VARIABLE ANNUITY ACCT C OF AETNA LIFE INSURANCE & ANNUITY CO, 485APOS, 1996-02-22

VARIABLE ANNUITY ACCT C OF AETNA LIFE INSURANCE & ANNUITY CO
485APOS, 1996-02-22

Previous: VARIABLE ANNUITY ACCT C OF AETNA LIFE INSURANCE & ANNUITY CO, 485APOS, 1996-02-22

Next: WEDCO TECHNOLOGY INC, SC 13G, 1996-02-22

<PAGE>

As filed with the Securities and Exchange Registration No. 33-75988*
Commission February 22, 1996 Registration No. 811-2513

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

FORM N-4

- --------------------------------------------------------------------------------
Post-Effective Amendment No. 3 To
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

and Amendment To

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

- --------------------------------------------------------------------------------
Variable Annuity Account C of Aetna Life Insurance and Annuity Company
(EXACT NAME OF REGISTRANT)

Aetna Life Insurance and Annuity Company
(NAME OF DEPOSITOR)

151 Farmington Avenue, RE4C, Hartford, Connecticut 06156
(ADDRESS OF DEPOSITOR'S PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

Depositor's Telephone Number, including Area Code: (860) 273-7834

Susan E. Bryant, Counsel
Aetna Life Insurance and Annuity Company
151 Farmington Avenue, RE4C, Hartford, Connecticut 06156
(NAME AND ADDRESS OF AGENT FOR SERVICE)

- --------------------------------------------------------------------------------
It is proposed that this filing will become effective:

X on May 1, 1996 pursuant to paragraph (a)(1) of Rule 485
-----

*Pursuant to Rule 429(a) under the Securities Act of 1933, Registrant has
included a combined prospectus under this Registration Statement which includes
all the information which would currently be required in prospectuses relating
to the securities covered by the following earlier Registration Statements: 33-
75972; 33-76024; and 33-89858.

Pursuant to Rule 24f-2 under the Investment Company Act of 1940, Registrant has
registered an indefinite number of securities under the Securities Act of 1933.
Registrant expects to file a Rule 24f-2 Notice for the fiscal year ended
December 31, 1995 on or before February 29, 1996.

<PAGE>

VARIABLE ANNUITY ACCOUNT C
CROSS REFERENCE SHEET

FORM N-4 PART A (PROSPECTUS) LOCATION
ITEM NO.
1 Cover Page . . . . . . . . . . . . Cover Page

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

3 Synopsis or Highlights . . . . . . Prospectus Summary;
Fee Table

4 Condensed Financial Information . . Condensed Financial
Information

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

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

7 General Description of Variable
Annuity Contracts . . . . . . . . . Purchase;
Miscellaneous

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

9 Death Benefit . . . . . . . . . . . Death Benefit During
Accumulation Period;
Death Benefit Payable
During the Annuity
Period

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

11 Redemptions . . . . . . . . . . . . Right to Cancel;
Withdrawals

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

13 Legal Proceedings . . . . . . . . . Miscellaneous - Legal
Matters and
Proceedings

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

<PAGE>

FORM N-4 PART B (STATEMENT OF ADDITIONAL) LOCATION
ITEM NO. INFORMATION

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

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

17 General Information and History . . General Information
and History

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

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

20 Underwriters . . . . . . . . . . . Offering and Purchase
of Contracts
21 Calculation of Performance Data . . Performance Data;
Average Annual Total
Return Quotations

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

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

PART C (OTHER INFORMATION)

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

<PAGE>
PROSPECTUS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

This Prospectus describes individual deferred variable annuity contracts
("Contracts") issued by Aetna Life Insurance and Annuity Company (the
"Company"). There are two different types of Contracts: External Rollover
Contracts and Internal Rollover Contracts. The Contracts are intended to qualify
as Individual Retirement Annuities established under Section 408 of the Internal
Revenue Code of 1986, as amended (the "Code"). (See "Purchase.")

The Contracts provide that contributions may be allocated to one or more of the
Credited Interest Options or to one or more of the Subaccounts of Variable
Annuity Account C, a separate account of the Company. The Subaccounts invest
directly in shares of the following Funds:

- Aetna Variable Fund - Fidelity VIP Equity-Income
- Aetna Income Shares Portfolio
- Aetna Variable Encore Fund - Fidelity VIP Growth Portfolio
- Aetna Investment Advisers Fund, - Fidelity VIP Overseas Portfolio
Inc. - Janus Aspen Aggressive Growth
- Aetna Ascent Variable Portfolio Portfolio
- Aetna Crossroads Variable Portfolio - Janus Aspen Balanced Portfolio
- Aetna Legacy Variable Portfolio - Janus Aspen Growth Portfolio
- Alger American Growth Portfolio - Janus Aspen Short-Term Bond
- Alger American Small Cap Portfolio Portfolio
- Fidelity VIP II Contrafund - Janus Aspen Worldwide Growth
Portfolio Portfolio
- Scudder International Portfolio
- TCI Growth (a Twentieth Century
fund)

The Credited Interest Options currently available under the Contract are the
Guaranteed Interest Account, the Fixed Account, the Guaranteed Accumulation
Account and the Fixed Account with Market Value Adjustment (the "MVA Fixed
Account"). Except as specifically mentioned, this Prospectus describes only
investments through the Separate Account. A brief description of each of the
Credited Interest Options is contained in Appendices to this Prospectus and
additional information concerning the Guaranteed Accumulation Account and the
MVA Fixed Account is contained in a separate prospectus. The availability of the
Funds and the Credited Interest Options is subject to applicable regulatory
authorization. Not all Funds or Credited Interest Options may be available in
all jurisdictions or under all Contracts. (See "Investment Options.")

This Prospectus provides investors with the information that they should know
about the Separate Account before investing in the Contract. Additional
information about the Separate Account is contained in a Statement of Additional
Information ("SAI") which is available at no charge. The SAI has been filed with
the Securities and Exchange Commission and is incorporated herein by reference.
The Table of Contents for the SAI is printed on page 14 of this Prospectus. An
SAI may be obtained by indicating the request on the Application, or by calling
the number listed under the "Inquiries" section of the Prospectus Summary.

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

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

THIS PROSPECTUS AND THE STATEMENT OF ADDITIONAL INFORMATION ARE DATED MAY 1,
1996.
<PAGE>
TABLE OF CONTENTS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

<TABLE>
<S> <C>
DEFINITIONS.......................................................................... DEFINITIONS - 1
PROSPECTUS SUMMARY................................................................... SUMMARY - 1
FEE TABLE............................................................................ FEE TABLE - 1
CONDENSED FINANCIAL INFORMATION...................................................... AUV HISTORY - 1
THE COMPANY.......................................................................... 1
VARIABLE ANNUITY ACCOUNT C........................................................... 1
INVESTMENT OPTIONS................................................................... 1
The Funds........................................................................ 1
Credited Interest Options........................................................ 3
PURCHASE............................................................................. 3
Contract Availability............................................................ 3
Contract Purchase................................................................ 4
Purchase Payments................................................................ 4
Right to Cancel.................................................................. 4
CHARGES AND DEDUCTIONS............................................................... 4
Daily Deductions from the Separate Account....................................... 4
Maintenance Fee.................................................................. 5
Deferred Sales Charge............................................................ 5
Fund Expenses.................................................................... 6
Premium and Other Taxes.......................................................... 6
CONTRACT VALUATION................................................................... 6
Contract Value................................................................... 6
Accumulation Units............................................................... 6
Net Investment Factor............................................................ 7
TRANSFERS............................................................................ 7
Dollar Cost Averaging Program.................................................... 7
WITHDRAWALS.......................................................................... 8
Reinvestment Privilege........................................................... 8
ADDITIONAL WITHDRAWAL OPTIONS........................................................ 8
DEATH BENEFIT DURING ACCUMULATION PERIOD............................................. 9
ANNUITY PERIOD....................................................................... 9
Annuity Period Elections......................................................... 9
Annuity Options.................................................................. 10
Annuity Payments................................................................. 10
Charges Deducted During the Annuity Period....................................... 11
Death Benefit Payable During the Annuity Period.................................. 11
TAX STATUS........................................................................... 11
Introduction..................................................................... 11
Taxation of the Company.......................................................... 12
Contracts Used with Certain Retirement Plans..................................... 12
Individual Retirement Annuities and Simplified Employee Pension Plans............ 12
</TABLE>
<PAGE>
<TABLE>
<S> <C>
MISCELLANEOUS........................................................................ 13
Distribution..................................................................... 13
Delay or Suspension of Payments.................................................. 13
Performance Reporting............................................................ 13
Voting Rights.................................................................... 13
Modification of the Contract..................................................... 14
Legal Matters and Proceedings.................................................... 14
CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION.................................. 15
APPENDIX I--GUARANTEED INTEREST ACCOUNT.............................................. 15
APPENDIX II--FIXED ACCOUNT........................................................... 16
APPENDIX III--GUARANTEED ACCUMULATION ACCOUNT........................................ 17
APPENDIX IV--FIXED ACCOUNT WITH MARKET VALUE ADJUSTMENT..............................
APPENDIX V--FEDERAL INCOME TAX SUMMARY FOR IRAS...................................... 18
</TABLE>

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH
SUCH OFFERING MAY NOT LAWFULLY BE MADE. THE COMPANY DOES NOT AUTHORIZE ANY
PERSON TO GIVE INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THE
OFFERING CONTAINED IN THIS PROSPECTUS EXCEPT AS OTHERWISE CONTAINED HEREIN.
<PAGE>
DEFINITIONS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

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

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

ACCUMULATION UNIT: A measure of the value of each Subaccount before annuity
payments begin.

ANNUITANT: The person on whose life or life expectancy the annuity payments are
based.

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

ANNUITY DATE: The date on which annuity payments begin.

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

ANNUITY UNIT: A measure of the value of each Subaccount selected during the
Annuity Period.

BENEFICIARY(IES): The person or persons identified on the application who are to
receive any death benefit proceeds payable under the Contract.

CODE: Internal Revenue Code of 1986, as amended.

COMPANY (WE, US): Aetna Life Insurance and Annuity Company.

CONTRACT: The individual deferred, variable annuity contracts offered by this
Prospectus.

CONTRACT HOLDER (YOU): The person to whom the Contract is issued.

CONTRACT VALUE: The dollar value of amounts held under the Contract as of any
Valuation Date during the Accumulation Period.

CONTRACT YEAR: The period of 12 months measured from the date the first Purchase
Payment is applied to the Contract or from any anniversary of such date.

CREDITED INTEREST OPTIONS: The fixed interest options available under the
Contract. The Credited Interest Options currently consist of the Guaranteed
Interest Account, the Fixed Account and the Guaranteed Accumulation Account,
each of which is described in an Appendix to this Prospectus. Amounts allocated
to the Credited Interest Options are included in the Contract Value.

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

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

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

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

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

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

- --------------------------------------------------------------------------------
DEFINITIONS - 1
<PAGE>
PROSPECTUS SUMMARY
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

CONTRACTS OFFERED

The Contracts described in this Prospectus are individual deferred variable
annuity contracts issued by Aetna Life Insurance and Annuity Company (the
"Company"). There are two types of Contracts currently offered through this
Prospectus: (1) 1994 External Rollover Contracts (if you are a new customer),
and (2) 1994 Internal Rollover Contracts (if you have an existing Contract or
retirement account established with the Company or one of our affiliates)
(collectively referred to as "1994 Contracts"). In New York, this Contract is
available only to individuals who have retirement accounts established with the
Company under the Company's Multiple Asset Portfolio contract, as a 1994
Internal Rollover Contract. Additionally, this Prospectus also describes 1992
Contracts (External Rollover and Internal Rollover) that were discontinued for
new sales during 1994 ("1992 Contracts"). The Contracts are intended to qualify
as Individual Retirement Annuities under Section 408(b) of the Code. The
Contracts will accept annual contributions to a Simplified Employee Pension Plan
(SEP). The Contracts can also accept transfers or rollovers from another
Individual Retirement Annuity, an Individual Retirement Account under Section
408(a) of the Code, a tax-deferred annuity under Section 403(b) of the Code or a
qualified pension or profit sharing plan under 401(a) of the Code.

These Contracts may be purchased by completing the proper application form
and submitting it to the Distributor. (See "Contract Purchase.")

FREE LOOK PERIOD

You may cancel the Contract no later than 10 days after you receive it (or
as otherwise allowed by state law) by returning it to the Company with a written
notice of cancellation. We will produce a refund not later than seven days after
we receive the Contract and the written notice at our Home Office. Cancellations
requested after a customer receives the Contract will consist of a refund of the
Purchase Payment. (See "Purchase--Right to Cancel.")

INVESTMENT OPTIONS

The Company has established Variable Annuity Account C, a registered unit
investment trust, for the purpose of funding the variable portion of the
Contracts. The Separate Account is divided into Subaccounts which invest
directly in shares of the Funds described herein, as you designate. The Contract
allows investment in any or all of the Subaccounts, as well as in the Credited
Interest Options described below. For a complete list of the Funds available
under the Contracts, and a description of the investment objectives of each of
the Funds and their investment advisers, see "Investment Options--The Funds" in
this Prospectus, as well as the prospectuses for each of the Funds.

The Contract also provides for investment in Credited Interest Options which
allow you to earn fixed rates of interest that may vary periodically in the
Company's discretion. The fixed options available under the Contract are the
Guaranteed Interest Account, the Fixed Account, the Guaranteed Accumulation
Account and the MVA Fixed Account. (See the Appendices to this Prospectus.)

CHARGES AND DEDUCTIONS

Certain charges are associated with these Contracts. These charges include
daily deductions from the Separate Account (the mortality and expense risk
charges and an administrative expense charge), as well as any annual maintenance
fee, transfer fees, and premium and other taxes. The Funds also incur certain
fees and expenses which are deducted directly from the Funds. A deferred sales
charge may apply upon a full or partial withdrawal of the Contract Value. (See
the Fee Table and "Charges and Deductions.")

TRANSFERS

Prior to the Annuity Date, and subject to certain limitations, Contract
Values may be transferred among the Subaccounts and the Credited Interest
Options without charge. Transfers can be requested in writing or by telephone in
accordance with the Company's transfer procedures. (See Appendices I, II and III
for a full description of the restrictions applicable to transfers from the
Credited Interest Options.) (See "Transfers.")

- --------------------------------------------------------------------------------
SUMMARY - 1
<PAGE>
WITHDRAWALS

All or a part of the Contract Value may be withdrawn prior to the Annuity
Date by properly completing a disbursement form and sending it to the Company.
Certain charges may be assessed upon withdrawal. The withdrawal may also be
subject to income tax and a federal tax penalty. (See "Withdrawals.")

The Contract also offers certain Additional Withdrawal Options during the
Accumulation Period to persons meeting certain criteria. Additional Withdrawal
Options are not available in all states and may not be suitable in every
situation. (See "Additional Withdrawal Options.")

DEATH BENEFIT

A death benefit is payable if you die before the Annuity Date. Death benefit
proceeds will be paid to the Beneficiary in an amount equal to the Contract
Value. Until the election of a method of payment, the Contract Value will remain
invested under the Contract. The Beneficiary may elect to receive the proceeds
in a lump sum or under any of the payment options available under the Contract.
However, the Code requires that distributions begin within a certain time
period. (See "Death Benefit During Accumulation Period.")

