funds. Information about the risks of
investing in the funds is located in the "Investment Option" section of this
prospectus at page 11 and in each fund prospectus. Read this prospectus in
conjunction with the fund prospectus, and retain the prospectus for future
reference.

Getting Additional Information. You may obtain the May 1, 2000, Statement of
Additional Information (SAI) by indicating your request on your enrollment
materials or calling the Company at 1-800-262-3862. You may also obtain an SAI
for any of the funds by calling that number. This prospectus, the SAI and other
information about the separate account are posted on the Securities and Exchange
Commission (SEC) web site, www.sec.gov and may also be obtained, free of charge,
by contacting the SEC Public Reference Room at 202-942-8090. The SAI table of
contents is listed on page 37 of this prospectus. The SAI is incorporated into
this prospectus by reference.

Additional Disclosure Information. Neither the SEC, nor any state securities
commission, has approved or disapproved the securities offered through this

- -------------------------
(1) Effective July 15, 2000, transfers or deposits are not allowed into the
    subaccount investing in this fund except from customers with standing
    instructions (e.g., payroll deductions, dollar cost averaging) in effect
    prior to this date. See "Important Information Regarding Aetna High Yield VP
    and Aetna Real Estate Securities VP Subaccounts."

(2) Transfers or deposits are not allowed into the subaccount investing in this
    fund, except from accounts established under the contract before May 1,
    1998. As soon as all those who have current allocations to the subaccount
    under the contract have redirected their allocations to other investment
    options, we will close the subaccount to all investments.

<PAGE>

                      Prospectus - May 1, 2000 (continued)
- --------------------------------------------------------------------------------


prospectus or passed on the accuracy or adequacy of this prospectus. Any
representation to the contrary is a criminal offense. This prospectus is valid
only when accompanied by current prospectuses of the funds and the Guaranteed
Accumulation Account. We do not intend for this prospectus to be an offer to
sell or a solicitation of an offer to buy these securities in any state that
does not permit their sale. We have not authorized anyone to provide you with
information that is different than that contained in this prospectus.


Fixed Interest Options.

> Guaranteed Accumulation Account

> Fixed Plus Account

> Fixed Account


Except as specifically mentioned, this prospectus describes only the variable
investment options. However, we describe the fixed interest options in the
appendices to this prospectus. There is also a separate prospectus for the
Guaranteed Accumulation Account.

Important Information Regarding Aetna High Yield VP and Aetna Real Estate
Securities VP Subaccounts

Subaccounts to be Closed to New Investments.

Effective July 15, 2000, the Aetna High Yield VP and Aetna Real Estate
Securities VP subaccounts will no longer be available for new investment. After
that date, the Company will only accept deposits into those subaccounts that are
made pursuant to standing customer instructions (e.g. payroll deduction
allocations, dollar cost averaging, etc.) in effect before the close of business
on July 14, 2000.

Fund Shares to be Substituted with Shares of Aetna Money Market VP.

Plan of Substitution. On or about October 1, 2000, subject to applicable
regulatory approvals and the requisite vote of shareholders of the applicable
fund, all existing balances in Aetna High Yield VP and Aetna Real Estate
Securities VP will be invested in (substituted with) shares of Aetna Money
Market VP. Contract owners or participants will not incur any fees or charges as
a result of the substitution. In addition, on and after October 1, 2000, all
investment allocations then being directed to the Aetna High Yield VP and Aetna
Real Estate Securities VP subaccounts will be redirected to the Aetna Money
Market VP subaccount. The Company believes that the substitution will not create
any tax liability for contract owners or participants.

Transfer Rights. At any time prior to the date of substitution, contract owners
or participants may transfer their accumulation values from the subaccounts
investing in substituted funds into any other investment options available under
the contract, and no transfer fees or other charges will be imposed. From and
after the

<PAGE>
                      Prospectus - May 1, 2000 (continued)
- --------------------------------------------------------------------------------


date of substitution, contract owners or participants who had values transferred
from a subaccount as a result of a substitution may transfer among any of the
remaining investment options in accordance with the terms of the contract, also
free of any transfer fees and charges.

Surrender Rights. If a contract owner or participant whose shares are
substituted elects to make a surrender under the contract (if permitted by the
plan and applicable tax law) within 30 days after the date of the substitution,
the Company will waive any early withdrawal charge on amounts transferred as a
result of the substitution. This offer to waive the early withdrawal charge will
not apply to amounts transferred after February 16, 2000 from the other
investment options to the Aetna High Yield VP or Aetna Real Estate Securities VP
subaccounts. A contract owner or participant who exercises this surrender right
may incur income tax liability and a tax penalty. See the "Taxation" section of
this prospectus for a discussion of tax consequences resulting from surrender.
Contract owners or participants should seek qualified tax advice before
exercising their surrender rights.

<PAGE>

                          TABLE OF CONTENTS




<TABLE>
- ------------------------------------------------------------------------
<S>                                                                  <C>
 Contract Overview ................................................. 5
 Questions: Contacting the Company (sidebar)
 Sending Forms and Written Requests in Good Order (sidebar)
 Who's Who
 The Contract and Your Retirement Plan
 Contract Rights
 Contract Facts
 Contract Phases: The Accumulation Phase, The Income Phase ......... 6
- ------------------------------------------------------------------------
</TABLE>



<TABLE>
<S>                                                           <C>
Fee Table ...................................................  7
Condensed Financial Information ............................. 11
Investment Options .......................................... 11
Transfers ................................................... 12
Contract Purchase and Participation ......................... 13
Contract Ownership and Rights ............................... 15
Right to Cancel ............................................. 15
Fees ........................................................ 16
Your Account Value .......................................... 20
Withdrawals ................................................. 22
Systematic Distribution Options ............................. 23
Death Benefit ............................................... 24
The Income Phase ............................................ 25
Taxation .................................................... 29
Other Topics ................................................ 33
</TABLE>


The Company -- Variable Annuity Account B -- Performance Reporting -- Voting
Rights -- Contract Distribution -- Contract Modification -- Legal Matters and
Proceedings -- Payment Delay or Suspension -- Transfer of Ownership; Assignment





<TABLE>
<S>                                                            <C>
Contents of the Statement of Additional Information ......... 37
Appendix I -- Guaranteed Accumulation Account ............... 38
Appendix II -- Fixed Account ................................ 40
Appendix III -- Fixed Plus Account .......................... 41
Appendix IV -- Fund Descriptions ............................ 43
Appendix V -- Condensed Financial Information ............... 46
</TABLE>




4
<PAGE>


Questions: Contacting the Company. Contact your local representative or write
or call our Home Office:

Aetna Financial Services
Annuity Services
151 Farmington Avenue
Hartford, CT 06156-1277
1-800-262-3862



Sending Forms and Written Requests in Good Order.
If you are writing to change your beneficiary, request a withdrawal, or for any
other purpose, contact your local representative or the Company to learn what
information is required in order for the request to be in "good order." We can
only act upon written requests that are received in good order.

Contract Overview
- --------------------------------------------------------------------------------

The following is intended as a summary. Please read each section of this
prospectus for additional information.



- --------------------------------------------------------------------------------
                                   Who's Who
- --------------------------------------------------------------------------------

You (the participant): The individual participating in a retirement plan, where
the plan uses the contract as a funding option.

Plan Sponsor: The sponsor of your retirement plan. Generally, your employer.

Contract Holder: The person or entity to whom we issue the contract. Generally,
the plan sponsor.

We (the Company): Aetna Life Insurance and Annuity Company. We issue the
contract.


For greater detail, please review "Contract Ownership and Rights" and "Contract
Purchase and Participation".


- --------------------------------------------------------------------------------
                     The Contract and Your Retirement Plan
- --------------------------------------------------------------------------------

Retirement plan (plan): A plan sponsor has established a retirement plan for
you. This contract is offered as a funding option for that plan. We are not a
party to the plan, so the terms and the conditions of the contract and the plan
may differ.


Plan Type. We refer to plans in this prospectus as 457 plans or non-457 plans.
For a description of each. See "Taxation--Your Retirement Plan".


- --------------------------------------------------------------------------------
                                Contract Rights
- --------------------------------------------------------------------------------

The contract holder holds all rights under the contract, but may permit you to
exercise those rights through the plan.


For example: The contract may permit the contract holder to select investment
options for your account dollars. The plan may permit you to exercise that
right. For greater detail. See "Contract Ownership and Rights".


- --------------------------------------------------------------------------------
                                 Contract Facts
- --------------------------------------------------------------------------------


Free Look/Right to Cancel: Contract holders may cancel the contract no later
than 10 days after they receive the contract. See "Right To Cancel".

Death Benefit: A beneficiary may receive a benefit in the event of your death
prior to the income phase. Any death benefit during the income phase will
depend upon the income phase payment option selected. See "Death Benefit" and
"The Income Phase".

Withdrawals: During the accumulation phase, the contract holder may, on your
behalf and subject to the limits in the contract, withdraw all or a part of
your account value. Certain fees and taxes may apply. See "Withdrawals" and
"Taxation".


Systematic Distribution Options: The contract holder may elect on your behalf
for you to receive regular payments from your account, while retaining the
account in the accumulation phase. See "Systematic Distribution Options".


Fees: Certain fees are deducted from your account value. See "Fee Table" and
"Fees".



                                                                             5
<PAGE>


Taxation: You will not generally pay taxes on any earnings from the annuity
contract described in this prospectus until they are withdrawn (or otherwise
made available to you or a beneficiary). Tax-qualified retirement arrangements
(e.g. 457 plans) also defer payment of taxes on earnings until they are
withdrawn (or otherwise made available to you or a beneficiary). When an annuity
contract is used to fund a tax-qualified retirement arrangement, you should know
that the annuity contract does not provide any additional tax deferral of
earnings beyond the tax deferral provided by the tax-qualified retirement
arrangement. However, annuities do provide other features and benefits which may
be valuable to you. You should discuss your alternatives with your financial
representative.

Amounts you receive as a distribution will be generally included in your gross
income and will be subject to taxation. Tax penalties may apply in some
circumstances. See "Taxation".



- --------------------------------------------------------------------------------
                                Contract Phases
- --------------------------------------------------------------------------------


                                 --------------
                                   Payments to
                                  Your Account
                                 --------------
                                     Step 1
                  ---------------------------------------------

                    Aetna Life Insurance and Annuity Company

                  ---------------------------------------------
                     (a)            Step 2          (b)
                  ---------   ---------------------------------
                                       Variable Annuity
                    Fixed                 Account B
                  Interest
                  Options        Variable Investment Options



                  ---------   ---------------------------------
                                       The Subaccounts
                              ---------------------------------
                                        |          |
                                  A     |    B     |
                                        |          |
                              ---------------------------------
                                    Step    2 (b)

                              ---------------------
                                Mutual  |  Mutual
                                Fund A  |  Fund B
                              ---------------------

I. The Accumulation Phase (accumulating retirement benefits)

STEP 1: You or the contract holder provide Aetna Life Insurance and Annuity
Company with your completed enrollment materials. The contract holder directs us
to set up an account for you.

STEP 2: The contract holder, or you if permitted by your plan, directs us to
invest your account dollars in any of the:

(a) Fixed Interest Options; and/or


(b) Variable Investment Options. (The variable investment options are the
    subaccounts of Variable Annuity Account B. Each one invests in a specific
    mutual fund.)

STEP 2(b), continued: The subaccount(s) selected purchases shares of its
corresponding fund.



II. The Income Phase The contract offers several payment options. See "The
    Income Phase". In general, you may:

> Receive income phase payments over a lifetime or for a specified period;

> Receive income phase payments monthly, quarterly, semi-annually or annually;

> Select an option that provides a death benefit to beneficiaries; or

> Select fixed income phase payments or payments that vary based on the
  performance of the variable investment options you select.



6
<PAGE>

In This Section:

> Maximum Transaction Fees


> Maximum Fees Deducted from the Subaccounts


> Fund Fees

> Examples of Fee Deductions

Also see the "Fees" section for:


> Early Withdrawal Charge Schedules;

> How, When and Why Fees are Deducted;

> Reduction, Waiver and/or Elimination of Certain Fees; and

Premium and Other Taxes.


See "The Income Phase" for:


> Fees During the income phase.


Fee Table
- --------------------------------------------------------------------------------
The tables and examples in this section show the fees your account may incur
while accumulating dollars under the contract (the Accumulation Phase). See "The
Income Phase" for fees that may apply after you begin receiving payments under
the contract. The fees shown below do not include premium taxes that may be
applicable.


Maximum Transaction Fees
Early Withdrawal Charge. (As a percentage of the amount withdrawn)


Early Withdrawal Charge Schedules
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
  Installment Purchase Payment Accounts       Single Purchase Payment Accounts
- --------------------------------------------------------------------------------
<S>                      <C>                   <C>                <C>
 Purchase Payment       Early Withdrawal     Account Years     Early Withdrawal
  Periods Completed      Charge               Completed         Charge
 ------------------     ----------------     -------------     ----------------
 Fewer than 5           5%                   Fewer than 5      5%
 5 or more but                               5 or more but
  fewer than 7          4%                    fewer than 6     4%
 7 or more but                               6 or more but
  fewer than 9          3%                    fewer than 7     3%
 9 or more but                               7 or more but
  fewer than 10         2%                    fewer than 8     2%
                                             8 or more but
 10 or more             0%                    fewer than 9     1%
                                             9 or more         0%
- --------------------------------------------------------------------------------
</TABLE>

Annual Maintenance Fee
Installment Purchase Payment Accounts.................................$20.00(1)

Single Purchase Payment Accounts.......................................$0.00


Maximum Fees Deducted From the Subaccounts

(Daily deductions equal to the given percentage on an annual basis)

Mortality and Expense Risk Charge......................................1.25%(1)

Administrative Expense Charge..........................................0.25%(2)
                                                                       -------

Total Separate Account Expenses........................................1.50%
                                                                       =======
- -------------------------


(1) These charges may be waived, reduced or eliminated in certain circumstances.
    See "Fees".

(2) We only impose this charge under some contracts. See "Fees".


                                                                               7
<PAGE>


Fees Deducted by the Funds [to be updated by amendment]

Using this Information. The following table shows the investment advisory fees
and other expenses charged annually by each fund. Fund fees are one factor that
impacts the value of a fund share. To learn about additional factors, refer to
the fund prospectus.


How Fees are Deducted. Fund fees are not deducted from account values. Instead,
fees are deducted from the value of fund shares on a daily basis, which in turn
will affect the value of each subaccount on a daily basis. Except as noted
below, the following figures are a percentage of the average net assets of each
fund, and are based on figures for the year ended December 31, 1999.



                               Fund Expense Table


<TABLE>
<CAPTION>
                                                                               Total Fund                      Net Fund
                                                                                 Annual                         Annual
                                                                                Expenses                       Expenses
                                                   Investment                    Without         Total          After
                                                    Advisory        Other      Waivers or     Waivers and     Waivers or
                   Fund Name                         Fees(1)      Expenses     Reductions      Reductions     Reductions
                   ---------                      ------------   ----------   ------------   -------------   -----------
<S>                                                     <C>           <C>           <C>             <C>            <C>
Aetna Ascent VP(2)(3)                                   %             %             %               %              %
Aetna Balanced VP, Inc.(3)                              %             %             %                              %
Aetna Bond VP(3)                                        %             %             %                              %
Aetna Crossroads VP(2)(3)                               %             %             %               %              %
Aetna Growth VP(2)(3)                                   %             %             %               %              %
Aetna Growth and Income VP(3)                           %             %             %                              %
Aetna High Yield VP(2)(3)                               %             %             %               %              %
Aetna Index Plus Large Cap VP(2)(3)                     %             %             %               %              %
Aetna Index Plus Mid Cap VP(2)(3)                       %             %             %               %              %
Aetna Index Plus Small Cap VP(2)(3)                     %             %             %               %              %
Aetna International VP(2)(3)                            %             %             %               %              %
Aetna Legacy VP(2)(3)                                   %             %             %               %              %
Aetna Money Market VP(3)                                %             %             %                              %
Aetna Real Estate Securities VP(2)(3)                   %             %             %               %              %
Aetna Small Company VP(2)(3)                            %             %             %               %              %
Aetna Technology VP                                     %             %             %               %              %
Aetna Value Opportunity VP(2)(3)                        %             %             %               %              %
AIM V.I. Capital Appreciation Fund(4)                   %             %             %                              %
AIM V.I. Growth Fund(4)                                 %             %             %                              %
AIM V.I. Growth and Income Fund(4)                      %             %             %                              %
AIM V.I. Value Fund(4)                                  %             %             %                              %
Calvert Social Balanced Portfolio(5)                    %             %             %               %              %
Fidelity VIP Equity-Income Portfolio(6)                 %             %             %               %              %
Fidelity VIP Growth Portfolio(6)                        %             %             %               %              %
Fidelity VIP Overseas Portfolio(6)                      %             %             %               %              %
Fidelity VIP II Contrafund Portfolio(6)                 %             %             %               %              %
Janus Aspen Aggressive Growth Portfolio(7)              %             %             %               %              %
Janus Aspen Balanced Portfolio(7)                       %             %             %               %              %
Janus Aspen Flexible Income Portfolio(7)                %             %             %               %              %
Janus Aspen Growth Portfolio(7)                         %             %             %               %              %
Janus Aspen Worldwide Growth Portfolio(7)               %             %             %               %              %
Lexington Natural Resources Trust(8)                    %             %             %               %              %
Oppenheimer Global Securities Fund/VA(4)                %             %             %                              %
Oppenheimer Strategic Bond Fund/VA(4)                   %             %             %                              %
PPI MFS Capital Opportunities Portfolio(9)              %             %             %                              %
PPI MFS Emerging Equities Portfolio(9)                  %             %             %               %              %
PPI MFS Research Growth Portfolio(9)                    %             %             %                              %
PPI Scudder International Growth Portfolio(9)           %             %             %                              %
PPI T. Rowe Price Growth Equity Portfolio(9)            %             %             %                              %
</TABLE>



Footnotes to the "Fund Expense Table" [updated footnotes will be filed by
amendment]


(1)   Certain of the 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 generally
      paid out of the management fees and are


8
<PAGE>


      not charged to investors. For the AIM Funds, the reimbursements may be
      paid out of fund assets in an amount up to   % annually. Any such
      reimbursements may be paid from the AIM Funds' assets are included in the
      "Other Expenses" column.



(2)   The investment adviser is contractually obligated through December 31,
      1999 to waive all or a portion of its investment advisory fee and/or its
      administrative services fee and/or to reimburse a portion of other
      expenses in order to ensure that the portfolio's Total Fund Annual
      Expenses do not exceed the percentage reflected under Net Fund Annual
      Expenses After Waivers or Reductions.

(3)   The portfolio's investment adviser provides administrative services but
      does not assume all of the portfolio's ordinary recurring direct costs
      under an administrative services agreement. The administrative fee is
          % on the first $5 billion in assets and     % on all assets over $5
      billion.


(4)   Fee waiver/expense reimbursement obligations do not apply to these
      portfolios.


(5)   The figures above are based on expenses for fiscal year 1999, and have
      been restated to reflect the elimination of a performance adjustment. The
      restatement includes the addition of   % to the portfolio management fee.
      Other Expenses reflect an indirect fee of   % relating to an expense
      offset arrangement with the portfolio's custodian. Amount shown under
      Total Waivers and Reductions does not reflect a voluntary reduction of
      fees paid indirectly. If this voluntary reduction of fees paid indirectly
      was reflected, the amount shown under Net Fund Annual Expenses After
      Waivers and Reductions would be 0.86%.

(6)   A portion of the brokerage commissions that certain funds pay was used to
      reduce fund expenses. In addition, certain funds, or the investment
      adviser on behalf of certain funds, have entered into arrangements with
      their custodian whereby credits realized as a result of uninvested cash
      balances were used to reduce custodian expenses. These credits are not
      included under Total Waivers and Reductions. If these credits had been
      included, the amounts shown under Net Fund Annual Expenses After Waivers
      and Reductions would be as follows: Fidelity VIP Equity-Income Portfolio-
         %; Fidelity VIP Growth Portfolio-    %; Fidelity VIP Overseas
      Portfolio-    %; Fidelity VIP II Contrafund Portfolio-    %.


(7)   All expenses are stated both with and without contractual waivers and fee
      reductions by Janus Capital. Fee reductions for the Aggressive Growth,
      Balanced, Growth and Worldwide Growth Portfolios reduce the Management fee
      to the level of the corresponding Janus retail fund. Other waivers, if
      applicable, are first applied against the Management Fee and then against
      Other Expenses. Janus Capital has agreed to continue the other waivers and
      fee reduction until at least the next annual renewal of the advisory
      agreement.


(8)   For 2000, the fund's investment adviser voluntarily agreed to limit the
      total expenses of the fund (excluding interest, taxes, brokerage
      commissions, and extraordinary expense, but including management fees and
      operating expenses) to an annual rate of    % of the fund's average daily
      net assets. This voluntary agreement will remain in effect through
      December 31, 2000.

(9)   The investment adviser has agreed to reimburse the portfolios for expenses
      and/or waive its fees, so that, through at least April 30, 2000, the
      aggregate of each portfolio's expenses will not exceed the combined
      investment advisory fees and other expenses shown under the Net Fund
      Annual Expenses After Waivers or Reductions column above. For the
      Portfolio Partners MFS Emerging Equities Portfolio, the Total Fund Annual
      Expenses Without Waivers or Reductions for 1999 were less than the
      percentage reflected under the Net Fund Annual Expenses After Waivers or
      Reductions column. Nevertheless, the investment adviser will waive fees
      and/or reimburse expenses if that portfolio's Total Fund Annual Expenses
      Without Waivers or Reductions for 2000 exceed the percentage reflected
      under the Net Fund Annual Expenses After Waivers or Reductions column.



                                                                               9
<PAGE>


Hypothetical Examples [will be updated by amendment]
Account Fees Incurred Over Time. The following hypothetical examples show the
fees paid over time if $1000 is invested in a subaccount, assuming a 5% annual
return on the investment. For the purpose of these examples, we deducted the
maximum allowed under the Contract for the following fees: mortality and expense
risk charge of 1.25% annually, an administrative expense charge of 0.25%
annually and maintenance fee of $20 (converted to a percentage of assets equal
to 0.007%.) The total annual Fund expenses used are those shown in the column
"Total Annual Expenses without Waivers or Reductions" in the Fund Expense Table.



- ---------------------------------------------
>  These examples are purely hypothetical.
>  They should not be considered a
   representation of past or future fees or
   expected returns.
>  Actual fees and/or returns may be more or
   less than those shown in these examples.
- ---------------------------------------------



<TABLE>
<CAPTION>
                                                             EXAMPLE A                              EXAMPLE B
                                              ---------------------------------------   --------------------------------------
                                              If you withdraw your entire account       If you leave your entire account
                                              value at the end of the periods shown,    value invested or if you select an
                                              you would pay the following fees,         income phase payment option at the
                                              including any applicable Early            end of the periods shown, you would
                                              Withdrawal Charge assessed:*              pay the following fees (no Early
                                                                                        Withdrawal Charge is reflected):**
                                              1 Year   3 Years   5 Years   10 Years     1 Year   3 Years   5 Years   10 Years
                                              -------- --------- --------- ----------   -------- --------- --------- ---------
<S>                                             <C>      <C>       <C>       <C>          <C>      <C>       <C>       <C>
Aetna Ascent VP                                 $        $         $         $            $        $         $         $
Aetna Balanced VP, Inc.                         $        $         $         $            $        $         $         $
Aetna Bond VP                                   $        $         $         $            $        $         $         $
Aetna Crossroads VP                             $        $         $         $            $        $         $         $
Aetna Growth VP                                 $        $         $         $            $        $         $         $
Aetna Growth and Income VP                      $        $         $         $            $        $         $         $
Aetna High Yield VP                             $        $         $         $            $        $         $         $
Aetna Index Plus Large Cap VP                   $        $         $         $            $        $         $         $
Aetna Index Plus Mid Cap VP                     $        $         $         $            $        $         $         $
Aetna Index Plus Small Cap VP                   $        $         $         $            $        $         $         $
Aetna International VP                          $        $         $         $            $        $         $         $
Aetna Legacy VP                                 $        $         $         $            $        $         $         $
Aetna Money Market VP                           $        $         $         $            $        $         $         $
Aetna Real Estate Securities VP                 $        $         $         $            $        $         $         $
Aetna Small Company VP                          $        $         $         $            $        $         $         $
Aetna Technology VP                             $        $         $         $            $        $         $         $
Aetna Value Opportunity VP                      $        $         $         $            $        $         $         $
AIM V.I. Capital Appreciation Fund              $        $         $         $            $        $         $         $
AIM V.I. Growth Fund                            $        $         $         $            $        $         $         $
AIM V.I. Growth and Income Fund                 $        $         $         $            $        $         $         $
AIM V.I. Value Fund                             $        $         $         $            $        $         $         $
Calvert Social Balanced Portfolio               $        $         $         $            $        $         $         $
Fidelity VIP Equity-Income Portfolio            $        $         $         $            $        $         $         $
Fidelity VIP Growth Portfolio                   $        $         $         $            $        $         $         $
Fidelity VIP Overseas Portfolio                 $        $         $         $            $        $         $         $
Fidelity VIP II Contrafund Portfolio            $        $         $         $            $        $         $         $
Janus Aspen Aggressive Growth Portfolio         $        $         $         $            $        $         $         $
Janus Aspen Balanced Portfolio                  $        $         $         $            $        $         $         $
Janus Aspen Flexible Income Portfolio           $        $         $         $            $        $         $         $
Janus Aspen Growth Portfolio                    $        $         $         $            $        $         $         $
Janus Aspen Worldwide Growth Portfolio          $        $         $         $            $        $         $         $
Lexington Natural Resources Trust               $        $         $         $            $        $         $         $
Oppenheimer Global Securities Fund/VA           $        $         $         $            $        $         $         $
Oppenheimer Strategic Bond Fund/VA              $        $         $         $            $        $         $         $
PPI MFS Capital Opportunities Portfolio         $        $         $         $            $        $         $         $
PPI MFS Emerging Equities Portfolio             $        $         $         $            $        $         $         $
PPI MFS Research Growth Portfolio               $        $         $         $            $        $         $         $
PPI T. Rowe Price Growth Equity Portfolio       $        $         $         $            $        $         $         $
PPI Scudder International Growth Portfolio      $        $         $         $            $        $         $         $
</TABLE>


- -----------------
 *This example reflects deduction of an early withdrawal charge calculated
  using the schedule applicable to Installment Purchase Payment Accounts. Under
  that schedule, if only one $1,000 payment was made as described above, fewer
  than 5 purchase payment periods would have been completed at the end of years
  1, 3 and 5, and the 5% charge would apply. At the end of the tenth account
  year, the early withdrawal charge is waived regardless of the number of
  purchase payment periods completed, and no early withdrawal charge would
  apply.

**This example does not apply if during the income phase, a nonlifetime payment
  option with variable payments is selected and a lump-sum withdrawal is
  requested within 3 years after payments start. In this case, the lump-sum
  payment is treated as a withdrawal during the accumulation phase and may be
  subject to an early withdrawal charge as shown in Example A.



10
<PAGE>

Condensed Financial Information
- --------------------------------------------------------------------------------

Understanding Condensed Financial Information. In Appendix V, we provide
condensed financial information about the Variable Annuity Account B (the
separate account) subaccounts available under the contracts. The tables show the
value of the subaccounts over the past 10 years. For subaccounts that were not
available 10 years ago, we give a history from the date of first availability.




Investment Options
- --------------------------------------------------------------------------------
The contract offers variable investment options and fixed interest options. When
we establish your account(s), the contract holder, or you if permitted by the
plan, instructs us to direct account dollars to any of the available options.


Variable Investment Options. These options are called subaccounts. The
subaccounts are within Variable Annuity Account B (the separate account), a
separate account of the Company. Earnings on amounts invested in a subaccount
will vary depending upon the performance and fees of its underlying fund. You do
not invest directly in or hold shares of the funds.

> Fund Descriptions. We provide brief descriptions of the funds in Appendix IV.
  Please refer to the fund prospectuses for additional information. Fund
  prospectuses may be obtained, free of charge, from our Home Office at the
  address and telephone number listed in "Contract Overview", by accessing the
  SEC's web site or by contacting the SEC's Public Reference Room.



Fixed Interest Options. For descriptions of the fixed interest options, see
Appendices I, II, and III and the Guaranteed Accumulation Account prospectus.

- --------------------------------------------------------------------------------
Selecting Investment Options

o Choose options appropriate for you. Your Aetna representative can help you
  evaluate which subaccounts or fixed interest options may be appropriate for
  your financial goals.
o Understand the risks associated with the options you choose. Some subaccounts
  invest in funds that are considered riskier than others. Funds with additional
  risks are expected to have a value that rises and falls more rapidly and to a
  greater degree than other funds. For example: funds investing in foreign or
  international securities are subject to additional risks not associated with
  domestic investments, and their performance may vary accordingly. Also, funds
  using derivatives in their investment strategy may be subject to additional
  risks.

o Be informed. Read this prospectus, the fund prospectus, fixed interest option
  appendices and the Guaranteed Accumulation Account prospectus.
- --------------------------------------------------------------------------------


Limits on Option Availability. Some subaccounts and fixed interest options may
not be available through certain contracts and plans or in some states. We may
add, withdraw or substitute investment options, subject to the conditions in the
contract and regulatory requirements.



Limits on Number of Options Selected. No more than 18 investment options may be
selected for your account at any one time. Each subaccount, the Fixed


                                                                              11
<PAGE>

Account, the Fixed Plus Account and each classification of the Guaranteed
Accumulation Account selected counts as one option.



Limits Imposed by the Underlying Fund. Orders for the purchase of fund shares
may be subject to acceptance by the fund. We reserve the right to reject,
without prior notice, any allocation of a purchase payment to a subaccount if
the subaccount's investment in the corresponding fund is not accepted by the
fund for any reason.



Additional Risks of Investing in the Funds. (Mixed and Shared Funding)

"Shared funding" occurs when shares of a fund, which the subaccounts buy for
variable annuity contracts, are also bought by other insurance companies for
their variable annuity contracts.

"Mixed funding" occurs when shares of a fund, which the subaccounts buy for
variable annuity contracts, is bought for variable life insurance contracts
issued by us or other insurance companies.

> Shared--bought by more than one company

> Mixed--bought for annuities and life insurance

It is possible that a conflict of interest may arise due to mixed and/or shared
funding, that could adversely impact the value of a fund. For example, if a
conflict of interest occurred and one of the subaccounts withdrew its investment
in a fund, the fund may be forced to sell its securities at disadvantageous
prices, causing its share value to decrease. Each fund's board of directors or
trustees will monitor events to identify any conflicts which might arise and to
determine what action, if any, should be taken to address such conflicts.




