VARIABLE ANNUITY ACCT C OF AETNA LIFE INSURANCE & ANNUITY CO
485APOS, 1996-02-20
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<PAGE>
As filed with the Securities and Exchange             Registration No. 33-75986*
Commission on February 20, 1996                      Registration No. 811-2513

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                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                     FORM N-4

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                       Post-Effective Amendment No. 4 To
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                                  and Amendment To


          REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

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


                       Aetna Life Insurance and Annuity Company
                                  (NAME OF DEPOSITOR)


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


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


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


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It is proposed that this filing will become effective:


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


*Pursuant to Rule 429(a) under the Securities Act of 1933, Registrant has
included a combined prospectus under this Registration Statement which includes
all the information which would currently be required in prospectuses relating
to the securities covered by the following earlier Registration Statements:
33-75970; 33-75954; and 33-75956.

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




<PAGE>

                          VARIABLE ANNUITY ACCOUNT C
                             CROSS REFERENCE SHEET


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

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

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

   4         Condensed Financial Information................    Condensed Financial Information

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

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

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

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

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

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

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

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

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

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

</TABLE>

<PAGE>

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

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

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

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

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

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

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

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

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

</TABLE>

                          PART C (OTHER INFORMATION)


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




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

This   Prospectus   describes   group   deferred   variable   annuity  contracts
("Contracts")  issued  by  Aetna  Life   Insurance  and  Annuity  Company   (the
"Company").  The Contracts are available  for nonprofit healthcare organizations
and certain tax-exempt nonhealthcare (Section 501(c)(3)) organizations for their
employees under Section 403(b) of the  Internal Revenue Code of 1986 as  amended
(the  "Code") and  for employees of  certain tax-exempt  organizations and their
for-profit subsidiaries in connection with qualified defined contribution  plans
under Sections 401(a)/401(k) of the Code. (See "Purchase.")

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

 - Aetna Variable Fund                  - Fidelity VIP Overseas Portfolio
 - Aetna Income Shares                  - Franklin Government Securities
 - Aetna Variable Encore Fund           Trust
 - Aetna Investment Advisers Fund,      - Janus Aspen Aggressive Growth
 Inc.                                   Portfolio
 - Aetna Ascent Variable Portfolio      - Janus Aspen Balanced Portfolio
 - Aetna Crossroads Variable Portfolio  - Janus Aspen Flexible Income
 - Aetna Legacy Variable Portfolio      Portfolio
 - Alger American Growth Portfolio      - Janus Aspen Growth Portfolio
 - Alger American Small Cap Portfolio   - Janus Aspen Short-Term Bond
 - Calvert Responsibly Invested         Portfolio
 Balanced Portfolio                     - Janus Aspen Worldwide Growth
 - Fidelity VIP II Contrafund           Portfolio
 Portfolio                              - Lexington Natural Resources Trust
 - Fidelity VIP Equity-Income           - Neuberger & Berman Growth Portfolio
 Portfolio                              - Scudder International Portfolio
 - Fidelity VIP Growth Portfolio        - TCI Growth (a Twentieth Century
                                        fund)

The Credited Interest  Options currently  available under the  Contract are  the
Guaranteed  Accumulation Account, the Fixed Account  and the Fixed Plus 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.  Additional
information  concerning the Guaranteed Accumulation Account is also 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,  under all Contracts or under all  Plans.
Please   check  with  your  employer  to  determine  option  availability.  (See
"Investment Options.")

This Prospectus provides investors  with the information  that they should  know
about the Separate Account before investing in the Contract through the Separate
Account.  Additional information  about the Separate  Account is  contained in a
Statement of Additional Information ("SAI") which is available at no charge. The
SAI  has  been  filed  with  the  Securities  and  Exchange  Commission  and  is
incorporated  herein by reference. The Table of  Contents for the SAI is printed
on page 18 of this Prospectus. An SAI may be obtained by indicating the  request
on  the  enrollment  form  or  on  the  prospectus  receipt  contained  in  this
Prospectus, or by calling the number listed under the "Inquiries" section of the
Prospectus Summary.

THIS PROSPECTUS IS VALID  ONLY WHEN ACCOMPANIED BY  THE CURRENT PROSPECTUSES  OF
THE  FUNDS 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.........................................                   4
PURCHASE..............................................................                   4
    Contract Availability.............................................                   4
    Purchasing Interests in the Contract..............................                   4
    Purchase Payments.................................................                   4
    Rights Under the Contract.........................................                   5
    Transfer Credits..................................................                   5
    Right to Cancel...................................................                   5
CHARGES AND DEDUCTIONS................................................                   5
    Daily Deductions from the Separate Account........................                   5
         Mortality and Expense Risk Charge............................                   5
         Administrative Expense Charge................................                   6
    Maintenance Fee...................................................                   6
    Deferred Sales Charge.............................................                   6
    Fund Expenses.....................................................                   8
    Premium and Other Taxes...........................................                   8
CONTRACT VALUATION....................................................                   8
    Account Value.....................................................                   8
    Accumulation Units................................................                   8
    Net Investment Factors............................................                   9
TRANSFERS.............................................................                   9
    Dollar Cost Averaging Program.....................................                   9
WITHDRAWALS...........................................................                   9
    Reinvestment Privilege............................................                  10
CONTRACT LOANS........................................................                  10
ADDITIONAL WITHDRAWAL OPTIONS.........................................                  11
DEATH BENEFIT DURING ACCUMULATION PERIOD..............................                  11
ANNUITY PERIOD........................................................                  12
    Annuity Period Elections..........................................                  12
    Annuity Options...................................................                  12
    Annuity Payments..................................................                  13
    Charges Deducted During the Annuity Period........................                  13
    Death Benefit Payable During Annuity Period.......................                  13
</TABLE>
<PAGE>
<TABLE>
<S>                                                                     <C>
TAX STATUS............................................................                  14
    Introduction......................................................                  14
    Taxation of the Company...........................................                  14
    Contracts Used with Certain Retirement Plans......................                  14
MISCELLANEOUS.........................................................                  17
    Distribution......................................................                  17
    Delay or Suspension of Payments...................................                  17
    Performance Reporting.............................................                  17
    Voting Rights.....................................................                  17
    Modification of the Contract......................................                  18
    Legal Matters and Proceedings.....................................                  18
CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION...................                  18
APPENDIX I--GUARANTEED ACCUMULATION ACCOUNT...........................                  19
APPENDIX II--THE FIXED ACCOUNT........................................                  20
APPENDIX III--THE FIXED PLUS ACCOUNT..................................                  21
APPENDIX IV--EMPLOYEE APPOINTMENT OF EMPLOYER AS AGENT UNDER AN
  ANNUITY CONTRACT....................................................                  23
</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
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- --------------------------------------------------------------------------------

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

ACCOUNT: A record which identifies contract values accumulated on behalf of each
Participant  during the Accumulation  Period. One or  more Employee Accounts and
Employer Accounts may be established for each Participant.

ACCOUNT VALUE: The total dollar value of  amounts held in an Account as of  each
Valuation Date during the Accumulation Period.

ACCOUNT  YEAR: A  period of  twelve months  measured from  the date  on which an
Account is  established (the  effective date)  or from  an anniversary  of  such
effective date.

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

ACCUMULATION UNIT: A  measure of  the value  of 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.

CODE: Internal Revenue Code of 1986, as amended.

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

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

CONTRACT  BENEFICIARY(IES):  Under  the  Contract, the  Contract  Holder  is the
Contract  Beneficiary.  The  Participant  designates  a  beneficiary  with   the
employer,  pursuant to terms of the  Plan. (See definition of "Plan Beneficiary"
below.)

CONTRACT HOLDER:  The person  or entity  to  whom the  Contract is  issued.  The
Contract Holder is usually the employer.

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

EMPLOYEE  ACCOUNT:  An  Account  that is  credited  with  payments  derived from
employee salary  reduction contributions  and  remitted to  the Company  by  the
employer on behalf of each Participant.

EMPLOYER ACCOUNT: An account that is credited with net Purchase Payments made by
the Contract Holder.

FUND(S):  An open-end registered  manaement 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.

PARTICIPANT (YOU): A person  participating in a Plan  maintained by an  eligible
organization.

PLAN  BENEFICIARY: The person entitled to receive benefits under the Plan in the
event of the Participant's death.

- --------------------------------------------------------------------------------
                                DEFINITIONS - 1
<PAGE>
PLAN(S): Tax-deferred  retirement plans  under Section  403(b) of  the Code  for
employees  of  nonprofit healthcare  organizations  and other  Section 501(c)(3)
nonhealthcare  organizations.  Certain  for-profit  subsidiaries  of  tax-exempt
organizations  may be offered  a separate Contract  in connection with qualified
defined contribution plans under Section 401(a)/401(k) of the Code.

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

PURCHASE PAYMENT  PERIODS:  For  "Installment Purchase  Payment  Accounts,"  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  that is
allocated to a particular  Fund. Each Subaccount invests  in the shares of  only
one corresponding Fund.