After Annuity Payments have commenced, a death benefit may be payable to the
Beneficiary depending upon the terms of the Contract and the Annuity Option
selected. (See "Death Benefit Payable During the Annuity Period.")

THE ANNUITY PERIOD

On the Annuity Date, you may elect to begin receiving Annuity Payments.
Annuity Payments can be made on either a fixed, variable or combination fixed
and variable basis. If a variable payout is selected, the payments will vary
with the investment performance of the Subaccount(s) selected. The Company
reserves the right to limit the number of Subaccounts that may be available
during the Annuity Period. (See "Annuity Period.")

TAXES

Contributions and earnings are not generally taxed until you or your
beneficiary(ies) actually receive a distribution from the Contract. A 10%
federal tax penalty may be imposed on certain withdrawals. (See "Tax Status.")

INQUIRIES

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

<TABLE>
<S> <C>
- Write to: Aetna Life Insurance and Annuity Company
151 Farmington Avenue
Hartford, Connecticut 06156-1258
Attention: Customer Service

- Call Customer Service: 1-800-531-4547 (for Contract Values, automated
transfers or changes in allocation call:
1-800-262-3862)
</TABLE>

- --------------------------------------------------------------------------------
SUMMARY - 2
<PAGE>
FEE TABLE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

This Fee Table describes the various charges and expenses associated with the
Contract during the Accumulation Period. For amounts deducted during the Annuity
Period, see "Charges Deducted During the Annuity Period." No sales charge is
paid upon purchase of the Contract. Some expenses may vary as explained under
"Charges and Deductions." The charges and expenses shown below do not include
premium taxes that may be applicable. For more information regarding expenses
paid out of the assets of a particular Fund, see the Fund's prospectus.

DIRECT CHARGES. These charges are deducted directly from the Contract Value.
They include a Deferred Sales Charge, an Annual Maintenance Fee and an
Allocation and Transfer fee, each of which is described below:

DEFERRED SALES CHARGE. The deferred sales charge is deducted as a
percentage of the amount withdrawn and varies depending on the type of
Contract you own and whether the Purchase Payments were transferred from an
existing contract issued by us or one of our affiliates.

- SCHEDULE A illustrates deferred sales charges for internal
transfers from contracts issued by the Company under pension or
profit sharing retirement plans or tax-deferred annuity plans.
(For 1992 Contracts, this schedule applies only if you have not
been subject to a deferred sales charge under the prior
contract.) It also applies to all internal transfers from
Contracts issued by Aetna Life Insurance Company. The deferred
sales charge is based on the number of completed Contract Years
since the date of initial payment to the new Contract. This
Schedule also applies to all sales of the Contract in New York.

- SCHEDULE B illustrates deferred sales charges for 1992
Contracts for internal transfers from contracts issued by the
Company where you have been, or still are, subject to a deferred
sales charge. The deferred sales charge is based on the number
of completed Contract Years since the initial payment to the
predecessor Contract.

- SCHEDULE C illustrates deferred sales charges for 1994
Contracts for internal transfers from IRA or SEP Contracts
issued by the Company where you have been, or still are, subject
to a deferred sales charge. The Contract Holder enters the
deferred sales charge schedule at the percentage point
corresponding to the deferred sales charge applicable under the
predecessor Contract at the time of the exchange, and continues
from that point in the schedule. This Schedule also illustrates
all deferred sales charges for 1992 and 1994 Contracts not
covered by Schedule A or Schedule C (i.e., purchases not
connected with an internal transfer).

Your Contract Schedule page shows the Deferred Sales Charge Schedule that
applies to you. The total amount deducted for the deferred sales charge
will not exceed 8.5% of the total Purchase Payments applied to the
Contract. The Deferred Sales Charge is calculated as follows:

<TABLE>
<CAPTION>
SCHEDULE A
COMPLETED CONTRACT DEFERRED SALES
YEARS CHARGE DEDUCTION
- ------------------- ----------------
<S> <C>
Less than 1 1%
1 or more 0%
</TABLE>

- --------------------------------------------------------------------------------
FEE TABLE - 1
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE B
COMPLETED CONTRACT DEFERRED SALES
YEARS CHARGE DEDUCTION
- ---------------------------------------- ----------------
<S> <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%

SCHEDULE C
COMPLETED CONTRACT DEFERRED SALES
YEARS CHARGE DEDUCTION
- ---------------------------------------- ----------------
<S> <C>
Less than 2 6%
2 or more but less than 3 5%
3 or more but less than 4 4%
4 or more but less than 5 3%
5 or more but less than 6 2%
6 or more but less than 7 1%
7 or more 0%
</TABLE>

<TABLE>
<S> <C> <C>
ANNUAL CONTRACT MAINTENANCE FEE. The maintenance fee will generally be..................... $ 25.00
deducted annually from each Contract. For Contract Values of $10,000 or
greater, the maintenance fee will be $0.
ALLOCATION AND TRANSFER FEES. The Company currently allows an unlimited.................... $ 0
number of transfers or allocation changes without charge. However, we
reserve the right to assess a fee of $10.00 for each transfer in excess of
12 made during each Contract Year. (See "Transfers and Allocation
Changes.")
</TABLE>

INDIRECT CHARGES. Each Subaccount pays these expenses out of its assets. The
charges are reflected in the Subaccount's daily Accumulation Unit Value and are
not charged directly to your Contract Value. They include:

<TABLE>
<S> <C> <C>
MORTALITY AND EXPENSE RISK CHARGE. This illustrates the maximum mortality.................. 1.25%
and expense risk charge that can be deducted under the Contract. For the
1994 Contracts, the charge may be reduced to 1.15% under certain
circumstances. (See "Charges and Deductions.")

ADMINISTRATIVE EXPENSE CHARGE. We currently do not impose an administrative................ 0.00%
expense charge. However, we reserve the right to deduct a daily charge
from the Subaccounts, equivalent on an annual basis to not more than
0.25%.
---------
TOTAL SEPARATE ACCOUNT EXPENSES 1.25%
</TABLE>

- --------------------------------------------------------------------------------
FEE TABLE - 2
<PAGE>
ANNUAL EXPENSES OF THE FUNDS

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

<TABLE>
<CAPTION>
INVESTMENT OTHER
ADVISORY EXPENSES
FEES(1) (AFTER TOTAL FUND
(AFTER EXPENSE EXPENSE ANNUAL
REIMBURSEMENT) REIMBURSEMENT) EXPENSES
-------------- ----------- -----------
<S> <C> <C> <C>
Aetna Variable Fund
Aetna Income Shares
Aetna Variable Encore Fund
Aetna Investment Advisers Fund, Inc.
Aetna Ascent Variable Portfolio(2)
Aetna Crossroads Variable Portfolio(2)
Aetna Legacy Variable Portfolio(2)
Alger American Growth Portfolio
Alger American Small Cap Portfolio
Fidelity VIP II Contrafund
Portfolio(2)
Fidelity VIP Equity-Income
Portfolio(3)
Fidelity VIP Growth Portfolio(3)
Fidelity VIP Overseas Portfolio
Janus Aspen Aggressive Growth
Portfolio(4)
Janus Aspen Balanced Portfolio(4)
Janus Aspen Growth Portfolio(4)
Janus Aspen Short-Term Bond
Portfolio(4)
Janus Aspen Worldwide Growth
Portfolio(4)
Scudder International Portfolio
TCI Growth(5)
</TABLE>

- ------------------------
(1) Certain of the unaffiliated Fund advisers reimburse the Company for
administrative costs incurred in connection with administering the Funds as
variable funding options under the Contract. These reimbursements are paid
out of the investment advisory fees and are not charged to investors.
(2) This Fund has only limited operating history; therefore the expenses are
estimated for the current fiscal year.
(3) A portion of the brokerage commissions the Fund paid was used to reduce its
expenses. Without this reduction, total operating expenses would have been
_____% for the Equity-Income Portfolio and ______% for the Growth Portfolio.
(4) The expense figures shown are net of certain expense waivers from Janus
Capital Corporation. Without such waivers, 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: _____%, _____%, and
_____%, respectively, for Janus Aspen Balanced Portfolio; _____%, _____% and
_____%, respectively, for Janus Aspen Growth Portfolio; _____%, _____% and
_____%, respectively, for Janus Aspen Short-Term Bond Portfolio; and _____%,
_____% and _____%, respectively, for Janus Aspen Worldwide Growth Portfolio.
(5) 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.

- --------------------------------------------------------------------------------
FEE TABLE - 3
<PAGE>
HYPOTHETICAL ILLUSTRATION (EXAMPLE)

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

The following Examples illustrate the expenses that would have been paid
assuming a $1,000 investment in the Contract and a 5% return on assets. For the
purposes of these Examples, the maximum maintenance fee of $25.00 that can be
deducted under the Contract has been converted to a percentage of assets equal
to _____%.

<TABLE>
<CAPTION>
IF YOU WITHDRAW YOUR ENTIRE CONTRACT IF YOU WITHDRAW YOUR ENTIRE CONTRACT
VALUE AT THE END OF THE PERIODS VALUE AT THE END OF THE PERIODS
SHOWN, YOU WOULD PAY THE FOLLOWING SHOWN, YOU WOULD PAY THE FOLLOWING
EXPENSES, INCLUDING ANY APPLICABLE EXPENSES, INCLUDING ANY APPLICABLE
DEFERRED SALES CHARGE ASSESSED UNDER DEFERRED SALES CHARGE ASSESSED UNDER
SCHEDULE A: SCHEDULE B:

EXAMPLE A EXAMPLE B
------------------------------------- -------------------------------------
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
Aetna Income Shares
Aetna Variable Encore Fund
Aetna Investment Advisers Fund, Inc.
Aetna Ascent Variable Portfolio
Aetna Crossroads Variable Portfolio
Aetna Legacy Variable Portfolio
Alger American Growth Portfolio
Alger American Small Cap Portfolio
Fidelity VIP II Contrafund Portfolio
Fidelity VIP Equity-Income Portfolio
Fidelity VIP Growth Portfolio
Fidelity VIP Overseas Portfolio
Janus Aspen Aggressive Growth Portfolio
Janus Aspen Balanced Portfolio
Janus Aspen Growth Portfolio
Janus Aspen Short-Term Bond Portfolio
Janus Aspen Worldwide Growth Portfolio
Scudder International Portfolio
TCI Growth
</TABLE>

- --------------------------------------------------------------------------------
FEE TABLE - 4
<PAGE>

<TABLE>
<CAPTION>
IF YOU WITHDRAW YOUR ENTIRE CONTRACT
VALUE AT THE END OF THE PERIODS IF YOU DO NOT WITHDRAW YOUR CONTRACT
SHOWN, YOU WOULD PAY THE FOLLOWING VALUE, OR IF YOU ANNUITIZE DURING THE
EXPENSES, INCLUDING ANY APPLICABLE PERIODS SHOWN, YOU WOULD PAY THE
DEFERRED SALES CHARGE ASSESSED UNDER FOLLOWING EXPENSES (NO DEFERRED SALES
SCHEDULE C: CHARGE IS REFLECTED):*

EXAMPLE C EXAMPLE D
------------------------------------- -------------------------------------
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
Aetna Income Shares
Aetna Variable Encore Fund
Aetna Investment Advisers Fund, Inc.
Aetna Ascent Variable Portfolio
Aetna Crossroads Variable Portfolio
Aetna Legacy Variable Portfolio
Alger American Growth Portfolio
Alger American Small Cap Portfolio
Fidelity VIP II Contrafund Portfolio
Fidelity VIP Equity-Income Portfolio
Fidelity VIP Growth Portfolio
Fidelity VIP Overseas Portfolio
Janus Aspen Aggressive Growth Portfolio
Janus Aspen Balanced Portfolio
Janus Aspen Growth Portfolio
Janus Aspen Short-Term Bond Portfolio
Janus Aspen Worldwide Growth Portfolio
Scudder International Portfolio
TCI Growth
</TABLE>

- --------------------------
* This Example would not apply if a nonlifetime variable annuity option is
selected and a lump sum settlement is requested within three years (for 1992
Contracts) or 5 years (for 1994 Contracts) after annuity payments start since
the lump sum payment will be treated as a withdrawal during the Accumulation
Period and will be subject to any deferred sales charge that would then apply.
(See Example A, B or C, as applicable.)

- --------------------------------------------------------------------------------
FEE TABLE - 5
<PAGE>
CONDENSED FINANCIAL INFORMATION
(FOR CONTRACTS ISSUED AFTER MARCH 1994 WITH TOTAL SEPARATE ACCOUNT
ANNUAL EXPENSES OF 1.25%)*
(SELECTED DATA FOR ACCUMULATION UNITS OUTSTANDING THROUGHOUT EACH PERIOD)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

THE CONDENSED FINANCIAL INFORMATION PRESENTED BELOW FOR THE TWO YEARS ENDED
DECEMBER 31, 1995 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, 1995 AND THE INDEPENDENT AUDITORS' REPORT THEREON, ARE INCLUDED IN
THE STATEMENT OF ADDITIONAL INFORMATION.

<TABLE>
<CAPTION>
1995 1994
--------------- ---------------
<S> <C> <C>
AETNA VARIABLE FUND
Value at beginning of period $11.020
Value at end of period $10.778
Increase (decrease) in value of accumulation unit(1) (2.20)%(2)
Number of accumulation units outstanding at end of period 602,838
AETNA INCOME SHARES
Value at beginning of period $10.905
Value at end of period $10.360
Increase (decrease) in value of accumulation unit(1) (5.00)%(2)
Number of accumulation units outstanding at end of period 148,193
AETNA VARIABLE ENCORE FUND
Value at beginning of period $10.241
Value at end of period $10.528
Increase (decrease) in value of accumulation unit(1) 2.80 %(2)
Number of accumulation units outstanding at end of period 334,746
AETNA INVESTMENT ADVISERS FUND, INC.
Value at beginning of period $11.057
Value at end of period $10.868
Increase (decrease) in value of accumulation unit(1) (1.71)%(2)
Number of accumulation units outstanding at end of period 261,895
ALGER AMERICAN SMALL CAP PORTFOLIO
Value at beginning of period $ 9.959
Value at end of period $ 9.437
Increase (decrease) in value of accumulation unit(1) (5.24)%(2)
Number of accumulation units outstanding at end of period 208,784
FIDELITY EQUITY-INCOME PORTFOLIO
Value at beginning of period $10.000
Value at end of period $10.403
Increase (decrease) in value of accumulation unit(1) 4.03 %(3)
Number of accumulation units outstanding at end of period 100,574
FIDELITY GROWTH PORTFOLIO
Value at beginning of period $10.000
Value at end of period $10.472
Increase (decrease) in value of accumulation unit(1) 4.72 %(3)
Number of accumulation units outstanding at end of period 121,070
FIDELITY OVERSEAS PORTFOLIO
Value at beginning of period $10.000
Value at end of period $ 9.474
Increase (decrease) in value of accumulation unit(1) (5.26)%(3)
Number of accumulation units outstanding at end of period 54,387
SCUDDER INTERNATIONAL PORTFOLIO
Value at beginning of period $12.957
Value at end of period $12.687
Increase (decrease) in value of accumulation unit(1) (2.08)%(2)
Number of accumulation units outstanding at end of period 187,169
TCI GROWTH
Value at beginning of period $12.069
Value at end of period $11.781
Increase (decrease) in value of accumulation unit(1) (2.39)%(2)
Number of accumulation units outstanding at end of period 139,235
</TABLE>

* This Table applies to all Internal Rollover Contracts issued on or after March
23, 1994 and all External Rollover Contracts issued on or after March 29,
1994.