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

Transfers Among Investment Options. During the accumulation phase, and under
some contracts the income phase, the contract holder, or you if permitted by the
plan, may transfer amounts of $500 or more among investment options. Subject to
the contract holder's approval, you may make a request in writing, by telephone
or, where applicable, electronically. Transfers must be made in accordance with
the terms of the contract and your plan. Transfers from fixed interest options
are restricted as outlined in Appendices I, II and III. You may not make
transfers once you enter the income phase. See "The Income Phase".



Value of Transferred Dollars. The value of amounts transferred into or out of
the funds will be based on the subaccount unit values next determined after we
receive your transfer request in good order at our Home Office, or if you are
participating in the dollar cost averaging program, after your scheduled
transfer.


Telephone and Electronic Transfers: Security Measures. To prevent fraudulent
use of telephone or electronic transactions (including, but not limited to,
internet transactions), we have established security procedures. These include
recording calls on our toll-free telephone lines and requiring use of a
personal identification number (PIN) to execute transactions. You are
responsible for



12
<PAGE>


keeping your PIN and account information confidential. If we fail to follow
reasonable security procedures, we may be liable for losses due to unauthorized
or fraudulent telephone or other electronic transactions. We are not liable for
losses resulting from following telephone or electronic instructions we believe
to be genuine. If a loss occurs when we rely on such instructions, you will bear
the loss.



Limits on Frequent Transfers. The contracts are not designed to serve as
vehicles for frequent trading in response to short-term fluctuations in the
market. Such frequent trading can disrupt management of a fund and raise its
expenses. This in turn can have an adverse effect on fund performance.
Accordingly, organizations or individuals that use market-timing investment
strategies and make frequent transfers should not purchase the contracts.

We reserve the right to restrict, in our sole discretion and without prior
notice, transfers initiated by a market-timing organization or individual or
other party authorized to give transfer instructions on behalf of multiple
contract holders or participants. Such restrictions could include: (1) not
accepting transfer instructions from an agent acting on behalf of more than one
contract holder or participant; and (2) not accepting preauthorized transfer
forms from market timers or other entities acting on behalf of more than one
contract holder or participant at a time.

We further reserve the right to impose, without prior notice, restrictions on
any transfers that we determine, in our sole discretion, will disadvantage or
potentially hurt the rights or interests of other contract holders or
participants.


The Dollar Cost Averaging Program. If available under your plan, you may
participate in our dollar cost averaging program. There is no additional charge
for this service. Dollar cost averaging is a system for investing that buys
fixed dollar amounts of an investment at regular intervals, regardless of price.
Our program transfers, at regular intervals, a fixed dollar amount to one or
more subaccounts that you select. Dollar cost averaging is not permitted into
the Lexington Natural Resources Trust subaccount. Dollar cost averaging neither
ensures a profit nor guarantees against loss in a declining market. You should
consider your financial ability to continue purchases through periods of low
price levels. For additional information about this program, contact your local
representative or call the Company at the number listed in "Contract
Overview--Questions."




Contract Purchase and Participation
- --------------------------------------------------------------------------------
Contracts Available for Purchase. The contracts are designed for deferred
compensation plans sponsored by an employer for its employees and/or
independent contractors. The plans may be sponsored by:

(1) Non-governmental tax-exempt organizations for deferrals that are subject to
    Code Section 457 (457 Plans)
(2) Tax-exempt organizations for deferrals not subject to Code Section 457
(3) Taxable organizations

The types of plans described in (2) and (3) above are referred to as non-457
plans.


                                                                              13
<PAGE>


Purchasing the Contract.

(1) The contract holder submits the required forms and application to the
    Company.
(2) We approve the forms and issue a contract to the contract holder.


Participating in the Contract. To participate in the contract, complete an
enrollment form and submit it to us. If your enrollment is accepted, we
establish an account for you under the contract.

Acceptance or Rejection. We must accept or reject an application or your
enrollment materials within two business days of receipt. If the forms are
incomplete, we may hold any forms and accompanying purchase payments for five
business days, unless you consent to our holding them longer. Under limited
circumstances, we may also agree, for a particular plan, to hold purchase
payments for longer periods with the permission of the contract holder. If we
agree to do this, we will deposit the payments in the Aetna Money Market VP
subaccount until the forms are completed (or for a maximum of 105 days). If we
reject the application or enrollment, we will return the forms and any payments.


Methods of Purchase Payment. The following purchase payment methods are
available:

> Continuous payments over time into an installment purchase payment account.

Payments to an installment purchase payment account must be at least $100 per
month ($1,200 annually). No payment may be less than $25.

> Lump-sum transfer from a previous plan into a single purchase payment account,
  in accordance with our procedures in effect at the time of purchase.

If you participate in a 457 plan, the Tax Code places limits on how much of your
compensation may be deferred annually. See "Taxation" for further information.


Allocation of Purchase Payments. The contract holder or you, if the contract
holder permits, directs us to allocate initial contributions to the investment
options available under the plan. Generally you will specify this information on
your enrollment materials. After your enrollment, changes to allocations for
future purchase payments or transfer of existing balances among investment
options may be requested in writing and, where available, by telephone or
electronically.

Allocations must be in whole percentages and there may be limitations on the
number of investment options that can be selected at any one time. See
"Investment Options" and "Transfers".


Transfer Credits. The Company may provide a transfer credit on transferred
assets, subject to certain conditions and state approvals. Transferred assets
are the value of contributions made on your behalf under the plan or a prior
plan before such amounts are applied to the contract. The transfer credit equals
a percentage of the transferred assets remaining in the contract after a
specified period of time. Once a transfer credit is applied to the contract, it
will not be recaptured by the Company; however, all applicable provisions and
limitations of the contract will apply to those amounts. This benefit is
provided on a nondiscriminatory basis. If a transfer credit is due under the
contract, you will be provided with additional information specific to the
contract.


Tax Code Restrictions.  The Tax Code places some limitations on contributions
to your account. See "Taxation".



14
<PAGE>

Contract Ownership and Rights
- --------------------------------------------------------------------------------

Who owns the Contract? The contract holder. This is the person or entity to whom
we issue the contract.


Who Owns Money Accumulated under the Contract? All dollars accumulated under the
contracts, including contributions attributable to deferred compensation, are
part of your employer's general assets and subject to the claims of its general
creditors. The plan exclusively governs what benefits are available to you and
those benefits are provided from your employer's general assets.


What Rights Do I Have under The Contract? The contract holder, usually your
employer, holds all rights under the contract. The contract holder's plan, which
you participate in, may permit you to exercise some of those rights.




Right to Cancel
- --------------------------------------------------------------------------------
When and How to Cancel. The contract holder may cancel the contract within ten
days after receiving it (or as otherwise allowed by state law) by returning it
to the Company along with a written notice of cancellation.


Refunds to Contract Holders. We will produce a refund to the contract holder not
later than seven days after we receive the contract and the written notice of
cancellation at our Home Office. The refund will equal the dollars contributed
to the contract plus any earnings or less any losses attributable to those
contributions allocated to the variable investment options, unless otherwise
required by law.


                                                                              15
<PAGE>


Types of Fees.

There are three types of fees your account may incur:

> Transaction Fees
  o Early Withdrawal Charge
  o Annual Maintenance Fee

> Fees Deducted from the Subaccounts
  o Mortality and Expense Risk Charge
  o Administrative Expense Charge

> Fees Deducted by the Funds
  o Investment Advisory Fees
  o Other Expenses


Terms to Understand
in Schedules

> Account Year--a 12-month period measured from the date we establish your
account, or measured from any anniversary of that date.


> Purchase Payment Period (for installment purchase payments)--the period of
time it takes to complete the number of installment payments expected to be made
to your account over a year. For example, if your payment frequency is monthly,
a payment period is completed after 12 purchase payments are made. If only 11
purchase payments are made, the payment period is not completed until the
twelfth purchase payment is made. At any given time, the number of payment
periods completed cannot exceed the number of account years completed,
regardless of the number of payments made.


Fees
- --------------------------------------------------------------------------------

The following repeats and adds to information provided in the "Fee Table"
section. Please review both this section and the Fee Table for information on
fees.



I. Transaction Fees


Early Withdrawal Charge
Withdrawals of all or a portion of your account value may be subject to a
charge.


Purpose. This is a deferred sales charge. It reimburses us for some of the sales
and administrative expenses associated with the contract. Our remaining sales
and administrative expenses will be covered by our general assets which are
attributable in part to the mortality and expense risk charge described in this
section.

Amount. This charge is a percentage of the amount withdrawn. The percentage is
determined by the early withdrawal charge schedule that applies to your account.
It will never be more than 8.5% of your total purchase payments to your account.



Early Withdrawal Charge Schedules
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
  Installment Purchase Payment Accounts       Single Purchase Payment Accounts
- --------------------------------------------------------------------------------
<S>                     <C>                  <C>               <C>
 Purchase Payment       Early Withdrawal     Account Years     Early Withdrawal
  Periods Completed      Charge               Completed         Charge
- ---------------------   ------------------   ---------------   -----------------
 Fewer than 5           5%                   Fewer than 5      5%
 5 or more but                               5 or more but
  fewer than 7          4%                    fewer than 6     4%
 7 or more but                               6 or more but
  fewer than 9          3%                    fewer than 7     3%
 9 or more but                               7 or more but
  fewer than 10         2%                    fewer than 8     2%
                                             8 or more but
 10 or more             0%                    fewer than 9     1%
                                             9 or more         0%
- --------------------------------------------------------------------------------
</TABLE>


Waiver. The early withdrawal charge is waived for portions of a withdrawal that
are:

> Used to provide payments to you during the income phase;

> Paid because of your death before income phase payments begin;

> Paid where your account value is $3,500 or less (or, if applicable, as
 otherwise allowed by the plan for lump-sum cashout without participant's
 consent) and no part of the account has been taken as a withdrawal or used to
 provide income phase payments within the prior 12 months (If the contract
 holder makes a full withdrawal from more than one of the accounts on your
 behalf, the value of those accounts will be added together to be eligible for
 the $3,500 exemption. This option is not available for contracts where we do
 not maintain participant accounts or for withdrawals of all accounts under one
 contract);

> Taken because of the election of a systematic distribution option, See
  "Systematic Distribution Options";

> Taken when you are 59-1/2 or older, have an installment purchase payment
  account and have completed at least nine purchase payment periods;

>Taken on or after the tenth anniversary of the effective date of the account or
 plan account;



 16
<PAGE>


> For 457 plans only, withdrawn due to a hardship resulting from an unforseeable
  emergency, or


> For contracts issued in connection with retirement programs for select
  management and highly compensated healthcare employees in plans formerly
  carried under certain hospital association endorsements, withdrawn due to your
  separation from service with your current employer.

Reduction, Waiver or Elimination. In addition to the specific waivers described
above, we may reduce, waive or eliminate the early withdrawal charge for a
particular plan. Any such reduction will reflect the differences we expect in
distribution costs or services meant to be defrayed by this charge. Factors we
consider for a reduction include, but are not limited to, the following:


> The number of participants under the plan;

> The expected level of assets or cash flow under the plan;

> Our agent's involvement in sales activities;

> Our sales-related expenses;

> Distribution provisions under the plan;

> The plan's purchase of one or more other variable annuity contracts from us
  and the features of those contracts;

> The level of employer involvement in determining eligibility for distributions
  under the contract; and

> Our assessment of financial risk to the Company relating to withdrawals.


We will not reduce the early withdrawal charge in a manner that is unfairly
discriminatory against any person.

We may also apply different early withdrawal charge provisions in contracts
issued to certain employer groups or associations which have negotiated the
contract terms on behalf of their employees. We will offer any resulting early
withdrawal charge uniformly to all employees in the group.


Maintenance Fee
Maximum Amount. $20.00 (This fee only applies to installment purchase payment
accounts.)

When/How. For those plans that have a maintenance fee, each year during the
accumulation phase we deduct this fee from your account value. We deduct it on
your account anniversary and, in some cases, at the time of full withdrawal. It
is deducted on a pro rata basis from your account value invested in the
subaccounts and the fixed interest options.


Purpose. This fee helps defray the administrative expenses we incur in
establishing and maintaining your account.


Reduction, Waiver or Elimination. When the plan meets certain criteria, we may
reduce, waive or eliminate the maintenance fee. Factors we consider reflect
differences in our level of administrative costs and services, such as:


> The size, type and nature of the group for which a contract is issued;

> The anticipated level of administrative expenses such as billing for payments,
  producing periodic reports, providing for the direct payment of account
  charges rather than having them deducted from account values, and any other
  factors pertaining to the level and expense of administrative services we will
  provide; and



                                                                              17
<PAGE>


> The number of eligible participants and the program's participation rate.


We will not unfairly discriminate against any person if we reduce or eliminate
the maintenance fee. We will make any reduction or elimination of this fee
according to our own rules in effect at the time an application for a contract
is approved. We reserve the right to change these rules from time to time.



II. Fees Deducted from the Subaccounts



Mortality and Expense Risk Charge
Maximum Amount. 1.25% annually of your account value invested in the
subaccount.


When/How. This fee is deducted daily from the subaccount. We do not deduct this
from any fixed interest option. This fee may be assessed during the accumulation
phase and/or the income phase. If we are imposing this fee under the contract
issued in connection with your plan when you enter the income phase, the fee
will apply to you during the entire income phase.

Purpose. This fee compensates us for the mortality and expense risks we assume
under the contracts.

> The mortality risks are those risks associated with our promise to make
  lifetime income phase payments based on annuity rates specified in the
  contracts and our funding of the death benefit and other payments we make to
  owners or beneficiaries of the accounts.


> The expense risk is the risk that the actual expenses we incur under the
  contracts will exceed the maximum costs that we can charge.

If the amount we deduct for this fee is not enough to cover our mortality costs
and expenses under the contracts, we will bear the loss. We may use any excess
to recover distribution costs relating to the contract and as a source of
profit. We expect to make a profit from this fee.


Reduction. We may reduce the mortality and expense risk charge from the maximum
when the plan meets certain criteria and we agree to the reduction with the
contract holder in writing. Some contracts have a reduced mortality and expense
risk charge only during the accumulation phase of the account which then
increases during the income phase (but not beyond the maximum amount). Any
reduction will reflect differences in expenses for administration based on such
factors as:

> The plan design (for example, the plan may favor stability of invested assets
  and limit the conditions for withdrawals and available investment options,
  which in turn lowers administrative expenses);

> The size of the prospective group, projected annual number of eligible
  participants and the program's participation rate, or the number of
  participants estimated to choose the contract;

> The frequency, consistency and method of submitting payments;

> The method and extent of onsite services we provide and the contract holder's
  involvement in services such as enrollment and ongoing participant services;

> The contract holder's support and involvement in the communication,
  enrollment, participant education and other administrative services;

> The projected frequency of distributions; and


 18
<PAGE>

> The type and level of other factors that affect the overall administrative
  expense.

We will determine any reduction of mortality and expense risk on a basis that is
not unfairly discriminatory according to our rules in effect at the time a
contract application is approved. We reserve the right to change these rules
from time to time.


Administrative Expense Charge

Maximum Amount. 0.25% annually of your account value invested in the
subaccount.



When/How. For all participants who became covered under a contract on or before
November 5, 1984, we reserve the right to charge an administrative expense fee
of up to 0.25% annually. This fee may be assessed during the accumulation phase
and/or the income phase. If we are imposing this fee under the contract issued
in connection with your plan when you enter the income phase, the fee will apply
to you during the entire income phase.


> We do not currently impose this charge under any contracts issued in
  connection with retirement programs for select management and highly
  compensated healthcare employees in plans formerly carried under certain
  hospital association endorsements.

> For contracts not in the above category, beginning on April 4, 1997 we began
  to deduct this charge during the accumulation phase only for contracts
  effective before October 31, 1996 where the number of participants was less
  than 30 as of November 30, 1996 and the contract holder had chosen not to
  elect one of the Company's electronic standards for cash collection and
  application of participant contribution data. However, we do not impose the
  administrative expense charge for participants under those contracts who
  enrolled in a group contract or became covered under an individual contract
  before November 5, 1984.

> We do not currently deduct an administrative expense charge during the
  accumulation phase for any contracts other than those described above.

> We do not currently deduct an administrative expense charge during the income
  phase for any contracts.

Purpose. This fee helps defray our administrative expenses that cannot be
covered by the mortality and expense risk charge described above. The fee is not
intended to exceed the average expected cost of administering the contracts. We
do not expect to make a profit from this fee.



III. Fund Expenses

Maximum Amount. Each fund determines its own advisory fees and expenses. For a
list of fund fees see "Fee Table." The fees are described in more detail in
each fund prospectus.


When/How. Fund fees are not deducted from your account. Fund advisory fees and
expenses are reflected in the daily value of the fund shares, which will in turn
affect the daily value of each subaccount.


Purpose. These amounts help to pay the funds' investment advisor and operating
expenses.



                                                                              19
<PAGE>

Premium and Other Taxes

Maximum Amount. Some states and municipalities charge a premium tax on
annuities. These taxes currently range from 0% to 4%, depending upon the
jurisdiction.


When/How. We reserve the right to deduct premium taxes from your account value
or from purchase payments to your account at any time, but not before there is a
tax liability under state law. Our current practice is to deduct premium taxes
at the time of a full withdrawal or the commencement of income phase payments.
We will not deduct any municipal premium tax of 1% or less, but we reserve the
right to reflect such an expense in our annuity purchase rates.

In addition, the Company reserves the right to assess a charge for any federal
taxes due against the separate account. See "Taxation."





Your Account Value
- --------------------------------------------------------------------------------
During the accumulation phase, your account value at any given time equals:

> Account dollars directed to the fixed interest options, including interest
  earnings to date;

> Less any deductions from the fixed interest options (e.g. withdrawals, fees);
  and


> Plus the current dollar value of amounts invested in the subaccounts.


Subaccount Accumulation Units. When a fund is selected as an investment option,
your account dollars invest in "accumulation units" of the Variable Annuity
Account B subaccount corresponding to that fund. The subaccount invests directly
in the fund shares. The value of your interests in a subaccount is expressed as
the number of accumulation units you hold multiplied by an "Accumulation Unit
Value," as described below, for each unit.


Accumulation Unit Value (AUV). The value of each accumulation unit in a
subaccount is called the accumulation unit value or AUV. The value of
accumulation units vary daily in relation to the underlying fund's investment
performance. The value also reflects deductions for fund fees and expenses, the
mortality and expense risk charge, and the administrative charge (if any). We
discuss these deductions in more detail in "Fee Table" and "Fees."


Valuation. We determine the AUV every business day after the close of the New
York Stock Exchange. At that time, we calculate the current AUV by multiplying
the AUV last calculated by the "net investment factor" of the subaccount. The
net investment factor measures the investment performance of the subaccount from
one valuation to the next.

Current AUV = Prior AUV x Net Investment Factor


Net Investment Factor. The net investment factor for a subaccount between two
consecutive valuations, equals the sum of 1.0000 plus the net investment rate.


Net Investment Rate. The net investment rate is computed according to a formula
that is equivalent to the following:


 20
<PAGE>

> The net assets of the fund held by the subaccount as of the current valuation,
  minus;

> The net assets of the fund held by the subaccount at the preceding valuation,
  plus or minus;

> Taxes or provisions for taxes, if any, due to subaccount operations (with any
  federal income tax liability offset by foreign tax credits to the extent
  allowed);

> Divided by the total value of the subaccount units at the preceding valuation;



> Less a daily deduction for the mortality and expense risk charge and the
  administrative expense charge, if any, and any other fees deducted from
  investments in the separate account. See "Fees."


The net investment rate may be either positive or negative.


Hypothetical Illustration. As a hypothetical illustration, assume that an
investor contributes $5,000 to his account and directs us to invest $3,000 in
Fund A and $2,000 in Fund B. After receiving the contribution and following the
next close of business of the New York Stock Exchange, the applicable AUV's are
$10 for Subaccount A, and $25 for Subaccount B. The investor's account is
credited with 300 accumulation units of Subaccount A and 80 accumulation units
of Subaccount B.


        ---------------------------
            $5,000 contribution
        ---------------------------

                Step 1
- --------------------------------------------

  Aetna Life Insurance and Annuity Company

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


                Step 2

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

         Variable Annuity Account B

 ------------------------------------------
  Subaccount A  | Subaccount B    |  Etc.
  300           | 80              |
  accumulation  | accumulation    |
  units         | units           |
                |                 |
                |                 |
                |                 |
                |                 |
                |                 |
                |                 |
 ------------------------------------------

                Step 3

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


    Fund A         Fund B


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

Step 1: An Investor contributes $5000


Step 2:

A. He directs us to invest $3,000 in Fund A. His dollars purchase 300
   accumulation units of Subaccount A ($3,000 divided by the current $10 AUV).

B. He directs us to invest $2,000 in Fund B. His dollars purchase 80
   accumulation units of Subaccount B ($2,000 divided by the current $25 AUV).


Step 3: The separate account then purchases shares of the applicable funds at
the current market value (net asset value or NAV).



The fund's subsequent investment performance, expenses and charges, and the
daily charges deducted from the subaccount, will cause the AUV to move up or
down on a daily basis.


                                                                              21
<PAGE>

Taxes, Fees and Deductions

Amounts withdrawn may be subject to one or more of the following:

> Early Withdrawal Charge. See "Fees--Early Withdrawal Charge";

> Maintenance Fee. See "Fees--Maintenance Fee";

> Market Value Adjustment. See Appendix I;

> Tax Penalty. See "Taxation"; and/or

> Tax Withholding. See "Taxation".

To determine which may apply, refer to the appropriate sections of this
prospectus, contact your Aetna representative or call the Company at the number
listed in "Contract Overview--Questions."


Purchase Payments to Your Account. If all or a portion of initial purchase
payments are directed to the subaccounts, they will purchase subaccount
accumulation units at the AUV next computed after our acceptance of the
applicable application or enrollment forms. Subsequent purchase payments or
transfers directed to the subaccounts that we receive by the close of business
of the New York Stock Exchange (Exchange) will purchase subaccount accumulation
units at the AUV computed after the close of the Exchange on that day. The value
of subaccounts may vary day to day.





Withdrawals
- --------------------------------------------------------------------------------
Making a Withdrawal. Subject to limitations on withdrawals from the Fixed Plus
Account, the contract holder may withdraw all or a portion of your account value
(on your behalf) at any time during the accumulation phase.


Steps for Making A Withdrawal. The contract holder, or you if permitted by the
plan must:


> Select the Withdrawal Amount;


1) Full Withdrawal: You will receive, reduced by any required withholding tax,
   your account value allocated to the subaccounts, the Guaranteed Accumulation
   Account (plus or minus any applicable market value adjustment) and to the
   Fixed Account, minus any applicable early withdrawal charge, plus the amount
   available for withdrawal from the Fixed Plus Account.

2) Partial Withdrawal (Percentage or Specified Dollar Amount): You will receive,
   reduced by any required withholding tax, the amount you specify, subject to
   the value available in your account. However, the amount actually withdrawn
   from your account will be adjusted by any applicable early withdrawal charge
   for amounts withdrawn from the subaccounts, the Guaranteed Accumulation
   Account or the Fixed Account, and any positive or negative market value
   adjustment for amounts withdrawn from the Guaranteed Accumulation Account.
   The amount available from the Fixed Plus Account may be limited.

   For a description of limitations on withdrawals from the Fixed Plus Account,
   see Appendix III.


> Select Investment Option (if this is not specified, we will withdraw dollars
  proportionally from each investment option in which you have an account
  value); and


> Properly complete a disbursement form and submit it to our Home Office.


Calculation of Your Withdrawal. We determine your account value every normal
business day after the close of the New York Stock Exchange. We pay withdrawal
amounts based on your account value either: (1) as of the next valuation after
we receive a request for withdrawal in good order at our Home Office, or (2) on
such later date as specified on the disbursement form.

Delivery of Payment. Payments for withdrawal requests will be made in accordance
with SEC requirements. Normally, the payment will be sent not later than seven
calendar days following our receipt of the disbursement form in good order.


 22
<PAGE>


Features of a Systematic Distribution Option
A Systematic Distribution Option allows the contract holder to elect for you to
receive regular payments from your account, without moving into the income
phase. By maintaining your account in the accumulation phase, certain rights and
flexibility are retained and any accumulation phase fees may apply.


Systematic Distribution Options
- --------------------------------------------------------------------------------

Availability of Systematic Distribution Options. To exercise one of these
options the account value must meet any minimum dollar amount and age criteria
applicable to that option. To determine what Systematic Distribution Options are
available, check with the contract holder or the Company.

The Systematic Distribution Options currently available under the contract
include the following:


> SWO--Systematic Withdrawal Option. SWO is a series of automatic partial
  withdrawals from your account based on the payment method selected. It is
  designed for those who want a periodic income while retaining investment
  flexibility for amounts accumulated under the contract.

> ECO--Estate Conservation Option. ECO offers the same investment flexibility as
  SWO, but is designed for those who want to receive only the minimum
  distribution that the Tax Code requires each year.

  Under ECO, we calculate the minimum distribution amount required by law,
  generally at age 70-1/2, and pay you that amount once a year. ECO is available
  under 457 plans only.

> Other Systematic Distribution Options. We may add additional Systematic
  Distribution Options from time to time. You may obtain additional information
  relating to any of the Systematic Distribution Options from your local
  representative or from our Home Office.


Availability of Systematic Distribution Options The Company may discontinue the
availability of one or all of the Systematic Distribution Options at any time,
and/or change the terms of future elections.


Terminating a Systematic Distribution Option Once a Systematic Distribution
Option is elected, the contract holder may revoke it at any time by submitting a
written request to our Home Office. Any revocation will apply only to the amount
not yet paid. Once an option is revoked for an account, it may not be elected
again, nor may any other Systematic Distribution Option be elected.


Charges and Taxation When the contract holder elects a Systematic Distribution
Option for your account, your account value remains in the accumulation phase
and subject to the charges and deductions described in the "Fees" section.
Taking a withdrawal through a Systematic Distribution Option or revocation of
election of a Systematic Distribution Option may have tax consequences. If you
are concerned about tax implications consult a tax adviser before one of these
options is elected.



                                                                              23
<PAGE>


During the Income Phase.
This section provides information about the accumulation phase. For death
benefit information applicable to the income phase. See "The Income Phase".


Death Benefit
- --------------------------------------------------------------------------------
The contract provides a death benefit in the event of your death, which is
payable to the contract holder (usually your employer). The contract holder may
direct that we make any payments to the beneficiary you name under the plan
(plan beneficiary).


During the Accumulation Phase

Payment Process.


1. Following your death, the contract holder (on behalf of your plan
   beneficiary) must provide the Company with proof of death acceptable to us
   and a payment request in good order.
2. The payment request should include selection of a benefit payment option.
3. Within seven days after we receive proof of death acceptable to us and
   payment request in good order at our Home Office, we will mail payment,
   unless otherwise requested.

Until a payment option is selected, account dollars will remain invested as at
the time of your death, and no distribution will be made.

If you die during the accumulation phase of your account, the following payment
options are available to your plan beneficiary, if allowed by your contract
holder and the Tax Code:


> Lump-sum payment;

> Payment in accordance with any of the available income phase payment options.
  See "The Income Phase--Payment Options"; and

> If the plan beneficiary is your spouse, payment in accordance with an
  available Systematic Distribution Option. See "Systematic Distribution
  Options".


The following options are also available; however, the Tax Code limits how long
the death benefit proceeds may be left in these options:

> Leaving your account value invested in the contract; or


> Under some contracts, leaving your account value on deposit in the Company's
  general account, and receiving monthly, quarterly, semi-annual or annual
  interest payments at the interest rate then being credited on such deposits.
  The beneficiary may withdraw the balance on deposit at any time or request to
  receive payment in accordance with any of the available income phase payment
  options. See "The Income Phase--Payment Options".


The Value of the Death Benefit. The death benefit will be based on your account
value as calculated on the next valuation following the date on which we receive
proof of death in good order. Interest, if any, will be paid from the date of
death at a rate no less than required by law. For amounts held in the Guaranteed
Accumulation Account (GAA), any positive aggregate market value adjustment (the
sum of all market value adjustments calculated due to a withdrawal) will be
included in your account value. If a negative market value adjustment applies,
it would be deducted only if the death benefit is withdrawn more than six months
after your death. We describe the market value adjustment in Appendix I and in
the GAA prospectus.

Tax Code Requirements. The Tax Code requires distribution of death benefit
proceeds within a certain period of time. Failure to begin receiving death
benefit payments within those time periods can result in tax penalties.
Regardless of the method of payment, death benefit proceeds will generally be
taxed to the beneficiary in the same manner as if you had received those
payments. See "Taxation" for additional information.

 24
<PAGE>

We may have used the following terms in prior prospectuses:

Annuity Phase--Income Phase

Annuity Option--Payment Option

Annuity Payment--Income Phase Payment

Annuitization--Initiating Income Phase Payments

The Income Phase

- --------------------------------------------------------------------------------
During the income phase you receive payments from your accumulated account
value.


Initiating Income Phase Payments. At least 30 days prior to the date you want to
start receiving payments, the contract holder or you, if permitted by the plan,
must notify us in writing of the following:

> Start date;

> Income Phase Payment option (see the income phase payment options table in
  this section);

> Income Phase Payment frequency (i.e., monthly, quarterly, semi-annually or
  annually);

> Choice of fixed or variable payments;

> Selection of an assumed net investment rate (only if variable payments are
  elected); and

> Under some plans, certification from your employer and/or submission of the
  appropriate forms is also required.

The account will continue in the accumulation phase until the contract holder or
you, as applicable, properly initiate income phase payments. Under some
contracts, once an income phase payment option is selected, it may not be
changed; however, certain options allow you to withdraw a lump sum.


What Affects Income Phase Payment Amounts? Some of the factors that may affect
income phase payment amounts include: your age, your account value, the income
phase payment option selected, number of guaranteed payments (if any) selected,
and whether variable or fixed payments are selected.


Fixed Payments. Amounts funding fixed income phase payments will be held in the
Company's general account. Fixed payment amounts do not vary over time.


Variable Payments. Amounts funding your variable income phase payments will be
held in the subaccount(s) selected or a combination of subaccounts and the
general account. The contracts may restrict the subaccounts available, the
number of investment options to be selected and how many transfers, if any, are
allowed among options during the income phase. For variable income phase
payments, an assumed net investment rate must be selected.



Payments from the Fixed Plus Account. If a nonlifetime payment option is
selected, payments from the Fixed Plus Account may only be made on a fixed
basis.



