VARIABLE ANNUITY ACCT C OF AETNA LIFE INSURANCE & ANNUITY CO
497, 1995-12-22
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<PAGE>
                    AETNA LIFE INSURANCE AND ANNUITY COMPANY
    151 Farmington Avenue, Annuity Operations, Hartford, Connecticut 06156,
                           Telephone: 1-800-525-4225
                           VARIABLE ANNUITY ACCOUNT C
                      Prospectus Dated: December 20, 1995
                AETNAPLUS -- GROUP VARIABLE ANNUITY CONTRACT FOR
 CERTAIN LARGE-CASE PUBLIC EMPLOYER DEFERRED COMPENSATION PLANS (SECTION 457):
                                   GOVERNMENT

This  Prospectus describes a group, deferred variable annuity contract issued by
Aetna Life Insurance and Annuity Company ("Company," "us" or "we"). The Contract
allows lump-sum payments and installment payments. The Contract is designed  for
use  in connection with large case deferred compensation plans ("Plans") adopted
by state and local governments  for their employees or independent  contractors,
or both under Section 457 of the Internal Revenue Code of 1986, as amended where
Aetna is the exclusive provider. See "Tax Status."

Purchase  Payments made to an Account may  be directed by the Contract Holder or
you, if permitted  by the  Contract Holder  to (i)  a fixed  account (the  Fixed
Account  and/or the  Fixed Plus  Account, see Appendices  II and  III); (ii) the
Guaranteed Accumulation  Account,  if qualified  for  sale in  your  state  (see
Appendix  I); or  (iii) a  separate account  ("Variable Annuity  Account C") for
investment in one or more of the following variable funding options ("Funds"):

 - AETNA VARIABLE FUND                  - FIDELITY VIP OVERSEAS PORTFOLIO
 - AETNA INCOME SHARES                  - FRANKLIN GOVERNMENT SECURITIES
 - AETNA VARIABLE ENCORE FUND           TRUST
 - AETNA INVESTMENT ADVISERS FUND,      - JANUS ASPEN AGGRESSIVE GROWTH
 INC.                                   PORTFOLIO
 - AETNA ASCENT VARIABLE PORTFOLIO      - JANUS ASPEN BALANCED PORTFOLIO
 - AETNA CROSSROADS VARIABLE PORTFOLIO  - JANUS ASPEN FLEXIBLE INCOME
 - AETNA LEGACY VARIABLE PORTFOLIO      PORTFOLIO
 - ALGER AMERICAN GROWTH PORTFOLIO      - JANUS ASPEN GROWTH PORTFOLIO
 - ALGER AMERICAN SMALL CAP PORTFOLIO   - JANUS ASPEN SHORT-TERM BOND
 - CALVERT RESPONSIBLY INVESTED         PORTFOLIO
 BALANCED PORTFOLIO                     - JANUS ASPEN WORLDWIDE GROWTH
 - FIDELITY VIP II CONTRAFUND           PORTFOLIO
 PORTFOLIO                              - LEXINGTON NATURAL RESOURCES TRUST
 - FIDELITY VIP EQUITY-INCOME           - NEUBERGER & BERMAN GROWTH PORTFOLIO
 PORTFOLIO                              - SCUDDER INTERNATIONAL PORTFOLIO
 - FIDELITY VIP GROWTH PORTFOLIO        - TCI GROWTH (A TWENTIETH CENTURY
                                        FUND)

Your Plan may limit your  choices to fewer than all  of the Funds listed  above.
Consult  your employer and/or your enrollment materials to determine which Funds
are available. See "The Funds."

This Prospectus  sets forth  concisely the  information about  Variable  Annuity
Account  C  ("Account  C") that  a  prospective  investor ought  to  know before
investing. Additional information about Account C is contained in a Statement of
Additional Information ("SAI")  dated December  20, 1995, which  has been  filed
with  the Securities and Exchange Commission  ("SEC") and is incorporated herein
by reference. The Table of Contents for the SAI is found in this Prospectus.  An
SAI  may be obtained without charge by indicating your request on the enrollment
form or on  the prospectus receipt  contained in this  prospectus or by  calling
1-800-525-4225.

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

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

NO PERSON  IS AUTHORIZED  BY THE  COMPANY TO  GIVE INFORMATION  OR TO  MAKE  ANY
REPRESENTATIONS,  OTHER THAN THOSE  CONTAINED IN THIS  PROSPECTUS, IN CONNECTION
WITH  THE  OFFERS  CONTAINED  IN  THIS  PROSPECTUS.  THIS  PROSPECTUS  DOES  NOT
CONSTITUTE  AN  OFFERING IN  ANY  JURISDICTION IN  WHICH  SUCH OFFERING  MAY NOT
LAWFULLY BE MADE.

The Company has  filed a registration  statement (the "Registration  Statement")
with  the SEC under the Securities Act of 1933 relating to the Contracts offered
by this prospectus. This prospectus has been filed as a part of the Registration
Statement and  does  not  contain  all  of the  information  set  forth  in  the
Registration  Statement  and  its exhibits.  Reference  is hereby  made  to such
Registration Statement  and exhibits  for further  information relating  to  the
Company  and the Contracts.  The Registration Statement and  its exhibits may be
inspected and copied at the public reference facilities of the SEC at Room 1024,
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.
<PAGE>
                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                        Page
<S>                                                                                                   <C>
DEFINITIONS.........................................................................................          4
PROSPECTUS SUMMARY..................................................................................          6
FEE TABLE...........................................................................................          7
CONDENSED FINANCIAL INFORMATION.....................................................................         10
PERFORMANCE DATA....................................................................................         12
THE COMPANY, VARIABLE ANNUITY ACCOUNT C AND DESCRIPTION OF THE FUNDS
      The Company...................................................................................         12
      The Separate Account..........................................................................         12
      Description of the Funds......................................................................         12
      Shared and Mixed Funding......................................................................         16
      Additional Funds, Limitations on Selection of Funds and Substitution of Funds.................         16
PURCHASE
      Contract Purchase.............................................................................         16
      Purchase Payments.............................................................................         17
      Minimum and Maximum Purchase Payments.........................................................         17
      Allocating Purchase Payments..................................................................         17
      Designations of Annuitant.....................................................................         17
      Distribution..................................................................................         17
DETERMINING CONTRACT VALUE
      Accumulation Units............................................................................         18
      Net Investment Factor for Each Valuation Period...............................................         18
      Transfer Credits..............................................................................         19
CONTRACTS
      General.......................................................................................         19
      Right to Cancel...............................................................................         19
      Purchase Payments.............................................................................         19
      Rights Under the Contract.....................................................................         19
      Allocation Changes and Transfers..............................................................         20
      Withdrawals During Accumulation Period........................................................         20
CHARGES AND DEDUCTIONS
      Mortality and Expense Risk Charges............................................................         21
      Administrative Expense Charges................................................................         21
      Fund Expenses.................................................................................         21
      Charges for Withdrawals (Deferred Sales Charge)...............................................         21
      Premium Tax...................................................................................         23
ADDITIONAL WITHDRAWAL OPTIONS
      General.......................................................................................         23
      Estate Conservation Option ("ECO")............................................................         23
      Systematic Withdrawal Option ("SWO")..........................................................         24
ANNUITY PERIOD
      Annuity Period Elections......................................................................         24
      Annuity Options...............................................................................         25
</TABLE>

2
<PAGE>
<TABLE>
<CAPTION>
                                                                                                        Page
DEATH BENEFIT
<S>                                                                                                   <C>
      Accumulation Period...........................................................................         26
      Annuity Period................................................................................         26
TAX STATUS
      Federal Tax Status of the Company.............................................................         27
      Use of the Contract...........................................................................         27
      Tax Status of Amounts Distributed Under the Contract..........................................         28
        Accumulation Period.........................................................................         28
        Annuity Period..............................................................................         28
MISCELLANEOUS
      Voting Rights.................................................................................         28
      Modification of the Contract..................................................................         28
      Contract Holder Inquiries.....................................................................         29
      Telephone Transfers...........................................................................         29
      Transfer of Ownership, Assignment.............................................................         29
      Legal Proceedings.............................................................................         29
      Legal Matters.................................................................................         29
STATEMENT OF ADDITIONAL INFORMATION--TABLE OF CONTENTS..............................................         30
APPENDIX I..........................................................................................         31
APPENDIX II.........................................................................................         32
APPENDIX III........................................................................................         33
</TABLE>

                                                                               3
<PAGE>
                                  DEFINITIONS

As used in this Prospectus, the following terms have the meanings shown:

ACCOUNT:  A record established for each Participant, as directed by the Contract
Holder, to identify Contract values during the Accumulation Period.

ACCOUNT VALUE:  The  dollar value  of  amounts held  in  an Account  as  of  any
valuation  Period, including the  value of the Accumulation  Units in the Funds,
the amounts held in the Guaranteed Accumulation Account ("GAA"), and any amounts
invested in  the Fixed  Account and/or  the Fixed  Plus Account,  plus  interest
earned on those amounts, but excluding amounts used for Annuity Options.

ACCOUNT YEAR: The period of 12 months measured from the Account's Effective Date
or from an anniversary of such Effective Date.

ACCUMULATION  PERIOD: The period during which Purchase Payment(s) credited to an
Account are invested to fund future annuity payments.

ACCUMULATION UNIT:  A  measure of  the  value  of the  Separate  Account  assets
attributable to each Fund used as a variable funding option.

AGGREGATE  PURCHASE PAYMENT(S): The sum of  all Purchase Payment(s) made under a
Contract.

ANNUITANT: A person on whose life an Annuity payment is based.

ANNUITY: A series of payments for life,  for a definite period or a  combination
of the two.

ANNUITY PERIOD: The period during which Annuity payments are made.

ANNUITY  UNIT: A measure of the value  attributable to each Fund selected during
the Annuity Period.

BENEFICIARY: The Contract Holder is the Contract beneficiary.

CODE: The Internal Revenue Code of 1986, as amended.

COMPANY: Aetna Life Insurance and Annuity Company, referred to as "us" or "we."

CONTRACT: The  group  deferred,  variable  annuity  contracts  offered  by  this
prospectus.

CONTRACT HOLDER: The entity to which the Contract is issued. The Contract Holder
has all right, title and interest in amounts held under the Contract.

DISTRIBUTOR(S):  The registered broker-dealer(s) which have entered into selling
agreements with the  Company to offer  and sell the  Contracts. The Company  may
also serve as a Distributor.

EFFECTIVE  DATE:  The  date  the  Company  accepts  and  approves  the  Contract
application or enrollment form, as applicable.

FUNDS: The mutual funds offered as  variable funding options for the  investment
of assets of the Separate Account under the Contracts.

GAA:  Guaranteed Accumulation Account,  a credited interest  option available in
certain jurisdictions for deposits under the Contract.

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

NET  PURCHASE  PAYMENT(S):  The  Purchase  Payment(s)  less  premium  taxes,  if
applicable.

PARTICIPANT:  An eligible person participating in  a Plan, referred to as "you."
Participants have no rights to the assets accumulated under the Plan.

PLAN(S): Deferred compensation plans adopted by state and local governments  for
their  employees or independent  contractors (or both) under  Section 457 of the
Code.

PURCHASE PAYMENT(S): The gross payment(s) made to the Company under a Contract.

PURCHASE PAYMENT PERIOD: For installment Purchase Payment Contracts, the  period
of  time for completion of the agreed  upon annual number and amount of Purchase
Payments.   For   example,   if   it    is   determined   that   the    Purchase

4
<PAGE>
Payment  Period will consist  of 12 payments  per year and  only 11 payments are
made, the Purchase Payment  Period is not completed  until the twelfth  Purchase
Payment  is made. When a particular remittance  is intended to include more than
one regular Purchase  Payment, we will  credit the number  of Purchase  Payments
represented  by  such remittance  in  determining the  Purchase  Payment Period.
However, the number of completed Purchase  Payment Periods may never be  greater
that  the number of full calendar years since the date an Account is established
under the Contract.

SEPARATE ACCOUNT: Variable Annuity Account C, an account that segregates  assets
from other assets of the Company. The Separate Account holds shares of the Funds
acquired  for the Contracts. The  Company holds title to  the assets held in the
Separate Account.

UNDERWRITER: The registered broker-dealer which contracts with other  registered
broker-dealers  on  behalf  of  the  Separate Accounts  to  offer  and  sell the
Contracts.

VALUATION PERIOD: The period of time from  when a Fund determines its net  asset
value  until the next time it determines  its net asset value, usually from 4:15
p.m. one business day to 4:15 p.m. the next such business day.

VALUATION RESERVE:  A reserve  established  pursuant to  the insurance  laws  of
Connecticut  to measure voting rights during the Annuity Period and the value of
a commutation right available under the  "Payments for a Stated Period of  Time"
Annuity option when elected on a variable basis under the Contract.

VARIABLE ANNUITY CONTRACT: An Annuity Contract providing for the accumulation of
values  and/or for Annuity payments which  vary in dollar amount with investment
results.

                                                                               5
<PAGE>
                               PROSPECTUS SUMMARY

CONTRACTS OFFERED

The  Contract described in this prospectus  is a group deferred variable annuity
contract. It allows lump-sum payments  and installment payments. See  "Purchase"
and  "Contracts." The Contract  is designed to allow  the accumulation of assets
and to provide retirement benefits under large case deferred compensation  plans
adopted  by state  and local  governments, for  their employees  and independent
contractors under Section 457 of the Code. See "Contracts."

PURCHASE

The Contracts may be  purchased by eligible organizations  on behalf of a  group
made  up  of their  employees. The  Contract Holder  establishes an  Account for
eligible employees by  having them complete  an enrollment form  (and any  other
required  forms)  and submitting  it  to the  Company  with an  initial Purchase
Payment. Purchase Payments are made by salary reduction or by lump sum  payments
from an eligible, existing plan. See "Purchase."

REDEMPTION

The  Contract Holder may withdraw  all or a portion  of the Account Value during
the Accumulation Period by properly  completing the Company's disbursement  form
and sending it to the Company's Home Office. See "Contracts-- Withdrawals During
Accumulation Period."

DEFERRED SALES CHARGES

Amounts  withdrawn  may  be subject  to  a  deferred sales  charge.  The maximum
deferred sales charge that could be assessed on a full or partial withdrawal  is
5%   of  the  amount   withdrawn.  See  "Charges   and  Deductions--Charges  for
Withdrawals." Amounts  withdrawn from  GAA  may be  subject  to a  market  value
adjustment. (See Appendix I.)

TAXES AND WITHHOLDING

Purchase Payments and investment results of the Separate Account credited to the
value  of  the  Account are  generally  not  taxable until  distributed  or made
available under the employer's Plan. Withholding  for income tax may be  imposed
on certain withdrawals. See "Tax Status--Tax Status of Amounts Distributed Under
the Contract."

CONTRACT CHARGES

Certain  Charges are associated with these Contracts, for example, mortality and
expense risk  charges and  administrative expense  charges. The  Funds are  also
subject  to certain fees and expenses. Purchase  Payments may also be subject to
premium taxes. See "Charges and Deductions" for a complete explanation of  these
charges.

FREE LOOK PROVISION (RIGHT TO CANCEL)

Contract  Holders have the right  to cancel their Contract  within 10 days after
receiving it (or as otherwise allowed by state law) by returning it to us  along
with  a written notice of cancellation.  Unless state law requires otherwise the
amount you will  receive on cancellation  under this provision  may reflect  the
investment  performance  of  the  Purchase Payments  deposited  in  the separate
account while invested. In certain  cases, this may be  less than the amount  of
your Purchase Payments. See "Contracts--Right to Cancel."

6
<PAGE>
                                   FEE TABLE
                    (BASED ON YEAR ENDED DECEMBER 31, 1994)

THIS FEE TABLE IS PROVIDED TO ASSIST IN UNDERSTANDING THE VARIOUS FEES AND COSTS
THAT  YOU OR A  CONTRACT HOLDER WILL  BEAR DIRECTLY OR  INDIRECTLY.(1) THE TABLE
SETS FORTH SEPARATE  ACCOUNT CHARGES  DUE UNDER THE  CONTRACT AS  WELL AS  THOSE
DEDUCTED FROM THE FUNDS' ASSETS AS OF JANUARY 1, 1996. PRIOR TO THIS DATE HIGHER
FEES  WERE CHARGED. THE TABLE DOES NOT  TAKE INTO ACCOUNT ANY PREMIUM TAXES THAT
MAY BE APPLICABLE.

CONTRACT CHARGES AND EXPENSES
      DEFERRED SALES CHARGE (as a percentage of amount withdrawn)(2)
<TABLE>
<CAPTION>
        INSTALLMENT PURCHASE PAYMENT CONTRACT
  (BASED ON COMPLETED
  PURCHASE PAYMENT PERIODS)                 DEDUCTION
  ----------------------------------------  ---------
<C>                                         <C>
  Less than 5                                    5%
  5 or more but less than 7                      4%
  7 or more but less than 9                      3%
  9 or 10                                        2%
  more than 10                                   0%

<CAPTION>

           SINGLE PURCHASE PAYMENT CONTRACT
  (BASED ON COMPLETED
  ACCOUNT YEARS)                            DEDUCTION
  ----------------------------------------  ---------
<C>                                         <C>
  Less than 5                                    5%
  5 or more but less than 6                      4%
  6 or more but less than 7                      3%
  7 or more but less than 8                      2%
  8 or more but less than 9                      1%
  9 or more                                      0%
</TABLE>

SEPARATE ACCOUNT ANNUAL EXPENSES--VARIABLE OPTIONS ONLY(3)

      (Daily deductions, equal to the percentage shown on an annual basis, made
      from amounts allocated to the variable options)

<TABLE>
<S>                                                                                <C>
During the Accumulation Period:
  Mortality and Expense Risk Fees                                                       0.95%
  Administrative Expense Charge(4)                                                         0%
                                                                                         ---
  Total Separate Account Annual Expenses                                                0.95 %
                                                                                         ---
                                                                                         ---
During the Annuity Period:
  Mortality and Expense Risk Fees                                                       1.25 %
  Administrative Expense Charge(4)                                                         0 %
                                                                                         ---
  Total Separate Account Annual Expenses                                                1.25 %
                                                                                         ---
                                                                                         ---
</TABLE>

- ------------------------
(1) See "Charges  and  Deductions"  in this  prospectus.  For  more  information
    regarding  expenses paid  out of  the assets of  a particular  Fund, see the
    Fund's prospectus.
(2) The amount deducted for  the deferred sales charge  will not exceed 8.5%  of
    the  total Purchase Payments made to  the Account. The deferred sales charge
    may be referred  to in  the Contract as  "surrender fee."  See "Charges  and
    Deductions--Charges  for Withdrawals (Deferred  Sales Charge)" for instances
    in which this charge may be waived.
(3) See "Charges and Deductions" for a description of these expenses.
(4) The Administrative Expense Charge is currently zero. However we reserve  the
    right  to deduct  a daily charge  of not more  than 0.25% per  year from the
    variable portion of Account Values.

                                                                               7
<PAGE>
FUNDING OPTION ANNUAL EXPENSES

(Except as noted, the following figures  are a percentage of average net  assets
and,  except where otherwise indicated, are based  on figures for the year ended
December 31, 1994)

<TABLE>
<CAPTION>
                                                                              TOTAL
                                           MANAGEMENT                      MUTUAL FUND
                                           (ADVISORY)         OTHER          ANNUAL
                                            FEES(1)        EXPENSES(2)      EXPENSES
                                         --------------   --------------   -----------
 <S>                                     <C>              <C>              <C>
 Aetna Variable Fund                           .25%             .05%           .30%
 Aetna Income Shares                           .25%             .08%           .33%
 Aetna Variable Encore Fund                    .25%             .07%           .32%
 Aetna Investment Advisers Fund, Inc.          .25%             .07%           .32%
 Aetna Ascent Variable Portfolio(3)            .50%             .20%           .70%
 Aetna Crossroads Variable Portfolio(3)        .50%             .20%           .70%
 Aetna Legacy Variable Portfolio(3)            .50%             .20%           .70%
 Alger American Growth Portfolio               .75%             .11%           .86%
 Alger American Small Cap Portfolio            .85%             .11%           .96%
 Calvert Responsibly Invested Balanced
  Portfolio                                    .70%             .10%           .80%
 Fidelity VIP II Contrafund
  Portfolio(3)                                 .62%             .27%           .89%
 Fidelity VIP Equity-Income
  Portfolio(4)                                 .52%             .06%           .58%
 Fidelity VIP Growth Portfolio(4)              .62%             .07%           .69%
 Fidelity VIP Overseas Portfolio               .77%             .15%           .92%
 Franklin Government Securities
  Trust(5)                                     .47%             .16%           .63%
 Janus Aspen Aggressive Growth
  Portfolio(6)                                 .77%             .28%          1.05%
 Janus Aspen Balanced Portfolio(6)             .83%             .74%          1.57%
 Janus Aspen Flexible Income
  Portfolio(6)                                 .30%             .70%          1.00%
 Janus Aspen Growth Portfolio(6)               .66%             .22%           .88%
 Janus Aspen Short-Term Bond
  Portfolio(6)                                 .00%             .65%           .65%
 Janus Aspen Worldwide Growth
  Portfolio(6)                                 .69%             .49%          1.18%
 Lexington Natural Resources Trust(7)         1.00%             .55%          1.55%
 Neuberger & Berman Growth Portfolio(8)        .79%             .12%           .91%
 Scudder International Portfolio               .88%             .20%          1.08%
 TCI Growth(9)                                1.00%             .00%          1.00%
</TABLE>

- --------------------------
(1) Certain of the unaffiliated  Fund managers have  contracted to reimburse  us
    for administrative costs incurred in connection with administering the Funds
    as  variable  funding  options. These  reimbursements  are paid  out  of the
    managers' investment advisory fees and are not charged to investors.
(2) A mutual fund's "Other  Expenses" include operating costs  of the fund.  The
    expenses  are factored into the  fund's net asset value  - not deducted from
    the Contract Holder's or your Account Value.
(3) These Funds have only limited operating history; therefore the expenses  are
    estimated for the current fiscal year.
(4) A  portion of the brokerage commission the  Fund paid was used to reduce its
    expenses. Without this reduction, total  operating expenses would have  been
    .60% for the Equity-Income Portfolio and .70% for the Growth Portfolio.
(5) The  investment  adviser for  the Franklin  Government Securities  Trust has
    agreed to reduce the investment advisory  fee and to reimburse the Fund  for
    certain  expenses.  Until  February 1,  1996,  the adviser  will  reduce the
    advisory fee and reimburse  the Fund for expenses  to the extent that  total
    annual  expenses exceed .63%; thereafter, the  expense limit may increase in
    the adviser's discretion. Without this  agreement, the other expenses  would
    have  been  0.63%  and total  annual  expenses for  the  Franklin Government
    Securities Trust would be 0.78%.
(6) The expense figures  shown are  net of  certain expense  waivers from  Janus
    Capital  Corporation. Without  such waivers,  the Investment  Advisory Fees,
    Other Expenses and Total Mutual Fund Annual Expenses for the Portfolios  for
    the  fiscal year ended December  31, 1994 would have  been: 1.00%, 0.28% and
    1.28%, respectively,  for Janus  Aspen Aggressive  Growth Portfolio;  1.00%,
    0.74%  and  1.74% respectively  for Janus  Aspen Balanced  Portfolio; 0.65%,
    0.70% and 1.35%  respectively, for  Janus Aspen  Flexible Income  Portfolio;
    1.00%, .22% and 1.22%, respectively, for Janus Aspen Growth Portfolio; .65%,
    .75% and 1.40%, respectively, for Janus Aspen Short-Term Bond Portfolio; and
    1.00%,  0.49%  and 1.49%,  respectively,  for Janus  Aspen  Worldwide Growth
    Portfolio. The waivers are voluntary and  could be terminated upon 90  days'
    notice
(7) These fees as a percentage of assets are higher than those for other similar
    funds,  although the amounts of the fees  are not, due to the limited amount
    of assets in the fund.

8
<PAGE>
(8) Until May 1, 1995,  the Portfolio had a  Distribution Plan pursuant to  Rule
    12b-1  which provided for the reimbursement by Neuberger & Berman Management
    of certain distribution  expenses, up  to a maximum  of 0.25%  on an  annual
    basis  of the Portfolio's average daily net assets. The "Other Expenses" and
    "Total Annual Expenses"  for the Portfolio  do not include  0.02% which  was
    paid  by the Portfolio for  the months of January  through April 1995, since
    12b-1 fees will not be charged after May 1, 1995.
(9) The Portfolio's investment adviser pays all expenses of the Portfolio except
    brokerage  commissions,   taxes,  interest,   fees  and   expenses  of   the
    non-interested   directors  (including   counsel  fees)   and  extraordinary
    expenses.

HYPOTHETICAL ILLUSTRATION (EXAMPLE)

THIS  EXAMPLE  IS   PURELY  HYPOTHETICAL.   IT  SHOULD  NOT   BE  CONSIDERED   A
REPRESENTATION  OF PAST OR  FUTURE EXPENSES OR  EXPECTED RETURN. ACTUAL EXPENSES
AND/OR RETURN MAY BE MORE OR LESS THAN THOSE SHOWN BELOW.