(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 charge or the fixed dollar annual
maintenance fee, if any. Inclusion of these charges would reduce the
investment results shown.

(2) Reflects less than a full year of performance activity. Funds were first
received in this option during April 1994.

(3) Reflects less than a full year of performance activity. Funds were first
received in this option during May 1994.

- --------------------------------------------------------------------------------
AUV HISTORY - 1
<PAGE>
CONDENSED FINANCIAL INFORMATION
(FOR CONTRACTS WITH TOTAL SEPARATE ACCOUNT ANNUAL EXPENSES OF 1.15%)
(SELECTED DATA FOR ACCUMULATION UNITS OUTSTANDING THROUGHOUT EACH PERIOD)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
1995 1994
--------------- ---------------
<S> <C> <C>
AETNA VARIABLE FUND
Value at beginning of period $10.875
Value at end of period $10.791
Increase (decrease) in value of accumulation unit(1) (0.77)%(3)
Number of accumulation units outstanding at end of period 110,420
AETNA INCOME SHARES
Value at beginning of period $10.367
Value at end of period $10.373
Increase (decrease) in value of accumulation unit(1) 0.06 %(3)
Number of accumulation units outstanding at end of period 16,110
AETNA VARIABLE ENCORE FUND
Value at beginning of period $10.484
Value at end of period $10.541
Increase (decrease) in value of accumulation unit(1) 0.54 %(4)
Number of accumulation units outstanding at end of period 9,736
AETNA INVESTMENT ADVISERS FUND, INC.
Value at beginning of period $10.951
Value at end of period $10.880
Increase (decrease) in value of accumulation unit(1) (0.65)%(4)
Number of accumulation units outstanding at end of period 49,333
ALGER AMERICAN SMALL CAP PORTFOLIO
Value at beginning of period $ 9.202
Value at end of period $ 9.450
Increase (decrease) in value of accumulation unit(1) 2.70 %(2)
Number of accumulation units outstanding at end of period 22,052
FIDELITY EQUITY-INCOME PORTFOLIO
Value at beginning of period $10.000
Value at end of period $10.409
Increase (decrease) in value of accumulation unit(1) 4.09 %(2)
Number of accumulation units outstanding at end of period 43,852
FIDELITY GROWTH PORTFOLIO
Value at beginning of period $10.000
Value at end of period $10.479
Increase (decrease) in value of accumulation unit(1) 4.79 %(4)
Number of accumulation units outstanding at end of period 32,592
FIDELITY OVERSEAS PORTFOLIO
Value at beginning of period $10.000
Value at end of period $ 9.480
Increase (decrease) in value of accumulation unit(1) (5.20)%(4)
Number of accumulation units outstanding at end of period 5,098
SCUDDER INTERNATIONAL PORTFOLIO
Value at beginning of period $13.433
Value at end of period $12.701
Increase (decrease) in value of accumulation unit(1) (5.45)%(2)
Number of accumulation units outstanding at end of period 23,840
TCI GROWTH
Value at beginning of period $11.910
Value at end of period $11.794
Increase (decrease) in value of accumulation unit(1) (0.97)%(3)
Number of accumulation units outstanding at end of period 4,486
</TABLE>

(2) Reflects less than a full year of performance activity. Funds were first
received in this option during September 1994.

(3) Reflects less than a full year of performance activity. Funds were first
received in this option during October 1994.

(4) Reflects less than a full year of performance activity. Funds were first
received in this option during November 1994.

- --------------------------------------------------------------------------------
AUV HISTORY - 2
<PAGE>
CONDENSED FINANCIAL INFORMATION
(1992 CONTRACTS ISSUED PRIOR TO MARCH 1994)*
(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, 1995 (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, 1995 AND THE INDEPENDENT
AUDITORS' REPORT THEREON, ARE INCLUDED IN THE STATEMENT OF ADDITIONAL
INFORMATION.
<TABLE>
<CAPTION>
1995 1994 1993 1992 1991
------------ ------------ ------------ ------------ ------------

<S> <C> <C> <C> <C> <C>
AETNA VARIABLE FUND
Value at beginning of period $107.925 $102.383 $97.165 $77.845
Value at end of period $105.558 $107.925 $102.383 $97.165
Increase (decrease) in value of
accumulation unit(1) (2.19)% 5.41% 5.37% 24.82%
Number of accumulation units outstanding
at end of period 13,966,072 21,148,863 24,201,565 20,948,226

AETNA INCOME SHARES
Value at beginning of period $42.283 $39.038 $36.789 $31.192
Value at end of period $40.173 $42.283 $39.038 $36.789
Increase (decrease) in value of
accumulation unit(1) (4.99)% 8.31% 6.11% 17.94%
Number of accumulation units outstanding
at end of period 5,108,720 8,210,666 8,507,292 7,844,412

AETNA VARIABLE ENCORE FUND
Value at beginning of period $35.282 $34.619 $33.812 $32.138
Value at end of period $36.271 $35.282 $34.619 $33.812
Increase (decrease) in value of
accumulation unit(1) 2.80% 1.92% 2.39% 5.21%
Number of accumulation units outstanding
at end of period 3,679,802 5,086,515 7,534,662 8,430,082

AETNA INVESTMENT
ADVISERS FUND, INC.
Value at beginning of period $14.519 $13.379 $12.736 $10.896
Value at end of period $14.270 $14.519 $13.379 $12.736
Increase (decrease) in value of
accumulation unit(1) (1.71)% 8.52% 5.05% 16.89%
Number of accumulation units outstanding
at end of period 21,990,186 30,784,750 34,802,433 22,898,099

TCI GROWTH
Value at beginning of period $10.463 $10.000(3)
Value at end of period $10.213 $10.463
Increase (decrease) in value of
accumulation unit(1) (2.39)% 4.63%
Number of accumulation units outstanding
at end of period 12,096,731 12,272,152

<CAPTION>
1990 1989 1988 1987 1986
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
AETNA VARIABLE FUND
Value at beginning of period $76,311 $59.871 $52.885 $50.760 $43.205
Value at end of period $77.845 $76.311 $59.871 $52.885 $50.760
Increase (decrease) in value of
accumulation unit(1) 2.01% 27.46% 13.21% 4.19% 17.49%
Number of accumulation units outstanding
at end of period 18,362,906 17,142,820 16,455,396 16,497,406 16,578,251
AETNA INCOME SHARES
Value at beginning of period $28.943 $25.574 $24.061 $23.308 $20.703
Value at end of period $31.192 $28.943 $25.574 $24.061 $23.308
Increase (decrease) in value of
accumulation unit(1) 7.77% 13.17% 6.29% 3.23% 12.58%
Number of accumulation units outstanding
at end of period 6,984,793 6,202,834 5,955,293 5,372,271 6,188,470
AETNA VARIABLE ENCORE FUND
Value at beginning of period $30.012 $27.783 $26.171 $24.812 $23.504
Value at end of period $32.138 $30.012 $27.783 $26.171 $24.812
Increase (decrease) in value of
accumulation unit(1) 7.08% 8.02% 6.16% 5.48% 5.57%
Number of accumulation units outstanding
at end of period 10,220,110 8,286,033 8,154,644 7,326,151 6,692,947
AETNA INVESTMENT
ADVISERS FUND, INC.
Value at beginning of period $10.437 $10.000(2)
Value at end of period $10.896 $10.437
Increase (decrease) in value of
accumulation unit(1) 4.40% 4.37%
Number of accumulation units outstanding
at end of period 17,078,985 9,535,986
TCI GROWTH
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>

* This Table applies to 1992 Internal Rollover Contracts issued prior to March
23, 1994 and 1992 External Rollover Contracts issued prior to March 29, 1994.

(2) The initial Accumulation Unit value was established at $10.000 on June 23,
1989, the date on which the Fund commenced operations.

(3) The initial Accumulation Unit value was established at $10.000 on February
1, 1993, the date on which the Portfolio became available under the
Contract.

- --------------------------------------------------------------------------------
AUV HISTORY - 3
<PAGE>
THE COMPANY
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

Aetna Life Insurance and Annuity Company (the "Company") is the issuer of
the Contract, and as such, it is responsible for providing the insurance and
annuity benefits under the Contract. The Company is a stock life insurance
company organized under the insurance laws of the State of Connecticut in 1976.
Through a merger, it succeeded to the business of Aetna Variable Annuity Life
Insurance Company (formerly Participating Annuity Life Insurance Company, an
Arkansas life insurance company organized in 1954). The Company is engaged in
the business of issuing life insurance policies and variable annuity contracts
in all states of the United States. The Company's principal executive offices
are located at 151 Farmington Avenue, Hartford, Connecticut 06156.

The Company is a wholly owned subsidiary of Aetna Retirement Services, Inc.,
which is in turn a wholly owned subsidiary of Aetna Life and Casualty Company, a
diversified financial services company.

VARIABLE ANNUITY ACCOUNT C
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

The Company established Variable Annuity Account C (the "Separate Account")
in 1976 as a segregated asset account for the purpose of funding its variable
annuity contracts. The Separate Account is registered as a unit investment trust
under the Investment Company Act of 1940 (the "1940 Act"), and meets the
definition of "separate account" under the federal securities laws. The Separate
Account is divided into "subaccounts" which do not invest directly in stocks,
bonds or other investments. Instead, each Subaccount buys and sells shares of a
corresponding Fund.

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

INVESTMENT OPTIONS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

THE FUNDS

Purchase Payments may be allocated to one or more of the Subaccounts as
designated on the application. In turn, the Subaccounts invest in the
corresponding Funds at net asset value.

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

The investment results of the Funds described below are likely to differ
significantly and there is no assurance that any of the Funds will achieve their
respective investment objectives. Except where otherwise noted, all of the Funds
are diversified, as defined in the 1940 Act.

- -AETNA VARIABLE FUND seeks to maximize total return through investments in a
diversified portfolio of common stocks and securities convertible into common
stock.(1)

- -AETNA INCOME SHARES seeks to maximize total return, consistent with reasonable
risk, through investments in a diversified portfolio consisting primarily of
debt securities.(1)

- -AETNA VARIABLE ENCORE FUND seeks to provide high current return, consistent
with preservation of capital and liquidity, through investment in high-quality
money market instruments. An investment in the Fund is neither insured nor
guaranteed by the U.S. Government.(1)

- -AETNA INVESTMENT ADVISERS FUND, INC. is a managed fund which seeks to maximize
investment return consistent with reasonable safety of principal by

- --------------------------------------------------------------------------------
1
<PAGE>
investing in one or more of the following asset classes: stocks, bonds and cash
equivalents based on the Company's judgment of which of those sectors or mix
thereof offers the best investment prospects.(1)

- -AETNA GENERATION PORTFOLIOS, INC.--AETNA ASCENT VARIABLE PORTFOLIO seeks to
provide capital appreciation by allocating its investments among equities and
fixed income securities. The Portfolio is managed for investors who generally
have an investment horizon exceeding 15 years, and who have a high level of
risk tolerance.(1)

- -AETNA GENERATION PORTFOLIOS, INC.--AETNA CROSSROADS 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. The Portfolio is managed for investors who generally have an
investment horizon exceeding 10 years and who have a moderate level of risk
tolerance.(1)

- -AETNA GENERATION PORTFOLIOS, INC.--AETNA LEGACY VARIABLE PORTFOLIO seeks to
provide total return consistent with preservation of capital by allocating its
investments among equities and fixed income securities. The Portfolio is
managed for investors who generally have an investment horizon exceeding five
years and who have a low level of risk tolerance.(1)

- -ALGER AMERICAN FUND--ALGER AMERICAN GROWTH PORTFOLIO seeks long-term capital
appreciation by investing in a diversified, actively managed portfolio of
equity securities. The Portfolio primarily invests in equity securities which
have a market capitalization of $1 billion or greater.(2)

- -ALGER AMERICAN FUND--ALGER AMERICAN SMALL CAPITALIZATION PORTFOLIO seeks
capital return through investment in common stock of smaller companies offering
the potential for significant price gain. The Portfolio invests at least 65% of
its net assets in equity securities of companies that have total market
capitalization of less than $1 billion at the time of purchase.(2)

- -FIDELITY INVESTMENTS' VARIABLE INSURANCE PRODUCTS FUND II--CONTRAFUND PORTFOLIO
seeks maximum total return over the long term by investing in securities of
companies that are undervalued or out-of-favor.(3)

- -FIDELITY INVESTMENTS' VARIABLE INSURANCE PRODUCTS FUND--EQUITY-INCOME PORTFOLIO
seeks reasonable income by investing primarily in income-producing equity
securities. In selecting investments, the Fund also considers the potential for
capital appreciation.(3)

- -FIDELITY INVESTMENTS' VARIABLE INSURANCE PRODUCTS FUND--GROWTH PORTFOLIO seeks
capital appreciation by investing mainly in common stocks, although its
investments are not restricted to any one type of security.(3)

- -FIDELITY INVESTMENTS VARIABLE INSURANCE PRODUCTS FUND--OVERSEAS PORTFOLIO seeks
long-term growth by investing mainly in foreign securities (at least 65% of the
Fund's total assets in securities of issuers from at least three countries
outside of North America).(3)

- -JANUS ASPEN SERIES--AGGRESSIVE GROWTH PORTFOLIO is a NONDIVERSIFIED portfolio
that seeks long-term growth of capital in a manner consistent with the
preservation of capital. The Portfolio pursues its investment objective by
normally investing at least 50% of its equity assets in securities issued by
medium-sized companies. Medium-sized companies are those whose market
capitalizations fall within the range of companies in the S&P MidCap 400 Index,
which as of ____ included companies with capitalizations between approximately
____ and ____, but which is expected to change on a regular basis.(4)

- -JANUS ASPEN SERIES--BALANCED PORTFOLIO seeks long-term capital growth,
consistent with preservation of capital and balanced by current income. The
Portfolio pursues its investment objective by investing 40%-60% of its assets
in equity securities selected primarily for their growth potential and 40%-60%
of its assets in fixed-income securities.(4)

- -JANUS ASPEN SERIES--GROWTH PORTFOLIO seeks long-term growth of capital in a
manner consistent with the preservation of capital. The Portfolio pursues its
investment objective by investing in common stocks of companies of any size.(4)

- -JANUS ASPEN SERIES--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.(4)

- -JANUS ASPEN SERIES--WORLDWIDE GROWTH PORTFOLIO seeks long-term growth of
capital in a manner consistent with preservation of capital. The Portfolio
pursues its investment objective primarily through investments in common stocks
of foreign and domestic issuers.(4)

- --------------------------------------------------------------------------------
2
<PAGE>
- -SCUDDER VARIABLE LIFE INVESTMENT FUND-- INTERNATIONAL PORTFOLIO seeks long-term
growth of capital primarily through diversified holdings of marketable foreign
equity investments.(5)

- -TCI PORTFOLIOS, INC.--TCI GROWTH (A TWENTIETH CENTURY FUND) seeks capital
growth. The Fund seeks to achieve its objective 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 the Fund's investment manager, have better than average potential
for appreciation.(6)

Investment Advisers for each of the Funds:
(1) Aetna Life Insurance and Annuity Company
(2) Fred Alger Management, Inc.
(3) Fidelity Management & Research Company
(4) Janus Capital Corporation
(5) Scudder, Stevens & Clark, Inc.
(6) Investors Research Corporation

RISKS ASSOCIATED WITH INVESTMENT IN THE FUNDS. Some of the Funds may use
instruments known as derivatives as part of their investment strategies. The use
of certain derivatives may involve high risk of volatility to a Fund, and the
use of leverage in connection with such derivatives can also increase risk of
losses. Some of the Funds may also invest in foreign or international securities
which involve greater risks than U.S. investments.

