VARIABLE ANNUITY ACCT C OF AETNA LIFE INSURANCE & ANNUITY CO
497, 1996-05-07
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<PAGE>

                     VARIABLE                 Prospectus Dated:
                     ANNUITY                     May 1, 1996
                     ACCOUNT C




            Individual Retirement
            Variable Annuity Contracts for

            INDIVIDUAL RETIREMENT ANNUITIES
            (SECTION 408(b))

            SIMPLIFIED EMPLOYEE PENSION 
            PLANS (SECTION 408(k))


                                                       [LOGO]

                                              AETNA LIFE INSURANCE
                                              AND ANNUITY COMPANY

<PAGE>
                                   PROSPECTUS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
This  Prospectus describes  individual Installment  and Single  Purchase Payment
deferred variable annuity contracts ("Contracts") issued by Aetna Life Insurance
and Annuity Company (the "Company"). The  Contracts are designed to provide  for
retirement  income for Contracts  established under Section  408 of the Internal
Revenue 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
                                              Portfolio
- - Aetna Income Shares                         - Fidelity VIP Growth Portfolio
- - Aetna Variable Encore Fund                  - Fidelity VIP Overseas Portfolio
- - Aetna Investment Advisers Fund, Inc.        - Janus Aspen Aggressive Growth
                                              Portfolio
- - Aetna Ascent Variable Portfolio             - Janus Aspen Balanced Portfolio
- - Aetna Crossroads Variable Portfolio         - Janus Aspen Growth Portfolio
- - Aetna Legacy Variable Portfolio             - Janus Aspen Short-Term Bond
                                              Portfolio
- - Alger American Growth Portfolio             - Janus Aspen Worldwide Growth
                                              Portfolio
- - Alger American Small Cap Portfolio          - Scudder International Portfolio
                                              Class A Shares
- - Fidelity VIP II Contrafund Portfolio        - TCI Growth (a Twentieth Century
                                              fund)
 
The  Credited Interest Options  currently available under  the Contracts are the
Guaranteed Interest Account, the Fixed  Account and the Guaranteed  Accumulation
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   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  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  from
the  Company without charge  by calling the number  listed under the "Inquiries"
section of the Prospectus Summary.
 
THIS PROSPECTUS IS VALID  ONLY WHEN ACCOMPANIED BY  THE CURRENT PROSPECTUSES  OF
THE  FUNDS AND THE  GUARANTEED ACCUMULATION 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.........................................................                   4
    Contract Purchase and Availability...........................                   4
    Purchase Payments............................................                   4
    Right to Cancel..............................................                   4
CHARGES AND DEDUCTIONS...........................................                   4
    Daily Deductions from the Separate Account...................                   4
         Mortality and Expense Risk Charge.......................                   4
         Administrative Expense Charge...........................                   5
    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........................................                   6
TRANSFERS........................................................                   7
WITHDRAWALS......................................................                   7
    Reinvestment Privilege.......................................                   7
ADDITIONAL WITHDRAWAL OPTIONS....................................                   8
DEATH BENEFIT DURING ACCUMULATION PERIOD.........................                   8
ANNUITY PERIOD...................................................                   9
    Annuity Period Elections.....................................                   9
    Annuity Options..............................................                   9
    Annuity Payments.............................................                  10
    Charges Deducted During the Annuity Period...................                  10
    Death Benefit Payable During the Annuity Period..............                  10
TAX STATUS.......................................................                  11
    Introduction.................................................                  11
    Taxation of the Company......................................                  11
    Contracts Used with Certain Retirement Plans.................                  11
</TABLE>
<PAGE>
<TABLE>
<S>                                                                <C>
MISCELLANEOUS....................................................                  12
    Distribution.................................................                  12
    Delay or Suspension of Payments..............................                  12
    Performance Reporting........................................                  12
    Voting Rights................................................                  13
    Modification of the Contract.................................                  13
    Legal Matters and Proceedings................................                  13
CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION..............                  14
APPENDIX I--GUARANTEED INTEREST ACCOUNT..........................                  15
APPENDIX II--FIXED ACCOUNT.......................................                  16
APPENDIX III--GUARANTEED ACCUMULATION ACCOUNT....................                  17
APPENDIX IV--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 a
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 each
Valuation Date during the Accumulation Period.
 
CONTRACT YEAR: The period  of 12 months measured  from the Contract's  effective
date or from any anniversary of such effective date.
 
CREDITED  INTEREST OPTIONS: The  fixed interest options  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)  submitted to  the Company  under  a
Contract.
 
PURCHASE  PAYMENT  PERIOD:  For "Installment  Purchase  Payment  Contracts," the
period of time for  completion of the  agreed upon annual  number and amount  of
Purchase  Payments. For example,  if it is determined  that the Purchase Payment
Period will consist of 12 payments per  year and only 11 payments are made,  the
Purchase  Payment Period is not completed  until the twelfth Purchase Payment is
made.
 
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 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").  One  allows  single  payments  and  the  other  allows  installment
payments. The  Plans are  adopted by  or on  behalf of  individuals entitled  to
tax-deferred treatment under Section 408(b) of the Code ("IRA"), and established
for  employees  whose employer  contributes to  their IRA  plan pursuant  to the
Simplified Employee Pension  Plan provisions  of Section 408(k)  ("SEP") of  the
Code. These Contracts may be purchased by completing the proper application form
and submitting it to the Distributor. (See "Contract Purchase.")
 
    This Contract has been approved by the Internal Revenue Service ("IRS") as a
prototype  IRA. It can therefore be used in  an IRS model SEP. 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  Annuity Contract. (See
Appendix IV for more information.)
 
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  you receive  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. The fixed options available under the
Contract are the Guaranteed Interest Account ("GIA"), the Fixed Account, and the
Guaranteed   Accumulation  Account   ("GAA").  (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
charge and an administrative expense charge), as well as any annual  maintenance
fee,  allocation and 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 the  Appendices for  a
full  description  of the  restrictions applicable  to  transfers made  from the
Credited Interest Options.) (See "Transfers.")
 
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. (See "Withdrawals.")
 
- --------------------------------------------------------------------------------
                                  SUMMARY - 1
<PAGE>
    The  Contract  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
 
    You may  elect to  begin receiving  Annuity Payments  on the  Annuity  Date.
Annuity  Payments can be made  on either a fixed,  variable or combination fixed
and variable basis. If you choose a variable payout, 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 automated transfers or changes
                                                          in the allocation of Contract Values, 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:
 
      DEFERRED SALES  CHARGE.  The  deferred  sales  charge  is  deducted  as  a
      percentage  of the  amount withdrawn.  The total  amount deducted  for the
      deferred sales charge will not exceed 8.5% of the total Purchase  Payments
      applied  to the Contract.  The amount of the  deferred sales charge varies
      depending on the type of Contract you own and is calculated as follows:
<TABLE>
<S>                        <C>                  <C>                      <C>
    INSTALLMENT PURCHASE PAYMENT CONTRACT              SINGLE PURCHASE PAYMENT CONTRACT
 
<CAPTION>
   COMPLETED PURCHASE        DEFERRED SALES       COMPLETED CONTRACT        DEFERRED SALES
     PAYMENT PERIODS        CHARGE DEDUCTION             YEARS             CHARGE DEDUCTION
- -------------------------  -------------------  -----------------------  ---------------------
<S>                        <C>                  <C>                      <C>
Less than 5                            5%       Less than 5                           5%
                                                5 or more but less than
5 or more but less than 7              4%        6                                    4%
                                                6 or more but less than
7 or more but less than 9              3%        7                                    3%
9 or more but less than                         7 or more but less than
 10                                    2%        8                                    2%
                                                8 or more but less than
10 or more                             0%        9                                    1%
                                                9 or more                             0%
</TABLE>
 
<TABLE>
 <S>                                                                      <C>
        ANNUAL CONTRACT MAINTENANCE FEE...................................   $ 20.00
        The maintenance fee will generally be deducted annually from
        each
        Installment Purchase Payment Contract.
        There is no maintenance fee under Single Purchase Payment
        Contracts.
        ALLOCATION AND TRANSFER FEES......................................   $  0.00
        The Company currently allows an unlimited number of transfers
        or allocation changes without charge. However we reserve the
        right to
        assess a fee of $10.00 for each transfer or allocation change
        in excess of
        12 made during each calendar year.
</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>
        MORTALITY AND EXPENSE RISK CHARGE.................................     1.25%
 
        ADMINISTRATIVE EXPENSE CHARGE.....................................     0.00%
                                                                             -------
        We currently do not impose an Administrative Expense Charge.
        However, we reserve the right to deduct a daily charge of not
        more than 0.25% per year from the Subaccounts.
 
        TOTAL SEPARATE ACCOUNT ANNUAL EXPENSES............................     1.25%
                                                                             -------
                                                                             -------
</TABLE>
 
- --------------------------------------------------------------------------------
                                 FEE TABLE - 1
<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 Funds  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
                                            ADVISORY
                                            FEES(1)       OTHER EXPENSES      TOTAL
                                         (AFTER EXPENSE   (AFTER EXPENSE   FUND ANNUAL
                                         REIMBURSEMENT)   REIMBURSEMENT)    EXPENSES
                                         --------------   --------------   -----------
 <S>                                     <C>              <C>              <C>
 Aetna Variable Fund(2)                       0.25%            0.06%          0.31%
 Aetna Income Shares(2)                       0.25%            0.08%          0.33%
 Aetna Variable Encore Fund(2)                0.25%            0.10%          0.35%
 Aetna Investment Advisers Fund,
  Inc.(2)                                     0.25%            0.08%          0.33%
 Aetna Ascent Variable Portfolio(2)           0.50%            0.15%          0.65%
 Aetna Crossroads Variable Portfolio(2)       0.50%            0.15%          0.65%
 Aetna Legacy Variable Portfolio(2)           0.50%            0.15%          0.65%
 Alger American Growth Portfolio              0.75%            0.10%          0.85%
 Alger American Small Cap Portfolio           0.85%            0.07%          0.92%
 Fidelity VIP II Contrafund
  Portfolio(3)                                0.61%            0.11%          0.72%
 Fidelity VIP Equity-Income Portfolio         0.51%            0.10%          0.61%
 Fidelity VIP Growth Portfolio                0.61%            0.09%          0.70%
 Fidelity VIP Overseas Portfolio              0.76%            0.15%          0.91%
 Janus Aspen Aggressive Growth
  Portfolio(4)                                0.75%            0.11%          0.86%
 Janus Aspen Balanced Portfolio(4)            0.82%            0.55%          1.37%
 Janus Aspen Growth Portfolio(4)              0.65%            0.13%          0.78%
 Janus Aspen Short-Term Bond
  Portfolio(4)                                0.00%            0.70%          0.70%
 Janus Aspen Worldwide Growth
  Portfolio(4)                                0.68%            0.22%          0.90%
 Scudder International Portfolio Class
  A Shares                                    0.88%            0.20%          1.08%
 TCI Growth(5)                                1.00%            0.00%          1.00%
</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) As of May 1, 1996, the  Company will provide administrative services to  the
    Fund  and will  assume the Fund's  ordinary recurring direct  costs under an
    Administrative Services Agreement. The "Other Expenses" shown are not  based
    on figures for the year ended December 31, 1995, but reflect the fee payable
    under this Agreement.
(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
    0.73% for the Contrafund Portfolio.
(4) The  information for each Portfolio is net of fee waivers or reductions from
    Janus Capital. Fee reductions for  the Aggressive Growth, Balanced,  Growth,
    and  Worldwide Growth Portfolios  reduce the management fee  to the level of
    the corresponding Janus retail fund. Other waivers, if applicable, are first
    applied against the management fee and then against other expenses.  Without
    such  waivers or  reductions, the Management  Fee, Other  Expenses and Total
    Fund Annual Expenses would have been 0.82%, 0.11%, and 0.93% for  Aggressive
    Growth  Portfolio; 1.00%, 0.55%, 1.55%  for Balanced Portfolio; 0.85%, 0.13%
    and 0.98% for Growth Portfolio; 0.65%,  0.72% and 1.37% for Short-Term  Bond
    Portfolio;  and  0.87%,  0.22%  and 1.09%  for  Worldwide  Growth Portfolio;
    respectively.  Janus  Capital  may  modify  or  terminate  the  waivers   or
    reductions  at any  time upon  90 days  notice to  the Portfolio's  Board of
    Trustees.
(5) The Portfolio's investment adviser pays all expenses of the Portfolio except
    brokerage commissions, taxes, interest, fees, expenses of the non-interested
    person directors (including counsel fees) and extraordinary expenses.  These
    expenses  have historically represented  a very small  percentage (less than
    0.01%) of total net assets in a fiscal year.
 