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

- --------------------------------------------------------------------------------
                                DEFINITIONS - 2
<PAGE>
                               PROSPECTUS SUMMARY
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

CONTRACTS OFFERED

    The  Contracts  described in  this  Prospectus are  group  deferred variable
annuity contracts  issued  by Aetna  Life  Insurance and  Annuity  Company  (the
"Company").  The purpose of the Contract is  to accumulate values and to provide
benefits upon retirement. The Contracts  are available for nonprofit  healthcare
organizations   and   certain  tax-exempt   nonhealthcare   (Section  501(c)(3))
organizations for their  employees under  Section 403(b)  of the  Code, and  for
employees  of  certain for-profit  subsidiaries  of tax-exempt  organizations in
connection with qualified defined contribution plans under Section 401(a)/401(k)
of  the  Code.  Under  these   Plans,  the  Contract  Holder  (employer)   makes
contributions  on behalf of  a Participant (employee)  and the Participant makes
contributions via salary reduction.

CONTRACT PURCHASE

    The Contract may be purchased by eligible organizations on behalf of a group
made up of their employees. Eligible  employees may participate in the  Contract
by  completing the  enrollment form and  submitting it to  the Company. Purchase
Payments can be applied to the Contract either through a lump-sum transfer  from
a   pre-existing  plan  or  through   periodic  salary  reductions  or  employer
contributions. (See "Purchase.")

FREE LOOK PERIOD

    Contract Holders have  the right  to cancel  their purchase  within 10  days
after  receiving the Contract (or longer if  required by state law) by returning
it to the Company along with a written notice of cancellation. Unless state  law
requires  otherwise,  the amount  received  upon cancellation  will  reflect the
investment performance  of the  Subaccounts into  which Purchase  Payments  were
deposited.  In some cases this  may be more or less  than the amount of Purchase
Payments. (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. 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 Accumulation Account ("GAA"), the Fixed Account, and
the Fixed Plus Account. (See the Appendices to this Prospectus.)

CHARGES AND DEDUCTIONS

    Certain  charges are associated with  these Contracts. These charges include
daily deductions  from the  Separate  Account (the  mortality and  expense  risk
charges and an administrative charge), as well as any annual maintenance fee 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 Account Value. (See the Fee Table and "Charges
and Deductions.")

TRANSFERS

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

WITHDRAWALS

    The  Contract Holder may redeem all or a  part of the Account Value prior to
the Annuity Date by  properly completing a disbursement  form and sending it  to
the  Company.  Limitations apply  to withdrawals  from  the Fixed  Plus Account.
Certain charges may  be assessed  upon withdrawal.  The withdrawal  may also  be
subject  to income tax  and a federal  tax penalty. The  Code restricts full and
partial withdrawals in some circumstances. (See "Withdrawals.")

- --------------------------------------------------------------------------------
                                  SUMMARY - 1
<PAGE>
    The Contract also  offers certain Additional  Withdrawal Options during  the
Accumulation  Period to persons meeting  certain criteria. Additional Withdrawal
Options are  not available  in  all states  and may  not  be suitable  in  every
situation. (See "Additional Withdrawal Options.")

LOANS

    A  Contract Holder under  a Section 403(b)  Plan may request  a loan on your
behalf at any time during the Accumulation Period. Such loan will be taken  from
the  Employee Account and/or the Employer  Account, as permitted by the Contract
Holder.  Loans  are   not  available   from  Contracts   issued  under   Section
401(a)/401(k) Plans. (See "Contract Loans.")

DEATH BENEFIT

    The  Contract  provides that  a  death benefit  is  payable to  the Contract
Beneficiary upon  the death  of the  Participant before  the Annuity  Date.  The
Contract  Holder may direct that  we make such payment  to the Plan Beneficiary.
The amount of the death  benefit will be equal to  the Account Value. Until  the
election  of a method of  payment, the Account Value  will remain invested under
the Contract. The Contract Holder, on behalf of a Plan 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,
depending  upon the terms of the Contract  and the Annuity Option selected. (See
"Death Benefit Payable During the Annuity Period.")

THE ANNUITY PERIOD

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

TAXES

    Contributions  and  earnings  are  not generally  taxed  until  you  or your
beneficiary(ies) actually  receive  a  distribution from  the  Contract.  A  10%
federal  tax penalty  and a  20% withholding  for income  tax 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 06156-1277
                                                          Attention: Customer Service
    (For AetnaPlus Contracts)
 -  Call Customer Service:                                1-800-525-4225 (for automated transfers or changes
                                                          in the allocation of Account Values, call:
                                                          1-800-262-3862)
    (For Multiple Option Contracts)
 -  Call Customer Service:                                1-800-677-4636 (for automated transfers or changes
                                                          in the allocation of Account 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 fees  and
expenses paid out of the assets of a particular Fund, see the Fund's prospectus.

DIRECT CHARGES. These charges are deducted directly from the Account 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  Account.  The  amount of  the  deferred  sales  charge  is
     calculated as follows:

<TABLE>
<CAPTION>
     INSTALLMENT PURCHASE PAYMENT ACCOUNTS:             SINGLE PURCHASE PAYMENT ACCOUNTS:
       PURCHASE PAYMENT          DEFERRED SALES          ACCOUNT YEARS            DEFERRED SALES
      PERIODS COMPLETED         CHARGE DEDUCTION           COMPLETED             CHARGE DEDUCTION
- ------------------------------  ---------------- ------------------------------  ----------------
<S>                             <C>              <C>                             <C>
Less than 5                               5%     Less than 5                               5%
5 or more but less than 7                 4%     5 or more but less than 6                 4%
7 or more but less than 9                 3%     6 or more but less than 7                 3%
9 or more but less than 10                2%     7 or more but less than 8                 2%
More than 10                              0%     8 or more but less than 9                 1%
                                                 9 or more                                 0%
</TABLE>

<TABLE>
<S>                                                                                         <C>
ANNUAL CONTRACT MAINTENANCE FEE Installment Purchase Payment Account......................  $   15.00
                                Single Purchase Payment Account...........................  $    0.00

The maintenance fee will generally be deducted annually from each Account
during the Accumulation Period. The amount shown is the MAXIMUM maintenance fee
that can be deducted under each Account.
</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 an Account. They include:

<TABLE>
<S>                                                                                          <C>
MORTALITY AND EXPENSE RISK CHARGE..........................................................      1.25%

ADMINISTRATIVE EXPENSE CHARGE. We currently do not impose an Administrative Expense
Charge.....................................................................................      0.00%
                                                                                                 -----
However, we reserve the right to deduct a daily charge of not more than 0.25%
per year from the Subaccounts.

  TOTAL SEPARATE ACCOUNT CHARGES...........................................................      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. 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. A Fund's "Other Expenses" include operating costs
of the Fund.

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

- --------------------------
(1) Certain  of  the  unaffiliated  Fund  advisers  reimburse  the  Company  for
    administrative  costs incurred in connection with administering the Funds as
    variable funding options under the  Contract. These reimbursements are  paid
    out of the investment advisory fees and are not charged to investors.
(2) This  fund has  only limited operating  history; therefore  the expenses are
    estimated for the current fiscal year.
(3) A portion of the brokerage commissions the Fund paid was used to reduce  its
    expenses.  Without this reduction, total  operating expenses would have been
         % for the Equity-Income Portfolio and      % for the Growth Portfolio.
(4) The expense figures  shown are  net of  certain expense  waivers from  Janus
    Capital  Corporation. Without such waivers,  Investment Advisory Fees, Other
    Expenses and Total Mutual  Fund Annual Expenses for  the Portfolios for  the
    fiscal  year ended December 31, 1995  would have been:       %,       %, and
         %, respectively, for Janus  Aspen Aggressive Growth Portfolio;       %,
           %,  and        %,  respectively, for Janus  Aspen Balanced Portfolio;
         %,       %, and       %, respectively, for Janus Aspen Flexible  Income
    Portfolio;       %,      %  and      %, respectively, for Janus Aspen Growth
    Portfolio;        %,        %  and        %, respectively,  for Janus  Aspen
    Short-Term  Bond Portfolio; and      %,      % and      %, respectively, for
    Janus Aspen Worldwide Growth Portfolio.
(5) The Portfolio's investment adviser pays all expenses of the Portfolio except
    brokerage  commissions,   taxes,  interest,   fees  and   expenses  of   the
    non-interested   directors  (including   counsel  fees)   and  extraordinary
    expenses.

- --------------------------------------------------------------------------------
                                 FEE TABLE - 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 maximum maintenance fee  of $15.00 that can  be
deducted  under the Contract has been converted  to a percentage of assets equal
to      %.