More comprehensive information, including a discussion of potential risks,
is found in the respective Fund prospectuses which accompany this Prospectus.
You should read the Fund prospectuses and consider carefully, and on a
continuing basis, which Fund or combination of Funds is best suited to your
long-term investment objectives.

CONFLICTS OF INTEREST (MIXED AND SHARED FUNDING). Shares of the Funds are
sold to each of the Subaccounts for funding the variable annuity contracts
issued by the Company. Shares of the Funds may also be sold to other insurance
companies for the same purpose. This is referred to as "shared funding." Shares
of the Funds may also be used for funding variable life insurance contracts
issued by the Company or by third parties. This is referred to as "mixed
funding."

Because the Funds available under the Contract are sold to fund variable
annuity contracts and variable life insurance policies issued by us or by other
companies, certain conflicts of interest could arise. If a conflict of interest
were to occur, one of the separate accounts might withdraw its investment in a
Fund, which might force that Fund to sell portfolio securities at
disadvantageous prices, causing its per share value to decrease. Each Fund's
Board of Directors or Trustees has agreed to monitor events in order to identify
any material irreconcilable conflicts which might arise and to determine what
action, if any, should be taken to address such conflict.

CREDITED INTEREST OPTIONS

Purchase Payments may be allocated to one or more of the Credited Interest
Options available under the Contract as described below.

- - The Guaranteed Interest Account is a part of the Company's general account and
guarantees a minimum interest rate, as specified in the Contract. The Company
may credit higher interest rates in its discretion. (See Appendix I.)

- - The Fixed Account is also a part of the Company's general account. The Fixed
Account guarantees a minimum interest rate, as specified in the Contract. The
Company may credit higher interest rates from time to time. Transfers from the
Fixed Account are limited. (See Appendix II.)

- - The Guaranteed Accumulation Account (GAA) is a Credited Interest Option
through which we guarantee stipulated rates of interest for stated periods of
time. Amounts must remain in GAA for the full guaranteed term to received the
quoted interest rates, or a market value adjustment (which may be positive or
negative) will be applied. (See Appendix III.)

- - The Fixed Account with Market Value Adjustment ("MVA Fixed Account")
guarantees a minimum interest rate, as specified in the Contract, subject to a
market value adjustment upon withdrawal. Transfers and withdrawals from this
option are limited. (See Appendix IV.)

- --------------------------------------------------------------------------------
3
<PAGE>
PURCHASE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

CONTRACT AVAILABILITY

The Contracts described in this Prospectus are intended to be used as
Individual Retirement Annuities. The Contracts will accept annual contributions
to an IRA including contributions pursuant to the provisions of a Simplified
Employee Pension Plan ("SEP"). The Contracts can also accept transfers and
rollovers from other Individual Retirement Annuities/Individual Retirement
Accounts, as well as tax deferred annuities and qualified pension/profit sharing
plans under Section 401(a) of the Code.

CONTRACT PURCHASE

These Contracts may be purchased by completing the proper application form
and submitting it to the Company. The Company must accept or reject the
application within two business days of receipt. If the application is
incomplete, the Company may hold any forms and accompanying Purchase Payments
for five days. Purchase Payments may be held for longer periods only with the
consent of the Contract Holder, pending acceptance of the application.

PURCHASE PAYMENTS

The initial Purchase Payment is credited at the Accumulation Unit Value for
the Valuation Period in which the Purchase Payment and an application, in good
order, are received at the Company's Home Office. Subsequent Purchase Payments
(if any) are credited to the Contract at the Accumulation Unit value(s)
determined on the next Valuation Date following our receipt of such Purchase
Payment.

The minimum initial rollover amount required to establish a Contract is
$1,500. The Contract may accept additional rollovers and/or Purchase Payments as
long as they meet the minimum amount established from time to time by us.
Installment Purchase Payments must be at least $85 per month or $1,000 annually.
(Monthly installments must be made via Automatic Bank Check Plan.)

The Code imposes a maximum limit on annual Purchase Payments which may be
excluded from your gross income. (See Appendix V.)

ALLOCATION OF PURCHASE PAYMENTS. Purchase Payments will initially be
allocated to the Subaccounts or Credited Interest Options as specified by the
Contract Holder on the application. Changes in such allocation may be made in
writing or by telephone transfer. Allocations must be in whole percentages, and
there may be limitations on the number of investment options that can be
selected during the Accumulation Period. (See "Transfers.")

RIGHT TO CANCEL

CHARGES AND DEDUCTIONS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

DAILY DEDUCTIONS FROM THE SEPARATE ACCOUNT

MORTALITY AND EXPENSE RISK CHARGE. The Company makes a daily deduction from
each of the Subaccounts for the mortality and expense risk charge. The Charge is
equal, on an annual basis, to 1.25% of the daily net assets of the Subaccounts
and compensates the Company for the assumption of the mortality and expense
risks under the Contract. Under the 1994 Contracts, the Company will reduce the
charge to 1.15% provided one of the following conditions are met: (1) the
Contract has remained in the Accumulation Period for 10 years following the
initial Purchase Payment; or (2) if $250,000 or more is applied as the initial
Purchase Payment; or (3) if the Contract's Value at the Contract Year
anniversary is at least $250,000. The mortality risks are those assumed for our
promise to make lifetime payments according to annuity rates specified in the
Contract. The expense risk is the risk that the actual expenses for costs
incurred under the Contract will exceed the maximum costs that can be charged
under the Contract.

- --------------------------------------------------------------------------------
4
<PAGE>
If the amount deducted for mortality and expense risks is not sufficient to
cover the mortality costs and expense shortfalls, the loss is borne by the
Company. If the deduction is more than sufficient, the excess may be used to
recover distribution expenses relating to the Contracts and as a source of
profit to the Company. The Company expects to make a profit from the mortality
and expense risk charge.

ADMINISTRATIVE EXPENSE CHARGE. The Company reserves the right to make a
deduction from each of the Subaccounts for an administrative expense charge. The
administrative expense charge compensates the Company for administrative
expenses that exceed revenues from the maintenance fee described below. The
charge is set at a level which does not exceed the average expected cost of the
administrative services to be provided while the Contract is in force. The
Company does not expect to make a profit from this charge.

Under the Contract, the amount of the administrative expense charge may be
an amount equal, on an annual basis, to a maximum of 0.25% of the daily net
assets of the Subaccounts. There is currently no administrative expense charge
during the Accumulation Period or Annuity Period. Once an Annuity option is
elected, the charge will be established and will be effective during the entire
Annuity Period.

MAINTENANCE FEE

During the Accumulation Period, the Company will deduct an annual
maintenance fee from the Contract Value. The maintenance fee is to reimburse the
Company for some of its administrative expenses relating to the establishment
and maintenance of the Contracts.

The maintenance fee under the Contract is $25. The maintenance fee is
determined annually based on the Contract Value on the last day of the Contract
Year. If the Contract Value is $10,000 or greater, the annual maintenance fee is
zero. The maintenance fee will be deducted on a pro rata basis from each
Subaccount in which you have an interest.

DEFERRED SALES CHARGE

Withdrawals of all or a portion of the Contract Value may be subject to a
deferred sales charge. The deferred sales charge is a percentage of the amount
withdrawn from the Subaccounts and the Credited Interest Options in which you
have an interest. As set forth in the tables below, the length of the deferred
sales charge schedule will vary depending on the type of Contract.

SCHEDULE A applies to 1994 Contracts established with amounts that were
transferred or rolled over from an existing Contract issued by the Company where
you have participated under a pension or profit sharing retirement plan or a
tax-deferred annuity plan, and to 1992 Contracts established with amounts
transferred from such contracts only where you have not been subject to a
deferred sales charge under the prior Contract. It also applies to all Contracts
established with amounts that were transferred from an existing contract issued
by Aetna Life Insurance Company (one of our affiliates) and all sales of the
Contract in New York. The deferred sales charge is based on the number of
completed Contract Years since the date of initial payment to the new Contract.

<TABLE>
<CAPTION>
SCHEDULE A
COMPLETED CONTRACT DEFERRED SALES
YEARS CHARGE DEDUCTION
------------------- ----------------
<C> <C>
Less than 1 1%
1 or more 0%
</TABLE>

SCHEDULE B applies to 1992 Contracts established with amounts that were
transferred from an existing Contract issued by the Company where the Contract
Holder has been, or still is, subject to a deferred sales charge. The beginning
deferred sales charge will correspond to the deferred sales charge applicable
under the predecessor contract to determine completed Contract Years.

<TABLE>
<CAPTION>
SCHEDULE B
COMPLETED CONTRACT DEFERRED SALES
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>

SCHEDULE C applies to 1994 Contracts established with amounts that were
transferred from an IRA or SEP Contract issued by us where you have been, or
still are, subject to a deferred sales charge. The Contract Holder enters the
deferred sales charge schedule at the percentage point corresponding to the
deferred sales charge applicable under the predecessor contract at the time of
the exchange, and continues from that point in the

- --------------------------------------------------------------------------------
5
<PAGE>
Schedule. Schedule B also applies to all new purchases that are not covered by
Schedule A or Schedule C (i.e., purchase not connected with an internal
transfer).

<TABLE>
<CAPTION>
SCHEDULE C
COMPLETED CONTRACT DEFERRED SALES
YEARS CHARGE DEDUCTION
---------------------------------------- ----------------
<C> <C>
Less than 2 6%
2 or more but less than 3 5%
3 or more but less than 4 4%
4 or more but less than 5 3%
5 or more but less than 6 2%
6 or more but less than 7 1%
7 or more 0%
</TABLE>

A deferred sales charge will not be deducted from any portion of the
Contract Value if the withdrawal is:

- - applied to provide Annuity benefits;

- - paid due to your death;

- - withdrawn due to the election of an Additional Withdrawal Option (see
"Additional Withdrawal Options");

- - paid where the Contract Value is $2,500 or less and no amount has been
withdrawn from that Contract, within the prior 12 months;

- - paid in an amount of 10% or less of the current Contract Value. This applies
only to the first partial withdrawal in each calendar year. The 10% amount
will be calculated using the Contract Value on the date the request is
received in good order at our Home Office. When an Additional Withdrawal
Option is elected, this provision includes any amounts paid under that
election. This provision is available only if you are at least age 59 1/2. It
does not apply to full withdrawals, unless required by state law; or

- - withdrawn under Contracts issued in those states where we are required by law
to allow for the first 10% of the first withdrawal request in a calendar year
to be free of any deferred sales charge if you are 59 1/2 years old or older.

The deduction for the deferred sales charge will not exceed 8.5% of the
total Purchase Payments actually made to the Contract. The Company does not
anticipate that the deferred sales charge will cover all sales and
administrative expenses which it incurs in connection with the Contract. The
difference will be covered by the general assets of the Company, which are
attributable, in part, to mortality and expense risk charges under the Contract
described above.

FUND EXPENSES

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

PREMIUM AND OTHER TAXES

Several states and municipalities impose a premium tax on annuities. These
taxes currently range from 0% to 4%. The Company reserves the right to deduct
premium tax against Purchase Payments or Contract Values at any time, but no
earlier than when we have a tax liability under state law. The Company's current
practice is to deduct for premium taxes at the time of complete withdrawal or
annuitization. In addition to the premium tax, the Company reserves the right to
assess a charge for any state or federal taxes due against the Contract or the
Separate Account assets. (See "Tax Status.")

Any municipal premium tax assessed at a rate in excess of 1% will be
deducted from the Purchase Payment(s) or from the amount applied to an Annuity
Option based upon our determination of when such tax is due. We will absorb any
municipal premium tax that is assessed at 1% or less. We reserve the right,
however, to reflect this added expense in our annuity purchase rates for
residents of such municipalities.

CONTRACT VALUATION
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

CONTRACT VALUE

Until the Annuity Date, the Contract Value is the total dollar value of
amounts held in your Account as of any Valuation Date. The Contract Value at any
given time is based on the value of the units held in each Subaccount, plus the
value of amounts held in any of the Credited Interest Options.

- --------------------------------------------------------------------------------
6
<PAGE>
ACCUMULATION UNITS

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

Initial Purchase Payments will be credited to your Contract as described
under "Purchase Payments." Each subsequent Purchase Payment (or amount
transferred) will be credited to your Contract at the AUV computed on the next
Valuation Date following our receipt of your payment or transfer request. The
value of an Accumulation Unit may increase or decrease.

NET INVESTMENT FACTOR

The net investment factor is used to measure the investment performance of a
Subaccount from one Valuation Date to the next. The net investment factor for a
Subaccount for any valuation period is equal to the sum of 1.0000 plus the net
investment rate. The net investment rate equals:

(a) the net assets of the Fund held by the Subaccount on the current Valuation
Date, minus

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

(d) the AUV of the Subaccount on the preceding Valuation Date, minus

(e) a daily charge at the annual effective rate of 1.25% (or 1.15%, as
applicable) for mortality and expense risks and up to 0.25% as an administrative
expense charge (currently 0%).

The net investment rate may be either positive or negative.

TRANSFERS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

At any time prior to the Annuity Date, you can transfer amounts held under
your Contract from one Subaccount to another. Transfers between the Credited
Interest Options and the Subaccounts are subject to certain restrictions. (See
Appendices I, II and III.) A request for transfer can be made either in writing
or by telephone. The telephone transfer privilege is available automatically; no
special election is necessary. All transfers must be in accordance with the
terms of the Contract.

The Company currently allows unlimited transfers of accumulated amounts to
available investment options without charge. However, the Company reserves the
right to impose an additional fee if more than 12 such changes are made in any
calendar year. The total number of investment options that you may select during
the Accumulation Period may be limited, as set forth on your application.
Additionally, some Contracts provide that no more than ten investment choices
may be selected at any given time. Any transfer will be based on the
Accumulation Unit Value next determined after the Company receives a valid
transfer request at its Home Office. Transfers are currently not available
during the Annuity Period; however, they may be available under some Annuity
Options beginning later in 1996. (See "Annuity Period--Annuity Options.")

DOLLAR COST AVERAGING PROGRAM

You may establish automated transfers of Funds from one Subaccount to
another Subaccount on a monthly basis through the Company's Dollar Cost
Averaging Program. Dollar Cost Averaging is a system for investing a fixed
amount of money at regular intervals over a period of time. Dollar Cost
Averaging does not ensure a profit nor guarantee against loss in a declining
market. You should consider your financial ability to continue purchases through
periods of low price levels. Please refer to the Inquiries section of the
prospectus summary which describes how you can obtain further information.

- --------------------------------------------------------------------------------
7
<PAGE>
WITHDRAWALS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

All or a portion of the Contract Value may be withdrawn at any time during
the Accumulation Period. To request a withdrawal, you must properly complete a
disbursement form and send it to our Home Office. Payments for withdrawal
requests will be made in accordance with SEC requirements, but normally not
later than seven calendar days following our receipt of a disbursement form.