- --------------------------------------------------------------------------------
                                 FEE TABLE - 2
<PAGE>
HYPOTHETICAL ILLUSTRATION (EXAMPLE)
 
THIS  EXAMPLE  IS   PURELY  HYPOTHETICAL.   IT  SHOULD  NOT   BE  CONSIDERED   A
REPRESENTATION  OF PAST OR  FUTURE EXPENSES OR  EXPECTED RETURN. ACTUAL EXPENSES
AND/OR RETURN MAY BE MORE OR LESS THAN THOSE SHOWN BELOW.
 
The following  Examples  illustrate  the  expenses that  would  have  been  paid
assuming  a $1,000 investment in the Contract and a 5% return on assets. For the
purposes of these  Examples, the  $20 maintenance fee  has been  converted to  a
percentage of assets equal to 0.077%.
 
<TABLE>
<CAPTION>
                                                         EXAMPLE A                               EXAMPLE B
                                           -------------------------------------   -------------------------------------
                                           IF  YOU WITHDRAW YOUR ENTIRE CONTRACT   IF YOU DO NOT WITHDRAW YOUR  CONTRACT
                                           VALUE  AT  THE  END  OF  THE  PERIODS   VALUE, OR IF YOU ANNUITIZE AT THE END
                                           SHOWN, YOU  WOULD PAY  THE  FOLLOWING   OF  THE PERIODS SHOWN,  YOU WOULD PAY
                                           EXPENSES,  INCLUDING  ANY  APPLICABLE   THE  FOLLOWING EXPENSES  (NO DEFERRED
                                           DEFERRED SALES CHARGE:                  SALES CHARGE IS REFLECTED):*
                                           1 YEAR   3 YEARS   5 YEARS   10 YEARS   1 YEAR   3 YEARS   5 YEARS   10 YEARS
                                           ------   -------   -------   --------   ------   -------   -------   --------
 <S>                                       <C>      <C>       <C>       <C>        <C>      <C>       <C>       <C>
 Aetna Variable Fund                         $68      $107      $148      $194       $17      $52       $ 89      $194
 Aetna Income Shares                         $69      $107      $149      $196       $17      $52       $ 90      $196
 Aetna Variable Encore Fund                  $69      $108      $150      $198       $17      $53       $ 91      $198
 Aetna Investment Advisers Fund, Inc.        $69      $107      $149      $196       $17      $52       $ 90      $196
 Aetna Ascent Variable Portfolio             $72      $117      $165      $230       $20      $62       $107      $230
 Aetna Crossroads Variable Portfolio         $72      $117      $165      $230       $20      $62       $107      $230
 Aetna Legacy Variable Portfolio             $72      $117      $165      $230       $20      $62       $107      $230
 Alger American Growth Portfolio             $73      $122      $174      $251       $22      $68       $117      $251
 Alger American Small Cap Portfolio          $74      $124      $178      $258       $23      $70       $120      $258
 Fidelity VIP II Contrafund Portfolio        $72      $119      $168      $238       $21      $64       $110      $238
 Fidelity VIP Equity-Income Portfolio        $71      $116      $163      $226       $20      $61       $105      $226
 Fidelity VIP Growth Portfolio               $72      $118      $167      $236       $21      $64       $109      $236
 Fidelity VIP Overseas Portfolio             $74      $124      $177      $257       $23      $70       $120      $257
 Janus Aspen Aggressive Growth Portfolio     $74      $123      $175      $252       $22      $68       $117      $252
 Janus Aspen Balanced Portfolio              $78      $137      $199      $303       $27      $84       $143      $303
 Janus Aspen Growth Portfolio                $73      $120      $171      $244       $21      $66       $113      $244
 Janus Aspen Short-Term Bond Portfolio       $72      $118      $167      $236       $21      $64       $109      $236
 Janus Aspen Worldwide Growth Portfolio      $74      $124      $177      $256       $23      $70       $119      $256
 Scudder International Portfolio Class A
  Shares                                     $76      $129      $185      $274       $24      $75       $128      $274
 TCI Growth                                  $75      $127      $181      $266       $24      $73       $124      $266
</TABLE>
 
- --------------------------
* This Example  would not  apply if  a nonlifetime  variable annuity  option  is
  selected  and  a lump  sum settlement  is requested  within three  years after
  annuity payments  start  since the  lump  sum payment  will  be treated  as  a
  withdrawal  during the Accumulation Period and will be subject to any deferred
  sales charge that would then apply. (See Example A.)
 
- --------------------------------------------------------------------------------
                                 FEE TABLE - 3
<PAGE>
                        CONDENSED FINANCIAL INFORMATION
   (SELECTED DATA FOR ACCUMULATION UNITS OUTSTANDING THROUGHOUT EACH PERIOD)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
THE CONDENSED FINANCIAL INFORMATION PRESENTED BELOW FOR EACH OF THE YEARS IN THE
TEN-YEAR PERIOD ENDED  DECEMBER 31, 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       1990       1989       1988       1987
                                ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
 
<S>                             <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
AETNA VARIABLE FUND
Value at beginning of period     $105.558   $107.925   $102.383    $97.165    $77.845    $76,311    $59.871    $52.885    $50.760
Value at end of period           $137.869   $105.558   $107.925   $102.383    $97.165    $77.845    $76.311    $59.871    $52.885
Increase (decrease) in value
 of accumulation unit(1)            30.61%     (2.19)%      5.41%      5.37%     24.82%      2.01%     27.46%     13.21%      4.19%
Number of accumulation units
 outstanding at end of period   6,364,000  13,966,072 21,148,863 24,201,565 20,948,226 18,362,906 17,142,820 16,455,396 16,497,406
 
AETNA INCOME SHARES
Value at beginning of period      $40.173    $42.283    $39.038    $36.789    $31.192    $28.943    $25.574    $24.061    $23.308
Value at end of period            $46.913    $40.173    $42.283    $39.038    $36.789    $31.192    $28.943    $25.574    $24.061
Increase (decrease) in value
 of accumulation unit(1)            16.78%     (4.99)%      8.31%      6.11%     17.94%      7.77%     13.17%      6.29%      3.23%
Number of accumulation units
 outstanding at end of period   2,377,622  5,108,720  8,210,666  8,507,292  7,844,412  6,984,793  6,202,834  5,955,293  5,372,271
 
AETNA VARIABLE ENCORE FUND
Value at beginning of period      $36.271    $35.282    $34.619    $33.812    $32.138    $30.012    $27.783    $26.171    $24.812
Value at end of period            $37.988    $36.271    $35.282    $34.619    $33.812    $32.138    $30.012    $27.783    $26.171
Increase (decrease) in value
 of accumulation unit(1)             4.73%      2.80%      1.92%      2.39%      5.21%      7.08%      8.02%      6.16%      5.48%
Number of accumulation units
 outstanding at end of period   1,826,260  3,679,802  5,086,515  7,534,662  8,430,082  10,220,110 8,286,033  8,154,644  7,326,151
 
AETNA INVESTMENT
 ADVISERS FUND, INC.
Value at beginning of period      $14.288    $14.519    $13.379    $12.736    $10.896    $10.437    $10.000(2)
Value at end of period            $17.954    $14.288    $14.519    $13.379    $12.736    $10.896    $10.437
Increase (decrease) in value
 of accumulation unit(1)            25.65%     (1.59)%      8.52%      5.05%     16.89%      4.40%      4.37%
Number of accumulation units
 outstanding at end of period   9,193,181  21,990,186 30,784,750 34,802,433 22,898,099 17,078,985 9,535,986
 
TCI GROWTH
Value at beginning of period      $10.213    $10.463    $10.000(3)
Value at end of period            $13.224    $10.213    $10.463
Increase (decrease) in value
 of accumulation unit(1)            29.47%     (2.39)%      4.63%
Number of accumulation units
 outstanding at end of period   4,184,701  12,096,731 12,272,152
 
<CAPTION>
                                  1986
                                ---------
<S>                             <C>
AETNA VARIABLE FUND
Value at beginning of period      $43.205
Value at end of period            $50.760
Increase (decrease) in value
 of accumulation unit(1)            17.49%
Number of accumulation units
 outstanding at end of period   16,578,251
AETNA INCOME SHARES
Value at beginning of period      $20.703
Value at end of period            $23.308
Increase (decrease) in value
 of accumulation unit(1)            12.58%
Number of accumulation units
 outstanding at end of period   6,188,470
AETNA VARIABLE ENCORE FUND
Value at beginning of period      $23.504
Value at end of period            $24.812
Increase (decrease) in value
 of accumulation unit(1)             5.57%
Number of accumulation units
 outstanding at end of period   6,692,947
AETNA INVESTMENT
 ADVISERS FUND, INC.
Value at beginning of period
Value at end of period
Increase (decrease) in value
 of accumulation unit(1)
Number of accumulation units
 outstanding at end of period
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>
 
(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) 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 - 1
<PAGE>
                                  THE COMPANY
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
    Aetna  Life Insurance and  Annuity Company (the "Company")  is the issuer of
the Contract, and  as such, it  is responsible for  providing the insurance  and
annuity  benefits  under the  Contract. The  Company is  a stock  life insurance
company organized under the insurance laws of the State of Connecticut in  1976.
Through  a merger, it succeeded  to the business of  Aetna Variable Annuity Life
Insurance Company  (formerly Participating  Annuity Life  Insurance Company,  an
Arkansas  life insurance company  organized in 1954). The  Company is engaged in
the business of issuing life  insurance policies and variable annuity  contracts
in  all states of  the United States. The  Company's principal executive offices
are located at 151 Farmington Avenue, Hartford, Connecticut 06156.
 
    The Company is a wholly owned subsidiary of Aetna Retirement Holdings, Inc.,
which is in turn  a wholly owned subsidiary  of Aetna Retirement Services,  Inc.
and an indirect wholly owned subsidiary of Aetna Life and Casualty Company.
 
                           VARIABLE ANNUITY ACCOUNT 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  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 of
 companies which have a market capitalization of $1 billion or greater.(2)
 
- -ALGER  AMERICAN  FUND--ALGER  AMERICAN  SMALL  CAPITALIZATION  PORTFOLIO  seeks
 long-term  capital appreciation. Except during temporary defensive periods, the
 Portfolio invests at  least 65%  of its total  assets in  equity securities  of
 companies  that, at the time of purchase  of such securities, have total market
 capitalization within  the range  of  companies included  in the  Russell  2000
 Growth  Index, updated quarterly. The Russell  2000 Growth Index is designed to
 track the performance of small capitalization companies. At March 31, 1996, the
 range of  market capitalization  of these  companies was  $20 million  to  $3.0
 billion.(2)
 
- -FIDELITY INVESTMENTS' VARIABLE INSURANCE PRODUCTS FUND II--CONTRAFUND PORTFOLIO
 seeks  maximum total return  over the long  term by investing  mainly in equity
 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 December 29, 1995  included companies with capitalizations between
 approximately $118 million and $7.5 billion, 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 selected  primarily for their  income
 potential.(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
 
- --------------------------------------------------------------------------------
                                       2
<PAGE>
 preservation of  capital. The  Portfolio pursues  its investment  objective  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)
 
- -SCUDDER  VARIABLE LIFE INVESTMENT FUND-- INTERNATIONAL PORTFOLIO CLASS A SHARES
 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.  This Credited Interest
  Option is  available  in all  states  except  Washington and  New  York.  (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. This credited  interest option is  offered in New
  York only. (See Appendix III.)
 
- --------------------------------------------------------------------------------
                                       3
<PAGE>
                                    PURCHASE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
CONTRACT PURCHASE AND AVAILABILITY
 
    The  Contracts described in this Prospectus are individual deferred variable
annuity contracts designed to fund plans adopted by or on behalf of  individuals
entitled to tax-deferred treatment under Section 408(b) of the Code ("IRA"), and
plans  established for  employees whose employer  contributes to  their IRA plan
pursuant to the Simplified Employee  Pension ("SEP") Plan provisions of  Section
408(k) of the Code.
 
    These  Contracts may be purchased by  completing the proper application form
and submitting it  to the  Distributor. 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 the acceptance  of the application.  If
the  application is rejected, the application  and any Purchase Payments will be
returned to the Contract Holder.
 
PURCHASE PAYMENTS
 
    Two types of Contracts are  available. Continuing periodic payments will  be
placed  in "Installment Purchase Payments Contracts,"  and lump sum transfers of
amounts accumulated under a pre-existing plan may be placed in "Single  Purchase
Payment  Contracts" in accordance with the  Company's procedures and minimums in
effect at the time of purchase.
 