<TABLE>
<CAPTION>
                                               EXAMPLE A                               EXAMPLE B
                                 -------------------------------------   -------------------------------------
                                 IF YOU WITHDRAW  YOUR ENTIRE  ACCOUNT   IF  YOU DO NOT  WITHDRAW YOUR ACCOUNT
                                 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
 Aetna Income Shares
 Aetna Variable Encore Fund
 Aetna Investment Advisers
  Fund, Inc.
 Aetna Ascent Variable
  Portfolio
 Aetna Crossroads Variable
  Portfolio
 Aetna Legacy Variable
  Portfolio
 Alger American Growth
  Portfolio
 Alger American Small Cap
  Portfolio
 Calvert Responsibly Invested
  Balanced Portfolio
 Fidelity VIP II Contrafund
  Portfolio
 Fidelity VIP Equity-Income
  Portfolio
 Fidelity VIP Growth Portfolio
 Fidelity VIP Overseas
  Portfolio
 Franklin Government Securities
  Trust
 Janus Aspen Aggressive Growth
  Portfolio
 Janus Aspen Balanced Portfolio
 Janus Aspen Flexible Income
  Portfolio
 Janus Aspen Growth Portfolio
 Janus Aspen Short-Term Bond
  Portfolio
 Janus Aspen Worldwide Growth
  Portfolio
 Lexington Natural Resources
  Trust
 Neuberger & Berman Growth
  Portfolio
 Scudder International
  Portfolio
 TCI Growth
</TABLE>

- ------------------------------
* This  Example  would not  apply if  a nonlifetime  variable annuity  option is
  selected, and a  lump sum  settlement is  requested within  three years  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. (Refer to Example A).

- --------------------------------------------------------------------------------
                                 FEE TABLE - 3
<PAGE>
                        CONDENSED FINANCIAL INFORMATION
                              AETNA PLUS CONTRACTS
   (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
                                          ------------   ------------   ------------   ------------   ------------   ------------

<S>                                       <C>            <C>            <C>            <C>            <C>            <C>
AETNA VARIABLE FUND
Value at beginning of period                                  $11.020        $10.454        $97.165        $77.845        $76.311
Value at end of period                                        $10.778        $11.020        $10.454(2)      $97.165       $77.845
Increase (decrease) in value of
 accumulation unit(1)                                           (2.20)%         5.41%             (2)        24.82%          2.01%
Number of accumulation units outstanding
 at end of period                                         114,733,035     44,166,470         21,250     20,948,226     18,362,906

AETNA INCOME SHARES
Value at beginning of period                                  $10.905        $10.068        $36.789        $31.192        $28.943
Value at end of period                                        $10.360        $10.905        $10.068(3)      $36.789       $31.192
Increase (decrease) in value of
 accumulation unit(1)                                           (5.00)%         8.31%             (3)        17.94%          7.77%
Number of accumulation units outstanding
 at end of period                                          11,713,354      4,084,142          3,870      7,844,412      6,984,793

AETNA VARIABLE ENCORE FUND
Value at beginning of period                                  $10.241        $10.048        $33.812        $32.138        $30.012
Value at end of period                                        $10.528        $10.241        $10.048(4)      $33.812       $32.138
Increase (decrease) in value of
 accumulation unit(1)                                            2.80%          1.92%             (4)         5.21%          7.08%
Number of accumulation units outstanding
 at end of period                                           7,673,528      2,766,044            825      8,430,082     10,220,110

AETNA INVESTMENT ADVISERS
 FUND, INC.
Value at beginning of period                                  $11.057        $10.189        $12.736        $10.896        $10.437
Value at end of period                                        $10.868        $11.057        $10.189(6)      $12.736       $10.896
Increase (decrease) in value of
 accumulation unit(1)                                           (1.71)%         8.52%             (6)        16.89%          4.40%
Number of accumulation units outstanding
 at end of period                                          23,139,604     11,368,365         11,508     22,898,099     17,078,985

ALGER AMERICAN SMALL CAP
 PORTFOLIO
Value at beginning of period                                   $9.959        $10.000(7)
Value at end of period                                         $9.437        $ 9.959
Increase (decrease) in value of
 accumulation unit(1)                                           (5.24)%        (0.41)%
Number of accumulation units outstanding
 at end of period                                           6,339,407        781,836

CALVERT RESPONSIBLY INVESTED
 BALANCED PORTFOLIO*
Value at beginning of period                                  $11.036        $10.278        $10.000(8)
Value at end of period                                        $10.554        $11.036        $10.278
Increase (decrease) in value of
 accumulation unit(1)                                           (4.37)%         7.37%          2.78%
Number of accumulation units outstanding
 at end of period                                             521,141        144,168          2,556

FRANKLIN GOVERNMENT SECURITIES
 TRUST
Value at beginning of period                                  $10.642        $10.008        $10.000(8)
Value at end of period                                        $10.119        $10.642        $10.008
Increase (decrease) in value of
 accumulation unit(1)                                           (4.91)%         6.33%          0.08%
Number of accumulation units outstanding
 at end of period                                             325,365        167,137          5,559

<CAPTION>
                                              1989           1988           1987           1986
                                          ------------   ------------   ------------   ------------
<S>                                       <C>            <C>            <C>            <C>
AETNA VARIABLE FUND
Value at beginning of period                   $59.871        $52.885        $50.760        $43.205
Value at end of period                         $76.311        $59.871        $52.885        $50.760
Increase (decrease) in value of
 accumulation unit(1)                            27.46%         13.21%          4.19%         17.49%
Number of accumulation units outstanding
 at end of period                           17,142,820     16,455,396     16,497,406     16,578,251
AETNA INCOME SHARES
Value at beginning of period                   $25.574        $24.061        $23.308        $20.703
Value at end of period                         $28.943        $25.574        $24.061        $23.308
Increase (decrease) in value of
 accumulation unit(1)                            13.17%          6.29%          3.23%         12.58%
Number of accumulation units outstanding
 at end of period                            6,202,834      5,955,293      5,372,271      6,188,470
AETNA VARIABLE ENCORE FUND
Value at beginning of period                   $27.783        $26.171        $24.812        $23.504
Value at end of period                         $30.012        $27.783        $26.171        $24.812
Increase (decrease) in value of
 accumulation unit(1)                             8.02%          6.16%          5.48%          5.57%
Number of accumulation units outstanding
 at end of period                            8,286,033      8,154,644      7,326,151      6,692,947
AETNA INVESTMENT ADVISERS
 FUND, INC.
Value at beginning of period                   $10.000(5)
Value at end of period                         $10.437
Increase (decrease) in value of
 accumulation unit(1)                             4.37%
Number of accumulation units outstanding
 at end of period                            9,535,986
ALGER AMERICAN SMALL CAP
 PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units outstanding
 at end of period
CALVERT RESPONSIBLY INVESTED
 BALANCED PORTFOLIO*
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units outstanding
 at end of period
FRANKLIN GOVERNMENT SECURITIES
 TRUST
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units outstanding
 at end of period
</TABLE>

- --------------------------------------------------------------------------------
                                AUV HISTORY - 1
<PAGE>
                  CONDENSED FINANCIAL INFORMATION (CONTINUED)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                             1995          1994          1993         1992
                                          ----------   ------------   ----------   ----------

<S>                                       <C>          <C>            <C>          <C>
JANUS ASPEN AGGRESSIVE GROWTH PORTFOLIO
Value at beginning of period                              $10.000(9)
Value at end of period                                    $10.581
Increase (decrease) in value of
 accumulation unit(1)                                        5.81%
Number of accumulation units outstanding
 at end of period                                         753,862

JANUS ASPEN FLEXIBLE INCOME PORTFOLIO
Value at beginning of period                              $10.000(9)
Value at end of period                                    $ 9.873
Increase (decrease) in value of
 accumulation unit(1)                                       (1.27)%
Number of accumulation units outstanding
 at end of period                                          28,543

LEXINGTON NATURAL RESOURCES TRUST
Value at beginning of period                              $10.877       $ 9.832      $10.000(8)
Value at end of period                                    $10.154       $10.877      $ 9.832
Increase (decrease) in value of
 accumulation unit(1)                                       (6.65)%       10.63%      (1.68)%
Number of accumulation units outstanding
 at end of period                                         703,676       135,614          561

NEUBERGER & BERMAN GROWTH PORTFOLIO
Value at beginning of period                              $11.747       $10.864      $10.000(8)
Value at end of period                                    $11.026       $11.747      $10.864
Increase (decrease) in value of
 accumulation unit(1)                                       (6.14)%        8.13%        8.64%
Number of accumulation units outstanding
 at end of period                                       1,865,104       546,559       10,645

SCUDDER INTERNATIONAL PORTFOLIO
Value at beginning of period                              $12.957       $ 9.578      $10.000(8)
Value at end of period                                    $12.687       $12.957      $ 9.578
Increase (decrease) in value of
 accumulation unit(1)                                       (2.08)%       35.28%      (4.22)%
Number of accumulation units outstanding
 at end of period                                       6,558,946     1,020,233        5,232

TCI GROWTH
Value at beginning of period                              $12.069       $10.692      $10.000(8)
Value at end of period                                    $11.781       $12.069      $10.692
Increase (decrease) in value of
 accumulation unit(1)                                       (2.39)%       12.88%        6.92%
Number of accumulation units outstanding
 at end of period                                      12,853,828     3,667,821        2,254
</TABLE>

(1) The above figures are calculated  by subtracting the beginning  Accumulation
    Unit  value from the ending Accumulation  Unit value during a calendar year,
    and dividing  the result  by the  beginning Accumulation  Unit value.  These
    figures do not reflect the deferred sales charges or the fixed dollar annual
    maintenance  fee,  if  any.  Inclusion of  these  charges  would  reduce the
    investment results shown.