Withdrawals may be requested in one of the following forms:

- -FULL WITHDRAWAL OF THE CONTRACT: The amount paid for a full withdrawal will be
the Contract Value allocated to the Subaccounts, the Guaranteed Accumulation
Account (plus or minus a market value adjustment) (see Appendix III), the
Guaranteed Interest Account and the Fixed Account, minus any applicable
deferred sales charge. See Appendix IV for a discussion of withdrawals from the
Fixed Account with Market Value Adjustment.

- -PARTIAL WITHDRAWALS (Percentage): The amount paid will be the percentage of the
Contract Value requested minus any applicable deferred sales charge.

- -PARTIAL WITHDRAWAL (Specified Dollar Amount): The amount paid will be the
dollar amount requested. However, the amount withdrawn from the Contract will
equal the amount requested plus any applicable deferred sales charge.

For any partial withdrawal, the value of the Accumulation Units canceled
will be withdrawn proportionately from the Subaccounts or Credited Interest
Options in which your Purchase Payments are allocated, unless you request
otherwise in writing. All amounts paid will be based on the Contract Value as of
the next Valuation Date after we receive a request for withdrawal at our Home
Office, or on such later date as the disbursement form may specify.

REINVESTMENT PRIVILEGE

You may elect to reinvest all or a portion of the proceeds received from a
full withdrawal of your Contract within 30 days after such withdrawal has been
made. Accumulation Units will be credited to the Contract for the amount
reinvested, as well as any applicable maintenance fee and any deferred sales
charge imposed at the time of withdrawal. Any maintenance fee which falls due
after the withdrawal and before the reinvestment will be deducted from the
amounts reinvested. Reinvested amounts will be reallocated to the applicable
investment options in the same proportion as they were allocated at the time of
withdrawal. Accumulation Units will be credited to your Contract based on the
Accumulation Unit Value next computed following our receipt of your request
along with the amount to be reinvested. The reinvestment privilege may be used
only once. For a discussion of amounts withdrawn from GIA and GAA and then
reinvested see Appendices I and III, respectively. If you are contemplating
reinvestment, you should seek competent advice regarding the tax consequences
associated with such a transaction.

ADDITIONAL WITHDRAWAL OPTIONS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

The Company offers certain withdrawal options under the Contract that are
not considered Annuity Options ("Additional Withdrawal Options"). To exercise
these options, your Contract Value must meet the minimum dollar amounts and age
criteria applicable to that option.

The Additional Withdrawal Options currently available under the Contract
include the following:

- -SWO--SYSTEMATIC WITHDRAWAL OPTION. SWO is a series of partial withdrawals from
your Contract based on a payment method you select. It is designed for those
who want a periodic income while retaining investment flexibility for amounts
accumulated under a Contract. The first distribution may not be made before you
attain age 59 1/2.

- -ECO--ESTATE CONSERVATION OPTION. ECO offers the same investment flexibility as
SWO but is designed for those who want to receive only the minimum distribution
that the Code requires each year. Under ECO, the Company calculates the minimum
distribution amount required by law at age 70 1/2, and pays you that amount
once a year. (See "Tax Status.")

Other Additional Withdrawal Options may be added from time to time.
Additional information relating to any

- --------------------------------------------------------------------------------
8
<PAGE>
of the Additional Withdrawal Options may be obtained from your local
representative or from the Company at its Home Office.

If you select one of the Additional Withdrawal Options, you will retain all
of the rights and flexibility permitted under the Contract during the
Accumulation Period. Your Contract Value will continue to be subject to the
charges and deductions described in this Prospectus.

Once you elect an Additional Withdrawal Option, you may revoke it any time
by submitting a written request to our Home Office. Once an option is revoked,
it may not be elected again nor may any other Additional Withdrawal Option be
elected unless permitted by the Code. The Company reserves the right to
discontinue the availability of one or all of these Additional Withdrawal
Options at any time, and/or to change the terms of future elections.

DEATH BENEFIT DURING ACCUMULATION PERIOD
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

The Contract provides that a death benefit is payable to the
Beneficiary(ies) upon your death before the Annuity Date. The amount of the
death benefit will be equal to the Contract Value. Death benefit proceeds may be
paid to the Beneficiary:

- - in a lump sum;

- - in accordance with any of the Annuity Options available under the Contract; or

- - under any Additional Withdrawal Options available under the Contract (if the
Beneficiary is your spouse).

The Beneficiary may instead elect one of the following two options; however,
the Code limits how long the death benefit proceeds may be left in these options
(see below):

- - to leave the Contract Value invested in the Contract; or

- - to leave the Contract Value on deposit in the Company's general account, and
to receive monthly, quarterly, semi-annual or annual interest payments at the
interest rate then being credited on such deposits. The balance on deposit can
be withdrawn at any time or applied to an Annuity Option.

When paying the Beneficiary, we will determine the Contract Value on the
Valuation Date following the date on which we receive proof of death acceptable
to the Company. Interest, if any, will be paid from the date of death at a rate
no less than required by law. We will mail payment to the Beneficiary within
seven days after we receive proof of death.

The Code requires that distribution of death proceeds begin within a certain
period of time. Generally, either payments must begin by December 31 of the year
following the year of your death, or the entire value of your benefits must be
distributed by December 31 of the fifth year following the year of your death.
If your Beneficiary is your spouse, he or she is not required to begin
distributions until the year you would have attained age 70 1/2. In no event may
payments extend beyond the life expectancy of the Beneficiary or any period
greater than the Beneficiary's life expectancy. If no elections are made, no
distributions will be made. Failure to commence distributions within the above
time periods can result in tax penalties. Regardless of the method of payment,
death benefit proceeds will generally be taxed to the Beneficiary in the same
manner as if you had received those payments. (See "Tax Status.")

ANNUITY PERIOD
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

ANNUITY PERIOD ELECTIONS

The Code generally requires that minimum annual distributions of the
Contract Value must begin by April 1st of the calendar year following the
calendar year in which you attain age 70 1/2. In addition, distributions must be
in a form and amount sufficient to satisfy the Code requirements. These
requirements may be satisfied by the election of certain Annuity Options or
Additional Withdrawal Options. (See "Tax Status.")

At least 30 days prior to the Annuity Date, you must notify us in writing of
the following:

- - the date on which you would like to start receiving Annuity payments;

- - the Annuity Option under which you want your payments to be calculated and
paid;

- - whether the payments are to be made monthly, quarterly, semi-annually or
annually; and

- --------------------------------------------------------------------------------
9
<PAGE>
- - the investment option(s) used to provide Annuity payments (i.e., a fixed
annuity using the general account or any of the Subaccounts available at the
time of annuitization). As of the date of this Prospectus, Aetna Variable
Fund, Aetna Income Shares and Aetna Investment Advisers Fund, Inc. are the
only Subaccounts available; however, additional Subaccounts may be available
under some Annuity Options in the future. (See "Annuity Options" below.)

Annuity Payments will not begin until you have selected an Annuity Option.
Until a date and option are elected, the Contract will continue in the
Accumulation Period. Once annuity payments begin, the Annuity Option may not be
changed, nor may transfers currently be made among the investment option(s)
selected. (See "Annuity Options" below for more information about transfers
during the Annuity Period.)

ANNUITY OPTIONS

You may choose one of the following Annuity Options:

LIFETIME ANNUITY OPTIONS:

- -OPTION 1--Life Annuity.--An Annuity with payments ending on the Annuitant's
death.

- -OPTION 2--Life Annuity with Guaranteed Payments-- An Annuity with payments
guaranteed for 5, 10, 15 or 20 years, or such other periods as the Company may
offer at the time of annuitization.

- -OPTION 3--Life Income based Upon the Lives of Two Payees--An Annuity will be
paid during the lives of the Annuitant and a second Annuitant, with 100%,
66 2/3% or 50% of the payment to continue after the first death, or 100% of the
payment to continue at the death of the second Annuitant and 50% of the payment
to continue at the death of the Annuitant.

- -OPTION 4--Life Income based Upon the Lives of Two Payees--An annuity with
payments for a minimum of 120 months, with 100% of the payment to continue
after the first death.

If Option 1 or 3 is elected, it is possible that only one Annuity payment
will be made if the Annuitant under Option 1, or the surviving Annuitant under
Option 3, should die prior to the due date of the second Annuity payment. Once
lifetime Annuity payments begin, the Annuitant cannot elect to receive a
lump-sum settlement.

NONLIFETIME ANNUITY OPTIONS:

- -OPTION 1--Payments for a Specified Period--payments will continue for a
specified period of time, as provided for under your Contract.

An Annuity may be selected on a fixed or variable basis and payments may be
made for the number of years specified in your Contract: 3-30 years for 1992
Contracts, 5-30 years for 1994 Contracts. If this option is elected on a
variable basis, the Annuitant 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 five years of payments
for 1994 Contracts, or 3 years of payments for 1992 Contracts, have been
completed will be treated as a withdrawal during the Accumulation Period and any
applicable deferred sales charge will be assessed. (See "Charges and
Deductions--Deferred Sales Charge.") The nonlifetime option is not available on
a variable basis under a Contract which provides for immediate Annuity benefits.

We may also offer additional Annuity Options under your Contract from time
to time. Beginning in May 1996, the Company expects to offer additional Annuity
Options and enhanced versions of the Annuity Options listed above. These
additional Annuity Options and enhanced versions of the existing options will
have additional Subaccounts available and will allow transfers between
Subaccounts during the Annuity Period. (Additional Subaccounts and transfer
capability are expected during the second half of 1996.) Such additional or
enhanced options will be made available by an endorsement to the Contract, which
will include the guaranteed annuity payout rates and other terms applicable to
such options. (Depending on which guaranteed payout rates apply to the existing
options, guaranteed payout rates for the new and enhanced options will be the
same or lower.) Please refer to the Contract, or call the number listed in the
"Inquiries" section of the Prospectus Summary, to determine which options are
available and the terms of such options. It is not expected that these
additional or enhanced options will be made available to those who have already
commenced receiving Annuity Payments.

ANNUITY PAYMENTS

DATE PAYOUTS START. When payments start, the age of the Annuitant plus the
number of years for which payments are guaranteed must not exceed 95. Annuity
payments may not extend beyond (a) the life of the

- --------------------------------------------------------------------------------
10
<PAGE>
Annuitant, (b) the joint lives of the Annuitant and Beneficiary, (c) a period
certain greater than the Annuitant's life expectancy, or (d) a period greater
than the joint life expectancies of the Annuitant and Beneficiary.

AMOUNT OF EACH ANNUITY PAYMENT. The amount of each payment depends on how
you allocate your Contract Value between fixed and variable payouts. No election
may be made that would result in a first Annuity payment of less than $50 or
total yearly Annuity payments of less than $250 for 1994 Contracts, and a first
Annuity payment of less than $20 or total yearly Annuity payments of less than
$100 for 1992 Contracts. If your Contract Value on the Annuity Date is
insufficient to elect an option for the minimum amount specified, a lump-sum
payment must be elected.

If Annuity payments are to be made on a variable basis, the first and
subsequent payments will vary depending on the assumed net investment rate
selected (3 1/2% or 5% per annum). Selection of a 5% rate causes a higher first
payment, but Annuity payments will increase thereafter only to the extent that
the net investment rate exceeds 5% on an annualized basis. Annuity payments
would decline if the rate were below 5%. Use of the 3 1/2% assumed rate causes a
lower first payment, but subsequent payments would increase more rapidly or
decline more slowly as changes occur in the net investment rate. (See the
Statement of Additional Information for further discussion on the impact of
selecting an assumed net investment rate.)

CHARGES DEDUCTED DURING THE ANNUITY PERIOD

We make a daily deduction for mortality and expense risks from any amounts
held on a variable basis. Therefore, electing the nonlifetime option on a
variable basis will result in a deduction being made even though we assume no
mortality risk. We may also deduct a daily administrative charge from amounts
held under the variable options. (See "Charges and Deductions.")

DEATH BENEFIT PAYABLE DURING THE ANNUITY PERIOD

If an Annuitant dies after Annuity payments have begun, any death benefit
payable will depend on the terms of the Contract and the Annuity Option
selected. If Option 1 or Option 3 was elected, Annuity payments will cease on
the death of the Annuitant under Option 1 or the death of the surviving
Annuitant under Option 3.

If Lifetime Option 2 or Option 4 was elected and the death of the Annuitant
under Option 2, or the surviving Annuitant under Option 4, occurs prior to the
end of the guaranteed minimum payment period, we will pay to the Beneficiary in
a lump sum, unless otherwise requested, the present value of the guaranteed
annuity payments remaining.

If the nonlifetime option was elected, and the Annuitant dies before all
payments are made, the value of any remaining payments will be paid in a
lump-sum to the Beneficiary (unless otherwise requested), and no deferred sales
charge will be imposed.

If the Annuitant dies after Annuity payments have begun and if there is a
death benefit payable under the Annuity option elected, the remaining value must
be distributed to the Beneficiary at least as rapidly as under the original
method of distribution.

Any lump-sum payment paid under the applicable lifetime or nonlifetime
Annuity options will be made within seven calendar days after proof of death
acceptable to us, and a request for payment are received at our Home Office. The
value of any death benefit proceeds will be determined as of the next Valuation
Date after we receive acceptable proof of death and a request for payment. Under
Options 2 and 4, such value will be reduced by any payments made after the date
of death.

TAX STATUS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

INTRODUCTION

The following provides a general discussion and is not intended as tax
advice. This discussion reflects the Company's understanding of current federal
income tax law. Such laws may change in the future, and it is possible that any
change could be retroactive (i.e., effective prior to the date of the change).
The Company makes no guarantee regarding the tax treatment of any contract or
transaction involving a Contract. The ultimate effect of federal income taxes on
the amounts held under a Contract, on Annuity payments, and on the economic
benefit to the Contract Holder, Annuitant or Beneficiary

- --------------------------------------------------------------------------------
11
<PAGE>
may depend upon the tax status of the individual concerned. Any person concerned
about these tax implications should consult a competent tax adviser before
initiating any transaction.

TAXATION OF THE COMPANY

The Company is taxed as a life insurance company under the Code. Since the
Separate Account is not an entity separate from the Company, it will not be
taxed separately as a "regulated investment company" under the Code. Investment
income and realized capital gains are automatically applied to increase reserves
under the Contracts. Under existing federal income tax law, the Company believes
that the Separate Account's investment income and realized net capital gains
will not be taxed to the extent that such income and gains are applied to
increase the reserves under the Contracts.

The Company does not anticipate that it will incur any federal income tax
liability attributable to the Separate Account and, therefore, the Company does
not intend to make provisions for any such taxes. However, if changes in the
federal tax laws or interpretation thereof result in the Company being taxed on
income or gains attributable to the Separate Account, then the Company may
impose a charge against the Separate Account (with respect to some or all
Contracts) in order to set aside provisions to pay such taxes.

CONTRACTS USED WITH CERTAIN RETIREMENT PLANS

IN GENERAL. The Contract is designed for use with retirement plans
qualified under Sections 408(b) or 408(k) of the Code. The tax rules applicable
to participants and beneficiaries in retirement plans vary according to the type
of plan and the terms and conditions of the plan.

The Company makes no attempt to provide more than general information about
use of the Contracts with the various types of retirement plans. Some retirement
plans are subject to limitations on distribution and other requirements that are
not incorporated in the Contracts. Purchasers are responsible for determining
that contributions, distributions and other transactions with respect to the
Contracts satisfy applicable laws, and should consult their legal counsel and
tax advisor regarding the suitability of the Contract.