Assumed Net Investment Rate. If you select income phase payments, an assumed net
investment rate must also be selected. If you select a 5% rate, your first
payment will be higher, but subsequent income phase payments will increase only
if the investment performance of the subaccounts selected is greater than 5%
annually, after deduction of fees. Payment amounts will decline if the
investment performance is less than 5%, after deduction of fees.

If a 3-1/2% rate is selected, your first income phase payment will be lower and
subsequent payments will increase more rapidly or decline more slowly



                                                                              25
<PAGE>


depending upon the investment performance of the subaccounts selected. For more
information about selecting an assumed net investment rate, request a copy of
the Statement of Additional Information by calling us. See "Contract
Overview--Questions."


Minimum Payment Amounts. The income phase payment option selected must result
in:

> A first income phase payment of at least $20; or

> Total yearly income phase payments of at least $100.

If your account value is too low to meet these minimum payment amounts, the
contract holder, on your behalf, must elect a lump-sum payment.


Fees Deducted. If variable income phase payments are selected, we make a daily
deduction for mortality and expense risks from any amounts held in the
subaccounts. The maximum mortality and expense risk charge during the income
phase is 1.25% on an annual basis.

We may also deduct a daily administrative charge from amounts held in the
separate account. We currently charge this under some contracts and reserve the
right to charge it under all others. The maximum amount is 0.25% on an annual
basis. If we are currently imposing this fee under the contract issued in
connection with your plan when you enter the income phase, the fee will apply
throughout the entire income phase.


Required Minimum Payment Amounts. The initial income phase payment or the annual
income phase payment total must meet the minimums stated in the contract. If
your account value is too low to meet these minimum payment amounts, you will
receive one lump-sum payment.


Death Benefit During the Income Phase. The death benefits that may be available
to a beneficiary are outlined in the income phase payment option table below. If
a lump-sum payment is due as a death benefit, we will make payment within seven
calendar days after we receive proof of death acceptable to us in good order and
the payment request in good order at our Home Office.


Taxation. To avoid certain tax penalties, you and any beneficiary must meet the
distribution rules imposed by the Tax Code. See "Taxation".



 26
<PAGE>


Income Phase Payment Options
The following tables list the income phase payment options and accompanying
death benefits which may be available under the contracts. Some contracts
restrict the options and the terms available. Check with your contract holder
for details. We may offer additional income phase payment options under the
contract from time to time.


Terms Used in the Tables:

Annuitant: The person(s) on whose life expectancy the income phase
payments are calculated.

Beneficiary: The person designated to receive the death benefit payable
under the contract.



<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
                                   Lifetime Income Phase Payment Options
- -------------------------------------------------------------------------------------------------------------------------------
<S>                     <C>
                        Length of Payments: For as long as the annuitant lives. It is possible that only one payment will be
 Life Income            made should the annuitant die prior to the second payment's due date.
                        Death Benefit--None: All payments end upon the annuitant's death.
- -------------------------------------------------------------------------------------------------------------------------------
                        Length of Payments: For as long as the annuitant lives, with payments guaranteed for a choice of
                        5-20 years or as otherwise specified in the contract.
 Life Income--          Death Benefit--Payment to the Beneficiary: If the annuitant dies before we have made all the
 Guaranteed             guaranteed payments, we will continue to pay the beneficiary the remaining payments. Unless
 Payments               prohibited by a prior election of the contract holder, the beneficiary may elect to receive a lump-
                        sum payment equal to the present value of the remaining guaranteed payments.
- -------------------------------------------------------------------------------------------------------------------------------
                        Length of Payments: For as long as either annuitant lives. It is possible that only one payment will
                        be made should both annuitants die before the second payment's due date.
                        Continuing Payments:
 Life Income--          (a) This option allows a choice of 100%, 66-2/3% or 50% of the payment to continue to the
 Two Lives              surviving annuitant after the first death; or
                        (b) 100% of the payment to continue to the annuitant on the second annuitant's death, and 50%
                        of the payment to continue to the second annuitant on the annuitant's death.
                        Death Benefit--None: Payments end after the deaths of both annuitants.
- -------------------------------------------------------------------------------------------------------------------------------
                        Length of Payments: For as long as either annuitant lives, with payments guaranteed for a
                        minimum of 120 months, or as otherwise specified in the contract.
 Life Income--          Continuing Payments: 100% of the payment to continue to the surviving annuitant after the first
 Two Lives--            death.
 Guaranteed             Death Benefit--Payment to the Beneficiary: If both annuitants die before the guaranteed
 Payments               payments have all been paid, we will continue to pay the beneficiary the remaining payments.
                        Unless prohibited by a prior election of the contract holder, the beneficiary may elect to receive
                        a lump-sum payment equal to the present value of the remaining guaranteed payments.
- -------------------------------------------------------------------------------------------------------------------------------
 Life Income--
 Cash Refund            Length of Payments: For as long as the annuitant lives.
 Option (limited        Death Benefit--Payment to the Beneficiary: Following the annuitant's death, we will pay a lump-
 availability--fixed    sum payment equal to the amount originally applied to the income phase payment option (less
 payment only)          any premium tax) and less the total amount of fixed income payments paid.
- -------------------------------------------------------------------------------------------------------------------------------
 Life Income--
 Two Lives--Cash        Length of Payments: For as long as either annuitant lives.
 Refund Option          Continuing Payment: 100% of the payment to continue after the first death.
 (limited               Death Benefit--Payment to the Beneficiary: When both annuitants die, we will pay a lump-sum
 availability--fixed    payment equal to the amount applied to the income phase payment option (less any premium
 payment only)          tax) and less the total amount of fixed income payments paid.
 -------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                                                              27
<PAGE>


<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
                                                             Nonlifetime Income Phase Payment Options
- -----------------------------------------------------------------------------------------------------------------------------
<S>               <C>
                  Length of Payments: Payments generally may be fixed or variable and may be made for 3-30 years.
                  However, for amounts held in the Fixed Plus Account during the accumulation phase, the
                  payment must be on a fixed basis and must be for at least 5 years. In certain cases a lump-sum
 Nonlifetime--    payment may be requested at any time (see below).
 Guaranteed       Death Benefit--Payment to the Beneficiary: If the annuitant dies before we make all the
 Payments         guaranteed payments, we will continue to pay the beneficiary the remaining payments. Unless
                  prohibited by a prior election of the contract holder, the beneficiary may elect to receive a lump-
                  sum payment equal to the present value of the remaining guaranteed payments. We will not
                  impose any early withdrawal charge.

- -----------------------------------------------------------------------------------------------------------------------------
 Lump-sum Payment: If the Nonlifetime--Guaranteed Payments option is elected with variable payments, you may
 request at any time that all or a portion of the present value of the remaining payments be paid in one lump sum. A
 lump sum elected before three years of income phase payments have been completed will be treated as a withdrawal
 during the accumulation phase and we will charge any applicable early withdrawal charge. If the early withdrawal charge
 is based on completed purchase payment periods, each year that passes after income payments begin will be treated as a
 completed purchase payment period, even if no additional purchase payments are made. See "Fees--Early Withdrawal
 Charge." Lump-sum payments will be sent within seven calendar days after we receive the request for payment in good
 order at our Home Office.
 Calculation of Lump-sum Payments: If a lump-sum payment is available to a beneficiary or to you in the income phase
 payment options above, the rate we use to calculate the present value of the remaining guaranteed payments is the same
 rate we use to calculate the income phase payments (i.e., the actual fixed rate used for the fixed payments, or the 3-1/2%
 or 5% assumed net investment rate for variable payments).
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>




 28
<PAGE>

In This Section

> Introduction

> Your Retirement Plan

> Withdrawals and other Distributions

> Taxation of Distributions

> Withholding

> Minimum Distribution Requirements

> Contribution and Distribution Limits

> 415(m) Arrangements

> Bona Fide Severance Pay Plans

> Taxation of the Company








When consulting a tax adviser, be certain that he or she has expertise in the
Tax Code sections applicable to your tax concerns.


Taxation
- --------------------------------------------------------------------------------
Introduction

This section discusses our understanding of current federal income tax laws
affecting the contract. You should keep the following in mind when reading it:

> Your tax position (or the tax position of the beneficiary, as applicable)
  determines federal taxation of amounts held or paid out under the contract.

> Tax laws change. It is possible that a change in the future could affect
  contracts issued in the past.

> This section addresses federal income tax rules and does not discuss federal
  estate and gift tax implications, state and local taxes or any other tax
  provisions.

> We do not make any guarantee about the tax treatment of the contract or
  transactions involving the contract.


- --------------------------------------------------------------------------------
 We do not intend this information to be tax advice. For advice about the effect
 of federal income taxes or any other taxes on amounts held or paid out under
 the contract, consult a tax adviser. For more comprehensive information contact
 the Internal Revenue Service.
- --------------------------------------------------------------------------------

Your Retirement Plan
The tax rules applicable to retirement plans vary according to plan type, and
terms and conditions of the plan. To understand what tax rules apply, you need
to know the code section under which your plan qualifies. Contact your plan
sponsor, local representative or the Company to learn which code section applies
to your plan.


Plan Types. The contract is designed for use with deferred compensation plans
that qualify under code section 457 or non-section 457 deferred compensation
plans. Code section 457 provides for certain deferred compensation plans. These
plans may be offered by state governments, local governments, political
subdivisions, agencies, instrumentalities and certain affiliates of such
entities, and non-governmental tax exempt organizations. A code section 457 plan
may be either a 457(b) (eligible) plan or a 457 (f) (ineligible) plan. Either
type of plan may permit participants to specify the form of investment for their
deferred compensation account. A non-section 457 deferred compensation plan may
be either a deferred compensation plan of a tax-exempt employer that is
"grandfathered" and not subject to 457 rules, or a deferred compensation plan of
a for-profit employer. The contract may also be used with code section 415(m)
arrangements.


You will not generally pay taxes on any earnings from the annuity contract
described in this prospectus until they are withdrawn (or otherwise made
available to you or a beneficiary). Tax qualified arrangements under Tax Code
section 457 and other types of deferred compensation arrangements also generally
defer payment of taxes of earnings until they are withdrawn (or otherwise made
available to you or a beneficiary), (see "Taxation of Distributions" later in
this "Taxation" section for a discussion of how distributions under the plan are
taxed). When an annuity contract is used to fund one of these tax-qualified
retirement arrangements, you should know that the annuity contract does not
provide any additional tax deferral of earnings



                                                                              29
<PAGE>


beyond the tax deferral provided by the tax-qualified retirement arrangement.
However, annuities do provide other features and benefits which may be valuable
to you. You should discuss your alternatives with your financial representative.



The Contract and Retirement Plans. We make this contract available to plans
subject to code section 457 only if a non-governmental employer sponsors the
plan. Under such plans, as well as non-section 457 deferred compensation plans,
all amounts of deferred compensation, all property and rights purchased with
such amounts and all income attributable to such amounts, property and rights
remains solely the property and rights of the employer and is subject to the
claims of the employer's general creditors. Contract holders and contract
participants are responsible for determining that contributions, distributions
and other transactions satisfy applicable laws. Legal counsel and a tax adviser
should be consulted regarding the suitability of the contract.

Because the plan is not part of the contract, we are not bound by any plan's
terms or conditions.


Withdrawals and Other Distributions
Certain tax rules apply to distributions from the contract. A distribution is
any amount taken from the contract including withdrawals, income payments,
transfers and death benefit proceeds.

We report the taxable portion of all distributions to the IRS.


Taxation of Distributions

457(b) Plans. All amounts received under a 457(b) plan are includible in gross
income when paid or otherwise made available to you or your beneficiary.


457(f) Plans. Compensation deferred under a 457(f) plan is includible in gross
income in the first year when it is no longer subject to a "substantial risk of
forfeiture" as defined by the Tax Code.


Non-Section 457 Deferred Compensation Plans. Compensation deferred under a
non-Section 457 deferred compensation plan is includible in gross income in the
first year when paid or otherwise made available to you or your beneficiary.


Taxation of Death Benefit Proceeds. In general, payments received by your
beneficiaries after your death are taxed in the same manner as if you had
received those payments.


Withholding for Federal Income Tax Liability
Any distributions under the contracts are generally subject to withholding.
Federal income tax liability rates vary according to the type of distribution
and the recipient's tax status.

All distributions, except death benefit proceeds, are subject to mandatory
federal income tax withholding as wages. No withholding is required on payments
to beneficiaries.


Non-resident Aliens. If you or a beneficiary is a non-resident alien, then any
withholding is governed by code section 1441 based on the individual's
citizenship, the country of domicile and treaty status.


 30
<PAGE>

Minimum Distribution Requirements

To avoid certain tax penalties, you and any beneficiary must meet the minimum
distribution requirements imposed by the Tax Code. These requirements only apply
to 457(b) plans. These rules may dictate one or more of the following:

> Start date for distributions;

> The time period in which all amounts in your account(s) must be distributed;
  and/or

> Distribution amounts.



Start Date. Generally, you must begin receiving distributions by April 1 of the
calendar year following the calendar year in which you attain age 70-1/2 or
retire, whichever occurs later, unless you are a 5% owner, in which case such
distributions must begin by April 1 of the calendar year following the calendar
year in which you attain age 70-1/2.


Time Period. We must pay out distributions from the contract over one of the
following time periods:

> Over your life or the joint lives of you and your beneficiary, or


> Over a period not greater than your life expectancy or the joint life
  expectancies of you and your beneficiary.



Amount. Any distribution from a 457(b) plan, payable over a period of more than
one year, must be made in substantially non-increasing amounts.


50% Excise Tax. If you fail to receive the minimum required distribution for
any tax year, a 50% excise tax is imposed on the required amount that was not
distributed.


Minimum Distribution of Death Benefit Proceeds. The following only applies to
457(b) plans. Different distribution requirements apply if your death occurs:

> After you begin receiving minimum distributions under the contract, or

> Before you begin receiving such distributions.

If your death occurs after you begin receiving minimum distributions under the
contract, distributions must be made at least as rapidly as under the method in
effect at the time of your death. Code section 401(a)(9) provides specific rules
for calculating the minimum required distributions at your death. The rules
differ, dependent upon the following:


> Whether your minimum required distribution was calculated each year based on
  your single life expectancy or the joint life expectancies of you and your
  beneficiary; and

> Whether life expectancy was recalculated.


The rules are complex and any beneficiary should consult with a tax adviser
before electing the method of calculation to satisfy the minimum distribution
requirements.


Should you die before you begin receiving minimum distributions under the
contract, your entire balance must be distributed by December 31 of the calendar
year containing the fifth anniversary of the date of your death. For example, if
you die on September 1, 2000, your entire balance must be distributed to the
beneficiary by December 31, 2005. However, if the distribution begins by



                                                                              31
<PAGE>

December 31 of the calendar year following the calendar year of your death, then
payments may be made in one of the following time-frames:


> Over the life of the beneficiary, or

> Over a period not extending beyond the life expectancy of the beneficiary.


For 457(b) plans, if the beneficiary is not your spouse, the time-frame may not
exceed fifteen years.


Start Dates for Spousal Beneficiaries. If the beneficiary is your spouse, the
distribution must begin on or before the later of the following:


> December 31 of the calendar year following the calendar year of your death; or


> December 31 of the calendar year in which you would have attained age 70-1/2.



Contribution and Distribution Limits

457(b) Plan. If your employer's plan is a 457(b) plan, the Tax Code imposes a
maximum limit on annual contributions to your account(s) that may be excluded
from your gross income. For Section 457(b) plan participants, such limit is
generally the lesser of $8,000, as adjusted to reflect changes in the cost of
living, or 33% of your includible compensation (25% of gross compensation).

Under a 457(b) plan, amounts may not be made available to you earlier than (1)
the calendar year you attain age 70-1/2, (2) when you separate from service with
the employer or (3) when you are faced with an unforeseeable emergency. A 457(b)
plan may permit a one-time in-service distribution if the total amount payable
to the participant does not exceed $5,000 and no amounts have been deferred by
the participant during the 2-year period ending on the date of distribution.


457(f) Plan. A 457(f) plan is not subject to restrictions on contributions or
distributions, but must contain a "substantial risk of forfeiture" as defined by
the Tax Code. Generally, substantial risk of forfeiture means that your right to
receive deferred compensation is dependent upon your performance of future
services to an employer or other entity.



Non-Section 457 Deferred Compensation Plans. Non-Section 457 Deferred
Compensation Plans are not subject to restrictions on contributions or
distributions.



Code Section 415(m) Arrangements
If you participate in the contract through a qualified governmental excess
benefit arrangement, defined in code section 415(m), the amounts provided under
the contract may be subject to the same requirements as those applied to code
section 457(b) plans described above, except that the limits described in
"Contributions Excluded from Taxable Income" do not apply. If the code section
415(m) arrangement is not designed to meet the requirements of code section
457(b), then the amounts provided under the contract are taxed in accordance
with code section 451 and are generally taxable when paid or made available to
you.


 32
<PAGE>

Bona Fide Severance Pay Plans

If you participate in the contract through certain bona fide severance pay
plans, described in code section 457(e)(11), amounts provided under the contract
are not generally taxable until paid or made available to you. However, because
these plans are not clearly defined in the Code, it may be determined that your
plan does not qualify as a bona fide severance pay plan. If the plan does not
qualify, then amounts provided under the contract are taxable in the year in
which they are deferred. Because of this lack of clarity, it is imperative that
you consult your tax adviser for guidance regarding taxation.



Taxation of the Company
We are taxed as a life insurance company under the Tax Code. Variable Annuity
Account B is not a separate entity from us. Therefore, it is not taxed
separately as a "regulated investment company," but is taxed as part of the
Company.

We automatically apply investment income and capital gains attributable to the
separate account to increase reserves under the contracts. Because of this,
under existing federal tax law we believe that any such income and gains will
not be taxed to the extent that such income and gains are applied to increase
reserves under the contracts. In addition, any foreign tax credits attributable
to the separate account will be first used to reduce any income taxes imposed on
the separate account before being used by the Company.

In summary, we do not expect that we will incur any federal income tax liability
attributable to the separate account and we do not intend to make any provision
for such taxes. However, changes in federal tax laws and/or their interpretation
may result in our being taxed on income or gains attributable to the separate
account. In this case, we may impose a charge against the separate account (with
respect to some or all of the contracts) to set aside provisions to pay such
taxes. We may deduct this amount from the separate account, including from your
account value invested in the subaccounts.




Other Topics
- --------------------------------------------------------------------------------

The Company


Aetna Life Insurance and Annuity Company (the Company, we, us, our) issues the
contracts described in this prospectus and is responsible for providing each
contract's insurance and annuity benefits.


We are a stock life insurance company organized under the insurance laws of the
State of Connecticut in 1976 and an indirect wholly-owned subsidiary of Aetna
Inc. Through a merger, our operations include the business of Aetna Variable
Annuity Life Insurance Company (formerly known as Participating Annuity Life
Insurance Company, an Arkansas life insurance company organized in 1954).


We are engaged in the business of issuing life insurance and annuities. Our
principal executive offices are located at:
            151 Farmington Avenue
            Hartford, Connecticut 06156



                                                                              33
<PAGE>

Variable Annuity Account B
We established Variable Annuity Account B (the separate account) in 1976 as a
segregated asset account to fund our variable annuity contracts. The separate
account is registered as a unit investment trust under the Investment Company
Act of 1940 (the "40 Act"). It also meets the definition of "separate account"
under the federal securities laws.


The separate account is divided into "subaccounts." These subaccounts invest
directly in shares of a corresponding fund.


Although we hold title to the assets of the separate account, such assets are
not chargeable with the liabilities of any other business that we conduct.
Income, gains or losses of the separate account are credited to or charged
against the assets of the separate account without regard to other income, gains
or losses of the Company. All obligations arising under the contracts are
obligations of the Company.


Performance Reporting
We may advertise different types of historical performance for the subaccounts
including:


> standardized average annual total returns; and

> non-standardized average annual total returns.


We may also advertise certain ratings, rankings or other information related to
the Company, the subaccounts or the funds. For further details regarding
performance reporting and advertising, request a Statement of Additional
Information at the number listed in "Contract Overview--Questions."


Standardized Average Annual Total Returns. We calculate standardized average
annual total returns according to a formula prescribed by the SEC. This shows
the percentage return applicable to $1,000 invested in the subaccount over the
most recent one, five and 10-year periods. If the investment option was not
available for the full period, we give a history from the date money was first
received in that option under the separate account. We include all recurring
charges during each period (e.g., mortality and expense risk charges, annual
maintenance fees, administrative expense charges (if any) and any applicable
early withdrawal charges).


Non-Standardized Average Annual Total Returns. We calculate non-standardized
average annual total returns in a similar manner as that stated above, except we
do not include the deduction of any applicable early withdrawal charge. Some
non-standardized returns may also exclude the effect of a maintenance fee. If we
reflected these charges in the calculation, they would decrease the level of
performance reflected by the calculation. Non-standardized returns may also
include performance from the Fund's inception date, if that date is earlier than
the one we use for standardized returns.


Voting Rights

Each of the subaccounts holds shares in a fund and each is entitled to vote at
regular and special meetings of that fund. Under our current view of applicable
law, we will vote the shares for each subaccount as instructed by persons having
a voting interest in the subaccount. Under the contracts described in this
prospectus, the contract holder, not the plan participants, has all voting
rights. We will vote shares for which instructions have not been


 34
<PAGE>

received in the same proportion as those for which we received instructions.
Each person who has a voting interest in the separate account will receive
periodic reports relating to the funds in which he or she has an interest, as
well as any proxy materials and a form on which to give voting instructions.
Voting instructions will be solicited by a written communication at least 14
days before the meeting.

The number of votes (including fractional votes) the contract holder is entitled
to direct will be determined as of the record date set by any fund the contract
holder invests in through the subaccounts.

> During the accumulation phase, the number of votes is equal to the portion of
  the account value invested in the fund, divided by the net asset value of one
  share of that fund.

> During the income phase, the number of votes is equal to the portion of
  reserves set aside for the contract's share of the fund, divided by the net
  asset value of one share of that fund.


Contract Distribution
The Company will serve as the principal underwriter for the securities sold by
this prospectus. The Company is registered as a broker-dealer with the SEC and
is a member of the National Association of Securities Dealers, Inc.

As principal underwriter, the Company will enter into arrangements with one or
more registered broker-dealers, including at least one affiliate of the Company,
to offer and sell the contracts described in this prospectus. We call these
entities "distributors."

We and one or more of our affiliates may also sell the contracts directly. All
individuals offering and selling the contracts must be registered
representatives of a broker-dealer and must be licensed as insurance agents to
sell variable annuity contracts.


Commission Payments. We may pay commissions to persons who offer and sell the
contracts. The maximum percentage amount we ever pay with respect to a given
purchase payment is the first-year percentage which ranges from 1% to 6% of the
first year of payments to an account. We may also pay renewal commissions on
payments made after the first year and, under group contracts, asset-based
service fees. The average of all commissions and asset-based service fees paid
is estimated to equal approximately 3% of the total payments made over the life
of an average contract. Some sales personnel may receive various types of
non-cash compensation as special sales incentives, including trips and
educational and/or business seminars. However, any such compensation will be
paid in accordance with NASD rules. In addition, we may provide additional
compensation to the Company's supervisory and other management personnel if the
overall amount of investments in funds advised by the Company or its affiliates
increases over time.

We may reimburse the distributor for certain expenses. The name of the
distributor and the registered representative responsible for your account are
stated in your enrollment materials. Commissions and sales related expenses are
paid by us and are not deducted from payments to your account.


                                                                              35
<PAGE>

Third Party Compensation Arrangements. Occasionally, we may:


> Pay commissions and fees to distributors affiliated or associated with the
  contract holder, you and/or other contract participants; and/or


> Enter into agreements with entities associated with the contract holder, you
  and/or other participants. Through such agreements, we may pay the entities
  for certain services in connection with administering the contract.

In both these circumstances there may be an understanding that the distributor
or entities would endorse us as a provider of the contract. You will be notified
if you are purchasing a contract that is subject to these arrangements.


Contract Modification

We may change the contract as required by federal or state law. In addition, we
may, upon 30 days' written notice to the contract holder, make other changes to
group contracts that would apply only to individuals who become participants
under that Contract after the effective date of such changes. If the group
contract holder does not agree to a change, we reserve the right to refuse to
establish new accounts under the Contract. Certain changes will require the
approval of appropriate state or federal regulatory authorities.



Legal Matters and Proceedings
We are aware of no material legal proceedings pending which involve the separate
account or the Company as a party or which would materially affect the separate
account. The validity of the securities offered by this prospectus has been
passed upon by Counsel to the Company.


Payment Delay or Suspension

We reserve the right to suspend or postpone the date of any payment of benefits
or values under the following circumstances:

(a) on any valuation date when the New York Stock Exchange is closed (except
    customary weekend and holiday closings) when trading on the Exchange is
    restricted;

(b) when an emergency exists as determined by the SEC so that disposal of the
    securities held in the subaccounts is not reasonably practicable or it is
    not reasonably practicable fairly to determine the value of the subaccount's
    assets; or

(c) during any other periods the SEC may, by order, permit for the protection of
    investors.


The conditions under which restricted trading or an emergency exists shall be
determined by the rules and regulations of the SEC.


Transfer of Ownership; Assignment

An assignment of a contract will only be binding on us if it is made in writing
and sent to us at our Home Office. We will use reasonable procedures to confirm
that the assignment is authentic, including verification of signature. If we
fail to follow our own procedures, we will be liable for any losses to you
directly resulting from the failure. Otherwise, we are not responsible for the
validity of any assignment. The rights of the contract holder and the interest
of the annuitant and any beneficiary will be subject to the rights of any
assignee we have on our records.





 36
<PAGE>

Contents of the Statement of Additional Information
- --------------------------------------------------------------------------------
The Statement of Additional Information contains more specific information on
the separate account and the contract, as well as the financial statements of
the separate account and the Company. A list of the contents of the SAI is set
forth below:

General Information and History

Variable Annuity Account B

Offering and Purchase of Contracts

Performance Data

  General

  Average Annual Total Return Quotations

Income Phase Payments

Sales Material and Advertising

Independent Auditors

Financial Statements of the Separate Account

Financial Statements of Aetna Life Insurance and Annuity Company

You may request an SAI by calling the Company at the number listed in "Contract
Overview--Questions."


                                                                              37
<PAGE>

                                   Appendix I
                         Guaranteed Accumulation Account
- --------------------------------------------------------------------------------
The Guaranteed Accumulation Account (GAA) is a fixed interest option that may be
available during the accumulation phase under the contracts. This appendix is
only a summary of certain facts about GAA. Please read the GAA prospectus before
investing in this option.

In General. Amounts that you invest in GAA will earn a guaranteed interest rate
if amounts are left in GAA for the specified period of time. If you withdraw or
transfer those amounts before the specified period of time has elapsed, we may
apply a "market value adjustment," which may be positive or negative.

When you decide to invest money in GAA, you will want to contact your
representative or the Company to learn:

> The interest rate we will apply to the amounts that you invest in GAA.
  We change this rate periodically, so be certain you know what rate we
  guarantee on the day your account dollars are invested into GAA.

> The period of time your account dollars need to remain in GAA in order to earn
  that rate.
  You are required to leave your account dollars in GAA for a specified period
  of time (guaranteed term), in order to earn the guaranteed interest rate.


Deposit Periods. A deposit period is the time during which we offer a specific
interest rate if you deposit dollars for a certain guaranteed term. For a
particular interest rate and guaranteed term to apply to your account dollars,
you must invest them during the deposit period during which that rate and term
are offered.



Interest Rates. We guarantee different interest rates, depending upon when
account dollars are invested in GAA. The interest rate we guarantee is an annual
effective yield; that means that the rate reflects a full year's interest. We
credit interest daily at a rate that will provide the guaranteed annual
effective yield over one year. The guaranteed interest rate will never be less
than the rate stated in the contract.



Fees and Other Deductions.  If all or a portion of your account value in GAA is
withdrawn, you may incur the following:

> Market Value Adjustment (MVA)--as described in this appendix and in the GAA
  prospectus

> Tax Penalties and/or Tax withholding--see "Taxation"

> Early Withdrawal Charge--see "Fees"

> Maintenance Fee--see "Fees"

We do not make deductions from amounts in the GAA to cover mortality and expense
risks. Rather, we consider these risks when determining the credited rate.


Market Value Adjustment (MVA). If you withdraw or transfer your account value
from GAA before the guaranteed term is completed, an MVA may apply. The MVA
reflects the change in the value of the investment due to changes in interest
rates since the date of deposit. The MVA may be positive or negative.

> If interest rates at the time of withdrawal have increased since the date of
  deposit, the value of the investment decreases and the MVA will be negative.
  This could result in your receiving less than the amount you paid into GAA.

> If interest rates at the time of withdrawal have decreased since the date of
  deposit, the value of the investment increases and the MVA will be positive.


Guaranteed Terms. The guaranteed term is the period of time account dollars must
be left in GAA in order to earn the guaranteed interest rate specified for that
guaranteed term. We offer different guaranteed terms at different times. Check
with your representative or the Company to learn the details about the
guaranteed term(s) currently being offered.


 38
<PAGE>

In general we offer the following guaranteed terms:


> Short-term--three years or fewer; and

> Long-term--ten years or less, but greater than three years.


At the end of a guaranteed term, your contract holder or you if permitted may:


> Transfer dollars to a new guaranteed term;

> Transfer dollars to other available investment options; or

> Withdraw dollars.


Deductions may apply to withdrawals. See "Fees and Other Deductions" in this
section.


Transfer of Account Dollars. Generally, account dollars invested in GAA may be
transferred among guaranteed terms offered through GAA, and/or to other
investment options offered through the contract. However, transfers may not be
made during the deposit period in which your account dollars are invested in GAA
or for 90 days after the close of that deposit period. We will apply an MVA to
transfers made before the end of a guaranteed term.


Income Phase. GAA can not be used as an investment option during the income
phase. However, the contract holder (or you, if permitted) may notify us at
least 30 days in advance to elect a variable payment option and to transfer your
GAA account dollars to any of the subaccounts available during the income phase.


                                                                              39
<PAGE>

                                   Appendix II
                                  Fixed Account
- --------------------------------------------------------------------------------
The Fixed Account is an investment option available during the accumulation
phase under the contracts. Amounts allocated to the Fixed Account are held in
the Company's general account which supports insurance and annuity obligations.

- --------------------------------------------------------------------------------
     Additional information about this option may be found in the contract.
- --------------------------------------------------------------------------------


General Disclosure. Interests in the Fixed Account have not been registered with
the SEC in reliance upon exemptions under the Securities Act of 1933, as
amended. Disclosure in this prospectus about the Fixed Account may be subject to
certain generally applicable provisions of the federal securities laws relating
to the accuracy and completeness of the statements. Disclosure in this Appendix
regarding the Fixed Account has not been reviewed by the SEC.