    The minimum  Purchase  Payment for  a  Single Payment  Contract  is  $5,000.
Installment  Purchase Payments must be at least $85 per month or $1,000 annually
for IRA and  SEP Plans. (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 "Tax Status.")
 
    ALLOCATION OF  PURCHASE  PAYMENTS.   Purchase  Payments  will  initially  be
allocated  to the Subaccounts  or Credited Interest Options  as specified 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
 
    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  you  receive the  Contract  will consist  of  a refund  of  the
Purchase Payment.
 
                             CHARGES AND DEDUCTIONS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
DAILY DEDUCTIONS FROM THE SEPARATE ACCOUNT
 
    MORTALITY AND EXPENSE RISK CHARGE.  The Company makes a daily deduction from
each of the Subaccounts for the mortality and expense risk charge. The charge is
equal,  on an annual basis, to 1.25% of  the daily net assets of the Subaccounts
and compensates the  Company for  the assumption  of the  mortality and  expense
risks  under the Contract. The mortality risks are those assumed for our promise
to make lifetime payments according to annuity rates specified in the  Contract.
The  expense risk is the risk that  the actual expenses for costs incurred under
the Contract  will  exceed the  maximum  costs that  can  be charged  under  the
Contract.
 
    If  the amount deducted for mortality and expense risks is not sufficient to
cover the  mortality costs  and expense  shortfalls, the  loss is  borne by  the
Company.  If the deduction  is more than  sufficient, the excess  may be used to
recover distribution  expenses relating  to the  Contracts and  as a  source  of
profit  to the Company. The Company expects  to make a profit from the mortality
and expense risk charge.
 
- --------------------------------------------------------------------------------
                                       4
<PAGE>
    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
of an amount equal, on an annual basis,  to a maximum of 0.25% of the daily  net
assets  of the Subaccounts. There is  currently no administrative 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 of $20 from the Installment Purchase Payment Contract Value. The
maintenance  fee  is to  reimburse the  Company for  some of  its administrative
expenses relating to the establishment and maintenance of the Contract. There is
no maintenance fee under Single Purchase Payment Contracts.
 
    The maintenance fee is  determined annually based on  the Contract Value  on
the last day of the Contract Year. 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  Account Value may  be subject to a
deferred sales charge. The deferred sales  charge is a percentage of the  amount
withdrawn  from the Subaccounts, the  Fixed Account, the Guaranteed Accumulation
Account and the Guaranteed Interest Account.
 
    For Installment Purchase  Payment Contracts,  the deferred  sales charge  is
based  on the number of completed  Purchase Payment Periods. For Single Purchase
Payment Contracts, it is based on the number of Contract Years that have elapsed
since the Purchase Payments were made.  The amount of the deferred sales  charge
is determined in accordance with the schedule set forth in the following tables:
 
                    INSTALLMENT PURCHASE PAYMENT CONTRACTS:
 
<TABLE>
<CAPTION>
PURCHASE PAYMENT                 DEFERRED SALES
PERIODS COMPLETED               CHARGE DEDUCTION
- ----------------------------  ---------------------
<S>                           <C>
Less than 5                                5%
5 or more but less than 7                  4%
7 or more but less than 9                  3%
9 or more but less than 10                 2%
10 or more                                 0%
</TABLE>
 
                       SINGLE PURCHASE PAYMENT CONTRACTS:
 
<TABLE>
<CAPTION>
CONTRACT YEARS                   DEFERRED SALES
 COMPLETED                      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%
</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 on  or after  the tenth  anniversary of  the effective  date of  the
  Installment Purchase Payment Contract;
 
- - 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; or
 
- - in the case of any Installment Purchase Payment Contract, withdrawn in part or
  in  full provided  the Participant is  at least  age 59 1/2  and nine Purchase
  Payment Periods have been completed for the benefit of the Participant.
 
    FREE WITHDRAWAL.  Up to 10% of  the current Contract Value may be  withdrawn
annually without a deferred sales charge. 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 of withdrawal. This  provision is only available  if
you are between the ages of 59 1/2 and 70 1/2.
 
- --------------------------------------------------------------------------------
                                       5
<PAGE>
    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 the 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.
 
ACCUMULATION UNITS
 
    The  value of your interests  in a Subaccount is  expressed as the number of
"Accumulation Units" that you  hold multiplied by  an "Accumulation Unit  Value"
(or  "AUV")  for each  unit.  The AUV  on any  Valuation  Date is  determined by
multiplying the value  on the immediately  preceding Valuation Date  by the  net
investment  factor of  that Subaccount  for the  period between  the immediately
preceding Valuation Date and  the current Valuation  Date. (See "Net  Investment
Factor"  below.) The Accumulation Unit Value  will be affected by the investment
performance, expenses and charges of the applicable Fund and is reduced each day
by a percentage that accounts for the daily assessment of mortality and  expense
risk charges and the administrative expense charge (if any).
 
    Initial  Purchase Payments  will be credited  to your  Contract as described
under "Purchase." Each subsequent Purchase Payment (or amount transferred)  will
be  credited to  your Account  at the  AUV computed  on the  next Valuation Date
following our  receipt of  your payment  or transfer  request. The  value of  an
Accumulation Unit may increase or decrease.
 
NET INVESTMENT FACTOR
 
    The net investment factor is used to measure the investment performance of a
Subaccount  from one Valuation Date to the next. The net investment factor for a
Subaccount for any valuation period is equal  to the sum of 1.0000 plus the  net
investment rate. The net investment rate equals:
 
(a)  the  net assets of the Fund held by the Subaccount on the current Valuation
     Date, minus
 
(b)  the net  assets  of  the Fund  held  by  the Subaccount  on  the  preceding
     Valuation Date, plus or minus
 
(c)  taxes or provisions for taxes, if any, attributable to the operation of the
     Subaccount;
 
(d)  divided  by the  total value  of the  Subaccounts Accumulation  and Annuity
     Units on the preceding Valuation Date;
 
- --------------------------------------------------------------------------------
                                       6
<PAGE>
(e)  minus a daily charge  at the annual effective  rate of 1.25% 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  total  number  of
investment  options that  you may select  during the Accumulation  Period may be
limited, as set forth on your application. In addition, we reserve the right  to
assess  a fee of $10.00  for each transfer or allocation  change in excess of 12
made during each calendar year. 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."
 
                                  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 minus any applicable  deferred sales charge and maintenance
 fee.
 
- -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, amounts  will be withdrawn proportionately  from
each  Subaccount or Credited  Interest Option in which  the Account is invested,
unless you  request otherwise  in writing.  All amounts  paid will  be based  on
Contract  Values 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 maintenance fee and 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.  See
Appendix I and III for a
discussion  of amounts withdrawn from GIA or GAA and then reinvested. If you are
contemplating reinvestment,
you should seek competent advice regarding the tax consequences associated  with
such a transaction.
 
- --------------------------------------------------------------------------------
                                       7
<PAGE>
                         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.
 
- -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 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) if you  die 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; or
 
- - 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
certain    greater   than    the   Beneficiary's   life    expectancy.   If   no
 
- --------------------------------------------------------------------------------
                                       8
<PAGE>
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 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
 
- - 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.
 
    Annuity Payments will not begin until  an Annuity Option has been  selected.
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. You may make or change
your selection at any time prior to 30 days before the Annuity Date. We may also
offer additional Annuity Options under your Contract from time to time.
 
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 be made
for 3 to 30 years, as selected. 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  three  years  of  payments  have
 
- --------------------------------------------------------------------------------
                                       9
<PAGE>
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. The Company  expects to offer additional  Annuity Options and  enhanced
versions  of the Annuity  Options listed above  at some time  during 1996. 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, the 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 Annuitant,  (b) the joint
lives of the Annuitant  and Beneficiary, (c) a  period certain greater than  the
Annuitant's life expectancy, or (d) a period certain greater than the joint life
expectancies of the Annuitant and Beneficiary.
 
    AMOUNT  OF EACH ANNUITY PAYMENT.  The  amount of each payment depends on how
you allocate your Contract Value between fixed and variable payouts. No election
may be made that would result in the first Annuity payment of less than $20,  or
total  yearly Annuity payments of less than  $100. 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 expense 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 may be paid in a lump-sum
to the Beneficiary (unless  otherwise requested), and  no deferred sales  charge
will be imposed.
 
    If  the Annuitant dies after  Annuity payments have begun  and if there is a
death benefit payable under the Annuity option elected, the remaining value must
be distributed to  the Beneficiary  at least as  rapidly as  under the  original
method of distribution.
 
- --------------------------------------------------------------------------------
                                       10
<PAGE>
    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 or Beneficiary may depend upon the tax status of
the individual  concerned. Any  person concerned  about these  tax  implications
should consult a competent tax adviser before initiating any transaction.
 
TAXATION OF THE COMPANY
 
    The  Company is taxed as a life  insurance company under the Code. Since the
Separate Account is  not an entity  separate from  the Company, it  will not  be
taxed  separately as a "regulated investment company" under the Code. Investment
income and realized capital gains are automatically applied to increase reserves
under the Contracts. Under existing federal income tax law, the Company believes
that the Separate Account investment income and realized net capital gains  will
not  be taxed to the  extent that such income and  gains are applied to increase
the reserves under the Contracts.
 
    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. Purchasers are
responsible  for  determining  that   contributions,  distributions  and   other
transactions  with respect to the Contracts  satisfy applicable laws, and should
consult their legal  counsel and tax  adviser regarding the  suitability of  the
Contract.
 
    Section  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  as  mandated by  the  Internal Revenue  Code.  Purchasers of  an IRA
Contract will  be provided  with  supplemental information  as required  by  the
Internal  Revenue  Code. 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.
 
    TAXATION OF DISTRIBUTIONS.   All  distributions will  be taxed  as they  are
received  unless you made a rollover contribution of the distribution to another
retirement plan or to  another IRA in  accordance with the  Code, or unless  you
have made after-tax contributions to the plan,
 
- --------------------------------------------------------------------------------
                                       11
<PAGE>
which  are not taxed upon distribution. The  Code has specific rules that apply,
depending on the type of distribution received, if after-tax contributions  were
made.
 
    In  general, payments  received by 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 unless made when  (a) you have  attained age 59  1/2, (b) you  have
become disabled, (c) the distribution amount is rolled over into another plan of
the  same type  in accordance with  the terms of  the Code. The  Code may impose
other penalty taxes in other circumstances.
 
                                 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  ("SEC") and  is a  member of  the  National
Association of Securities Dealers, Inc. (NASD). As underwriter, the Company will
contract  with one or more registered broker-dealers ("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 in
connection with establishing the 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 on 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
 
- --------------------------------------------------------------------------------
                                       12
<PAGE>
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 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 to 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 attributable to that Fund, divided by
the  net asset value of  one share of that Fund.  During the Annuity Period, the
number of votes is equal to the  valuation reserve applicable to the portion  of
the  Contract attributable to that  Fund, divided by the  net asset value of one
share of that Fund. In determining the number of votes, fractional votes will be
recognized.
 
MODIFICATION OF THE CONTRACT
 
    The Company may modify the Contract when it deems an amendment  appropriate,
by giving written notice to you 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.
 
- --------------------------------------------------------------------------------
                                       13
<PAGE>
              CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
The Statement of  Additional Information contains  more specific information  on
the  Separate Account and the  Contract, as well as  the financial statements of
the Separate Account and the Company. A list  of the contents of the SAI is  set
forth below:
 
<TABLE>
<S>                                                                                  <C>
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 the Company
</TABLE>
 
- --------------------------------------------------------------------------------
                                       14
<PAGE>
                                   APPENDIX I
                          GUARANTEED INTEREST ACCOUNT
            (AVAILABLE IN ALL STATES EXCEPT WASHINGTON AND NEW YORK)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
THE  GUARANTEED INTEREST ACCOUNT ("GIA") IS A CREDITED INTEREST OPTION AVAILABLE
DURING THE ACCUMULATION PERIOD. AMOUNTS ALLOCATED TO SHORT-TERM  CLASSIFICATIONS
OF  GIA ARE HELD  IN THE COMPANY'S  GENERAL ACCOUNT THAT  SUPPORTS INSURANCE AND
ANNUITY OBLIGATIONS. AMOUNTS ALLOCATED TO  LONG-TERM CLASSIFICATIONS OF GIA  ARE
HELD  IN A NONINSULATED, NONUNITIZED SEPARATE ACCOUNT. 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.
 
    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 funds 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.
 