INDIVIDUAL RETIREMENT ANNUITIES AND SIMPLIFIED EMPLOYEE PENSION PLANS

Section 408 of the Code permits eligible individuals to contribute to an
individual retirement program known as an "Individual Retirement Annuity" or
"Individual Retirement Account" (each hereinafter referred to as an "IRA").
Also, distributions from certain other types of qualified plans may be "rolled
over" on a tax-deferred basis into an IRA. Employers may establish Simplified
Employee Pension (SEP) Plans and make contributions to an IRA on behalf of their
employees. The sale of a Contract for use with an IRA requires special
disclosure mandated by the Internal Revenue Code, and purchasers of an IRA
Contract will be provided with supplemental information as required by the Code.
(See Appendix V.) Such purchasers will have the right to revoke their purchase
within seven days of the earlier of the establishment of the IRA or their
purchase. A Contract issued as an IRA will be amended as necessary to conform to
the requirements of the Code. Purchasers should seek competent advice as to the
suitability of the Contract as an IRA.

TAXATION OF DISTRIBUTIONS. All distributions will be taxed as ordinary
income unless nondeductible contributions were made to the IRA or the
distribution is "rolled over" to another retirement plan in accordance with the
terms of the Code. If amounts are withdrawn before age 59 1/2, the payment is
subject to a 10% penalty unless the payment is due to disability, is rolled over
to another IRA or is part of a series of payments over your (or your
beneficiary's) life or life expectancy. Distributions are generally subject to
withholding for the recipient's federal income tax liability at rates that vary
according to the type of distribution and the recipient's tax status. Recipients
generally are provided the opportunity to elect not have tax withheld from
distributions.

In general, payments received by your beneficiaries after your death are
taxed in the same manner as if you have received those payments, except that a
limited death benefit exclusion may apply.

The Code imposes a 10% penalty tax on the taxable portion of any
distribution from an IRA unless made when (a) you have attained age 59 1/2, (b)
you have become disabled as defined by the Code, (c) the distribution amount is
rolled over in accordance with the terms of the Code, or (d) paid in a series of
substantially equal periodic payments. The Code may impose other penalty taxes
in other circumstances.

- --------------------------------------------------------------------------------
12
<PAGE>
This Contract has been approved by the IRS as a prototype IRA. The IRS
approval, however, only pertains to whether the Contract meets the Code
requirements for IRAs and is not a determination of the merits of the Contract.

MISCELLANEOUS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

DISTRIBUTION

The Company will serve as the Principal Underwriter for the securities sold
by this Prospectus. The Company is registered as a broker-dealer with the
Securities and Exchange Commission 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
Contract Holders in connection with their Contract.

PAYMENT OF COMMISSIONS. 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 a Contract. The percentage amount will range from 2%
to 4% of those Purchase Payments. The Company may also pay renewal commissions
on Purchase Payments made after the first year and 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 expenses. The name of the
Distributor and the registered representative responsible for your Contract are
set forth in your application. Commissions and sales related expenses are paid
by the Company and are not deducted from Purchase Payments. (See "Charges and
Deductions--Deferred Sales Charge.")

DELAY OR SUSPENSION OF PAYMENTS

The Company reserves the right to suspend or postpone the date of payment
for any benefit or values (a) on any Valuation Date on which the New York Stock
Exchange ("Exchange") is closed (other than customary weekend and holiday
closings) or when trading on the Exchange is restricted; (b) when an emergency
exists, as determined by the SEC, so that disposal of securities held in the
Subaccounts is not reasonably practicable or is not reasonably practicable for
the value of the Subaccount's assets; or (c) during such other periods as the
SEC may by order permit for the protection of investors. The conditions under
which restricted trading or an emergency exists shall be determined by the rules
and regulations of the SEC.

PERFORMANCE REPORTING

From time to time, the Company may advertise different types of historical
performance for the Subaccounts of the Separate Account. The Company may
advertise the "standardized average annual total returns" of the Subaccounts,
calculated in a manner prescribed by the SEC, as well as the "non-standardized
returns." "Standardized average annual total returns" are computed according to
a formula in which a hypothetical investment of $1,000 is applied to the
Subaccount and then related to the ending redeemable values over the most recent
one, five and ten-year periods (or since inception, if less than ten years).
Standardized returns will reflect the reduction of all recurring charges during
each period (e.g., mortality and expense risk charges, annual maintenance fees,
administrative expense charge (if any) and any applicable deferred sales
charge.) "Non-standardized returns" will be calculated in a similar manner,
except that non-standardized figures will not reflect the deduction of any
applicable deferred sales charge (which would decrease the level of performance
shown if reflected in these calculations). The non-standardized figures may also
include monthly, quarterly, year-to-date and three-year periods.

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

VOTING RIGHTS

In accordance with the Company's view of present applicable law, it will
vote the shares of each of the Funds held by the Separate Account at regular and
special

- --------------------------------------------------------------------------------
13
<PAGE>
meetings of Fund shareholders in accordance with instructions received from
persons having a voting interest in the Separate Account. The Company will vote
shares for which it has not received instructions in the same proportion as it
votes shares for which it has received instructions.

Each person having a voting interest in the Separate Account will receive
periodic reports relating to the Fund(s) in which he or she has an interest, as
well as any proxy materials and a form on which to give voting instructions.
Voting instructions will be solicited by written communication at least 14 days
before such meeting. The number of votes for which each person may give
direction will be determined as of the record date set by the Fund.

The number of votes that you may cast during the Accumulation Period is
equal to the portion of the Contract Value allocated 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.

MODIFICATION OF THE CONTRACT

The Company may modify the Contract when it deems an amendment appropriate,
by providing you written notice 30 days before the effective date of the change.
The most likely reason for a change to the Contract would be to ensure
compliance with applicable law. Certain changes will require the approval of
appropriate state or federal regulatory authorities.

LEGAL MATTERS AND PROCEEDINGS

The Company knows of no material legal proceedings pending to which the
Separate Account or the Company is a party or which would materially affect the
Separate Account. The validity of the securities offered by this Prospectus has
been passed upon by Susan E. Bryant, Esq., Counsel to the Company.

CONTENTS OF THE
STATEMENT OF ADDITIONAL INFORMATION
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

The Statement of Additional Information contains more specific information
on the Separate Account and the Contract, as well as the financial statements of
the Separate Account and the Company. A list of the contents of the SAI is set
forth below.

General Information and History
Variable Annuity Account C
Offering and Purchase of Contracts
Performance Data
General
Average Annual Total Return Quotations
Annuity Payments
Sales Material and Advertising
Independent Auditors
Financial Statements of the Separate Account
Financial Statements of Aetna Life Insurance and Annuity Company

- --------------------------------------------------------------------------------
14
<PAGE>
APPENDIX I
GUARANTEED INTEREST ACCOUNT
(AVAILABLE IN ALL STATES EXCEPT WASHINGTON, NEW YORK AND NEW JERSEY)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

THE GUARANTEED INTEREST ACCOUNT ("GIA") IS AN INVESTMENT OPTION AVAILABLE
DURING THE ACCUMULATION PERIOD. AMOUNTS ALLOCATED TO GIA ARE HELD IN THE
COMPANY'S GENERAL ACCOUNT THAT SUPPORTS INSURANCE AND ANNUITY OBLIGATIONS.
INTERESTS IN GIA HAVE NOT BEEN REGISTERED WITH THE SEC IN RELIANCE ON EXEMPTIONS
UNDER THE SECURITIES ACT OF 1933, AS AMENDED. DISCLOSURE IN THIS PROSPECTUS
REGARDING GIA, MAY, HOWEVER, BE SUBJECT TO CERTAIN GENERALLY APPLICABLE
PROVISIONS OF THE FEDERAL SECURITIES LAWS RELATING TO THE ACCURACY AND
COMPLETENESS OF SUCH STATEMENTS. DISCLOSURE IN THIS APPENDIX REGARDING THE
GUARANTEED INTEREST ACCOUNT HAS NOT BEEN REVIEWED BY THE SEC.

GIA is a Credited Interest Option under which we guarantee stipulated rates
of interest for stated periods of time. Interest is credited daily at a rate
that will provide the guaranteed effective yield by the end of the stated period
of time.

During a stated period of time, amounts may be applied to any or all
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.

As long as amounts are not withdrawn before the end of a stated term, we
will pay the guaranteed rate of interest. If amounts are withdrawn or
transferred before the end of a stated period of time, we will pay a reduced
rate of interest, but never less than the minimum stated in the Contract.

As a Guaranteed Term matures, assets accumulating under GIA 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.

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 interest
rate.

TRANSFERS

Transfers are permitted from Guaranteed Terms of one Classification to
available Guaranteed Terms of another Classification. We will apply a reduced
rate of interest to amounts transferred prior to the end of a Guaranteed Term.
Transfers of GIA values due to a maturity are not subject to a reduced rate of
interest.

By notifying us at our Home Office at least 30 days before Annuity payments
begin, you may elect to have amounts that have been accumulating under GIA
transferred to one or more of the Subaccounts currently available during the
Annuity Period to provide variable Annuity payments. GIA cannot be used as an
investment option during the Annuity Period.

REINVESTMENT PRIVILEGE

Any amounts reinvested in GIA will be applied to the current deposit period.
Amounts are proportionately reinvested to the classifications in the same manner
as they were allocated before the withdrawal.

- --------------------------------------------------------------------------------
16
<PAGE>
APPENDIX II
FIXED ACCOUNT
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

THE FOLLOWING SUMMARIZES MATERIAL INFORMATION CONCERNING THE FIXED ACCOUNT.
AMOUNTS ALLOCATED TO THE FIXED ACCOUNT ARE HELD IN THE COMPANY'S GENERAL ACCOUNT
THAT SUPPORTS GENERAL 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 THE PROSPECTUS REGARDING
THE FIXED ACCOUNT, MAY, HOWEVER, BE SUBJECT TO CERTAIN GENERALLY APPLICABLE
PROVISIONS OF THE FEDERAL SECURITIES LAWS RELATING TO THE ACCURACY AND
COMPLETENESS OF SUCH STATEMENTS. DISCLOSURE IN THIS APPENDIX REGARDING THE FIXED
ACCOUNT HAS NOT BEEN REVIEWED BY THE SEC.

The Fixed Account guarantees the minimum interest rate specified in the
Contract. These minimum interest rates cannot be changed by the Company;
however, the Company may credit a higher interest rate from time to time.
Amounts applied to the Fixed Account will earn the interest rate in effect when
actually applied to the Fixed Account.

Under the Fixed Account, the Company assumes the risk of investment gain or
loss by guaranteeing Contract Values and promising a minimum interest rate and
Annuity Payment. 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. 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.

Under certain emergency conditions, we may defer payment of a Fixed Account
withdrawal value for a period of up to six months, or as provided by federal
law. The Fixed Account withdrawal value may be paid in equal payments, with
interest, over a period not to exceed 60 months when:

(a) the amount held in the Fixed Account under this Contract exceeds $100,000
($250,000 on 1992 Contracts) on the day prior to the current withdrawal; and

(b) the sum of the current Fixed Account withdrawal and the total of all Fixed
Account withdrawals from the Contract within the past 12 calendar months
exceeds 20% of the amount in the Fixed Account on the day prior to the
current withdrawal.

Interest rates, as used above, will not be more than two percentage points
below any rate determined prospectively by the Board of Directors for this class
of Contract. In no event will the interest rate be less than the minimum stated
in the Contract.

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. Additionally, any
remaining balance in the Fixed Account under the Contract may be transferred by
you in its entirety to any other investment option(s) if:

(a) the Current Value in the Fixed Account is $2,000 or less; or
(b) the maximum percentage allowed was transferred from the Fixed Account in
each of the four consecutive calendar years and no additional Net Purchase
Payment(s) have been allocated to the Fixed Account during that same time
period.

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 Subaccounts available during the
Annuity Period to provide variable Annuity Payments.

- --------------------------------------------------------------------------------
17
<PAGE>
APPENDIX III
GUARANTEED ACCUMULATION ACCOUNT
(OFFERED IN NEW YORK ONLY)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

THE GUARANTEED ACCUMULATION ACCOUNT ("GAA") IS A CREDITED INTEREST OPTION
AVAILABLE DURING THE ACCUMULATION PERIOD. AMOUNTS ALLOCATED TO GAA ARE HELD IN A
NONINSULATED, NONUNITIZED SEPARATE ACCOUNT. THIS APPENDIX IS A SUMMARY OF GAA
AND IS NOT INTENDED TO REPLACE THE GAA PROSPECTUS. YOU SHOULD READ THE
ACCOMPANYING GAA PROSPECTUS CAREFULLY BEFORE INVESTING.

GAA is a Credited Interest Option in which we guarantee stipulated rates of
interest for stated periods of time on amounts directed to GAA. This option
guarantees the minimum interest rate specified in the Contract. The interest
rate stipulated is an annual effective yield; that is, it reflects a full year's
interest. Interest is credited daily at a rate that will provide the guaranteed
annual effective yield for one year. We make no deductions from the credited
interest rate for mortality and expense risks; these risks are considered in
determining the credited interest rate.

During a specified period of time (the "deposit period"), amounts may be
applied to any or all available Guaranteed Terms within the Short-Term and
Long-Term classifications. Short-Term GAA has Guaranteed Terms from one to three
years, and Long-Term GAA has Guaranteed Terms greater than three years but no
more than ten 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 investments 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 which 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 other available
investment options, or (c) withdrawn. Amounts withdrawn may be subject to a
deferred sales charge and/or federal tax penalties.

TRANSFERS

Transfers are permitted among Guaranteed Terms. However, amounts applied to
GAA may not be transferred to another Guaranteed Term of GAA, or to any other
Subaccount or Credited Interest Option available under the Contract, during the
deposit period or the 90 days after the close of the deposit period. We will
apply an MVA to transfers made before the end of a Guaranteed Term, unless such
transfer is due to the maturity of the Guaranteed Term.

By notifying us at least 30 days prior to the Annuity Date, you may elect a
Variable Annuity and have amounts that have been accumulating under GAA
transferred to one or more of the Subaccounts available during the Annuity
Period. GAA cannot be used as an investment option during the Annuity Period.

REINVESTMENT PRIVILEGE

If amounts are withdrawn from GAA and reinvested, they will be applied to
the current deposit period. Amounts are proportionately reinvested in the same
manner as they were allocated before the withdrawal. Any negative MVA amount
applied to a withdrawal is not included in the reinvestment.

- --------------------------------------------------------------------------------
18
<PAGE>
APPENDIX IV
FIXED ACCOUNT WITH MARKET VALUE ADJUSTMENT
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

THE FIXED ACCOUNT WITH MARKET VALUE ADJUSTMENT ("MVA FIXED ACCOUNT") IS A
CREDITED INTEREST OPTION AVAILABLE DURING THE ACCUMULATION PERIOD. AMOUNTS
ALLOCATED TO THE MVA FIXED ACCOUNT ARE HELD IN A NONINSULATED, NONUNITIZED
SEPARATE ACCOUNT. THIS APPENDIX IS A SUMMARY OF THE MVA FIXED ACCOUNT AND IS NOT
INTENDED TO REPLACE THE MVA FIXED ACCOUNT PROSPECTUS. YOU SHOULD READ THE MVA
FIXED ACCOUNT PROSPECTUS CAREFULLY BEFORE INVESTING.