Assuming a  5%  annual return  on  assets, you  would  have paid  the  following
expenses  on a $1,000 investment based on the charges effective through December
31, 1995. (The expenses have been reduced and therefore, if the current  charges
were used, the amounts would be less):

<TABLE>
<CAPTION>
                                           IF  YOU WITHDRAW YOUR  ACCOUNT AT THE   IF YOU DO  NOT WITHDRAW YOUR  ACCOUNT
                                           END OF THE APPLICABLE TIME PERIOD:      OR IF YOU ANNUITIZE:
                                           1 YEAR   3 YEARS   5 YEARS   10 YEARS   1 YEAR   3 YEARS   5 YEARS   10 YEARS
                                           ------   -------   -------   --------   ------   -------   -------   --------
 <S>                                       <C>      <C>       <C>       <C>        <C>      <C>       <C>       <C>
 Aetna Variable Fund                         $65      $ 95      $129      $151       $13      $40       $ 69      $151
 Aetna Income Shares                         $65      $ 96      $130      $155       $13      $41       $ 70      $155
 Aetna Variable Encore Fund                  $65      $ 96      $130      $153       $13      $40       $ 70      $153
 Aetna Investment Advisers Fund, Inc.        $65      $ 96      $130      $153       $13      $40       $ 70      $153
 Aetna Ascent Variable Portfolio             $68      $107      $149      $195       $17      $52       $ 90      $195
 Aetna Crossroads Variable Portfolio         $68      $107      $149      $195       $17      $52       $ 90      $195
 Aetna Legacy Variable Portfolio             $68      $107      $149      $195       $17      $52       $ 90      $195
 Alger American Growth Portfolio             $70      $112      $157      $213       $18      $57       $ 98      $213
 Alger American Small Cap Portfolio          $71      $115      $161      $223       $19      $60       $103      $223
 Calvert Responsibly Invested Balanced
  Portfolio                                  $69      $110      $154      $206       $18      $55       $ 95      $206
 Fidelity VIP II Contrafund Portfolio        $70      $113      $158      $216       $19      $58       $100      $216
 Fidelity VIP Equity-Income Portfolio        $67      $104      $143      $182       $16      $48       $ 83      $182
 Fidelity VIP Growth Portfolio               $68      $107      $148      $194       $17      $52       $ 89      $194
 Fidelity VIP Overseas Portfolio             $70      $113      $159      $218       $19      $58       $101      $218
 Franklin Government Securities Trust        $68      $105      $145      $188       $16      $50       $ 86      $188
 Janus Aspen Aggressive Growth Portfolio     $72      $117      $166      $233       $20      $63       $108      $233
 Janus Aspen Balanced Portfolio              $77      $132      $191      $286       $26      $78       $134      $286
 Janus Aspen Flexible Income Portfolio       $71      $116      $163      $227       $20      $61       $105      $227
 Janus Aspen Growth Portfolio                $70      $112      $157      $215       $19      $58       $ 99      $215
 Janus Aspen Short-Term Bond Portfolio       $68      $106      $146      $190       $16      $51       $ 87      $190
 Janus Aspen Worldwide Growth Portfolio      $73      $121      $172      $246       $22      $67       $114      $246
 Lexington Natural Resources Trust           $77      $132      $190      $284       $25      $78       $133      $284
 Neuberger & Berman Growth Portfolio         $70      $113      $159      $218       $19      $58       $101      $218
 Scudder International Portfolio             $72      $118      $167      $236       $21      $64       $109      $236
 TCI Growth                                  $71      $116      $163      $227       $20      $61       $105      $227
</TABLE>

                                                                               9
<PAGE>
                        CONDENSED FINANCIAL INFORMATION
   (SELECTED DATA FOR ACCUMULATION UNITS OUTSTANDING THROUGHOUT EACH PERIOD)

THE CONDENSED FINANCIAL INFORMATION PRESENTED BELOW FOR EACH OF THE YEARS IN THE
TEN-YEAR  PERIOD ENDED  DECEMBER 31, 1994  (AS APPLICABLE), IS  DERIVED FROM THE
FINANCIAL STATEMENTS OF  THE SEPARATE ACCOUNT,  WHICH FINANCIAL STATEMENTS  HAVE
BEEN  AUDITED  BY KPMG  PEAT MARWICK  LLP,  INDEPENDENT AUDITORS.  THE FINANCIAL
STATEMENTS AS OF AND FOR  THE YEAR ENDED DECEMBER  31, 1994 AND THE  INDEPENDENT
AUDITORS'   REPORT  THEREON,  ARE  INCLUDED   IN  THE  STATEMENT  OF  ADDITIONAL
INFORMATION. THE ACCUMULATION UNIT VALUES AND THE PERCENTAGE CHANGE IN THE VALUE
OF AN ACCUMULATION UNIT REFLECT A MORTALITY AND EXPENSE RISK CHARGE OF 1.25% FOR
THE PERIODS SHOWN. AS OF THE DATE OF THIS PROSPECTUS, THE MORTALITY AND  EXPENSE
RISK  CHARGE  WAS  REDUCED TO  0.95%  DURING  THE ACCUMULATION  PERIOD.  IT WILL
INCREASE TO 1.25% DURING THE ANNUITY PERIOD.
<TABLE>
<CAPTION>
                                                  1994         1993        1992        1991        1990        1989
                                               -----------  ----------  ----------  ----------  ----------  ----------

<S>                                            <C>          <C>         <C>         <C>         <C>         <C>
AETNA VARIABLE FUND
VALUE AT BEGINNING OF PERIOD                       $11.020     $10.454     $97.165     $77.845     $76.311     $59.871
VALUE AT END OF PERIOD                             $10.778     $11.020     $10.454(2)    $97.165    $77.845    $76.311
INCREASE (DECREASE) IN VALUE OF ACCUMULATION
 UNIT(1)                                             (2.20)%       5.41%           (2)     24.82%       2.01%      27.46%
NUMBER OF ACCUMULATION UNITS OUTSTANDING AT
 END OF PERIOD                                 114,733,035  44,166,470      21,250  20,948,226  18,362,906  17,142,820

AETNA INCOME SHARES
VALUE AT BEGINNING OF PERIOD                       $10.905     $10.068     $36.789     $31.192     $28.943     $25.574
VALUE AT END OF PERIOD                             $10.360     $10.905     $10.068(3)    $36.789    $31.192    $28.943
INCREASE (DECREASE) IN VALUE OF ACCUMULATION
 UNIT(1)                                             (5.00)%       8.31%           (3)      17.94%       7.77%      13.17%
NUMBER OF ACCUMULATION UNITS OUTSTANDING AT
 END OF PERIOD                                  11,713,354   4,084,142       3,870   7,844,412   6,984,793   6,202,834

AETNA VARIABLE ENCORE FUND
VALUE AT BEGINNING OF PERIOD                       $10.241     $10.048     $33.812     $32.138     $30.012     $27.783
VALUE AT END OF PERIOD                             $10.528     $10.241     $10.048(4)    $33.812    $32.138    $30.012
INCREASE (DECREASE) IN VALUE OF ACCUMULATION
 UNIT(1)                                              2.80%       1.92%           (4)       5.21%       7.08%       8.02%
NUMBER OF ACCUMULATION UNITS OUTSTANDING AT
 END OF PERIOD                                   7,673,528   2,766,044         825   8,430,082  10,220,110   8,286,033

AETNA INVESTMENT ADVISERS
 FUND, INC.
VALUE AT BEGINNING OF PERIOD                       $11.057     $10.189     $12.736     $10.896     $10.437     $10.000(5)
VALUE AT END OF PERIOD                             $10.868     $11.057     $10.189(6)    $12.736    $10.896    $10.437
INCREASE (DECREASE) IN VALUE OF ACCUMULATION
 UNIT(1)                                             (1.71)%       8.52%           (6)      16.89%       4.40%       4.37%
NUMBER OF ACCUMULATION UNITS OUTSTANDING AT
 END OF PERIOD                                  23,139,604  11,368,365      11,508  22,898,099  17,078,985   9,535,986

ALGER AMERICAN SMALL CAP
 PORTFOLIO
VALUE AT BEGINNING OF PERIOD                        $9.959     $10.000(7)
VALUE AT END OF PERIOD                              $9.437     $ 9.959
INCREASE (DECREASE) IN VALUE OF ACCUMULATION
 UNIT(1)                                             (5.24)%      (0.41)%
NUMBER OF ACCUMULATION UNITS OUTSTANDING AT
 END OF PERIOD                                   6,339,407     781,836

CALVERT RESPONSIBLY INVESTED
 BALANCED PORTFOLIO*
VALUE AT BEGINNING OF PERIOD                       $11.036     $10.278     $10.000(8)
VALUE AT END OF PERIOD                             $10.554     $11.036     $10.278
INCREASE (DECREASE) IN VALUE OF ACCUMULATION
 UNIT(1)                                             (4.37)%       7.37%       2.78%
NUMBER OF ACCUMULATION UNITS OUTSTANDING AT
 END OF PERIOD                                     521,141     144,168       2,556

FRANKLIN GOVERNMENT SECURITIES
 TRUST
VALUE AT BEGINNING OF PERIOD                       $10.642     $10.008     $10.000(8)
VALUE AT END OF PERIOD                             $10.119     $10.642     $10.008
INCREASE (DECREASE) IN VALUE OF ACCUMULATION
 UNIT(1)                                             (4.91)%       6.33%       0.08%
NUMBER OF ACCUMULATION UNITS OUTSTANDING AT
 END OF PERIOD                                     325,365     167,137       5,559

<CAPTION>
                                                  1988        1987        1986        1985
                                               ----------  ----------  ----------  ----------
<S>                                            <C>         <C>         <C>         <C>
AETNA VARIABLE FUND
VALUE AT BEGINNING OF PERIOD                      $52.885     $50.760     $43.205     $33.323
VALUE AT END OF PERIOD                            $59.871     $52.885     $50.760     $43.205
INCREASE (DECREASE) IN VALUE OF ACCUMULATION
 UNIT(1)                                            13.21%       4.19%      17.49%      29.66%
NUMBER OF ACCUMULATION UNITS OUTSTANDING AT
 END OF PERIOD                                 16,455,396  16,497,406  16,578,251  14,186,456
AETNA INCOME SHARES
VALUE AT BEGINNING OF PERIOD                      $24.061     $23.308     $20.703     $17.145
VALUE AT END OF PERIOD                            $25.574     $24.061     $23.308     $20.703
INCREASE (DECREASE) IN VALUE OF ACCUMULATION
 UNIT(1)                                             6.29%       3.23%      12.58%      20.75%
NUMBER OF ACCUMULATION UNITS OUTSTANDING AT
 END OF PERIOD                                  5,955,293   5,372,271   6,188,470   4,673,837
AETNA VARIABLE ENCORE FUND
VALUE AT BEGINNING OF PERIOD                      $26.171     $24.812     $23.504     $21.942
VALUE AT END OF PERIOD                            $27.783     $26.171     $24.812     $23.504
INCREASE (DECREASE) IN VALUE OF ACCUMULATION
 UNIT(1)                                             6.16%       5.48%       5.57%       7.12%
NUMBER OF ACCUMULATION UNITS OUTSTANDING AT
 END OF PERIOD                                  8,154,644   7,326,151   6,692,947   7,220,756
AETNA INVESTMENT ADVISERS
 FUND, INC.
VALUE AT BEGINNING OF PERIOD
VALUE AT END OF PERIOD
INCREASE (DECREASE) IN VALUE OF ACCUMULATION
 UNIT(1)
NUMBER OF ACCUMULATION UNITS OUTSTANDING AT
 END OF PERIOD
ALGER AMERICAN SMALL CAP
 PORTFOLIO
VALUE AT BEGINNING OF PERIOD
VALUE AT END OF PERIOD
INCREASE (DECREASE) IN VALUE OF ACCUMULATION
 UNIT(1)
NUMBER OF ACCUMULATION UNITS OUTSTANDING AT
 END OF PERIOD
CALVERT RESPONSIBLY INVESTED
 BALANCED PORTFOLIO*
VALUE AT BEGINNING OF PERIOD
VALUE AT END OF PERIOD
INCREASE (DECREASE) IN VALUE OF ACCUMULATION
 UNIT(1)
NUMBER OF ACCUMULATION UNITS OUTSTANDING AT
 END OF PERIOD
FRANKLIN GOVERNMENT SECURITIES
 TRUST
VALUE AT BEGINNING OF PERIOD
VALUE AT END OF PERIOD
INCREASE (DECREASE) IN VALUE OF ACCUMULATION
 UNIT(1)
NUMBER OF ACCUMULATION UNITS OUTSTANDING AT
 END OF PERIOD
</TABLE>

10
<PAGE>
                  CONDENSED FINANCIAL INFORMATION (CONTINUED)

<TABLE>
<CAPTION>
                                                                1994               1993              1992
                                                            -------------      ------------      ------------

<S>                                                         <C>                <C>               <C>
JANUS ASPEN AGGRESSIVE GROWTH PORTFOLIO
VALUE AT BEGINNING OF PERIOD                                   $10.000(9)
VALUE AT END OF PERIOD                                         $10.581
INCREASE (DECREASE) IN VALUE OF ACCUMULATION UNIT(1)              5.81%
NUMBER OF ACCUMULATION UNITS OUTSTANDING AT END OF
 PERIOD                                                        753,862

JANUS ASPEN FLEXIBLE INCOME PORTFOLIO
VALUE AT BEGINNING OF PERIOD                                   $10.000(9)
VALUE AT END OF PERIOD                                         $ 9.873
INCREASE (DECREASE) IN VALUE OF ACCUMULATION UNIT(1)             (1.27)%
NUMBER OF ACCUMULATION UNITS OUTSTANDING AT END OF
 PERIOD                                                         28,543

LEXINGTON NATURAL RESOURCES TRUST
VALUE AT BEGINNING OF PERIOD                                   $10.877           $ 9.832           $10.000(8)
VALUE AT END OF PERIOD                                         $10.154           $10.877           $ 9.832
INCREASE (DECREASE) IN VALUE OF ACCUMULATION UNIT(1)             (6.65)%           10.63%           (1.68)%
NUMBER OF ACCUMULATION UNITS OUTSTANDING AT END OF
 PERIOD                                                        703,676           135,614               561

NEUBERGER & BERMAN GROWTH PORTFOLIO
VALUE AT BEGINNING OF PERIOD                                   $11.747           $10.864           $10.000(8)
VALUE AT END OF PERIOD                                         $11.026           $11.747           $10.864
INCREASE (DECREASE) IN VALUE OF ACCUMULATION UNIT(1)             (6.14)%            8.13%             8.64%
NUMBER OF ACCUMULATION UNITS OUTSTANDING AT END OF
 PERIOD                                                      1,865,104           546,559            10,645

SCUDDER INTERNATIONAL PORTFOLIO
VALUE AT BEGINNING OF PERIOD                                   $12.957           $ 9.578           $10.000(8)
VALUE AT END OF PERIOD                                         $12.687           $12.957           $ 9.578
INCREASE (DECREASE) IN VALUE OF ACCUMULATION UNIT(1)             (2.08)%           35.28%           (4.22)%
NUMBER OF ACCUMULATION UNITS OUTSTANDING AT END OF
 PERIOD                                                      6,558,946         1,020,233             5,232

TCI GROWTH
VALUE AT BEGINNING OF PERIOD                                   $12.069           $10.692           $10.000(8)
VALUE AT END OF PERIOD                                         $11.781           $12.069           $10.692
INCREASE (DECREASE) IN VALUE OF ACCUMULATION UNIT(1)             (2.39)%           12.88%             6.92%
NUMBER OF ACCUMULATION UNITS OUTSTANDING AT END OF
 PERIOD                                                     12,853,828         3,667,821             2,254
</TABLE>

(1) THE ABOVE FIGURES ARE CALCULATED  BY SUBTRACTING THE BEGINNING  ACCUMULATION
    UNIT  VALUE FROM THE ENDING ACCUMULATION  UNIT VALUE DURING A CALENDAR YEAR,
    AND DIVIDING  THE RESULT  BY THE  BEGINNING ACCUMULATION  UNIT VALUE.  THESE
    FIGURES DO NOT REFLECT THE DEFERRED SALES CHARGES OR THE FIXED DOLLAR ANNUAL
    MAINTENANCE  FEE,  IF  ANY.  INCLUSION OF  THESE  CHARGES  WOULD  REDUCE THE
    INVESTMENT RESULTS SHOWN.

(2) THE ACCUMULATION UNIT VALUE WAS CONVERTED TO $10.000 ON AUGUST 21, 1992 UPON
    THE COMMENCEMENT OF A NEW  ADMINISTRATIVE SYSTEM. IMMEDIATELY PRIOR TO  THAT
    DATE,  THE ACCUMULATION UNIT VALUE  OF THE FUND WAS  $97.817. ON THE DATE OF
    CONVERSION, ADDITIONAL UNITS  WERE ISSUED  SO THAT ACCOUNT  VALUES WERE  NOT
    CHANGED  AS  A  RESULT  OF  THE CONVERSION.  THE  PERCENTAGE  CHANGE  IN THE
    ACCUMULATION UNIT  VALUE FROM  THE BEGINNING  OF  THE YEAR  TO THE  DATE  OF
    CONVERSION  WAS 0.67%; THE PERCENTAGE CHANGE  IN THE ACCUMULATION UNIT VALUE
    FROM THE DATE OF CONVERSION TO THE END OF THE YEAR WAS 4.54%.

(3) THE ACCUMULATION UNIT VALUE WAS CONVERTED TO $10.000 ON AUGUST 21, 1992 UPON
    THE COMMENCEMENT OF A NEW  ADMINISTRATIVE SYSTEM. IMMEDIATELY PRIOR TO  THAT
    DATE,  THE ACCUMULATION UNIT VALUE  OF THE FUND WAS  $38.521. ON THE DATE OF
    CONVERSION, ADDITIONAL UNITS  WERE ISSUED  SO THAT ACCOUNT  VALUES WERE  NOT
    CHANGED  AS  A  RESULT  OF  THE CONVERSION.  THE  PERCENTAGE  CHANGE  IN THE
    ACCUMULATION UNIT  VALUE FROM  THE BEGINNING  OF  THE YEAR  TO THE  DATE  OF
    CONVERSION  WAS 4.70%; THE PERCENTAGE CHANGE  IN THE ACCUMULATION UNIT VALUE
    FROM THE DATE OF CONVERSION TO THE END OF THE YEAR WAS 0.68%.

(4) THE ACCUMULATION UNIT VALUE WAS CONVERTED TO $10.000 ON AUGUST 21, 1992 UPON
    THE COMMENCEMENT OF A NEW  ADMINISTRATIVE SYSTEM. IMMEDIATELY PRIOR TO  THAT
    DATE,  THE ACCUMULATION UNIT VALUE  OF THE FUND WAS  $34.397. ON THE DATE OF
    CONVERSION, ADDITIONAL UNITS  WERE ISSUED  SO THAT ACCOUNT  VALUES WERE  NOT
    CHANGED  AS  A  RESULT  OF  THE CONVERSION.  THE  PERCENTAGE  CHANGE  IN THE
    ACCUMULATION UNIT  VALUE FROM  THE BEGINNING  OF  THE YEAR  TO THE  DATE  OF
    CONVERSION  WAS 1.73%; THE PERCENTAGE CHANGE  IN THE ACCUMULATION UNIT VALUE
    FROM THE DATE OF CONVERSION TO THE END OF THE YEAR WAS 0.48%.

(5) THE INITIAL ACCUMULATION UNIT VALUE WAS  ESTABLISHED AT $10.000 ON JUNE  23,
    1989, THE DATE ON WHICH THE FUND COMMENCED OPERATIONS.
(6) THE ACCUMULATION UNIT VALUE WAS CONVERTED TO $10.000 ON AUGUST 21, 1992 UPON
    THE  COMMENCEMENT OF A NEW ADMINISTRATIVE  SYSTEM. IMMEDIATELY PRIOR TO THAT
    DATE, THE ACCUMULATION UNIT VALUE  OF THE FUND WAS  $13.118. ON THE DATE  OF
    CONVERSION,  ADDITIONAL UNITS  WERE ISSUED SO  THAT ACCOUNT  VALUES WERE NOT
    CHANGED AS  A  RESULT  OF  THE CONVERSION.  THE  PERCENTAGE  CHANGE  IN  THE
    ACCUMULATION  UNIT  VALUE FROM  THE BEGINNING  OF  THE YEAR  TO THE  DATE OF
    CONVERSION WAS 2.99%; THE PERCENTAGE  CHANGE IN THE ACCUMULATION UNIT  VALUE
    FROM THE DATE OF CONVERSION TO THE END OF THE YEAR WAS 1.89%.

(7) THE  INITIAL ACCUMULATION UNIT VALUE WAS ESTABLISHED AT $10.000 ON SEPTEMBER
    17, 1993,  THE  DATE ON  WHICH  THE  PORTFOLIO BECAME  AVAILABLE  UNDER  THE
    CONTRACT.

(8) THE INITIAL ACCUMULATION UNIT VALUE WAS ESTABLISHED AT $10.000 ON AUGUST 21,
    1992,  THE  DATE  ON WHICH  THE  FUND/PORTFOLIO BECAME  AVAILABLE  UNDER THE
    CONTRACT.

(9) THE INITIAL  ACCUMULATION  UNIT  VALUE WAS  ESTABLISHED  AT  $10.000  DURING
    OCTOBER 1994, WHEN THE FUNDS WERE FIRST RECEIVED IN THIS OPTION.

* FORMERLY CALVERT SOCIALLY RESPONSIBLE SERIES.

                                                                              11
<PAGE>
                                PERFORMANCE DATA

From  time to  time, we may  advertise nonstandardized performance  data for the
various investment  options  under  the  Contracts.  Such  data  will  show  the
percentage  change in the value of an Accumulation Unit based on the performance
of an investment option over  a period of time, usually  a calendar year. It  is
determined  by dividing the  increase (decrease) in  value for that  unit by the
Accumulation Unit value at the beginning  of the period. This percentage  figure
will  reflect the deduction of  any asset based charges  under the Contracts but
will not reflect  the deduction  of any  applicable deferred  sales charge.  The
deduction  of any applicable  deferred sales charge  would reduce any percentage
increase or make greater any percentage decrease.

Any advertisement will also include standardized total return figures calculated
as required by the SEC, as described in the Statement of Additional Information.
The total return figures do not reflect the deduction of any applicable deferred
sales charge, as well as any other Separate Account expenses.

                    THE COMPANY, VARIABLE ANNUITY ACCOUNT C
                          AND DESCRIPTION OF THE FUNDS

THE COMPANY

Aetna Life Insurance and Annuity Company ("Company," "us" or "we") the depositor
for the Separate  Account is a  stock life insurance  company organized in  1976
under  the insurance laws of the state  of Connecticut. As of December 31, 1994,
the Company managed over $20.4 billion of  assets. As of December 31, 1993,  the
Company ranked among the top 2% of all U.S. life insurance companies by size. We
are  a wholly owned subsidiary  of Aetna Life and  Casualty Company, which, with
its subsidiaries, constitutes one of the nation's largest diversified  financial
services  organizations. Our  Home Office is  located at  151 Farmington Avenue,
Hartford, Connecticut 06156.

THE SEPARATE ACCOUNT

Variable Annuity Account C is a separate account established by us prior to 1976
under the laws of the state of Connecticut. The Separate Account was formed  for
the  purpose  of segregating  assets attributable  to  the variable  portions of
Contracts from Company  assets. The  Separate Account  is registered  as a  unit
investment trust under the Investment Company Act of 1940.

Although  the Company holds  title to the  assets of the  Separate Account, such
assets are not chargeable with liabilities arising out of any other business  we
may  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 of the Company arising
under the Contracts are general corporate obligations.

DESCRIPTION OF THE FUNDS

The Contract Holder  will designate some  or all of  the mutual funds  described
below  as variable funding  options under the Contract.  The Contract Holder, or
you, if allowed by the Contract Holder may  select one or more of the Funds  for
investment of the Purchase Payments made on your behalf. Except where noted, all
of the Funds are diversified as defined in the Investment Company Act of 1940.

- -AETNA  VARIABLE FUND (sometimes  called the "Growth and  Income Fund") seeks to
 maximize total return through investments in a diversified portfolio of  common
 stocks and securities convertible into common stock.

- -AETNA  INCOME SHARES (sometimes called the "Bond Fund") seeks to maximize total
 return, consistent with reasonable risk,  through investments in a  diversified
 portfolio consisting primarily of debt securities.

- -AETNA  VARIABLE ENCORE FUND (sometimes called the "Money Market Fund") seeks to
 provide high  current  return,  consistent with  preservation  of  capital  and
 liquidity,  through investment in  high quality "money  market" instruments. An
 investment  in  the  Fund  is  neither  insured  nor  guaranteed  by  the  U.S.
 Government.

12
<PAGE>
- -AETNA INVESTMENT ADVISERS FUND, INC. (sometimes called the "Managed Fund") is a
 managed  mutual fund which seeks to  maximize investment return consistent with
 reasonable safety of  principal by investing  in one or  more of the  following
 asset  classes:  stocks, bonds  and cash  equivalents,  based on  the Company's
 judgment of which of  those sectors or mix  thereof offers the best  investment
 prospects.

- -AETNA  GENERATION PORTFOLIOS,  INC.--AETNA ASCENT  VARIABLE PORTFOLIO  seeks to
 provide capital appreciation by allocating  its investments among equities  and
 fixed  income  securities.  Aetna  Ascent  Variable  Portfolio  is  managed for
 investors who generally have an investment horizon exceeding 15 years, and  who
 have a high level of risk tolerance. See the Fund's prospectus for a discussion
 of the risks involved.

- -AETNA GENERATION PORTFOLIOS, INC.--AETNA CROSSROADS VARIABLE PORTFOLIO seeks to
 provide  total return (i.e., income and capital appreciation, both realized and
 unrealized) by  allocating  its investments  among  equities and  fixed  income
 securities.  Aetna Crossroads Variable  Portfolio is managed  for investors who
 generally have an investment horizon exceeding 10 years and who have a moderate
 level of risk tolerance.

- -AETNA GENERATION  PORTFOLIOS, INC.--AETNA  LEGACY VARIABLE  PORTFOLIO seeks  to
 provide  total return consistent with preservation of capital by allocating its
 investments among equities and fixed  income securities. Aetna Legacy  Variable
 Portfolio  is managed  for investors who  generally have  an investment horizon
 exceeding five years and who have a low level of risk tolerance.

- -ALGER AMERICAN FUND--ALGER  AMERICAN GROWTH PORTFOLIO  seeks long-term  capital
 appreciation  by  investing in  a  diversified, actively  managed  portfolio of
 equity securities, primarily  of companies with  total market  capitalization--
 present  market  value  per share  multiplied  by  the total  number  of shares
 outstanding--of $1  billion  or  greater.  Income is  a  consideration  in  the
 selection of investments but is not an investment objective.

- -ALGER  AMERICAN  FUND--ALGER  AMERICAN SMALL  CAPITALIZATION  PORTFOLIO ("Alger
 American Small Cap Portfolio") seeks  capital return through investment in  the
 common  stock of smaller companies offering the potential for significant price
 gain. It invests at  least 85% of  its net assets in  equity securities and  at
 least 65% of its net assets in equity securities of companies that, at the time
 of purchase, have "total market capitalization"--present market value per share
 multiplied  by the total number of shares outstanding--of less than $1 billion.
 Investing in smaller companies may present risks not present in investments  in
 larger companies. See the Fund's prospectus for a discussion of these risks.

- -CALVERT  RESPONSIBLY INVESTED BALANCED PORTFOLIO is a non-diversified portfolio
 that seeks growth  of capital  through investment  in enterprises  that make  a
 significant  contribution to  society through  their products  and services and
 through the way they do business. Prior to  May 1, 1995, the Fund was known  as
 the Calvert Socially Responsible Series.

- -FIDELITY INVESTMENTS' VARIABLE INSURANCE PRODUCTS FUND II--CONTRAFUND PORTFOLIO
 ("Fidelity Contrafund Portfolio") seeks maximum total return over the long term
 by  investing  its assets  mainly in  equity securities  of companies  that are
 undervalued or out-of-favor.

- -FIDELITY INVESTMENTS' VARIABLE INSURANCE PRODUCTS FUND--EQUITY INCOME PORTFOLIO
 ("Fidelity Equity-Income  Portfolio")  seeks  reasonable  income  by  investing
 primarily  in income-producing equity securities. In choosing these securities,
 the Fund will also consider the potential for capital appreciation.

- -FIDELITY  INVESTMENTS'  VARIABLE  INSURANCE  PRODUCTS  FUND--GROWTH   PORTFOLIO
 ("Fidelity Growth Portolio") seeks to achieve capital appreciation by investing
 primarily  in common stock, although the Fund is not limited to any one type of
 security.

- -FIDELITY INVESTMENTS'  VARIABLE  INSURANCE  PRODUCTS  FUND--OVERSEAS  PORTFOLIO
 ("Fidelity  Overseas Portfolio")  seeks long-term  growth of  capital primarily
 through investments in  foreign securities (at  least 65% from  at least  three
 countries  outside of North  America). International investments  such as these
 involve greater risks than U.S. investments.

- -FRANKLIN GOVERNMENT  SECURITIES  TRUST  seeks  income  through  investments  in
 obligations  of  the  U.S.  Government or  its  agencies  or instrumentalities,
 primarily GNMA obligations.

                                                                              13
<PAGE>
- -JANUS ASPEN SERIES--AGGRESSIVE GROWTH PORTFOLIO ("Janus Aspen Aggressive Growth
 Portfolio") is  a  non-diversified portfolio  that  seeks long-term  growth  of
 capital  by emphasizing investments  in common stocks  of companies with market
 capitalizations between $1 billion and $5 billion.

- -JANUS ASPEN SERIES--BALANCED PORTFOLIO ("Janus Aspen Balanced Portfolio") seeks
 both long-term growth of capital and current income. The Portfolio is  designed
 for  investors who  want to  participate in the  equity markets  through a more
 moderate investment than  a pure growth  fund. Investments in  income-producing
 securities  are  intended  to  result  in  a  portfolio  that  provides  a more
 consistent total  return than  may be  attainable through  investing solely  in
 growth  stocks.  The  Portfolio is  not  designed  for investors  who  desire a
 consistent level of income.

- -JANUS ASPEN  SERIES--FLEXIBLE INCOME  PORTFOLIO ("Janus  Aspen Flexible  Income
 Portfolio")  seeks to  maximize total  return, consistent  with preservation of
 capital from a combination  of current income  and capital appreciation.  Janus
 Aspen  Flexible  Income  Portfolio  invests in  all  types  of income-producing
 securities, and may have  substantial holdings of  debt securities rated  below
 investment  grade ("high yield,  high risk securities")  also commonly known as
 "junk bonds." High yield, high risk  securities involve certain risks. See  the
 Fund's prospectus for a discussion of these risks.

- -JANUS  ASPEN SERIES--GROWTH  PORTFOLIO ("Janus  Aspen Growth  Portfolio") seeks
 long-term growth of capital by  investing primarily in a diversified  portfolio
 of  common  stocks of  a large  number of  issuers of  any size.  The Portfolio
 generally emphasizes issuers with large market capitalizations.

- -JANUS ASPEN  SERIES--SHORT-TERM BOND  PORTFOLIO ("Janus  Aspen Short-Term  Bond
 Portfolio")  seeks as  high a  level of  current income  as is  consistent with
 preservation of capital by investing primarily in short- and  intermediate-term
 fixed income securities. The Portfolio will normally maintain a dollar-weighted
 average  portfolio maturity of  less than three  years, but not  to exceed five
 years depending  upon its  portfolio manager's  opinion of  prevailing  market,
 financial and economic conditions.