- --------------------------------------------------------------------------------
                                       15
<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.  The
Company's  determination of interest rates reflects the investment income earned
on invested  assets and  the amortization  of any  capital gains  and/or  losses
realized  on the sale of  invested assets. Under 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.
 
    Under  certain emergency conditions, we may defer payment of a Fixed Account
withdrawal value (a) for  a period of up  to six months, or  (b) as provided  by
federal law.
 
    In  addition, if allowed by state law, the Company may pay any Fixed Account
withdrawal value 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 $250,000 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, 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.
 
    Amounts  applied to the Fixed Account will  earn the interest rate in effect
when actually applied to the Fixed Account.
 
    The Fixed Account will reflect a compound interest rate credited by us.  The
interest  rate quoted is an  annual effective yield. We  make no deductions from
the credited interest  rate for  mortality and  expense risks;  these risks  are
considered in determining the credited rate.
 
TRANSFERS AMONG INVESTMENT OPTIONS
 
    Transfers   from  the  Fixed  Account  to  any  other  available  investment
options(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.
 
    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.
 
- --------------------------------------------------------------------------------
                                       16
<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  UNDER THE CONTRACTS DISCUSSED IN  THIS
PROSPECTUS.  AMOUNTS ALLOCATED TO LONG-TERM CLASSIFICATIONS OF GAA ARE HELD IN A
NONINSULATED, NONUNITIZED  SEPARATE  ACCOUNT. AMOUNTS  ALLOCATED  TO  SHORT-TERM
CLASSIFICATIONS  OF GAA ARE HELD IN THE COMPANY'S GENERAL 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. 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. This option guarantees the minimum interest
rate specified in the Contract.
 
    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 from three to ten years.
 
    PURCHASE PAYMENTS MUST REMAIN IN GAA FOR THE FULL GUARANTEED TERM TO RECEIVE
THE QUOTED  INTEREST RATES.  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 your receipt of 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  or mandatory  income tax
withholding.
 
    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.
 
MORTALITY AND EXPENSE RISK CHARGES
 
    We  make no  deductions from  the credited  interest rate  for mortality and
expense risks; these risks are considered in determining the credited rate.
 
TRANSFERS
 
    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.
 
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.
 
- --------------------------------------------------------------------------------
                                       17
<PAGE>
                                  APPENDIX IV
                      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 special rules apply to
many of the items summarized here and the Company 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 the  Company at
1-800-531-4547 or write to the Company at its Home Office.
 
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  as  part of  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 distributions.  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 more than
70 1/2 years  old 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 cannot 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 the Company
which year the contribution  is for. If  you do not  say otherwise, the  Company
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,
your 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. You  will have to keep separate  records
if  you make any nondeductible IRA contributions. The Company 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 nondeductible contributions and  earnings
by such date.
 
- --------------------------------------------------------------------------------
                                       18
<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.  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,
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.  If  the  total
retirement-type  payments made  to you  in a  given year  exceed certain "Excess
Accumulation" levels set by the IRS, 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 IRS factors for your estimated life expectancy. 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 amount you should have received.
 
ROLLOVERS
 
    You can rollover  funds from another  IRA to this  IRA or from  this IRA  to
another  IRA and  defer paying  federal income  taxes on  such payment. However,
rollovers must be completed  within 60 days of  receipt of distribution and  the
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, if  you  engage  in  a  prohibited
transaction,  or if  you have  an "excess  accumulation" or  do not  receive any
minimum required  distributions,  you  must  file  IRS  Form  5329  to  pay  the
applicable excise and penalty taxes.
 
    The Company does not prepare or file these forms on your behalf.
 
- --------------------------------------------------------------------------------
                                       19
<PAGE>

Insurance products offered by:
Aetna Life Insurance and Annuity Company


Securities offered through:
Aetna Investment Services, Inc.
151 Farmington Avenue
Hartford, CT 06156
1-800-531-4547

Visit our home page on the Internet
http://www.aetna.com






[LOGO]

Aetna
Retirement
Services, Inc.













Printed on recycled paper

75992-2

<PAGE>

                          VARIABLE ANNUITY ACCOUNT C
                                      OF
                   AETNA LIFE INSURANCE AND ANNUITY COMPANY

            STATEMENT OF ADDITIONAL INFORMATION DATED MAY 1, 1996


             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........................................................6
Sales Material and Advertising..........................................7
Independent Auditors....................................................8
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 had assets of $27.1 billion (subject to $25.5 billion of customer and 
other liabilities, $1.6 billion of shareholder equity) which includes $11 
billion in assets held in the Company's separate accounts.  The Company had 
$22 billion in assets under management, including $8 billion in its mutual 
funds.  As of December 31, 1994, it ranked among the top 2% of all U.S. life 
insurance companies by size.  The Company is a wholly owned subsidiary of 
Aetna Retirement Holdings, Inc., which is in turn a wholly owned subsidiary 
of Aetna Retirement Services, Inc. and an indirect wholly owned subsidiary of 
Aetna Life and Casualty Company.  The Company is engaged in the business of 
issuing life insurance policies and annuity contracts in all states of the 
United States. The Company's Home Office is located at 151 Farmington Avenue, 
Hartford, Connecticut 06156.



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




                                     2


<PAGE>

<TABLE>
<CAPTION>

    <S>                                        <C>

    Aetna Variable Fund                        Fidelity VIP Overseas Portfolio
    Aetna Income Shares                        Fidelity VIP II Contrafund Portfolio
    Aetna Variable Encore Fun                  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 Class A Shares
    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.  The Company may advertise the "standardized average annual total 
returns," calculated in a manner prescribed by the Securities and Exchange 
Commission (the "standardized return"), as well as "non-standardized 
returns," both of which are described below.



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




                                     3

<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 such date.  These figures are calculated by adjusting the actual 
returns of the Fund to reflect the charges that would have been assessed 
under the Contract had that Fund been available under the Contract during 
that period.



Investment results of the 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 table below reflects the average annual standardized and non-standardized 
total return quotation figures for the  periods ended December 31, 1995 for 
the Subaccounts under the Contract. Tables A and B reflect the average annual 
standardized and non-standardized total return quotation figures for the 
periods ended December 31, 1995 for the Subaccounts under Installment Payment 
Accounts with a $0 annual maintenance fee and a $20 annual maintenance fee, 
respectively. 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>
<CAPTION>

                                                                 TABLE A
- -----------------------------------------------------------------------------------------------------------------------------
                                                                                                                      FUND
SINGLE PAYMENT ACCOUNT:                                                                                             INCEPTION
($0 MAINTENANCE FEE)                   STANDARDIZED                   NON-STANDARDIZED                                DATE
- ------------------------------------------------------------------------------------------------------------------------------

      SUBACCOUNT           1  Year      5 Years      10 Years      1 Year      3 Years      5 Years       10 Years
- ------------------------------------------------------------------------------------------------------------------------------
<S>                        <C>          <C>          <C>           <C>         <C>          <C>           <C>        <C>

 Aetna Variable Fund        24.08%       11.20%      12.30%        30.61%       10.43%       12.11%        12.30%    04/30/75
- ------------------------------------------------------------------------------------------------------------------------------
 Aetna Income Shares        10.94%        7.62%       8.52%        16.78%        6.32%        8.50%         8.52%    06/01/78
- ------------------------------------------------------------------------------------------------------------------------------
 Aetna Variable             (0.50%)       2.56%       4.92%         4.74%        3.14%        3.40%         4.92%    09/01/75
 Encore Fund
- ------------------------------------------------------------------------------------------------------------------------------
 Aetna Investment           19.37%        9.60%       8.88%*       25.65%       10.30%       10.50%         9.39%*   06/23/89
 Advisers Fund, Inc.
- ------------------------------------------------------------------------------------------------------------------------------
 Aetna Ascent                4.29%*        n/a         n/a          9.78%*        n/a          n/a            n/a    07/03/95
 Variable Portfolio
- ------------------------------------------------------------------------------------------------------------------------------
 Aetna Crossroads            3.20%*        n/a         n/a          8.63%*        n/a          n/a            n/a    07/03/95
 Variable Portfolio
- ------------------------------------------------------------------------------------------------------------------------------
 Aetna Legacy                0.95%*        n/a         n/a          6.26%*        n/a          n/a            n/a    07/03/95
 Variable Portfolio
- ------------------------------------------------------------------------------------------------------------------------------
 Alger American             27.95%       19.25%      17.46%*       34.68%       17.74%       20.23%        17.97%*   01/09/89
 Growth Portfolio
- ------------------------------------------------------------------------------------------------------------------------------
 Alger American Small       35.39%       17.95%      20.62%*       42.52%       14.33%       18.92%        20.96%*   09/21/88
 Cap Portfolio
- ------------------------------------------------------------------------------------------------------------------------------
 Fidelity Contrafund        31.02%*        n/a         n/a         37.92%*        n/a          n/a            n/a    01/03/95
 Portfolio
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>



                                     4


<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      26.75%      18.81%        11.92%*      33.42%       18.06%       19.78%       11.92%*     10/09/86
Portfolio
- ------------------------------------------------------------------------------------------------------------------------------
Fidelity Growth Portfolio   27.00%      18.28%        13.40%*      33.69%       15.85%       19.25%       13.40%*     10/09/86
- ------------------------------------------------------------------------------------------------------------------------------
Fidelity Overseas Portfolio  2.90%       5.81%         5.80%*       8.32%       13.67%        6.67%        5.92%*     01/28/87
- ------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Aggressive      19.62%      23.22%*         n/a        25.92%       26.00%*        n/a          n/a       09/13/93
Growth Portfolio
- ------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Balanced        17.10%      10.01%*         n/a        23.26%       12.49%*        n/a          n/a       09/13/93
Portfolio
- ------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Growth          22.12%      11.26%*         n/a        28.55%       13.78%*        n/a          n/a       09/13/93
Portfolio
- ------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Short-Term       2.77%       1.02%*         n/a         8.18%        3.30%*        n/a          n/a       09/13/93
Bond Portfolio
- ------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Worldwide       19.51%      16.54%*         n/a        25.80%       19.17%*        n/a          n/a       09/13/93
Growth Portfolio
- ------------------------------------------------------------------------------------------------------------------------------
Scudder International        4.25%       8.05%         7.60%*       9.74%       13.28%        8.93%        7.97%*     05/01/87
Portfolio Class A Shares
- ------------------------------------------------------------------------------------------------------------------------------
TCI Growth                  23.00%      12.63%        11.36%*      29.47%       11.42%       13.55%       11.50%*     11/20/87
- ------------------------------------------------------------------------------------------------------------------------------

</TABLE>

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



<TABLE>
<CAPTION>



                                                       TABLE B
- -----------------------------------------------------------------------------------------------------------------------------
                                                                                                                      FUND
INSTALLMENT PAYMENT ACCOUNT:                                                                                       INCEPTION
($20 ANNUAL MAINTENANCE FEE)            STANDARDIZED                   NON-STANDARDIZED                               DATE
- ------------------------------------------------------------------------------------------------------------------------------

      SUBACCOUNT           1  Year      5 Years      10 Years      1 Year      3 Years      5 Years       10 Years
- ------------------------------------------------------------------------------------------------------------------------------
<S>                        <C>          <C>         <C>            <C>        <C>           <C>           <C>         <C>
Aetna Variable Fund        23.95%       10.85%      12.18%         30.47%     10.31%        11.99%        12.18%      04/30/75
- ------------------------------------------------------------------------------------------------------------------------------
Aetna Income Shares        10.82%        7.28%       8.41%         16.65%      6.20%         8.39%         8.41%      06/01/78
- ------------------------------------------------------------------------------------------------------------------------------
Aetna Variable Encore      (0.61%)       2.24%       4.81%          4.62%      3.03%         3.29%         4.81%      09/01/75
Fund
- ------------------------------------------------------------------------------------------------------------------------------
Aetna Investment           19.24%        9.26%       8.41%*        25.52%     10.18%        10.39%         9.26%*     06/23/89
Advisers Fund, Inc.
- ------------------------------------------------------------------------------------------------------------------------------
Aetna Ascent                4.18%*       n/a          n/a           9.66%*      n/a           n/a            n/a      07/03/95
Variable Portfolio
- ------------------------------------------------------------------------------------------------------------------------------
Aetna Crossroads            3.09%*       n/a          n/a           8.52%*      n/a           n/a            n/a      07/03/95
Variable Portfolio
- ------------------------------------------------------------------------------------------------------------------------------
Aetna Legacy                0.84%*       n/a          n/a           6.15%*      n/a           n/a            n/a      07/03/95
Variable Portfolio
- ------------------------------------------------------------------------------------------------------------------------------
Alger American             27.81%       18.87%      16.98%*        34.54%     17.62%        20.10%        17.85%*     01/09/89
Growth Portfolio
- ------------------------------------------------------------------------------------------------------------------------------