Interest Rates. The Fixed Account guarantees that amounts allocated to this
option will earn the minimum interest rate specified in the contract. We may
credit a higher interest rate from time to time, but the rate we credit will
never fall below the guaranteed minimum specified in the contract. Interest rate
guarantees are based on the claims paying ability of the Company. Amounts
applied to the Fixed Account will earn the interest rate in effect at the time
money is applied. Amounts in the Fixed Account will reflect a compound interest
rate as credited by us. The rate we quote is an annual effective yield.


Our determination of interest rates reflects the investment income earned on
invested assets and the amortization of any capital gains and/or losses realized
on the sale of invested assets. Under this option, we assume the risk of
investment gain or loss by guaranteeing the amounts you allocate to this option
and promising a minimum interest rate and income phase payment.


Withdrawals. Under certain emergency conditions, we may defer payment of any
withdrawal for a period of up to 6 months or as provided by federal law.

Additionally, if allowed by state law, we may pay withdrawals in equal payments
with interest, over a period not to exceed 60 months when:

(a) the Fixed Account withdrawal value for the contract or for the total of the
    accounts under the contract exceeds $250,000 on the day before withdrawal;
    and
(b) the sum of the current Fixed Account withdrawal and total of all Fixed
    Account withdrawals from the contract or any account under the contract
    within the past 12 calendar months exceeds 20% of the amount in the Fixed
    Account on the day before current withdrawal.

    The contract describes how we will determine the interest rate credited to
    amounts held in the Fixed Account during the payment period, including the
    minimum interest rate.



Charges. We do not make deductions from amounts in the Fixed Account to cover
mortality and expense risks. We consider these risks when determining the
credited rate. If you make a withdrawal from amounts in the Fixed Account, an
early withdrawal charge may apply. See "Fees--Early Withdrawal Charge."



Transfers. During the accumulation phase, you may transfer account dollars from
the Fixed Account to any other available investment option. We may vary the
dollar amount that you are allowed to transfer, but it will never be less than
10% of your account value held in the Fixed Account. This 10% limit does not
apply to amounts being transferred into the Fixed Plus Account (if available
under the contract).

By notifying our Home Office at least 30 days before income phase payments
begin, you may elect to have amounts transferred to one or more of the
subaccounts available during the income phase to provide variable payments.


 40
<PAGE>

                                  Appendix III
                               Fixed Plus Account
- --------------------------------------------------------------------------------
The Fixed Plus Account is an investment option available under some contracts.
Amounts allocated to the Fixed Plus Account are held in the Company's general
account which supports insurance and annuity obligations. We reserve the right
to limit investment in or transfers to the Fixed Plus Account.

- --------------------------------------------------------------------------------
     Additional information about this option may be found in the contract.
- --------------------------------------------------------------------------------


General Disclosure. Interests in the Fixed Plus Account have not been registered
with the SEC in reliance upon exemptions under the Securities Act of 1933, as
amended. Disclosure in this prospectus about the Fixed Plus Account may be
subject to certain generally applicable provisions of the federal securities
laws relating to the accuracy and completeness of the statements. Disclosure in
this Appendix regarding the Fixed Plus Account has not been reviewed by the SEC.


Interest Rates. The Fixed Plus Account guarantees that amounts allocated to this
option will earn the minimum interest rate specified in the contract. We may
credit a higher interest rate from time to time, but the rate we credit will
never fall below the guaranteed minimum specified in the contract. Interest rate
guarantees are based on the claims paying ability of the Company. We credit
amounts held in the Fixed Plus Account with a rate 0.25% higher than the
then-declared rate beginning in the tenth year after your account was
established. Amounts applied to the Fixed Plus Account will earn the interest
rate in effect at the time money is applied. Amounts in the Fixed Plus Account
will reflect a compound interest rate as credited by us. The rate we quote is an
annual effective yield. We do not make deductions from amounts in the Fixed Plus
Account to cover mortality and expense risks. We consider these risks in
determining the credited rate.


Our determination of interest rates reflects the investment income earned on
invested assets and the amortization of any capital gains and/or losses realized
on the sale of invested assets. Under this option, we assume the risk of
investment gain or loss by guaranteeing the amounts you allocate to this option
and promising a minimum interest rate and income phase payment.



Request for Partial Withdrawal. Partial withdrawals are limited to 20% of the
amount held in the Fixed Plus Account on the day we receive a request in good
order at our Home Office. The 20% is reduced by any Fixed Plus withdrawals,
transfers or income phase payments made in last 12 months. In calculating 20%
limit, we reserve the right to include payments made through a Systematic
Distribution Option.


The 20% limit is waived if a partial withdrawal is taken proportionally from
each investment option in which the account invests and is due to one or more of
the following:


> Election of any income phase payment option with fixed payments or a lifetime
  payment option with variable payments; and/or

> Due to your death (the withdrawal must occur within six months after death and
  can only be exercised once).


Request for Full Withdrawal. If the contract holder or you, if allowed by the
plan, request a full withdrawal of your Fixed Plus Account value, we will pay
any amounts held in the Fixed Plus Account, with interest, in five annual
payments that will be equal to:

> One-fifth of the Fixed Plus Account value on the day we receive the request,
  reduced by any Fixed Plus Account withdrawals, transfers or income phase
  payments made during the past 12 months


> One-fourth of the remaining Fixed Plus Account value 12 months later

> One-third of the remaining Fixed Plus Account value 12 months later

> One-half of the remaining Fixed Plus Account value 12 months later, and

> The balance of the Fixed Plus Account value 12 months later

A full withdrawal may be canceled at any time before the end of the five-payment
period.

                                                                              41
<PAGE>

Once we receive a request for full withdrawal, no further withdrawals or
transfers will be permitted from Fixed Plus Account.

We will waive the above full withdrawal five-payment period if full withdrawal
is made due to any of the following:

> Your death before income phase payments have begun (request must be received
  within 6 months after date of death)

> Election of any income phase payment option with fixed payments or a lifetime
  payment option with variable payments

> Your account value in the Fixed Plus Account value is $3,500 or less and no
  withdrawals, transfers or income phase payments have been made from your
  account within the past 12 months



Charges. We do not make deductions from amounts in the Fixed Plus Account to
cover mortality and expense risks. We consider these risks when determining the
credited rate.



Transfers. Transfers are limited to 20% of the amount held in the Fixed Plus
Account on the day a request in good order is received at our Home Office. The
20% is reduced by any Fixed Plus Account withdrawals, transfers or income phase
payments made in past 12 months. We reserve the right to include payments made
through a Systematic Distribution Option in calculating the 20% limit. The 20%
limit will be waived if your account value in Fixed Plus Account is $1,000 or
less.


Income Phase. Amounts accumulating under the Fixed Plus Account can be
transferred to the subaccounts to fund variable lifetime income options during
the income phase. However, Fixed Plus Account values may not be used to fund
nonlifetime income options with variable payments.


Systematic Withdrawal Option (SWO). SWO described in "Systematic Distribution
Options," may not be elected if you have requested a Fixed Plus Account transfer
or withdrawal within the past 12 months.


 42
<PAGE>


                                   Appendix IV
                                Fund Descriptions
- --------------------------------------------------------------------------------
                         [will be updated by amendment]


The investment results of the mutual funds (funds) are likely to differ
significantly and there is no assurance that any of the funds will achieve their
respective investment objectives. Shares of the funds will rise and fall in
value and you could lose money by investing in the funds. Shares of the funds
are not bank deposits and are not guaranteed, endorsed or insured by any
financial institution, the Federal Deposit Insurance Corporation or any other
government agency. Except as noted, all funds are diversified, as defined under
the Investment Company Act of 1940.
> Aetna Balanced VP, Inc. seeks to maximize investment return, consistent with
  reasonable safety of principal by investing in a diversified portfolio of one
  or more of the following asset classes: stocks, bonds, and cash equivalents,
  based on the investment adviser's judgment of which of those sectors or mix
  thereof offers the best investment prospects.(1)
> Aetna Income Shares d/b/a Aetna Bond VP seeks to maximize total return,
  consistent with reasonable risk, through investments in a diversified
  portfolio consisting primarily of debt securities. It is anticipated that
  capital appreciation and investment income will both be major factors in
  achieving total return.(1)
> Aetna Variable Fund d/b/a Aetna Growth and Income VP seeks to maximize total
  return through investments in a diversified portfolio of common stocks and
  securities convertible into common stock. It is anticipated that capital
  appreciation and investment income will both be major factors in achieving
  total return.(1)
> Aetna Variable Encore Fund d/b/a Aetna Money Market VP seeks to provide high
  current return, consistent with preservation of capital and liquidity, through
  investment in high-quality money market instruments. An investment in the fund
  is neither insured nor guaranteed by the U.S. Government.(1)
> Aetna Generation Portfolios, Inc.--Aetna Ascent VP seeks to provide capital
  appreciation. The Portfolio is designed for investors who generally have an
  investment horizon exceeding 15 years and who have a high level of risk
  tolerance.(1)
> Aetna Generation Portfolios, Inc.--Aetna Crossroads VP seeks to provide total
  return (i.e., income and capital appreciation, both realized and unrealized).
  The Portfolio is designed for investors who generally have an investment
  horizon exceeding 10 years and who have a moderate level of risk tolerance.(1)
> Aetna Generation Portfolios, Inc.--Aetna Legacy VP seeks to provide total
  return consistent with preservation of capital. The Portfolio is designed for
  investors who generally have an investment horizon exceeding five years and
  who have a low level of risk tolerance.(1)
> Aetna Variable Portfolios, Inc.--Aetna Growth VP seeks growth of capital
  through investment in a diversified portfolio of common stocks and securities
  convertible into common stocks believed to offer growth potential.(1)
> Aetna Variable Portfolios, Inc.--Aetna High Yield VP seeks high current income
  and growth of capital primarily through investment in a diversified portfolio
  of fixed-income securities rated lower than BBB- by Standard and Poor's
  Corporation or lower than Baa3 by Moody's Investors Service, Inc.(1)
> Aetna Variable Portfolios, Inc.--Aetna Index Plus Large Cap VP seeks to
  outperform the total return performance of the Standard & Poor's 500 Composite
  Index (S&P 500), while maintaining a market level of risk.(1)
> Aetna Variable Portfolios, Inc.--Aetna Index Plus Mid Cap VP seeks to
  outperform the total return performance of the Standard & Poor's MidCap 400
  Index (S&P 400), while maintaining a market level of risk.(1)
> Aetna Variable Portfolios, Inc.--Aetna Index Plus Small Cap VP seeks to
  outperform the total return performance of the Standard & Poor's SmallCap 600
  Index (S&P 600), while maintaining a market level of risk.(1)
> Aetna Variable Portfolios, Inc.--Aetna International VP seeks long-term
  capital growth primarily through investment in a diversified portfolio of
  common stocks principally traded in countries outside of the U.S. Aetna
  International VP will not target any given level of current income.(1)
> Aetna Variable Portfolios, Inc.--Aetna Real Estate Securities VP seeks maximum
  total return primarily through investment in a diversified portfolio of equity
  securities issued by real estate companies, the majority of which are real
  estate investment trusts (REITs).(1)


                                                                              43
<PAGE>

> Aetna Variable Portfolios, Inc.--Aetna Small Company VP seeks growth of
  capital primarily through investment in a diversified portfolio of common
  stocks and securities convertible into common stocks of companies with smaller
  market capitalizations.(1)

> Aetna Variable Portfolios, Inc.--Aetna Technology VP seeks long-term capital
  appreciation.

> Aetna Variable Portfolios, Inc.--Aetna Value Opportunity VP seeks growth of
  capital primarily through investment in a diversified portfolio of common
  stocks and securities convertible into common stocks.(1)(a)
> AIM V.I. Capital Appreciation Fund seeks growth of capital through investment
  in common stocks, with emphasis on medium- and small-sized growth
  companies.(2)
> AIM V.I. Growth Fund seeks growth of capital primarily by investing in
  seasoned and better capitalized companies considered to have strong earnings
  momentum.(2)
> AIM V.I. Growth and Income Fund seeks growth of capital with a secondary
  objective of current income. (2)
> AIM V.I. Value Fund seeks to achieve long-term growth of capital by investing
  primarily in equity securities judged by the fund's investment advisor to be
  undervalued relative to the investment advisor's appraisal of the current or
  projected earnings of the companies issuing the securities, or relative to
  current market values of assets owned by the companies issuing the securities
  or relative to the equity market generally. Income is a secondary
  objective.(2)
> Calvert Social Balanced Portfolio is a nondiversified portfolio that seeks to
  achieve a competitive total return through an actively managed, nondiversified
  portfolio of stocks, bonds, and money market instruments which offer income
  and capital growth opportunity and which satisfy the investment and social
  criteria established for the Portfolio.(3)
> Fidelity Variable Insurance Products Fund--Equity-Income Portfolio seeks
  reasonable income. The fund will also consider the potential for capital
  appreciation. The fund seeks a yield which exceeds the composite yield on the
  securities comprising the S&P 500.(4)
> Fidelity Variable Insurance Products Fund--Growth Portfolio seeks capital
  appreciation by investing primarily in common stocks of companies the
  investment adviser believes have above-average growth potential.(4)
> Fidelity Variable Insurance Products Fund--Overseas Portfolio seeks long-term
  growth of capital by investing in foreign securities, primarily in common
  stocks.(4)
> Fidelity Variable Insurance Products Fund II--Contrafund Portfolio seeks long
  term capital appreciation by investing primarily in common stocks of companies
  whose value the investment adviser believes is not fully recognized by the
  public.(4)

> Janus Aspen Series--Aggressive Growth Portfolio is a nondiversified portfolio
  that seeks long-term growth of capital. The Portfolio pursues its investment
  objective by investing primarily in common stocks selected for their growth
  potential, and normally invests at least 50% of its equity assets in
  medium-sized companies. Medium-sized companies are those whose market
  capitalizations at the time of investment fall within the range of companies
  in the S&P MidCap 400 Index. Market capitalization is a commonly used measure
  of the size and value of a company. The market capitalizations within the
  Index will vary, but as of December 31, 1999, they ranged from approximately
  $     million to $    billion.(5)

> Janus Aspen Series--Balanced Portfolio seeks long-term capital growth,
  consistent with preservation of capital and balanced by current income. The
  Portfolio pursues its investment objective by normally investing 40%-60% of
  its assets in securities selected primarily for their growth potential and
  40%-60% of its assets in securities selected primarily for their income
  potential. This Portfolio normally invests at least 25% of its assets in
  fixed-income securities.(5)
> Janus Aspen Series--Flexible Income Portfolio seeks to obtain maximum total
  return, consistent with preservation of capital. The Portfolio pursues its
  investment objective by primarily investing in a wide variety of
  income-producing securities such as corporate bonds and notes, government
  securities and preferred stock. As a fundamental policy, the Portfolio will
  invest at least 80% of its assets in income-producing securities. The
  Portfolio may own an unlimited amount of high-yield/high-risk securities, and
  these may be a big part of the portfolio. This Portfolio generates total
  return from a combination of current income and capital appreciation, but
  income is usually the dominant portion.(5)
> Janus Aspen Series--Growth Portfolio seeks long-term growth of capital in a
  manner consistent with the preservation of capital. The Portfolio pursues


 44
<PAGE>

  its investment objective by investing primarily in common stocks selected
  for their growth potential. Although the Portfolio can invst in companies
  of any size, it generally invests in larger, more established issuers.(5)
> Janus Aspen Series--Worldwide Growth Portfolio seeks long-term growth of
  capital in a manner consistent with the preservation of capital. The Portfolio
  pursues its investment objective by investing primarily in common stocks of
  companies of any size throughout the world. The Portfolio normally invests in
  issuers from at least five different countries, including the United States.
  The Portfolio may at times invest in fewer than five countries or even a
  single country.(5)
> Lexington Natural Resources Trust is a nondiversified portfolio that seeks
  long-term growth of capital through investment primarily in common stocks of
  companies which own or develop natural resources and other basic commodities
  or supply goods and services to such companies.(6)
> Oppenheimer Global Securities Fund/VA seeks long-term capital appreciation by
  investing a substantial portion of its assets in securities of foreign
  issuers, "growth-type" companies, cyclical industries and special situations
  which are considered to have appreciation possibilities.(7)
> Oppenheimer Strategic Bond Fund/VA seeks a high level of current income
  principally derived from interest on debt securities and seeks to enhance such
  income by writing covered call options on debt securities.(7) > Portfolio

> Partners, Inc.--MFS Capital Opportunities Portfolio seeks capital
  appreciation.(8)(a)
> Portfolio Partners, Inc.--MFS Emerging Equities Portfolio seeks long-term
  growth of capital.(8)(a)
> Portfolio Partners, Inc.--MFS Research Growth Portfolio seeks long-term growth
  of capital and future income.(8)(a)
> Portfolio Partners, Inc.--Scudder International Growth Portfolio seeks
  long-term growth of capital.(8)(b)
> Portfolio Partners, Inc.--T. Rowe Price Growth Equity Portfolio seeks
  long-term capital growth, and, secondarily, increasing dividend income.(8)(c)


Investment Advisers for each of the funds:

(1) Aeltus Investment Management, Inc. (adviser)
(2) AIM Advisors, Inc.
(3) Calvert Asset Management Company, Inc.
(4) Fidelity Management & Research Company (adviser)
(5) Janus Capital Corporation
(6) Lexington Management Corporation (adviser)
    Market Systems Research Advisors, Inc. (subadviser)
(7) OppenheimerFunds, Inc.
(8) Aetna Life Insurance and Annuity Company (adviser)
    (a) Massachusetts Financial Services Company (subadviser)
    (b) Scudder Kemper Investments, Inc. (subadviser)
    (c) T. Rowe Price Associates, Inc. (subadviser)

                                                                              45
<PAGE>

       Updated Condensed Financial Information will be filed by Amendment

================================================================================

                                  Appendix V
                        Condensed Financial Information


                                    TABLE I
          FOR CONTRACTS WITH TOTAL SEPARATE ACCOUNT CHARGES OF 0.75%
   (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, 1998 (as applicable), is derived from
the financial statements of the separate account, which have been audited by
independent auditors. The financial statements and the independent auditors'
report thereon for the year ended December 31, 1998 are included in the
Statement of Additional Information. The accumulation unit values reflect a
mortality and expense risk charge of 1.25% until February 23, 1996, when the
mortality and expense risk charge was reduced to 0.75% during the accumulation
phase. It will increase to 1.25% during the income phase.


<TABLE>
<CAPTION>
                                       1998               1997           1996              1995
                                     ---------          ---------     ---------         ---------
<S>                                  <C>                <C>           <C>               <C>
AETNA ASCENT VP
Value at beginning of period           $15.535            $13.055       $10.652           $10.000(1)
Value at end of period                 $16.082            $15.535       $13.055           $10.652
Number of accumulation units
 outstanding at end of period          104,608             90,134        35,959            16,791
AETNA BALANCED VP, INC
Value at beginning of period           $19.166            $15.765       $13.803           $10.971
Value at end of period                 $22.244            $19.166       $15.765           $13.803
Number of accumulation units
 outstanding at end of period        1,798,425          1,970,116     2,141,189         6,430,772
AETNA BOND VP
Value at beginning of period           $13.486            $12.546       $12.212           $10.457
Value at end of period                 $14.475            $13.486       $12.546           $12.212
Number of accumulation units
 outstanding at end of period        2,012,308          1,921,538     2,206,334         4,853,662
AETNA CROSSROADS VP
Value at beginning of period           $14.566            $12.483       $10.594           $10.000(1)
Value at end of period                 $15.312            $14.566       $12.483           $10.594
Number of accumulation units
 outstanding at end of period          119,246            100,256        26,260            16,953
AETNA GROWTH VP
Value at beginning of period           $13.239(5)
Value at end of period                 $18.067
Number of accumulation units
 outstanding at end of period          428,697
AETNA GROWTH AND
INCOME VP
Value at beginning of period           $22.233            $17.246       $13.972           $10.698
Value at end of period                 $25.265            $22.233       $17.246           $13.972
Number of accumulation units
 outstanding at end of period       12,975,484         14,879,862    14,930,380        30,554,957
AETNA HIGH YIELD VP
Value at beginning of period            $9.941(7)
Value at end of period                  $9.244
Number of accumulation units
 outstanding at end of period           24,320
AETNA INDEX PLUS LARGE
CAP VP
Value at beginning of period           $14.538            $10.940       $10.000(8)
Value at end of period                 $18.989            $14.538       $10.940
Number of accumulation units
 outstanding at end of period        1,060,363            485,417        72,973
AETNA INDEX PLUS MID
CAP VP
Value at beginning of period            $9.950(9)
Value at end of period                 $10.928
Number of accumulation units
 outstanding at end of period           16,207
AETNA INDEX PLUS SMALL
CAP VP
Value at beginning of period            $9.407(7)
Value at end of period                  $8.846
Number of accumulation units
 outstanding at end of period           53,460
</TABLE>

<TABLE>
<CAPTION>
                                       1994        1993            1992            1991        1990           1989
                                    ---------     -------        -------        ---------     -------        -------
<S>                                 <C>           <C>            <C>            <C>           <C>            <C>
AETNA ASCENT VP
Value at beginning of period
Value at end of period
Number of accumulation units
 outstanding at end of period
AETNA BALANCED VP, INC
Value at beginning of period          $11.164     $10.286        $12.717(2)       $10.882     $10.423        $10.000(3)
Value at end of period                $10.971     $11.164        $10.286          $12.717     $10.882        $10.423
Number of accumulation units
 outstanding at end of period       3,541,703     318,711          6,537        1,324,822     984,798        639,219
AETNA BOND VP
Value at beginning of period          $11.006     $10.160        $37.815(4)       $32.066     $29.752        $26.291
Value at end of period                $10.457     $11.006        $10.160          $37.815     $32.066        $29.752
Number of accumulation units
 outstanding at end of period       1,988,960     166,913          4,196          427,893     358,454        366,176
AETNA CROSSROADS VP
Value at beginning of period
Value at end of period
Number of accumulation units
 outstanding at end of period
AETNA GROWTH VP
Value at beginning of period
Value at end of period
Number of accumulation units
 outstanding at end of period
AETNA GROWTH AND
INCOME VP
Value at beginning of period          $10.940     $10.378        $84.249(6)       $67.496     $66.174        $51.900
Value at end of period                $10.698     $10.940        $10.378          $84.249     $67.496        $66.174
Number of accumulation units
 outstanding at end of period      11,117,383     879,670          3,107          908,777     810,126        831,547
AETNA HIGH YIELD VP
Value at beginning of period
Value at end of period
Number of accumulation units
 outstanding at end of period
AETNA INDEX PLUS LARGE
CAP VP
Value at beginning of period
Value at end of period
Number of accumulation units
 outstanding at end of period
AETNA INDEX PLUS MID
CAP VP
Value at beginning of period
Value at end of period
Number of accumulation units
 outstanding at end of period
AETNA INDEX PLUS SMALL
CAP VP
Value at beginning of period
Value at end of period
Number of accumulation units
 outstanding at end of period
</TABLE>


 46

<PAGE>


                          For Master Applications Only
- --------------------------------------------------------------------------------

I hereby acknowledge receipt of an Account B Group Deferred Variable Prospectus
dated May 1, 2000 for Employer-Sponsored Deferred Compensation Plans, as well as
all current prospectuses pertaining to the variable investment options available
under the Contracts.

- --- Please send an Account B Statement of Additional Information (Form No.
SAI.75996-00) dated May 1, 2000.



- --------------------------------------------------------------------------------
                           CONTRACT HOLDER'S SIGNATURE



- --------------------------------------------------------------------------------
                                      DATE


PROS.75996-00


 58
<PAGE>


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



              Statement of Additional Information dated May 1, 2000


             Group Variable Annuity Contracts for Employer-Sponsored
                           Deferred Compensation Plans

This Statement of Additional Information is not a prospectus and should be read
in conjunction with the current prospectus for Variable Annuity Account B (the
"Separate Account") dated May 1, 2000.

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
                                 1-800-262-3862


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..........................................
Variable Annuity Account B...............................................
Offering and Purchase of Contracts.......................................
Performance Data.........................................................
       General...........................................................
       Average Annual Total Return Quotations............................
Income Phase Payments....................................................
Sales Material and Advertising...........................................
Independent Auditors.....................................................
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," we, us, our) 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, 1999, the Company and
its subsidiary life company had $__ billion invested through their products,
including $__ billion in their separate accounts (of which the Company or its
subsidiary, Aeltus Investment Management, Inc. oversees the management of $__
billion). The Company is ranked based on assets among the top _% of all life
insurance companies rated by A.M. Best Company as of December 31, 199. The
Company is an indirect wholly owned subsidiary of Aetna Inc. The Company is
engaged in the business of issuing life insurance policies and annuity
contracts. Our 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 a registered investment adviser under the
Investment Advisers Act of 1940, and a registered broker-dealer under the
Securities Exchange Act of 1934. We provide investment advice to several of the
registered management investment companies offered as variable investment
options under the contracts funded by the separate account (see "Variable
Annuity Account B" below).


Other than the mortality and expense risk charge and administrative expense
charge described in the prospectus, all expenses incurred in the operations of
the separate account are borne by the Company. See "Fees" in the prospectus. We
receive reimbursement for certain administrative costs from some advisers of the
funds used as funding options under the contract. These fees generally range up
to 0.475%.


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.

From this point forward, the term "contract(s)" refers only to those offered
through the prospectus.

                           VARIABLE ANNUITY ACCOUNT B

Variable Annuity Account B 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.
Payments to accounts under the contract may be allocated to one or more of the
subaccounts. Each subaccount invests in the shares of only one of the funds
listed below. We 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,
under all contracts, or under all plans.


                                       2
<PAGE>


The funds currently available under the contract are as follows:


<TABLE>
<S>                                                                <C>
o  Aetna Ascent VP                                                 o Fidelity Variable Insurance Products Fund (VIP) Growth
o  Aetna Balanced VP, Inc.                                           Portfolio
o  Aetna Income Shares d/b/a Aetna Bond VP                         o Fidelity Variable Insurance Products Fund (VIP) Overseas
o  Aetna Crossroads VP                                               Portfolio
o  Aetna Growth VP                                                 o Fidelity Variable Insurance Products Fund (VIP II)
o  Aetna Variable Fund d/b/a Aetna Growth and Income VP              Contrafund Portfolio
o Aetna High Yield VP*                                             o Janus Aspen Aggressive Growth Portfolio
o Aetna Index Plus Large Cap VP                                    o Janus Aspen Balanced Portfolio
o Aetna Index Plus Mid Cap VP                                      o Janus Aspen Flexible Income Portfolio
o Aetna Index Plus Small Cap VP                                    o Janus Aspen Growth Portfolio
o Aetna International VP                                           o Janus Aspen Worldwide Growth Portfolio
o Aetna Legacy VP                                                  o Lexington Natural Resources Trust**
o Aetna Variable Encore Fund d/b/a Aetna Money Market VP           o Oppenheimer Global Securities Fund
o Aetna Real Estate Securities VP*                                 o Oppenheimer Strategic Bond Fund
o Aetna Small Company VP                                           o Portfolio Partners, Inc. (PPI) MFS Capital Opportunities
o Aetna Technology VP                                                Portfolio formerly known as Value Equity Portfolio
o Aetna Value Opportunity VP                                       o Portfolio Partners, Inc. (PPI) MFS Emerging Equities Portfolio
o AIM V.I. Capital Appreciation Fund                               o Portfolio Partners, Inc. (PPI) MFS Research Growth Portfolio
o AIM V.I. Growth Fund                                             o Portfolio Partners, Inc. (PPI) Scudder International Growth
o AIM V.I. Growth and Income Fund                                    Portfolio
o AIM V.I. Value Fund                                              o Portfolio Partners, Inc. (PPI) T. Rowe Price Growth Equity
o Calvert Social Balanced Portfolio                                  Portfolio
o Fidelity Variable Insurance Products Fund (VIP) Equity-
  Income Portfolio
</TABLE>

*    Effective July 15, 2000, transfers or deposits are not allowed into the
     subaccount investing in this fund, except from customers with standing
     instructions (e.g., payroll deduction allocations, dollar cost averaging)
     in effect prior to this date.
**   Transfer or deposits are not allowed into the subaccount investing in this
     fund, except from accounts established under the contract before May 1,
     1998. As soon as all those who have current allocations to the subaccount
     under the contract have redirected their allocations to other investment
     options, we will close the subaccount to all investments.


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


                       OFFERING AND PURCHASE OF CONTRACTS

The Company is both the depositor and the principal underwriter for the
securities sold by the prospectus. We offer the contracts through life insurance
agents licensed to sell variable annuities who are registered representatives of
the Company or of other registered broker-dealers who have sales agreements with
the Company. The offering of the contracts is continuous. A description of the
manner in which contracts are purchased may be found in the prospectus under the
sections entitled "Contract Ownership and Rights" and "Your Account Value."


                                PERFORMANCE DATA

GENERAL

From time to time, we may advertise different types of historical performance
for the subaccounts of the separate account available under the contracts. We
may advertise the "standardized average annual total returns," calculated in a
manner prescribed by the Securities and Exchange Commission (the "standardized
return"), as well as "non-standardized returns," both of which are described
below.


The standardized and non-standardized total return figures are computed
according to a formula in which a hypothetical initial purchase payment of
$1,000 is applied to the various subaccounts under the contract, and then
related to the ending redeemable values over one, five and ten year periods (or
fractional periods thereof). The redeemable value is then divided by the initial
investment and this quotient is taken to the Nth root (N



                                       3
<PAGE>


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 the date contributions were first received in the corresponding
subaccount of the separate account 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, administrative expense charges, if
any, and early withdrawal 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 subaccount's investment performance was based on
the performance of the underlying fund plus any cash held by the subaccount.

The non-standardized figures will be calculated in a similar manner, except that
they will not reflect the deduction of any applicable early withdrawal charge,
and in some advertisements will also exclude the effect of the maintenance fee.
The deduction of the early withdrawal charge and the maintenance fee would
decrease the level of performance shown if reflected in these calculations. The
non-standardized figures may also include monthly, quarterly, year-to-date and
three year periods, and may include returns calculated from the fund's inception
date and/or the date contributions were first received in the corresponding
subaccount of the separate account. The non-standardized returns shown in the
tables below reflect the deduction of all charges under the contract except the
early withdrawal charge. The maintenance fee has been deducted for the purposes
of calculating the returns.