(2) The Accumulation Unit value was converted to $10.000 on August 21, 1992 upon
    the commencement of a new  administrative system. Immediately prior to  that
    date,  the Accumulation Unit value  of the Fund was  $97.817. On the date of
    conversion, additional units  were issued  so that account  values were  not
    changed  as  a  result  of  the conversion.  The  percentage  change  in the
    Accumulation Unit  value from  the beginning  of  the year  to the  date  of
    conversion  was 0.67%; the percentage change  in the Accumulation Unit value
    from the date of conversion to the end of the year was 4.54%.

(3) The Accumulation Unit value was converted to $10.000 on August 21, 1992 upon
    the commencement of a new  administrative system. Immediately prior to  that
    date,  the Accumulation Unit value  of the Fund was  $38.521. On the date of
    conversion, additional units  were issued  so that account  values were  not
    changed  as  a  result  of  the conversion.  The  percentage  change  in the
    Accumulation Unit  value from  the beginning  of  the year  to the  date  of
    conversion  was 4.70%; the percentage change  in the Accumulation Unit value
    from the date of conversion to the end of the year was 0.68%.

(4) The Accumulation Unit value was converted to $10.000 on August 21, 1992 upon
    the commencement of a new  administrative system. Immediately prior to  that
    date,  the Accumulation Unit value  of the Fund was  $34.397. On the date of
    conversion, additional units  were issued  so that account  values were  not
    changed  as  a  result  of  the conversion.  The  percentage  change  in the
    Accumulation Unit  value from  the beginning  of  the year  to the  date  of
    conversion  was 1.73%; the percentage change  in the Accumulation Unit value
    from the date of conversion to the end of the year was 0.48%.

(5) The initial Accumulation Unit value was  established at $10.000 on June  23,
    1989, the date on which the Fund commenced operations.
(6) The Accumulation Unit value was converted to $10.000 on August 21, 1992 upon
    the  commencement of a new administrative  system. Immediately prior to that
    date, the Accumulation Unit value  of the Fund was  $13.118. On the date  of
    conversion,  additional units  were issued so  that account  values were not
    changed as  a  result  of  the conversion.  The  percentage  change  in  the
    Accumulation  Unit  value from  the beginning  of  the year  to the  date of
    conversion was 2.99%; the percentage  change in the Accumulation Unit  value
    from the date of conversion to the end of the year was 1.89%.

(7) The  initial Accumulation Unit value was established at $10.000 on September
    17, 1993,  the  date on  which  the  Portfolio became  available  under  the
    Contract.

(8) The initial Accumulation Unit value was established at $10.000 on August 21,
    1992,  the  date  on which  the  Fund/Portfolio became  available  under the
    Contract.

(9) The initial  Accumulation  Unit  value was  established  at  $10.000  during
    October 1994, when the funds were first received in this option.

* Formerly Calvert Socially Responsible Series.

- --------------------------------------------------------------------------------
                                AUV HISTORY - 2
<PAGE>
                        CONDENSED FINANCIAL INFORMATION
                           MULTIPLE OPTION CONTRACTS
   (SELECTED DATA FOR ACCUMULATION UNITS OUTSTANDING THROUGHOUT EACH PERIOD)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

THE CONDENSED FINANCIAL INFORMATION PRESENTED BELOW FOR EACH OF THE YEARS IN THE
TEN-YEAR  PERIOD ENDED  DECEMBER 31, 1995  (AS APPLICABLE), IS  DERIVED FROM THE
FINANCIAL STATEMENTS OF  THE SEPARATE ACCOUNT,  WHICH FINANCIAL STATEMENTS  HAVE
BEEN  AUDITED  BY KPMG  PEAT MARWICK  LLP,  INDEPENDENT AUDITORS.  THE FINANCIAL
STATEMENTS AS OF AND FOR  THE YEAR ENDED DECEMBER  31, 1995 AND THE  INDEPENDENT
AUDITORS'   REPORT  THEREON,  ARE  INCLUDED   IN  THE  STATEMENT  OF  ADDITIONAL
INFORMATION.
<TABLE>
<CAPTION>
                                             1995         1994           1993           1992          1991
                                          ----------  ------------   -------------   -----------   -----------

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

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

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

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

ALGER AMERICAN SMALL CAP
 PORTFOLIO
Value at beginning of period                               $10.072         $10.000(3)
Value at end of period                                     $ 9.513         $10.072
Increase (decrease) in value of
 accumulation unit(1)                                        (5.55)%          0.72%
Number of accumulation units outstanding
 at end of period                                          665,518          51,327

CALVERT RESPONSIBLY INVESTED
 BALANCED PORTFOLIO*
Value at beginning of period                               $14.640         $13.726       $12.913       $11.233
Value at end of period                                     $13.990         $14.640       $13.726       $12.913
Increase (decrease) in value of
 accumulation unit(1)                                        (4.44)%          6.66%         6.30%        14.96%
Number of accumulation units outstanding
 at end of period                                          743,464         705,415       503,006       355,851

FRANKLIN GOVERNMENT
 SECURITIES TRUST
Value at beginning of period                               $14.929         $14.050       $13.219       $11.545
Value at end of period                                     $14.190         $14.929       $14.050       $13.219
Increase (decrease) in value of
 accumulation unit(1)                                        (4.95)%          6.26%         6.29%        14.50%
Number of accumulation units outstanding
 at end of period                                          804,457         960,629       810,155       627,552

<CAPTION>
                                             1990           1989           1988          1987          1986
                                          -----------   -------------   -----------   -----------   -----------
<S>                                       <C>           <C>             <C>           <C>           <C>
AETNA VARIABLE FUND
Value at beginning of period                  $76.311         $59.871       $52.885       $50.760       $43.205
Value at end of period                        $77.845         $76.311       $59.871       $52.885       $50.760
Increase (decrease) in value of
 accumulation unit(1)                            2.01%          27.46%        13.21%         4.19%        17.49%
Number of accumulation units outstanding
 at end of period                          18,362,906      17,142,820    16,455,396    16,497,406    16,578,251
AETNA INCOME SHARES
Value at beginning of period                  $28.943         $25.574       $24.061       $23.308       $20.703
Value at end of period                        $31.192         $28.943       $25.574       $24.061       $23.308
Increase (decrease) in value of
 accumulation unit(1)                            7.77%          13.17%         6.29%         3.23%        12.58%
Number of accumulation units outstanding
 at end of period                           6,984,793       6,202,834     5,955,293     5,372,271     6,188,470
AETNA VARIABLE ENCORE FUND
Value at beginning of period                  $30.012         $27.783       $26.171       $24.812       $23.504
Value at end of period                        $32.138         $30.012       $27.783       $26.171       $24.812
Increase (decrease) in value of
 accumulation unit(1)                            7.08%           8.02%         6.16%         5.48%         5.57%
Number of accumulation units outstanding
 at end of period                          10,220,110       8,286,033     8,154,644     7,326,151     6,692,947
AETNA INVESTMENT ADVISERS
 FUND, INC.
Value at beginning of period                  $10.437         $10.000(2)
Value at end of period                        $10.896         $10.437
Increase (decrease) in value of
 accumulation unit(1)                            4.40%           4.37%
Number of accumulation units outstanding
 at end of period                          17,078,985       9,535,986
ALGER AMERICAN SMALL CAP
 PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units outstanding
 at end of period
CALVERT RESPONSIBLY INVESTED
 BALANCED PORTFOLIO*
Value at beginning of period                  $10.568         $10.000(4)
Value at end of period                        $11.233         $10.568
Increase (decrease) in value of
 accumulation unit(1)                            6.29%           5.68%
Number of accumulation units outstanding
 at end of period                             148,576          20,710
FRANKLIN GOVERNMENT
 SECURITIES TRUST
Value at beginning of period                  $10.581         $10.000(5)
Value at end of period                        $11.545         $10.581
Increase (decrease) in value of
 accumulation unit(1)                            9.11%           5.81%
Number of accumulation units outstanding
 at end of period                             178,761          25,258
</TABLE>

- --------------------------------------------------------------------------------
                                AUV HISTORY - 1
<PAGE>
                  CONDENSED FINANCIAL INFORMATION (CONTINUED)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                        1995         1994           1993           1992            1991           1990
                                     ----------  -------------   -----------   -------------   ------------   ------------