</TABLE>


                                     5


<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>

Alger American Small Cap  35.25%       17.58%      19.97%*        42.37%       14.21%       18.79%        20.82%*     09/21/88
Portfolio
- ------------------------------------------------------------------------------------------------------------------------------
Fidelity Contrafund       30.88%*       n/a         n/a           37.77%*       n/a          n/a           n/a        01/03/95
Portfolio
- ------------------------------------------------------------------------------------------------------------------------------
Fidelity Overseas          2.79%        5.47%       5.20%*         8.20%       13.55%        6.56%         5.81%*     01/28/87
Portfolio
- ------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Aggressive    19.50%       23.05%*      n/a           25.79%       25.83%*       n/a           n/a        09/13/93
Growth Portfolio
- ------------------------------------------------------------------------------------------------------------------------------
Janus Aspen               16.97%        9.86%*      n/a           23.13%       12.34%*       n/a           n/a        09/13/93
Balanced Portfolio
- ------------------------------------------------------------------------------------------------------------------------------
Janus Aspen               21.99%       11.11%*      n/a           28.41%       13.62%*       n/a           n/a        09/13/93
Growth Portfolio
- ------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Short-Term     2.66%        0.88%*      n/a            8.07%        3.16%*       n/a           n/a        09/13/93
Bond Portfolio
- ------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Worldwide     19.38%       16.38%*      n/a           25.67%       19.01%*       n/a           n/a        09/13/93
Growth Portfolio
- ------------------------------------------------------------------------------------------------------------------------------
Scudder International      4.14%        7.71%       7.22%*         9.62%       13.16%        8.82%         7.86%*     05/01/87
Portfolio Class A Shares
- ------------------------------------------------------------------------------------------------------------------------------
TCI Growth                22.87%       12.27%      10.66%*        29.34%       11.30%       13.43%        11.36%*     11/20/87
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

                               ANNUITY PAYMENTS

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

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



                                     6

<PAGE>

process Annuity payments) and a mathematical adjustment which offsets the 
assumed net investment rate of 3.5% or 5% per annum.

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

EXAMPLE:

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

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

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

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

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

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

                        SALES MATERIAL AND ADVERTISING

The Company may include hypothetical illustrations in its sales literature 
that explain the


                                     7


<PAGE>


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 Subaccounts to established market 
indices such as the Standard & Poor's 500 Stock Index and the Dow Jones 
Industrial Average or to the percentage change in values of other management 
investment companies that have investment objectives similar to the 
Subaccount being compared.

We may publish in advertisements and reports, the ratings and other 
information assigned to us by one or more independent rating organizations 
such as A.M. Best Company, Duff & Phelps, Standard & Poor's Corporation and 
Moody's Investors Services, Inc.  The purpose of the ratings is to reflect 
our financial strength and/or claims-paying ability.  We may also quote 
ranking services such as Morningstar's Variable Annuity/Life Performance 
Report and Lipper's Variable Insurance Products Performance Analysis Service 
(VIPPAS), which rank variable annuity or life Subaccounts or their underlying 
funds by performance and/or investment objective.  From time to time, we will 
quote articles from newspapers and magazines or other publications or 
reports, including, but not limited to The Wall Street Journal, Money 
magazine, USA Today and The VARDS Report.

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

                            INDEPENDENT AUDITORS

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



                                        8


<PAGE>


                             FINANCIAL STATEMENTS


                          VARIABLE ANNUITY ACCOUNT C


                                    INDEX


Independent Auditors' Report  . . . . . . . . . . . .   S-2
Statement of Assets and Liabilities . . . . . . . . .   S-3
Statement of Operations . . . . . . . . . . . . . . .   S-8
Statements of Changes in Net Assets . . . . . . . . .   S-9
Notes to Financial Statements   . . . . . . . . . . .   S-10
Condensed Financial Information . . . . . . . . . . .   S-12




                                     S-1
<PAGE>

                          INDEPENDENT AUDITORS' REPORT

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

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

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

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



                                                           KPMG Peat Marwick LLP

Hartford, Connecticut
February 16, 1996


                                         S-2

<PAGE>

VARIABLE ANNUITY ACCOUNT C

STATEMENT OF ASSETS AND LIABILITIES - December 31, 1995
<TABLE>
<CAPTION>

ASSETS:
<S>                                                                                                         <C>
Investments, at net asset value: (Note 1)
  Aetna Variable Fund; 135,944,293 shares at $29.06 per share (cost $3,682,373,523)....................     $3,949,941,096
  Aetna Income Shares; 29,688,857 shares at $13.00 per share (cost $382,776,733).......................        386,007,595
  Aetna Variable Encore Fund; 17,318,377 shares at $13.30 per share (cost $221,087,268) ...............        230,291,686
  Aetna Investment Advisers Fund, Inc.; 49,855,715 shares at $14.50 per share
    (cost $600,395,092) ...............................................................................        723,017,695
  Aetna GET Fund, Series B; 5,897,397 shares at $12.40 per share (cost $59,712,454)....................         73,136,258
  Aetna Ascent Variable Portfolio; 454,714 shares at $10.80 per share (cost $4,803,331)................          4,908,736
  Aetna Crossroads Variable Portfolio; 341,591 shares at $10.74 per share (cost $3,599,790)............          3,668,757
  Aetna Legacy Variable Portfolio; 180,468 shares at $10.64 per share (cost $1,883,466)................          1,919,680
  Alger American Funds:
    Alger American Growth Portfolio; 1,234,082 shares at $31.16 per share  (cost
    $38,739,937).......................................................................................         38,454,000
    Alger American Small Capitalization Portfolio; 6,121,453 shares at $39.41 per share
    (cost $203,207,523)................................................................................        241,246,447
  Calvert Responsibly Invested Balanced Portfolio; 16,846,014 shares at $1.70 per share
     (cost $26,512,853)................................................................................         28,688,761
  Fidelity Investments Variable Insurance Products Funds:
    Equity-Income Portfolio; 1,973,219 shares at $19.27 per share (cost $35,264,252)...................         38,023,939
    Growth Portfolio; 949,237 shares at $29.20 per share (cost $27,212,340)............................         27,717,728
    Overseas Portfolio; 218,122 shares at $17.05 per share (cost $3,555,791)...........................          3,718,987
  Fidelity Investments Variable Insurance Products Funds II -
    Asset Manager Portfolio; 910,080 shares at $15.79 per share (cost $12,839,173).....................         14,370,158
    Contrafund Portfolio; 2,202,984 shares at $13.78 per share (cost $30,071,951) .....................         30,357,117
    Index 500 Portfolio; 45,055 shares at $75.71 per share (cost $3,187,279) ..........................          3,411,144
  Franklin Government Securities Trust; 1,651,095 shares at $13.35 per share
     (cost $21,210,874)  ..............................................................................         22,042,115
  Janus Aspen Series -
    Aggressive Growth Portfolio; 5,116,845 shares at $17.08 per share (cost $74,304,318)...............         87,395,716
    Balanced Portfolio; 115,516 shares at $13.03 per share (cost $1,444,640)...........................          1,505,170
    Flexible Income Portfolio; 347,266 shares at $11.11 per share (cost $3,690,542)....................          3,858,123
    Growth Portfolio; 376,690 shares at $13.45 per share (cost $4,920,509).............................          5,066,487
    Short-Term Bond Portfolio; 54,258 shares at $10.03 per share (cost $544,564).......................            544,210
    Worldwide Growth Portfolio; 1,048,130 shares at $15.31 per share (cost $15,260,366)................         16,046,863
  Lexington Emerging Markets Fund, Inc.; 329,323 shares at $9.38 per share (cost $3,135,164) ..........          3,089,046
  Lexington Natural Resources Trust; 1,257,565 shares at $11.30 per share (cost $12,932,744) ..........         14,210,484
  Neuberger & Berman Advisers Management Trust - Growth Portfolio; 3,460,773 shares
     at $25.86 per share (cost $77,838,858)............................................................         89,495,579
  Scudder Variable Life Investment Fund - International Portfolio; 13,936,090 shares
     at $11.82 per share (cost $151,941,144).................................. ........................        164,724,583
  TCI Portfolios, Inc. - TCI Growth; 35,261,982 shares at $12.06 per share (cost $333,587,996) ........        425,259,499
NET ASSETS ............................................................................................      6,632,117,659
                                                                                                             --------------
                                                                                                             --------------
</TABLE>
                                       S-3
<PAGE>

Net assets represented by:

<TABLE>
<CAPTION>
                                                                                                  Accumulation
                                                                                                      Unit    
                                                                                     Units           Value    
<S>                                                                           <C>                 <C>               <C>
Reserves for annuity contracts in accumulation and payment period:
AETNA VARIABLE FUND:
  Qualified I .....................................................              549,055.7            $180.879         $99,312,649
  Qualified III ...................................................            6,364,000.3             137.869         877,395,210
  Qualified IV ....................................................                  269.0              83.646              22,498
  Qualified V .....................................................              121,691.2              14.113           1,717,411
  Qualified VI ....................................................          188,964,022.4              14.077       2,660,123,261
  Qualified VII ...................................................            9,779,134.6              13.247         129,544,460
  Qualified VIII ..................................................               20,835.7              13.074             272,413
  Qualified IX ....................................................               21,417.9              12.935             277,043
  Qualified X (1.15)...............................................              273,578.4              14.108           3,859,670
  Qualified X (1.25)...............................................            2,370,233.5              14.077          33,366,740
  Reserves for annuity contracts in payment period (Note 1)........                                                    144,049,741
AETNA INCOME SHARES:
  Qualified I .....................................................               72,902.0              47.405           3,455,895
  Qualified III ...................................................            2,377,621.8              46.913         111,541,104
  Qualified V .....................................................               20,427.2              12.283             250,918
  Qualified VI ....................................................           21,379,975.5              12.098         258,665,226
  Qualified VII ...................................................              185,030.5              11.176           2,067,926
  Qualified VIII ..................................................                1,090.6              11.143              12,153
  Qualified IX ....................................................                3,580.8              11.203              40,116
  Qualified X (1.15)...............................................               50,261.1              12.125             609,409
  Qualified X (1.25)...............................................              354,993.3              12.098           4,294,879
  Reserves for annuity contracts in payment period (Note 1) .......                                                      5,069,969
AETNA VARIABLE ENCORE FUND:
  Qualified I .....................................................              150,480.4              38.485           5,791,253
  Qualified III ...................................................            1,836,260.4              37.988          69,756,054
  Qualified V .....................................................               19,202.4              11.003             211,293
  Qualified VI ....................................................           12,999,680.2              11.026         143,337,034
  Qualified VII ...................................................              324,091.0              10.936           3,544,190
  Qualified VIII ..................................................                  656.2              10.620               6,969
  Qualified IX ....................................................                3,050.3              10.857              33,118
  Qualified X (1.15)...............................................              145,629.4              11.051           1,609,306
  Qualified X (1.25)...............................................              544,382.5              11.026           6,002,469
AETNA INVESTMENT ADVISERS FUND, INC.:
  Qualified I .....................................................              393,612.5              18.024           7,094,461
  Qualified III ...................................................            9,193,181.4              17.954         165,052,015
  Qualified V .....................................................               19,038.2              13.693             260,683
  Qualified VI ....................................................           38,152,394.6              13.673         521,663,491
  Qualified VII ...................................................              335,791.4              13.135           4,410,596
  Qualified VIII ..................................................                1,055.3              12.695              13,397
  Qualified IX ....................................................                3,961.7              12.613              49,969
  Qualified X (1.15)...............................................              138,270.8              13.703           1,894,705
  Qualified X (1.25)...............................................              940,932.7              13.673          12,865,516
  Reserves for annuity contracts in payment period (Note 1) .......                                                      9,712,862
AETNA GET FUND, SERIES B:
  Qualified III ..................................................                63,245.0              12.850             812,688


                                       S-4
<PAGE>
<CAPTION>
                                                                                                  Accumulation
                                                                                                      Unit    
                                                                                     Units           Value    
<S>                                                                           <C>                 <C>               <C>