- -JANUS  ASPEN SERIES--WORLDWIDE GROWTH PORTFOLIO  ("Janus Aspen Worldwide Growth
 Portfolio") seeks long-term growth of capital by investing primarily in  common
 stocks  of companies of foreign and domestic issuers of any size. The Portfolio
 normally invests in issuers  from at least  five different countries  including
 the  United States. International investments involve risks not present in U.S.
 Securities.

- -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. Current  income will not be a
 factor. Total return will consist  primarily of capital appreciation. The  Fund
 may  invest  up to  25%  of its  total  assets in  foreign  securities. Foreign
 investing involves risks that differ from those involved in domestic investing.
 See the Fund's prospectus for a discussion of these risks.

- -NEUBERGER & BERMAN  ADVISERS MANAGEMENT TRUST--GROWTH  PORTFOLIO ("Neuberger  &
 Berman  Growth Portfolio") seeks  capital growth through  investments in common
 stocks  of  companies   that  the   investment  adviser   believes  will   have
 above-average  earnings  or  otherwise  provide  investors  with  above-average
 potential for capital appreciation.

- -SCUDDER  VARIABLE  LIFE  INVESTMENT  FUND--INTERNATIONAL  PORTFOLIO   ("Scudder
 International  Portfolio") seeks long-term growth  of capital primarily through
 diversified holdings  of marketable  foreign equity  investments. Investing  in
 foreign  securities  may involve  a greater  degree of  risk than  investing in
 domestic securities. See the  Fund's prospectus for a  discussion of the  risks
 involved.

- -TCI  PORTFOLIOS,  INC.--TCI GROWTH  (a  Twentieth Century  Fund)  seeks capital
 growth by investing  in common  stocks (including  securities convertible  into
 common stocks) and other securities that meet certain fundamental and technical
 standards  of selection  and, in the  opinion of TCI  Growth's management, have
 better than average potential for appreciation. TCI Growth tries to stay  fully
 invested  in such securities,  regardless of the  movement of prices generally.
 The Fund may  invest in  foreign securities. Foreign  investing involves  risks
 that  differ  from  those  involved  in  domestic  investing.  See  the  Fund's
 prospectus for a discussion of these risks.

14
<PAGE>
There is no assurance that the  Funds will achieve their investment  objectives.
Participants  bear the full investment risk of investment in the Funds selected.
Contract  Holders  should  read  the  accompanying  prospectuses  of  the  Funds
carefully before investing.

Some  of the  Funds may use  instruments known  as derivatives as  part of their
investment strategies as described in their respective prospectuses. The use  of
certain derivatives such as inverse floaters and principal only debt instruments
may  involve  higher  risk of  volatility  to a  Fund.  The use  of  leverage in
connection with derivatives can also increase risk of losses. See the prospectus
for the Funds for  a discussion of  the risks associated  with an investment  in
those funds.

The  following identifies the investment adviser and the subadvisor, if any, for
each Fund.

<TABLE>
<CAPTION>
                              FUND                                        INVESTMENT ADVISER                   SUBADVISER
- ----------------------------------------------------------------  ----------------------------------  -----------------------------
<S>                                                               <C>                                 <C>
Aetna Variable Fund                                               Aetna Life Insurance and                         --
                                                                  Annuity Company (ALIAC)
Aetna Income Shares                                               ALIAC                                            --
Aetna Variable Encore Fund                                        ALIAC                                            --
Aetna Investment Advisers Fund, Inc.                              ALIAC                                            --
Aetna Ascent Variable Portfolio                                   ALIAC                                            --
Aetna Crossroads Variable Portfolio                               ALIAC                                            --
Aetna Legacy Variable Portfolio                                   ALIAC                                            --
Alger American Growth Portfolio                                   Fred Alger Management, Inc.                      --
Alger American Small Cap Portfolio                                Fred Alger Management, Inc.                      --
Calvert Responsibly Invested                                      Calvert Asset Management Company,   NCM Capital Management Group,
 Balanced Portfolio                                               Inc.                                Inc.
Fidelity Contrafund Portfolio                                     Fidelity Management &                            --
                                                                  Research Company
Fidelity Equity-Income Portfolio                                  Fidelity Management &                            --
                                                                  Research Company
Fidelity Growth Portfolio                                         Fidelity Management &                            --
                                                                  Research Company
Fidelity Overseas Portfolio                                       Fidelity Management &                            --
                                                                  Research Company
Franklin Government Securities Trust                              Franklin Advisers, Inc.                          --
Janus Aspen Aggressive Growth Portfolio                           Janus Capital Corporation                        --
Janus Aspen Balanced Portfolio                                    Janus Capital Corporation                        --
Janus Aspen Flexible Income Portfolio                             Janus Capital Corporation                        --
Janus Aspen Growth Portfolio                                      Janus Capital Corporation                        --
Janus Aspen Short-Term Bond Portfolio                             Janus Capital Corporation                        --
Janus Aspen Worldwide Growth Portfolio                            Janus Capital Corporation                        --
Lexington Natural Resources Trust                                 Lexington Management                Market Systems
                                                                  Corporation                         Research Advisors, Inc.
Neuberger & Berman Growth Portfolio                               Neuberger & Berman                  Neuberger & Berman
                                                                  Management Incorporated
Scudder International Portfolio                                   Scudder, Stevens & Clark, Inc.                   --
TCI Growth                                                        Investors Research Corporation                   --
</TABLE>

                                                                              15
<PAGE>
More comprehensive information,  including a discussion  of potential risks,  is
found  in the current prospectus  for each Fund, which  is distributed with this
prospectus. Additional prospectuses and the Statements of Additional Information
for this prospectus and for each Fund  prospectus can be obtained by writing  to
our Home Office, Attention: Annuity Operations, or by calling 1-800-525-4225.

SHARED AND MIXED FUNDING

Shares of the Funds are sold to us for funding variable annuities. The Funds may
be  sold to other companies for the same purpose. This is referred to as "shared
funding." Shares  of  the Funds  may  also be  used  for funding  variable  life
insurance policies through variable life separate accounts sponsored by us or by
third parties. This is referred to as "mixed funding."

It  is conceivable that, in  the future, it may  be disadvantageous for variable
annuity separate accounts and variable life separate accounts of the same or  of
an unaffiliated insurance company to invest in these Funds simultaneously, since
the  interests of  the contract  holders or  policy owners  or of  the insurance
companies may differ. Each  Fund's Board of Trustees  or Directors will  monitor
events  in order  to identify  any material  irreconcilable conflicts  which may
possibly arise and to determine what action, if any, should be taken. If such  a
conflict  were  to  occur,  one  of the  separate  accounts  might  withdraw its
investment in a Fund. This might force that Fund to sell portfolio securities at
disadvantageous prices.

ADDITIONAL FUNDS, LIMITATIONS ON SELECTION OF FUNDS AND SUBSTITUTIONS OF FUNDS

We may, from  time to  time, add additional  mutual funds  as eligible  variable
funding  options under the Contracts. In such event, the Contract Holder or you,
if permitted by the Contract Holder, may be permitted to select from these other
funds, subject to any  conditions that may be  imposed in connection with  those
options.  No more  than 18 different  choices may be  made over the  life of the
Account.

The Company's current policy is to allow only Aetna Funds to be used as variable
investment options during the Annuity Period. See "Annuity Period Elections."

The Contract Holder may decide to offer only a select number of Funds as funding
options under its  Plan, or  may decide  to substitute  shares of  one Fund  for
shares of another Fund currently held by the Separate Account.

                                    PURCHASE

CONTRACT PURCHASE

An  organization eligible to establish deferred compensation plans under Section
457 of the Code  may acquire a group  Contract for its Plan  by filling out  the
appropriate  master application  form and  returning it to  the Company  or to a
Distributor for delivery  to the  Company. Once  we approve  the application,  a
group  Contract is issued  to the organization as  Contract Holder. The Contract
Holder exercises all rights under the  Contracts. See "The Contracts." A  Single
Purchase  Payment  Contract will  be issued  for  lump-sum transfers  of amounts
accumulated under a preexisting Plan.  An installment Purchase Payment  Contract
will be issued for continuing, periodic payments.

Employees  of the Contract Holder  may fill out an  enrollment form or forms and
return them to the Company or to  a Distributor for delivery to the Company  for
review,   acceptance  or  rejection.  The  Company  must  accept  or  reject  an
application within  two business  days of  its receipt.  If the  application  is
incomplete,  the Company may  hold it and any  accompanying Purchase Payment for
five days.  Purchase Payments  may be  held  for longer  periods only  with  the
consent  of the Contract  Holder, pending acceptance of  the application. If the
application is accepted, a Contract will  be issued to the Contract Holder.  Any
Purchase Payment accompanying the application or received prior to acceptance of
the  application,  will  be  invested  as of  the  date  of  acceptance.  If the
application is  rejected, the  application  and any  Purchase Payments  will  be
returned  to the Contract Holder. Initial payments held for longer than the five
business days will  be deposited  in the Aetna  Variable Encore  Fund until  the
forms are completed.

16
<PAGE>
The  Contract Holder may cancel the contract  within 10 days after receiving (or
as otherwise allowed by  state law). Refer to  "Contracts--Right to Cancel"  for
more information.

PURCHASE PAYMENTS

Once  the application or enrollment form  is accepted, Purchase Payments will be
credited to an  Account for  allocation to  the applicable  funding options.  If
required,  premium  taxes  will  be deducted  prior  to  crediting  the Purchase
Payments  to  the  Account.  See  "Charges  and  Deductions--Premium  Tax"   and
"Determining Contract Value--Accumulation Units."

The Code may limit the total amount of Purchase Payments made on a Participant's
behalf in a year.

MINIMUM AND MAXIMUM PURCHASE PAYMENTS

There  is currently no  minimum amount for  lump-sum purchase payments; however,
the Company reserves the right to set such a minimum in the future.  Installment
Purchase   Payments  must  be  at  least  $50  per  month  ($600  annually)  per
Participant, and may not be less than $25 per payment.

The Code  imposes  a maximum  limit  on annual  Purchase  Payments that  may  be
excluded  from your gross income. The limit is generally the lesser of $7,500 or
33 1/3% of your includable compensation (25% of gross compensation).

ALLOCATING PURCHASE PAYMENTS

Each Purchase Payment is forwarded to us through a Distributor.

The Contract Holder or you,  if permitted by the  Contract Holder, may elect  to
have  each  Purchase Payment  accumulate  (i) on  a  variable basis  through the
Separate Account by  investment in  shares of  one or  more of  the Funds;  (ii)
through  the Fixed  Account (see  Appendix II)  or the  Fixed Plus  Account (see
Appendix III); (iii)  under the Guaranteed  Accumulation Account, or  (iv) in  a
combination  of (i),  (ii) and  (iii). Not all  options are  available under all
Plans. Your enrollment materials should indicate which options are available for
you. The Contract  Holder, or  you, if permitted  by the  Contract Holder,  must
indicate  on the enrollment forms how  the Purchase Payments should be allocated
among the options. The  allocations must be in  terms of whole percentages.  All
Purchase  Payments received thereafter will be allocated in the same percentages
until new  allocation instructions  are received.  See the  applicable  Appendix
regarding  the allocation of amounts of the Fixed Account, Fixed Plus Account or
the Guaranteed Accumulation Account.

DESIGNATIONS OF ANNUITANT

Under the terms of the Contract, the Participant must be the Annuitant. See "The
Contract--Rights of the Contract and Account."

DISTRIBUTION

The  Company  will  serve  as  Underwriter  for  the  securities  sold  by  this
Prospectus. The Company is registered as a broker-dealer with the Securities and
Exchange  Commission and is  a member of the  National Association of Securities
Dealers, Inc. (NASD). As Underwriter, the Company will contract with one or more
registered broker-dealers ("Distributors"), including at least one affiliate  of
the  Company, to offer and sell the  Contracts. All persons offering and selling
the Contracts must be  registered representatives of  the Distributors and  must
also  be licensed as insurance agents  to sell Variable Annuity Contracts. These
registered  representatives  may  also  provide  services  to  Participants   in
connection with establishing their Accounts under the Contract.

                                                                              17
<PAGE>
Persons offering and selling the Contracts may receive commissions in connection
with  the sale of the Contracts. The  maximum percentage amount that the Company
will ever pay as commission with respect  to any given Purchase Payment is  with
respect  to  those made  during the  first  year of  Purchase Payments  under an
Account. That  percentage amount  will range  from 1%  to 6%  of those  Purchase
Payments. The Company may also pay renewal commissions on Purchase Payments made
after  the first year and asset-based service  fees. The average of all payments
made by the Company is estimated to equal approximately 3% of the total Purchase
Payments made  over  the life  of  an average  Contract.  The Company  may  also
reimburse  the  Distributor  for  certain  actual  expenses.  The  name  of  the
Distributor and the registered representative  responsible for your Account  are
set  forth on your  enrollment form. Commissions and  sales related expenses are
paid by the Company  and are not deducted  from Purchase Payments. See  "Charges
and Deductions--Deferred Sales Charge."

Occasionally,  we  may  pay  commissions  and  fees  to  Distributors  which are
affiliated or associated with  the Contract Holder or  the Participants. We  may
also  enter  into agreements  with some  entities  associated with  the Contract
Holder or  Participants in  which we  would  agree to  pay the  association  for
certain  services in connection with administering  the Contracts. In both these
circumstances there may be an understanding that the Distributor or  association
would endorse the Company as a provider of the Contract. You will be notified if
you are purchasing a Contract that is subject to these arrangements.

                           DETERMINING CONTRACT VALUE

ACCUMULATION UNITS

A  Purchase Payment that is directed to one or more of the Funds is deposited in
the Separate Account  and credited to  the Account in  the form of  Accumulation
Units  for  each Fund  selected. The  number of  Accumulation Units  credited is
determined by dividing the  applicable portion of the  Purchase Payment by  that
Contract's  Accumulation Unit  value of  the appropriate  Fund. The Accumulation
Unit value used  is that next-computed  following the date  on which a  Purchase
Payment  is  received, unless  the application  has not  been accepted.  In that
event, Purchase Payments will  be credited at the  Accumulation Unit value  next
determined  after  acceptance  of  the  application.  Shares  of  the  Funds are
purchased by the Separate Account at the net asset value next determined by  the
Fund  following receipt of Purchase Payments by the Separate Account, which will
be no  later  than  the  next  business  day  following  the  crediting  of  the
Accumulation  Units attributable to  the Funds. The  value of Accumulation Units
attributable to  the  Funds will  be  affected by  the  investment  performance,
expenses and charges of those Funds.

Accumulation  Units are valued separately for each Fund. Therefore, if you elect
to have a Purchase  Payment invested in  a combination of  Funds, you will  have
Accumulation Units credited from more than one source. The value of your Account
as of the most recent Valuation Period, is determined by adding the value of any
Accumulation  Units attributed to the Fund(s) you  have selected to the value of
any amounts invested in the Fixed Account, the Fixed Plus Account and in GAA.

NET INVESTMENT FACTOR FOR EACH VALUATION PERIOD

The value of  an Accumulation  Unit for any  Valuation Period  is calculated  by
multiplying  the Accumulation Unit value for the immediately preceding Valuation
Period by the net investment factor of the appropriate investment option for the
current period.

The net investment factor is calculated separately for each Fund in which assets
of Account C  are invested.  It is  determined by  adding 1.0000000  to the  net
investment rate.

The  net investment rate equals (a) the net assets of the Fund held by Account C
at the end of a Valuation Period, minus  (b) the net assets of the Fund held  by
Account  C at the  beginning of a Valuation  Period, plus or  minus (c) taxes or
provision for taxes, if any, attributable to the operation of Account C, divided
by (d) the value of the Fund's Accumulation and Annuity Units held by Account  C
at  the beginning of the Valuation Period, minus (e) a daily charge at an annual
rate

18
<PAGE>
of 0.95% for  the mortality  and expense  risks during  the Accumulation  Period
(1.25%  during the  Annuity Period), and  a daily  administrative expense charge
which will not exceed 0.25%  (zero through April 30,  1996) on an annual  basis.
The net investment rate may be more or less than zero.

TRANSFER CREDITS

The Company provides a transfer credit on transferred assets, subject to certain
conditions   (and  state  approval).   Transferred  assets  are   the  value  of
contributions made on your behalf to this Plan or to a similar Plan, before  the
amounts   were  applied  to  this  Contract.  This  benefit  is  provided  on  a
nondiscriminatory basis if your Contract is eligible.

The transfer credit will equal a percentage of the transferred assets applied to
the Contract that remain in the Contract after a specified period of time.  Once
transfer  credit  amounts are  applied to  the Accounts,  all provisions  of the
Contract apply. If  a transfer credit  is due  under the Contract,  you will  be
provided with additional information specific to the Contract.

                                   CONTRACTS

GENERAL

The Contracts are annuities which means that they provide payments in the future
for a fixed period or for life. See "Annuity Period." The amount of the payments
made  during the  Annuity Period  will be determined  by the  amount of Purchase
Payments received by the Company for your Account and on the investment  results
of  the funding  options that  the Contract Holder,  or you,  if applicable, has
selected. The Contracts offer the ability to have Purchase Payments allocated to
a fixed account which guarantees a  minimum rate of interest, to the  Guaranteed
Accumulation  Account, or to the Separate Account which allows the amounts to be
invested in the shares of a variety of different funds. See "The Funds."

The Contracts  are designed  for group  deferred compensation  plans offered  by
state  or local governments. The Contracts are  offered under Section 457 of the
Code. Amounts held  under the  Plan may  be entitled  to tax-deferred  treatment
under certain sections of the Code. See "Tax Status."

RIGHT TO CANCEL

The  Contract  Holder may  cancel the  Contract no  later than  ten days  (or as
otherwise allowed by state  law) after receiving the  Contract by returning  it,
along with a written notice of cancellation, to us. We will produce a refund not
later  than seven days after  we receive the Contract  and the written notice at
our Home Office. Unless the applicable  state law requires a refund of  Purchase
Payment(s)  only, we  will refund the  Purchase Payment(s) plus  any increase or
minus any  decrease  in  the  value  attributable  to  any  Purchase  Payment(s)
allocated to the Variable Option(s).

PURCHASE PAYMENTS

The Contract is available for Purchase Payments. It allows lump-sum transfers to
the  Contract of amounts  accumulated under a  preexisting deferred compensation
plan under  Section  457 of  the  Code.  The Contract  also  allows  installment
payments.

RIGHTS UNDER THE CONTRACT

All  rights under the Contract  rest with the Contract  Holder, which is usually
the employer or other obligor under the  Plan. The Contract will be part of  the
employer's  general  assets, subject  to the  claims  of its  general creditors.
Benefits available to you are governed exclusively by the provisions of the Plan
and are backed only by the general  assets of the employer. Some of the  options
and  elections  under  the  Contract  may not  be  available  to  you  under the
provisions of the Plan.

                                                                              19
<PAGE>
ALLOCATION CHANGES AND TRANSFERS

During each calendar  year, the  Contract Holder, or  you, if  permitted by  the
Contract Holder, may change the allocation of future Net Purchase Payments among
the allowable investment options. Unlimited allocation changes are allowed.

We  also allow unlimited transfers of accumulated values to available investment
options during the Accumulation  Period, free of charge.  Transfers of not  less
than  $500 may be made among  the available Funds or from  any of the Funds to a
credited interest options. Any transfer will  be based on the Accumulation  Unit
value  next determined after we receive a  valid request at our Home Office. See
Appendix I, II,  and III  for information  on transfers  from credited  interest
options.

During the Annuity Period, transfers of accumulated values are not allowed.

WITHDRAWALS DURING ACCUMULATION PERIOD

The  Contract Holder may withdraw  all or a portion  of the Account value during
the Accumulation Period by properly  completing a disbursement form and  sending
it to the Home Office. Disbursement forms are available from the Company and our
representatives.  See  "Tax  Status  of  Amounts  Distributed  Under  Contract."
Withdrawals may be requested in one of the following ways:

- - FULL WITHDRAWAL OF THE CONTRACT: The amount paid will be the full value of the
  Funds, GAA and  the Fixed Account  held in all  Accounts minus any  applicable
  deferred  sales charge  plus one-fifth  of the amount  held in  the Fixed Plus
  Account*,  minus   any   Fixed   Plus  Account   withdrawals,   transfers   or
  annuitizations  made in the prior 12 months. Amounts withdrawn from GAA may be
  subject to a market value adjustment. See Appendix I.

- - FULL WITHDRAWAL OF AN ACCOUNT: The amount  paid will be the full value of  the
  Funds,  GAA and  the Fixed  Account held in  the Account  minus any applicable
  deferred sales charge  plus one-fifth  of the amount  held in  the Fixed  Plus
  Account*,   minus   any   Fixed  Plus   Account   withdrawals,   transfers  or
  annuitizations made in the prior 12 months. Amounts withdrawn from GAA may  be
  subject to a market value adjustment. See Appendix I.

- - PARTIAL WITHDRAWAL (PERCENTAGE): The amount paid will be the percentage of the
  Account  value requested minus any  applicable deferred sales charge. However,
  amounts withdrawn from  the Fixed Plus  Account may not  exceed 20% minus  any
  Fixed  Plus Account withdrawals,  transfers or annuitizations  in the prior 12
  months.** Amounts  withdrawn  from  GAA  may be  subject  to  a  market  value
  adjustment. See Appendix I.

- - PARTIAL  WITHDRAWAL  (SPECIFIC DOLLAR  AMOUNT): The  amount  paid will  be the
  dollar amount requested. However, the  amount withdrawn from the Account  will
  equal  the dollar amount requested, plus any applicable deferred sales charge.
  The amount withdrawn from the Fixed Plus Account may not exceed 20% minus  any
  Fixed  Plus Account withdrawals,  transfers or annuitizations  in the prior 12
  months.** Amounts  withdrawn  from  GAA  may be  subject  to  a  market  value
  adjustment. See Appendix I.

 * Note:  The balance of the amount held in  the Fixed Plus Account will be paid
   in four annual  installments. If  the withdrawal  is due  to death,  hardship
   resulting  from  an  unforeseen  emergency,  annuitization,  separation  from
   service, or meets other qualifications, the  entire amount held in the  Fixed
   Plus  Account  will be  paid  in one  lump sum  (or  used to  provide Annuity
   payments) rather  than  in annual  installments.  See Appendix  II  for  more
   information.

** The  20% limit is waived if the partial withdrawal is due to annuitization or
   death. See Appendix II for more information.

All amounts paid will be based on account values as of the end of the  Valuation
Period  in which the request is received in  the Home Office. If a later payment
date is specified, the amount paid will be based on the Account Value as of that
date. For any  partial withdrawal,  unless requested otherwise  by the  Contract
Holder,  the  value  of  the  Accumulation  Units  cancelled  will  be withdrawn
proportionately from each investment option used under the Account.

Payments  for  withdrawal  requests,  subject   to  the  above  limitations   on
withdrawals  from  the Fixed  Plus Account,  will normally  be made  witin seven
calendar days after a  properly completed disbursement form  is received at  our
Home

20
<PAGE>
Office  or within  seven calendar  days of  the date  the disbursement  form may
specify. Payments may be delayed for: (a) any period in which the New York Stock
Exchange ("Exchange")  is  closed  (other than  customary  weekend  and  holiday
closings)  or in which trading on the  Exchange is restricted; (b) any period in
which an emergency exists where disposal of securities held by the funds is  not
reasonably  practicable or where it is  not reasonably practicable for the value
of the assets of the Funds to be fairly determined; or (c) such other periods as
the SEC  may  by  order  permit  for the  protection  of  Contract  Holders  and
Participants.  The  conditions under  which restricted  trading or  an emergency
exists shall be determined by the rules and regulations of SEC.

                             CHARGES AND DEDUCTIONS

This section describes  the maximum  Contract charges  which we  may deduct  for
administrative expenses, sales-related expenses and transfer fees. A description
of mortality and expense risk charges and Fund expenses is also included.

MORTALITY AND EXPENSE RISK CHARGES

We  make a daily deduction  from the Separate Account  for mortality and expense
risks (insurance charges).  The deduction, made  as part of  the calculation  of
Accumulation  Unit value(s), is equivalent to 0.95% per year. During the Annuity
Period, the deduction for mortality and expense risks is equivalent to 1.25% per
year. The mortality risk charge is to compensate us for the risk we assume  when
we  promise to  continue making lifetime  payments to  individual Annuitants for
their lifetimes according to Annuity rates  specified in the Contract at  issue.
The  expense risk charge is  to compensate us for  the risk that actual expenses
for costs incurred under the Contract will exceed the maximum costs that can  be
charged  under the Contract. For 1994, we received $59,320,898 for mortality and
expense risks from Contracts under Account C.

ADMINISTRATIVE EXPENSE CHARGE

We reserve the right to  deduct a daily charge of  not more than 0.25% per  year
from  the variable portion  of Contract values  to reimburse us  for some of the
expenses incurred by us for administering  the Contract. We will establish  this
charge on an annual basis effective each May 1 through April 30 of the following
year. During the Accumulation Period, the charge may fluctuate annually. Once an
Annuity  option is elected, no further charge will be made to the then-effective
administrative fee deducted from the  variable portion of Annuity payments.  For
the  period through April 30,  1996, we have established  the charge to be zero.
Since the  administrative charge  is a  percentage of  the variable  portion  of
Contract values, there may be no relationship between the amount so deducted and
the amount of expenses attributable to the Contract.

FUND EXPENSES

Each  Fund has an investment  adviser. An investment advisory  fee, based on the
Fund's average net assets, is deducted from the assets of each Fund and paid  to
the investment adviser.

Most  expenses incurred in the  operations of each Fund  (except TCI Growth) are
borne by that Fund.  For further details  on each Fund's  expenses, you and  the
Contract Holder should read the accompanying prospectus for each Fund, and refer
to the Fee Table in this prospectus.

CHARGES FOR WITHDRAWALS (DEFERRED SALES CHARGE)

There  are no  deductions from Purchase  Payment(s) for  sales or administrative
expenses.

However, if all  or any  portion of  an Account  value is  withdrawn during  the
Accumulation  Period, a percentage of the  amount withdrawn may be deducted from
that amount  as a  deferred  sales charge,  so that  we  may recover  sales  and
administration-related  expenses. Deferred  sales charges  may be  deducted from
amounts withdrawn during the first 10 Purchase Payment Periods (for  Installment
Purchase  Payment Contracts)  or 9  Account Years  (for Single  Purchase Payment
Contracts), as set  forth in the  table below. In  addition, if the  nonlifetime
Annuity option is elected on a variable

                                                                              21
<PAGE>
basis  and  the  remaining value  is  withdrawn  before three  years  of Annuity
payments have  been completed,  the  applicable deferred  sales charge  will  be
assessed. (See "Annuity Options.") For a further explanation of a deferred sales
charge calculation, see "Charges and Deductions--Withdrawals During Accumulation
Period."

The  following tables reflect the deferred sales chare deduction as a percentage
of the amount withdrawn from the Funds, GAA and the Fixed Account.
<TABLE>
<CAPTION>
           INSTALLMENT PURCHASE PAYMENT CONTRACT:
  PURCHASE PAYMENT                           DEFERRED SALES
  PERIODS COMPLETED                         CHARGE DEDUCTION
  ----------------------------------------  ----------------
<C>                                         <C>
  Less than 5                                      5%
  5 or more but less than 7                        4%
  7 or more but less than 9                        3%
  9 or more but less than 10                       2%
  10 or more                                       0%

<CAPTION>
              SINGLE PURCHASE PAYMENT CONTRACT:
  COMPLETED                                  DEFERRED SALES
  ACCOUNT YEARS                             CHARGE DEDUCTION
  ----------------------------------------  ----------------
<C>                                         <C>
  Less than 5                                      5%
  5 or more but less than 6                        4%
  6 or more but less than 7                        3%
  7 or more but less than 8                        2%
  8 or more but less than 9                        1%
  9 or more                                        0%
</TABLE>

The deduction for the deferred  sales charge will not  exceed 8.5% of the  total
Purchase Payments made to the Account.