<S>                                  <C>         <C>             <C>           <C>             <C>            <C>
JANUS ASPEN AGGRESSIVE GROWTH PORTFOLIO
Value at beginning of period                           $10.000(6)
Value at end of period                                 $12.169
Increase (decrease) in value of
 accumulation unit(1)                                    21.69%
Number of accumulation units
 outstanding at end of period                          393,553

JANUS ASPEN FLEXIBLE INCOME PORTFOLIO
Value at beginning of period                           $10.000(7)
Value at end of period                                 $ 9.911
Increase (decrease) in value of
 accumulation unit(1)                                    (0.89)%
Number of accumulation units
 outstanding at end of period                            1,555

LEXINGTON NATURAL RESOURCES TRUST
Value at beginning of period                           $10.071       $ 9.193          $9.018         $9.608        $11.441
Value at end of period                                 $ 9.412       $10.071          $9.193        $ 9.018        $ 9.608
Increase (decrease) in value of
 accumulation unit(1)                                    (6.54)%        9.55%           1.94%         (6.14)%       (16.02)%
Number of accumulation units
 outstanding at end of period                          533,016       341,771         198,338        144,139         75,052

NEUBERGER & BERMAN GROWTH PORTFOLIO
Value at beginning of period                           $14.278       $13.536         $12.511        $ 9.769        $10.772
Value at end of period                                 $13.398       $14.278         $13.536        $12.511        $ 9.769
Increase (decrease) in value of
 accumulation unit(1)                                    (6.16)%        5.48%           8.19%         28.07%         (9.31)%
Number of accumulation units
 outstanding at end of period                        2,107,525     1,927,674       1,346,898        971,985        482,220

SCUDDER INTERNATIONAL PORTFOLIO**
Value at beginning of period                           $13.508       $ 9.922         $10.239**      $ 9.256        $10.306
Value at end of period                                 $13.227       $13.508         $ 9.922        $10.239        $ 9.256
Increase (decrease) in value of
 accumulation unit(1)                                    (2.08)%       36.14%          (3.10)%        10.62%        (10.19)%
Number of accumulation units
 outstanding at end of period                        4,240,412     2,371,037       1,161,007        779,667        317,829

TCI GROWTH
Value at beginning of period                           $11.443       $10.495         $10.000(9)
Value at end of period                                 $11.172       $11.443         $10.495
Increase (decrease) in value of
 accumulation unit(1)                                    (2.37)%        9.03%           4.95%
Number of accumulation units
 outstanding at end of period                        1,608,362     1,016,894         232,832

<CAPTION>
                                         1989
                                     -------------
<S>                                  <C>
JANUS ASPEN AGGRESSIVE GROWTH PORTF
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
JANUS ASPEN FLEXIBLE INCOME PORTFOL
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
LEXINGTON NATURAL RESOURCES TRUST
Value at beginning of period               $10.000(4)
Value at end of period                     $11.441
Increase (decrease) in value of
 accumulation unit(1)                        14.41%
Number of accumulation units
 outstanding at end of period               11,481
NEUBERGER & BERMAN GROWTH PORTFOLIO
Value at beginning of period               $10.000(4)
Value at end of period                     $10.772
Increase (decrease) in value of
 accumulation unit(1)                         7.72%
Number of accumulation units
 outstanding at end of period               68,885
SCUDDER INTERNATIONAL PORTFOLIO**
Value at beginning of period               $10.000(8)
Value at end of period                     $10.306
Increase (decrease) in value of
 accumulation unit(1)                         3.06%
Number of accumulation units
 outstanding at end of period               32,906
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 charges 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 September
    17, 1993,  the  date on  which  the  Portfolio became  available  under  the
    Contract.

(4) The  initial Accumulation Unit  value was established at  $10.000 on May 31,
    1989, the  date  on which  the  Fund/Portfolio became  available  under  the
    Contract.

(5) The  initial Accumulation Unit  value was established at  $10.000 on June 7,
    1989, the date on which the Fund became available under the Contract.

(6) The initial Accumulation Unit value  was established at $10.000 during  June
    1994, when funds were first received in this option.

(7) The  initial  Accumulation  Unit  value was  established  at  $10.000 during
    November 1994, when funds were first received in this option.

(8) The initial Accumulation Unit  value was established at  $10.000 on July  5,
    1989, the date on which the Portfolio became available under the Contract.

(9) The  initial Accumulation Unit value was established at $10.000 on September
    21, 1992,  the  date on  which  the  Portfolio became  available  under  the
    Contract.

 * Formerly Calvert Socially Responsible Series.

** Formerly  T. Rowe  Price International  Equity Fund.  On April  27, 1992, the
   Fund's  assets  were  liquidated  and  merged  into  Scudder  Variable   Life
   Investment  Fund --  Managed International  Portfolio. The  Accumulation Unit
   Value following the merger was $10.051.

- --------------------------------------------------------------------------------
                                AUV HISTORY - 2
<PAGE>
                                  THE COMPANY
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

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

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

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

    The  Company established Variable Annuity Account C (the "Separate Account")
in 1976 as a segregated  asset account for the  purpose of funding its  variable
annuity contracts. The Separate Account is registered as a unit investment trust
under  the  Investment Company  Act  of 1940  (the  "1940 Act"),  and  meets the
definition of "separate  account" under  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 if the Separate Account, such
assets  are not  chargeable with liabilities  arising out 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

    The Contract Holder, or the Participant, if allowed by the Contract  Holder,
may  allocate Purchase Payments to one or  more of the Subaccounts as designated
on the enrollment  form. In turn,  the Subaccounts invest  in the  corresponding
Funds at net asset value.

    The  Contract Holder may decide to offer only a select number of Funds under
its Plan,  or it  may decide  to substitute  shares of  one Fund  for shares  of
another  Fund currently held by the  Separate Account. 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, under all Contracts, or in all Plans.

    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)

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

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

- -AETNA GENERATION PORTFOLIOS, INC.--AETNA CROSSROADS VARIABLE PORTFOLIO seeks to
 provide total return (i.e., income and capital appreciation, both realized  and
 unrealized)  by  allocating its  investments  among equities  and  fixed income
 securities. The  Portfolio  is managed  for  investors who  generally  have  an
 investment  horizon exceeding 10  years and who  have a moderate  level of risk
 tolerance.(1)

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

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

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

- -CALVERT  RESPONSIBLY INVESTED BALANCED PORTFOLIO  is a NONDIVERSIFIED portfolio
 that seeks growth  of capital  through investment  in enterprises  that make  a
 significant  contribution to  society through  their products  and services and
 through the way they do business.(3)

- -FIDELITY INVESTMENTS' VARIABLE INSURANCE PRODUCTS FUND II--CONTRAFUND PORTFOLIO
 seeks maximum total  return over the  long term by  investing in securities  of
 companies that are undervalued or out-of-favor.(4)

- -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.(4)

- -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.(4)

- -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).(4)

- -FRANKLIN  GOVERNMENT  SECURITIES  TRUST  seeks  income  through  investments in
 obligations of  the  U.S.  Government or  its  agencies  or  instrumentalities,
 primarily GNMA obligations.(5)

- -JANUS  ASPEN SERIES--AGGRESSIVE GROWTH PORTFOLIO  is a NONDIVERSIFIED portfolio
 that seeks  long-term  growth  of  capital in  a  manner  consistent  with  the
 preservation  of  capital. The  Portfolio pursues  its investment  objective by
 normally investing at least  50% of its equity  assets in securities issued  by
 medium-sized   companies.  Medium-sized   companies  are   those  whose  market
 capitalizations fall within  the range of  companies in  the S &  P Midcap  400
 Index,  which  as of          included  companies with  capitalizations between
 approximately       and       ,  but which is expected  to change on a  regular
 basis.(6)

- -JANUS   ASPEN  SERIES--BALANCED  PORTFOLIO   seeks  long-term  capital  growth,
 consistent with preservation of

- --------------------------------------------------------------------------------
                                       2
<PAGE>
 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.(6)

- -JANUS  ASPEN SERIES--FLEXIBLE  INCOME PORTFOLIO  seeks to  obtain maximum total
 return, consistent with preservation of  capital from a combination of  current
 income  and capital appreciation. The Portfolio  invests in all types of income
 producing securities and may have substantial holdings of debt securities rated
 below investment grade  (e.g., junk  bonds). High yield,  high risk  securities
 involve  certain risks.  See the  Fund's prospectus  for a  discussion of these
 risks.(6)

- -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.(6)

- -JANUS ASPEN SERIES--SHORT-TERM BOND PORTFOLIO seeks as high a level of  current
 income  as is consistent with preservation of capital by investing primarily in
 short-and intermediate-term fixed income securities.(6)

- -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.(6)

- -LEXINGTON NATURAL  RESOURCES TRUST  is a  NONDIVERSIFIED portfolio  that  seeks
 long-term  growth of capital  through investment primarily  in common stocks of
 companies which own or develop natural resources and other basic commodities or
 supply goods and services to such companies.(7)

- -NEUBERGER & BERMAN ADVISERS MANAGEMENT  TRUST-- GROWTH PORTFOLIO seeks  capital
 appreciation  without regard  to income.  The Portfolio  pursues its investment
 objective by  investing  in common  stocks,  often  of companies  that  may  be
 temporarily out of favor in the market.(8)

- -SCUDDER VARIABLE LIFE INVESTMENT FUND-- INTERNATIONAL PORTFOLIO seeks long-term
 growth  of capital primarily through diversified holdings of marketable foreign
 equity investments.(9)

- -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.(10)

Investment Advisers for each of the Funds:

 (1) Aetna Life Insurance and Annuity Company
 (2) Fred Alger Management, Inc.
 (3) Calvert Asset Management Company, Inc.
 (4) Fidelity Management & Research Company
 (5) Franklin Advisers, Inc.
 (6) Janus Capital Corporation
 (7) Lexington Management Corporation (adviser); Market Systems Research
     Advisors, Inc. (subadviser)
 (8) Neuberger & Berman Management Incorporated
 (9) Scudder, Stevens & Clark, Inc.
 (10) 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

- --------------------------------------------------------------------------------
                                       3
<PAGE>
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 Contract Holder may
elect not to offer all Credited Interest Options under its Plan.