  Qualified VI.....................................................            5,279,157.0              12.850          67,836,249
  Qualified X (1.25)...............................................              349,212.6              12.850           4,487,321
AETNA ASCENT VARIABLE PORTFOLIO:
  Qualified III....................................................                    8.4              10.673                  90
  Qualified V......................................................                  202.1              10.666               2,156
  Qualified VI.....................................................              393,052.6              10.673           4,195,040
  Qualified VIII...................................................                    7.7              10.673                  82
  Qualified X (1.15)...............................................               15,054.8              10.982             165,326
  Qualified X (1.25)...............................................               49,748.1              10.976             546,042
AETNA CROSSROADS VARIABLE PORTFOLIO:
  Qualified V......................................................                  243.2              10.605               2,579
  Qualified VI.....................................................              294,673.3              10.612           3,126,954
  Qualified VIII...................................................                   43.8              10.611                 464
  Qualified X (1.15)...............................................                2,393.5              10.868              26,012
  Qualified X (1.25)...............................................               47,204.4              10.862             512,748
AETNA LEGACY VARIABLE PORTFOLIO:
  Qualified VI.....................................................              143,636.5              10.580           1,519,662
  Qualified X (1.15)...............................................               17,106.0              10.631             181,853
  Qualified X (1.25)...............................................               20,531.2              10.626             218,165
ALGER AMERICAN FUNDS:
  ALGER AMERICAN GROWTH PORTFOLIO:
  Qualified III ...................................................              530,262.6              11.715           6,211,911
  Qualified V......................................................                7,965.7              10.365              82,564
  Qualified VI.....................................................            2,832,439.7              10.157          28,770,111
  Qualified VIII...................................................                   38.3              10.371                 397
  Qualified X (1.15)...............................................               12,858.7              11.385             146,392
  Qualified X (1.25)...............................................              284,978.1              11.379           3,242,625
  ALGER AMERICAN SMALL CAPITALIZATION PORTFOLIO:
  Qualified III ...................................................            1,714,187.0              13.558          23,241,019
  Qualified V .....................................................               31,527.5              13.463             424,453
  Qualified VI ....................................................           15,036,764.7              13.450         202,245,073
  Qualified VIII ..................................................                3,845.1              14.093              54,189
  Qualified X (1.15)...............................................               54,683.5              13.481             737,179
  Qualified X (1.25)...............................................            1,081,374.8              13.450          14,544,534
CALVERT RESPONSIBLY INVESTED BALANCED PORTFOLIO:
  Qualified III ...................................................              856,360.5              17.951          15,372,772
  Qualified V .....................................................               14,656.3              13.870             203,278
  Qualified VI ....................................................              966,097.9              13.527          13,068,322
  Qualified VIII ..................................................                3,611.6              12.291              44,389
FIDELITY INVESTMENTS VARIABLE INSURANCE PRODUCTS FUNDS:
  EQUITY-INCOME PORTFOLIO:
  Qualified III ...................................................              628,581.6              11.617           7,301,978
  Qualified V .....................................................                1,107.9              11.047              12,239
  Qualified VI ....................................................            1,660,304.1              11.092          18,415,763
  Qualified VIII ..................................................                  638.7              11.054               7,060
  Qualified X (1.15)...............................................              118,679.1              13.902           1,649,878
  Qualified X (1.25)...............................................              766,359.8              13.880          10,637,021
  GROWTH PORTFOLIO:
  Qualified III ...................................................                  762.1              10.198               7,772
  Qualified V .....................................................                2,540.5              10.183              25,871
  Qualified VI ....................................................            1,833,793.9              10.066          18,458,844



                                       S-5
<PAGE>
<CAPTION>
                                                                                                  Accumulation
                                                                                                      Unit    
                                                                                     Units           Value    
<S>                                                                           <C>                 <C>               <C>

  Qualified VIII ..................................................                  158.7              10.190               1,617
  Qualified X (1.15)...............................................               45,764.6              14.023             641,737
  Qualified X (1.25)...............................................              612,991.7              14.000           8,581,887
  OVERSEAS PORTFOLIO:
  Qualified III ...................................................                1,301.8              10.197              13,274
  Qualified V .....................................................                  190.8               9.954               1,899
  Qualified VI ....................................................              196,089.8               9.961           1,953,206
  Qualified X (1.15)...............................................                4,284.4              10.278              44,037
  Qualified X (1.25)...............................................              166,303.2              10.262           1,706,571
FIDELITY INVESTMENTS VARIABLE INSURANCE PRODUCTS FUNDS II:
  ASSET MANAGER PORTFOLIO:
  Qualified III....................................................            1,316,915.5              10.912          14,370,158
  CONTRAFUND PORTFOLIO:
  Qualified III ...................................................              525,476.0              11.763           6,181,326
  Qualified V .....................................................                6,415.4              10.461              67,111
  Qualified VI ....................................................            2,116,732.0              10.397          22,007,519
  Qualified VIII ..................................................                  173.7              10.467               1,818
  Qualified X (1.15)...............................................                5,452.8              10.689              63,737
  Qualified X (1.25)...............................................              174,259.3              10.681           2,035,606
  INDEX 500 PORTFOLIO:
  Qualified III ...................................................              290,546.8              11.740           3,411,144
FRANKLIN GOVERNMENT SECURITIES TRUST:
  Qualified III ...................................................              809,413.7              16.495          13,351,329
  Qualified V .....................................................               16,226.2              11.946             193,844
  Qualified VI ....................................................              717,760.0              11.762           8,442,415
  Qualified VIII ..................................................                4,916.9              11.090              54,527
JANUS ASPEN SERIES:
  AGGRESSIVE GROWTH PORTFOLIO:
  Qualified III ...................................................            1,280,952.5              15.323          19,627,517
  Qualified V.. ...................................................               15,482.4              13.296             205,852
  Qualified VI. ...................................................            4,887,059.8              13.322          65,105,449
  Qualified VIII ..................................................                1,021.7              13.321              13,610
  Qualified X (1.15)...............................................               22,049.9              12.869             283,760
  Qualified X (1.25)...............................................              167,919.9              12.861           2,159,528
  BALANCED PORTFOLIO:
  Qualified III ...................................................                  161.4              10.853               1,751
  Qualified V .....................................................                  160.2              10.843               1,737
  Qualified VI ....................................................               93,303.8              10.850           1,012,385
  Qualified X (1.15)...............................................                9,382.9              11.265             105,697
  Qualified X (1.25)...............................................               34,071.6              11.259             383,600
  FLEXIBLE INCOME PORTFOLIO:
  Qualified III ...................................................                3,344.5              12.124              40,550
  Qualified V .....................................................                  745.1              12.054               8,981
  Qualified VI ....................................................              315,361.3              12.077           3,808,592
  GROWTH PORTFOLIO:
  Qualified III ...................................................              109,716.5              11.859           1,301,115
  Qualified V. ....................................................                  166.2              10.872               1,807
  Qualified VI. ...................................................              259,195.5              10.870           2,817,612
  Qualified X (1.15)...............................................                3,238.4              11.633              37,671
  Qualified X (1.25)...............................................               78,126.0              11.626             908,282


                                       S-6
<PAGE>
<CAPTION>
                                                                                                  Accumulation
                                                                                                      Unit    
                                                                                     Units           Value    
<S>                                                                           <C>                 <C>               <C>

  SHORT-TERM BOND PORTFOLIO:
  Qualified III ...................................................               18,472.9              10.393             191,983
  Qualified V .....................................................                   23.8              10.316                 245
  Qualified VI ....................................................               32,695.8              10.323             337,528
  Qualified X (1.25)...............................................                1,405.3              10.285              14,454
  WORLDWIDE GROWTH PORTFOLIO:
  Qualified III ...................................................              314,652.7              12.158           3,825,607
  Qualified V .....................................................               11,127.9              10.952             121,875
  Qualified VI ....................................................            1,036,039.6              10.877          11,268,519
  Qualified VIII ..................................................                   13.7              10.846                 149
  Qualified X (1.15)...............................................                2,616.9              12.223              31,987
  Qualified X (1.25)...............................................               65,384.2              12.216             798,726
LEXINGTON EMERGING MARKETS FUND:
  Qualified III ...................................................              371,155.8               8.323           3,089,046
LEXINGTON NATURAL RESOURCES TRUST:
  Qualified III ...................................................              530,562.2              10.862           5,763,092
  Qualified V .....................................................                8,347.9              12.095             100,969
  Qualified VI ....................................................              711,891.9              11.720           8,346,423
NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST:
  GROWTH PORTFOLIO:
  Qualified III ...................................................            2,359,089.9              17.430          41,119,982
  Qualified V .....................................................               35,940.7              14.359             516,068
  Qualified VI ....................................................            3,331,217.5              14.345          47,786,169
  Qualified VIII ..................................................                5,947.6              12.334              73,360
SCUDDER VARIABLE LIFE INVESTMENT FUND:
  INTERNATIONAL PORTFOLIO:
  Qualified III ...................................................            3,823,292.2              14.515          55,495,694
  Qualified V .....................................................               38,067.4              13.799             525,305
  Qualified VI ....................................................            7,323,208.0              13.923         101,958,550
  Qualified VIII ..................................................               12,189.3              11.733             143,011
  Qualified X (1.15)...............................................               41,921.0              13.952             584,886
  Qualified X (1.25)...............................................              432,183.0              13.923           6,017,137
TCI PORTFOLIOS, INC.:
  TCI GROWTH:
  Qualified III *..................................................            1,784,551.6              14.464          25,811,741
  Qualified III  ..................................................            4,184,701.2              13.224          55,336,455
  Qualified V .....................................................               24,825.6              15.176             376,753
  Qualified VI ....................................................           21,986,645.3              15.253         335,360,124
  Qualified VII ...................................................               63,035.5              12.840             809,380
  Qualified VIII ..................................................                8,144.3              12.868             104,799
  Qualified IX ....................................................                1,241.8              12.581              15,623
  Qualified X (1.15)...............................................               13,306.7              15.285             203,397
  Qualified X (1.25)...............................................              474,744.3              15.253           7,241,227
                                                                                                                    $6,632,117,659
                                                                                                                    --------------
                                                                                                                    --------------
</TABLE>

*Applies only to participants of the Opportunity Plus program and Multiple
Options Contracts.
See Notes to Financial Statements.


                                       S-7
<PAGE>
VARIABLE ANNUITY ACCOUNT C

STATEMENT OF OPERATIONS - Year Ended December 31, 1995
<TABLE>
<CAPTION>

INVESTMENT INCOME:
<S>                                                                                   <C>                         <C>
Dividends: (Notes 1 and 3)
  Aetna Variable Fund............................................................                                   $648,150,765
  Aetna Income Shares............................................................                                     23,872,308
  Aetna Variable Encore Fund ....................................................                                        172,751
  Aetna Investment Advisers Fund, Inc............................................                                     47,274,300
  Aetna GET Fund, Series B ......................................................                                      1,878,972
  Aetna Ascent Variable Portfolio ...............................................                                        110,626
  Aetna Crossroads Variable Portfolio ...........................................                                         61,834
  Aetna Legacy Variable Portfolio ...............................................                                         33,640
  Calvert Responsibly Invested Balanced Portfolio  ..............................                                      2,556,825
  Fidelity Investments Variable Insurance Products Fund - Equity Income Portfolio                                        423,626
  Fidelity Investments Variable Insurance Products Fund - Growth Portfolio ......                                         10,256
  Fidelity Investments Variable Insurance Products Fund - Overseas Portfolio ....                                          5,145
  Fidelity Investments Variable Insurance Products Fund II - Asset Manager Portfolio                                     259,914
  Fidelity Investments Variable Insurance Products Fund II - Contrafund Portfolio                                        379,043
  Franklin Government Securities Trust ..........................................                                      1,061,449
  Janus Aspen Series - Aggressive Growth Portfolio...............................                                        982,586
  Janus Aspen Series - Balanced Portfolio........................................                                         11,553
  Janus Aspen Series - Flexible Income Portfolio.................................                                        151,761
  Janus Aspen Series - Growth Portfolio..........................................                                         91,472
  Janus Aspen Series - Short-Term Bond Portfolio.................................                                         11,707
  Janus Aspen Series - Worldwide Growth Portfolio................................                                         50,858
  Lexington Emerging Markets Fund................................................                                         29,990
  Lexington Natural Resources Trust..............................................                                         59,767
  Neuberger & Berman Advisers Management Trust - Growth Portfolio ...............                                      1,779,523
  Scudder Variable Life Investment Fund -  International Portfolio...............                                        670,720
  TCI Portfolios, Inc. - TCI Growth..............................................                                        339,221
                                                                                                                  --------------
    Total investment income .....................................................                                    730,430,612
Valuation period deductions (Note 2).............................................                                    (71,090,542)
                                                                                                                  --------------
Net investment income............................................................                                    659,340,070
                                                                                                                  --------------
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
Net realized gain on sales of investments: (Notes 1 and 4)
  Proceeds from sales ...........................................................     $570,154,582
  Cost of investments sold ......................................................      409,480,615
                                                                                      ------------
    Net realized gain ...........................................................                                    160,673,967
Net unrealized gain on investments:
  Beginning of year .............................................................       73,479,233
  End of year ...................................................................      594,083,184
                                                                                      ------------
    Net unrealized gain .........................................................                                    520,603,951
                                                                                                                  --------------
Net realized and unrealized gain on investments .................................                                    681,277,918
                                                                                                                  --------------
Net increase in net assets resulting from operations ............................                                 $1,340,617,988
                                                                                                                  --------------
                                                                                                                  --------------
</TABLE>



See Notes to Financial Statements.