A  deferred sales charge is  not deducted from any  portion of the Account value
which is:

(a) applied to provide Annuity benefits;
(b) withdrawn on or  after the tenth  anniversary of the  Effective Date of  the
    Account;
(c) paid due to the death of the Participant;
(d) withdrawn  due  to the  election of  the Estate  Conservation Option  or the
    Systematic Withdrawal Option;
(e) paid when the  Contract Holder certifies  that the withdrawal  is due to  an
    unforseen emergency as specified by the Code;
(f) paid  where  the Account  Value is  $3,500 or  less and  no amount  has been
    withdrawn from that Account within the prior 12 months;
(g) paid due to the Participant's separation from service, or
(h) withdrawn  from  an  installment  Purchase  Payment  Contract  provided  the
    Participant  is at least age  59 1/2 and nine  Purchase Payment periods have
    been completed.

Based on our  actuarial determination, we  do not anticipate  that the  deferred
sales  charge will  cover all  sales and  administrative expenses  which we will
incur in connection with the Contract. Also, we do not intend to profit from the
administrative expense charge, if imposed. We  do hope to profit from the  daily
deduction for mortality and expense risks. Any such profit, as well as any other
profit  realized by us and held in the general account (which supports insurance
and Annuity obligations), would be  available for any proper corporate  purpose,
including, but not limited to, payment of sales and distribution expenses.

Reduction  or  elimination  of the  deferred  sales  charge can  be  made  if we
anticipate we will incur decreased sales-related  expenses due to the nature  of
the  Plan to  which the  Contract is  issued. When  considering a  change to the
deferred sales charge, we will take into account:

(a) The size, characteristics  and nature of  the group to  which a Contract  is
    issued.

(b) The   expected  level  of  initial  agent  or  our  involvement  during  the
    establishment and  maintenance  of  the Contract  including  the  amount  of
    enrollment  activity required,  and the  amount of  service required  by the
    Contract Holder in support of the Plan.

22
<PAGE>
(c) Contract Holder involvement in conducting ongoing enrollment of subsequently
    eligible Participants.

(d) Any other factors which we anticipate will affect the sales-related expenses
    associated with the sale of the Contract in connection with the Plan.

PREMIUM TAX

Several states and municipalities impose  a premium tax on Annuities.  Currently
such  taxes range up to 4%. Ordinarily, in  states that do impose a premium tax,
it would be deducted from the amount  applied to an Annuity option. However,  we
reserve  the right to deduct  a state premium tax at  any time from the Purchase
Payment(s) or from the Account Value  based upon our determination of when  such
tax is due.

                         ADDITIONAL WITHDRAWAL OPTIONS

GENERAL

We  offer two  withdrawal options that  are not considered  Annuity options: the
Estate Conservation Option ("ECO") and the Systematic Withdrawal Option ("SWO").

No deferred sales  charge is  assessed on  the amounts  distributed under  these
options.  Since ECO and SWO are not  Annuity options, the Account remains in the
Accumulation Period, retains all  the rights and  flexibility described in  this
prospectus,  and is  subject to  all other  Contract charges.  The value  of the
Accumulation  Units  cancelled  will  be  withdrawn  proportionately  from   the
investment  options used under the Account.  We reserve the right to discontinue
the availability of these options and to change the terms for future elections.

Once elected, the applicable option(s) may be revoked by the Contract Holder  by
submitting  a written request to our Home Office. Any revocation will apply only
to the amounts not yet paid. Once ECO  or SWO is revoked, it may not be  elected
again.  However, if you die after revoking SWO but before a minimum distribution
is required, the Contract Holder can elect SWO on behalf of your spouse if  your
spouse is the Plan beneficiary.

You  should determine the  availability of ECO  and SWO under  your 457 Plan (by
checking with your employer), and the  terms and conditions that may apply  (the
Code  requires that any pay-out election under a deferred compensation plan must
be irrevocable).

SWO is different from ECO in the following ways: (1) SWO payments are made for a
fixed dollar amount  or fixed time  period whereas ECO  payments vary in  dollar
amount  and are made during your lifetime,  and (2) generally, SWO payments will
be higher than expected  ECO payments. You should  carefully assess your  future
income needs when considering the election of these options.

ESTATE CONSERVATION OPTION ("ECO")

At the time of ECO election, the value of your Account applied to ECO must be at
least $10,000. The first distribution may not be made until the first day of the
calendar year in which you attain age 70 1/2 or retire, whichever occurs later.

We  will calculate and distribute an annual amount using the method contained in
the  Code's  minimum  distribution  regulations.  The  annual  distribution   is
determined  by dividing  the prior December  31 value  of the Account  by a life
expectancy factor. The factor  will be based on  either your life expectancy  or
the  joint life  expectancies of  you and  your designated  Plan beneficiary, as
directed by the Contract Holder, and based on tables in IRS regulations. If  ECO
is  elected based only on  your life expectancy, the  full Account Value must be
distributed in  the  year  following  your death  as  required  by  current  IRS
regulations. If ECO is based on joint life expectancy and the survivor dies, the
full Account must be distributed in the year following his or her death. Factors
will  be recalculated for each year's distribution.  The value of the Account to
be used in this calculation is the value on the December 31st prior to the  year
for which payment is being made. This calculation will be changed, if necessary,
to conform to changes in the Code or applicable regulations.

                                                                              23
<PAGE>
SYSTEMATIC WITHDRAWAL OPTION ("SWO")

SWO  payments  may be  monthly,  quarterly, semiannually  or  annually. However,
distributions may  not be  elected until  you are  eligible to  begin  receiving
distributions  under the Plan.  No election may  be made that  would result in a
payment of less than $250.

At the time of SWO election, the value of your Account(s) applied to SWO must be
at least $10,000.

One of two methods of distribution may be elected:

(a) Specified Payment--payments of a designated amount. The annual dollar amount
    chosen cannot be greater than 20% of the initial cash value applied to  SWO.
    The  Specified Payment amount will remain constant unless a higher amount is
    required  under  Code  distribution   requirements.  The  minimum   required
    distribution  is determined by dividing the value of the Account by the life
    expectancy factor.  If the  dollar amount  chosen is  less than  the  Code's
    minimum required distribution, we will pay the minimum distribution amount.

(b) Specified  Period--payments  for  a designated  time  period.  The specified
    period must be at least 5 years but not greater than the Participant's  life
    expectancy  factor. Each annual  distribution is determined  by dividing the
    Account value on the December 31st prior  to the year for which the  payment
    is  being made by the  number of years remaining  in the elected period. For
    payments  made  more  often  than   annually,  the  annual  payment   result
    (calculated above) is divided by the number of payments due each year.

A  life expectancy  factor from  tables designated  by the  IRS will  be used to
determine the minimum distribution amounts required. The factor will be based on
either your  life expectancy  or the  joint life  expectancies of  you and  your
designated  beneficiary, as  directed by  the Contract  Holder. Factors  will be
reduced by one for each distribution year.

                                 ANNUITY PERIOD

ANNUITY PERIOD ELECTIONS

The Contract Holder  must notify us  in writing  of the Annuity  start date  and
Annuity  option elected. Until a  date and option are  elected, the Account will
continue  in  the  Accumulation  Period  (for  details,  see  the  Statement  of
Additional Information).

The  Contract Holder  must give  written notice  to us  at least  30 days before
Annuity payments  begin, electing  or changing  (a) the  date on  which  Annuity
payments  are to begin, (b) the Annuity  option, (c) whether the payments are to
be made monthly,  quarterly, semiannually  or annually, and  (d) the  investment
option(s) used to provide Annuity payments (i.e., an available credited interest
option,  Aetna  Variable Fund,  Aetna Income  Shares, Aetna  Investment Advisers
Fund, Inc., or any combination thereof).

During the Annuity  Period, we will  deduct a daily  mortality and expense  risk
charge  equivalent  to  1.25%  annually from  amounts  held  under  the variable
options.

We may also deduct a daily administrative expense charge from amounts held under
the variable options. The charge, established when a variable Annuity Option  is
elected,  will not exceed  0.25% per year  of amounts held  on a variable basis.
Once established the charge will be effective during the entire Annuity Period.

If Annuity payments are to  be made on a  variable basis, (i.e., Aetna  Variable
Fund,  Aetna  Income  Shares and/or  Aetna  Investment Advisers  Fund,  Inc. are
chosen), the first and  subsequent payments will vary  depending on the  assumed
net  investment rate  (3 1/2% per  annum, unless  a 5% annual  rate is elected).
Selection of a 5% rate causes a higher first payment, but Annuity payments  will
increase  thereafter only to the extent that  the net investment rate exceeds 5%
on an

24
<PAGE>
annualized basis. Annuity payments would decline if the rate were below 5%.  Use
of the 3 1/2% assumed rate causes a lower first payment, but subsequent payments
would  increase more rapidly or decline more  slowly as changes occur in the net
investment rate.

For purposes  of  Annuity payments,  the  Annuitant's adjusted  age  (and  joint
annuitant's,  if elected) will be  used. The Annuitant's adjusted  age is his or
her age as  of the birthday  closest to the  date of the  first Annuity  payment
reduced by one year for Annuity start dates occurring through December 31, 1999.
The  Annuitant's age (and  joint annuitant's, if applicable)  will be reduced by
two years  for Annuity  start dates  occurring during  January 1,  2000  through
December  31,  2009. The  Annuitant's adjusted  age  (and joint  annuitant's, if
applicable) will be reduced  by one additional year  for Annuity start dates  in
each following decade.

No  election may be  made that would result  in a first  Annuity payment of less
than $20 or total yearly Annuity payments of less than $100. If the value of the
Account is insufficient to elect an  option for the minimum amount specified,  a
lump-sum payment must be elected.

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

A Participant or beneficiary will be subject to a 50% federal penalty tax on the
amount  of distribution  required each year  which is not  distributed under the
Code's minimum distribution rules.

The retirement  date and  the  Annuity options  available  to you  are  normally
established  by the terms of  the Plan, subject to  applicable provisions of the
Code. Generally,  distributions from  the Plan  must  begin by  April 1  of  the
calendar  year following  the calendar year  in which  you attain age  70 1/2 or
retire, whichever occurs later.

In  determining  the  amount  of  benefit  payments,  the  minimum  distribution
incidental death benefit rule described in IRS regulations* must be satisfied.

Annuity payments may not extend beyond (a) your life, (b) the joint lives of you
and  your  Plan  beneficiary,  (c)  a  period  certain  greater  than  your life
expectancy, or (d) a period certain greater than the joint life expectancies  of
you and your Plan beneficiary.

* This  rule  assures  that  any  death  benefits  payable  under  the  Plan are
  incidental to the primary purpose of  the Plan which is to provide  retirement
  benefits  or deferred compensation to you.  The amount to be distributed under
  this rule is determined  from tables contained in  the IRS regulations and  is
  based on your age or the ages of you and your Plan beneficiary.

ANNUITY OPTIONS

LIFETIME

(a) Life  Annuity--an  Annuity  with  payments guaranteed  to  the  date  of the
    Annuitant's death. This option may  be elected with payments guaranteed  for
    5,  10, 15 or  20 years. Because  it provides a  specified minimum number of
    Annuity payments, the  election of  a guaranteed payment  period results  in
    somewhat lower payments.

(b) Life  Income Based  Upon the  Lives of Two  Payees--An Annuity  will be paid
    during the lives  of the  Annuitant and  a second  Annuitant. Payments  will
    continue  until both  Annuitants have  died. When  this option  is chosen, a
    choice must be made of:

    (i)  100% of the payment to continue after the first death;

    (ii) 66 2/3% of the payment to continue after the first death;

                                                                              25
<PAGE>
    (iii) 50% of the payment to continue after the first death;

    (iv) Payments for  a minimum  of 120  months, with  100% of  the payment  to
       continue after the first death; or

    (v) 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;

   Because  (iv) provides  a specified minimum  number of  Annuity payments, the
   election of the guaranteed payment period results in somewhat lower  payments
   than options not providing a guaranteed payment period.

Payments  under any lifetime Annuity option will be determined without regard to
the sex of the Annuitant(s). Such Annuity  payments will be based solely on  the
age of the Annuitant(s).

If  a lifetime option is elected without a guaranteed minimum payment period, it
is possible that only one  Annuity payment will be  made if the Annuitant  under
(a),  or the surviving Annuitant  under (b) should die prior  to the due date of
the second Annuity payment.

Once lifetime Annuity payments  begin, the Annuitant cannot  elect to receive  a
lump-sum settlement or change the Annuity option elected.

NONLIFETIME:

Under  the nonlifetime option, the  type of annuity (fixed  or variable) and the
number of years that  may be selected are  determined by the investment  options
used prior to annuitization.

Payments  for  a Stated  Period  of Time--For  amounts  held in  the  Fixed Plus
Account, an Annuity with payments to be made for at least five but not more than
thirty years on a fixed basis. For amounts  held in the Funds, GAA or the  Fixed
Account,  an Annuity  with payments  to be  made for  three to  thirty years, as
selected, on a fixed or variable basis.  If the option is elected on a  variable
basis,  the Contract Holder  may request at  any time during  the payment period
that the present value of all or any portion of the remaining variable  payments
be paid in one sum. However, any lump-sum elected before three years of payments
have  been completed  will be  treated as  a withdrawal  during the Accumulation
Period and any applicable deferred sales charge will be assessed. (See  "Charges
and  Deductions--Charges for Withdrawals (Deferred  Sales Charge)".) This option
is not  available  on a  variable  basis under  a  Contract which  provides  for
immediate Annuity benefits.

We  made a  daily deduction  for mortality and  expense risks  from any Contract
values held on  a variable  basis. (See "Charges  and Deductions--Mortality  and
Expense Risk Charges.") Therefore, electing the nonlifetime option on a variable
basis  will result in a deduction being  made even though we assume no mortality
risk.

In addition to the Annuity options described, we may, with the Contract Holder's
consent, make optional methods of payment available to you and other payees.

                                 DEATH BENEFIT

A portion or all of any death proceeds  may be (a) paid to the Plan  beneficiary
in  a lump  sum; (b) applied  under any of  the Annuity Options;  (c) subject to
applicable provisions of the Code, left  in the variable investment options;  or
(d)  if the Plan beneficiary is your spouse, paid under ECO or SWO. Any lump-sum
payment paid  during the  Accumulation Period  or allowed  under the  applicable
lifetime  or  nonlifetime Annuity  options will  normally  be made  within seven
calendar days after proof of  death acceptance to us  and a request for  payment
are received at our Home Office.

26
<PAGE>
ACCUMULATION PERIOD

If  a lump-sum  distribution is elected,  the Plan beneficiary  will receive the
value of the Account  determined as of  the Valuation Period  in which proof  of
death  acceptable to us and  a request for payment  from the Contract Holder are
received at our Home Office.

If your  designated  beneficiary  under  the  Plan  is  your  surviving  spouse,
distribution under the Plan is not required to begin earlier than when you would
have attained age 70 1/2.

If  your beneficiary under the Plan is  not your surviving spouse, the Plan must
provide that either Annuity payments must  begin within one year of your  death,
or the entire value must be distributed within five years of your death. Annuity
payments may not extend beyond fifteen years.

In  no  event may  payments to  any beneficiary  extend beyond  the life  of the
beneficiary  or  any  period  certain   greater  than  the  beneficiary's   life
expectancy.

ANNUITY PERIOD

If  an  Annuitant dies  after  Annuity payments  have  begun, any  death benefit
payable will  depend upon  the terms  of  the Contract  and the  Annuity  option
selected.

If  lifetime option (a) or (b) was  elected without a guaranteed minimum payment
period under the  Contract, Annuity payments  will cease upon  the death of  the
Annuitant  under  a Life  Annuity or  the  death of  the second  Annuitant under
options (b)(i) through (b)(v).

Under the  Contract,  if  lifetime  options  (a) or  (b)  were  elected  with  a
guaranteed  minimum payment period  and the death of  the second Annuitant under
options (b)(i) through (b)(v) occurs  prior to the end  of that period, we  will
pay  to  the  designated  Plan  beneficiary  in  a  lump  sum,  unless otherwise
requested, the present value of the guaranteed Annuity payments remaining.  Such
value  will be  determined as of  the Valuation  Period in which  proof of death
acceptable to us and a request for payment are received at our Home Office.  The
value will be reduced by any payments made after the
date of death.

If  the nonlifetime option was elected under the Contract and the Annuitant dies
before all payments are made, the value of any remaining payments may be paid in
a lump sum to the Plan beneficiary and no deferred sales charge will be imposed.
Such value will be determined as of the Valuation Period in which proof of death
acceptable to us and a request for payment are received at our Home Office.

If the Annuitant dies after Annuity payments have begun and if there is a  death
benefit  payable  under the  Annuity option  elected,  Annuity payments  must be
distributed to your designated Plan beneficiary at least as rapidly as under the
original method of distribution and in substantially nonincreasing amounts.

                                   TAX STATUS

FEDERAL TAX STATUS OF THE COMPANY

We are  taxed as  a life  insurance company  in accordance  with the  Code.  For
federal  income tax purposes, the operations of the Separate Account form a part
of our total operations and are not taxed independently, although operations  of
the  Separate  Account  are  treated  separately  for  accounting  and financial
statement purposes. Under  the current  provisions of the  Code, the  investment
income  and realized  capital gains  of the  Separate Account  (i.e., income and
capital gains distributed  to the  Separate Account by  the Funds)  will not  be
taxable to us to the extent such amounts are credited to the Contracts. Based on
this,  no charge  is being  made currently to  the Separate  Account for federal
income taxes. However,  we reserve  the right to  make a  deduction for  federal
income  taxes attributable to the Contracts should  such taxes be imposed in the
future.

                                                                              27
<PAGE>
USE OF THE CONTRACT

The  Contract  is  designed  to   provide  deferred  compensation  benefits   to
Participants  under 457 deferred  compensation plans adopted  by state and local
governments for their employees or independent contractors, or both.

TAX STATUS OF AMOUNTS DISTRIBUTED UNDER THE CONTRACT

The following description of the federal  income tax status of amounts  received
under  the  Contracts  is  not  exhaustive and  is  not  intended  to  cover all
situations. You should seek advice from your tax advisers as to the  application
of  federal (and where applicable, state and local) tax laws to amounts received
by you and by your beneficiaries under the Contracts.

Federal income  (and state  taxes,  if applicable)  will  be withheld  from  any
payments  paid directly to  you. We will  report to the  IRS the taxable portion
(generally all) of all distributions.

ACCUMULATION PERIOD

The Purchase Payments and investment results  of Account C credited to value  of
the  Account  are not  taxable  until distributed  or  made available  under the
employer's Plan.  Lump-sum payments,  if paid  directly to  you, are  considered
deferred  wages  and  will  be taxable  to  you  in the  year  received  or made
available.

ANNUITY PERIOD

Annuity Payments  will  generally  be  fully taxable  as  ordinary  income  when
received.

                                 MISCELLANEOUS

VOTING RIGHTS

Each  Contract  Holder may  direct us  in the  voting of  shares at  meetings of
shareholders of  the appropriate  Fund(s). The  number of  votes to  which  each
Contract Holder may give direction will be determined as of the record date.

The number of votes each Contract Holder is entitled to direct with respect to a
particular  Fund during the Accumulation  Period is equal to  the portion of the
current value of  the Contract  attributable to that  Fund, divided  by the  net
asset  value of one share of that Fund. During the Annuity Period, the number of
votes is  equal  to the  Valuation  Reserve applicable  to  the portion  of  the
Contract  attributable to that Fund, divided by the net asset value of one share
of that  Fund. In  determining the  number of  votes, fractional  votes will  be
recognized. Where the value of the Contract or Valuation Reserve relates to more
than  one Fund, the calculation  of votes will be  performed separately for each
Fund.

Each Contract Holder will  receive a notice of  each meeting of shareholders  of
the Fund, together with any proxy solicitation materials, and a statement of the
number  of votes  attributable to the  Contract. Votes  attributable to Contract
Holders who do not direct us  will be cast by us  in the same proportion as  the
votes for which we have received directions.

MODIFICATION OF THE CONTRACT

Changes  to the following  Contract provisions may be  considered material by us
and cannot  be changed  without the  approval of  appropriate state  or  federal
regulatory  authorities; transfers among investment options; notification to the
Contract Holder; conditions  governing payments  of surrender  values; terms  of
Annuity options; and death benefit payments.

The  following provisions may be changed with 30 days' advance written notice to
the Contract Holder, with the Contract Holder's consent. Such changes would only
apply to future Accounts;

    (a) the Annuity options,

28
<PAGE>
    (b) the contractual promise  that no  deduction will be  made from  Purchase
        Payment(s) for sales or administrative expenses,

    (c) the deferred sales charges, if applicable,

    (d) the mortality and expense risk charges, and

    (e) the administrative expense charge provision.

If  a Contract  Holder has  not accepted a  proposed change  at the  time of its
effective date, we will discontinue establishing new Accounts and we reserve the
right to discontinue accepting Purchase Payments to existing Accounts.

We may also change any  provision that must be altered  to comply with state  or
federal law.

Once  an Annuity has  begun, we will not  change the terms or  the amount of the
Annuity payments,  unless a  change  is deemed  necessary  to comply  with  Code
requirements or other laws and regulations affecting the Plan or Contract.

CONTRACT HOLDER INQUIRIES

A  Contract  Holder  may  direct  inquiries to  a  local  representative  of the
Distributor or may write directly to us  at the address shown on the cover  page
of this prospectus.

TELEPHONE TRANSFERS

Subject to the Contract Holder's approval, you may elect to make transfers among
Funds  by telephone.  We have  enacted procedures  to prevent  abuses of Account
transactions via the 800 number. The  procedures include requiring the use of  a
personal  identification number (PIN) in order  to execute transactions. You are
responsible for  safeguarding  your PIN,  and  for keeping  Account  information
confidential.  If we fail to follow these procedures, we would be liable for any
losses to your Account  resulting from the failure.  To ensure authenticity,  we
record all calls on the 800 line. Note: all Account information and transactions
permitted are subject to the terms of the Plan(s).

TRANSFER OF OWNERSHIP, ASSIGNMENT

Unless  contract to  applicable law,  assignment of  the Contract  or Account is
prohibited.

LEGAL PROCEEDINGS

We and our Board of Directors know  of no material legal proceedings pending  to
which Account C is a party or which would materially affect the Account C.

LEGAL MATTERS

The  validity of the securities offered has been passed upon by Susan E. Bryant,
Esq., Counsel of the Company.

                                                                              29
<PAGE>

<TABLE>
<CAPTION>
                            STATEMENT OF ADDITIONAL INFORMATION--TABLE OF CONTENTS

The following items are the contents of the Statement of Additional Information:
<S>                                                                                                  <C>
General Information and History....................................................................          2
Offering and Purchase of Contracts.................................................................          2
Performance Data...................................................................................          2
  General..........................................................................................          2
  Average Annual Total Return Quotations...........................................................          3
Annuity Payments...................................................................................          4
Dollar-Cost Averaging..............................................................................          5
Sales Material.....................................................................................          6
Independent Auditors...............................................................................          6
Financial Statements of the Separate Account.......................................................        S-1
Financial Statements of Aetna Life Insurance and Annuity Company...................................        F-1
</TABLE>

30
<PAGE>
                                   APPENDIX I
                        GUARANTEED ACCUMULATION ACCOUNT

THE  GUARANTEED  ACCUMULATION ACCOUNT  ("GAA") IS  A GUARANTEED  INTEREST OPTION
AVAILABLE DURING THE ACCUMULATION PERIOD  UNDER THE CONTRACTS DESCRIBED IN  THIS
PROSPECTUS.  SINCE  GAA  IS  A  FUNDING  OPTION  AVAILABLE  UNDER  THE COMPANY'S
CONTRACTS, YOU  AND  THE  CONTRACT  HOLDER  SHOULD  READ  THE  ACCOMPANYING  GAA
PROSPECTUS  CAREFULLY BEFORE INVESTING. THIS APPENDIX IS A SUMMARY OF GAA AND IS
NOT INTENDED TO REPLACE THE GAA PROSPECTUS.

GAA is a guaranteed  interest option in which  we guarantee stipulated rates  of
interest for stated periods of time on amounts applied to GAA. The interest rate
stipulated  is an  annual effective  yield; that is,  it reflects  a full year's
interest. Interest is credited daily at a rate that will provide the  guaranteed
annual  effective yield over the period of  one year. This option guarantees the
minimum interest rate specified in the Contract.

During a specified  period of  time, amounts  may be applied  to any  or all  of
available  Guaranteed Terms within the Short-Term and Long-Term Classifications.
The Short-Term Classification  consists of all  Guaranteed Terms of  3 years  or
less  and the  Long-Term Classification consists  of all Guaranteed  Terms of 10
years or less, but greater than 3 years.

Withdrawals or  transfers  from  a  Guaranteed  Term  before  the  end  of  that
Guaranteed  Term may  be subject  to a Market  Value Adjustment  ("MVA"). An MVA
reflects the change in the  value of the investment  due to changes in  interest
rates  since the date of deposit. When interest rates increase after the date of
deposit, the  value  of the  investment  decreases,  and the  MVA  is  negative.
Conversely, when interest rates decrease after the date of deposit, the value of
the  investment  increases, and  the  MVA is  positive.  It is  possible  that a
negative MVA could  result in  you receiving  an amount  that is  less than  the
amount paid into GAA.

As  a  Guaranteed  Term  matures,  assets  accumulating  under  GAA  may  be (a)
transferred to a  new Guaranteed Term,  (b) transferred to  the other  available
investment  options, or  (c) withdrawn.  Amounts withdrawn  may be  subject to a
deferred sales charge and/or tax liabilities.

By notifying us at our Home Office at least 30 days before the Annuity  payments
begin, amounts that have been accumulating under GAA may be transferred to Aetna
Variable Fund, Aetna Income Shares, Aetna Investment Advisers Fund, Inc., or any
combination thereof, to provide variable Annuity payments. GAA cannot be used as
an investment option during the Annuity Period.

MORTALITY AND EXPENSE RISK CHARGES

We  make no deductions from the credited interest rate for mortality and expense
risks; these risks are considered in determining the credited rate.

TRANSFERS

Amounts applied  to  a  Guaranteed Term  during  a  deposit period  may  not  be
transferred  to any  other funding option  or to another  Guaranteed Term during
that deposit period  or for  90 days  after the  close of  that deposit  period.
Transfers are permitted from Guaranteed Terms of one Classification to available
Guaranteed  Terms  of  another  Classification.  We will  apply  an  MVA  to GAA
transfers made before the end of a Guaranteed Term. Transfers of GAA values  due
to  a maturity are not  subject to an MVA  and are not counted  as one of the 12
free transfers of accumulated values in the Account.

                                                                              31
<PAGE>
                                  APPENDIX II
                               THE FIXED ACCOUNT

THE FIXED  ACCOUNT IS  AN INVESTMENT  OPTION AVAILABLE  DURING THE  ACCUMULATION
PERIOD  UNDER  THE  CONTRACTS.  THE  FOLLOWING  SUMMARIZES  MATERIAL INFORMATION
CONCERNING THE FIXED ACCOUNT  THAT IS OFFERED AS  AN OPTION UNDER THE  CONTRACT.
ADDITIONAL  INFORMATION MAY BE  FOUND IN THE CONTRACT.  AMOUNTS ALLOCATED TO THE
FIXED ACCOUNT ARE HELD IN THE COMPANY'S GENERAL ACCOUNT THAT SUPPORTS  INSURANCE
AND ANNUITY OBLIGATIONS. INTERESTS IN THE FIXED ACCOUNT HAVE NOT BEEN REGISTERED
WITH  THE SEC  IN RELIANCE ON  EXEMPTIONS UNDER  THE SECURITIES ACT  OF 1933, AS
AMENDED. DISCLOSURE IN THIS PROSPECTUS REGARDING THE FIXED ACCOUNT, HOWEVER, 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.

FIXED ACCOUNT

This option  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. The  Company's determination of interest rates reflects
the investment income  earned on  invested assets  and the  amortization of  any
capital  gains and/or losses realized on the sale of invested assets. Under this
option, we  assume the  risk of  investment  gain or  loss by  guaranteeing  Net
Purchase  Payment  values  and promising  a  minimum interest  rate  and Annuity
payment.

Under certain emergency  conditions, we  may defer  payment of  a Fixed  Account
surrender value (a) for a period of up to 6 months or (b) as provided by federal
law.  In addition, we may pay any Fixed Account surrender in equal payments over
a period not to exceed 60 months, when the Fixed Account value exceeds  $250,000
on  the day  prior to  the current surrender  and the  sum of  the current Fixed
Account surrenders within the past 12 calendar months exceeds 20% of the  amount
in the Fixed Account on the day prior to the current surrender.

Amounts  applied to the Fixed Account will earn the interest rate in effect when
actually applied to the Fixed Account.