- - 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 the GAA for the full guaranteed term to received
  the quoted interest rates, or a market value adjustment (which may be positive
  or negative) will be applied. (See Appendix I.)

- - The Fixed  Account is  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 Fixed Plus Account  is also 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. Withdrawals and  transfers
  from the Fixed Plus Account are limited. (See Appendix III.)

                                    PURCHASE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

CONTRACT AVAILABILITY

    The Contracts are designed to fund Plans adopted by (1) nonprofit healthcare
organizations   and   certain  tax-exempt   nonhealthcare   (Section  501(c)(3))
organizations for their  employees under  Section 403(b)  of the  Code, and  (2)
certain  tax-exempt organizations or their for-profit subsidiaries in connection
with qualified defined  contribution plans  under Section  401(a)/401(k) of  the
Code.  The  Contract Holder  must  notify the  Company  whether Title  I  of the
Employee Retirement  Income  Security  Act  of 1974  ("ERISA"),  as  amended  by
subsequent  law, including  the Retirement  Equity Act  of 1984,  applies to the
Plan.

PURCHASING INTERESTS IN THE CONTRACT

    Eligible organizations may acquire the Contract by submitting an application
to the Company. Once we approve the  application, a group Contract is issued  to
the  employer  or association  as the  group  Contract Holder.  Participants may
purchase interests in a group Contract  by submitting an enrollment form to  the
Company.

    The  Company must accept or reject the application or enrollment form within
two business  days  of  receipt.  If  the  application  or  enrollment  form  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 or Participant, pending acceptance of the forms.
Initial payments held for longer than  the five business days will be  deposited
in the Aetna Variable Encore Fund Subaccount until the forms are completed.

PURCHASE PAYMENTS

    The  Contract provides  for the establishment  of two Accounts  on behalf of
each Participant. The Employer Account  will be credited with Purchase  Payments
made  by the employer  (Contract Holder). The Employee  Account will be credited
with Purchase  Payments derived  from employee  salary reduction  contributions.
Continuing,  periodic  payments  made  by  you or  the  employer  are  placed in
"Installment  Purchase  Payment  Accounts."   Lump  sum  transfers  of   amounts
accumulated  under a pre-existing plan may be placed in "Single Purchase Payment
Accounts" in accordance with the Company's procedures and minimums in effect  at
the  time of  purchase. Single Purchase  Payment Accounts will  be designated as
Employer Accounts or Employee Accounts as instructed by the Contract Holder.

    The Code imposes a  maximum limit on annual  Purchase Payments which may  be
excluded from a Participant's gross income. (See "Tax Status.")

    ALLOCATION  OF  PURCHASE  PAYMENTS.   Purchase  Payments  will  initially be
allocated to the Subaccounts  or Credited Interest Options  as specified by  the
Contract

- --------------------------------------------------------------------------------
                                       4
<PAGE>
Holder  or the Participant, if allowed by the Contract Holder, on the enrollment
form. 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.")

RIGHTS UNDER THE CONTRACT

    The  Contract Holder has all rights, title  and interest in the amounts held
under the Contract or  in the Account; the  Contract Holder makes all  elections
under  the Contract.  Participants have  no rights to  direct the  Company as to
payments under  the  Contract  unless  countersigned  by  the  Contract  Holder.
Benefits  payable  to Participants  are governed  exclusively  by the  Plan. The
Company is not a party to the Plan.

    For 403(b) Plans, Participants have a  nonforfeitable right to the value  of
their  Employee Account pursuant to the terms  of the Plan as interpreted by the
Contract Holder. Participants have  a nonforfeitable right to  the value of  the
Employer   Account  pursuant  to  the  terms  of,  and  to  the  extent  of  the
Participant's vested percentage under, the  Plan as interpreted by the  Contract
Holder.

    The Contract Holder and each Participant have agreed in writing to the terms
and  conditions of the  Contract, to have  the Contract Holder  make all choices
under the Contract, and to be bound  by the Contract Holder's directions to  the
Company. (See Appendix IV).

    In  addition to the responsibilities mentioned elsewhere in this Prospectus,
the Contract Holder must:

- - maintain all Participant vesting percentages and records;

- - certify that all distributions  are made in accordance  with the terms of  the
  Plan; and

- - ensure  that the Plan meets  certain nondiscrimination requirements imposed by
  the Code.

TRANSFER CREDITS

    The Company may provide a  transfer credit on "transferred assets,"  subject
to  certain conditions and state approvals.  Transferred assets are the value of
contributions made on your behalf  under this Plan or  a prior plan before  such
amounts  are  applied  to  this  Contract.  The  transfer  credit  will  equal a
percentage of the transferred assets applied to the Contract that remain in  the
Contract  after a specified period of time. Once a transfer credit is applied to
your Contract, all provisions of the Contract apply. This benefit is provided on
a non-discriminatory basis. If a transfer credit is due under the Contract,  you
will be provided with additional information specific to the Contract.

RIGHT TO CANCEL

    The  Contract  Holder may  cancel participation  under the  Contract without
penalty by returning it to the Company with a written notice of cancellation. In
most states, Contract Holders have ten days to exercise this right; some  states
allow  a longer free-look period. When  we receive the request for cancellation,
we will return  the Account Value,  unless the laws  of the state  in which  the
Contract  was issued  require that  we return  the initial  Purchase Payment (if
greater than the  Account Value).  In states  that do  not require  a return  of
Purchase  Payments, the purchaser  bears the entire  investment risk for amounts
allocated among the Subaccounts during the free look period. Account Values will
be determined as  of the  Valuation Date  on which  we receive  the request  for
cancellation at our Home Office.

                             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

- --------------------------------------------------------------------------------
                                       5
<PAGE>
used to recover distribution expenses relating to the Contracts and as a  source
of  profit  to  the Company.  The  Company expects  to  make a  profit  from the
mortality and expense risk charge.

    ADMINISTRATIVE EXPENSE CHARGE.   The Company  reserves the right  to make  a
deduction  from  each  of  the Subaccounts  for  an  administrative  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 from each Installment  Purchase Payment Account. No  maintenance
fee  will be deducted from Single Purchase Payment Accounts. The maintenance fee
is to reimburse the Company for some of its administrative expenses relating  to
the establishment and maintenance of the Accounts.

    The  maximum maintenance fee that can be  deducted from each Account is $15.
However, the maintenance fee may be reduced or eliminated depending upon certain
criteria  described  below.  At  the  election  of  the  employer,  the   entire
maintenance  fee  may be  deducted from  only  one Account--either  the Employee
Account or the Employer Account. The Company may send a bill to the employer  at
or  prior to such deduction. The maintenance fee  will be deducted on a pro rata
basis from each  Subaccount and Credited  Interest Option in  which you have  an
interest.  If the Account Value  is withdrawn, the full  maintenance fee will be
deducted at the time of withdrawal.

    REDUCTION OR ELIMINATION OF THE MAINTENANCE FEE. The annual maintenance  fee
may  be reduced or eliminated under various conditions as agreed to by us and by
the Contract  Holder in  writing. Any  reduction or  elimination of  the  annual
maintenance  fee will reflect  differences in administrative  costs and services
after taking into consideration factors such as the following:

- - the size, characteristics,  and nature  of the group  to which  a Contract  is
  issued;

- - the  level of our anticipated expenses  in administering the Contract, such as
  billing for Purchase Payments, producing  periodic reports, providing for  the
  direct  payment  of Contract  charges rather  than  having them  deducted from
  Contract values, and any other factors pertaining to the level and expense  of
  administrative services which will be provided under the Contract.