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

   AVERAGE ANNUAL TOTAL RETURN QUOTATIONS - Standardized and Non-Standardized

The tables below show the average annual standardized and non-standardized total
return quotation figures for the periods ended December 31, 1999 for the
subaccounts under installment payment accounts with a $20 annual maintenance
fee. Both sets of returns below reflect a mortality and expense risk charge of
1.25% annually and the 0.25% administrative expense charge applicable under some
contracts. The non-standardized returns do not reflect the deduction of the
early withdrawal charge. We may also advertise returns based on other fee
schedules that apply to a particular contract holder. These fee schedules may
result in higher returns than those shown.

For the subaccounts funded by the Portfolio Partners portfolios, two sets of
performance returns are shown for each subaccount: one showing performance based
solely on the performance of the Portfolio Partners portfolio from November 28,
1997, the date the Portfolio commenced operations; and one quotation based on
(a) performance through November 26, 1997 of the fund it replaced under many
contracts and; (b) after November 26, 1997, based on the performance of the
Portfolio Partners portfolio.

For those subaccounts where results are not available for the full calendar
period indicated, performance for such partial periods is shown in the column
labeled "Since Inception." For standardized performance, the "Since Inception"
column shows the average annual return since the date contributions were first
received in the fund under the separate account. For non-standardized
performance, the "Since Inception" column shows average annual total return
since the fund's inception date.


                                       4
<PAGE>

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

                                                                                                                          Date
                                                                                                                     Contributions
                                                                                                                    First Received
                              SUBACCOUNT                                         Standardized                         Under the
                                                                                                                    Separate Account
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                        Since
                                                                   1 Year      5 Year     10 Year     Inception*
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                                      <C>
Aetna Ascent VP                                                                                                          08/31/1995
- ------------------------------------------------------------------------------------------------------------------------------------
Aetna Balanced VP, Inc.                                                                                                  06/30/1989
- ------------------------------------------------------------------------------------------------------------------------------------
Aetna Bond VP(1)
- ------------------------------------------------------------------------------------------------------------------------------------
Aetna Crossroads VP                                                                                                      08/31/1995
- ------------------------------------------------------------------------------------------------------------------------------------
Aetna Growth VP                                                                                                          05/30/1997
- ------------------------------------------------------------------------------------------------------------------------------------
Aetna Growth and Income VP(1)
- ------------------------------------------------------------------------------------------------------------------------------------
Aetna High Yield VP                                                                                                      05/21/1998
- ------------------------------------------------------------------------------------------------------------------------------------
Aetna Index Plus Large Cap VP                                                                                            10/31/1996
- ------------------------------------------------------------------------------------------------------------------------------------
Aetna Index Plus Mid Cap VP                                                                                              05/04/1998
- ------------------------------------------------------------------------------------------------------------------------------------
Aetna Index Plus Small Cap VP                                                                                            05/04/1998
- ------------------------------------------------------------------------------------------------------------------------------------
Aetna International VP                                                                                                   05/05/1998
- ------------------------------------------------------------------------------------------------------------------------------------
Aetna Legacy VP                                                                                                          08/31/1995
- ------------------------------------------------------------------------------------------------------------------------------------
Aetna Money Market VP(1)(2)
- ------------------------------------------------------------------------------------------------------------------------------------
Aetna Real Estate Securities VP                                                                                          05/06/1998
- ------------------------------------------------------------------------------------------------------------------------------------
Aetna Small Company VP                                                                                                   05/30/1997
- ------------------------------------------------------------------------------------------------------------------------------------
Aetna Value Opportunity VP                                                                                               05/30/1997
- ------------------------------------------------------------------------------------------------------------------------------------
Calvert Social Balanced Portfolio                                                                                        11/30/1992
- ------------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Equity-Income Portfolio                                                                                     12/30/1994
- ------------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Growth Portfolio                                                                                            12/30/1994
- ------------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Overseas Portfolio                                                                                          01/31/1995
- ------------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP II Contrafund Portfolio                                                                                     06/30/1995
- ------------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Aggressive Growth Portfolio                                                                                  10/31/1994
- ------------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Balanced Portfolio                                                                                           01/31/1995
- ------------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Flexible Income Portfolio                                                                                    10/31/1994
- ------------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Growth Portfolio                                                                                             07/29/1994
- ------------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Worldwide Growth Portfolio                                                                                   04/28/1995
- ------------------------------------------------------------------------------------------------------------------------------------
Lexington Natural Resources Trust                                                                                        05/28/1993
- ------------------------------------------------------------------------------------------------------------------------------------
Oppenheimer Global Securities Fund/VA                                                                                    05/30/1997
- ------------------------------------------------------------------------------------------------------------------------------------
Oppenheimer Strategic Bond Fund/VA                                                                                       05/30/1997
- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------
PPI MFS Emerging Equities Portfolio                                                                                      11/28/1997
- ------------------------------------------------------------------------------------------------------------------------------------
Alger American Small Cap/PPI MFS Emerging Equities(3)                                                                    09/30/1993
- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------
PPI MFS Research Growth Portfolio                                                                                        11/28/1997
- ------------------------------------------------------------------------------------------------------------------------------------
American Century VP Capital Appreciation/PPI MFS Research Growth(3)                                                      08/31/1992
- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------
PPI MFS Capital Opportunities Portfolio                                                                                  11/28/1997
- ------------------------------------------------------------------------------------------------------------------------------------
Neuberger Berman AMT Growth/PPI MFS Capital Opportunities Value Equity                                                   11/30/1992
Portfolio(3)
- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------
PPI Scudder International Growth Portfolio                                                                               11/28/1997
- ------------------------------------------------------------------------------------------------------------------------------------
Scudder International Portfolio Class A/PPI Scudder International
Growth(3)                                                                                                                08/31/1992
- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------
PPI T. Rowe Price Growth Equity Portfolio                                                                                11/28/1997
- ------------------------------------------------------------------------------------------------------------------------------------
Alger American Growth/PPI T. Rowe Price Growth Equity(3)                                                                 02/28/1995
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


Please refer to the discussion preceding the tables for an explanation of the
charges included and methodology used in the standardized and non-standardized
figures. These figures represent historical performance and should not be
considered a projection of future performance.


                                       5
<PAGE>


* Reflects performance from the date contributions were first received in the
corresponding subaccount of the separate account.

(1)   These funds have been available through the separate account for more than
      ten years.
(2)   The current yield for the subaccount for the 7-day period ended December
      31, 1999 (on an annualized basis) was ____%. Current yield more closely
      reflects current earnings than does total return. The current yield
      reflects the deduction of all charges under the contract that are deducted
      from the total return quotations shown above except the maximum 5% early
      withdrawal charge.

(3)   The fund first listed was replaced with the applicable Portfolio Partners
      Portfolio after the close of business on November 26, 1997. The
      performance shown is based on the performance of the replaced fund until
      November 26, 1997, and the performance of the applicable Portfolio
      Partners Portfolio after that date. The replaced fund may not have been
      available under all contracts. The "Date Contributions First Received
      Under the Separate Account" refers to the applicable date for the replaced
      fund.


                                       6
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------

                                                                                                                            Fund
                              SUBACCOUNT                                         NON-STANDARDIZED                        Inception
                                                                                                                            Date
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                            Since
                              SUBACCOUNT                      1 Year    3 Years    5 Year     10 Year    Inception**
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                                      <C>
 Aetna Ascent VP                                                                                                         07/05/1995
- ------------------------------------------------------------------------------------------------------------------------------------
 Aetna Balanced VP, Inc.                                                                                                 04/03/1989
- ------------------------------------------------------------------------------------------------------------------------------------
 Aetna Bond VP(1)
- ------------------------------------------------------------------------------------------------------------------------------------
 Aetna Crossroads VP                                                                                                     07/05/1995
- ------------------------------------------------------------------------------------------------------------------------------------
 Aetna Growth VP                                                                                                         12/13/1996
- ------------------------------------------------------------------------------------------------------------------------------------
 Aetna Growth and Income VP(1)
- ------------------------------------------------------------------------------------------------------------------------------------
 Aetna High Yield VP                                                                                                     12/10/1997
- ------------------------------------------------------------------------------------------------------------------------------------
 Aetna Index Plus Large Cap VP                                                                                           09/16/1996
- ------------------------------------------------------------------------------------------------------------------------------------
 Aetna Index Plus Mid Cap VP                                                                                             12/16/1997
- ------------------------------------------------------------------------------------------------------------------------------------
 Aetna Index Plus Small Cap VP                                                                                           12/19/1997
- ------------------------------------------------------------------------------------------------------------------------------------
 Aetna International VP                                                                                                  12/22/1997
- ------------------------------------------------------------------------------------------------------------------------------------
 Aetna Legacy VP                                                                                                         07/05/1995
- ------------------------------------------------------------------------------------------------------------------------------------
 Aetna Money Market VP(1)(2)
- ------------------------------------------------------------------------------------------------------------------------------------
 Aetna Real Estate Securities VP                                                                                         12/15/1997
- ------------------------------------------------------------------------------------------------------------------------------------
 Aetna Small Company VP                                                                                                  12/27/1996
- ------------------------------------------------------------------------------------------------------------------------------------
 Aetna Technology VP
- ------------------------------------------------------------------------------------------------------------------------------------
 Aetna Value Opportunity VP                                                                                              12/13/1996
- ------------------------------------------------------------------------------------------------------------------------------------
 AIM V.I. Capital Appreciation Fund                                                                                      05/05/1993
- ------------------------------------------------------------------------------------------------------------------------------------
 AIM V.I. Growth Fund                                                                                                    05/05/1993
- ------------------------------------------------------------------------------------------------------------------------------------
 AIM V.I. Growth and Income Fund                                                                                         05/02/1994
- ------------------------------------------------------------------------------------------------------------------------------------
 AIM V.I. Value Fund                                                                                                     05/05/1993
- ------------------------------------------------------------------------------------------------------------------------------------
 Calvert Social Balanced Portfolio(1)
- ------------------------------------------------------------------------------------------------------------------------------------
 Fidelity VIP Equity-Income Portfolio(1)
- ------------------------------------------------------------------------------------------------------------------------------------
 Fidelity VIP Growth Portfolio(1)
- ------------------------------------------------------------------------------------------------------------------------------------
 Fidelity VIP Overseas Portfolio(1)
- ------------------------------------------------------------------------------------------------------------------------------------
 Fidelity VIP II Contrafund Portfolio                                                                                    01/03/1995
- ------------------------------------------------------------------------------------------------------------------------------------
 Janus Aspen Aggressive Growth Portfolio                                                                                 09/13/1993
- ------------------------------------------------------------------------------------------------------------------------------------
 Janus Aspen Balanced Portfolio                                                                                          09/13/1993
- ------------------------------------------------------------------------------------------------------------------------------------
 Janus Aspen Flexible Income Portfolio                                                                                   09/13/1993
- ------------------------------------------------------------------------------------------------------------------------------------
 Janus Aspen Growth Portfolio                                                                                            09/13/1993
- ------------------------------------------------------------------------------------------------------------------------------------
 Janus Aspen Worldwide Growth Portfolio                                                                                  09/13/1993
- ------------------------------------------------------------------------------------------------------------------------------------
 Lexington Natural Resources Trust                                                                                       10/14/1991
- ------------------------------------------------------------------------------------------------------------------------------------
 Oppenheimer Global Securities Fund/VA                                                                                   11/12/1990
- ------------------------------------------------------------------------------------------------------------------------------------
 Oppenheimer Strategic Bond Fund/VA                                                                                      05/03/1993
- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------
 PPI MFS Capital Opportunities Portfolio                                                                                 11/28/1997
- ------------------------------------------------------------------------------------------------------------------------------------
 Neuberger Berman AMT Growth/PPI MFS Capital Opportunities
 Portfolio(3)
- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------
 PPI MFS Emerging Equities Portfolio                                                                                     11/28/1997
- ------------------------------------------------------------------------------------------------------------------------------------
 Alger American Small Cap/PPI MFS Emerging Equities(3)
- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------
 PPI MFS Research Growth Portfolio                                                                                       11/28/1997
- ------------------------------------------------------------------------------------------------------------------------------------
 American Century VP Capital Appreciation/PPI MFS Research Growth(3)
- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------
 PPI Scudder International Growth Portfolio                                                                              11/28/1997
- ------------------------------------------------------------------------------------------------------------------------------------
 Scudder International Portfolio Class A/PPI Scudder International
 Growth(3)
- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------
 PPI T. Rowe Price Growth Equity Portfolio                                                                               11/28/1997
- ------------------------------------------------------------------------------------------------------------------------------------
 Alger American Growth/PPI T. Rowe Price Growth Equity(3)                                                                01/09/1989
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>



                                       7
<PAGE>

Please refer to the discussion preceding the tables for an explanation of the
charges included and methodology used in the standardized and non-standardized
figures. These figures represent historical performance and should not be
considered a projection of future performance.
**    Reflects performance from the fund's inception date.

(1)   These funds have been in operation for more than ten years.
(2)   The current yield for the subaccount for the 7-day period ended December
      31, 1999 (on an annualized basis) was ____%. Current yield more closely
      reflects current earnings than does total return. The current yield
      reflects the deduction of all charges under the contract that are deducted
      from the total return quotations shown above. As in the table above, the
      maximum 5% early withdrawal charge is not reflected.

(3)   The fund first listed was replaced with the applicable Portfolio Partners
      Portfolio after the close of business on November 26, 1997. The
      performance shown is based on the performance of the replaced fund until
      November 26, 1997, and the performance of the applicable Portfolio
      Partners Portfolio after that date. The replaced fund may not have been
      available under all contracts. The "Fund Inception Date" refers to the
      applicable date for the replaced fund. If no date is shown, the replaced
      fund has been in operation for more than ten years.


                                       8
<PAGE>

                              INCOME PHASE PAYMENTS


When you begin receiving payments under the contract during the income phase
(see "The Income Phase" in the prospectus), the value of your account is
determined using accumulation unit values as of the tenth valuation before the
first income phase payment is due. Such value (less any applicable premium tax)
is applied to provide payments to you in accordance with the income phase
payment option and investment options elected.

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

When the income phase 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 payment based upon 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 to the next (see "Your
Account Value" in the prospectus); such fluctuations reflect changes in the net
investment factor for the appropriate subaccount(s) (with a ten valuation lag
which gives the Company time to process 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 income phase.


EXAMPLE:
- --------
Assume that, at the date income phase payments are to begin, there are 3,000
accumulation units credited under a particular contract or account and that the
value of an accumulation unit for the tenth valuation 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 income phase payment option elected, a first monthly
variable income phase payment of $6.68 per $1000 of value applied; the
annuitant's first monthly income phase payment would thus be 40.950 multiplied
by $6.68, or $273.55.

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

If the net investment factor with respect to the appropriate subaccount is
1.0015000 as of the tenth valuation preceding the due date of the second monthly
income phase 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 (assume such value to be
$13.504376) to produce an Annuity Unit value of $13.523359 for the valuation
occurring when the second income phase payment is due.


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


                                       9
<PAGE>


The second monthly income phase 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.



                         SALES MATERIAL AND ADVERTISING

We may include hypothetical illustrations in our sales literature that explain
the mathematical principles of dollar cost averaging, compounded interest, tax
deferred accumulation, and the mechanics of variable annuity contracts. We may
also discuss the difference between variable annuity contracts and other types
of savings or investment products such as personal savings accounts and
certificates of deposit.

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

We may publish in advertisements and reports, the ratings and other information
assigned to us by one or more independent rating organizations such as A.M. Best
Company, Duff & Phelps, Standard & Poor's Corporation and Moody's Investors
Service, 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 categorize the underlying funds in terms of the
asset classes they represent and use such categories in marketing materials for
the contracts. 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 such as The Wall
Street Journal, Money magazine, USA Today and The VARDS Report.

We 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


________________, 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.


                                       10
<PAGE>



                              FINANCIAL STATEMENTS

                           [To be filed by Amendment]





                                       11
<PAGE>





Form No. SAI.75996-00                                         ALIAC Ed. May 2000


                                       12
<PAGE>


                           VARIABLE ANNUITY ACCOUNT B
                           PART C - OTHER INFORMATION

Item 24.    Financial Statements and Exhibits
- -----------------------------------------------
     (a) Financial Statements:
         (1)      Included in Part A: **
                  Condensed Financial Information
         (2)      Included in Part B:  **
                  Financial Statements of Variable Annuity Account B:
                  -   Statement of Assets and Liabilities as of
                      December 31, 1999
                  -   Statements of Operations and Changes in Net Assets for the
                      years ended December 31, 1999 and 1998
                  -   Condensed Financial Information for the year ended
                      December 31, 1999
                  -   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, 1999, 1998 and 1997
                  -   Consolidated Balance Sheets as of December 31, 1997 and
                      1998
                  -   Consolidated Statements of Changes in Shareholder's Equity
                      for the years ended December 31, 1999, 1998 and 1997
                  -   Consolidated Statements of Cash Flows for the years ended
                      December 31, 1999, 1998 and 1997
                  -   Notes to Consolidated Financial Statements

**To be filed by amendment

     (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)    Broker-Dealer Agreement(2)
         (3.2)    Alternative Form of Wholesaling Agreement and Related Selling
                  Agreement(3)
         (4.1)    Variable Annuity Contract (G-CDA-HF)(4)
         (4.2)    Variable Annuity Contract (IA-CDA-IA)(4)
         (4.3)    Variable Annuity Contract (G-CDA-HD)(5)
         (4.4)    Variable Annuity Contracts (GID-CDA-HO), (GLID-CDA-HO) and
                  (GSD-CDA-HO)(6)
         (4.5)    Variable Annuity Contract Certificate (GDCC-HO) to Contracts
                  GID-CDA-HO, GLID-CDA-HO and GSD-CDA-HO
         (4.6)    Variable Annuity Contract (I-CDA-HD)(7)
<PAGE>
         (4.7)    Variable Annuity Contract (ISE-CDA-HO)
         (4.8)    Form of Endorsement EGATHDF-00 to Contracts G-CDA-HD and
                  G-CDA-HF
         (4.9)    Form of Endorsement EGATHO-00 to Contracts GLID-CDA-HO and
                  GID-CDA-HO
         (4.10)   Form of Endorsement EGAT-GSDHO-00 to Contract GSD-CDA-HO
         (4.11)   Endorsement (EGET-IC(R)) to Contracts G-CDA-HF and G-CDA-HD(3)
         (4.12)   Endorsements (EIGET-IC(R)) and (EIGF-IC) to Contracts
                  IA-CDA-IA and I-CDA-HD(8)
         (4.13)   Endorsement (EFUND97) to Contracts GID-CDA-HO, GLID-CDA-HO
                  GSD-CDA-HO and ISE-CDA-HO(4)
         (4.14)   Endorsement (E98-G-CDA-HF/HD) to Contracts G-CDA-HF and
                  G-CDA-HD(9)
         (4.15)   Endorsement (E98-CDA-HO) to Contracts GLID-CDA-HO, GID-CDA-HO
                  and GSD-CDA-HO(10)
         (4.16)   Endorsement (EGETE-IC(R)) to Contracts GLID-CDA-HO, GID-CDA-HO
                  and GSD-CDA-HO(10)
         (4.17)   Endorsement (EGET(99)) to Contracts G-CDA-HF, IA-CDA-IA,
                  G-CDA-HD, GID-CDA-HO, GLID-CDA-HO, GSD-CDA-HO, I-CDA-HD, and
                  ISE-CDA-HO(11)
         (5.1)    Variable Annuity Contract Application (300-GTD-IA)(12)
         (5.2)    Variable Annuity Contract Application (710.00.141)(13)
         (6.1)    Certificate of Incorporation of Aetna Life Insurance and
                  Annuity Company(14)
         (6.2)    Amendment of Certificate of Incorporation of Aetna Life
                  Insurance and Annuity Company(7)
         (6.3)    By-Laws as amended September 17, 1997 of Aetna Life Insurance
                  and Annuity Company(15)
         (7)      Not applicable
         (8.1)    Fund Participation Agreement between Aetna Life Insurance and
                  Annuity Company and AIM dated June 30, 1998(16)
         (8.2)    Service Agreement between Aetna Life Insurance and Annuity
                  Company and AIM effective June 30, 1998(17)
         (8.3)    Fund Participation Agreement by and among Aetna Life Insurance
                  and Annuity Company and Aetna Variable Fund, Aetna Variable
                  Encore Fund, Aetna Income Shares, Aetna Balanced VP, Inc.,
                  Aetna GET Fund on behalf of each of its series, Aetna
                  Generation Portfolios, Inc. on behalf of each of its series,
                  Aetna Variable Portfolios, Inc. on behalf of each of its
                  series, and Aeltus Investment Management, Inc. dated as of
                  May 1, 1998(2)
         (8.4)    Amendment dated November 9, 1998 to Fund Participation
                  Agreement by and among Aetna Life Insurance and Annuity
                  Company and Aetna Variable Fund, Aetna Variable Encore Fund,
                  Aetna Income Shares, Aetna Balanced VP, Inc., Aetna GET Fund
                  on behalf of each of its series, Aetna Generation Portfolios,
                  Inc. on behalf of each of its series, Aetna Variable
                  Portfolios, Inc. on behalf of each of its series, and Aeltus
                  Investment Management, Inc. dated as of May 1, 1998 (17)
<PAGE>
         (8.5)    Second Amendment dated December 31, 1999 to Fund Participation
                  Agreement by and among Aetna Life Insurance and Annuity
                  Company and Aetna Variable Fund, Aetna Variable Encore Fund,
                  Aetna Income Shares, Aetna Balanced VP, Inc., Aetna GET Fund
                  on behalf of each of its series, Aetna Generation Portfolios,
                  Inc. on behalf of each of its series, Aetna Variable
                  Portfolios, Inc. on behalf of each of its series, and Aeltus
                  Investment Management, Inc. dated as of May 1, 1998 and
                  amended on November 9, 1998(18)
         (8.6)    Form of Third Amendment dated ____________, to Fund
                  Participation Agreement by and among Aetna Life Insurance and
                  Annuity Company and Aetna Variable Fund, Aetna Variable Encore
                  Fund, Aetna Income Shares, Aetna Balanced VP, Inc., Aetna GET
                  Fund on behalf of each of its series, Aetna Generation
                  Portfolios, Inc. on behalf of each of its series, Aetna
                  Variable Portfolios, Inc. on behalf of each of its series, and
                  Aeltus Investment Management, Inc. dated as of May 1, 1998 and
                  amended on November 9, 1998 and December 31, 1999(18)
         (8.7)    Service Agreement between Aeltus Investment Management, Inc.
                  and Aetna Life Insurance and Annuity Company in connection
                  with the sale of shares of Aetna Variable Fund, Aetna Variable
                  Encore Fund, Aetna Income Shares, Aetna Balanced VP, Inc.,
                  Aetna GET Fund on behalf of each of its series, Aetna
                  Generation Portfolios, Inc. on behalf of each of its series,
                  and Aetna Variable Portfolios, Inc. on behalf of each of its
                  series dated as of May 1, 1998(2)
         (8.8)    Amendment dated November 4, 1998 to Service Agreement between
                  Aeltus Investment Management, Inc. and Aetna Life Insurance
                  and Annuity Company in connection with the sale of shares of
                  Aetna Variable Fund, Aetna Variable Encore Fund, Aetna Income
                  Shares, Aetna Balanced VP, Inc., Aetna GET Fund on behalf of
                  each of its series, Aetna Generation Portfolios, Inc. on
                  behalf of each of its series and Aetna Variable Portfolios,
                  Inc. on behalf of each of its series dated as of May 1,
                  1998(17)
         (8.9)    Form of Second Amendment dated ________________, 2000 to
                  Service Agreement between Aeltus Investment Management, Inc.
                  and Aetna Life Insurance and Annuity Company in connection
                  with the sale of shares of Aetna Variable Fund, Aetna Variable
                  Encore Fund, Aetna Income Shares, Aetna Balanced VP, Inc.,
                  Aetna GET Fund on behalf of each of its series, Aetna
                  Generation Portfolios, Inc. on behalf of each of its series
                  and Aetna Variable Portfolios, Inc. on behalf of each of its
                  series dated as of May 1, 1998 and November 14, 1998(18)
         (8.10)   Fund Participation Agreement among Calvert Responsibly
                  Invested Balanced Portfolio, Calvert Asset Management Company,
                  Inc. and Aetna Life Insurance and Annuity Company dated
                  December 1, 1997(19)
         (8.11)   Service Agreement between Calvert Asset Management Company,
                  Inc. and Aetna Life Insurance and Annuity Company Dated
                  December 1, 1997(19)
         (8.12)   Fund Participation Agreement between Aetna Life Insurance and
                  Annuity Company, Variable Insurance Products Fund and Fidelity
                  Distributors Corporation
<PAGE>
                  dated February 1, 1994 and amended December 15, 1994,
                  February 1, 1995, May 1, 1995, January 1, 1996 and March 1,
                  1996(7)
         (8.13)   Fifth Amendment dated as of May 1, 1997 to the Fund
                  Participation Agreement between Aetna Life Insurance and
                  Annuity Company, Variable Insurance Products Fund and Fidelity
                  Distributors Corporation dated February 1, 1994 and amended on
                  December 15, 1994, February 1, 1995, May 1, 1995, January 1,
                  1996 and March 1, 1996(20)
         (8.14)   Sixth Amendment dated November 6, 1997 to the Fund
                  Participation Agreement between Aetna Life Insurance and
                  Annuity Company, Variable Insurance Products Fund and Fidelity
                  Distributors Corporation dated February 1, 1994 and amended on
                  December 15, 1994, February 1, 1995, May 1, 1995, January 1,
                  1996, March 1, 1996 and May 1, 1997(21)
         (8.15)   Seventh Amendment dated as of May 1, 1998 to the Fund
                  Participation Agreement between Aetna Life Insurance and
                  Annuity Company, Variable Insurance Products Fund and Fidelity
                  Distributors Corporation dated February 1, 1994 and amended on
                  December 15, 1994, February 1, 1995, May 1, 1995, January 1,
                  1996, March 1, 1996, May 1, 1997 and November 6, 1997(2)
         (8.16)   Eighth Amendment dated as of December 1, 1999 to the Fund
                  Participation Agreement between Aetna Life Insurance and
                  Annuity Company, Variable Insurance Products Fund and Fidelity
                  Distributors Corporation dated February 1, 1994 and amended on
                  December 15, 1994, February 1, 1995, May 1, 1995, January 1,
                  1996, March 1, 1996, May 1, 1997 and November 6, 1997 and May
                  1, 1998(18)
         (8.17)   Fund Participation Agreement between Aetna Life Insurance and
                  Annuity Company, Variable Insurance Products Fund II and
                  Fidelity Distribution Corporation dated February 1, 1994 and
                  amended December 15, 1994, February 1, 1995, May 1, 1995,
                  January 1, 1996 and March 1, 1996(7)
         (8.18)   Fifth Amendment dated as of May 1, 1997 to the Fund
                  Participation Agreement between Aetna Life Insurance and
                  Annuity Company, Variable Insurance Products Fund II and
                  Fidelity Distributors Corporation dated February 1, 1994 and
                  amended on December 15, 1994, February 1, 1995, May 1, 1995,
                  January 1, 1996 and March 1, 1996(20)
         (8.19)   Sixth Amendment dated as of January 20, 1998 to the Fund
                  Participation Agreement between Aetna Life Insurance and
                  Annuity Company, Variable Insurance Products Fund II and
                  Fidelity Distributors Corporation dated February 1, 1994 and
                  amended on December 15, 1994, February 1, 1995, May 1, 1995,
                  January 1, 1996, March 1, 1996 and May 1, 1997(22)
         (8.20)   Seventh Amendment dated as of May 1, 1998 to the Fund
                  Participation Agreement between Aetna Life Insurance and
                  Annuity Company, Variable Insurance Products Fund II and
                  Fidelity Distributors Corporation dated February 1, 1994 and
                  amended on December 15, 1994, February 1, 1995, May 1, 1995,
                  January 1, 1996, March 1, 1996, May 1, 1997 and January 20,
                  1998(2)
         (8.21)   Eight Amendment dated December 1, 1999 to the Fund
                  Participation Agreement between Aetna Life Insurance and
                  Annuity Company, Variable Insurance Products
<PAGE>
                  Fund II and Fidelity Distributors Corporation dated
                  February 1, 1994 and amended on December 15, 1994, February 1,
                  1995, May 1, 1995, January 1, 1996, March 1, 1996, May 1, 1997
                  and January 20, 1998 and May 1, 1998(18)
         (8.22)   Service Agreement between Aetna Life Insurance and Annuity
                  Company and Fidelity Investments Institutional Operations
                  Company dated as of November 1, 1995(23)
         (8.23)   Amendment dated January 1, 1997 to Service Agreement between
                  Aetna Life Insurance and Annuity Company and Fidelity
                  Investments Institutional Operations Company dated as of
                  November 1, 1995(20)
         (8.24)   Service Contract between Fidelity Distributors Corporation and
                  Aetna Life Insurance and Annuity Company dated May 2, 1997(17)
         (8.25)   Fund Participation Agreement among Janus Aspen Series and
                  Aetna Life Insurance and Annuity Company and Janus Capital
                  Corporation dated December 8, 1997(24)
         (8.26)   Amendment dated October 12, 1998 to Fund Participation
                  Agreement among Janus Aspen Series and Aetna Life Insurance
                  and Annuity Company and Janus Capital Corporation dated
                  December 8, 1997(17)
         (8.27)   Second Amendment dated December 1, 1999 to Fund Participation
                  Agreement among Janus Aspen Series and Aetna Life Insurance
                  and Annuity Company and Janus Capital Corporation dated
                  December 8, 1997 and amended on October 12, 1998(18)
         (8.28)   Service Agreement between Janus Capital Corporation and Aetna
                  Life Insurance and Annuity Company dated December 8, 1997(24)
         (8.29)   Fund Participation Agreement between Aetna Life Insurance and
                  Annuity Company and Lexington Management Corporation regarding
                  Natural Resources Trust dated December 1, 1988 and amended on
                  February 11, 1991(3)
         (8.30)   Fund Participation Agreement dated March 11, 1997 between
                  Aetna Life Insurance and Annuity Company and Oppenheimer
                  Variable Annuity Account Funds and Oppenheimer Funds, Inc.(25)
         (8.31)   First Amendment dated December 1, 1999 to Fund Participation
                  Agreement between Aetna Life Insurance and Annuity Company and
                  Oppenheimer Variable Annuity Account Funds and Oppenheimer
                  Funds, Inc. dated March 11, 1997(18)
         (8.32)   Service Agreement effective as of March 11, 1997 between
                  Oppenheimer Funds, Inc. and Aetna Life Insurance and Annuity
                  Company(25)
         (9)      Opinion and Consent of Counsel*
         (10)     Consent of Independent Auditors*
         (11)     Not applicable
         (12)     Not applicable
         (13)     Schedule for Computation of Performance Data(26)
         (14.1)   Powers of Attorney(27)
         (14.2)   Authorization for Signatures(3)

*To be filed by amendment
<PAGE>

1.   Incorporated by reference to Post-Effective Amendment No. 6 to Registration
     Statement on Form N-4 (File No. 33-75986), as filed on April 22, 1996.
2.   Incorporated by reference to Registration Statement on Form N-4 (File No.
     333-56297), as filed on June 8, 1998.
3.   Incorporated by reference to Post-Effective Amendment No. 5 to Registration
     Statement on Form N-4 (File No. 33-75986), as filed on April 12, 1996.
4.   Incorporated by reference to Post-Effective Amendment No. 14 to
     Registration Statement on Form N-4 (File No. 33-75964), as filed on
     July 29, 1997.
5.   Incorporated by reference to Post-Effective Amendment No. 6 to Registration
     Statement on Form N-4 (File No. 33-75982), as filed on April 22, 1996.
6.   Incorporated by reference to Post-Effective Amendment No. 12 to
     Registration Statement on Form N-4 (File No. 33-75982), as filed on
     February 20, 1997.
7.   Incorporated by reference to Post-Effective Amendment No. 12 to
     Registration Statement on Form N-4 (File No. 33-75964), as filed on
     February 11, 1997.
8.   Incorporated by reference to Post-Effective Amendment No. 8 to Registration
     Statement on Form N-4 (File    No. 33-75964), as filed on August 30, 1996.
9.   Incorporated by reference to Post-Effective Amendment No. 15 to
     Registration Statement on Form N-4 (File No. 33-75982), as filed on
     April 13, 1998.
10.  Incorporated by reference to Post-Effective Amendment No. 8 to Registration
     Statement on Form N-4 (File No. 33-75986), as filed on August 30, 1996.
11.  Incorporated by reference to Post-Effective Amendment No. 17 to
     Registration Statement on Form N-4 (File No. 333-01107), as filed on
     April 7, 1999.
12.  Incorporated by reference to Post-Effective Amendment No. 14 to
     Registration Statement on Form N-4 (File No. 33-75986), as filed on
     August 19, 1997.
13.  Incorporated by reference to Post-Effective Amendment No. 13 to
     Registration Statement on Form N-4 (File No. 33-75996), as filed on
     August 21, 1997.
14.  Incorporated by reference to Post-Effective Amendment No. 1 to Registration
     Statement on Form S-1 (File No. 33-60477), as filed on April 15, 1996.
15.  Incorporated by reference to Post-Effective Amendment No. 12 to
     Registration Statement on Form N-4 (File No. 33-91846), as filed on
     October 30, 1997.
16.  Incorporated by reference to Pre-Effective Amendment No. 1 to Registration
     Statement on Form N-4 (File No. 333-56297), as filed on August 4, 1998.
17   Incorporated by reference to Post-Effective Amendment No. 2 to Registration
     Statement on Form N-4 (File No. 333-56297), as filed on December 14, 1998.
18.  Incorporated by reference to Post-Effective Amendment No. 19 to
     Registration Statement on Form N-4 (File No. 333-01107), as filed on
     February 16, 2000.
19.  Incorporated by reference to Post-Effective Amendment No. 8 to Registration
     Statement on Form N-4 (File No. 333-01107), as filed on February 19, 1998.
20.  Incorporated by reference to Post-Effective Amendment No. 30 to
     Registration Statement on Form N-4 (File No. 33-34370), as filed on
     September 29, 1997.
21.  Incorporated by Reference to Post-Effective Amendment No. 16 to
     Registration Statement on Form N-4 (File No. 33-75964), as filed on
     February 9, 1998.
<PAGE>

22.  Incorporated by reference to Post-Effective Amendment No. 7 to Registration
     Statement on Form S-6 (File No. 33-75248), as filed on February 24, 1998.
23.  Incorporated by reference to Post-Effective Amendment No. 3 to Registration
     Statement on Form N-4 (File No. 33-88720), as filed on June 28, 1996.
24.  Incorporated by reference to Post-Effective Amendment No. 10 to
     Registration Statement on Form N-4 (File No. 33-75992), as filed on
     December 31, 1997.
25.  Incorporated by reference to Post-Effective Amendment No. 27 to
     Registration Statement on Form N-4 (File No. 33-34370), as filed on
     April 16, 1997.
26.  Incorporated by reference to Post-Effective Amendment No. 14 to
     Registration Statement on Form N-4 (File No. 33-75996), as filed on
     April 16, 1998.
27.  Incorporated by reference to Post-Effective Amendment No. 5 to
     Registration Statement on Form N-4 (File No. 333-56297), as filed on
     February 25, 1999.