The Fixed Account  will reflect  a compound interest  rate credited  by us.  The
interest  rate quoted is an  annual effective yield. We  make no deductions from
the credited interest  rate for  mortality and  expense risks;  these risks  are
considered in determining the credited rate.

If  a withdrawal  is made from  the Fixed  Account, a deferred  sales charge may
apply. See "Charges and Deductions-- Deferred Sales Charge."

TRANSFERS AMONG INVESTMENT OPTIONS

Transfers from the Fixed Account to any other available investment option(s) are
allowed in each calendar year during  the Accumulation Period. The amount  which
may  be transferred may vary  at our discretion; however,  it will never be less
than 10% of the amount held under the Fixed Account. Transfers to the Fixed Plus
Account (if available under  the Contract) will be  permitted without regard  to
this limitation.

ANNUITIZATIONS

By  notifying us  at our Home  Office at  least 30 days  before Annuity payments
begin, you may  elect to  have amounts which  have been  accumulating under  the
Fixed  Account transferred  to one  or more  of the  funds available  during the
Annuity Period to provide variable Annuity payments.

32
<PAGE>
                                  APPENDIX III
                               FIXED PLUS ACCOUNT

UNDER THE CREDITED INTEREST  OPTION, CONTRACT VALUES ARE  HELD IN THE  COMPANY'S
GENERAL  ACCOUNT WHICH  SUPPORTS INSURANCE  AND ANNUITY  OBLIGATIONS. BECAUSE OF
PROVISIONS EXEMPTING  THE GENERAL  ACCOUNT FROM  REGISTRATION AS  AN  INVESTMENT
COMPANY  UNDER THE INVESTMENT COMPANY ACT OF 1940 AND EXEMPTING INTERESTS IN THE
GENERAL ACCOUNT FROM SECURITIES REGISTRATION  UNDER THE SECURITIES ACT OF  1933,
NEITHER  THE GENERAL ACCOUNT NOR THE PORTION  OF CONTRACT VALUES HELD THEREIN IS
GENERALLY SUBJECT TO THE PROVISIONS OF THESE ACTS. DISCLOSURE IN THIS PROSPECTUS
REGARDING THE COMPANY'S GENERAL ACCOUNT  AND CONTRACT VALUES HELD THEREIN  UNDER
THE  FOLLOWING  CREDITED INTEREST  OPTION, HOWEVER,  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 GENERAL ACCOUNT AND INTERESTS THEREIN HAS NOT BEEN REVIEWED BY THE
COMMISSION.

CREDITED INTEREST OPTION

The Fixed Plus Account  option guarantees the minimum  Fixed Plus interest  rate
specified  in the Contract.  We may credit  a higher interest  rate from time to
time. Our  determination  of credited  interest  rates reflects  the  investment
income  earned  on invested  assets and  the amortization  of any  capital gains
and/or losses realized  on the sale  of invested assets.  Under this option,  we
assume  the risk of investment gain or loss by guaranteeing Net Purchase Payment
values and promising a minimum interest rate and Annuity payment.

The Fixed Plus Account will reflect a compound interest rate credited by us. The
interest rate quoted is an annual effective yield. Amounts applied to the  Fixed
Plus  Account will  earn the  Fixed Plus interest  rate in  effect when actually
applied to  the Fixed  Plus Account.  We make  no deductions  from the  credited
interest  rate for  mortality and expense  risks; these risks  are considered in
determining the credited rate.

Beginning on the tenth Account  Year, we will credit  amounts held in the  Fixed
Plus  Account with an interest rate that  is 0.25% higher than the then-declared
interest rate for  the Fixed Plus  Accounts for Accounts  that have not  reached
their tenth anniversary.

We  reserve the right to  limit Net Purchase Payment(s)  and/or transfers to the
Fixed Plus Account.

FIXED PLUS ACCOUNT WITHDRAWALS

The amount eligible  for partial withdrawal  is 20%  of the amount  held in  the
Fixed  Plus Account on the day we receive  a written request in our Home Office,
reduced by any Fixed Plus Account withdrawals, transfers or annuitizations  made
in  the prior 12 months.  In calculating the 20% limit,  we reserve the right to
include payments made due to the election of SWO or ECO.

The 20%  limit is  waived if  the partial  withdrawal is  due to  annuitization,
death,  hardship (when  the conditions  specified under  (d) below  are met), or
separation from service (when the conditions specified under (e) below are met).
For this waiver to apply, any such partial withdrawal must also be made pro rata
from all funding options used under the Account.

If a full withdrawal  is requested, we  will pay any amounts  held in the  Fixed
Plus Account in five payments, as follows:

    - One-fifth  of  the Fixed  Plus Account  value  on the  day the  request is
      received, reduced  by any  Fixed Plus  Account withdrawals,  transfers  or
      annuitizations made in the prior 12 months;

    - One-fourth of the remaining Fixed Plus Account value twelve months later;

    - One-third of the remaining Fixed Plus Account value twelve months later;

    - One-half  of the remaining  Fixed Plus Account  value twelve months later;
      and

    - The balance of the Fixed Plus Account value twelve months later.

                                                                              33
<PAGE>
Once we receive  a request for  a full  withdrawal from an  Account, no  further
withdrawals or transfers will be permitted from the Fixed Plus Account.

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

We will waive the Fixed Plus Account full withdrawal provision if the withdrawal
is made:

(a) due to your death, before Annuity payments begin;

(b) due to the election of any Annuity option;

(c) when  the Fixed Plus  Account value is  $3,500 or less  (and no withdrawals,
    transfers or annuitization have been made from the Account within the  prior
    12 months);

(d) due  to hardship from an unforeseeable emergency, as defined by the Code, if
    the following conditions are met:

    (1) the hardship is certified by the employer;

    (2) the amount withdrawn is paid directly to you; and

    (3) the amount paid for all partial  and full withdrawals due to  separation
        from  service during the previous 12-month period does not exceed 10% of
        the average value of  all Accounts under the  Contract during that  same
        period.

(e) due to your separation from service with the Contract Holder provided that

    (1) the employer certifies that you have separated from service;

    (2) the amount withdrawn is paid directly to you; and

    (3) the  amount paid all partial and full withdrawals due to separation from
        service during the previous 12-month period  does not exceed 20% of  the
        average  value  of  all Accounts  under  the Contract  during  that same
        period.

TRANSFERS AMONG INVESTMENT OPTIONS

The amount eligible  for transfer  from the  Fixed Plus  Account is  20% of  the
amount held in the Fixed Plus Account on the day we receive a written request in
our  Home Office,  reduced by any  Fixed Plus Account  withdrawals, transfers or
annuitizations made in  the prior 12  months. In calculating  the 20% limit,  we
reserve the right to include payments made due to the election of SWO or ECO. We
will  waive the 20% transfer  limit when the value in  the Fixed Plus Account is
$1,000 or less.

SWO

The Systematic Withdrawal  Option may  not be elected  if you  have requested  a
Fixed Plus Account transfer or withdrawal within the prior 12-month period.

ANNUITIZATIONS

By  notifying us  at our  Home Office  at least  30 days  before Annuity payment
begin,  the  Contract  Holder  may  elect  to  have  amounts  which  have   been
accumulating  under the Fixed  Plus Account transferred  to Aetna Variable Fund,
Aetna Income Shares, Aetna  Investment Advisers Fund,  Inc., or any  combination
thereof, to provide lifetime variable Annuity payments.

34
<PAGE>
- --------------------------------------------------------------------------------
                           VARIABLE ANNUITY ACCOUNT C
                                       OF
                    AETNA LIFE INSURANCE AND ANNUITY COMPANY
- --------------------------------------------------------------------------------

          STATEMENT OF ADDITIONAL INFORMATION DATED DECEMBER 20, 1995

This Statement of Additional Information is not a prospectus and should be read
in conjunction with the current prospectus for Variable Annuity Account C (the
"Separate Account") dated December 20, 1995.

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
                               Annuity Operations
                              151 Farmington Avenue
                          Hartford, Connecticut  06156
                                 1-800-525-4225


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



                                TABLE OF CONTENTS

                                                                           PAGE
                                                                           ----

General Information and History. . . . . . . . . . . . . . . . . . . .      2
Offering and Purchase of Contracts . . . . . . . . . . . . . . . . . .      2
Performance Data . . . . . . . . . . . . . . . . . . . . . . . . . . .      2
  General  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      2
  Average Annual Total Return Quotations . . . . . . . . . . . . . . .      3
Annuity Payments . . . . . . . . . . . . . . . . . . . . . . . . . . .      4
Dollar-Cost Averaging. . . . . . . . . . . . . . . . . . . . . . . . .      5
Sales Material . . . . . . . . . . . . . . . . . . . . . . . . . . . .      6
Independent Auditors . . . . . . . . . . . . . . . . . . . . . . . . .      6
Financial Statements of the Separate Account . . . . . . . . . . . . .      S-1
Financial Statements of Aetna Life Insurance and Annuity Company . . .      F-1

<PAGE>

                         GENERAL INFORMATION AND HISTORY

Aetna Life Insurance and Annuity Company (the "Company") is a stock life
insurance company which was organized in 1976 under the insurance laws of the
State of Connecticut. The Company is a wholly owned subsidiary of Aetna Life
and Casualty Company which, with its subsidiaries, constitutes one of the
nation's largest diversified financial services organizations. The Company's
Home Office is located at 151 Farmington Avenue, Hartford, Connecticut 06156.

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

Other than the mortality and expense risk charges and administrative expense
charge described in the prospectus, all expenses incurred in the operations of
the Separate Account are borne by the Company.  See "Charges and Deductions" in
the prospectus.  The Company receives reimbursement for certain administrative
costs from some unaffiliated sponsors of the Funds used as funding options under
the Contract.  These fees generally range from 0.15% to 0.25%.

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

                       OFFERING AND PURCHASE OF CONTRACTS

The Company offers the Contracts through life insurance agents licensed to
sell variable annuities who are registered representatives of the Company or
of other registered broker-dealers who have sales agreements with the
Company.  The offering of the Contracts is continuous.

A description of the manner in which Contracts are purchased may be found in
the prospectus under the sections titled "Contract Purchase" and "Determining
Contract Value."


                                PERFORMANCE DATA

GENERAL

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

The standardized and non-standardized total return figures are computed
according to a formula in which a hypothetical initial Purchase Payment of
$1,000 is applied to the variable options under the Contract, and then
related to the ending redeemable values over one, three, five and ten year
periods (or fractional periods thereof).  The standardized figures reflect
the deduction of all recurring Accumulation Period charges during each period
(e.g., mortality and expense risk charges, as if the charge had been 0.95%
during all periods shown, administrative charges, and deferred sales
charges); these charges will be deducted on a pro rata basis in the case of
fractional periods. (The mortality and expense risk charge will increase to
1.25% during the Annuity Period.) If you had invested in the contract prior
to the effective date of the prospectus, your actual performance would have
been lower than the figures shown since the mortality and expense risk charge
prior to the effective date of the prospectus was 1.25%. See the Condensed
Financial Information table in the Prospectus for the actual increase or
decrease in the value of an Accumulation Unit for those periods.


                                        2

<PAGE>

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

For variable options of the Separate Account that were in existence prior to the
date the Fund became available under the Contract, standardized and non-
standardized total returns may include periods prior to the date on which such
Fund became available under the Contract.  These figures are calculated by
adjusting the actual returns of the Fund to reflect the charges that would have
been assessed under the Contract (under the current charge structure) had that
Fund been available under the Contract during that period.

The total return quotations are based upon historical earnings and are not
necessarily representative of future performance.  Investment results of the
Funds will fluctuate over time, and any presentation of the Funds'  total return
quotations for any prior period should not be considered as a representation of
how the variable options will perform in any future period.  Additionally, the
Account Value upon redemption may be more or less than your original cost.

AVERAGE ANNUAL TOTAL RETURN QUOTATIONS - STANDARDIZED AND NON-STANDARDIZED

The table shown below reflects the average annual standardized and non-
standardized total return quotation figures for the periods ended December 31,
1994 for the variable options under the Contract issued by the Company.

<TABLE>
<CAPTION>
                                             ---------------------------------------------------------------------------------
                                                     STANDARDIZED                NON-STANDARDIZED                       FUND
                                                                                                                     INCEPTION
                                                                                                                        DATE
- -----------------------------------------------------------------------------------------------------------------------------
                                             1 Year    5 Years  10 Years   1 Year     3 Years   5 Years   10 Years
- -----------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>       <C>      <C>        <C>       <C>        <C>       <C>        <C>
Aetna Variable Fund                          -6.80%     5.93%    12.56%     -1.90%     3.11%     7.02%     12.56%    04/30/75
- -----------------------------------------------------------------------------------------------------------------------------
Aetna Income Shares                          -9.47%     6.00%     9.21%     -4.71%     3.29%     7.10%      9.21%    06/01/78
- -----------------------------------------------------------------------------------------------------------------------------
Aetna Variable Encore Fund                   -2.05%     3.11%     5.47%      3.11%     2.67%     4.17%      5.47%    09/01/75
- -----------------------------------------------------------------------------------------------------------------------------
Aetna Investment Advisers Fund, Inc.         -6.23%     5.71%     6.01%*    -1.29%     4.22%     6.80%      6.99%    06/23/89
- -----------------------------------------------------------------------------------------------------------------------------
Alger American Growth Portfolio              -4.54%    13.08%    14.73%*     0.49%    10.71%    14.25%     15.72%    01/08/89
- -----------------------------------------------------------------------------------------------------------------------------
Alger American Small Cap Portfolio           -9.70%    11.55%    17.23%*    -4.95%     2.66%    12.70%     18.19%    09/21/88
- -----------------------------------------------------------------------------------------------------------------------------
Calvert Responsibly Invested
Balanced Portfolio**                         -8.88%     5.06%     8.18%*    -4.08%     3.10%     6.14%      8.85%    09/30/86
- -----------------------------------------------------------------------------------------------------------------------------
Fidelity Equity-Income Portfolio              0.75%     8.35%     9.26%*     6.04%    12.89%     9.47%      9.95%    10/22/86
- -----------------------------------------------------------------------------------------------------------------------------
Fidelity Growth Portfolio                    -5.92%     8.71%    10.93%*    -0.97%     8.24%     9.83%     11.63%    11/07/86
- -----------------------------------------------------------------------------------------------------------------------------
Fidelity Overseas Portfolio                  -4.28%     3.72%     5.36%*     0.76%     6.63%     4.79%      6.05%    02/13/87
- -----------------------------------------------------------------------------------------------------------------------------
Franklin Government Securities Trust          9.40%     5.25%     5.78%     -4.63%     2.65%     6.33%      6.76%    05/30/89
- -----------------------------------------------------------------------------------------------------------------------------
Janus Aspen Aggressive Growth Portfolio       9.49%    21.58%*     N/A      15.25%    26.48%      N/A        N/A     09/13/93
- ----------------------------------------------------------------------------------------------------------------------------
Janus Aspen Balanced Portfolio               -5.10%     1.11%*     N/A      -0.11%     5.19%      N/A        N/A     09/13/93
- -----------------------------------------------------------------------------------------------------------------------------
Janus Aspen Flexible Income Portfolio         6.73%    -4.92%*     N/A      -1.82%    -1.09%      N/A        N/A     09/13/93
- -----------------------------------------------------------------------------------------------------------------------------
Janus Aspen Growth Portfolio                 -3.30%    -0.15%*     N/A       1.79%     3.87%      N/A        N/A     09/13/93
- -----------------------------------------------------------------------------------------------------------------------------
Janus Aspen Short-Term Bond Portfolio        -5.03%    -3.88%*     N/A      -0.03%    -0.01%      N/A        N/A     09/13/93
- -----------------------------------------------------------------------------------------------------------------------------
Janus Aspen Worldwide Growth Portfolio       -4.45%    10.22%*     N/A       0.58%    14.67%      N/A        N/A     09/13/93
- -----------------------------------------------------------------------------------------------------------------------------
Lexington Natural Resources Trust           -11.05%     5.38%*    7.34%     -6.36%    19.94%     6.47%      8.39%    05/31/89
- -----------------------------------------------------------------------------------------------------------------------------

                                         3
<PAGE>

                                                     STANDARDIZED                NON-STANDARDIZED                       FUND
                                                                                                                     INCEPTION
                                                                                                                        DATE
- -----------------------------------------------------------------------------------------------------------------------------
                                             1 Year    5 Years  10 Years   1 Year     3 Years   5 Years   10 Years
- -----------------------------------------------------------------------------------------------------------------------------
Neuberger & Berman Growth Portfolio         -10.56%     4.21%     8.81%*    -5.86%     3.45%     5.28%      9.43%    12/31/85
- -----------------------------------------------------------------------------------------------------------------------------
Scudder International Portfolio              -6.70%     4.22%     7.35%*    -1.79%     8.62%     5.29%      8.07%    04/30/87
- -----------------------------------------------------------------------------------------------------------------------------
TCI Growth                                   -6.99%     7.23%     9.23%*    -2.10%     2.78%     8.34%     10.02%    11/20/87
- -----------------------------------------------------------------------------------------------------------------------------

</TABLE>

      *Although results are not available for the full calendar indicated,
       the percentage shown is an average annual return since inception.

     **Formerly known as Calvert Socially Responsible Series.



                                ANNUITY PAYMENTS

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

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

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

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


                                        4
<PAGE>


EXAMPLE:

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

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

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

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

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

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

                              DOLLAR-COST AVERAGING

The term "dollar-cost averaging" describes a system of investing a uniform sum
of money at regular intervals over an extended period of time. It is based on
the economic fact that buying a variably priced item with a constant sum of
money at fixed intervals results in acquiring more of the item when prices are
low and less of it when prices are high. In order to maximize the effectiveness
of dollar-cost averaging, it is important that investors consider their
financial ability to continue purchasing the securities through periods of high
and low price levels. Investors should also note that no system can protect
against reduced values in a declining market.

                                 SALES MATERIAL

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


                                        5
<PAGE>


                              INDEPENDENT AUDITORS

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


                                        6
<PAGE>

                              FINANCIAL STATEMENTS


                           VARIABLE ANNUITY ACCOUNT C


                                      INDEX



Independent Auditors' Report


Statement of Assets and Liabilities


Statement of Operations


Statements of Changes in Net Assets


Notes to Financial Statements


Condensed Financial Information


                                       S-1


<PAGE>

                          INDEPENDENT AUDITORS' REPORT


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

We have audited the accompanying statement of assets and liabilities of Aetna
Life Insurance and Annuity Company Variable Annuity Account C (the "Account") as
of December 31, 1994, the related statement of operations and condensed
financial information for the year then ended and the statements of changes in
net assets for each of the years in the two-year period then ended.  These
financial statements and condensed financial information are the responsibility
of the Account's management.  Our responsibility is to express an opinion on
these financial statements and condensed financial information based on our
audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and condensed
financial information are free of material misstatement.  An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements.  Our procedures included confirmation of securities
owned as of December 31, 1994, by correspondence with the custodian.  An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements and condensed financial information
referred to above present fairly, in all material respects, the financial
position of Aetna Life Insurance and Annuity Company Variable Annuity Account C
as of December 31, 1994, the results of its operations and condensed financial
information for the year then ended and the changes in its net assets for each
of the years in the two-year period then ended in conformity with generally
accepted accounting principles.



                                                  KPMG Peat Marwick LLP

Hartford, Connecticut
January 31, 1995


                                       S-2
<PAGE>


VARIABLE ANNUITY ACCOUNT C

STATEMENT OF ASSETS AND LIABILITIES - December 31, 1994

<TABLE>
<CAPTION>
<S>                                                                                                  <C>
ASSETS:
Investments, at net asset value: (Note 1)
  Aetna Variable Fund; 115,046,067 shares at $26.23 per share (cost $2,938,078,798). . . . . . . . . $3,017,586,769
  Aetna Income Shares; 28,987,528 shares at $11.72 per share (cost $373,229,679) . . . . . . . . . .    339,845,651
  Aetna Variable Encore Fund; 18,165,132 shares at $12.55 per share (cost $230,182,227). . . . . . .    227,945,773
  Aetna Investment Advisers Fund, Inc.; 48,115,691 shares at $12.23 per share
    (cost $557,208,037). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    588,336,344
  Aetna GET Fund, Series B; 6,130,437 shares at $9.92 per share (cost $61,658,244) . . . . . . . . .     60,813,035
  Alger American Fund - Alger American Small Capitalization Portfolio; 2,504,238 shares at
    $27.31 per share (cost $68,490,734). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     68,390,728
  Calvert Socially Responsible Series; 11,114,321 shares at $1.44 per share (cost $16,386,553) . . .     16,015,737
  Fidelity Investments Variable Insurance Products Fund  II - Asset Manager Portfolio;
    859,413 shares at $13.79 per share (cost $12,101,599). . . . . . . . . . . . . . . . . . . . . .     11,851,301
  Fidelity Investments Variable Insurance Products Fund - Equity-Income Portfolio;
    97,900 shares at $15.35 per share (cost $1,512,657). . . . . . . . . . . . . . . . . . . . . . .      1,502,758
  Fidelity Investments Variable Insurance Products Fund - Growth Portfolio;
    74,198 shares at $21.69 per share (cost $1,566,291). . . . . . . . . . . . . . . . . . . . . . .      1,609,365
  Fidelity Investments Variable Insurance Products Fund - Overseas Portfolio
    Portfolio; 35,965 shares at $15.67 per share (cost $575,367) . . . . . . . . . . . . . . . . . .        563,569
  Franklin Government Securities Trust; 1,232,301 shares at $12.05 per share
    (cost $15,779,220) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     14,849,231
  Janus Aspen Series - Aggressive Growth Portfolio; 937,913 shares at $13.62 per share
    (cost $12,554,413) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     12,774,375
  Janus Aspen Series - Flexible Income Portfolio; 31,351 shares at $9.48 per share
    (cost $307,352). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        297,205
  Lexington Emerging Markets Fund, Inc.; 128,777 shares at $9.86 per share
    (cost $1,392,103). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      1,269,745
  Lexington Natural Resources Trust; 1,260,454 shares at $9.71 per share (cost $12,849,039). . . . .     12,239,010
  Neuberger & Berman Advisers Management Trust- Growth Portfolio; 2,416,504 shares at
    $20.31 per share (cost $52,391,344). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     49,079,202
  Scudder Variable Life Investment Fund - International Portfolio; 13,314,695 shares at
    $10.69 per share (cost $141,368,583) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    142,334,092
 TCI Portfolios, Inc. - TCI Growth; 32,031,260 shares at $9.21 per share (cost $291,200,318) . . . .    295,007,901
                                                                                                     --------------
NET ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $4,862,311,791
                                                                                                     --------------
                                                                                                     --------------
</TABLE>

See Notes to Financial Statements
                                       S-3

<PAGE>

<TABLE>
<CAPTION>

VARIABLE ANNUITY ACCOUNT C

STATEMENT OF ASSETS AND LIABILITIES - December 31, 1994 (continued)

Net assets represented by:                                                          ACCUMULATION
                                                                                        UNIT
                                                                        UNITS          VALUE
                                                                  ---------------   --------------
Reserves for annuity contracts in accumulation period:
<S>                                                                <C>               <C>            <C>
AETNA VARIABLE FUND:
  Qualified I. . . . . . . . . . . . . . . . . . . . . . . . . .     1,258,166.4       $138.406     $   174,137,707
  Qualified III. . . . . . . . . . . . . . . . . . . . . . . . .    13,966,072.4        105.558       1,474,234,355
  Qualified IV . . . . . . . . . . . . . . . . . . . . . . . . .           269.0         63.884              17,183
  Qualified V  . . . . . . . . . . . . . . . . . . . . . . . . .        77,510.5         10.823             838,870
  Qualified VI . . . . . . . . . . . . . . . . . . . . . . . . .   114,733,034.7         10.778       1,236,626,034
  Qualified VII  . . . . . . . . . . . . . . . . . . . . . . . .     2,703,365.0         10.136          27,402,446
  Qualified VII. . . . . . . . . . . . . . . . . . . . . . . . .         3,454.8         10.011              34,586
  Qualified IX . . . . . . . . . . . . . . . . . . . . . . . . .        23,601.2          9.879             233,158
  Qualified X (1.15) . . . . . . . . . . . . . . . . . . . . . .       110,419.5         10.791           1,191,541
  Qualified X (1.25) . . . . . . . . . . . . . . . . . . . . . .       602,837.7         10.778           6,497,560

AETNA INCOME SHARES:
  Qualified I. . . . . . . . . . . . . . . . . . . . . . . . . .       161,534.6         40.570           6,553,450
  Qualified III. . . . . . . . . . . . . . . . . . . . . . . . .     5,108,719.7         40.173         205,233,454
  Qualified V. . . . . . . . . . . . . . . . . . . . . . . . . .        14,481.7         10.536             152,573
  Qualified VI . . . . . . .. . . . . . . . . . . . . . . . . . .   11,713,354.4         10.360         121,354,557
  Qualified VII. . . . . . . . . . . . . . . . . . . . . . . . .        49,298.1          9.565             471,526
  Qualified VIII . . . . . . . . . . . . . . . . . . . . . . . .           440.2          9.543               4,201
  Qualified IX . . . . . . . . . . . . . . . . . . . . . . . . .         4,120.5          9.570              39,432
  Qualified X (1.15) . . . . . . . . . . . . . . . . . . . . . .        16,109.8         10.373             167,101
  Qualified X (1.25) . . . . . . . . . . . . . . . . . . . . . .       148,192.7         10.360           1,535,329

AETNA VARIABLE ENCORE FUND:
  Qualified I. . . . . . . . . . . . . . . . . . . . . . . . . .       241,159.0         36.723           8,856,130
  Qualified III. . . . . . . . . . . . . . . . . . . . . . . . .     3,679,802.2         36.271         133,469,145
  Qualified V. . . . . . . . . . . . . . . . . . . . . . . . . .        12,934.0         10.523             136,102
  Qualified VI . . . . . . . . . . . . . . . . . . . . . . . . .     7,673,528.3         10.528          80,784,765
  Qualified VII . . . . . . . . . . . . . . . . . . .. . . . . .        99,270.9         10.435           1,035,905
  Qualified VIII . . . . . . . . . . . . . . . . . . . . . . . .           215.3         10.141               2,184
  Qualified IX . . . . . . . . . . . . . . . . . . . . . . . . .         3,366.5         10.341              34,812
  Qualified X (1.15) . . . . . . . . . . . . . . . . . . . . . .         9,735.5         10.541             102,618
  Qualified X (1.25) . . . . . . . . . . . . . . . . . . . . . .       334,746.2         10.528           3,524,115

AETNA INVESTMENT ADVISERS FUND, INC.:
  Qualified I. . . . . . . . . . . . . . . . . . . . . . . . . .       756,261.3         14.317          10,827,393
  Qualified III. . . . . . . . . . . . . . . . . . . . . . . . .    21,990,186.1         14.270         313,799,955
  Qualified V. . . . . . . . . . . . . . . . . . . . . . . . . .        11,773.4         10.900             128,330
  Qualified VI . . . . . . . . . . . . . . . . . . . . . . . . .    23,139,603.9         10.868         251,481,215
  Qualified VII. . . . . . . . . . . . . . . . . . . . . . . . .       144,586.5         10.434           1,508,616
  Qualified VIII . . . . . . . . . . . . . . . . . . . . . . . .           120.8         10.091               1,219
  Qualified IX . . . . . . . . . . . . . . . . . . . . . . . . .         4,574.1         10.000              45,741
  Qualified X (1.15) . . . . . . . . . . . . . . . . . . . . . .        49,332.6         10.880             536,739
  Qualified X (1.25) . . . . . . . . . . . . . . . . . . . . . .       261,895.1         10.868           2,846,276
</TABLE>

See Notes to Financial Statements
                                       S-4

<PAGE>

<TABLE>
<CAPTION>

VARIABLE ANNUITY ACCOUNT C

STATEMENT OF ASSETS AND LIABILITIES - December 31, 1994 (continued)
                                                                                ACCUMULATION
                                                                                    UNIT
                                                                    UNITS          VALUE
                                                             ---------------    --------------
<S>                                                          <C>                <C>           <C>
AETNA GET FUND, SERIES B:
  Qualified III. . . . . . . . . . . . . . . . . . . . . . .      113,700.1       $ 10.160     $     1,155,184
  Qualified VI . . . . . . . . . . . . . . . . . . . . . . .    5,515,433.4         10.160          56,036,373
  Qualified X (1.25) . . . . . . . . . . . . . . . . . . . .      356,447.4         10.160           3,621,478