                                       S-8
<PAGE>
VARIABLE ANNUITY ACCOUNT C

STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>


                                                                              Year Ended December 31,
                                                                             1995                1994    
                                                                             ----                ----
<S>                                                                    <C>                 <C>
FROM OPERATIONS:
Net investment income  ..........................................      $  659,340,070      $  476,196,420
Net realized and unrealized gain (loss) on investments ..........         681,277,918        (581,812,453)
  Net increase (decrease) in net assets resulting from operations       1,340,617,988        (105,616,033)
FROM UNIT TRANSACTIONS:
Variable annuity contract purchase payments .....................         771,594,245         711,565,372
Sales and administrative charges deducted by the Company ........             (98,694)           (137,737)
  Net variable annuity contract purchase payments ...............         771,495,551         711,427,635
Transfers from the Company for mortality guarantee adjustments ..           3,678,430           1,880,350
Transfers to the Company's fixed account options ................         (44,377,350)        (56,920,532)
Transfers to other variable annuity accounts ...........                            0         (23,284,415)
Redemptions by contract holders .................................        (287,945,984)       (269,542,942)
Annuity payments ................................................         (14,807,537)        (11,189,149)
Other ...........................................................           1,144,770           1,452,959
  Net increase in net assets from unit transactions .............         429,187,880         353,823,906
Change in net assets ............................................       1,769,805,868         248,207,873
NET ASSETS:
Beginning of year ...............................................       4,862,311,791       4,614,103,918
End of year......................................................      $6,632,117,659      $4,862,311,791
                                                                       --------------      --------------
                                                                       --------------      --------------
</TABLE>


See Notes to Financial Statements.


                                       S-9
<PAGE>
VARIABLE ANNUITY ACCOUNT C

NOTES TO FINANCIAL STATEMENTS - December 31, 1995

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

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

     a. VALUATION OF INVESTMENTS

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

     Aetna Variable Fund 
     Aetna Income Shares
     Aetna Variable Encore Fund 
     Aetna Investment Advisers Fund, Inc.
     Aetna GET Fund, Series B 
     Aetna Ascent Variable Portfolio
     Aetna Crossroads Variable Portfolio
     Aetna Legacy Variable Portfolio
     Alger American Fund:
     -    Alger American Growth Portfolio
     -    Alger American Small Capitalization Portfolio
     Calvert Responsibly Invested Balanced Portfolio
     Fidelity Investments Variable Insurance Products Fund:
     -    Equity-Income Portfolio
     -    Growth Portfolio
     -    Overseas Portfolio
     Fidelity Investments Variable Insurance Products Fund II:
     -    Asset Manager Portfolio
     -    Contrafund Portfolio
     -    Index 500 Portfolio 


     Franklin Government Securities Trust
     Janus Aspen Series:
     -    Aggressive Growth Portfolio
     -    Balanced Portfolio
     -    Flexible Income Portfolio
     -    Growth Portfolio
     -    Short-Term Bond Portfolio
     -    Worldwide Growth Portfolio
     Lexington Emerging Markets Fund
     Lexington Natural Resources Trust
     Neuberger & Berman Advisers Management Trust:
     -     Growth Portfolio
     Scudder Variable Life Investment Fund:
     -     International Portfolio
     TCI Portfolios, Inc.:
     -     TCI Growth

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

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

     d.   ANNUITY RESERVES
     Annuity reserves are computed for currently payable contracts according
     to the Progressive Annuity, Individual Annuity Mortality, and Group
     Annuity Mortality tables using various assumed interest rates not to
     exceed seven percent. Mortality experience is monitored by the Company.

                                       S-10

<PAGE>

VARIABLE ANNUITY ACCOUNT C

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

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

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

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

4.   PURCHASES AND SALES OF INVESTMENTS

     The cost of purchases and proceeds from sales of investments other than
     short-term investments for the year ended December 31, 1995 aggregated
     $1,658,682,532 and $570,154,582, respectively.

5.   ESTIMATES 

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



                                       S-11

<PAGE>

VARIABLE ANNUITY ACCOUNT C

CONDENSED FINANCIAL INFORMATION

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

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
                                                                                                               Increase
                                                                                 Value at       Value at      in Value of
                                                                                 Beginning       End of      Accumulation
                                                                                  of Year         Year           Unit
- -------------------------------------------------------------------------------------------------------------------------
<S>                                                                              <C>            <C>          <C>
AETNA VARIABLE FUND:
Qualified I .............................................................        $138.406       $180.879         30.69%
Qualified III ...........................................................         105.558        137.869         30.61%
Qualified IV ............................................................          63.884         83.646         30.93%
Qualified V .............................................................          10.823         14.113         30.40%
Qualified VI ............................................................          10.778         14.077         30.61%
Qualified VII ...........................................................          10.136         13.247         30.69%
Qualified VIII ..........................................................          10.011         13.074         30.60%
Qualified IX ............................................................           9.879         12.935         30.93%
Qualified X (1.15) ......................................................          10.791         14.108         30.74%
Qualified X (1.25) ......................................................          10.778         14.077         30.61%
- -------------------------------------------------------------------------------------------------------------------------
AETNA INCOME SHARES:
Qualified I .............................................................        $ 40.570       $ 47.405         16.85%
Qualified III ...........................................................          40.173         46.913         16.78%
Qualified V .............................................................          10.536         12.283         16.59%
Qualified VI ............................................................          10.360         12.098         16.78%
Qualified VII ...........................................................           9.565         11.176         16.85%
Qualified VIII ..........................................................           9.543         11.143         16.77%
Qualified IX ............................................................           9.570         11.203         17.07%
Qualified X (1.15) ......................................................          10.373         12.125         16.89%
Qualified X (1.25) ......................................................          10.360         12.098         16.78%
- -------------------------------------------------------------------------------------------------------------------------
AETNA VARIABLE ENCORE FUND:
Qualified I .............................................................        $ 36.723       $ 38.485          4.80%
Qualified III ...........................................................          36.271         37.988          4.73%
Qualified V .............................................................          10.523         11.003          4.57%
Qualified VI ............................................................          10.528         11.026          4.73%
Qualified VII ...........................................................          10.435         10.936          4.80%
Qualified VIII ..........................................................          10.141         10.620          4.73%
Qualified IX ............................................................          10.341         10.857          5.00%
Qualified X (1.15) ......................................................          10.541         11.051          4.84%
Qualified X (1.25) ......................................................          10.528         11.026          4.73%
- -------------------------------------------------------------------------------------------------------------------------
AETNA INVESTMENT ADVISERS FUND, INC.:
Qualified I .............................................................        $ 14.317       $ 18.024         25.89%
Qualified III ...........................................................          14.270         17.954         25.82%
Qualified V .............................................................          10.900         13.693         25.62%
Qualified VI ............................................................          10.868         13.673         25.81%
Qualified VII ...........................................................          10.434         13.135         25.89%
Qualified VIII ..........................................................          10.091         12.695         25.81%
Qualified IX ............................................................          10.000         12.613         26.13%
Qualified X (1.15) ......................................................          10.880         13.703         25.95%
Qualified X (1.25) ......................................................          10.868         13.673         25.81%
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                      S-12
<PAGE>

VARIABLE ANNUITY ACCOUNT C

CONDENSED FINANCIAL INFORMATION

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

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

                                                                                                               Increase
                                                                                 Value at       Value at      in Value of
                                                                                 Beginning       End of      Accumulation
                                                                                  of Year         Year           Unit
- -------------------------------------------------------------------------------------------------------------------------
<S>                                                                              <C>            <C>          <C>
AETNA GET FUND, SERIES B:
Qualified III ...........................................................        $ 10.160       $ 12.850         26.48%
Qualified VI ............................................................          10.160         12.850         26.48%
Qualified X (1.25) ......................................................          10.160         12.850         26.48%
- -------------------------------------------------------------------------------------------------------------------------
AETNA ASCENT VARIABLE PORTFOLIO:
Qualified III ...........................................................        $ 10.000       $ 10.673          6.73%        (4)
Qualified V .............................................................          10.000         10.666          6.66%        (5)
Qualified VI ............................................................          10.000         10.673          6.73%        (5)
Qualified VIII ..........................................................          10.000         10.673          6.73%        (5)
Qualified X (1.15) ......................................................          10.000         10.982          9.82%        (3)
Qualified X (1.25) ......................................................          10.000         10.976          9.76%        (3)
- -------------------------------------------------------------------------------------------------------------------------
AETNA CROSSROADS VARIABLE PORTFOLIO:
Qualified V .............................................................        $ 10.000       $ 10.605          6.05%        (5)
Qualified VI ............................................................          10.000         10.612          6.12%        (5)
Qualified VIII ..........................................................          10.000         10.611          6.11%        (5)
Qualified X (1.15) ......................................................          10.000         10.868          8.68%        (3)
Qualified X (1.25) ......................................................          10.000         10.862          8.62%        (3)
- -------------------------------------------------------------------------------------------------------------------------
AETNA LEGACY VARIABLE PORTFOLIO:
Qualified VI ............................................................        $ 10.000       $ 10.580          5.80%        (5)
Qualified X (1.15) ......................................................          10.000         10.631          6.31%        (4)
Qualified X (1.25) ......................................................          10.000         10.626          6.26%        (4)
- -------------------------------------------------------------------------------------------------------------------------
ALGER AMERICAN FUNDS:
 ALGER AMERICAN GROWTH PORTFOLIO:
Qualified III ...........................................................        $ 10.000       $ 11.715         17.15%        (4)
Qualified V .............................................................          10.000         10.365          3.65%        (5)
Qualified VI ............................................................          10.000         10.157          1.57%        (5)
Qualified VIII ..........................................................          10.000         10.371          3.71%        (5)
Qualified X (1.15) ......................................................          10.000         11.385         13.85%        (3)
Qualified X (1.25) ......................................................          10.000         11.379         13.79%        (3)
- -------------------------------------------------------------------------------------------------------------------------
 ALGER AMERICAN SMALL CAPITALIZATION PORTFOLIO:
Qualified III ...........................................................        $  9.513       $ 13.558         42.52%
Qualified V .............................................................           9.461         13.463         42.29%
Qualified VI ............................................................           9.437         13.450         42.52%
Qualified VIII ..........................................................           9.889         14.093         42.51%
Qualified X (1.15) ......................................................           9.450         13.481         42.66%
Qualified X (1.25) ......................................................           9.437         13.450         42.52%
- -------------------------------------------------------------------------------------------------------------------------
CALVERT RESPONSIBLY INVESTED BALANCED PORTFOLIO:
Qualified III ...........................................................        $ 13.990       $ 17.951         28.31%
Qualified V .............................................................          10.839         13.870         27.96%
Qualified VI ............................................................          10.554         13.527         28.17%
Qualified VIII ..........................................................           9.590         12.291         28.16%
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                      S-13
<PAGE>