<PAGE>

Item 25.    Directors and Officers of the Depositor

<TABLE>
<CAPTION>
Name and Principal
Business Address*                     Positions and Offices with Depositor
- -----------------                     ------------------------------------
<C>                                   <S>
Thomas J. McInerney                   Director and President

Shaun P. Mathews                      Director and Senior Vice President

Catherine H. Smith                    Director, Chief Financial Officer and Senior Vice
                                      President

Deborah Koltenuk                      Vice President, Corporate Controller, and Assistant
                                      Treasurer

Therese M. Squillacote                Vice President and Chief Compliance Officer

Kirk P. Wickman                       Senior Vice President, General Counsel and Corporate
                                      Secretary
</TABLE>

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

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

     Incorporated herein by reference to Item 26 of Registration Statement on
Form N-4 (File No. 333-56297), as filed on November 23, 1999.

Item 27.    Number of Contract Owners

     As of December 31, 1999, there were 96,223 individuals holding interests in
variable annuity contracts funded through Variable Annuity Account B.

Item 28.    Indemnification

Section 21 of Public Act No. 97-246 of the Connecticut General Assembly (the
"Act") provides that a corporation may provide indemnification of or advance
expenses to a director, officer, employee or agent only as permitted by Sections
33-770 to 33-778, inclusive, of the Connecticut General Statutes, as amended by
Sections 12 to 20, inclusive, of this Act. Reference is hereby made to Section
33-771(e) of the Connecticut General Statutes ("CGS") regarding indemnification
of directors and Section 33-776(d) of CGS 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, except to the extent that their certificate of incorporation expressly
provides otherwise, indemnify their directors, officers, employees and agents
against "liability" (defined as the obligation to pay a judgment, settlement,
<PAGE>

penalty, fine, including an excise tax assessed with respect to an employee
benefit plan, or reasonable expenses incurred with respect to a proceeding) when
(1) a determination is made pursuant to Section 33-775 that the party seeking
indemnification has met the standard of conduct set forth in Section 33-771 or
(2) a court has determined that indemnification is appropriate pursuant to
Section 33-774. Under Section 33-775, the determination of and the authorization
for indemnification are made (a) by the disinterested directors, as defined in
Section 33-770(3); (b) by special counsel; (c) by the shareholders; or (d) in
the case of indemnification of an officer, agent or employee of the corporation,
by the general counsel of the corporation or such other officer(s) as the board
of directors may specify. Also, Section 33-772 provides that a corporation shall
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 he was a director of the corporation. Pursuant to
Section 33-771(d), in the case of a proceeding by or in the right of the
corporation or with respect to conduct for which the director, officer, agent or
employee was adjudged liable on the basis that he received a financial benefit
to which he was not entitled, indemnification is limited to reasonable expenses
incurred in connection with the proceeding against the corporation to which the
individual was named a party.

The statute does specifically authorize a corporation to procure indemnification
insurance on behalf of an individual who 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 and
international 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 principal underwriter, only, for Aetna Variable Encore
         Fund, Aetna Variable Fund, Aetna Generation Portfolios, Inc., Aetna
         Income Shares, Aetna Balanced VP, Inc. (formerly Aetna Investment
         Advisers Fund, Inc.), Aetna GET Fund, and Aetna Variable Portfolios,
         Inc. and as the principal underwriter and investment adviser for
         Portfolio Partners, 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 Life Account C 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 Aetna registered as a unit investment trust
         under the 1940 Act).

     (b) See Item 25 regarding the Depositor.
<PAGE>

     (c) Compensation as of December 31, 1999:

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

Name of                  Net Underwriting          Compensation on
Principal                Discounts and             Redemption or         Brokerage
Underwriter              Commissions               Annuitization         Commissions         Compensation*
- -----------              -----------               -------------         -----------         ------------
<S>                      <C>                          <C>                   <C>                 <C>
Aetna Life Insurance                                  $ **                                      $ **
and Annuity Company
</TABLE>

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

** To be filed by amendment.

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
<PAGE>

     (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, has caused this Post-Effective Amendment to its Registration
Statement on Form N-4 (File No. 33-75996) to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Hartford, State of
Connecticut, on the 16th day of February, 2000.

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

                                 By:    AETNA LIFE INSURANCE AND ANNUITY COMPANY
                                            (Depositor)

                                 By:     Thomas J. McInerney*
                                       -----------------------------------------
                                         Thomas J. McInerney
                                         President


     As required by the Securities Act of 1933, this Post-Effective Amendment
No. 21 to the Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signature                              Title                                                              Date
- ---------                              -----                                                              ----

<S>                                    <C>                                                       <C>
Thomas J. McInerney*                   Director and President                                    )
- ------------------------------         (principal executive officer)                             )
Thomas J. McInerney                                                                              )
                                                                                                 )
                                                                                                 )
Shaun P. Mathews*                      Director                                                  )   February
- ------------------------------                                                                   )
Shaun P. Mathews                                                                                 )   16, 2000
                                                                                                 )
                                                                                                 )
Catherine H. Smith*                    Director and Chief Financial Officer                      )
- ------------------------------                                                                   )
Catherine H. Smith                                                                               )
                                                                                                 )
                                                                                                 )
Deborah Koltenuk*                      Vice President, Corporate Controller, and                 )
- ------------------------------         Assistant Treasurer                                       )
Deborah Koltenuk                                                                                 )


By:   /s/ Julie E. Rockmore
     ------------------------------
     Julie E. Rockmore
     *Attorney-in-Fact
</TABLE>
<PAGE>
                           VARIABLE ANNUITY ACCOUNT B
                                  Exhibit Index

<TABLE>
<CAPTION>
Exhibit No.        Exhibit
- -----------        -------
<S>                <C>
99-B.4.5           Variable Annuity Contract Certificate (GDCC-HO) to Contracts GID-CDA-HO,
                   GLID-CDA-HO and GSD-CDA-HO
                                                                                                     --------------

99-B.4.7           Variable Annuity Contract (ISE-CDA-HO)
                                                                                                     --------------

99-B.4.8           Form of Endorsement EGATHDF-00 to Contracts G-CDA-HD and G-CDA-HF
                                                                                                     --------------

99-B.4.9           Form of Endorsement EGATHO-00 to Contracts GLID-CDA-HO and GID-CDA-HO
                                                                                                     --------------

99-B.4.10          Form of Endorsement EGAT-GSDHO-00 to Contract
                   GSD-CDA-HO
                                                                                                     --------------

99-B.9             Opinion and Consent of Counsel                                                          *

99-B.10            Consent of Independent Auditors                                                         *

*To be filed by amendment
</TABLE>

                                   EX-99.B.4.5

                    Aetna Life Insurance and Annuity Company
                        Home Office: 151 FARMINGTON AVE.
                           HARTFORD, CONNECTICUT 06156
                                 (203) 273-0123
                              Herein called Aetna.
                      Certificate of Group Annuity Coverage

To the Employee:

AEtna certifies that coverage is in force for you under the stated group annuity
contract and certificate number. All data shown here is taken from AEtna records
and is based upon information furnished by the Contract Owner.

This certificate of coverage replaces any and all certificates, riders or
amendments thereto, issued to you under the stated contract and certificate
number.

See the back page of this certificate for a summary of other contract
provisions.

DETAILS OF VARIABLE FEATURES OF THE GROUP CONTRACT ARE IN THE DEPOSIT, RESERVE,
AND SURRENDER PROVISIONS, AND ANNUITY PROVISIONS.

                                 RIGHT TO CANCEL

You may cancel this Certificate within 10 days of receiving it, by sending a
written notice to AEtna at the above address or to the agent from whom it was
purchased. Aetna will return all payments made for this Certificate within 7
days after it receives the notice of cancellation and this Certificate.



                                                     /s/ William O. Baily
                                                     President





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

GDCC-HO
<PAGE>

                                 SPECIFICATIONS



























- --------------------------------------------------------------------------------
PLAN


- --------------------------------------------------------------------------------
CONTRACT OWNER                                   GROUP ANNUITY CONTRACT NO.


- --------------------------------------------------------------------------------
YOUR NAME                                        CERTIFICATE NO.


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


GDCC-HO
<PAGE>
                          Summary of certain provisions
                          of the Group Annuity contract


1.    GENERAL. Subject to the specific terms of the Plan identified on the
Specifications Page, AEtna will pay you an annuity commencing on your retirement
date. The Plan determines your retirement date and the amount and terms of
payment of the annuity.

2.    MISSTATEMENT OF FACT. The amount of any payment to any payee may be
adjusted on an equitable basis if the amount of the payment was determined by
AEtna on the basis of incorrect facts.

3.    VARIABLE BENEFITS. The Group Contract provides for variable benefits. That
is, benefits which fluctuate up and down with the performance of various mutual
funds held by AEtna. Variable benefits may be elected as an option if the Plan
to which the Group Contract is issued so provides.



GDCC-HO
<PAGE>
                    Aetna Life Insurance and Annuity Company
                        Home Office: 151 FARMINGTON AVE.
                           HARTFORD, CONNECTICUT 06156
                                 (203) 273-0123



                      Certificate of Group Annuity Coverage

               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



GDCC-HO

                                Exhibit 99-B.4.7

                    Aetna Life Insurance and Annuity Company
                        Home Office: 151 FARMINGTON AVE.
                           HARTFORD, CONNECTICUT 06156
                                  203-273-0123

                               Herein called Aetna


Agrees to pay the benefits stated in this Contract.






DETAILS OF VARIABLE FEATURES OF THIS CONTRACT ARE IN THE DEPOSIT, RESERVE, AND
SURRENDER PROVISIONS, AND ANNUITY PROVISIONS.


                                 RIGHT TO CANCEL

The Owner may cancel this Contract within 10 days of receiving it, by sending a
written notice to Aetna at the above address or to the agent from whom it was
purchased. Aetna will return all payments made for this Contract within 7 days
after it receives the notice of cancellation and this Contract.


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

Signed at the Hartford, Connecticut on the Date of Issue.

     /s/ Stephen B. Middlebrook                    /s/ William O. Bailey
           Secretary                                     President



                       INDIVIDUAL SINGLE DEPOSIT CONTRACT
                    VARIABLE OR FIXED ANNUITY OR COMBINATION
                                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.

ISE-CDA-HO
<PAGE>
                                 SPECIFICATIONS


Annuitant                             Contract No.

Date of Issue



Deduction from Deposit - The amount of the Net Deposit applied will be the
deposit received minus a deduction for premium taxes, if any then deducted (see
Deposit, Reserve, and Surrender Provisions of this Contract).

Deductions From The Separate Account And The Funds - Total deductions equal 1.5%
on an annual basis. Once Annuity payments begin, Aetna must earn a gross return
on the assets of the Separate Account of: (a) 5% on an annual basis if an
assumed net return rate of 3.5% is chosen; or (b) 6.5% on an annual basis if an
assumed net return rate of 5% is chosen; in order that the dollar amount of the
Variable Annuity payments will not decrease.



ISE-CDA-HO



                                       2
<PAGE>
                                   COVER SHEET

This Contract is a legal contract between Owner and Aetna.

READ THIS CONTRACT CAREFULLY. This cover sheet is only a brief outline of some
of the important features of this Contract. This cover sheet is not the
insurance contract. Only the actual terms of this Contract will control. 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.


                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                            Page
                               GENERAL DEFINITIONS
<S>   <C>                                                                    <C>
1.    Annuity.................................................................5
2.    Fixed Annuity...........................................................5
3.    Variable Annuity........................................................5
4.    General Account.........................................................5
5.    Separate Accounts.......................................................5
6.    Fund(s).................................................................5
7.    Valuation Period........................................................5

                               GENERAL PROVISIONS

1.    Contract................................................................6
2.    Incontestability........................................................6
3.    Ownership, Claims of Creditors..........................................6
4.    Beneficiary.............................................................6
5.    Misstatements and Adjustments...........................................6
6.    State Laws..............................................................6
7.    Non-Participating Contract..............................................7

                   DEPOSIT, RESERVE, AND SURRENDER PROVISIONS

1.    Net Deposit(s)..........................................................7
2.    Credit of Net Deposit...................................................7
3.    Guaranteed Interest Rate - General Account..............................7
4.    Record Units - Separate Account.........................................7
5.    Investment Increment Factors - Separate Account.........................9
6.    Record Unit Value - Separate Account....................................9
7.    Reserve................................................................10
8.    Transfer of Reserve....................................................10
9.    Notice to the Owner....................................................10
10.   Sum Payable at Death (Before Annuity Payments Start)...................10
11.   Surrender Value........................................................11
12.   Table of Minimum Values - General Account..............................11

                               ANNUITY PROVISIONS

1.    Choices to be Made.....................................................13


ISE-CDA-HO

                                       3
<PAGE>

2.    Fund(s) Annuity Units - Separate Account...............................13
3.    Fund(s) Annuity Unit Value - Separate Account..........................14
4.    Annuity Options........................................................14
6.    Other Terms of Annuity Options.........................................25
7.    Death of Annuitant/Beneficiary.........................................25
</TABLE>



ISE-CDA-HO



                                       4
<PAGE>
                               GENERAL DEFINITIONS

1.       ANNUITY - Payment of an income:

         (a)      for the life of one or two people;

         (b)      for a stated period;

         (c)      for some mix of (a) and (b); or

         (d)      until there are no funds left.

2.       FIXED ANNUITY - An Annuity of a fixed dollar amount paid from the
         General Account.

3.       VARIABLE ANNUITY - An Annuity of a varying dollar amount paid from the
         Separate Account.

4.       GENERAL ACCOUNT - The Account which holds the assets of Aetna, other
         than those assets of Aetna in the Separate Accounts. Reserves for a
         Fixed Annuity are held in the General Account.

5.       SEPARATE ACCOUNTS - Accounts set up by Aetna under the Connecticut
         Insurance Laws. Assets for this class of variable contracts are set
         apart from other assets of Aetna. Reserves for a Variable Annuity are
         held in a Separate Account and invested in shares of Fund(s).

6.       FUND(S) - The open-end management investment companies (mutual funds)
         registered under the Investment Company Act of 1940.  They are:

         (a)  Aetna Variable Fund, Inc. (Variable Fund);

         (b)  Aetna Variable Encore Fund, Inc. (Encore Fund);

         (c)  Aetna Income Shares, Inc. (Income Fund); and

         (d)  Other funds (if any) which Aetna may allow.

7.       VALUATION PERIOD - The period of time from the end of one business day
         to the end of the next business day.



ISE-CDA-HO


                                       5
<PAGE>
                               GENERAL PROVISIONS

1.       Contract

         This Contract may be changed only by an officer of Aetna. Any change
         must be made in writing. Any choices under this Contract by the Owner,
         Annuitant or beneficiary must be in writing. Until receipt of such
         choices in the Home Office of Aetna, Aetna may rely on any previous
         choices made.

         Aetna will make Annuity payments as and when due. Any other payments
         will be made by Aetna within 7 days of receipt of the written claim for
         payment.

2.       Incontestability

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

3.       Ownership; Claims of Creditors

         The Owner shall be as stated on the application, or as later changed by
         the Owner. During the lifetime of the Annuitant, all of the benefits
         and rights granted by this Contract, or allowed by Aetna, belong to the
         Owner.

         This Contract may not be:

         (a)  subject to the claims of any creditors; and

         (b)  sold, assigned, or pledged to other than Aetna.

4.       Beneficiary

         The beneficiary shall be as stated on the application, or as later
         changed by the Owner. If no beneficiary is living at the death of the
         Annuitant, payment of any amount due will be made to the Owner or to
         the estate of the Owner.

5.       Misstatements and Adjustments

         If the age or sex of any payee is found to be misstated, the correct
         facts will be used to adjust payments.

6.       State Laws

         This Contract follows 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.

7.       Non-Participating Contract


ISE-CDA-HO


                                       6
<PAGE>

         The Owner will have no right to share in the earnings of Aetna.

                   DEPOSIT, RESERVE, AND SURRENDER PROVISIONS

1.       Net Deposit

         The Net Deposit is the single deposit minus a charge to pay premium
         taxes, if any. As a rule, Aetna will take this charge out of the
         Reserve (see below) when annuity payments are to start. But, if Aetna
         determines that it must pay any imposed premium tax at any other time,
         it may take out the charge at any time.

2.       Credit of Net Deposit

         On the basis of information supplied by the Owner, Aetna will credit
         the Net Deposit in either:

         (a)      the General Account;

         (b)      the Separate Account where it is invested in Fund(s) as
                directed by the Owner; or

         (c)      a mix of (a) and (b).

3.       Guaranteed Interest Rate - General Account

         On a Net Deposit made to the General Account, Aetna will add interest
         daily at an annual rate no less than:

         (a)  4% except under the Annuity Provisions; and

         (b)  3.5% under the Annuity Provisions.

         Aetna may add interest daily at any higher rate.

4.       Record Units - Separate Account

         The portion of the Net Deposit applied to the Separate Account Fund(s)
         will determine the number of Record Units. This number is equal to the
         Net Deposit divided by the Record Unit Value (see below) for the
         Valuation Period when the Net Deposit is received.



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                                       7
<PAGE>
5.       Investment Increment Factors - Separate Account

         Investment Increment Factors are those items used to determine a Fund's
         net return factor for each Valuation Period. The net return factor(s)
         are then used to compute all Separate Account values and payments.

         The gross return is equal to:

         (a)      investment income; plus

         (b)      realized and unrealized capital gains; minus

         (c)      realized and unrealized capital losses; minus

         (d)      certain investment expenses; and minus

         (e)      a daily charge at an annual rate of .25% for investment
                  management expense and profit.

         The gross return is divided by the net assets of the Fund at the start
         of the Valuation Period to compute the gross return rate. A gross
         return rate may be more or less than 0. The net return rate is equal
         to:

         (a)      the gross return rate; plus or minus

         (b)      taxes (or charges to a tax reserve) on the Separate Account;
                  and minus

         (c)      a daily charge at an annual rate of 1.25% for annuity
                  mortality and expense risks and profit.

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

         The net return factor for each Fund is equal to the net return rate
         plus 1.000000.

6.       Record Unit Value - Separate Account

         The Record Unit Value of each Separate Account Fund is computed by
         multiplying the net return factor for the current Valuation Period by
         the Record Unit Value for the previous Period. The dollar value of
         Record Units, Separate Account Reserves, and Variable Annuity payments
         may go up or down due to investment gain or loss.



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                                       8
<PAGE>
7.       Reserve

         The Reserve is equal to:

         (a)      the Net Deposit credited to the General Account (if any); plus

         (b)      General Account interest added by Aetna; plus

         (c)      the value of Separate Account Record Units (if any); and minus

         (d)      any amounts previously surrendered.

8.       Transfer of Reserve

         The Owner may transfer any portion of the Reserve from any Fund to any
         other Fund or to the General Account. The Reserve cannot be transferred
         from the General Account to any of the Funds. A transfer of the Reserve
         cannot be made within 90 days of a previous transfer.

9.       Notice to the Owner

         Aetna will notify the Owner each year of:

         (a)      the investments held in the Fund(s) for the Separate Account;
                  and

         (b)      the number of record units; or

         (c)      the number of annuity units; and

         (d)      the value of a unit.

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

10.      Sum Payable at Death (Before Annuity Payments Start)

         Aetna will pay to the beneficiary the Reserve if:

         (a)      the participant dies before Annuity payments start; and

         (b)      the notice of death is received by Aetna.

         The sum paid will be the Reserve on the date when the notice is
         received. The beneficiary may choose to apply any sum under Annuity
         Options (see Annuity Provisions).



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                                       9
<PAGE>
11.      Surrender Value

         The owner, before Annuity payments start, may choose to surrender all
         or a portion of the Reserve. The amount paid by Aetna on any surrender
         will be the Reserve surrendered less a percentage charge. The charge
         will vary according to the period of time between the Date of Issue and
         the date of surrender, as follows:

<TABLE>
<CAPTION>
                      If period of time is                 Charge
                      <C>                                    <S>
                      Less than 5 years                       5%
                      From 5 to 6 years                       4%
                      From 6 to 7 years                       3%
                      From 7 to 8 years                       2%
                      From 8 to 9 years                       1%
                      9 or more years                        None
</TABLE>

         In no event, however, will the charge on a total surrender exceed 9% of
         the actual deposit made to that Account.

         Under certain emergency conditions, Aetna has the right to defer
         payment of any surrender value as provided by federal or state law.

12.      Table of Minimum Values - General Account

         The Table below shows minimum (Fixed) General Account values at the end
         of contract years. These values assume:

         (a)  the deposit to the General Account was made on the Date of Issue;

         (b)  there have been no partial surrenders; and

         (c)      interest has been added at the guaranteed interest rate (see
                  Guaranteed Interest Rate).

         If interest is added at a higher rate at any time, actual values will
         be more than those shown below.



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                                       10
<PAGE>
                 TABLE OF MINIMUM (FIXED) GENERAL ACCOUNT VALUES

                PER $1,000 OF NET DEPOSIT TO THE GENERAL ACCOUNT

<TABLE>
<CAPTION>
                                     Minimum                                           Minimum
      End of        Minimum         Surrender         End of         Minimum          Surrender
       Year         Reserve           Value            Year          Reserve            Value
<S>                 <C>              <C>                <C>          <C>               <C>
1                   $ 1,040          $   988            16           $ 1,872          $  1,872
2                     1,082            1,028            17             1,947             1,947
3                     1,125            1,069            18             2,025             2,025
4                     1,170            1,111            19             2,106             2,106
5                     1,217            1,156            20             2,191             2,191
6                     1,265            1,215            25             2,665             2,665
7                     1,316            1,276
8                     1,369            1,341            30             3,243             3,243
9                     1,423            1,409
10                    1,480            1,480            35             3,946             3,946
11                    1,539            1,539
12                    1,601            1,601            40             4,801             4,801
13                    1,665            1,665
14                    1,731            1,731            45             5,841             5,841
15                    1,800            1,800
                                                        50             7,106             7,106
</TABLE>



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                                       11
<PAGE>
                               ANNUITY PROVISIONS

1.       Choices to be Made

         The Owner may tell Aetna to pay the Reserve (minus any charge for
         premium taxes) as a premium for an Annuity under Options 2, 3, 4, and 5
         (see below). The first Annuity payment must generally be made no later
         than the first day of the month following the Annuitant's 75th
         birthday. The Owner may tell Aetna to make the first Annuity payment on
         the first day of any prior month.

         When any option is chosen, the Owner or beneficiary choosing the option
         must tell Aetna if payments are to be made other than monthly. They
         must also tell Aetna to pay:

         (a)      a Fixed Annuity;

         (b)      a Variable Annuity using any Variable Fund;

         (c)      a Variable Annuity using Income Fund; or

         (d)      any mix of these.

         When choosing a Variable Annuity, an assumed net return rate of 5% per
         year may be chosen. If not chosen, Aetna will use an assumed net return
         rate of 3.5% per year.

2.       Fund(s) Annuity Units - Separate Account

         The amount of the first Variable Annuity payment will be equal to:

         (a)      the portion of the Individual Account Reserve (minus any
                  charges for premium taxes) to be used to pay a Variable
                  Annuity using the Fund(s); times

         (b)      the rate for each $1,000 for the Option chosen.

         Such amount, or portion, of the payment using a Fund will be divided by
         the Fund(s) Annuity Unit Value (see below) on the due date of the first
         payment to determine the number of the Fund(s) Annuity Units.

         Such number of the Fund(s) Annuity Units remains fixed. Each future
         payment is equal to such number times the Fund(s) Annuity Unit Value on
         the due date of each payment.



ISE-CDA-HO


                                       12
<PAGE>
3.       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 next previous Period; times

         (b)      the net return factor(s) (see Investment Increment Factors -
                  Separate Account provisions) for the tenth previous Period;
                  times

         (c)      a factor to reflect the assumed net return rate.

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

         The dollar amount of Annuity Units, values, and payments may go up or
         down due to investment gain or loss.

         Payments shall not be changed due to mortality or expense results.

4.       Annuity Options

         Option 1 - Payment of Interest on Sum Left With Aetna - This option may
         be used only by the beneficiary when the death of the Annuitant is
         before Aetna has started paying an Annuity. A portion or all of the sum
         due may be held in the General Account of Aetna at interest (see
         Guaranteed Interest Rate - General Account provision). 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 under any of
                  the Annuity Options below.

         Option 2 - Payments of a Stated Dollar Amount - An Annuity of a chosen
         amount will be paid until there are no funds left. The payments to be
         made in a year must be no less than $60 for each $1,000 applied to this
         Option, but cannot exceed an amount which would deplete the funds in
         less than 3 years.

         Where there is a right under Federal Securities Law to forego future
         payments and receive the present value of the Annuity under this Option
         in a lump sum, the exercise of that right within a 3 year period after
         the start of payments shall be treated as a surrender (see Surrender
         Value under Deposit, Reserve and Surrender Provisions).

         Option 3 - Payments for a Stated Period of Time - An Annuity will be
         paid for the number of years chosen. The number of years must be no
         less than 3 and no more than 30.



ISE-CDA-HO


                                       13
<PAGE>

         Where there is a right under Federal Securities Law to forego future
         payments and receive the present value of the Annuity under this Option
         in a lump sum, the exercise of that right within a 3 year period after
         the start of payments shall be treated as a surrender (see Surrender
         Value under Deposit, Reserve and Surrender Provisions).



ISE-CDA-HO


                                       14
<PAGE>
                 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 FOR A STATED PERIOD

<TABLE>
<CAPTION>
     Years of           Amount of         Years of          Amount of        Years of         Amount of
     Payments           Payments          Payments          Payments         Payments          Payments
        <S>              <C>                 <C>              <C>               <C>              <C>
        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
</TABLE>
         Rates for a Variable Annuity with Assumed Net Return Rate of 5%

                                                  PAYMENTS FOR A STATED PERIOD
<TABLE>
<CAPTION>
     Years of           Amount of          Years of         Amount of          Years of         Amount of
     Payments            Payments          Payments          Payments          Payments          Payments
        <S>               <C>                 <C>              <C>                <C>              <C>
         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
</TABLE>



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                                       15
<PAGE>

Option 4 - Life Income - An Annuity will be paid for life. Payments may be made
for a minimum stated period, if chosen, of 60, 120, 180 or 240 months. If the
Annuitant dies before the end of such stated period, payments will be made to
the beneficiary for the rest of the stated period.