ALGER AMERICAN FUND - ALGER AMERICAN SMALL
CAPITALIZATION PORTFOLIO:
  Qualified III. . . . . . . . . . . . . . . . . . . . . . .      665,518.0          9.513           6,331,073
  Qualified V. . . . . . . . . . . . . . . . . . . . . . . .        4,574.5          9.461              43,282
  Qualified VI . . . . . . . . . . . . . . . . . . . . . . .    6,339,406.7          9.437          59,827,174
  Qualified VIII . . . . . . . . . . . . . . . . . . . . . .        1,056.6          9.889              10,449
  Qualified X (1.15) . . . . . . . . . . . . . . . . . . . .       22,051.9          9.450             208,380
  Qualified X (1.25) . . . . . . . . . . . . . . . . . . . .      208,784.3          9.437           1,970,370

CALVERT SOCIALLY RESPONSIBLE SERIES:
  Qualified III. . . . . . . . . . . . . . . . . . . . . . .      743,464.3         13.990          10,401,066
  Qualified V. . . . . . . . . . . . . . . . . . . . . . . .        8,469.2         10.839              91,795
  Qualified VI . . . . . . . . . . . . . . . . . . . . . . .      521,140.5         10.554           5,500,118
  Qualified VIII . . . . . . . . . . . . . . . . . . . . . .        2,401.5          9.590              23,031

FIDELITY INVESTMENTS VARIABLE INSURANCE PRODUCTS
FUND II - ASSET MANAGER PORTFOLIO:
  Qualified III. . . . . . . . . . . . . . . . . . . . . . .    1,254,504.2          9.447          11,851,301

FIDELITY INVESTMENTS VARIABLE INSURANCE PRODUCTS
FUND - EQUITY-INCOME PORTFOLIO:
  Qualified X (1.15) . . . . . . . . . . . . . . . . . . . .       43,852.1         10.409             456,470
  Qualified X (1.25) . . . . . . . . . . . . . . . . . . . .      100,574.2         10.403           1,046,288

FIDELITY INVESTMENTS VARIABLE INSURANCE PRODUCTS
FUND - GROWTH PORTFOLIO:
  Qualified X (1.15) . . . . . . . . . . . . . . . . . . . .       32,591.9         10.479             341,515
  Qualified X (1.25) . . . . . . . . . . . . . . . . . . . .      121,069.6         10.472           1,267,850

FIDELITY INVESTMENTS VARIABLE INSURANCE PRODUCTS
FUND - OVERSEAS PORTFOLIO:
  Qualified X (1.15) . . . . . . . . . . . . . . . . . . . .        5,097.9          9.480              48,326
  Qualified X (1.25) . . . . . . . . . . . . . . . . . . . .       54,386.5          9.474             515,243

FRANKLIN GOVERNMENT SECURITIES TRUST:
  Qualified III. . . . . . . . . . . . . . . . . . . . . . .      804,457.0         14.190          11,415,245
  Qualified V. . . . . . . . . . . . . . . . . . . . . . . .       10,738.2         10.294             110,534
  Qualified VI . . . . . . . . . . . . . . . . . . . . . . .      325,365.0         10.119           3,292,269
  Qualified VIII . . . . . . . . . . . . . . . . . . . . . .        3,268.3          9.541              31,183
</TABLE>


See Notes to Financial Statements
                                       S-5

<PAGE>

<TABLE>
<CAPTION>
VARIABLE ANNUITY ACCOUNT C

STATEMENT OF ASSETS AND LIABILITIES - December 31, 1994 (continued)
                                                                                 ACCUMULATION
                                                                                     UNIT
                                                                     UNITS          VALUE
                                                                ------------     ------------
<S>                                                             <C>              <C>           <C>
JANUS ASPEN SERIES - AGGRESSIVE GROWTH PORTFOLIO:
  Qualified III. . . . . . . . . . . . . . . . . . . . . . .      393,553.0        $12.169      $    4,789,146
  Qualified V. . . . . . . . . . . . . . . . . . . . . . . .          819.6         10.577               8,669
  Qualified VI . . . . . . . . . . . . . . . . . . . . . . .      753,862.0         10.581           7,976,560

JANUS ASPEN SERIES - FLEXIBLE INCOME PORTFOLIO:
  Qualified III. . . . . . . . . . . . . . . . . . . . . . .        1,554.8          9.911              15,410
  Qualified VI . . . . . . . . . . . . . . . . . . . . . . .       28,542.8          9.873             281,795

LEXINGTON EMERGING MARKETS FUND, INC.:
  Qualified III. . . . . . . . . . . . . . . . . . . . . . .      144,749.8          8.772           1,269,745

LEXINGTON NATURAL RESOURCES TRUST:
  Qualified III. . . . . . . . . . . . . . . . . . . . . . .      533,015.5          9.412           5,016,742
  Qualified V. . . . . . . . . . . . . . . . . . . . . . . .        7,349.7         10.496              77,142
  Qualified VI . . . . . . . . . . . . . . . . . . . . . . .      703,676.0         10.154           7,145,126

NEUBERGER & BERMAN ADVISERS MANAGEMENT
TRUST - GROWTH PORTFOLIO:
  Qualified III. . . . . . . . . . . . . . . . . . . . . . .    2,107,524.7         13.398          28,236,616
  Qualified V. . . . . . . . . . . . . . . . . . . . . . . .       21,935.1         11.055             242,485
  Qualified VI . . . . . . . . . . . . . . . . . . . . . . .    1,865,104.0         11.026          20,565,351
  Qualified VIII . . . . . . . . . . . . . . . . . . . . . .        3,664.8          9.482              34,750

SCUDDER VARIABLE LIFE INVESTMENT FUND -
INTERNATIONAL PORTFOLIO:
  Qualified III. . . . . . . . . . . . . . . . . . . . . . .    4,240,411.7         13.227          56,087,925
  Qualified V. . . . . . . . . . . . . . . . . . . . . . . .       22,036.3         12.595             277,545
  Qualified VI . . . . . . . . . . . . . . . . . . . . . . .    6,558,945.9         12.687          83,214,974
  Qualified VIII . . . . . . . . . . . . . . . . . . . . . .        7,124.8         10.692              76,181
  Qualified X (1.15) . . . . . . . . . . . . . . . . . . . .       23,840.2         12.701             302,803
  Qualified X (1.25) . . . . . . . . . . . . . . . . . . . .      187,169.4         12.687           2,374,664

TCI PORTFOLIOS, INC. - TCI GROWTH:
  Qualified III *. . . . . . . . . . . . . . . . . . . . . .    1,608,361.5         11.172          17,968,615
  Qualified III. . . . . . . . . . . . . . . . . . . . . . .   12,096,731.2         10.213         123,547,291
  Qualified V. . . . . . . . . . . . . . . . . . . . . . . .       15,078.2         11.740             177,018
  Qualified VI . . . . . . . . . . . . . . . . . . . . . . .   12,853,827.6         11.781         151,426,971
  Qualified VII. . . . . . . . . . . . . . . . . . . . . . .       14,330.4          9.911             142,029
  Qualified VIII . . . . . . . . . . . . . . . . . . . . . .        4,377.2          9.939              43,505
  Qualified IX . . . . . . . . . . . . . . . . . . . . . . .          957.4          9.693               9,280
  Qualified X (1.15) . . . . . . . . . . . . . . . . . . . .        4,486.4         11.794              52,912
  Qualified X (1.25) . . . . . . . . . . . . . . . . . . . .      139,234.6         11.781           1,640,280
Reserves for annuity contracts in payment period (Note 1). .                                       107,867,941
                                                                                                --------------
                                                                                                $4,862,311,791
                                                                                                --------------
                                                                                                --------------
</TABLE>

*Applies only to participants of the Opportunity Plus program and Multiple
 Options Portfolio.


See Notes to Financial Statements
                                       S-6

<PAGE>

<TABLE>
<CAPTION>
VARIABLE ANNUITY ACCOUNT C


STATEMENT OF OPERATIONS - Year Ended December 31, 1994

INVESTMENT INCOME:
<S>                                                                        <C>                   <C>
Dividends: (Notes 1 and 3)
  Aetna Variable Fund. . . . . . . . . . . . . . . . . . . . . . . . .                            $467,266,533
  Aetna Income Shares. . . . . . . . . . . . . . . . . . . . . . . . .                              23,593,571
  Aetna Variable Encore Fund . . . . . . . . . . . . . . . . . . . . .                               8,637,154
  Aetna Investment Advisers Fund, Inc. . . . . . . . . . . . . . . . .                              24,584,458
  Aetna GET Fund, Series B . . . . . . . . . . . . . . . . . . . . . .                               2,115,482
  Alger American Fund - Alger American Small Capitalization Portfolio.                               2,620,001
  Calvert Socially Responsible Series. . . . . . . . . . . . . . . . .                                 497,655
  Fidelity Investments Variable Insurance Products Fund II - Asset
    Manager Portfolio. . . . . . . . . . . . . . . . . . . . . . . . .                                   5,798
  Fidelity Investments Variable Insurance Products Fund - Equity-Income
    Portfolio. . . . . . . . . . . . . . . . . . . . . . . . . . . . .                                  10,084
  Franklin Government Securities Trust . . . . . . . . . . . . . . . .                                 930,986
  Janus Aspen Series - Aggressive Growth Portfolio . . . . . . . . . .                                  92,229
  Janus Aspen Series - Flexible Income Portfolio . . . . . . . . . . .                                   8,975
  Lexington Emerging Markets Fund, Inc . . . . . . . . . . . . . . . .                                  26,666
  Lexington Natural Resources Trust. . . . . . . . . . . . . . . . . .                                  45,284
  Neuberger & Berman Advisers Management Trust - Growth Portfolio. . .                               4,614,980
  Scudder Variable Life Investment Fund - International Portfolio. . .                                 441,642
  TCI Portfolios, Inc. - TCI Growth. . . . . . . . . . . . . . . . . .                                  25,820
                                                                                                 -------------
    Total investment income. . . . . . . . . . . . . . . . . . . . . .                             535,517,318
Valuation period deductions (Note 2) . . . . . . . . . . . . . . . . .                             (59,320,898)
                                                                                                 -------------
Net investment income. . . . . . . . . . . . . . . . . . . . . . . . .                             476,196,420
                                                                                                 -------------

NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain on sales of investments: (Notes 1 and 4)
  Proceeds from sales. . . . . . . . . . . . . . . . . . . . . . . . .        $293,968,699
  Cost of investments sold . . . . . . . . . . . . . . . . . . . . . .         229,897,138
                                                                             -------------
    Net realized gain. . . . . . . . . . . . . . . . . . . . . . . . .                              64,071,561
Net unrealized gain (loss) on investments:
  Beginning of period. . . . . . . . . . . . . . . . . . . . . . . . .         719,363,247
  End of period. . . . . . . . . . . . . . . . . . . . . . . . . . . .          73,479,233
                                                                             -------------
    Net unrealized loss. . . . . . . . . . . . . . . . . . . . . . . .                            (645,884,014)
                                                                                                 -------------
Net realized and unrealized loss on investments. . . . . . . . . . . .                            (581,812,453)
                                                                                                 -------------
Net decrease in net assets resulting from operations . . . . . . . . .                           $(105,616,033)
                                                                                                 -------------
                                                                                                 -------------
</TABLE>



See Notes to Financial Statements
                                       S-7


<PAGE>

<TABLE>
<CAPTION>
VARIABLE ANNUITY ACCOUNT C


STATEMENTS OF CHANGES IN NET ASSETS


                                                                               YEAR ENDED          YEAR ENDED
                                                                           DECEMBER 31, 1994   DECEMBER 31, 1993
                                                                         -------------------  ------------------
<S>                                                                     <C>                  <C>
FROM OPERATIONS:
Net investment income. . . . . . . . . . . . . . . . . . . . . . . . .   $     476,196,420    $    232,176,564
Net realized and unrealized gain (loss) on investments . . . . . . . .        (581,812,453)         21,509,547
                                                                         -----------------    ----------------
  Net increase (decrease) in net assets resulting from operations. . .        (105,616,033)        253,686,111
                                                                         -----------------    ----------------
FROM UNIT TRANSACTIONS:
Variable annuity contract purchase payments. . . . . . . . . . . . . .         711,565,372         649,666,815
Sales and administrative charges deducted by the Company . . . . . . .            (137,737)           (165,303)
                                                                         -----------------    ----------------
  Net variable annuity contract purchase payments. . . . . . . . . . .         711,427,635         649,501,512
Transfers from the Company for mortality guarantee adjustments . . . .           1,880,350           1,413,366
Transfers to the Company's fixed account options . . . . . . . . . . .         (56,920,532)        (17,366,092)
Transfers to other variable annuity accounts . . . . . . . . . . . . .         (23,284,415)                  0
Redemptions by contract holders. . . . . . . . . . . . . . . . . . . .        (269,542,942)       (210,939,684)
Annuity payments . . . . . . . . . . . . . . . . . . . . . . . . . . .         (11,189,149)         (8,655,687)
Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           1,452,959           1,717,888
                                                                         -----------------    ----------------
  Net increase in net assets from unit transactions. . . . . . . . . .         353,823,906         415,671,303
                                                                         -----------------    ----------------
Change in net assets . . . . . . . . . . . . . . . . . . . . . . . . .         248,207,873         669,357,414

NET ASSETS:
Beginning of year. . . . . . . . . . . . . . . . . . . . . . . . . . .       4,614,103,918       3,944,746,504
                                                                         -----------------    ----------------
End of year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   $   4,862,311,791    $  4,614,103,918
                                                                         -----------------    ----------------
                                                                         -----------------    ----------------
</TABLE>


See Notes to Financial Statements
                                       S-8


<PAGE>


VARIABLE ANNUITY ACCOUNT C

NOTES TO FINANCIAL STATEMENTS

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Variable Annuity Account C ("Account") is registered under the Investment
Company Act of 1940 as a unit investment trust.  The Account is sold exclusively
for use with annuity contracts that are qualified under the Internal Revenue
Code of 1986, as amended.

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

a. VALUATION OF INVESTMENTS

Investments in the following Funds are stated at the closing net asset value per
share as determined by the each Fund on December 31, 1994:

<TABLE>
<CAPTION>
<S>                                                        <C>
     Aetna Variable Fund                                    Fidelity Investments Variable Insurance
     Aetna Income Shares                                      Products Fund-Overseas Portfolio
     Aetna Variable Encore Fund                             Franklin Government Securities Trust
     Aetna Investment Advisers Fund, Inc.                   Janus Aspen Series-Aggressive Growth
     Aetna GET Fund, Series B                                 Portfolio
     Alger American Fund-Alger American Small               Janus Aspen Series-Flexible Income Portfolio
       Capitalization Portfolio                             Lexington Emerging Markets Fund, Inc.
     Calvert Socially Responsible Series                    Lexington Natural Resources Trust
     Fidelity Investments Variable Insurance                Neuberger & Berman Advisers Management
       Products Fund II-Asset Manager Portfolio             Neuberger & Berman Advisers Management
     Fidelity Investments Variable Insurance                  Trust-Growth Portfolio
       Products Fund-Equity-Income Portfolio                Scudder Variable Life Investment Fund-
     Fidelity Investments Variable Insurance                  International Portfolio
       Products Fund-Growth Portfolio                       TCI Portfolios, Inc.-TCI Growth
</TABLE>

b.  OTHER

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

c.   FEDERAL INCOME TAXES

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

d.   ANNUITY RESERVES

Annuity reserves are computed for currently payable contracts according to the
Progressive Annuity, Individual Annuity Mortality, and Group Annuity Mortality
tables using various assumed interest rates not to exceed seven percent.

Charges to annuity reserves for mortality and expense risk experience are
reimbursed to the Company if the reserves required are less than originally
estimated.  If additional reserves are required, the Company reimburses the
Account.

2.   VALUATION PERIOD DEDUCTIONS

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


                                       S-9

<PAGE>


VARIABLE ANNUITY ACCOUNT C

NOTES TO FINANCIAL STATEMENTS (continued)

3.   DIVIDEND INCOME

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

Dividends were received from the following Funds:

<TABLE>
<CAPTION>
                                                             DATE OF DIVIDEND                SOURCE OF
         FUND                                                  REINVESTMENT                  DIVIDENDS
         ----                                                  ------------                  ---------
<S>                                                        <C>                      <C>
Aetna Variable Fund                                         July 20, 1994            Net investment income and
                                                            December 30, 1994            net realized gains
- -------------------------------------------------------------------------------------------------------------------
Aetna Income Shares                                         July 20, 1994            Net investment income
                                                            December 30, 1994
- -------------------------------------------------------------------------------------------------------------------
Aetna Variable Encore Fund                                  July 20, 1994            Net investment income
                                                            December 30, 1994
- -------------------------------------------------------------------------------------------------------------------
Aetna Investment Advisers Fund, Inc.                        July 20, 1994            Net investment income and
                                                            December 30, 1994            realized gains
- -------------------------------------------------------------------------------------------------------------------
Aetna GET Fund, Series B                                    December 30, 1994        Net investment income and
                                                                                         net realized gains
- -------------------------------------------------------------------------------------------------------------------
Alger American Fund-Alger American Small                    May 9, 1994              Net realized gains
    Capitalization Portfolio
- -------------------------------------------------------------------------------------------------------------------
Calvert Socially Responsible Series                         December 30, 1994        Net investment income
- -------------------------------------------------------------------------------------------------------------------
Fidelity Investments Variable Insurance Products            September 2, 1994        Net investment income
    Fund II-Asset Manager Portfolio
- -------------------------------------------------------------------------------------------------------------------
Fidelity Investments Variable Insurance Products            June 7, 1994             Net investment income
    Fund-Equity-Income Portfolio                            September 19, 1994
                                                            December 16, 1994
- -------------------------------------------------------------------------------------------------------------------
Franklin Government Securities Trust                        June 13, 1994            Net investment income
- -------------------------------------------------------------------------------------------------------------------
Janus Aspen Series-Aggressive Growth Portfolio              June 29, 1994            Net investment income
                                                            December 29, 1994
- -------------------------------------------------------------------------------------------------------------------
Janus Aspen Series-Flexible Income Portfolio                December 29, 1994        Net investment income
- -------------------------------------------------------------------------------------------------------------------
Lexington Emerging Markets Fund, Inc.                       December 29, 1994        Net investment income and
                                                                                         net realized gains
- -------------------------------------------------------------------------------------------------------------------
Lexington Natural Resources Trust                           December 29, 1994        Net investment income
- -------------------------------------------------------------------------------------------------------------------
Neuberger & Berman Advisers Management                      February 11, 1994        Net investment income and net
     Trust-Growth Portfolio                                                              realized gains
- -------------------------------------------------------------------------------------------------------------------
Scudder Variable Life Investment Fund-                      February 24, 1994        Net investment income
     International Portfolio
- -------------------------------------------------------------------------------------------------------------------
TCI Portfolios, Inc.-TCI Growth                             April 11, 1994           Net investment income
</TABLE>

4.   PURCHASES AND SALES OF INVESTMENTS

The cost of purchases and proceeds from sales of investments other than short-
term investments for the year ended December 31, 1994 aggregated $688,544,469
and $293,968,699, respectively.



                                      S-10
<PAGE>


                       CONSOLIDATED FINANCIAL STATEMENTS
          AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES

                                    INDEX

                                                              PAGE
                                                              ----

Independent Auditors' Report ..............................    F-2

Consolidated Financial Statements:

  Consolidated Statements of Income for the Years Ended
   December 31, 1994, 1993, and 1992 ......................    F-3

  Consolidated Balance Sheets as of December 31, 1994
   and 1993 ...............................................    F-4

  Consolidated Statements of Shareholder's Equity for the
   Years Ended December 31, 1994, 1993 and 1992............    F-5

  Consolidated Statements of Cash Flows for the Years
   Ended December 31, 1994, 1993 and 1992..................    F-6

Notes to Consolidated Financial Statements.................    F-7


                                      F-1

<PAGE>


                         INDEPENDENT AUDITORS' REPORT

The Shareholder and Board of Directors
Aetna Life Insurance and Annuity Company:

We have audited the accompanying consolidated balance sheets of Aetna Life
Insurance and Annuity Company and Subsidiaries as of December 31, 1994 and
1993, and the related consolidated statements of income, changes in
shareholder's equity and cash flows for each of the years in the three-year
period ended December 31, 1994. These consolidated financial statements are
the responsibility of the Company's management. Our responsibility is to
express an opinion on these consolidated financial statements based on our
audits.

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

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Aetna
Life Insurance and Annuity Company and Subsidiaries at December 31, 1994 and
1993, and the results of their operations and their cash flows for each of
the years in the three-year period ended December 31, 1994, in conformity
with generally accepted accounting principles.

As discussed in Note 1 to the consolidated financial statements, in 1993 the
Company changed its methods of accounting for certain investments in debt and
equity securities and reinsurance contracts. In 1992, the Company changed its
method of accounting for income taxes and postretirement benefits other than
pensions.

                                           KPMG Peat Marwick LLP

Hartford, Connecticut
February 7, 1995


                                      F-2

<PAGE>

           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A WHOLLY OWNED SUBSIDIARY OF AETNA LIFE AND CASUALTY COMPANY)

                      CONSOLIDATED STATEMENTS OF INCOME
                                   (MILLIONS)

<TABLE>
<CAPTION>
                                                          YEARS ENDED DECEMBER 31,
                                                        ----------------------------
                                                          1994      1993      1992
                                                        --------  --------  --------
<S>                                                     <C>       <C>       <C>
Revenue:
  Premiums...........................................     $124.2    $ 82.1     $72.5
  Charges assessed against policyholders.............      279.0     251.5     235.4
  Net investment income..............................      917.2     911.9     848.1
  Net realized capital gains.........................        1.5       9.5      13.4
  Other income.......................................       10.3       9.5       6.7
                                                        --------  --------  --------
        Total revenue................................    1,332.2   1,264.5   1,176.1
                                                        --------  --------  --------
Benefits and expenses:
  Current and future benefits........................      852.4     806.4     761.6
  Operating expenses.................................      227.2     201.3     213.5
  Amortization of deferred policy acquisition costs..       36.1      37.7      32.9
                                                        --------  --------  --------
       Total benefits and expenses...................    1,115.7   1,045.4   1,008.0
                                                        --------  --------  --------
Income before federal income taxes and cumulative
 effect adjustments..................................      216.5     219.1     168.1

  Federal income taxes...............................       71.2      76.2      54.9
                                                        --------  --------  --------
Income before cumulative effect adjustments..........      145.3     142.9     113.2

Cumulative effect adjustments, net of tax:
   Change in accounting for income taxes.............         --        --      22.8
   Change in accounting for postretirement benefits
    other than pensions..............................         --        --     (13.2)
                                                        --------  --------  --------
Net income...........................................     $145.3    $142.9    $122.8
                                                        --------  --------  --------
                                                        --------  --------  --------
</TABLE>


See Notes to Consolidated Financial Statements.

                                      F-3

<PAGE>


           AETNA LIFE INSURANCE AND ANNUITY COMPANY ANDSUBSIDIARIES
        (A WHOLLY OWNED SUBSIDIARY OF AETNA LIFE AND CASUALTY COMPANY)

                          CONSOLIDATED BALANCE SHEETS
                                  (MILLIONS)

<TABLE>
<CAPTION>
                                                                              DECEMBER 31,
                                                                         ---------------------
ASSETS                                                                     1994         1993
                                                                         ---------   ---------
<S>                                                                      <C>         <C>
Investments:
  Debt securities, available for sale:
    (amortized cost: $10,577.8 and $9,783.9)..........................   $10,191.4   $10,531.0
  Equity securities, available for sale:
    Non-redeemable preferred stock (cost: $43.3 and $38.3)............        47.2        45.9
    Investment in affiliated mutual funds (cost: $187.2 and $122.4)...       181.9       126.7
  Short-term investments..............................................        98.0        22.6
  Mortgage loans......................................................         9.9        10.1
  Policy loans........................................................       248.7       202.7
  Limited partnership.................................................        24.4          --
                                                                         ---------   ---------
       Total investments..............................................    10,801.5    10,939.0
Cash and cash equivalents.............................................       623.3       536.1
Accrued investment income.............................................       142.2       124.7
Premiums due and other receivables....................................        75.8        67.0
Deferred policy acquisition costs.....................................     1,172.0     1,061.0
Reinsurance loan to affiliate.........................................       690.3       711.0
Other assets..........................................................        15.9        12.6
Separate Accounts assets                                                   7,420.8     6,684.3
                                                                         ---------   ---------
       Total assets                                                      $20,941.8   $20,135.7
                                                                         ---------   ---------
                                                                         ---------   ---------
LIABILITIES AND SHAREHOLDER'S EQUITY
Liabilities:
  Future policy benefits..............................................    $2,968.1    $2,741.8
  Unpaid claims and claim expenses....................................        23.8        27.2
  Policyholders' funds left with the Company .........................     8,901.6     9,003.9
                                                                         ---------   ---------
       Total insurance liabilities ...................................    11,893.5    11,698.7
  Other liabilities ..................................................       302.1       229.7
  Federal income taxes:
    Current ..........................................................         3.4        40.6
    Deferred .........................................................       233.5       161.5
  Separate Accounts liabilities.......................................     7,420.8     6,684.3
                                                                         ---------   ---------
       Total liabilities..............................................    19,853.3    18,889.0
                                                                         ---------   ---------
Shareholder's equity:
  Common capital stock, par value $50 (100,000 shares
   authorized; 55,000 shares issued and outstanding)..................         2.8         2.8
  Paid-in capital.....................................................       407.6       407.6
  Net unrealized capital gains (losses)...............................      (189.0)      114.5
  Retained earnings...................................................       867.1       721.8
                                                                         ---------   ---------
       Total shareholder's equity....................................      1,088.5     1,246.7
                                                                         ---------   ---------
       Total liabilities and shareholder's equity.....................   $20,941.8   $20,135.7
                                                                         ---------   ---------
                                                                         ---------   ---------
</TABLE>

See Notes to Consolidated Financial Statements.

                                      F-4

<PAGE>


           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
        (A WHOLLY OWNED SUBSIDIARY OF AETNA LIFE AND CASUALTY COMPANY)

          CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDER'S EQUITY
                                   (MILLIONS)

<TABLE>
<CAPTION>
                                                        YEARS ENDED DECEMBER 31,
                                                     -------------------------------
                                                       1994        1993       1992
                                                     --------    --------    -------
<S>                                                  <C>         <C>         <C>
Shareholder's equity, beginning of year...........   $1,246.7      $990.1    $867.4
Net change in unrealized capital gains (losses)...     (303.5)      113.7      (0.1)
Net income........................................      145.3       142.9     122.8
                                                     --------    --------    -------
Shareholder's equity, end of year.................   $1,088.5    $1,246.7    $990.1
                                                     --------    --------    -------
                                                     --------    --------    -------
</TABLE>

See Notes to Consolidated Financial Statements.