Any   reduction  or  elimination  of  maintenance  fees  will  not  be  unfairly
discriminatory against  any  person.  We  will  make  any  reduction  in  annual
maintenance fees according to our own rules in effect at the time an application
for a Contract is approved. We reserve the right to change these rules from time
to time.

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  amounts
withdrawn   from  the  Subaccounts,   the  Fixed  Account   and  the  Guaranteed
Accumulation  Account.  No  deferred  sales  charge  is  deducted  from  amounts
withdrawn from the Fixed Plus Account.

    For  Installment  Purchase Payment  Accounts, the  deferred sales  charge is
based on the number of completed  Purchase Payment Periods. For Single  Purchase
Payment  Accounts, it is based on the number of Contract Years that have elapsed
since the Purchase

- --------------------------------------------------------------------------------
                                       6
<PAGE>
Payments were made.  The amount of  the deferred sales  charge is determined  in
accordance with the schedule set forth in the following tables:*
<TABLE>
<CAPTION>
         INSTALLMENT PURCHASE PAYMENT ACCOUNTS:
                                          DEFERRED SALES
            PURCHASE PAYMENT                  CHARGE
           PERIODS COMPLETED                 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%
More than 10                                    0%

<CAPTION>
            SINGLE PURCHASE PAYMENT ACCOUNTS:
                                          DEFERRED SALES
             ACCOUNT YEARS                    CHARGE
               COMPLETED                     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>

* The  following deferred sales charge schedule applies for withdrawals from the
  Guaranteed Accumulation Account for group  master Contracts issued after  July
  29,  1993 in the  State of New  York and is  based on the  number of completed
  Purchase Payment Periods for Installment Purchase Payment Accounts or  Account
  Years for Single Purchase Payment Accounts:

<TABLE>
<CAPTION>
 COMPLETED PURCHASE   DEFERRED SALES
  PAYMENT PERIODS         CHARGE
  OR ACCOUNT YEARS       DEDUCTION
- --------------------  ---------------
<S>                   <C>
     1, 2 or 3              5%
         4                  4%
         5                  3%
         6                  2%
         7                  1%
         8                  0%
</TABLE>

    Generally,  if you  transfer the total  account value  under another similar
annuity contract issued by  the Company to an  Account under this Contract,  the
effective date of the new Account will be the same effective date as your former
contract  for the  purpose of calculating  the applicable  deferred sales charge
under this Contract.

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

- - due to  the  Participant's separation  from  service with  the  Employer  (the
  employer must submit documentation satisfactory to the Company confirming that
  the Participant is no longer providing services to the employer);

- - applied to provide Annuity benefits;

- - taken on or after the tenth anniversary of the effective date of the Account;

- - paid due to your death before Annuity payments begin;

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

- - due to financial hardship as specified in the Code;

- - paid where the  Account Value  of any  one Account is  $3,500 or  less and  no
  amount  has  been withdrawn,  taken as  a  loan, or  used to  purchase Annuity
  benefits during the prior 12 months; or

- - taken from an installment Purchase Payment Account by a Participant who is  at
  least age 59 1/2 and who has completed nine or more Purchase Payment Periods.

    Where the Company is the exclusive variable annuity provider for a Plan, and
the  Plan also offers a 403(b)(7)  custodial arrangement providing retail mutual
funds with  only one  fund  family where  the Company  or  an affiliate  is  the
recordkeeper,  the deferred sales charge will  also be waived if such withdrawal
is due to a transfer to a 403(b)(7) option under the custodial option  described
above.

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

    FREE WITHDRAWALS. For Participants between the ages of 59 1/2 and 70 1/2, up
to  10% of the current Account Value  may be withdrawn during each calendar year
without imposition of a Deferred Sales Charge. The free withdrawal applies  only
to  the first partial withdrawal  in each calendar year.  The 10% amount will be
based on the Account Value calculated  on the Valuation Date next following  our
receipt  of  the  request for  withdrawal.  Any outstanding  contract  loans are
excluded from the Account Value when calculating the 10% free withdrawal amount.
This provision does not  apply to a  full withdrawal of the  Account, or to  any
withdrawal due to a default on a

- --------------------------------------------------------------------------------
                                       7
<PAGE>
contract loan (see "Contract Loans"). This provision may not be exercised if SWO
is elected. (See "Additional Withdrawal Options.")

    In the instances cited above, no deferred sales charge is deducted. However,
the amount withdrawn may be subject to the 10% federal penalty tax.

    REDUCTION  OR ELIMINATION  OF THE  DEFERRED SALES  CHARGE. For  a particular
Plan, we  may  reduce,  waive  or  eliminate  the  deferred  sales  charge.  Any
reduction,  waiver or  elimination of such  charges will  reflect differences or
expected differences  in  the  amounts  of  unrecovered  distribution  costs  or
services  of the types that  the charge is intended  to defray. When considering
whether to reduce or eliminate such charges  or to grant such a waiver, we  will
take into account factors which may include the following:

- - the number of participants under the Plan;

- - the expected level of assets or cash flow under the Plan;

- - the level of agent involvement in sales activities;

- - the level of our sales-related expenses;

- - the specific distribution provisions under the Plan;

- - the  Plan's purchase of one  or more other variable  annuity contracts from us
  and the features of those contracts;

- - the level of employer involvement in determining eligibility for distributions
  under the Contract; and

- - our assessment of financial risk to the Company relating to surrenders.

    Any reduction, waiver or elimination of  deferred sales charges will not  be
unfairly discriminatory against any person.

    We  may also negotiate  provisions regarding the  deferred sales charge with
respect to Contracts  issued to  certain employer groups  or associations  which
have  negotiated on behalf  of its employees. All  variations in, or elimination
of,  provisions  regarding  the  deferred  sales  charge  resulting  from   such
negotiations  will be offered  uniformly to all employees  within the group. For
specific information on fees applicable to your Account, please call the  number
listed under the "Inquiries" section.

    We  will make any  reduction in deferred  sales charge according  to our own
rules in  effect at  the time  an application  for a  Contract is  approved.  We
reserve the right to change these rules from time to time.

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 Account 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.")

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

ACCOUNT VALUE

    Until  the Annuity  Date, the  Account Value  is the  total dollar  value of
amounts held in the Account as of  any Valuation Date. The Account 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

- --------------------------------------------------------------------------------
                                       8
<PAGE>
Fund  and  is reduced  each  day by  a percentage  that  accounts for  the daily
assessment of mortality and expense  risk charges and the administrative  charge
(if any).

    Initial  Purchase Payments  will be  credited to  your Account  as described
under "Purchasing Interests in the  Contract." 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 1.000 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, divided by

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

    (e) 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, the  Contract Holder  (or you,  if
authorized by the Contract Holder) 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
and your employer's Plan, as applicable.

    The Company currently allows unlimited  transfers of accumulated amounts  to
available  investment options without charge,  provided that the transfer amount
is not less than $500. However, the total number of investment options that  you
may  select during the Accumulation Period may  be limited, as set forth on your
enrollment form. Any transfer will be based on the Accumulation Unit Value  next
determined  after  the Company  receives a  valid transfer  request at  its Home
Office. Transfers  are  currently  not  available  during  the  Annuity  Period;
however,  they may  be available under  some Annuity Options  beginning later in
1996. (See "Annuity Period -- Annuity Options.")

DOLLAR COST AVERAGING PROGRAM

    The  Contract  Holder  (or  you,  if  authorized)  may  establish  automated
transfers  of  Account  Values  on  a monthly  or  quarterly  basis  through the
Company's Dollar Cost Averaging  Program, if available  under your Plan.  Dollar
Cost  Averaging is  a system for  investing a  fixed amount of  money at regular
intervals over a period of time. Dollar Cost Averaging does not ensure a  profit
nor  guarantee  against loss  in a  declining market.  You should  consider your
financial ability to  continue purchases  through periods of  low price  levels.
Please  refer to the Inquiries section of the prospectus summary which describes
how you can obtain further information.

                                  WITHDRAWALS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

    The Contract Holder, on your  behalf, may withdraw all  or a portion of  the
Account  Value  at  any time  during  the  Accumulation Period,  subject  to the
withdrawal restrictions under Section 403(b)  Contracts described below, and  to
the  limitations  on  withdrawals from  the  Fixed  Plus Account.  To  request a
withdrawal, the  Contract  Holder, on  your  behalf, must  properly  complete  a
disbursement  form and send  it to our Home  Office. If you  are married and are
participating in  a Plan  subject to  ERISA, the  Contract Holder  must  provide
written  certification that  the applicable  Retirement Equity  Act requirements
have been met. Payments for withdrawal

- --------------------------------------------------------------------------------
                                       9
<PAGE>
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 upon a full withdrawal will be
 the  Account Value of all Accounts allocated to the Subaccounts, the Guaranteed
 Accumulation Account (plus or  minus a market  value adjustment) (see  Appendix
 I),  and  the Fixed  Account, minus  any applicable  deferred sales  charge and
 maintenance fee due, plus  the amount available for  withdrawal from the  Fixed
 Plus Account (see Appendix III).