ISE-CDA-HO


                                       16
<PAGE>
                 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%

<TABLE>
<CAPTION>
                                                 LIFE INCOME WITH
               Age of                            Payments Guaranteed for a Stated Period of Months:
              Annuitant                   None           60            120           180           240
       Male              Female
       ----              ------         --------      --------      --------       --------      --------
        <S>                <C>            <C>           <C>           <C>            <C>           <C>
        50                 55             $4.98         $4.96         $4.89          $4.77         $4.62
        51                 56              5.08          5.05          4.98           4.85          4.68
        52                 57              5.18          5.16          5.07           4.93          4.74
        53                 58              5.30          5.26          5.17           5.01          4.80
        54                 59              5.41          5.38          5.27           5.09          4.86

        55                 60              5.54          5.49          5.37           5.17          4.92
        56                 61              5.67          5.62          5.48           5.26          4.98
        57                 62              5.80          5.75          5.59           5.35          5.04
        58                 63              5.95          5.89          5.71           5.44          5.10
        59                 64              6.10          6.03          5.83           5.53          5.16

        60                 65              6.27          6.19          5.96           5.62          5.22
        61                 66              6.44          6.35          6.09           5.72          5.27
        62                 67              6.63          6.52          6.23           5.81          5.33
        63                 68              6.82          6.71          6.38           5.91          5.38
        64                 69              7.04          6.90          6.53           6.00          5.43

        65                 70              7.26          7.11          6.68           6.10          5.47
        66                 71              7.50          7.33          6.84           6.19          5.52
        67                 72              7.76          7.56          7.01           6.28          5.55
        68                 73              8.04          7.80          7.18           6.37          5.59
        69                 74              8.34          8.07          7.35           6.46          5.62

        70                 75              8.67          8.34          7.52           6.54          5.65
        71                                 9.01          8.63          7.70           6.62          5.67
        72                                 9.39          8.94          7.88           6.69          5.69
        73                                 9.79          9.26          8.05           6.76          5.71
        74                                10.22          9.61          8.22           6.81          5.72
        75                                10.69          9.96          8.39           6.87          5.73
</TABLE>
   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.



ISE-CDA-HO


                                       17
<PAGE>
                 AMOUNT OF FIRST MONTHLY PAYMENT FOR EACH $1,000
                 AFTER DEDUCTION OF ANY CHARGE FOR PREMIUM TAXES

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

<TABLE>
<CAPTION>
                                                 LIFE INCOME WITH
               Age of                            Payments Guaranteed for a Stated Period of Months:
              Annuitant                   None           60            120           180           240
       Male              Female
       ----              ------         --------      --------      --------       --------      --------
        <S>                <C>            <C>           <C>           <C>            <C>           <C>
        50                 55             $5.89         $5.86         $5.78          $5.65         $5.48
        51                 56              5.99          5.96          5.86           5.71          5.53
        52                 57              6.09          6.06          5.95           5.79          5.59
        53                 58              6.20          6.16          6.04           5.86          5.64
        54                 59              6.32          6.27          6.14           5.94          5.70

        55                 60              6.44          6.39          6.24           6.02          5.75
        56                 61              6.57          6.51          6.34           6.10          5.80
        57                 62              6.71          6.64          6.45           6.18          5.86
        58                 63              6.85          6.77          6.56           6.26          5.91
        59                 64              7.00          6.92          6.68           6.35          5.97

        60                 65              7.16          7.07          6.80           6.43          6.02
        61                 66              7.34          7.23          6.93           6.52          6.07
        62                 67              7.52          7.40          7.06           6.61          6.12
        63                 68              7.72          7.58          7.20           6.70          6.17
        64                 69              7.93          7.77          7.35           6.79          6.21

        65                 70              8.16          7.97          7.50           6.88          6.25
        66                 71              8.40          8.19          7.65           6.97          6.29
        67                 72              8.66          8.42          7.81           7.05          6.33
        68                 73              8.94          8.66          7.97           7.14          6.36
        69                 74              9.24          8.92          8.13           7.22          6.39

        70                 75              9.56          9.19          8.30           7.29          6.41
        71                                 9.91          9.48          8.47           7.36          6.43
        72                                10.29          9.78          8.64           7.43          6.45
        73                                10.69         10.10          8.80           7.49          6.47
        74                                11.13         10.43          8.97           7.55          6.48
        75                                11.60         10.79          9.13           7.60          6.49
</TABLE>
    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.



ISE-CDA-HO


                                       18
<PAGE>

Option 5 - Life Income for Two Payees - An Annuity will be paid during the lives
of 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.



ISE-CDA-HO


                                       19
<PAGE>
                 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%

                         JOINT AND LAST SURVIVOR ANNUITY
                              100% TO THE SURVIVOR
                                NO MINIMUM PERIOD
<TABLE>
<CAPTION>
        Age of
   Second Annuitant                                        Age of Annuitant
                         Male 45      Male 50       Male 55      Male 60      Male 65      Male 70      Male 75
   Male      Female     Female 50    Female 55     Female 60    Female 65    Female 70    Female 75
   ----      ------     ---------    ---------     ---------    ---------    ---------    ---------
    <S>        <C>       <C>           <C>           <C>          <C>          <C>          <C>          <C>
    50         55        $4.10         $4.27         $4.43        $4.57        $4.69        $4.79        $4.86
    55         60         4.21          4.43          4.65         4.86         5.04         5.20         5.32
    60         65         4.30          4.57          4.86         5.15         5.43         5.68         5.88
    65         70         4.38          4.69          5.04         5.43         5.83         6.21         6.56
    70         75         4.44          4.79          5.20         5.68         6.21         6.78         7.33
    75         80         4.48          4.86          5.32         5.88         6.56         7.33         8.16
    80         85         --            4.91          5.41         6.03         6.82         7.80         8.95
</TABLE>

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

                         JOINT AND LAST SURVIVOR ANNUITY
                              100% TO THE SURVIVOR
                                NO MINIMUM PERIOD
 <TABLE>
<CAPTION>
       Age of
  Second Annuitant                                         Age of Annuitant
                        Male 45       Male 50       Male 55      Male 60      Male 65      Male 70      Male 75
   Male      Female    Female 50     Female 55     Female 60    Female 65    Female 70    Female 75
   ----      ------    ---------     ---------     ---------    ---------    ---------    ---------
    <S>        <C>        <C>           <C>           <C>          <C>          <C>          <C>          <C>
    50         55         $5.00         $5.16         $5.31        $5.44        $5.57        $5.67        $5.75
    55         60          5.11          5.31          5.51         5.71         5.90         6.06         6.19
    60         65          5.20          5.44          5.71         5.99         6.26         6.52         6.73
    65         70          5.28          5.57          5.90         6.26         6.65         7.04         7.38
    70         75          5.34          5.67          6.06         6.52         7.04         7.59         8.14
    75         80          5.38          5.75          6.19         6.73         6.38         8.14         8.96
    80         85          --            5.81          6.29         6.90         7.66         8.62         9.76
</TABLE>
    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.



ISE-CDA-HO


                                       20
<PAGE>
                 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%

                         JOINT AND LAST SURVIVOR ANNUITY
                             66-2/3% TO THE SURVIVOR
                                NO MINIMUM PERIOD
<TABLE>
<CAPTION>
       Age of
  Second Annuitant                                         Age of Annuitant
                        Male 45       Male 50       Male 55      Male 60      Male 65      Male 70      Male 75
   Male      Female    Female 50     Female 55     Female 60    Female 65    Female 70    Female 75
   ----      ------    ---------     ---------     ---------    ---------    ---------    ---------     -------
    <S>        <C>        <C>           <C>           <C>          <C>          <C>          <C>          <C>
    50         55         $4.51         $4.72         $4.94        $5.18        $5.44        $5.71        $6.00
    55         60          4.70          4.94          5.20         5.49         5.81         6.14         6.49
    60         65          4.90          5.18          5.49         5.84         6.23         6.65         7.09
    65         70          5.11          5.44          5.81         6.23         6.71         7.25         7.82
    70         75          5.34          5.71          6.14         6.65         7.25         7.93         8.69
    75         80          5.58          6.00          6.49         7.09         7.82         8.69         9.69
    80         85           --           6.28          6.84         7.53         8.39         9.47        10.77
</TABLE>
         Rates for a Variable Annuity with Assumed Net Return Rate of 5%

                         JOINT AND LAST SURVIVOR ANNUITY
                             66-2/3% TO THE SURVIVOR
                                NO MINIMUM PERIOD
<TABLE>
<CAPTION>
       Age of
  Second Annuitant                                         Age of Annuitant
                        Male 45       Male 50       Male 55      Male 60      Male 65      Male 70      Male 75
   Male      Female    Female 50     Female 55     Female 60    Female 65    Female 70    Female 75
   ----      ------    ---------     ---------     ---------    ---------    ---------    ---------     --------
    <S>        <C>        <C>           <C>           <C>          <C>          <C>          <C>          <C>
    50         55         $5.43        $5.62          $5.84        $6.08        $6.36        $6.65        $6.98
    55         60          5.62         5.84           6.10         6.38         6.70         7.06         7.44
    60         65          5.82         6.08           6.38         6.72         7.11         7.54         8.01
    65         70          6.06         6.36           6.70         7.11         7.58         8.12         8.71
    70         75          6.31         6.65           7.06         7.54         8.12         8.80         9.56
    75         80          6.59         6.98           7.44         8.01         8.71         9.56        10.56
    80         85          --           7.31           7.84         8.49         9.33        10.38        11.66
</TABLE>
    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.



ISE-CDA-HO


                                       21
<PAGE>
                 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%

                         JOINT AND LAST SURVIVOR ANNUITY
                               50% TO THE SURVIVOR
                                NO MINIMUM PERIOD
<TABLE>
<CAPTION>
       Age of
  Second Annuitant                                         Age of Annuitant
                         Male 45      Male 50       Male 55      Male 60      Male 65      Male 70      Male 75
   Male       Female    Female 50    Female 55     Female 60    Female 65    Female 70    Female 75
   ----       ------    ---------    ---------     ---------    ---------    ---------    ---------     -------
    <S>        <C>        <C>           <C>           <C>          <C>          <C>          <C>          <C>
    50         55         $4.75         $4.98         $5.24        $5.55        $5.91        $6.32        $6.79
    55         60          4.99          5.24          5.54         5.88         6.28         6.76         7.30
    60         65          5.26          5.55          5.88         6.27         6.73         7.27         7.90
    65         70          5.59          5.91          6.28         6.73         7.26         7.90         8.65
    70         75          5.96          6.32          6.76         7.27         7.90         8.67         9.57
    75         80          6.37          6.79          7.30         7.90         8.65         9.57        10.69
    80         85           --           7.30          7.88         8.59         9.49        10.61        12.00
</TABLE>
         Rates for a Variable Annuity with Assumed Net Return Rate of 5%

                         JOINT AND LAST SURVIVOR ANNUITY
                               50% TO THE SURVIVOR
                                NO MINIMUM PERIOD
<TABLE>
<CAPTION>
       Age of
  Second Annuitant                                         Age of Annuitant
                         Male 45      Male 50       Male 55      Male 60      Male 65      Male 70      Male 75
   Male       Female    Female 50    Female 55     Female 60    Female 65    Female 70    Female 75
   ----       ------    ---------    ---------     ---------    ---------    ---------    ---------     -------
    <S>        <C>        <C>           <C>           <C>          <C>          <C>          <C>          <C>
    50         55        $5.67        $5.89          $6.15        $6.47        $6.84        $7.29         $7.81
    55         60         5.91         6.15           6.44         6.78         7.20         7.70          8.28
    60         65         6.20         6.47           6.78         7.16         7.63         8.19          8.86
    65         70         6.54         6.84           7.20         7.63         8.16         8.80          9.58
    70         75         6.95         7.29           7.70         8.19         8.80         9.56         10.48
    75         80         7.42         7.81           8.28         8.86         9.58        10.48         11.60
    80         85         --           8.39           8.94         9.61        10.46        11.56         12.92
</TABLE>

    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.



ISE-CDA-HO


                                       22
<PAGE>
                 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%

                         JOINT AND LAST SURVIVOR ANNUITY
                              100% TO THE SURVIVOR
                            120 MONTHS MINIMUM PERIOD
<TABLE>
<CAPTION>
       Age of
  Second Annuitant                                         Age of Annuitant
                         Male 45      Male 50       Male 55      Male 60      Male 65      Male 70      Male 75
   Male       Female    Female 50    Female 55     Female 60    Female 65    Female 70    Female 75
   ----       ------    ---------    ---------     ---------    ---------    ---------    ---------     -------
    <S>        <C>        <C>           <C>           <C>          <C>          <C>          <C>          <C>
     50         55       $4.10         $4.27         $4.42        $4.56        $4.68        $4.77         $4.83
     55         60        4.21          4.42          4.64         4.84         5.02         5.16          5.26
     60         65        4.30          4.56          4.84         5.12         5.38         5.61          5.78
     65         70        4.37          4.68          5.02         5.38         5.76         6.10          6.37
     70         75        4.42          4.77          5.16         5.61         6.10         6.58          7.00
     75         80        4.46          4.83          5.26         5.78         6.37         7.00          7.58
     80         85         --           4.86          5.33         5.88         6.55         7.29          8.02
</TABLE>
         Rates for a Variable Annuity with Assumed Net Return Rate of 5%

                         JOINT AND LAST SURVIVOR ANNUITY
                              100% TO THE SURVIVOR
                            120 MONTHS MINIMUM PERIOD
<TABLE>
<CAPTION>
       Age of
  Second Annuitant                                         Age of Annuitant
                         Male 45      Male 50       Male 55      Male 60      Male 65      Male 70      Male 75
   Male       Female    Female 50    Female 55     Female 60    Female 65    Female 70    Female 75
   ----       ------    ---------    ---------     ---------    ---------    ---------    ---------     -------
    <S>        <C>        <C>           <C>           <C>          <C>          <C>          <C>          <C>
     50          55        $5.00       $5.15         $5.30        $5.43        $5.55        $5.64         $5.71
     55          60         5.10        5.30          5.50         5.69         5.87         6.01          6.12
     60          65         5.19        5.43          5.69         5.96         6.21         6.44          6.61
     65          70         5.27        5.55          5.87         6.21         6.57         6.90          7.17
     70          75         5.32        5.64          6.01         6.44         6.90         7.37          7.78
     75          80         5.36        5.71          6.12         6.61         7.17         7.78          8.34
     80          85         --          5.75          6.19         6.72         7.35         8.06          8.76
</TABLE>
    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.



ISE-CDA-HO


                                       23
<PAGE>
5.       Other Terms of Annuity Options

         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.

         Age, where used in the above tables, means age nearest birthday on the
         date of the first payment. The tables for Options 4 and 5 use the
         Annuity table for 1949 with:

         (a)      a 1 year age reduction for males; and

         (b)      a 6 year age reduction for females.

         If Fixed Annuity Options 3, 4, or 5 are chosen and Aetna's current
         applicable rates at that time are larger than the rates above, the
         larger payment will be made.

6.       Death of Annuitant/Beneficiary

         When an Annuitant dies while payments are being made under an Annuity
         Option, payments will be continued to the beneficiary as provided by
         the option. If no beneficiary is living, the present value of any
         remaining payments will be paid in one sum to the Owner. The present
         value will assume the same interest rate that was used when the first
         payment was made.

         When a beneficiary dies while a sum is held at interest, the amount
         held will be paid in one sum to the estate of the beneficiary. When a
         beneficiary dies while payments are being made under an Annuity Option,
         the present value of any remaining payments will be paid in one sum to
         the estate of the beneficiary. The present value will assume the same
         interest rate that was used when the first payment was made.



ISE-CDA-HO


                                       24
<PAGE>
                    Aetna Life Insurance and Annuity Company
                        Home Office: 151 FARMINGTON AVE.
                           HARTFORD, CONNECTICUT 06156
                                 (203) 273-0123


                       INDIVIDUAL SINGLE DEPOSIT CONTRACT
                    VARIALBE OR FIXED ANNUITY OR COMBINATION
                                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.



ISE-CDA-HO


                                       25


                                   EX-99.B.4.8


                    Aetna Life Insurance and Annuity Company

                               FORM OF ENDORSEMENT

The Contract is hereby endorsed as follows:

(1)      Section 3.08 Net Return Factors(s) - Separate Account, Subsection (e)
         is amended and restated as follows:

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

(2)      Section 4.01 Choices to be Made is amended and restated as follows:

         The Contract Holder may tell Aetna, on behalf of a retired or separated
         Participant, to pay all or any portion of a Participant's Participant
         Account (minus any premium tax) as a premium for an Annuity under
         Option 1, 2, or 3 (see 4.06). The first Annuity payment must generally
         be made no later than the April 1 of the calendar year following the
         year in which the Participant turns age 70-1/2 or retires, whichever
         occurs later. Aetna may be told to make the first Annuity payment
         during any prior month.

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

         (a)    a Fixed Annuity using the General Account;
         (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%. 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%.

(3)      Section 4.02 Terms of Annuity Options, subparagraphs (c), (d) and (e)
         are amended and restated as follows:

         (c)    No choice of any Annuity Option may be made if the first payment
                would be less than $50 per month or if the total payments in a
                year would be less than $250 (unless otherwise required by state
                law).

         (d)    If a Fixed Annuity under Option 1, 2, or 3 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.

         (e)    To calculate the guaranteed first payment of a variable annuity
                or the payments for a fixed Annuity, we will use the Annuitant's
                adjusted age and, if applicable, the second Annuitant's adjusted
                age. The Annuitant's adjusted age and, if applicable, the second
                Annuitant's adjusted age is the person's age as of the birthday
                closest to the day Annuity payments begin, reduced as follows:

                (1)   Reduced by one year for payments before January 31, 2000;
                (2)   Reduced by two years for payments beginning during the
                      period from January 1, 2000 through December 31, 2009;
                (3)   Starting on January 1, 2010, reduced by one additional
                      year for payments beginning in each succeeding decade.

EGATHDF-00

<PAGE>



(4)      Subparagraph (g) is added to Section 4.02 Terms of Annuity Options as
         follows:

         (g)    At the request of the Contract Holder or the Participant if the
                Contract Holder has directed Aetna to accept such a request from
                the Participant, all or any portion of the Current Value may be
                transferred from any Fund to any other allowable Fund. Aetna
                reserves the right to allow no more than four Funds to be
                selected at any one time. Fund transfers will be processed as of
                the Valuation Period following receipt of a transfer request in
                Good Order at Aetna's Home Office. During the Annuity period,
                the maximum number of allowable transfers in a calendar year is
                twelve. Aetna reserves the right to increase the number of
                allowable transfers. Transfers into or out of the Fixed Account
                are not permitted.

         Fund transfer requests must be expressed as a percentage of each Fund's
         allocation to the Annuity payment. Aetna may establish a minimum
         transfer amount.

(5)      Section 4.03 Death of Annuitant/Beneficiary is amended and restated as
         follows:

         Upon the death of the Annuitant(s), any remaining guaranteed payments
         will continue to the beneficiary unless the beneficiary elects to
         receive the present value of any remaining guaranteed payments in a
         lump sum. Such payments will be paid at least as rapidly as under the
         method of distribution then in effect.

         The interest rate used to determine the first Annuity Payment will be
         used to calculate the present value. The present value will be
         determined as of the Valuation Period in which proof of death
         acceptable to Aetna and a request for payment is received at Aetna's
         Home Office.

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

(6)      Section 4.06 Annuity Options is amended and restated as follows:

         Option 1 - 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 5 and not more than 30 and the Annuity may be a Fixed or Variable
         Annuity.

         Option 2 - Life Income - An Annuity will be paid for the life of the
         Annuitant. When this option is chosen, a choice of the following
         guarantees is also available:

         (a)    Aetna will guarantee a minimum specified number of payments (5
                through 30 years may be elected); or
         (b)    Cash Refund Guarantee - payments will be guaranteed for the
                amount applied to the Annuity Option. If the Annuitant dies
                prior to the payment of the amount applied to the Annuity Option
                (less any premium tax), any remaining balance will be paid in
                one sum to the beneficiary. This choice is available only on a
                Fixed Annuity.

         Option 3 - Life Income for Two Payees - An Annuity will be paid during
         the lives of 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;.
         (d)    100% of the payment to continue after the first death with a
                guarantee of 5-30 years;
         (e)    100% of the payment to continue at the death of the second
                Annuitant and 50% of the payment to continue at the death of the
                Annuitant; or
         (f)    100% of the payment to continue after the first death. Payments
                are guaranteed for the amount applied to the Annuity Option
                (less any premium tax) and any remaining balance will be paid in
                one sum to the beneficiary. This option is only available on a
                Fixed Annuity.

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


                                        2
<PAGE>



                                    OPTION 1

                      Payments for a Stated Period of Time

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

         Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.0%
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
                                  Monthly                                              Monthly
         Years                    Payment                     Years                    Payment
- --------------------------------------------------------------------------------------------------------
            <S>                     <C>                        <C>                        <C>
             5                      $17.91                     18                         $5.96
             6                       15.14                     19                          5.73
             7                       13.16                     20                          5.51
             8                       11.68                     21                          5.32
             9                       10.53                     22                          5.15
            10                        9.61                     23                          4.99
            11                        8.86                     24                          4.84
            12                        8.24                     25                          4.71
            13                        7.71                     26                          4.59
            14                        7.26                     27                          4.47
            15                        6.87                     28                          4.37
            16                        6.53                     29                          4.27
            17                        6.23                     30                          4.18
- --------------------------------------------------------------------------------------------------------
</TABLE>

                 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 3.5%
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
                                  Monthly                                              Monthly
         Years                    Payment                     Years                    Payment
- --------------------------------------------------------------------------------------------------------
            <S>                     <C>                        <C>                        <C>
             5                      $18.12                     18                         $6.20
             6                       15.35                     19                          5.97
             7                       13.38                     20                          5.75
             8                       11.90                     21                          5.56
             9                       10.75                     22                          5.39
            10                        9.83                     23                          5.24
            11                        9.09                     24                          5.09
            12                        8.46                     25                          4.96
            13                        7.94                     26                          4.84
            14                        7.49                     27                          4.73
            15                        7.10                     28                          4.63
            16                        6.76                     29                          4.53
            17                        6.47                     30                          4.45
- --------------------------------------------------------------------------------------------------------
</TABLE>

                                       3
<PAGE>



                                    OPTION 1

                      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 Variable Annuity with Assumed Net Return Rate of 5.0%
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
                                  Monthly                                              Monthly
         Years                    Payment                     Years                    Payment
- --------------------------------------------------------------------------------------------------------
            <S>                     <C>                        <C>                        <C>
             5                      $18.74                     18                         $6.94
             6                       15.99                     19                          6.71
             7                       14.02                     20                          6.51
             8                       12.56                     21                          6.33
             9                       11.42                     22                          6.17
            10                       10.51                     23                          6.02
            11                        9.77                     24                          5.88
            12                        9.16                     25                          5.76
            13                        8.64                     26                          5.65
            14                        8.20                     27                          5.54
            15                        7.82                     28                          5.45
            16                        7.49                     29                          5.36
            17                        7.20                     30                          5.28
- --------------------------------------------------------------------------------------------------------
</TABLE>


                                        4
<PAGE>



                                    OPTION 2

                                   Life Income

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

         Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.0%

                Payments Guaranteed for a Stated Period of Years
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
  Adjusted
   Age of          None             5             10             15             20            Cash
  Annuitant                                                                                  Refund
- --------------------------------------------------------------------------------------------------------
     <S>               <C>            <C>            <C>            <C>            <C>            <C>
     50                $4.05          $4.05          $4.03          $3.99          $3.93          $3.89
     51                 4.12           4.11           4.09           4.05           3.99           3.94
     52                 4.19           4.19           4.16           4.11           4.04           4.00
     53                 4.27           4.26           4.23           4.18           4.10           4.06
     54                 4.35           4.34           4.31           4.25           4.16           4.12

     55                 4.44           4.42           4.39           4.32           4.22           4.19
     56                 4.53           4.51           4.47           4.40           4.29           4.26
     57                 4.62           4.61           4.56           4.48           4.35           4.33
     58                 4.72           4.71           4.65           4.56           4.42           4.41
     59                 4.83           4.81           4.75           4.64           4.49           4.49

     60                 4.95           4.93           4.86           4.73           4.55           4.57
     61                 5.07           5.05           4.97           4.83           4.62           4.66
     62                 5.20           5.17           5.08           4.92           4.69           4.76
     63                 5.34           5.31           5.20           5.02           4.76           4.85
     64                 5.49           5.45           5.33           5.12           4.83           4.96

     65                 5.65           5.61           5.47           5.22           4.89           5.06
     66                 5.82           5.77           5.61           5.33           4.96           5.18
     67                 6.01           5.94           5.75           5.44           5.02           5.30
     68                 6.20           6.13           5.91           5.54           5.08           5.42
     69                 6.41           6.33           6.07           5.65           5.14           5.56

     70                 6.64           6.54           6.23           5.76           5.19           5.70
     71                 6.88           6.76           6.41           5.86           5.24           5.84
     72                 7.14           7.00           6.59           5.97           5.28           6.00
     73                 7.43           7.26           6.77           6.06           5.32           6.16
     74                 7.73           7.53           6.96           6.16           5.35           6.33

     75                 8.06           7.82           7.14           6.25           5.38           6.51
- --------------------------------------------------------------------------------------------------------
</TABLE>

 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.



                                        5
<PAGE>



                                    OPTION 2

                                   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 3.5%

                Payments Guaranteed for a Stated Period of Years
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
   Adjusted
    Age of             None               5                10               15                20
   Annuitant
- --------------------------------------------------------------------------------------------------------
     <S>                    <C>              <C>               <C>              <C>               <C>
      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
- --------------------------------------------------------------------------------------------------------
</TABLE>

 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.


                                        6
<PAGE>



                                    OPTION 2

                                   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 Years
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
   Adjusted
    Age of             None               5                10               15                20
   Annuitant
- --------------------------------------------------------------------------------------------------------
<S>                         <C>              <C>               <C>              <C>               <C>
      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
- --------------------------------------------------------------------------------------------------------
</TABLE>

 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.


                                        7
<PAGE>



                                    OPTION 3

                         Life Income for Two Annuitants

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

         Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.0%
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
         Adjusted Ages                                                                Option 3d
- --------------------------------
                      Second                                                          10 Years
   Annuitant        Annuitant       Option 3a        Option 3b        Option 3c      Guaranteed       Option 3e        Option 3f
- ------------------------------------------------------------------------------------------------------------------------------------
       <S>              <C>                <C>              <C>             <C>              <C>              <C>             <C>
       55               50                 $3.69            $4.05           $4.27            $3.69            $4.03           $3.67
       55               55                  3.88             4.25            4.47             3.87             4.14            3.85
       55               60                  3.99             4.44            4.71             3.98             4.20            3.94

       60               55                  3.99             4.44            4.71             3.98             4.42            3.94
       60               60                  4.24             4.71            4.99             4.23             4.57            4.17
       60               65                  4.38             4.97            5.32             4.38             4.65            4.29

       65               60                  4.38             4.97            5.32             4.38             4.93            4.29
       65               65                  4.72             5.33            5.70             4.71             5.14            4.59
       65               70                  4.93             5.68            6.15             4.91             5.27            4.74

       70               65                  4.93             5.68            6.15             4.91             5.66            4.74
       70               70                  5.40             6.21            6.70             5.36             5.96            5.13
       70               75                  5.69             6.68            7.32             5.62             6.13            5.29

       75               70                  5.69             6.68            7.32             5.62             6.67            5.29
       75               75                  6.37             7.45            8.15             6.23             7.12            5.78
       75               80                  6.78             8.11            8.99             6.54             7.36            5.93
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

 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.


                                        8
<PAGE>



                                    OPTION 3

                         Life Income for Two Annuitants

                 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 3.5%
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
          Adjusted Ages                                                                    Option 3d
- ----------------------------------
                      Second                                                               10 Years
   Annuitant        Annuitant         Option 3a        Option 3b         Option 3c        Guaranteed        Option 3e
- --------------------------------------------------------------------------------------------------------------------------
      <S>               <C>                  <C>               <C>               <C>              <C>               <C>
      55                50                   $3.97             $4.35             $4.56            $3.97             $4.31
      55                55                    4.16              4.54              4.76             4.15              4.42
      55                60                    4.27              4.73              5.00             4.26              4.48

      60                55                    4.27              4.73              5.00             4.26              4.70
      60                60                    4.51              4.99              5.27             4.50              4.84
      60                65                    4.66              5.25              5.61             4.65              4.93

      65                60                    4.66              5.25              5.61             4.65              5.22
      65                65                    4.99              5.61              5.99             4.98              5.42
      65                70                    5.19              5.97              6.44             5.17              5.54

      70                65                    5.19              5.97              6.44             5.17              5.93
      70                70                    5.67              6.49              6.99             5.62              6.23
      70                75                    5.95              6.96              7.61             5.87              6.40

      75                70                    5.95              6.96              7.61             5.87              6.95
      75                75                    6.64              7.73              8.43             6.48              7.40
      75                80                    7.04              8.39              9.29             6.79              7.64
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>

 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.


                                        9
<PAGE>



                                    OPTION 3

                         Life Income for Two Annuitants

                 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%
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
          Adjusted Ages                                                                    Option 3d
- ---------------------------------
                      Second                                                               10 Years
   Annuitant        Annuitant         Option 3a        Option 3b         Option 3c        Guaranteed        Option 3e
- --------------------------------------------------------------------------------------------------------------------------
      <S>               <C>                  <C>               <C>               <C>              <C>               <C>
      55                50                   $4.88             $5.26             $5.48            $4.88             $5.23
      55                55                    5.04              5.44              5.66             5.04              5.32
      55                60                    5.15              5.63              5.91             5.14              5.38

      60                55                    5.15              5.63              5.91             5.14              5.59
      60                60                    5.37              5.87              6.16             5.37              5.72
      60                65                    5.52              6.14              6.51             5.51              5.80

      65                60                    5.52              6.14              6.51             5.51              6.10
      65                65                    5.83              6.49              6.87             5.82              6.29
      65                70                    6.04              6.84              7.34             6.00              6.41

      70                65                    6.04              6.84              7.34             6.00              6.81
      70                70                    6.49              7.35              7.87             6.44              7.08
      70                75                    6.77              7.84              8.51             6.68              7.25

      75                70                    6.77              7.84              8.51             6.68              7.81
      75                75                    7.45              8.60              9.33             7.27              8.25
      75                80                    7.86              9.28             10.20             7.57              8.49
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>

 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.