                                      F-5

<PAGE>


           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
        (A WHOLLY OWNED SUBSIDIARY OF AETNA LIFE AND CASUALTY COMPANY)

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (MILLIONS)

<TABLE>
<CAPTION>
                                                                        YEARS ENDED DECEMBER 31,
                                                                   ---------------------------------
                                                                      1994       1993        1992
                                                                   ---------   ---------   ---------
<S>                                                                <C>         <C>         <C>
Cash Flows from Operating Activities:
    Net income                                                     $   145.3   $   142.9   $   122.8
    Cumulative effect adjustments                                         --          --        (9.6)
    Increase in accrued investment income                              (17.5)      (11.1)       (8.7)
    (Increase) decrease in premiums due and other receivables...         1.3        (5.6)      (19.9)
    Increase in policy loans....................................       (46.0)      (36.4)      (32.4)
    Increase in deferred policy acquisition costs...............       (96.5)      (60.5)      (60.8)
    Decrease in reinsurance loan to affiliate...................        27.8        31.8        37.8
    Net increase in universal life account balances.............       164.7       126.4       130.8
    Increase in other insurance reserve liabilities.............        65.7        86.1        20.5
    Net increase in other liabilities and other assets..........        53.9         7.0        20.2
    Decrease in federal income taxes............................       (11.7)       (3.7)      (11.8)
    Net accretion of discount on bonds..........................       (77.9)      (88.1)      (75.2)
    Net realized capital gains..................................        (1.5)       (9.5)      (13.4)
    Other, net..................................................        (1.0)        0.2        (0.2)
                                                                    ---------  ---------   ---------
       Net cash provided by operating activities................       206.6       179.5       100.1
                                                                    ---------  ---------   ---------
Cash Flows from Investing Activities:
    Proceeds from sales of:
       Debt securities available for sale.......................     3,593.8       473.9       543.3
       Equity securities........................................        93.1        89.6        50.6
    Investment maturities and collections of:
       Debt securities available for sale.......................     1,289.2     2,133.3     1,179.2
       Short-term investments...................................        30.4        19.7         5.0
    Cost of investment purchases in:
       Debt securities..........................................    (5,621.4)   (3,669.2)   (2,612.2)
       Equity securities........................................      (162.5)     (157.5)      (63.0)
       Short-term investments...................................      (106.1)      (41.3)       (5.0)
       Limited partnership......................................       (25.0)         --          --
                                                                   ---------   ---------   ---------
          Net cash used for investing activities................      (908.5)   (1,151.5)     (902.1)
                                                                    ---------  ---------   ---------
Cash Flows from Financing Activities:
    Deposits and interest credited for investment contracts.....     1,737.8     2,117.8     1,619.6
    Withdrawals of investment contracts.........................      (948.7)   (1,000.3)     (767.7)
                                                                   ---------   ---------   ---------
          Net cash provided by financing activities.............       789.1     1,117.5       851.9
                                                                   ---------   ---------   ---------
Net increase in cash and cash equivalents.......................        87.2       145.5        49.9
Cash and cash equivalents, beginning of year....................       536.1       390.6       340.7
                                                                   ---------   ---------   ---------
Cash and cash equivalents, end of year..........................   $   623.3   $   536.1   $   390.6
                                                                   ---------   ---------   ---------
                                                                   ---------   ---------   ---------
Supplemental cash flow information:
    Income taxes paid, net......................................   $    82.6   $    79.9   $    54.0
                                                                   ---------   ---------   ---------
                                                                   ---------   ---------   ---------
</TABLE>

See Notes to Consolidated Financial Statements.

                                      F-6

<PAGE>


           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A WHOLLY OWNED SUBSIDIARY OF AETNA LIFE AND CASUALTY COMPANY)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       DECEMBER 31, 1994, 1993, AND 1992

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The consolidated financial statements include Aetna Life Insurance and
Annuity Company and its wholly owned subsidiaries, Aetna Insurance Company of
America, Systematized Benefits Administrators, Inc., Aetna Private Capital,
Inc. and Aetna Investment Services, Inc. (collectively, the "Company"). Aetna
Life Insurance and Annuity Company is a wholly owned subsidiary of Aetna Life
and Casualty Company ("Aetna").

The consolidated financial statements have been prepared in conformity with
generally accepted accounting principles. Intercompany transactions have been
eliminated. Certain reclassifications have been made to 1993 and 1992
financial information to conform to the 1994 presentation.

The Company offers a wide range of life insurance products and annuity
contracts with variable and fixed accumulation and payout options. The
Company also provides investment advisory and other services to affiliated
mutual funds.

ACCOUNTING CHANGES

    Accounting for Certain Investments in Debt and Equity Securities

On December 31, 1993, the Company adopted Financial Accounting Standard
("FAS") No. 115, Accounting for Certain Investments in Debt and Equity
Securities, which requires the classification of debt securities into three
categories: "held to maturity", which are carried at amortized cost;
"available for sale", which are carried at fair value with changes in fair
value recognized as a component of shareholder's equity; and "trading", which
are carried at fair value with immediate recognition in income of changes in
fair value.

Initial adoption of this standard resulted in a net increase of $106.8
million, net of taxes of $57.5 million, to net unrealized gains in
shareholder's equity. These amounts exclude gains and losses allocable to
experience-rated (including universal life) contractholders. Adoption of FAS
No. 115 did not have a material effect on deferred policy acquisition costs.

    Accounting and Reporting for Reinsurance of Short-Duration and
    Long-Duration Contracts

During 1993, the Company adopted FAS No. 113, Accounting and Reporting for
Reinsurance of Short-Duration and Long-Duration Contracts, retroactive to
January 1, 1993. Reinsurance recoverables (previously reported as a reduction
in insurance reserve liabilities) and reinsurance receivables and ceded
unearned premiums are included in premiums due and other receivables. The
adoption of FAS No. 113 did not have a material impact on the Company's 1993
Consolidated Financial Statements.

    Accounting for Income Taxes

The Company adopted FAS No. 109, Accounting for Income Taxes, in 1992,
retroactive to January 1, 1992. A cumulative effect benefit of $22.8 million
related to the adoption of this standard is reflected in the 1992
Consolidated Statement of Income.


                                      F-7

<PAGE>


           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A WHOLLY OWNED SUBSIDIARY OF AETNA LIFE AND CASUALTY COMPANY)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

    Postretirement Benefits Other Than Pensions

FAS No. 106, Employers' Accounting for Postretirement Benefits Other Than
Pensions, required that employers accrue the cost and recognize the liability
for providing non-pension benefits to retired employees and agents. Aetna and
the Company implemented FAS No. 106 in 1992, retroactive to January 1, 1992
on the immediate recognition basis. The cumulative effect charge for all
Aetna employees was reflected in Aetna's 1992 Statement of Income.  A
cumulative effect charge of $13.2 million, net of taxes of $7.1 million,
related to the adoption of this standard for  Company  agents is reflected in
the  Company's  1992 Consolidated Statement of Income.

CASH AND CASH EQUIVALENTS

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

INVESTMENTS

    Debt Securities

At December 31, 1994 and 1993, all of the Company's debt securities are
classified as available for sale and carried at fair value. These securities
are written down (as realized losses) for other than temporary decline in
value.  Unrealized gains and losses related to these securities, after
deducting amounts allocable to experience-rated contractholders and related
taxes, are reflected in shareholder's equity.

Fair values for debt securities are based on quoted market prices or dealer
quotations. Where quoted market prices or dealer quotations are not
available, fair values are measured utilizing quoted market prices for
similar securities or by using discounted cash flow methods. Cost for
mortgage-backed securities is adjusted for unamortized premiums and
discounts, which are amortized using the interest method over the estimated
remaining term of the securities, adjusted for anticipated prepayments.

Purchases and sales of debt securities are recorded on the trade date.

    Equity Securities

Equity securities are classified as available for sale and carried at fair
value based on quoted market prices or dealer quotations. Equity securities
are written down (as realized losses) for other than temporary declines in
value. Unrealized gains and losses related to such securities are reflected
in shareholder's equity. Purchases and sales are recorded on the trade date.

The investment in affiliated mutual funds represents an investment in the
Aetna Series Fund, Inc., a retail mutual fund which has been seeded by the
Company, and is carried at fair value.

    Mortgage Loans and Policy Loans

Mortgage loans and policy loans are carried at unpaid principal balances net
of valuation reserves, which approximates fair value, and are generally
secured. Purchases and sales of mortgage loans are recorded on the closing
date.


                                      F-8

<PAGE>


           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A WHOLLY OWNED SUBSIDIARY OF AETNA LIFE AND CASUALTY COMPANY)

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


    Limited Partnership

The Company's limited partnership investment is carried at the amount
invested plus the Company's share of undistributed operating  results  and
unrealized gains  (losses),  which approximates fair value.

    Short-Term Investments

Short-term investments, consisting primarily of money market instruments and
other debt issues purchased with an original maturity of over ninety days and
less than one year, are considered available for sale and are carried at fair
value, which approximates amortized cost.

DEFERRED POLICY ACQUISITION COSTS

Certain costs of acquiring insurance business have been deferred. These
costs, all of which vary with and are primarily related to the  production
of new business, consist  principally  of commissions, certain expenses of
underwriting  and  issuing contracts and certain agency expenses. For fixed
ordinary life contracts, such costs are amortized over expected
premium-paying periods. For universal life and certain annuity contracts,
such costs are amortized in proportion to estimated gross profits and
adjusted to reflect actual gross profits.  These costs are amortized over
twenty years for annuity pension contracts, and over the contract period for
universal life contracts. Deferred policy acquisition costs are written off
to the extent that it is determined that future policy premiums and
investment income or gross profits would not be adequate to cover related
losses and expenses.

INSURANCE RESERVE LIABILITIES

The Company's liabilities include reserves related to fixed ordinary life,
fixed universal life and fixed annuity contracts. Reserves for future policy
benefits for fixed ordinary life contracts are computed on the basis of
assumed investment yield, assumed mortality, withdrawals and expenses,
including a margin for adverse deviation, which generally vary by plan, year
of issue and policy duration. Reserve interest rates range from 2.25% to
10.50%.  Assumed investment yield is based on the Company's experience.
Mortality and withdrawal rate assumptions are based on relevant Aetna
experience and are periodically reviewed against both industry standards and
experience.

Reserves for fixed universal life (included in Future Policy Benefits) and
fixed deferred annuity contracts (included in Policyholders' Funds Left With
the Company) are equal to the fund value.  The fund value is equal to
cumulative deposits less charges plus credited interest thereon, without
reduction for possible future penalties assessed on premature withdrawal.
For guaranteed interest options, the interest credited ranged from 4.00% to
5.85% in 1994 and 4.00% to 7.68% in 1993.  For all other fixed options, the
interest credited ranged from 5.00% to 7.50% in 1994 and 5.00% to 9.25% in
1993.

Reserves for fixed annuity contracts in the annuity period and for future
amounts due under settlement options are computed actuarially using the
Progressive Annuity Table (modified), the Annuity Table for 1949, the 1971
Individual Annuity Mortality Table,  the 1971 Group Annuity Mortality Table,
the  1983 Individual Annuity Mortality Table and the 1983 Group Annuity
Mortality Table, at assumed interest rates ranging from 3.5% to 9.5%.
Reserves relating to contracts with life contingencies are included in Future
Policy Benefits. For other contracts, the reserves are reflected in
Policyholders' Funds Left With the Company.


                                      F-9

<PAGE>


           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A WHOLLY OWNED SUBSIDIARY OF AETNA LIFE AND CASUALTY COMPANY)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Unpaid claims for all lines of insurance include benefits for
reported losses and estimates of benefits for losses incurred but
not reported.

PREMIUMS, CHARGES ASSESSED AGAINST POLICYHOLDERS, BENEFITS AND EXPENSES

Premiums are recorded as revenue when due for fixed ordinary life contracts.
Charges assessed against policyholders' funds for cost of insurance,
surrender charges, actuarial margin and other fees are recorded as revenue
for universal life and certain annuity contracts. Policy benefits and
expenses are recorded in relation to the associated premiums or gross profit
so as to result in recognition of profits over the expected lives of the
contracts.

SEPARATE ACCOUNTS

Assets held under variable universal life, variable life and variable annuity
contracts are segregated in Separate Accounts and are invested, as designated
by the contractholder  or participant under a contract, in shares of Aetna
Variable Fund, Aetna Income Shares, Aetna Variable Encore Fund, Aetna
Investment Advisers Fund, Inc., Aetna GET Fund, or The Aetna Series Fund
Inc., which are managed by the Company or other selected mutual funds not
managed by the Company.

Separate Accounts assets and liabilities are carried at fair value except for
those relating to a guaranteed interest option which is offered through a
Separate Account. The assets of the Separate Account supporting the
guaranteed interest option are carried at an amortized cost of $149.7 million
for 1994 (fair value $146.3 million) and $31.2 million for 1993 (fair value
$33.3 million), since the Company bears the investment risk where the
contract is held to maturity. Reserves relating to the guaranteed interest
option are maintained at fund value and reflect interest credited at rates
ranging from 4.5% to 8.38% in 1994 and from 4% to 9.45% in 1993. Separate
Accounts assets and liabilities are shown as separate captions in the
Consolidated Balance Sheets. Deposits, investment income and net realized and
unrealized capital gains (losses) of the Separate Accounts are not reflected
in the Consolidated Statements of Income (with the exception of realized
capital gains (losses) on the sale of assets  supporting  the guaranteed
interest  option).  The Consolidated Statements of Cash Flows do not reflect
investment activity of the Separate Accounts.

FEDERAL INCOME TAXES

The Company is included in the consolidated federal income tax return of
Aetna. The Company is taxed at regular corporate rates after adjusting income
reported for financial statement purposes for certain items.  Deferred income
tax benefits result from changes during the year in cumulative temporary
differences between the tax basis and book basis of assets and liabilities.


                                     F-10

<PAGE>


           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A WHOLLY OWNED SUBSIDIARY OF AETNA LIFE AND CASUALTY COMPANY)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


2. INVESTMENTS

Investments in debt securities available for sale as of December 31, 1994
were as follows:

<TABLE>
<CAPTION>
                                                             GROSS       GROSS
                                                AMORTIZED  UNREALIZED  UNREALIZED    FAIR
                                                   COST      GAINS        LOSSES      VALUE
                                                ---------  ----------  ----------  ---------
                                                               (MILLIONS)
<S>                                            <C>        <C>          <C>         <C>
U.S. Treasury securities and obligations of
  U.S government agencies and corporations....   $ 1,396.1    $  2.0      $ 84.2   $ 1,313.9
Obligations of states and political
  subdivisions................................        37.9       1.2          --        39.1
U.S. Corporate securities:
    Financial.................................     2,216.9       3.8       109.4     2,111.3
    Utilities.................................       100.1        --         7.9        92.2
    Other.....................................     1,344.3       6.0        67.9     1,282.4
                                                 ---------    ------      ------   ---------
  Total U.S. Corporate securities.............     3,661.3       9.8       185.2     3,485.9
Foreign securities:
    Government................................       434.4       1.2        33.9       401.7
    Financial.................................       368.2       1.1        23.0       346.3
    Utilities.................................       204.4       2.5         9.5       197.4
    Other.....................................        46.3       0.8         1.5        45.6
                                                 ---------    ------      ------   ---------
  Total Foreign securities....................     1,053.3       5.6        67.9       991.0
Residential mortgage-backed securities:
    Residential pass-throughs.................       627.1      81.5         5.0       703.6
    Residential CMOs..........................     2,671.0      32.9       139.4     2,564.5
                                                 ---------    ------      ------   ---------
Total Residential mortgage-backed
  securities..................................     3,298.1     114.4       144.4     3,268.1
Commercial/Multifamily mortgage-backed
  securities..................................       435.0       0.2        21.3       413.9
                                                 ---------    ------      ------   ---------
    Total Mortgage-backed securities..........     3,733.1     114.6       165.7     3,682.0
Other loan-backed securities..................       696.1       0.2        16.8       679.5
                                                 ---------    ------      ------   ---------
Total debt securities available for sale......  $10,577.8     $133.4      $519.8   $10,191.4
                                                 ---------    ------      ------   ---------
                                                 ---------    ------      ------   ---------
</TABLE>


                                      F-11

<PAGE>

           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A WHOLLY OWNED SUBSIDIARY OF AETNA LIFE AND CASUALTY COMPANY)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


Investments in debt securities available for sale as of December 31,
1993 were as follows:

<TABLE>
<CAPTION>
                                                                                             GROSS         GROSS
                                                                             AMORTIZED     UNREALIZED    UNREALIZED      FAIR
                                                                                COST          GAINS        LOSSES        VALUE
                                                                            -----------    ----------    ----------      -----
                                                                                           (millions)
<S>                                                                        <C>           <C>            <C>            <C>
U.S. Treasury securities and obligations of  U.S government
  agencies and corporations.............................................      $   827.2     $   19.4      $    6.6     $  840.4
Obligations of states and political subdivisions........................            0.5           --            --          0.5
U.S. Corporate securities:
    Financial...........................................................          983.3         49.2           0.7      1,031.8
    Utilities...........................................................          141.2         12.4            --        153.6
    Other...............................................................          704.3         51.6           2.3        753.6
                                                                              ---------     --------      --------     --------
    Total U.S. Corporate securities.....................................        1,828.8        113.2           3.0      1,939.0
Foreign securities:
    Government..........................................................          289.1         31.7           0.5        320.3
    Financial...........................................................          365.8         18.5           0.9        383.4
    Utilities...........................................................          206.2         28.9           0.1        235.0
    Other...............................................................           30.4          1.3           0.8         30.9
                                                                              ---------     --------      --------     --------
    Total Foreign securities............................................          891.5         80.4           2.3        969.6
Residential mortgage-backed securities:
    Residential pass-throughs...........................................        1,125.0        218.1           1.7      1,341.4
    Residential CMOs....................................................        4,868.7        318.1           1.1      5,185.7
                                                                              ---------     --------      --------     --------
    Total Residential mortgage-backed securities........................        5,993.7        536.2           2.8      6,527.1
Commercial/Multifamily mortgage-backed securities.......................          193.0         13.4           0.8        205.6
                                                                              ---------     --------      --------     --------
    Total Mortgage-backed securities....................................        6,186.7        549.6           3.6      6,732.7
Other loan-backed securities............................................           49.2          0.2           0.2         49.2
                                                                              ---------     --------      --------     --------
Total debt securities available for sale................................      $ 9,783.9     $  762.8      $   15.7    $10,531.0
                                                                              ---------     --------      --------     --------
                                                                              ---------     --------      --------     --------
</TABLE>

At December 31, 1994 and 1993, net unrealized appreciation
(depreciation)  of  $(386.4) million  and  $747.1  million,
respectively, on available for sale debt securities included
$(308.6) million and $582.8 million, respectively, related to
experience-rated contractholders, which were not included in
shareholder's equity.


                                     F-12

<PAGE>

            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
          (A WHOLLY OWNED SUBSIDIARY OF AETNA LIFE AND CASUALTY COMPANY)

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


The amortized cost and fair value of debt securities for the year
ended December 31, 1994 are shown below by contractual maturity.
Actual maturities may differ from contractual maturities because
securities may be restructured, called, or prepaid.

<TABLE>
<CAPTION>
                                           AMORTIZED        FAIR
                                              COST          VALUE
                                          -----------     ---------
                                                  (millions)
<S>                                      <C>             <C>
Due to mature:
    One year or less.....................   $   103.9     $   103.5
    After one year through five years....     1,965.6       1,920.0
    After five years through ten years...     2,371.3       2,207.0
    After ten years......................     1,707.8       1,599.4
    Mortgage-backed securities...........     3,733.1       3,682.0
    Other loan-backed securities.........       696.1         679.5
                                            ---------     ---------
        Total............................   $10,577.8     $10,191.4
                                            ---------     ---------
                                            ---------     ---------
</TABLE>

At December 31, 1994 and 1993, debt securities carried at $7.0 million
and $7.3 million, respectively, were on deposit as required by
regulatory authorities.

The valuation reserve for mortgage loans was $3.1 million and
$4.2 million at December 31, 1994 and 1993, respectively.  The
carrying value of non-income producing investments was $0.2 million
and $34.3 million at December 31, 1994 and 1993, respectively.

Investments in a single issuer, other than obligations of the
U.S. government, with a carrying value in excess of 10% of the
Company's shareholder's equity at December 31, 1994 are as follows:

<TABLE>
<CAPTION>
                                           AMORTIZED        FAIR
DEBT SECURITIES                               COST          VALUE
- ---------------                           -----------     ---------
                                                  (millions)
<S>                                      <C>             <C>
General Electric Capital
  Corporation...........................    $ 264.9        $252.1
General Motors Corporation..............      167.8         161.7
Society National Bank...................      152.8         143.7
Ford Motor Company......................      144.7         142.3
Associates Corporation of North
  America...............................      132.9         131.1
First Deposit Master Trust 1994-1A......      114.9         112.1
</TABLE>

The portfolio of debt securities at December 31, 1994 and 1993
included $318 million and $329 million, respectively, (3% of the
debt  securities for both years) of investments that  are
considered "below investment grade". "Below investment grade"
securities are defined to be securities that carry a rating below
BBB-/Baa3,  by Standard & Poors/Moody's Investor  Services,
respectively.  Of these below investment grade assets, $32 million
and $39 million, at December 31, 1994 and  1993, respectively,
were investments that were purchased at investment
grade, but whose ratings have since been downgraded.

Included  in  residential  mortgage-back  securities  are
collateralized mortgage obligations ("CMOs") with carrying values
of  $2.6  billion and $5.2 billion at December 31, 1994 and
1993, respectively. The $2.6 billion decline in


                                     F-13

<PAGE>

            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A WHOLLY OWNED SUBSIDIARY OF AETNA LIFE AND CASUALTY COMPANY)

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


CMOs from December 31, 1993 to December 31, 1994 was related primarily
to sales and principal repayments. CMO sales of $1.6 billion resulted in
net realized capital gains of $35 million of which $23 million was
allocated to experience-rated contracts. The Company's CMO exposure was
reduced as a result of changes in their risk and return characteristics and
to better diversify the risk profile of the Company's assets.  The
principal risks inherent in holding CMOs are prepayment and extension
risks related to dramatic decreases and increases in interest rates
whereby the CMOs would be subject to repayments of principal earlier or
later than originally anticipated. At December 31, 1994 and 1993,
approximately 85% and 93%, respectively, of the Company's CMO holdings
consisted of sequential and planned amortization class ("PAC") debt
securities which are subject to less prepayment and extension risk than
other CMO instruments. At December 31, 1994 and 1993, approximately 82% of
the Company's CMO holdings were collateralized by residential mortgage
loans, on which the timely payment of principal and interest was backed by
specified government agencies (e.g., GNMA, FNMA, FHLMC).

If due to declining interest rates, principal was to be repaid earlier
than originally anticipated, the Company could  be affected by a
decrease in investment income due  to  the reinvestment of these
funds at a lower interest rate.  Such prepayments may result in a duration
mismatch between assets and liabilities which could be corrected as cash
from prepayments could be reinvested at an appropriate duration to
adjust the mismatch.

Conversely, if due to increasing interest rates, principal was to be repaid
slower than originally anticipated, the Company could be affected by a
decrease in cash flow which reduces the ability to reinvest expected
principal repayments at higher interest rates. Such slower payments may
result in a duration mismatch between assets and liabilities which could
 be corrected as available cash flow could be reinvested at an
appropriate duration to adjust the mismatch.

At December 31, 1994 and 1993, 4% and 3%, respectively, of the Company's
CMO holdings consisted of interest-only strips (IOs) or principal-only
strips (POs). IOs receive payments of interest and POs receive payments
of principal on the underlying pool of mortgages. The risk inherent in
holding POs is extension risk related to dramatic increases in interest
rates whereby the future payments due on POs could be repaid much
slower than originally anticipated. The extension risks inherent in
holding POs, PACs and sequentials was mitigated by purchasing offsetting
positions in IOs. During dramatic increases in interest rates, IOs would
generate more future payments than originally anticipated.

The risk inherent in holding IOs is prepayment risk related to dramatic
decreases in interest rates whereby future IO cash flows could be much less
than originally anticipated and in some cases could be less than the
original cost of the IO. The risks inherent in IOs are mitigated by
holding offsetting positions in PO's, PACs, and sequentials. During
dramatic decreases in interest rates POs, PACs and sequentials would
generate future cash flows much quicker than originally anticipated.

In 1993, due to declining interest rates and prepayments on the underlying
pool of mortgages, the amortized cost on IO's was written down by
$85.4 million. IO writedowns of $4.7 million, net of $80.7 million allocated
to experience-rated contracts, were reflected in 1993 net realized capital
gains (losses). In 1994, due to increasing interest rates, unrealized gains
on IO's increased from $0.5 million at December 31, 1993 to $17.8 million at
December 31, 1994. Conversely, unrealized gains on POs decreased from
$36.7 million at December 31, 1993 to $5.3 million at December 31, 1994.
1994 net realized gains (losses) included net gains of $10.0 million as a
result of sales of IOs and POs (including  amounts  allocated  to
experience-rated contractholders).


                                     F-14

<PAGE>

            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
           (A WHOLLY OWNED SUBSIDIARY OF AETNA LIFE AND CASUALTY COMPANY)

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


The Company did not use derivative instruments (ie.,futures,
forward contracts, interest swaps, etc.)for hedging or any other
purposes in 1994 or 1993.

The Company does hold investments in certain debt and equity
securities with derivative characteristics (ie., including the
fact that their market value is at least partially determined by,
among other things, levels of or changes in interest rates,
prepayment rates, equity markets or credit ratings/spreads).

The amortized cost and fair value of these securities, included
in the $10.8 billion investment portfolio, as of December 31,
1994 was as follows:

<TABLE>
<CAPTION>
                                                             AMORTIZED           FAIR
                                                                COST             VALUE
                                                             ---------         ---------
<S>                                                          <C>               <C>
Collateralized mortgage obligations
  (including interest-only and principal-only strips).....    $2,671.0         $2,564.5
Treasury and agency strips:
    Principal.............................................        20.7             21.6
    Interest..............................................       104.2             90.2
Mandatorily convertible preferred stock...................        12.1             11.6
</TABLE>

Investments in available for sale equity securities were as follows:

<TABLE>
<CAPTION>
                                                       GROSS        GROSS
                                                     UNREALIZED   UNREALIZED
                                           COST        GAINS        LOSSES      VALUE
                                          ------     ----------   ----------   ------
                                                          (millions)
<S>                                      <C>          <C>           <C>      <C>
1994
Equity Securities.......................  $230.5       $ 6.5         $7.9      $229.1
                                          ------       -----         ----      ------

1993
Equity Securities.......................  $160.7       $12.0         $0.1      $172.6
                                          ------       -----         ----      ------
</TABLE>

At December 31, 1994 and 1993, 91% of outstanding policy loans
had fixed interest rates. The fixed interest rates for annuity
policy loans ranged from 1% to 3% for individual annuity policies
in both 1994 and 1993. The fixed interest rates for individual
life policy loans ranged from 5% to 8% in 1994 and 6% to 8% in
1993. The remaining outstanding policy loans had variable
interest rates averaging 8% in 1994 and 1993. Investment income
from policy loans was $11.5 million, $10.8 million and
$9.5 million in 1994, 1993 and 1992, respectively.

OFF-BALANCE SHEET FINANCIAL INSTRUMENTS

At December 31, 1993, the Company had $149.0 million in
outstanding forward commitments to purchase mortgage-backed
securities at a specified future date and at a specified price or
yield. These instruments involve elements of market risk whereby
future changes in market prices may make a financial instrument
less valuable. However, the difference between the fair value at
which the commitments can be settled, and the contractual value
of these securities, was immaterial at December 31, 1993. There
were no outstanding forward commitments at December 31, 1994.

There were no material concentrations of off-balance sheet
financial instruments at December 31, 1994 and 1993.


                                     F-15


<PAGE>

         AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
       (A WHOLLY OWNED SUBSIDIARY OF AETNA LIFE AND CASUALTY COMPANY)

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


3. CAPITAL GAINS AND LOSSES ON INVESTMENT OPERATIONS

Realized capital gains or losses are the difference between
proceeds received from investments sold or prepaid, and amortized
cost. Net realized capital gains as reflected in the
Consolidated Statements of Income are after deductions for net
realized capital gains (losses) allocated to experience-rated
contracts of $(29.1) million, $(54.8) million and $36.1 million
for the years ended December 31, 1994, 1993, and 1992,
respectively. Net realized capital gains (losses) allocated to
experience-rated contracts are deferred and subsequently
reflected in credited rates on an amortized basis. Net
unamortized gains (losses), reflected as a component of
Policyholders' Funds Left With the Company, were $(50.7) million
and $(16.5) million at the end of December 31, 1994 and 1993,
respectively.

Changes to the mortgage loan valuation reserve and writedowns on
debt securities are included in net realized capital gains
(losses) and amounted to $1.1 million and $(98.5) million, of
which $0.8 million and $(91.5) million were allocable to
experience-rated contractholders, for the years ended December 31,
1994 and 1993, respectively. There were no changes to the
valuation reserve or writedowns in 1992. The 1993 losses were
primarily related to writedowns of interest-only mortgage-backed
securities to their fair value.

Net realized capital gains (losses) on investments, net of
amounts allocated to experience-rated contracts, were as follows:

<TABLE>
<CAPTION>
                                          1994             1993           1992
                                          ----             ----           ----
                                                        (millions)
<S>                                     <C>               <C>            <C>
Debt securities.....................     $ 1.0              $9.6         $12.9
Equity securities...................       0.2                .1           0.5
Mortgage loans......................       0.3              (0.2)          --
                                         -----              ----         -----
Pretax realized capital gains.......     $ 1.5              $9.5         $13.4
                                         -----              ----         -----
                                         -----              ----         -----
    After-tax realized capital
      gains.........................     $ 1.0              $6.2         $ 8.8
                                         -----              ----         -----
                                         -----              ----         -----
</TABLE>

Gross gains of $26.6 million, $33.3 million and $13.9 million and
gross losses of $25.6 million, $23.7 million and $1.0 million
were realized from the sales of investments in debt securities in
1994, 1993 and 1992, respectively.