[TO BE DEVELOPED]

- --------------------------------------------------------------------------------
19
<PAGE>
APPENDIX V
FEDERAL INCOME TAX SUMMARY FOR IRAS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

This notice summarizes the federal income tax rules that apply to individual
retirement annuity (IRA) contracts. Please remember that this information is
subject to change at any time, special rules apply to many of the items
summarized here and Aetna Life Insurance and Annuity Company (ALIAC) is not
allowed to give you tax advice.

For more information about federal income taxes and how they affect your IRA
we suggest that you call the IRS (at the IRS Tax Forms number in your phone
book) and ask for Publication 590 each year. This free publication will give you
current information about the federal income tax aspects of payments to and from
your IRA. You can also call your local IRS district office for general
information.

For specific advice about your income and estate taxes you should contact a
qualified tax specialist.

REVOCATION

Federal tax regulations allow you to revoke the Contract within 7 days from
when you receive it and have your contributions returned to you. If you want to
revoke your contract within this time period, you may call ALIAC at
1-800-531-4547 or write to Aetna Life Insurance and Annuity Company, 151
Farmington Avenue, Hartford, Connecticut 06156-1258, Attention: IRA Customer
Service.

STATUTORY REQUIREMENTS

The Contract is an individual retirement annuity contract as described in
section 408(b) of the Internal Revenue Code. The Contract can be used for tax
deduction purposes as an IRA and to accept contributions made under a simplified
employee pension (SEP) plan. The money in your IRA is always fully vested, the
Contract may not be transferred to anyone, you may not borrow money from it and
you have full flexibility in making contributions. The Contract has been
approved by the Internal Revenue Service as a prototype IRA. However, IRS
approval only means that the Contract meets the federal tax requirements for an
IRA and is not a determination of the merits of the Contract.

CONTRIBUTION AND FEDERAL INCOME TAX DEDUCTION LIMITS

As long as you have compensation for the year and will not be 70 1/2 years
old or later during any part of the year, you may contribute up to the lesser of
$2,000 or your taxable compensation to this or any other IRA each year. (You can
set up another IRA for your non-working spouse and contribute as much as $2,250
in total, but no more than $2,000 to either IRA.) Contributions must be in the
form of money (check or money order). You can't contribute stock or other
property to the Contract.

Contributions for a year can be made up to the due date for filing your
federal tax return for that year, not including extensions. If you contribute an
amount between January 1 and April 15 of any year, you must tell ALIAC which
year the contribution is for. If you do not say otherwise, ALIAC must report the
contribution to the IRS on behalf of the year in which it is received.

Generally, you may take a deduction for the contributions you make to your
IRA. However, if you or your spouse is covered by an employer retirement plan,
you ability to deduct IRA contributions will depend on your income and filing
status. IRS Publication 590 includes worksheets to help you figure the amount of
your deductible contributions.

If you cannot deduct any part of your contribution, you can still make the
contributions on a nondeductible basis. But you will have to keep separate
records if you make any nondeductible IRA contributions. ALIAC does not keep
such records on your behalf.

If you contribute more than the allowable limit for the year or make any
contribution for the year in which you reach age 70 1/2 or any later year, you
are subject to a penalty tax of 6% on the over-contributions for the year
contributed and each following year that the excess contributions remain in the
IRA. To avoid the penalty tax, you must withdraw the excess contributions and
their earnings by the due date of your tax return for that year (including
extensions). You can also withdraw any deductible or nondeductible contributions
and earnings by such a date.

- --------------------------------------------------------------------------------
20
<PAGE>
Special contribution and deduction rules apply if your IRA is used as part
of a SEP. Since a SEP is an employer-sponsored retirement arrangement, the
maximum deductible contribution is the lesser of $30,000 or 15% of your
compensation for the year.

TAX STATUS OF CONTRACT EARNINGS

Unless you engage in a prohibited transaction, the earnings in your IRA are
not taxable until you receive them. But if you use the IRA to secure a loan or
engage in any other prohibited transaction, the value of the IRA will lose its
tax privileges and become taxable income for that year. In that case, you will
owe regular taxes plus penalties on the amount involved in the prohibited
transaction.

DISTRIBUTIONS FROM YOUR IRA

You can withdraw funds from your IRA any time subject to the terms of the
Contract. Unless you have any nondeductible contributions in your IRA and
records to back them up, all payments are subject to regular income tax in the
year received. If you withdraw funds before age 59 1/2, the payment is also
subject to a 10% penalty tax unless the payment is due to your disability as
defined in the Code, rolled-over to another IRA or is part of a series of
payments over your (or you and your Beneficiary's) life or life expectancy.
There is no "averaging" or other special tax treatment available for payments
from your IRA. And if the total retirement-type payments made to you in a given
year exceed certain levels set by the Internal Revenue Code, you may owe an
excise tax as well.

You must start receiving "minimum distributions" once you reach age 70 1/2.
These payments must start no later than the April 1st of the year after you
reach age 70 1/2. Special rules are used to calculate the minimum distribution
but such payment is roughly equivalent to the amount determined by dividing your
IRA account balance by factors for your estimated life expectancy as set forth
by the Code. If you do not take the minimum distribution once you reach age
70 1/2, you are subject to an excise tax of 50% of the funds you should have
received but did not.

ROLLOVERS

You can roll-over funds from another IRA to this IRA or from this IRA to
another IRA and defer paying federal income taxes on such distributions.
However, rollovers must be completed within 60 days of receipt of funds and
funds rolled over may not be re-rolled to another IRA for 12 months.

SPECIAL FORMS TO FILE

If you make any nondeductible contributions to the IRA, you will have to
file IRS Form 8606 for such year and in the year in which you receive payments
from the IRA (to calculate the amount of such previously taxed funds being
withdrawn as part of the distribution).

If any excess contributions are made, you engage in a prohibited
transaction, have an "excess distribution" or do not receive any minimum
required distributions, you must file IRS Form 5329 to pay the applicable excise
and penalty taxes. ALIAC does not prepare or file these forms on your behalf.

- --------------------------------------------------------------------------------
21
<PAGE>
PLEASE ATTACH TO YOUR APPLICATION
- --------------------------------------------------------------------------------

I HEREBY ACKNOWLEDGE RECEIPT OF AN ACCOUNT C INDIVIDUAL VARIABLE ANNUITY
CONTRACT PROSPECTUS DATED MAY 1, 1996 FOR INDIVIDUAL RETIREMENT ANNUITIES AND
SIMPLIFIED EMPLOYEE PENSION PLANS, AS WELL AS ALL CURRENT PROSPECTUSES
PERTAINING TO THE VARIABLE INVESTMENT OPTIONS AVAILABLE UNDER THE CONTRACTS.

- ------- PLEASE SEND AN ACCOUNT C STATEMENT OF ADDITIONAL INFORMATION (FORM NO.
75988(S)) DATED MAY 1, 1996.

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

CONTRACT HOLDER'S SIGNATURE

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

DATE
75988-2 (5/96)
<PAGE>

VARIABLE ANNUITY ACCOUNT C
OF
AETNA LIFE INSURANCE AND ANNUITY COMPANY

STATEMENT OF ADDITIONAL INFORMATION DATED MAY 1, 1996

Individual Variable Annuity Contracts for Individual Retirement Annuities
under Section 408(b) and Simplified Employee Pension Plans under Section
408(k)

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 May 1, 1996.

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

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

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

TABLE OF CONTENTS

PAGE

General Information and History..............................................2
Variable Annuity Account C...................................................2
Offering and Purchase of Contracts...........................................3
Performance Data.............................................................3
General....................................................................3
Average Annual Total Return Quotations.....................................4
Annuity Payments.............................................................5
Sales Material and Advertising...............................................6
Independent Auditors.........................................................7
Financial Statements of the Separate Account...............................S-1
Financial Statements of Aetna Life Insurance and Annuity Company...........F-1

<PAGE>

GENERAL INFORMATION AND HISTORY

Aetna Life Insurance and Annuity Company (the "Company") is a stock life
insurance company which was organized under the insurance laws of the State
of Connecticut in 1976. Through a merger, it succeeded to the business of
Aetna Variable Annuity Life Insurance Company (formerly Participating Annuity
Life Insurance Company organized in 1954). As of December 31, 1995, the
Company managed over $___ billion of assets, and as of December 31, 1994, it
ranked among the top 2% of all U.S. life insurance companies by size. The
Company is a wholly owned subsidiary of Aetna Retirement Services, Inc.,
which is in turn a wholly owned subsidiary of Aetna Life and Casualty
Company. The Company is engaged in the business of issuing life insurance
policies and annuity contracts in all states of the United States. The
Company's Home Office is located at 151 Farmington Avenue, Hartford,
Connecticut 06156.

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

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

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

VARIABLE ANNUITY ACCOUNT C

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

<PAGE>

<S> <C>
Aetna Variable Fund Fidelity VIP Overseas Portfolio
Aetna Income Shares Fidelity VIP II Contrafund Portfolio
Aetna Variable Encore Fund Janus Aspen Aggressive Growth Portfolio
Aetna Investment Advisers Fund, Inc. Janus Aspen Balanced Portfolio
Aetna Ascent Variable Portfolio Janus Aspen Growth Portfolio
Aetna Crossroads Variable Portfolio Janus Aspen Short-Term Bond Portfolio
Aetna Legacy Variable Portfolio Janus Aspen Worldwide Growth Portfolio
Alger American Growth Portfolio Scudder International Portfolio
Alger American Small Cap Portfolio TCI Growth
Fidelity VIP Equity-Income Portfolio
Fidelity VIP Growth Portfolio
</TABLE>

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

OFFERING AND PURCHASE OF CONTRACTS

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

PERFORMANCE DATA

GENERAL

From time to time, the Company may advertise different types of historical
performance for the Subaccounts of the Separate Account available under the
Contracts 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 "non-standardized
returns," both of which are described below.

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

<PAGE>

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

If a Fund was in existence prior to the date it became available under the
Contract, standardized and non-standardized total returns may include periods
prior to 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 had that
Fund been available under the Contract during that period.

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

AVERAGE ANNUAL TOTAL RETURN QUOTATIONS - STANDARDIZED AND NON-STANDARDIZED

The tables below reflect the average annual standardized and non-standardized
total return quotation figures for the periods ended December 31, 1995 for
the variable options under the Contract. For those Subaccounts where results
are not available for the full calendar period indicated, the percentage
shown is an average annual return since inception (denoted with an *).

TABLE ONE
CORRESPONDING WITH DEFERRED SALES CHARGE SCHEDULE B

<TABLE>
<CAPTION>
FUND
INCEPTION
STANDARDIZED NON-STANDARDIZED DATE
-------------------------------------------------------------------------
SUBACCOUNT 1 Year 5 Years 10 Years 1 Year 3 Years 5 Years 10 Years
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Aetna Variable Fund 04/30/75
- ----------------------------------------------------------------------------------------------------------------
Aetna Income Shares 06/01/78
- ----------------------------------------------------------------------------------------------------------------
Aetna Variable Encore Fund 09/01/75
- ----------------------------------------------------------------------------------------------------------------
Aetna Investment Advisers Fund, Inc. 06/23/89
- ----------------------------------------------------------------------------------------------------------------
Aetna Ascent Variable Portfolio 07/03/95
- ----------------------------------------------------------------------------------------------------------------
Aetna Crossroads Variable Portfolio 07/03/95
- ----------------------------------------------------------------------------------------------------------------
Aetna Legacy Variable Portfolio 07/03/95
- ----------------------------------------------------------------------------------------------------------------
Alger American Growth Portfolio 01/08/89
- ----------------------------------------------------------------------------------------------------------------
Alger American Small Cap Portfolio 09/21/88
- ----------------------------------------------------------------------------------------------------------------
Fidelity Contrafund Portfolio 01/03/95
- ----------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
FUND
INCEPTION
STANDARDIZED NON-STANDARDIZED DATE
-------------------------------------------------------------------------
SUBACCOUNT 1 Year 5 Years 10 Years 1 Year 3 Years 5 Years 10 Years
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------------------
Fidelity Equity-Income Portfolio 10/22/86
- ----------------------------------------------------------------------------------------------------------------
Fidelity Growth Portfolio 11/07/86
- ----------------------------------------------------------------------------------------------------------------
Fidelity Overseas Portfolio 02/13/87
- ----------------------------------------------------------------------------------------------------------------
Janus Aspen Aggressive Growth Portfolio 09/13/93
- ----------------------------------------------------------------------------------------------------------------
Janus Aspen Balanced Portfolio 09/13/93
- ----------------------------------------------------------------------------------------------------------------
Janus Aspen Growth Portfolio 09/13/93
- ----------------------------------------------------------------------------------------------------------------
Janus Aspen Short-Term Bond Portfolio 09/13/93
- ----------------------------------------------------------------------------------------------------------------
Janus Aspen Worldwide Growth Portfolio 09/13/93
- ----------------------------------------------------------------------------------------------------------------
Scudder International Portfolio 04/30/87
- ----------------------------------------------------------------------------------------------------------------
TCI Growth 11/20/87
- ----------------------------------------------------------------------------------------------------------------
</TABLE>

TABLE TWO
CORRESPONDING WITH DEFERRED SALES CHARGE SCHEDULE C

<TABLE>
<CAPTION>
FUND
INCEPTION
STANDARDIZED NON-STANDARDIZED DATE
-------------------------------------------------------------------------
SUBACCOUNT 1 Year 5 Years 10 Years 1 Year 3 Years 5 Years 10 Years
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------------------
Aetna Variable Fund 04/30/75
- ----------------------------------------------------------------------------------------------------------------
Aetna Income Shares 06/01/78
- ----------------------------------------------------------------------------------------------------------------
Aetna Variable Encore Fund 09/01/75
- ----------------------------------------------------------------------------------------------------------------
Aetna Investment Advisers Fund, Inc. 06/23/89
- ----------------------------------------------------------------------------------------------------------------
Aetna Ascent Variable Portfolio 07/03/95
- ----------------------------------------------------------------------------------------------------------------
Aetna Crossroads Variable Portfolio 07/03/95
- ----------------------------------------------------------------------------------------------------------------
Aetna Legacy Variable Portfolio 07/03/95
- ----------------------------------------------------------------------------------------------------------------
Alger American Growth Portfolio 01/08/89
- ----------------------------------------------------------------------------------------------------------------
Alger American Small Cap Portfolio 09/21/88
- ----------------------------------------------------------------------------------------------------------------
Fidelity Contrafund Portfolio 01/03/95
- ----------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
FUND
INCEPTION
STANDARDIZED NON-STANDARDIZED DATE
-------------------------------------------------------------------------
SUBACCOUNT 1 Year 5 Years 10 Years 1 Year 3 Years 5 Years 10 Years
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------------------
Fidelity Equity-Income Portfolio 10/22/86
- ----------------------------------------------------------------------------------------------------------------
Fidelity Growth Portfolio 11/07/86
- ----------------------------------------------------------------------------------------------------------------
Fidelity Overseas Portfolio 02/13/87
- ----------------------------------------------------------------------------------------------------------------
Janus Aspen Aggressive Growth Portfolio 09/13/93
- ----------------------------------------------------------------------------------------------------------------
Janus Aspen Balanced Portfolio 09/13/93
- ----------------------------------------------------------------------------------------------------------------
Janus Aspen Growth Portfolio 09/13/93
- ----------------------------------------------------------------------------------------------------------------
Janus Aspen Short-Term Bond Portfolio 09/13/93
- ----------------------------------------------------------------------------------------------------------------
Janus Aspen Worldwide Growth Portfolio 09/13/93
- ----------------------------------------------------------------------------------------------------------------
Scudder International Portfolio 04/30/87
- ----------------------------------------------------------------------------------------------------------------
TCI Growth 11/20/87
- ----------------------------------------------------------------------------------------------------------------
</TABLE>

ANNUITY PAYMENTS

When Annuity payments are to begin, the value of the Contract or Individual
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.