                                       10
<PAGE>



Endorsed and made part of the Contract on the effective date of the Contract.






                                       President
                                       Aetna Life Insurance and Annuity Company








                                       11


                                   Ex-99-B.4.9

                    Aetna Life Insurance and Annuity Company

                               FORM OF ENDORSEMENT

The Contract is hereby endorsed as follows:

(1)      Section 2. b), subparagraph (e) of endorsement EAMAR-HD is amended and
         restated as follows:

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

(2)      Under the Contract Section titled Deposit, Reserve, and Surrender
         Provisions:

         Investment Increment Factors - Separate Account, delete subsection (c)
         of the second paragraph and replace with the following:

         (c)    a daily actuarial charge at an annual rate of [1.25%] during the
                accumulation phase and [1.25%] during the annuity phase for
                annuity mortality and expense risks and profit.

         Individual Account Reserve, subparagraph (e) is deleted in its
         entirety.

(3)      Section 2. e) of endorsement EAMAR-HD is deleted in its entirety.

(4)      Under the Contract Section titled Annuity Provisions, Section 1.
         Choices to be Made is amended and restated as follows:

         The owner may tell Aetna to pay the Individual Account Reserve (minus
         any premium tax) as a premium for an Annuity under Option 1, 2, or 3
         (see below). The first Annuity payment must generally be made no later
         than the April 1 of the calendar year following the year in which the
         Participant turns age 70-1/2 or retires, whichever occurs later. The
         Owner may tell Aetna to make the first Annuity payment on the first day
         of any prior month.

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

         (a)    a Fixed Annuity
         (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%. Aetna may add interest daily at any higher
         rate.

         If a Variable Annuity is chosen, an assumed net return rate of 5% per
         year may be chosen. If not chosen, Aetna will use an assumed net return
         rate of 3.5% per year.

(5)      Under the Contract Section titled Annuity Provisions, Section 4.
         Annuity Options is amended and restated as follows:

         Option 1 - 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 5 and not more than 30 and the Annuity may be a Fixed or Variable
         Annuity.

         Option 2 - Life Income - An Annuity will be paid for the life of the
         Annuitant. When this option is chosen, a choice of the following
         guarantees is also available:

         (a)    Aetna will guarantee a minimum specified number of payments (5
                through 30 years may be elected); or

         (b)    Cash Refund Guarantee - payments will be guaranteed for the
                amount applied to the Annuity Option. If the Annuitant dies
                prior to the payment of the amount applied to the Annuity Option
                (less any premium tax), any remaining balance will be paid in
                one sum to the beneficiary. This choice is available only on a
                Fixed Annuity.

EGATH0-00

<PAGE>



         Option 3 - Life Income for Two Payees - An Annuity will be paid during
         the lives of 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;
         (d)    100% of the payment to continue after the first death with a
                guarantee of 5-30 years;
         (e)    100% of the payment to continue at the death of the second
                Annuitant and 50% of the payment to continue at the death of the
                Annuitant; or
         (f)    100% of the payment to continue after the first death. Payments
                are guaranteed for the amount applied to the Annuity Option
                (less any premium tax), and any remaining balance will be paid
                in one sum to the beneficiary. This option is only available on
                a Fixed Annuity.

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




                                        2
<PAGE>



                                    OPTION 1

                      Payments for a Stated Period of Time

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

         Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.0%
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
                                  Monthly                                              Monthly
         Years                    Payment                     Years                    Payment
- --------------------------------------------------------------------------------------------------------
            <S>                     <C>                        <C>                        <C>
             5                      $17.91                     18                         $5.96
             6                       15.14                     19                          5.73
             7                       13.16                     20                          5.51
             8                       11.68                     21                          5.32
             9                       10.53                     22                          5.15
            10                        9.61                     23                          4.99
            11                        8.86                     24                          4.84
            12                        8.24                     25                          4.71
            13                        7.71                     26                          4.59
            14                        7.26                     27                          4.47
            15                        6.87                     28                          4.37
            16                        6.53                     29                          4.27
            17                        6.23                     30                          4.18
- --------------------------------------------------------------------------------------------------------
</TABLE>

                 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 3.5%
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
                                  Monthly                                              Monthly
         Years                    Payment                     Years                    Payment
- --------------------------------------------------------------------------------------------------------
            <S>                    <C>                        <C>                        <C>
             5                      $18.12                     18                         $6.20
             6                       15.35                     19                          5.97
             7                       13.38                     20                          5.75
             8                       11.90                     21                          5.56
             9                       10.75                     22                          5.39
            10                        9.83                     23                          5.24
            11                        9.09                     24                          5.09
            12                        8.46                     25                          4.96
            13                        7.94                     26                          4.84
            14                        7.49                     27                          4.73
            15                        7.10                     28                          4.63
            16                        6.76                     29                          4.53
            17                        6.47                     30                          4.45
- --------------------------------------------------------------------------------------------------------
</TABLE>


                                        3
<PAGE>


                                    OPTION 1

                      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 Variable Annuity with Assumed Net Return Rate of 5.0%
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
                                  Monthly                                              Monthly
         Years                    Payment                     Years                    Payment
- --------------------------------------------------------------------------------------------------------
            <S>                     <C>                        <C>                        <C>
             5                      $18.74                     18                         $6.94
             6                       15.99                     19                          6.71
             7                       14.02                     20                          6.51
             8                       12.56                     21                          6.33
             9                       11.42                     22                          6.17
            10                       10.51                     23                          6.02
            11                        9.77                     24                          5.88
            12                        9.16                     25                          5.76
            13                        8.64                     26                          5.65
            14                        8.20                     27                          5.54
            15                        7.82                     28                          5.45
            16                        7.49                     29                          5.36
            17                        7.20                     30                          5.28
- --------------------------------------------------------------------------------------------------------
</TABLE>


                                        4
<PAGE>



                                    OPTION 2

                                   Life Income

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

         Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.0%

                Payments Guaranteed for a Stated Period of Years
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
  Adjusted
   Age of          None             5             10             15             20            Cash
  Annuitant                                                                                  Refund
- --------------------------------------------------------------------------------------------------------
     <S>               <C>            <C>            <C>            <C>            <C>            <C>
     50                $4.05          $4.05          $4.03          $3.99          $3.93          $3.89
     51                 4.12           4.11           4.09           4.05           3.99           3.94
     52                 4.19           4.19           4.16           4.11           4.04           4.00
     53                 4.27           4.26           4.23           4.18           4.10           4.06
     54                 4.35           4.34           4.31           4.25           4.16           4.12

     55                 4.44           4.42           4.39           4.32           4.22           4.19
     56                 4.53           4.51           4.47           4.40           4.29           4.26
     57                 4.62           4.61           4.56           4.48           4.35           4.33
     58                 4.72           4.71           4.65           4.56           4.42           4.41
     59                 4.83           4.81           4.75           4.64           4.49           4.49

     60                 4.95           4.93           4.86           4.73           4.55           4.57
     61                 5.07           5.05           4.97           4.83           4.62           4.66
     62                 5.20           5.17           5.08           4.92           4.69           4.76
     63                 5.34           5.31           5.20           5.02           4.76           4.85
     64                 5.49           5.45           5.33           5.12           4.83           4.96

     65                 5.65           5.61           5.47           5.22           4.89           5.06
     66                 5.82           5.77           5.61           5.33           4.96           5.18
     67                 6.01           5.94           5.75           5.44           5.02           5.30
     68                 6.20           6.13           5.91           5.54           5.08           5.42
     69                 6.41           6.33           6.07           5.65           5.14           5.56

     70                 6.64           6.54           6.23           5.76           5.19           5.70
     71                 6.88           6.76           6.41           5.86           5.24           5.84
     72                 7.14           7.00           6.59           5.97           5.28           6.00
     73                 7.43           7.26           6.77           6.06           5.32           6.16
     74                 7.73           7.53           6.96           6.16           5.35           6.33

     75                 8.06           7.82           7.14           6.25           5.38           6.51
- --------------------------------------------------------------------------------------------------------
</TABLE>

 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.

                                        5
<PAGE>



                                    OPTION 2

                                   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 3.5%

                Payments Guaranteed for a Stated Period of Years
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
   Adjusted
    Age of             None               5                10               15                20
   Annuitant
- --------------------------------------------------------------------------------------------------------
      <S>                   <C>              <C>               <C>              <C>               <C>
      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
- --------------------------------------------------------------------------------------------------------
</TABLE>

 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.


                                                             6
<PAGE>



                                    OPTION 2

                                   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 Years
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
   Adjusted
    Age of             None               5                10               15                20
   Annuitant
- --------------------------------------------------------------------------------------------------------
      <S>                   <C>              <C>               <C>              <C>               <C>
      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
- --------------------------------------------------------------------------------------------------------
</TABLE>

 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.


                                        7
<PAGE>



                                    OPTION 3

                         Life Income for Two Annuitants

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

         Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.0%
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
         Adjusted Ages                                                                Option 3d
- ---------------------------------
                      Second                                                          10 Years
   Annuitant        Annuitant       Option 3a        Option 3b         Option  3c    Guaranteed       Option 3e        Option 3f
- ------------------------------------------------------------------------------------------------------------------------------------
       <S>              <C>                <C>              <C>             <C>              <C>              <C>             <C>
       55               50                 $3.69            $4.05           $4.27            $3.69            $4.03           $3.67
       55               55                  3.88             4.25            4.47             3.87             4.14            3.85
       55               60                  3.99             4.44            4.71             3.98             4.20            3.94

       60               55                  3.99             4.44            4.71             3.98             4.42            3.94
       60               60                  4.24             4.71            4.99             4.23             4.57            4.17
       60               65                  4.38             4.97            5.32             4.38             4.65            4.29

       65               60                  4.38             4.97            5.32             4.38             4.93            4.29
       65               65                  4.72             5.33            5.70             4.71             5.14            4.59
       65               70                  4.93             5.68            6.15             4.91             5.27            4.74

       70               65                  4.93             5.68            6.15             4.91             5.66            4.74
       70               70                  5.40             6.21            6.70             5.36             5.96            5.13
       70               75                  5.69             6.68            7.32             5.62             6.13            5.29

       75               70                  5.69             6.68            7.32             5.62             6.67            5.29
       75               75                  6.37             7.45            8.15             6.23             7.12            5.78
       75               80                  6.78             8.11            8.99             6.54             7.36            5.93
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

 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.


                                        8
<PAGE>



                                    OPTION 3

                         Life Income for Two Annuitants

                 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 3.5%
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
          Adjusted Ages                                                                    Option 3d
- ----------------------------------
                      Second                                                               10 Years
   Annuitant        Annuitant         Option 3a        Option 3b         Option 3c        Guaranteed        Option 3e
- --------------------------------------------------------------------------------------------------------------------------
      <S>               <C>                  <C>               <C>               <C>              <C>               <C>
      55                50                   $3.97             $4.35             $4.56            $3.97             $4.31
      55                55                    4.16              4.54              4.76             4.15              4.42
      55                60                    4.27              4.73              5.00             4.26              4.48

      60                55                    4.27              4.73              5.00             4.26              4.70
      60                60                    4.51              4.99              5.27             4.50              4.84
      60                65                    4.66              5.25              5.61             4.65              4.93

      65                60                    4.66              5.25              5.61             4.65              5.22
      65                65                    4.99              5.61              5.99             4.98              5.42
      65                70                    5.19              5.97              6.44             5.17              5.54

      70                65                    5.19              5.97              6.44             5.17              5.93
      70                70                    5.67              6.49              6.99             5.62              6.23
      70                75                    5.95              6.96              7.61             5.87              6.40

      75                70                    5.95              6.96              7.61             5.87              6.95
      75                75                    6.64              7.73              8.43             6.48              7.40
      75                80                    7.04              8.39              9.29             6.79              7.64
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>

 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.


                                        9
<PAGE>



                                    OPTION 3

                         Life Income for Two Annuitants

                 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%
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
          Adjusted Ages                                                                    Option 3d
- ---------------------------------
                      Second                                                               10 Years
   Annuitant        Annuitant         Option 3a        Option 3b         Option 3c        Guaranteed        Option 3e
- --------------------------------------------------------------------------------------------------------------------------
      <S>               <C>                  <C>               <C>               <C>              <C>               <C>
      55                50                   $4.88             $5.26             $5.48            $4.88             $5.23
      55                55                    5.04              5.44              5.66             5.04              5.32
      55                60                    5.15              5.63              5.91             5.14              5.38

      60                55                    5.15              5.63              5.91             5.14              5.59
      60                60                    5.37              5.87              6.16             5.37              5.72
      60                65                    5.52              6.14              6.51             5.51              5.80

      65                60                    5.52              6.14              6.51             5.51              6.10
      65                65                    5.83              6.49              6.87             5.82              6.29
      65                70                    6.04              6.84              7.34             6.00              6.41

      70                65                    6.04              6.84              7.34             6.00              6.81
      70                70                    6.49              7.35              7.87             6.44              7.08
      70                75                    6.77              7.84              8.51             6.68              7.25

      75                70                    6.77              7.84              8.51             6.68              7.81
      75                75                    7.45              8.60              9.33             7.27              8.25
      75                80                    7.86              9.28             10.20             7.57              8.49
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>

 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.


                                       10
<PAGE>



(6)      Under the Contract Section titled Annuity Provisions, Section 5. Other
         Terms of Annuity Options is amended and restated as follows:

         No choice of any Annuity Option may be made if the first payment would
         be less than $50 per month or if the total payments in a year would be
         less than $250 (unless otherwise required by state law).

         To calculate the guaranteed first payment of a Variable Annuity or the
         payments for a Fixed Annuity, Aetna will use the Annuitant's adjusted
         age and, if applicable, the second Annuitant's adjusted age. The
         Annuitant's adjusted age and, if applicable, the second Annuitant's
         adjusted age is the person's age as of the birthday closest to the day
         Annuity payments begin, reduced as follows:

         (a)    Reduced by one year for payments before January 31, 2000;
         (c)    Reduced by two years for payments beginning during the period
                from January 1, 2000 through December 31, 2009;
         (c)    Starting on January 1, 2010, reduced by one additional year for
                payments beginning in each succeeding decade.

         At the request of the Owner or the Participant, if the Owner has
         directed Aetna to accept such a request from the Participant, all or
         any portion of the Individual Account Reserve may be transferred from
         any Fund to any other allowable Fund. Aetna reserves the right to allow
         no more than four Funds to be selected at any one time. Fund transfers
         will be processed as of the Valuation Period following receipt of a
         transfer request at Aetna's Home Office. During the Annuity period, the
         maximum number of allowable transfers in a calendar year is twelve.
         Aetna reserves the right to increase the number of allowable transfers.
         Transfers into or out of the Fixed Account are not permitted.

         Fund transfer requests must be expressed as a percentage of each Fund's
         allocation to the Annuity payment. Aetna may establish a minimum
         transfer amount.

(7)      Under the Contract Section titled Annuity Provisions, Section 6. Death
         of Annuitant/Beneficiary is amended and restated as follows:

         Upon the death of the Annuitant(s), any remaining guaranteed payments
         will continue to the beneficiary unless the beneficiary elects to
         receive the present value of any remaining guaranteed payments in a
         lump sum. Such payments will be paid at least as rapidly as under the
         method of distribution then in effect.

         The interest rate used to determine the first Annuity payment will be
         used to calculate the present value. The present value will be
         determined as of the Valuation Period in which proof of death
         acceptable to Aetna and a request for payment is received at Aetna's
         Home Office.

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

Endorsed and made part of the Contract on the effective date of the Contract.






                                       President
                                       Aetna Life Insurance and Annuity Company





                                       11



                                  Ex-99.B.4.10

                    Aetna Life Insurance and Annuity Company

                               FORM OF ENDORSEMENT

The Contract is hereby endorsed as follows:

(1)      Section 2. b), subparagraph (e) of endorsement EAAR-HD is amended and
         restated as follows:

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

(2)      Under the Contract Section titled Deposit, Reserve, and Surrender
         Provisions:

         Investment Increment Factors - Separate Account, delete subsection (c)
         of the second paragraph and replace with the following:

         (c)    a daily actuarial charge at an annual rate of [1.25%] during the
                accumulation phase and [1.25%] during the annuity phase for
                annuity mortality and expense risks and profit.

         Individual Account Reserve, subparagraph (e) is deleted in its
         entirety.

(3)      Under the Contract Section titled Annuity Provisions, Section 1.
         Choices to be Made is amended and restated as follows:

         The owner may tell Aetna to pay the Individual Account Reserve (minus
         any premium tax) as a premium for an Annuity under Option 1, 2, or 3
         (see below). The first Annuity payment must generally be made no later
         than the April 1 of the calendar year following the year in which the
         Participant turns age 70-1/2 or retires, whichever occurs later. The
         Owner may tell Aetna to make the first Annuity payment on the first day
         of any prior month.

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

         (a)    a Fixed Annuity
         (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%. Aetna may add interest daily at any higher
         rate.

         If a Variable Annuity is chosen, an assumed net return rate of 5% per
         year may be chosen. If not chosen, Aetna will use an assumed net return
         rate of 3.5% per year.

(4)      Under the Contract Section titled Annuity Provisions, Section 4.
         Annuity Options is amended and restated as follows:

         Option 1 - 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 5 and not more than 30 and the Annuity may be a Fixed or Variable
         Annuity.

         Option 2 - Life Income - An Annuity will be paid for the life of the
         Annuitant. When this option is chosen, a choice of the following
         guarantees is also available:

         (a)    Aetna will guarantee a minimum specified number of payments (5
                through 30 years may be elected); or

         (b)    Cash Refund Guarantee - payments will be guaranteed for the
                amount applied to the Annuity Option. If the Annuitant dies
                prior to the payment of the amount applied to the Annuity Option
                (less any premium tax), any remaining balance will be paid in
                one sum to the beneficiary. This choice is available only on a
                Fixed Annuity.

EGAT-GSDH0-00

<PAGE>



         Option 3 - Life Income for Two Payees - An Annuity will be paid during
         the lives of 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;
         (d)    100% of the payment to continue after the first death with a
                guarantee of 5-30 years;
         (e)    100% of the payment to continue at the death of the second
                Annuitant and 50% of the payment to continue at the death of the
                Annuitant; or
         (f)    100% of the payment to continue after the first death. Payments
                are guaranteed for the amount applied to the Annuity Option
                (less any premium tax), and any remaining balance will be paid
                in one sum to the beneficiary. This option is only available on
                a Fixed Annuity.

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


                                        2
<PAGE>



                                    OPTION 1

                      Payments for a Stated Period of Time

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

         Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.0%
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
                                  Monthly                                              Monthly
         Years                    Payment                     Years                    Payment
- --------------------------------------------------------------------------------------------------------
            <S>                     <C>                        <C>                        <C>
             5                      $17.91                     18                         $5.96
             6                       15.14                     19                          5.73
             7                       13.16                     20                          5.51
             8                       11.68                     21                          5.32
             9                       10.53                     22                          5.15
            10                        9.61                     23                          4.99
            11                        8.86                     24                          4.84
            12                        8.24                     25                          4.71
            13                        7.71                     26                          4.59
            14                        7.26                     27                          4.47
            15                        6.87                     28                          4.37
            16                        6.53                     29                          4.27
            17                        6.23                     30                          4.18
- --------------------------------------------------------------------------------------------------------
</TABLE>

                 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 3.5%
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
                                  Monthly                                              Monthly
         Years                    Payment                     Years                    Payment
- --------------------------------------------------------------------------------------------------------
            <S>                     <C>                        <C>                        <C>
             5                      $18.12                     18                         $6.20
             6                       15.35                     19                          5.97
             7                       13.38                     20                          5.75
             8                       11.90                     21                          5.56
             9                       10.75                     22                          5.39
            10                        9.83                     23                          5.24
            11                        9.09                     24                          5.09
            12                        8.46                     25                          4.96
            13                        7.94                     26                          4.84
            14                        7.49                     27                          4.73
            15                        7.10                     28                          4.63
            16                        6.76                     29                          4.53
            17                        6.47                     30                          4.45
- --------------------------------------------------------------------------------------------------------
</TABLE>


                                        3
<PAGE>


                                    OPTION 1

                      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 Variable Annuity with Assumed Net Return Rate of 5.0%
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
                                  Monthly                                              Monthly
         Years                    Payment                     Years                    Payment
- --------------------------------------------------------------------------------------------------------
            <S>                     <C>                        <C>                        <C>
             5                      $18.74                     18                         $6.94
             6                       15.99                     19                          6.71
             7                       14.02                     20                          6.51
             8                       12.56                     21                          6.33
             9                       11.42                     22                          6.17
            10                       10.51                     23                          6.02
            11                        9.77                     24                          5.88
            12                        9.16                     25                          5.76
            13                        8.64                     26                          5.65
            14                        8.20                     27                          5.54
            15                        7.82                     28                          5.45
            16                        7.49                     29                          5.36
            17                        7.20                     30                          5.28
- --------------------------------------------------------------------------------------------------------
</TABLE>


                                        4
<PAGE>



                                    OPTION 2

                                   Life Income

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

         Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.0%

                Payments Guaranteed for a Stated Period of Years
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
  Adjusted
   Age of          None             5             10             15             20            Cash
  Annuitant                                                                                  Refund
- --------------------------------------------------------------------------------------------------------
     <S>               <C>            <C>            <C>            <C>            <C>            <C>
     50                $4.05          $4.05          $4.03          $3.99          $3.93          $3.89
     51                 4.12           4.11           4.09           4.05           3.99           3.94
     52                 4.19           4.19           4.16           4.11           4.04           4.00
     53                 4.27           4.26           4.23           4.18           4.10           4.06
     54                 4.35           4.34           4.31           4.25           4.16           4.12

     55                 4.44           4.42           4.39           4.32           4.22           4.19
     56                 4.53           4.51           4.47           4.40           4.29           4.26
     57                 4.62           4.61           4.56           4.48           4.35           4.33
     58                 4.72           4.71           4.65           4.56           4.42           4.41
     59                 4.83           4.81           4.75           4.64           4.49           4.49

     60                 4.95           4.93           4.86           4.73           4.55           4.57
     61                 5.07           5.05           4.97           4.83           4.62           4.66
     62                 5.20           5.17           5.08           4.92           4.69           4.76
     63                 5.34           5.31           5.20           5.02           4.76           4.85
     64                 5.49           5.45           5.33           5.12           4.83           4.96

     65                 5.65           5.61           5.47           5.22           4.89           5.06
     66                 5.82           5.77           5.61           5.33           4.96           5.18
     67                 6.01           5.94           5.75           5.44           5.02           5.30
     68                 6.20           6.13           5.91           5.54           5.08           5.42
     69                 6.41           6.33           6.07           5.65           5.14           5.56

     70                 6.64           6.54           6.23           5.76           5.19           5.70
     71                 6.88           6.76           6.41           5.86           5.24           5.84
     72                 7.14           7.00           6.59           5.97           5.28           6.00
     73                 7.43           7.26           6.77           6.06           5.32           6.16
     74                 7.73           7.53           6.96           6.16           5.35           6.33

     75                 8.06           7.82           7.14           6.25           5.38           6.51
- --------------------------------------------------------------------------------------------------------
</TABLE>

 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.


                                        5
<PAGE>



                                    OPTION 2

                                   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 3.5%

                Payments Guaranteed for a Stated Period of Years
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
   Adjusted
    Age of             None               5                10               15                20
   Annuitant
- ------------------------------------------------------------------------------------------------------------------------
      <S>                   <C>              <C>               <C>              <C>               <C>
      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
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>

 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.


                                        6
<PAGE>



                                    OPTION 2

                                   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 Years
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
   Adjusted
    Age of             None               5                10               15                20
   Annuitant
- ------------------------------------------------------------------------------------------------------------------------
      <S>                   <C>              <C>               <C>              <C>               <C>
      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
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>

 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.


                                        7
<PAGE>



                                    OPTION 3

                         Life Income for Two Annuitants

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

         Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.0%
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
         Adjusted Ages                                                                Option 3d
- --------------------------------
                      Second                                                          10 Years
   Annuitant        Annuitant       Option 3a        Option 3b        Option 3c       Guaranteed       Option 3e        Option 3f
- ------------------------------------------------------------------------------------------------------------------------------------
       <S>              <C>                <C>              <C>             <C>              <C>              <C>             <C>
       55               50                 $3.69            $4.05           $4.27            $3.69            $4.03           $3.67
       55               55                  3.88             4.25            4.47             3.87             4.14            3.85
       55               60                  3.99             4.44            4.71             3.98             4.20            3.94

       60               55                  3.99             4.44            4.71             3.98             4.42            3.94
       60               60                  4.24             4.71            4.99             4.23             4.57            4.17
       60               65                  4.38             4.97            5.32             4.38             4.65            4.29

       65               60                  4.38             4.97            5.32             4.38             4.93            4.29
       65               65                  4.72             5.33            5.70             4.71             5.14            4.59
       65               70                  4.93             5.68            6.15             4.91             5.27            4.74

       70               65                  4.93             5.68            6.15             4.91             5.66            4.74
       70               70                  5.40             6.21            6.70             5.36             5.96            5.13
       70               75                  5.69             6.68            7.32             5.62             6.13            5.29

       75               70                  5.69             6.68            7.32             5.62             6.67            5.29
       75               75                  6.37             7.45            8.15             6.23             7.12            5.78
       75               80                  6.78             8.11            8.99             6.54             7.36            5.93
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

 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.


                                        8
<PAGE>



                                    OPTION 3

                         Life Income for Two Annuitants

                 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 3.5%
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
          Adjusted Ages                                                                    Option 3d
- ----------------------------------
                      Second                                                               10 Years
   Annuitant        Annuitant         Option 3a        Option 3b         Option 3c        Guaranteed        Option 3e
- --------------------------------------------------------------------------------------------------------------------------
      <S>               <C>                  <C>               <C>               <C>              <C>               <C>
      55                50                   $3.97             $4.35             $4.56            $3.97             $4.31
      55                55                    4.16              4.54              4.76             4.15              4.42
      55                60                    4.27              4.73              5.00             4.26              4.48

      60                55                    4.27              4.73              5.00             4.26              4.70
      60                60                    4.51              4.99              5.27             4.50              4.84
      60                65                    4.66              5.25              5.61             4.65              4.93

      65                60                    4.66              5.25              5.61             4.65              5.22
      65                65                    4.99              5.61              5.99             4.98              5.42
      65                70                    5.19              5.97              6.44             5.17              5.54

      70                65                    5.19              5.97              6.44             5.17              5.93
      70                70                    5.67              6.49              6.99             5.62              6.23
      70                75                    5.95              6.96              7.61             5.87              6.40

      75                70                    5.95              6.96              7.61             5.87              6.95
      75                75                    6.64              7.73              8.43             6.48              7.40
      75                80                    7.04              8.39              9.29             6.79              7.64
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>

 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.


                                        9
<PAGE>



                                    OPTION 3

                         Life Income for Two Annuitants

                 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%
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
          Adjusted Ages                                                                    Option 3d
- ---------------------------------
                      Second                                                               10 Years
   Annuitant        Annuitant         Option 3a        Option 3b         Option 3c        Guaranteed        Option 3e
- --------------------------------------------------------------------------------------------------------------------------
      <S>               <C>                  <C>               <C>               <C>              <C>               <C>
      55                50                   $4.88             $5.26             $5.48            $4.88             $5.23
      55                55                    5.04              5.44              5.66             5.04              5.32
      55                60                    5.15              5.63              5.91             5.14              5.38

      60                55                    5.15              5.63              5.91             5.14              5.59
      60                60                    5.37              5.87              6.16             5.37              5.72
      60                65                    5.52              6.14              6.51             5.51              5.80

      65                60                    5.52              6.14              6.51             5.51              6.10
      65                65                    5.83              6.49              6.87             5.82              6.29
      65                70                    6.04              6.84              7.34             6.00              6.41

      70                65                    6.04              6.84              7.34             6.00              6.81
      70                70                    6.49              7.35              7.87             6.44              7.08
      70                75                    6.77              7.84              8.51             6.68              7.25

      75                70                    6.77              7.84              8.51             6.68              7.81
      75                75                    7.45              8.60              9.33             7.27              8.25
      75                80                    7.86              9.28             10.20             7.57              8.49
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>

 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.


                                       10


<PAGE>



(5)      Under the Contract Section titled Annuity Provisions, Section 5. Other
         Terms of Annuity Options is amended and restated as follows:

         No choice of any Annuity Option may be made if the first payment would
         be less than $50 per month or if the total payments in a year would be
         less than $250 (unless otherwise required by state law).

         To calculate the guaranteed first payment of a Variable Annuity or the
         payments for a Fixed Annuity, Aetna will use the Annuitant's adjusted
         age and, if applicable, the second Annuitant's adjusted age. The
         Annuitant's adjusted age and, if applicable, the second Annuitant's
         adjusted age is the person's age as of the birthday closest to the day
         Annuity payments begin, reduced as follows:

         (a)    Reduced by one year for payments before January 31, 2000;
         (c)    Reduced by two years for payments beginning during the period
                from January 1, 2000 through December 31, 2009;
         (c)    Starting on January 1, 2010, reduced by one additional year for
                payments beginning in each succeeding decade.

         At the request of the Owner or the Participant, if the Owner has
         directed Aetna to accept such a request from the Participant, all or
         any portion of the Individual Account Reserve may be transferred from
         any Fund to any other allowable Fund. Aetna reserves the right to allow
         no more than four Funds to be selected at any one time. Fund transfers
         will be processed as of the Valuation Period following receipt of a
         transfer request at Aetna's Home Office. During the Annuity period, the
         maximum number of allowable transfers in a calendar year is twelve.
         Aetna reserves the right to increase the number of allowable transfers.
         Transfers into or out of the Fixed Account are not permitted.

         Fund transfer requests must be expressed as a percentage of each Fund's
         allocation to the Annuity payment. Aetna may establish a minimum
         transfer amount.

(6)      Under the Contract Section titled Annuity Provisions, Section 6. Death
         of Annuitant/Beneficiary is amended and restated as follows:

         Upon the death of the Annuitant(s), any remaining guaranteed payments
         will continue to the beneficiary unless the beneficiary elects to
         receive the present value of any remaining guaranteed payments in a
         lump sum. Such payments will be paid at least as rapidly as under the
         method of distribution then in effect.

         The interest rate used to determine the first Annuity payment will be
         used to calculate the present value. The present value will be
         determined as of the Valuation Period in which proof of death
         acceptable to Aetna and a request for payment is received at Aetna's
         Home Office.

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

Endorsed and made part of the Contract on the effective date of the Contract.






                                        President
                                        Aetna Life Insurance and Annuity Company





                                       11




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