Changes in unrealized capital gains (losses), excluding changes
in unrealized capital gains (losses) related to experience-rated
contracts, for the years ended December 31, were as follows:

<TABLE>
<CAPTION>
                                          1994             1993           1992
                                          ----             ----           ----
                                                        (millions)
<S>                                     <C>               <C>            <C>
Debt securities......................   $(242.1)         $ 164.3        $  --
Equity securities....................     (13.3)            10.6         (0.1)
Limited partnership..................      (1.8)              --           --
                                        -------          -------         ----
                                         (257.2)           174.9         (0.1)
Deferred federal income taxes
  (See Note 6).......................      46.3             62.1           --
                                        -------          -------         ----
                                        -------          -------         ----
Net change in unrealized capital
  gains (losses).....................   $(303.5)         $ 113.7        $(0.1)
                                        -------          -------         ----
                                        -------          -------         ----
</TABLE>

The net change in unrealized capital gains (losses) on debt
securities in 1994 and 1993 resulted from the adoption of FAS
No. 115. For the year ended December 31, 1992, debt securities were
carried at amortized cost. The unrecorded net appreciation for
debt securities carried at amortized cost (including amounts
allocable to experience-rated contracts) amounted to
$612.4 million at December 31, 1992.


                                     F-16

<PAGE>

        AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
      (A WHOLLY OWNED SUBSIDIARY OF AETNA LIFE AND CASUALTY COMPANY)

          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


Net unrealized capital gains (losses) allocable to experience-rated
contracts of $(308.6)million and $582.8 million at December 31, 1994
and 1993, respectively, are not included in shareholder's equity. These
amounts are reflected on the Consolidated Balance Sheet in policyholders'
funds left with the Company.

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

<TABLE>
<CAPTION>
                                               1994             1993           1992
                                               ----             ----           ----
                                                             (millions)
<S>                                          <C>               <C>            <C>
Debt securities
    Gross unrealized capital gains......     $  27.4            $164.3        $  --
    Gross unrealized capital losses.....      (105.2)              --            --
                                             -------            ------        -----
                                               (77.8)            164.3           --

Equity securities
    Gross unrealized capital gains.......        6.5              12.0          2.0
    Gross unrealized capital losses......       (7.9)             (0.1)        (0.7)
                                             -------            ------        -----
                                                (1.4)             11.9          1.3

Limited partnership
    Gross unrealized capital gains.......         --                --           --
    Gross unrealized capital losses......       (1.8)               --           --
                                             -------            ------        -----
                                                (1.8)               --           --

Deferred federal income taxes
  (See Note 6)...........................      108.0              61.7          0.5
                                             -------            ------        -----
                                             -------            ------        -----
Net change in unrealized capital
  gains (losses).........................    $(189.0)           $114.5        $ 0.8
                                             -------            ------        -----
                                             -------            ------        -----
</TABLE>


4.  NET INVESTMENT INCOME

Sources of net investment income were as follows:

<TABLE>
<CAPTION>
                                               1994             1993           1992
                                               ----             ----           ----
                                                             (millions)
<S>                                          <C>               <C>            <C>
Debt securities.......................        $823.9           $828.0         $763.7
Preferred stock.......................           3.9              2.3            2.8
Investment in affiliated mutual
  funds...............................           5.2              2.9            3.2
Mortgage loans........................           1.4              1.5            1.8
Policy loans..........................          11.5             10.8            9.5
Reinsurance loan to affiliate.........          51.5             53.3           56.7
Cash equivalents......................          29.5             16.8           16.6
Other.................................           6.7              7.7            6.4
                                              ------           ------         ------
Gross investment income...............         933.6            923.3          860.7
Less investment expenses..............         (16.4)           (11.4)         (12.6)
                                              ------           ------         ------
Net investment income.................        $917.2           $911.9         $848.1
                                              ------           ------         ------
                                              ------           ------         ------
</TABLE>


                                     F-17

<PAGE>

          AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
        (A WHOLLY OWNED SUBSIDIARY OF AETNA LIFE AND CASUALTY COMPANY)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


Net investment income includes amounts allocable to experience-rated
contractholders of $677.1 million, $661.3 million and $604.0 million
for the years ended December 31, 1994, 1993 and 1992, respectively.
Interest credited to contractholders is included in Current and
Future Benefits.

5. DIVIDEND RESTRICTIONS AND SHAREHOLDER'S EQUITY

The amount of dividends that may be paid to the shareholder in
1995 without prior approval by the Insurance Commissioner of the
State of Connecticut is $70.9 million.

The Insurance Department of the State of Connecticut (the
"Department") recognizes as net income and shareholder's equity
those amounts determined in conformity with statutory accounting
practices prescribed or permitted by the Department, which differ
in certain respects from generally accepted accounting
principles. Statutory net income was $70.9 million, $77.6 million
and $62.5 million for the years ended December 31, 1994, 1993 and
1992, respectively. Statutory shareholder's equity was $615.0 million
and $574.4 million as of December 31, 1994 and 1993, respectively.

As of December 31, 1994, the Company does not utilize any
statutory accounting practices which are not prescribed by
insurance regulators that, individually or in the aggregate,
materially affect statutory shareholder's equity.

6. FEDERAL INCOME TAXES

The Company is included in the consolidated federal income tax
return of Aetna. Aetna allocates to each member an amount
approximating the tax it would have incurred were it not a member
of the consolidated group, and credits the member for the use of
its tax saving attributes in the consolidated return.

As discussed in Note 1, the Company adopted FAS No. 109 as of
January 1, 1992 resulting in a cumulative effect benefit of $22.8 million.

In August 1993, the Omnibus Budget Reconciliation Act of 1993
(OBRA) was enacted which resulted in an increase in the federal
corporate tax rate from 34% to 35% retroactive to January 1,
1993. The enactment of OBRA resulted in an increase in the
deferred tax liability of $3.4 million at date of enactment,
which is included in the 1993 deferred tax expense.

Components of income tax expense (benefits) were as follows:

<TABLE>
<CAPTION>
                                               1994             1993           1992
                                               ----             ----           ----
                                                             (millions)
<S>                                          <C>               <C>            <C>
Current taxes (benefits):
    Income from operations.................   $ 78.7          $ 87.1          $ 68.0
    Net realized capital gains.............    (33.2)           18.1            18.1
                                              ------          ------          ------
                                                45.5           105.2            86.1
                                              ------          ------          ------
Deferred taxes (benefits):
    Income from operations.................     (8.0)          (14.2)          (17.7)
    Net realized capital gains.............     33.7           (14.8)          (13.5)
                                              ------          ------          ------
                                                25.7           (29.0)          (31.2)
                                              ------          ------          ------
        Total..............................   $ 71.2          $ 76.2          $ 54.9
                                              ------          ------          ------
                                              ------          ------          ------
</TABLE>


                                     F-18

<PAGE>

          AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
        (A WHOLLY OWNED SUBSIDIARY OF AETNA LIFE AND CASUALTY COMPANY)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


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

<TABLE>
<CAPTION>
                                               1994             1993           1992
                                               ----             ----           ----
                                                             (millions)
<S>                                          <C>               <C>            <C>
Income before federal income taxes........    $216.5           $219.1         $168.1
Tax rate..................................        35%              35%            34%
                                              ------           ------         ------
Application of the tax rate...............      75.8             76.7           57.2
                                              ------           ------         ------
Tax effect of:
    Excludable dividends..................      (8.6)            (8.7)          (6.4)
    Tax reserve adjustments...............       2.9              4.7            5.1
    Reinsurance transaction...............       1.9             (0.2)          (0.5)
    Tax rate change on deferred
      liabilities.........................        --              3.7             --
    Other, net............................      (0.8)              --           (0.5)
                                              ------           ------         ------
        Income tax expense................    $ 71.2           $ 76.2         $ 54.9
                                              ------           ------         ------
</TABLE>

The tax effects of temporary differences that give rise to
deferred tax assets and deferred tax liabilities under FAS No. 109
at December 31, 1994 and 1993 are presented below:

<TABLE>
<CAPTION>
                                                              1994          1993
                                                              ----          ----
                                                                   (millions)
<S>                                                         <C>            <C>
Deferred tax assets:
    Insurance reserve.................................       $211.5        $195.4
    Net unrealized capital losses.....................        136.3            --
    Investment losses not currently deductible........         15.5          31.2
    Postretirement benefits other than pensions.......          8.4           8.6
    Impairment reserves...............................           --           7.9
    Other.............................................         28.3          19.3
                                                             ------        ------
Total gross assets....................................        400.0         262.4
Less valuation allowance..............................        136.3            --
                                                             ------        ------
    Deferred tax assets net of valuation..............        263.7         262.4

Deferred tax liabilities:
    Deferred policy acquisition costs.................        385.2         355.2
    Unrealized losses allocable to experience-rated
      contracts.......................................        108.0            --
    Market discount...................................          3.6           5.4
    Net unrealized capital gains......................           --          61.7
    Other.............................................          0.4           1.6
                                                             ------        ------
                                                             ------        ------
        Total gross liabilities.......................        497.2         423.9
                                                             ------        ------
                                                             ------        ------
        Net deferred tax liability....................       $233.5        $161.5
                                                             ------        ------
                                                             ------        ------
</TABLE>

Net unrealized capital gains and losses are presented in
shareholder's equity net of deferred taxes. At December 31,
1994, $81.0 million of net unrealized capital losses were
reflected in shareholder's equity without deferred tax benefits.
For federal income tax purposes, capital losses are deductible
only against capital gains in the year of sale or during the
carryback and carryforward periods (three and five years,
respectively). Due to the expected


                                     F-19

<PAGE>

          AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
        (A WHOLLY OWNED SUBSIDIARY OF AETNA LIFE AND CASUALTY COMPANY)

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


full utilization of capital gains in the carryback period and the
uncertainty of future capital gains, a valuation allowance of
$28.3 million related to the net unrealized capital losses
has been reflected in shareholder's equity. In
addition, $308.6 million of net unrealized capital losses related
to experience-rated contracts are not reflected in shareholder's
equity since such losses, if realized, are allocable to
contractholders. However, the potential loss of tax benefits on
such losses is the risk of the Company and therefore would
adversely affect the Company rather than the contractholder.
Accordingly, an additional valuation allowance of $108.0 million
has been reflected in shareholder's equity as of December 31,
1994. Any reversals of the valuation allowance are contingent
upon the recognition of future capital gains in the Company's
federal income tax return or a change in circumstances which
causes the recognition of the benefits to become more likely than
not. Non-recognition of the deferred tax benefits on net
unrealized losses described above had no impact on net income for
1994, but has the potential to adversely affect future results if
such losses are realized.

The "Policyholders' Surplus Account," which arose under prior tax
law, is generally that portion of a life insurance company's
statutory income that has not been subject to taxation. As of
December 31, 1983, no further additions could be made to the
Policyholders' Surplus Account for tax return purposes under the
Deficit Reduction Act of 1984. The balance in such account was
approximately $17.2 million at December 31, 1994. This amount
would be taxed only under certain conditions. No income taxes
have been provided on this amount since management believes the
conditions under which such taxes would become payable are remote.

The Internal Revenue Service ("Service") has completed
examinations of the consolidated federal income tax returns of
Aetna through 1986. Discussions are being held with the Service
with respect to proposed adjustments. However, management
believes there are adequate defenses against, or sufficient
reserves to provide for, such adjustments. The Service has
commenced its examinations for the years 1987 through 1990.

7. BENEFIT PLANS

Employee Pension Plans - The Company, in conjunction with Aetna,
has non-contributory defined benefit pension plans covering
substantially all employees. The plans provide pension benefits
based on years of service and average annual compensation
(measured over sixty consecutive months of highest earnings in a
120 month period). Contributions are determined using the Entry
Age Normal Cost Method and, for qualified plans subject to ERISA
requirements, are limited to the amounts that are currently
deductible for tax reporting purposes. The accumulated benefit
obligation and plan assets are recorded by Aetna. The
accumulated plan assets exceed accumulated plan benefits. There
has been no funding to the plan for the years 1992 through 1994,
and therefore, no expense has been recorded by the Company.

Agent Pension Plans - The Company, in conjunction with Aetna, has
a non-qualified pension plan covering certain agents. The plan
provides pension benefits based on annual commission earnings.
The accumulated plan assets exceed accumulated plan benefits.
There has been no funding to the plan for the years 1992 through
1994, and therefore, no expense has been recorded by the Company.

Employee Postretirement Benefits - In addition to providing
pension benefits, Aetna also provides certain postretirement
health care and life insurance benefits, subject to certain caps,
for retired employees. Medical and dental benefits are offered
to all full-time employees retiring at age 50 with at least
15 years of service or at age 65 with at least 10 years of service.
Retirees are required to contribute to the plans based on their
years of service with Aetna.


                                     F-20

<PAGE>

          AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
       (A WHOLLY OWNED SUBSIDIARY OF AETNA LIFE AND CASUALTY COMPANY)

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


Aetna implemented FAS No. 106, Employers' Accounting for
Postretirement Benefits Other Than Pensions in 1992 on the
immediate recognition basis. The cumulative effect charge for
all Aetna employees was reflected in Aetna's 1992 Statement of
Income. Prior to the adoption of FAS No. 106, the cost of
postretirement benefits was charged to operations as payments
were made. The accumulated benefit obligation and plan assets
are recorded by Aetna. Accumulated postretirement benefits
exceed plan assets.

The cost to the Company associated with the Aetna postretirement
plans for 1994, 1993 and 1992 were $1.0 million, $0.8 million and
$0.8 million, respectively.

Agent Postretirement Benefits - The Company, in conjunction with
Aetna, also provides certain postemployment health care and life
insurance benefits for certain agents. The impact of recognizing
the liability for agent costs was a cumulative effect adjustment
of $13.2 million (net of deferred taxes of $6.8 million) and is
reported in the 1992 Consolidated Statement of Income.

The cost to the Company associated to the agents' postretirement
plans for 1994, 1993 and 1992 were $0.7 million, $0.6 million and
$0.7 million, respectively.

Incentive Savings Plan - Substantially all employees are eligible
to participate in a savings plan under which designated
contributions, which may be invested in common stock of Aetna or
certain other investments, are matched, up to 5% of compensation,
by Aetna. Pretax charges to operations for the incentive savings
plan were $3.3 million, $3.1 million and $2.8 million in 1994,
1993 and 1992, respectively.

Stock Plans - Aetna has a stock incentive plan that provides for
stock options and deferred contingent common stock or cash awards
to certain key employees. Aetna also has a stock option plan
under which executive and middle management employees of Aetna
may be granted options to purchase common stock of Aetna at the
market price on the date of grant or, in connection with certain
business combinations, may be granted options to purchase common
stock on different terms. The cost to the Company associated to
the Aetna stock plans for 1994 and 1993 was $2.3 million,
$0.4 million, respectively. The cost for 1992 was immaterial.

8. RELATED PARTY TRANSACTIONS

The Company is compensated by the Separate Accounts for bearing
mortality and expense risks pertaining to variable life and
annuity contracts. Under the insurance contracts, the Separate
Accounts pay the Company a daily fee which, on an annual basis,
ranges, depending on the product, from .70% to 1.80% of their
average daily net assets. The Company also receives fees from
the variable life and annuity mutual funds and The Aetna Series
Fund for serving as investment adviser. Under the advisory
agreements, the Funds pay the Company a daily fee which, on an
annual basis, ranges, depending on the fund, from .25% to 1.00%
of their average daily net assets. The advisory agreements also
call for the variable funds to pay their own administrative
expenses and for The Aetna Series Fund to pay certain
administrative expenses. The Company also receives fees
(expressed as a percentage of the average daily net assets) from
The Aetna Series Fund for providing administration shareholder
services and promoting sales. The amount of compensation and
fees received from the Separate Accounts and Funds, included in
Charges Assessed Against Policyholders, amounted to $104.6 million,
$93.6 million and $80.5 million in 1994, 1993 and 1992, respectively.
The Company may waive advisory fees at its discretion.


                                     F-21

<PAGE>

           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
        (A WHOLLY OWNED SUBSIDIARY OF AETNA LIFE AND CASUALTY COMPANY)

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


The Company may, from time to time, make reimbursements to a Fund
for some or all of its operating expenses. Reimbursement
arrangements may be terminated at any time without notice.

Since 1981, all domestic individual non-participating life
insurance of Aetna and its subsidiaries has been issued by the
Company. Effective December 31, 1988, the Company entered into a
reinsurance agreement with Aetna Life Insurance Company ("Aetna
Life") in which substantially all of the non-participating
individual life and annuity business written by Aetna Life prior
to 1981 was assumed by the Company. A $108.0 million commission,
paid by the Company to Aetna Life in 1988, was capitalized as
deferred policy acquisition costs. The Company maintained
insurance reserves of $690.3 million and $711.0 million as of
December 31, 1994 and 1993, respectively, relating to the
business assumed. In consideration for the assumption of this
business, a loan was established relating to the assets held by
Aetna Life which support the insurance reserves. The loan is
being reduced in accordance with the decrease in the reserves.
The fair value of this loan was $630.3 million and $685.8 million
as of December 31, 1994 and 1993, respectively, and is based upon
the fair value of the underlying assets. Premiums of $32.8 million,
$33.3 million and $36.8 million and current and future benefits
of $43.8 million, $55.4 million and $47.2 million were
assumed in 1994, 1993 and 1992, respectively.

Investment income of $51.5 million, $53.3 million and $56.7 million
was generated from the reinsurance loan to affiliate in 1994, 1993
and 1992, respectively. Net income of approximately $25.1 million,
$13.6 million and $21.7 million resulted from this agreement in 1994,
1993 and 1992, respectively.

On December 16, 1988, the Company assumed $25.0 million of
premium revenue from Aetna Life for the purchase and
administration of a life contingent single premium variable
payout annuity contract. In addition, the Company also is
responsible for administering fixed annuity payments that are
made to annuitants receiving variable payments. Reserves of
$24.2 million and $27.8 million were maintained for this contract
as of December 31, 1994 and 1993, respectively.

Effective February 1, 1992, the Company increased its retention
limit per individual life to $2.0 million and entered into a
reinsurance agreement with Aetna Life to reinsure amounts in
excess of this limit, up to a maximum of $8.0 million on any new
individual life business, on a yearly renewable term basis.
Premium amounts related to this agreement for 1994, 1993 and 1992
were immaterial.

Effective December 31, 1992, the Company entered into an
assumption reinsurance agreement with Aetna Life to reinsure a
block of approximately 3,500 life contingent, period certain and
deferred lump sum annuities (totaling $175.5 million in premium)
issued by the Company to Aetna Casualty to fund its obligations
under structured settlement agreements. The negotiated price
recognized the sale of future profits and included consideration
to ALIAC for the continued administration of the reinsured
contracts on behalf of, and in the name of, Aetna Life.

The Company received no capital contributions in 1994, 1993 or 1992.

Premiums due and other receivables include $27.6 million and $9.8 million
due from affiliates in 1994 and 1993, respectively. Other liabilities
include $27.9 million and $26.1 million due to affiliates for 1994 and
1993, respectively.

Substantially all of the administrative and support functions of
the Company are provided by Aetna and its affiliates. The
financial statements reflect allocated charges for these services
based upon measures appropriate for the type and nature of
service provided.


                                     F-22


<PAGE>

              AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
            (A WHOLLY OWNED SUBSIDIARY OF AETNA LIFE AND CASUALTY COMPANY)

                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


9. REINSURANCE

The Company utilizes indemnity reinsurance agreements to reduce
its exposure to large losses in all aspects of its insurance
business. Such reinsurance permits recovery of a portion of
losses from reinsurers, although it does not discharge the
primary liability of the Company as direct insurer of the risks
reinsured. The Company evaluates the financial strength of
potential reinsurers and continually monitors the financial
condition of reinsurers. Only those reinsurance recoverables
deemed probable of recovery are reflected as assets on the
Company's Consolidated Balance Sheets.

The following table includes premium amounts ceded/assumed
to/from affiliated companies as discussed in Note 8 above.

<TABLE>
<CAPTION>
                                                                CEDED TO             ASSUMED
                                              DIRECT              OTHER            FROM OTHER            NET
                                              AMOUNT            COMPANIES           COMPANIES          AMOUNT
                                             --------           ---------          ----------         -------
                                                                         (millions)
<S>                                         <C>               <C>                <C>                 <C>
1994
Premiums:
    Life Insurance......................      $ 25.8              $ 6.0              $ 32.8           $ 52.6
    Accident and Health Insurance.......        10.8                9.3                  --              1.5
    Annuities...........................        69.9                 --                 0.2             70.1
                                              --------------------------------------------------------------
    Total earned premiums...............      $106.5              $15.3              $ 33.0           $  124
                                              --------------------------------------------------------------
                                              --------------------------------------------------------------
1993
Premiums:
    Life Insurance.....................       $ 20.9              $ 5.6              $ 33.3           $ 48.6
    Accident and Health Insurance......         14.4               12.9                  --              1.5
    Annuities..........................         31.3                 --                 0.7             32.0
                                              --------------------------------------------------------------
    Total earned premiums..............       $ 66.6              $18.5              $ 34.0           $ 82.1
                                              --------------------------------------------------------------
                                              --------------------------------------------------------------
1992
Premiums:
    Life Insurance.....................       $ 20.8              $ 5.2              $ 36.8           $ 52.4
    Accident and Health Insurance......         15.1               13.7                  --              1.4
    Annuities..........................         18.4                 --                 0.3             18.7
                                              --------------------------------------------------------------
    Total earned premiums..............       $ 54.3              $18.9              $ 37.1           $ 72.5
                                              --------------------------------------------------------------
                                              --------------------------------------------------------------
</TABLE>


10. FINANCIAL INSTRUMENTS

The carrying values and estimated fair values of the Company's financial
instruments at December 31, 1994 and 1993 were as follows:

<TABLE>
<CAPTION>
                                                         1994                    1993
                                                ----------------------  ----------------------
                                                 CARRYING    CARRYING    CARRYING    CARRYING
                                                   VALUE       VALUE       VALUE       VALUE
                                                ----------   ---------   ---------   ---------
                                                                   (millions)
<S>                                            <C>          <C>         <C>         <C>
Assets:
    Cash and cash equivalents..................     $623.3      $623.3      $536.1      $536.1
    Short-term investments.....................       98.0        98.0        22.6        22.6
    Debt securities............................   10,191.4    10,191.4    10,531.0    10,531.0
    Equity securities..........................      229.1       229.1       172.6       172.6
    Limited partnership........................       24.4        24.4          --          --
    Mortgage loans.............................        9.9         9.9        10.1        10.1

Liabilities:
    Investment contract liabilities:
        With a fixed maturity..................      826.7       833.5       733.3       795.6
        Without a fixed maturity...............    8,074.9     7,870.4     8,196.4     8,099.3
</TABLE>


                                     F-23

<PAGE>

           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A WHOLLY OWNED SUBSIDIARY OF AETNA LIFE AND CASUALTY COMPANY)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


Fair value estimates are made at a specific point in time, based
on available market information and judgments about the financial
instrument, such as estimates of timing and amount of expected
future cash flows. Such estimates do not reflect any premium or
discount that could result from offering for sale at one time the
Company's entire holdings of a particular financial instrument,
nor do they consider the tax impact of the realization of
unrealized gains or losses. In many cases, the fair value
estimates cannot be substantiated by comparison to independent
markets, nor can the disclosed value be realized in immediate
settlement of the instrument.  In evaluating the Company's
management of interest rate and liquidity risk, the fair values
of all assets and liabilities should be taken into consideration,
not only those above.

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

SHORT-TERM INSTRUMENTS: Fair values are based on quoted market
prices or dealer quotations. Where quoted market prices are not
available, the carrying amounts reported in the Consolidated
Balance Sheets approximates fair value. Short-term instruments
have a maturity date of one year or less and include cash and
cash equivalents, and short-term investments.

DEBT AND EQUITY SECURITIES: Fair values are based on quoted
market prices or dealer quotations. Where quoted market prices
or dealer quotations are not available, fair value is estimated
by using quoted market prices for similar securities  or
discounted cash flow methods.

MORTGAGE LOANS: Fair value is estimated by discounting expected
mortgage loan cash flows at market rates which reflect the rates
at which similar loans would be made to similar borrowers.  The
rates reflect management's assessment of the credit quality and
the remaining duration of the loans. The fair value estimate of
mortgage loans of lower quality, including problem and
restructured loans, is based on the estimated fair value of the
underlying collateral.

INVESTMENT CONTRACT LIABILITIES (INCLUDED IN POLICYHOLDERS' FUNDS
LEFT WITH THE COMPANY): With a fixed maturity: Fair value is
estimated by discounting cash flows at interest rates currently
being offered by, or available to, the Company for similar contracts.

WITHOUT A FIXED MATURITY: Fair value is estimated as the amount
payable to the contractholder upon demand. However, the Company
has the right under such contracts to delay payment of
withdrawals which may ultimately result in paying an amount
different than that determined to be payable on demand.

11. SEGMENT INFORMATION

Effective December 31, 1994, the Company's operations, which
previously were reported in total, will now be reported through
two major business segments:  Life Insurance and Financial
Services. The Life Insurance segment markets most types of life
insurance including universal life, interest-sensitive whole
life, and term insurance. These products are offered primarily
to individuals, small businesses, employer-sponsored groups and
executives of Fortune 2000 companies. The Financial Services
segment markets and services individual and group annuity
contracts which offer a variety of funding and distribution
options for personal and employer-sponsored retirement plans that
qualify for tax deferral under sections 401(k) for corporations,
403(b) for hospitals and educational institutions, 408 for
individual retirement accounts, and 457 for state and local
governments and tax exempt healthcare organizations  (the
"deferred compensation market"), of the Internal Revenue Code.
These contracts may be immediate or deferred. These products are
offered primarily to individuals, pension plans, small businesses
and employer-sponsored groups.


                                     F-24

<PAGE>

            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
          (A WHOLLY OWNED SUBSIDIARY OF AETNA LIFE AND CASUALTY COMPANY)

               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


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

<TABLE>
<CAPTION>
                                                            1994           1993         1992
                                                         ---------      ---------    ---------
                                                                        (millions)
<S>                                                     <C>            <C>          <C>
Revenue:
    Life insurance....................................   $   386.1      $   371.7    $   363.6
    Financial services................................       946.1          892.8        812.5
                                                         ---------      ---------    ---------
        Total revenue.................................   $ 1,332.2      $ 1,264.5    $ 1,176.1
                                                         ---------      ---------    ---------
                                                         ---------      ---------    ---------
Income from continuing operations before income taxes
  and cumulative effect adjustments:
    Life insurance....................................   $    96.8      $    98.0    $    74.6
    Financial services................................       119.7          121.1         93.5
                                                         ---------      ---------    ---------
        Total income from continuing operations
          before income taxes and cumulative effect
          adjustments.................................   $   216.5      $   219.1    $   168.1

Net income:
    Life insurance....................................   $    59.8      $    56.1    $    45.6
    Financial services................................        85.5           86.8         67.6
                                                         ---------      ---------    ---------
        Income before cumulative effect adjustments...   $   145.3      $   142.9    $   113.2
                                                         ---------      ---------    ---------
        Cumulative effect adjustments.................          --             --          9.6
Net income............................................   $   145.3      $   142.9    $   122.8
                                                         ---------      ---------    ---------
                                                         ---------      ---------    ---------

<CAPTION>
                                                            1994           1993         1992
                                                         ---------      ---------    ---------
                                                                        (millions)
<S>                                                     <C>            <C>          <C>
Assets under management, at fair value:
    Life insurance....................................   $ 2,175.2      $ 2,180.1    $ 1,973.1
    Financial services................................    17,791.9       16,600.5     13,644.3
                                                         ---------      ---------    ---------
        Total assets under management.................   $19,967.1      $18,780.6    $15,617.4
                                                         ---------      ---------    ---------
                                                         ---------      ---------    ---------
</TABLE>


                                     F-25


<PAGE>

                    STATEMENT OF ADDITIONAL INFORMATION

                         VARIABLE ANNUITY ACCOUNT C

                         VARIABLE ANNUITY CONTRACTS
                                 ISSUED BY
                  AETNA LIFE INSURANCE AND ANNUITY COMPANY




FORM NO. 88720(S)                                       ALIAC Ed. 12/95




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