VARIABLE ANNUITY ACCOUNT C

CONDENSED FINANCIAL INFORMATION

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

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
                                                                                                               Increase
                                                                                                              (Decrease)
                                                                                 Value at       Value at      in Value of
                                                                                 Beginning       End of      Accumulation
                                                                                  of Year         Year           Unit
- -------------------------------------------------------------------------------------------------------------------------
<S>                                                                              <C>            <C>          <C>
FIDELITY INVESTMENTS VARIABLE INSURANCE PRODUCTS FUNDS:
 EQUITY - INCOME PORTFOLIO:
Qualified III ...........................................................        $ 10.000       $ 11.617         16.17%        (2)
Qualified V .............................................................          10.000         11.047         10.47%        (5)
Qualified VI ............................................................          10.000         11.092         10.92%        (5)
Qualified VIII ..........................................................          10.000         11.054         10.54%        (5)
Qualified X (1.15) ......................................................          10.409         13.902         33.55%
Qualified X (1.25) ......................................................          10.403         13.880         33.42%
- -------------------------------------------------------------------------------------------------------------------------
 GROWTH PORTFOLIO:
Qualified III ...........................................................        $ 10.000       $ 10.198          1.98%        (4)
Qualified V .............................................................          10.000         10.183          1.83%        (5)
Qualified VI ............................................................          10.000         10.066          0.66%        (5)
Qualified VIII ..........................................................          10.000         10.190          1.90%        (5)
Qualified X (1.15) ......................................................          10.479         14.023         33.82%
Qualified X (1.25) ......................................................          10.472         14.000         33.69%
- -------------------------------------------------------------------------------------------------------------------------
 OVERSEAS PORTFOLIO:
Qualified III ...........................................................        $ 10.000       $ 10.197          1.97%        (4)
Qualified V .............................................................          10.000          9.954         (0.46%)       (5)
Qualified VI ............................................................          10.000          9.961         (0.39%)       (5)
Qualified X (1.15) ......................................................           9.480         10.278          8.43%
Qualified X (1.25) ......................................................           9.474         10.262          8.32%
- -------------------------------------------------------------------------------------------------------------------------
FIDELITY INVESTMENTS VARIABLE INSURANCE PRODUCTS FUNDS II:
 ASSET MANAGER PORTFOLIO:
Qualified III ...........................................................        $  9.447       $ 10.912         15.51%
- -------------------------------------------------------------------------------------------------------------------------
 CONTRAFUND PORTFOLIO:
Qualified III ...........................................................        $ 10.000       $ 11.763         17.63%        (2)
Qualified V .............................................................          10.000         10.461          4.61%        (5)
Qualified VI ............................................................          10.000         10.397          3.97%        (5)
Qualified VIII ..........................................................          10.000         10.467          4.67%        (5)
Qualified X (1.15) ......................................................          10.000         10.689          6.89%        (2)
Qualified X (1.25) ......................................................          10.000         10.681          6.81%        (2)
- -------------------------------------------------------------------------------------------------------------------------
 INDEX 500 PORTFOLIO:
Qualified III ...........................................................        $ 10.000       $ 11.740         17.40%        (2)
- -------------------------------------------------------------------------------------------------------------------------
FRANKLIN GOVERNMENT SECURITIES TRUST:
Qualified III ...........................................................        $ 14.190       $ 16.495         16.24%
Qualified V .............................................................          10.294         11.946         16.06%
Qualified VI ............................................................          10.119         11.762         16.24%
Qualified VIII ..........................................................           9.541         11.090         16.23%
- -------------------------------------------------------------------------------------------------------------------------
JANUS ASPEN SERIES:
 AGGRESSIVE GROWTH PORTFOLIO:
Qualified III ...........................................................        $ 12.169       $ 15.323         25.91%
Qualified V .............................................................          10.577         13.296         25.71%
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                      S-14
<PAGE>

VARIABLE ANNUITY ACCOUNT C

CONDENSED FINANCIAL INFORMATION

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

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
                                                                                                               Increase
                                                                                                              (Decrease)
                                                                                 Value at       Value at      in Value of
                                                                                 Beginning       End of      Accumulation
                                                                                  of Year         Year           Unit
- -------------------------------------------------------------------------------------------------------------------------
<S>                                                                              <C>            <C>          <C>
JANUS ASPEN SERIES:
 AGGRESSIVE GROWTH PORTFOLIO (continued):
Qualified VI ............................................................        $ 10.581       $ 13.322         25.91%
Qualified VIII ..........................................................          10.581         13.321         25.90%
Qualified X (1.15) ......................................................          10.000         12.869         28.69%        (2)
Qualified X (1.25) ......................................................          10.000         12.861         28.61%        (2)
- -------------------------------------------------------------------------------------------------------------------------
 BALANCED PORTFOLIO:
Qualified III ...........................................................        $ 10.000       $ 10.853          8.53%        (4)
Qualified V .............................................................          10.000         10.843          8.43%        (5)
Qualified VI ............................................................          10.000         10.850          8.50%        (5)
Qualified X (1.15) ......................................................          10.000         11.265         12.65%        (3)
Qualified X (1.25) ......................................................          10.000         11.259         12.59%        (3)
- -------------------------------------------------------------------------------------------------------------------------
 FLEXIBLE INCOME PORTFOLIO:
Qualified III ...........................................................        $  9.911       $ 12.124         22.33%
Qualified V .............................................................          10.000         12.054         20.54%        (1)
Qualified VI ............................................................           9.873         12.077         22.33%
- -------------------------------------------------------------------------------------------------------------------------
 GROWTH PORTFOLIO:
Qualified III ...........................................................        $ 10.000       $ 11.859         18.59%        (4)
Qualified V .............................................................          10.000         10.872          8.72%        (5)
Qualified VI ............................................................          10.000         10.870          8.70%        (5)
Qualified X (1.15) ......................................................          10.000         11.633         16.33%        (3)
Qualified X (1.25) ......................................................          10.000         11.626         16.26%        (3)
- -------------------------------------------------------------------------------------------------------------------------
 SHORT TERM BOND PORTFOLIO:
Qualified III ...........................................................        $ 10.000       $ 10.393          3.93%        (4)
Qualified V .............................................................          10.000         10.316          3.16%        (5)
Qualified VI ............................................................          10.000         10.323          3.23%        (5)
Qualified X (1.25) ......................................................          10.000         10.285          2.85%        (4)
- -------------------------------------------------------------------------------------------------------------------------
 WORLDWIDE GROWTH PORTFOLIO:
Qualified III ...........................................................        $ 10.000       $ 12.158         21.58%        (4)
Qualified V .............................................................          10.000         10.952          9.52%        (4)
Qualified VI ............................................................          10.000         10.877          8.77%        (5)
Qualified VIII ..........................................................          10.000         10.846          8.46%        (5)
Qualified X (1.15) ......................................................          10.000         12.223         22.23%        (2)
Qualified X (1.25) ......................................................          10.000         12.216         22.16%        (2)
- -------------------------------------------------------------------------------------------------------------------------
LEXINGTON EMERGING MARKETS FUND:
Qualified III ...........................................................        $  8.772       $  8.323         (5.12%)
- -------------------------------------------------------------------------------------------------------------------------
LEXINGTON NATURAL RESOURCES TRUST:
Qualified III ...........................................................        $  9.412       $ 10.862         15.41%
Qualified V .............................................................          10.496         12.095         15.24%
Qualified VI ............................................................          10.154         11.720         15.42%
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                      S-15
<PAGE>

VARIABLE ANNUITY ACCOUNT C

CONDENSED FINANCIAL INFORMATION

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

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
                                                                                                                Increase
                                                                                 Value at       Value at       in Value of
                                                                                 Beginning       End of       Accumulation
                                                                                  of Year         Year            Unit
- --------------------------------------------------------------------------------------------------------------------------
<S>                                                                              <C>            <C>           <C>
NEUBERGER & BERMAN ADVISERS
 MANAGEMENT TRUST - GROWTH PORTFOLIO:
Qualified III ...........................................................        $ 13.398       $ 17.430         30.09%
Qualified V .............................................................          11.055         14.359         29.89%
Qualified VI ............................................................          11.026         14.345         30.10%
Qualified VIII ..........................................................           9.482         12.334         30.09%
- --------------------------------------------------------------------------------------------------------------------------
SCUDDER VARIABLE LIFE INVESTMENT FUND - INTERNATIONAL
 PORTFOLIO:
Qualified III ...........................................................        $ 13.227       $ 14.515          9.74%
Qualified V .............................................................          12.595         13.799          9.56%
Qualified VI ............................................................          12.687         13.923          9.74%
Qualified VIII ..........................................................          10.692         11.733          9.73%
Qualified X (1.15) ......................................................          12.701         13.952          9.85%
Qualified X (1.25) ......................................................          12.687         13.923          9.74%
- --------------------------------------------------------------------------------------------------------------------------
TCI PORTFOLIOS, INC.:
 TCI GROWTH:
Qualified III* ..........................................................        $ 11.172       $ 14.464         29.47%
Qualified III ...........................................................          10.213         13.224         29.47%
Qualified V .............................................................          11.740         15.176         29.27%
Qualified VI ............................................................          11.781         15.253         29.47%
Qualified VII ...........................................................           9.911         12.840         29.55%
Qualified VIII ..........................................................           9.939         12.868         29.46%
Qualified IX ............................................................           9.693         12.581         29.80%
Qualified X (1.15) ......................................................          11.794         15.285         29.60%
Qualified X (1.25) ......................................................          11.781         15.253         29.47%
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>

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


QUALIFIED I                   Individual contracts issued prior to May 1, 1975
                              in connection with "Qualified Corporate Retirement
                              Plans" established pursuant to Section 401 of the
                              Internal Revenue Code ("Code"); "Tax-Deferred
                              Annuity Plans" established by the public school
                              systems and tax-exempt organizations pursuant to
                              Section 403(b) of the Code, and certain Individual
                              Retirement Annuity Plans established by or on
                              behalf of individuals pursuant to section 408(b)
                              of the Code; Individual contracts issued prior to
                              November 1, 1975 in connection with "H.R. 10
                              Plans" established by persons entitled to the
                              benefits of the Self-Employed Individuals Tax
                              Retirement Act of 1962, as amended; allocated
                              group contracts issued prior to May 1, 1975 in
                              connection with Qualified Corporate Retirement
                              Plans; and group contracts issued prior to
                              October 1, 1978 in connection with Tax-Deferred
                              Annuity Plans.

QUALIFIED III                 Individual contracts issued in connection with
                              Tax-Deferred Annuity Plans and Individual
                              Retirement Annuity Plans since May 1, 1975, H.R.
                              10 Plans since November 1, 1975; group contracts
                              issued since October 1, 1978 in connection with
                              Tax-Deferred Annuity


                                      S-16
<PAGE>

VARIABLE ANNUITY ACCOUNT C

CONDENSED FINANCIAL INFORMATION

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

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

QUALIFIED III (continued):    Plans and group contracts issued since May 1, 1979
                              in connection with "Deferred Compensation Plans"
                              adopted by state and local governments and H.R. 10
                              Plans.

QUALIFIED IV                  Certain large group contracts (Jumbo) issued in
                              connection with Tax-Deferred Annuity Plans and
                              Deferred Compensation Plans issued since
                              January 1, 1979.

QUALIFIED V                   Group AetnaPlus contracts issued since August 28,
                              1992 in connection with "Optional Retirement
                              Plans" established pursuant to Section 403(b) or
                              401(a) of the Internal Revenue Code.

QUALIFIED VI                  Group AetnaPlus contracts issued in connection
                              with Tax-Deferred Annuity Plans and Retirement
                              Plus Plans since August 28, 1992.

QUALIFIED VII                 Certain existing contracts that were converted to
                              ACES, the new administrative system (Previously
                              valued under Qualified I).

QUALIFIED VIII                "Group Aetna Plus" contracts issued in connection
                              with Tax-Deferred Annuity Plans and "Deferred
                              Compensation Plans" adopted by state and local
                              governments since June 30, 1993.

QUALIFIED IX                  Certain large group contracts (Jumbo) that were
                              converted to ACES, the new administrative system
                              (previously valued under Qualified VI).

QUALIFIED X                   Individual Retirement Annuity and Simplified
                              Employee Pension Plans issued or converted to
                              ACES, the new administrative system.


1 -  Reflects less than a full year of performance activity. The initial
     Accumulation Unit Value was established at $10.000 during March 1995 when
     the fund became available under the contract or the applicable daily asset
     charge was first utilized.
2 -  Reflects less than a full year of performance activity. The initial
     Accumulation Unit Value was established at $10.000 during May 1995 when the
     fund became available under the contract or the applicable daily asset
     charge was first utilized.
3 -  Reflects less than a full year of performance activity. The initial
     Accumulation Unit Value was established at $10.000 during June 1995 when
     the fund became available under the contract or the applicable daily asset
     charge was first utilized.
4 -  Reflects less than a full year of performance activity. The initial
     Accumulation Unit Value was established at $10.000 during July 1995 when
     the fund became available under the contract or the applicable daily asset
     charge was first utilized.
5 -  Reflects less than a full year of performance activity. The initial
     Accumulation Unit Value was established at $10.000 during August 1995 when
     the fund became available under the contract or the applicable daily asset
     charge was first utilized.


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



                    STATEMENT OF ADDITIONAL INFORMATION




                          VARIABLE ANNUITY ACCOUNT C




                         VARIABLE ANNUITY CONTRACTS
                                  ISSUED BY
                   AETNA LIFE INSURANCE AND ANNUITY COMPANY






Form No. 75992(S)-2                                      ALIAC Ed. May 1996


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