<PAGE>

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

EXAMPLE:

Assume that, at the date Annuity payments are to commence, 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.

SALES MATERIAL AND ADVERTISING

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

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

We may publish in advertisements and reports, the ratings and other
information assigned to us by one or more independent rating organizations
such as A.M. Best Company, Duff & Phelps, Standard & Poor's Corporation and
Moody's Investors Services, Inc. The purpose of the ratings is to reflect
our financial strength and/or claims-paying ability. We may also quote
ranking services such as

<PAGE>

Morningstar's Variable Annuity/Life Performance Report and Lipper's Variable
Insurance Products Performance Analysis Service (VIPPAS), which rank variable
annuity or life Subaccounts or their underlying funds by performance and/or
investment objective. From time to time, we will quote articles from
newspapers and magazines or other publications or reports, including, but not
limited to The Wall Street Journal, Money magazine, USA Today and The VARDS
Report.

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

INDEPENDENT AUDITORS

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

<PAGE>

FINANCIAL STATEMENTS

VARIABLE ANNUITY ACCOUNT C

INDEX

Independent Auditors' Report...................................... S-2
Statement of Assets and Liabilities............................... S-3
Statement of Operations........................................... S-4
Statements of Changes in Net Assets............................... S-5
Notes to Financial Statements..................................... S-6

FINANCIAL STATEMENTS OF THE SEPARATE ACCOUNT
AND INSURANCE COMPANY WILL BE PROVIDED
IN A SUBSEQUENT POST-EFFECTIVE AMENDMENT

S-1

<PAGE>

STATEMENT OF ADDITIONAL INFORMATION

VARIABLE ANNUITY ACCOUNT C

VARIABLE ANNUITY CONTRACTS

ISSUED BY

AETNA LIFE INSURANCE AND ANNUITY COMPANY

Form No. 75988(S)-2 ALIAC Ed. May 1996

<PAGE>

VARIABLE ANNUITY ACCOUNT C
PART C - OTHER INFORMATION

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements:*
(1) Included in Part A:
Condensed Financial Information
(2) Included in Part B:
Financial Statements of Variable Annuity Account C:
- Independent Auditors' Report
- Statement of Assets and Liabilities as of December 31,
1995
- Statement of Operations for the year ended December 31,
1995
- Statements of Changes in Net Assets for the years ended
December 31, 1995 and 1994
- Notes to Financial Statements
Financial Statements of the Depositor:
- Independent Auditors' Report
- Consolidated Statements of Income for the years ended
December 31, 1995, 1994 and 1993
- Consolidated Balance Sheets as of December 31, 1995 and
1994
- Consolidated Statements of Changes in Shareholder's
Equity for the years ended December 31, 1995, 1994 and
1993
- Consolidated Statements of Cash Flows for the years ended
December 31, 1995, 1994 and 1993
- Notes to Consolidated Financial Statements

(b) Exhibits
(1) Resolution of the Board of Directors of Aetna Life Insurance
and Annuity Company establishing Variable Annuity Account C(1)
(2) Not applicable
(3.1) Form of Broker-Dealer Agreement(2)
(3.2) Alternative Form of Wholesaling Agreement and related Selling
Agreement(2)
(4.1) Form of Variable Annuity Contract (IRA-CDA-IC)(3)
(4.2) Form of Variable Annuity Contract (IP-CDA-IB)*
(5.1) Form of Variable Annuity Contract Application (304.00.1A)(3)
(5.2) Form of Variable Annuity Contract Application (703.00.1A)(4)
(6) Certification of Incorporation and By-Laws of Depositor(5)
(7) Not applicable
(8.1) Fund Participation Agreement between Aetna Life Insurance and
Annuity Company, Alger American Fund and Fred Alger
Management, Inc. dated September 1, 1993(2)

<PAGE>

(8.2) Fund Participation Agreement between Aetna Life Insurance and
Annuity Company and Fidelity Distributors Corporation
(Variable Insurance Products Fund) dated February 1, 1994(6)
(8.3) Fund Participation Agreement between Aetna Life Insurance and
Annuity Company and Fidelity Distributors Corporation
(Variable Insurance Products Fund II) dated February 1,
1994(6)
(8.4) Fund Participation Agreement between Aetna Life Insurance and
Annuity Company and Janus Aspen Series dated April 19, 1994
and amended June 15, 1994(7)
(8.5) Fund Participation Agreement between Aetna Life Insurance and
Annuity Company and Scudder Variable Life Investment Fund
dated April 27, 1992 and amended February 19, 1993 and August
13, 1993(8)
(8.6) Fund Participation Agreement between Aetna Life Insurance and
Annuity Company, Investors Research Corporation and TCI
Portfolios, Inc. dated July 29, 1992 and amended December 22,
1992 and June 1, 1994(8)
(9) Opinion of Counsel*
(10.1) Consent of Independent Auditors*
(10.2) Consent of Counsel*
(11) Not applicable
(12) Not applicable
(13) Computation of Performance Data*
(14) Financial Data Schedule*
(15.1) Powers of Attorney(9)
(15.2) Authorization for Signatures(10)

1. Incorporated by reference to Registration Statement on Form N-4 (File No.
2-52449) filed on February 28, 1986.
2. Incorporated by reference to Pre-Effective Amendment No. 1 to Registration
Statement on Form N-4 (File No. 33-75996) filed on April 21, 1994.
3. Incorporated by reference to Post-Effective Amendment No. 1 to Registration
Statement on Form N-4 (File No. 33-75988) filed on February 27, 1995.
4. Incorporated by reference to Post-Effective Amendment No. 2 to Registration
Statement on Form N-4 (File No. 33-75972) filed on April 28, 1995.
5. Incorporated by reference to Post-Effective Amendment No. 58 to
Registration Statement on Form N-4 (File No. 2-52449) filed on February 28,
1994.
6. Incorporated by reference to Post-Effective Amendment No. 1 to Registration
Statement on Form N-4 (File No. 33-75978) filed on April 25, 1994.
7. Incorporated by reference to Post-Effective Amendment No. 2 to Registration
Statement on Form N-4 (File No. 33-75960) filed on August 9, 1994.
8. Incorporated by reference to Registration Statement on Form N-4 (File No.
33-88720) filed on January 20, 1995.
9. The Power of Attorney for David E. Bushong, Acting Chief Financial Officer,
is incorporated by reference to Post-Effective Amendment No. 1 to
Registration Statement on Form N-4 (File

<PAGE>

No. 33-87932), as filed electronically, on September 18, 1995. The Powers
of Attorney for all other signatories are incorporated by reference to
Post-Effective Amendment No. 5 to Registration Statement on Form N-4 (File
No. 33-75982), as filed electronically, on
February 20, 1996.
10. Incorporated by Reference to Post-Effective Amendment No. 1 to Registration
Statement on Form N-4 (File No. 33-91846) as filed electronically on August
6, 1995.

<PAGE>

ITEM 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR

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

Timothy A. Holt Director

Christopher J. Burns Director and Senior Vice
President

Laura R. Estes Director and Senior Vice
President

Gail P. Johnson Director and Vice President

John Y. Kim Director and Senior Vice
President

Shaun P. Mathews Director and Senior Vice
President

Glen Salow Director and Vice President

Creed R. Terry Director and Vice President

James C. Hamilton Vice President and Treasurer

David E. Bushong Acting Chief Financial Officer

Eugene M. Trovato Vice President, Chief
Accounting Officer and
Corporate Controller

Zoe Baird Senior Vice President and
General Counsel

Susan E. Schechter Corporate Secretary and Counsel

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

<PAGE>

ITEM 26. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR OR
REGISTRANT

Incorporated herein by references to Item 26 of Post-Effective Amendment
No. 5 to Registration Statement on Form N-4 (File No. 33-75982), as filed
electronically, on
February 20, 1996.

ITEM 27. NUMBER OF CONTRACT OWNERS

As of December 31, 1995, there were 577,320 individuals holding interests
in variable annuity contracts funded through Account C.

ITEM 28. INDEMNIFICATION

Reference is hereby made to Section 33-320a of the Connecticut General
Statutes ("C.G.S.") regarding indemnification of directors and officers of
Connecticut corporations. The statute provides in general that Connecticut
corporations shall indemnify their officers, directors, employees, agents, and
certain other defined individuals against judgments, fines, penalties, amounts
paid in settlement and reasonable expenses actually incurred in connection with
proceedings against the corporation. The corporation's obligation to provide
such indemnification does not apply unless (1) the individual is successful on
the merits in the defense of any such proceeding; or (2) a determination is made
(by a majority of the board of directors not a party to the proceeding by
written consent; by independent legal counsel selected by a majority of the
directors not involved in the proceeding; or by a majority of the shareholders
not involved in the proceeding) that the individual acted in good faith and in
the best interests of the corporation; or (3) the court, upon application by the
individual, determines in view of all the circumstances that such person is
reasonably entitled to be indemnified.

C.G.S. Section 33-320a provides an exclusive remedy: a Connecticut
corporation cannot indemnify a director or officer to an extent either greater
or less than that authorized by the statute, e.g., pursuant to its certificate
of incorporation, bylaws, or any separate contractual arrangement. However, the
statute does specifically authorize a corporation to procure indemnification
insurance to provide greater indemnification rights. The premiums for such
insurance may be shared with the insured individuals on an agreed basis.

Consistent with the statute, Aetna Life and Casualty Company has procured
insurance from Lloyd's of London and several major United States excess insurers
for its directors and officers and the directors and officers of its
subsidiaries, including the Depositor, which supplements the indemnification
rights provided by C.G.S. Section 33-320a to the extent such coverage does not
violate public policy.

ITEM 29. PRINCIPAL UNDERWRITER

(a) In addition to serving as the principal underwriter for the
Registrant, Aetna Life Insurance and Annuity Company (ALIAC) also acts
as the principal underwriter for Variable Life Account B and Variable
Annuity Accounts B and G (separate accounts of ALIAC

<PAGE>

registered as unit investment trusts), and Variable Account I (a
separate account of Aetna Insurance Company of America registered as a
unit investment trust). Additionally, ALIAC is the investment adviser
for Aetna Variable Fund, Aetna Income Shares, Aetna Variable Encore
Fund, Aetna Investment Advisers Fund, Inc., Aetna GET Fund, Aetna
Series Fund, Inc. and Aetna Generation Portfolios, Inc. ALIAC is also
the depositor of Variable Life Account B and Variable Annuity Accounts
B and G.

(b) See Item 25 regarding the Depositor.

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

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

</TABLE>
* Compensation shown in column 5 includes deductions for mortality and
expense risk guarantees and contract charges assessed to cover costs
incurred in the sales and administration of the contracts issued under
Account C.

** To be updated by amendment.

ITEM 30. LOCATION OF ACCOUNTS AND RECORDS

All records concerning contract owners of Variable Annuity Account C are
located at the home office of the Depositor as follows:

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

ITEM 31. MANAGEMENT SERVICES

Not applicable

<PAGE>

ITEM 32. UNDERTAKINGS

Registrant hereby undertakes:

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

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

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

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

<PAGE>

SIGNATURES

As required by the Securities Act of 1933, as amended, and the Investment
Company Act of 1940, the Registrant, Variable Annuity Account C of Aetna Life
Insurance and Annuity Company, has caused this Post-Effective Amendment No. 3 to
its Registration Statement on Form N-4 (File No. 33-75988) to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Hartford,
State of Connecticut, on the 22nd day of February, 1996.

VARIABLE ANNUITY ACCOUNT C OF AETNA
LIFE INSURANCE AND ANNUITY COMPANY
(REGISTRANT)

By: AETNA LIFE INSURANCE AND ANNUITY COMPANY
(DEPOSITOR)

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

As required by the Securities Act of 1933, as amended, this Post-Effective
Amendment No. 3 to the Registration Statement on Form N-4 (File No. 33-75988)
has been signed by the following persons in the capacities and on the dates
indicated.

Signature Title Date
- --------- ----- ----

Daniel P. Kearney* Director and President )
- --------------------
Daniel P. Kearney (principal executive officer) )
)
David E. Bushong* Acting Chief Financial Officer ) February
- --------------------
David E. Bushong ) 22, 1996
)
Eugene M. Trovato* Vice President, Chief Accounting )
- --------------------
Eugene M. Trovato Officer and )
Corporate Controller )
)
Timothy A. Holt* Director )
- --------------------
Timothy A. Holt )
)
Christopher J. Burns* Director )
- --------------------
Christopher J. Burns )

<PAGE>

Laura R. Estes* Director )
- --------------------
Laura R. Estes )

Gail P. Johnson* Director )
- --------------------
Gail P. Johnson )
)
John Y. Kim* Director )
- --------------------
John Y. Kim )
)
Shaun P. Mathews* Director )
- --------------------
Shaun P. Mathews )
)
Glen Salow* Director )
- --------------------
Glen Salow )
)
Creed R. Terry* Director )
- --------------------
Creed R. Terry )

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

<PAGE>

VARIABLE ANNUITY ACCOUNT C
EXHIBIT INDEX

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

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

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

99-B.4.1 Form of Variable Annuity Contract (IRA-CDA- *
IC)

99-B.4.2 Form of Variable Annuity Contract (IP-CDA- **
IB)

99-B.5.1 Form of Variable Annuity Contract *
Application (304.00.1A)

99-B.5.2 Form of Variable Annuity Contract *
Application (703.00.1A)

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

99-B.8.1 Fund Participation Agreement between Aetna *
Life Insurance and Annuity Company, Alger
American Fund and Fred Alger Management,
Inc. dated September 1, 1993

99-B.8.2 Fund Participation Agreement between Aetna *
Life Insurance and Annuity Company and
Fidelity Distributors Corporation (Variable
Insurance Products Fund) dated February 1,
1994

99-B.8.3 Fund Participation Agreement between Aetna *
Life Insurance and Annuity Company and
Fidelity Distributors Corporation (Variable
Insurance Products Fund II) dated February
1, 1994

99-B.8.4 Fund Participation Agreement between Aetna *
Life Insurance and Annuity Company and
Janus Aspen Series dated April 19, 1994 and
amended June 15, 1994

*Incorporated by reference
**To be filed by amendment

<PAGE>

Exhibit No. Exhibit Page
----------- ------- ----
99-B.8.5 Fund Participation Agreement between Aetna *
Life Insurance and Annuity Company and
Scudder Variable Life Investment Fund dated
April 27, 1992 and amended February 19,
1993 and August 13, 1993

99-B.8.6 Fund Participation Agreement between Aetna *
Life Insurance and Annuity Company,
Investors Research Corporation and TCI
Portfolios, Inc. dated July 29, 1992 and
amended December 22, 1992 and June 1, 1994

99-B.9 Opinion of Counsel **

99-B.10.1 Consent of Independent Auditors **

99-B.10.2 Consent of Counsel **

99-B.13 Computation of Performance Data **

99-B.15.1 Powers of Attorney *

99-B.15.2 Authorization for Signatures *

27 Financial Data Schedule **

*Incorporated by reference
**To be filed by amendment