- -FULL  WITHDRAWAL OF AN ACCOUNT:  The amount paid for  a full withdrawal will be
 the Account Value  allocated to  the Subaccounts,  the Guaranteed  Accumulation
 Account  (plus or minus  a market value  adjustment) (see Appendix  I), and the
 Fixed Account, minus any applicable  deferred sales charge and maintenance  fee
 due,  plus the amount available for withdrawal from the Fixed Plus Account (see
 Appendix III).

- -PARTIAL WITHDRAWALS (Percentage): The amount paid will be the percentage of the
 Account Value requested  minus any applicable  deferred sales charge;  however,
 amounts  available for withdrawal from the  Fixed Plus Account are limited (see
 Appendix III).

- -PARTIAL WITHDRAWAL  (Specified Dollar  Amount):  The amount  paid will  be  the
 dollar  amount requested. However,  the amount withdrawn  from the Account will
 equal the  amount requested  plus  any applicable  deferred sales  charge.  The
 amount  available for  withdrawal from the  Fixed Plus Account  is limited (see
 Appendix III).

    For any partial  withdrawal, the  value of the  Accumulation Units  canceled
will  be  withdrawn proportionately  from the  Subaccounts or  Credited Interest
Options in which Purchase Payments are allocated, unless requested otherwise  in
writing by the Contract Holder. All amounts paid will be based on Account 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. A  20%
federal  income tax may be withheld from amounts paid directly to you. (See "Tax
Status -- Contracts Used with Certain Retirement Plans.")

    WITHDRAWAL RESTRICTIONS FROM 403(B) PLANS. Under Section 403(b) Contracts, a
withdrawal of salary reduction contributions and earnings on such  contributions
is generally prohibited prior to the Participant's death, disability, attainment
of  age  59  1/2,  separation  from service  or  financial  hardship.  (See "Tax
Status.")

REINVESTMENT PRIVILEGE

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

                                 CONTRACT LOANS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

    During  the  Accumulation Period,  a Contract  Holder of  a 403(b)  Plan may
request (on your  behalf) a loan  from the your  Employee Account. The  Contract
Holder  may also authorize contract loans from the value of the Employer Account
(check with the Contract Holder to see if this is available). Loans can only  be
taken  from those Account Values held in  the Subaccounts or from those Credited
Interest Options that allow loans. (See Appendices I, II and III.) A loan may be
obtained by reviewing  and reading  the terms  of the  loan agreement,  properly
completing  a loan request form and submitting  it to the Company's Home Office.
Loans are not available from Contracts issued to 401(a)/401(k) Plans.

- --------------------------------------------------------------------------------
                                       10
<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, the Account  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 Account 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. (This  option may not be  elected if you have  an
 outstanding contract loan.)

- -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 or retirement, if later,  for
 governmental  or church plans, 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. For
Contracts issued in the state  of New York, no  market value adjustment will  be
imposed on withdrawals from GAA for SWO or ECO.

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

    Once  elected,  an  Additional  Withdrawal Option,  may  be  revoked  by the
Contract Holder 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  Options 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 Contract
Beneficiary(ies) upon the death of the Participant before the Annuity Date.  The
amount  of the death benefit  will be equal to  the Account Value. Death benefit
proceeds may be  paid to the  Plan Beneficiary  (as directed in  writing by  the
Contract Holder):

- - in a lump sum;

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

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

    The Contract Holder, on  behalf of the Plan  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 Account Value invested in the Contract; or

- - to leave the Account 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 Plan Beneficiary, we will determine the Account 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

- --------------------------------------------------------------------------------
                                       11
<PAGE>
payment  to the Contract Holder, or to the Plan Beneficiary, if requested by the
Contract Holder, 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,  if your Plan Beneficiary  is not your spouse  either
annuity  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 Plan  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 Plan Beneficiary or  any period certain greater than the
Plan Beneficiary's life expectancy. If  no elections are made, no  distributions
will  be made. Failure  to commence distributions within  the above time periods
can result in tax penalties. Regardless of the method of payment, death  benefit
proceeds will generally be taxed to the beneficiary in the same manner as if you
had received those payments. (See "Tax Status.")

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

ANNUITY PERIOD ELECTIONS

    The Code generally requires that minimum annual distributions of the Account
Value  must begin by April 1st of  the calendar year following the calendar year
in  which  a  Participant  attains  age  70  1/2  (or  retires,  if  later,  for
governmental and church plans). 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, the  Contract Holder, on your
behalf, 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 a variable annuity using any  of
  the  Subaccounts available at  the time of  annuitization). As of  the date of
  this Prospectus, Aetna Variable Fund, Aetna Income Shares and Aetna Investment
  Advisers Fund, Inc.  are the only  Subaccounts available; however,  additional
  Subaccounts  may be available  under some Annuity Options  in the future. (See
  "Annuity Options.")

    Annuity Payments will not begin until  you have selected an Annuity  Option.
Until  a  date  and  option  are  elected,  the  Account  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

    The  Contract Holder, on  behalf of the  Participant, may choose  one of the
following Annuity Options:

LIFETIME ANNUITY OPTIONS:

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

- -OPTION  2--Life Annuity with Guaranteed  Payments--A life 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.

- --------------------------------------------------------------------------------
                                       12
<PAGE>
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.

    Under the nonlifetime option,  the type of annuity  (fixed or variable)  and
the  number  of years  that may  be  selected are  determined by  the investment
options used prior to annuitization. For amounts held in the Fixed Plus  Account
(if available under the Contract), the annuity must be paid on a fixed basis and
payments  may be made for  5-30 years. For amounts  held in the Subaccounts, the
Guaranteed Accumulation Account or the Fixed Account, an annuity may be selected
on a fixed or variable  basis and payments may be  made for 3-30 years. 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  been  completed  will be  treated  as  a
withdrawal  during  the Accumulation  Period and  any applicable  deferred sales
charge will be assessed. (See "Charges and Deductions-- Deferred Sales Charge.")
The nonlifetime option  is not available  on a variable  basis under a  Contract
which provides for immediate Annuity benefits.

    We  may also offer additional Annuity  Options under your Contract from time
to time. Beginning in May 1996, the Company expects to offer additional  Annuity
Options  and  enhanced  versions  of the  Annuity  Options  listed  above. These
additional Annuity Options and  enhanced versions of  the existing options  will
have   additional  Subaccounts  available  and   will  allow  transfers  between
Subaccounts during  the Annuity  Period.  (Additional Subaccounts  and  transfer
capability  are expected  during the  second half  of 1996.)  Such additional or
enhanced options will be made available by an endorsement to the Contract, which
will include the guaranteed annuity payout  rates and other terms applicable  to
such  options. (Depending on which guaranteed payout rates apply to the existing
options, 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.  Annuity payments may not extend beyond (a) the life of
the Annuitant, (b) the joint lives of the Annuitant and Plan 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  Plan
Beneficiary.

    AMOUNT  OF EACH ANNUITY PAYMENT.  The amount of each payment depends on your
Account Value, how it is allocated  between fixed and variable payouts, and  the
Annuity  option chosen. 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 combined Employer and Employee  Account 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 information on  the impact  of
selecting a particular assumed net investment rate.)

CHARGES DEDUCTED DURING THE ANNUITY PERIOD

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

DEATH BENEFIT PAYABLE DURING THE
ANNUITY PERIOD

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

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                                       13
<PAGE>
    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 Plan
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  Plan 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 Plan Beneficiary at least as rapidly as under the original
method of distribution.

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

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

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, Participant or Plan 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's investment income  and realized  net capital gains
will not  be taxed  to the  extent that  such income  and gains  are applied  to
increase the reserves under the Contracts.

    Accordingly,  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 Section 403(b) plans, and
Section 401(a) and Section 401(k) plans. The tax rules applicable to  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. Participants as
well  as Plan Beneficiaries are  cautioned that the rights  of any person to any
benefits under the Contracts may be subject  to the terms and conditions of  the
plans  themselves,  in addition  to the  terms and  conditions of  the Contracts
issued in  connection with  such plans.  Some retirement  plans are  subject  to
limitations  on distribution and other requirements that are not incorporated in
the Contracts. Purchasers  are responsible for  determining that  contributions,
distributions  and  other transactions  with  respect to  the  Contracts satisfy
applicable laws,  and  should  consult  their  legal  counsel  and  tax  adviser
regarding the suitability of the Contract.

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                                       14
<PAGE>
    MINIMUM DISTRIBUTION REQUIREMENTS.  The Code has required distribution rules
for  Section 403(b), 401(a) and 401(k)  Plans. Under 403(b) Plans, distributions
of amounts held as of December 31, 1986  must generally begin by the end of  the
calendar  year in which you attain age 75 (or retire, if later, for governmental
or church  plans). However,  special rules  require  that some  or all  of  that
balance  be distributed earlier if any distributions  are taken in excess of the
minimum required  amount.  Distributions  under 401(a)  and  401(k)  Plans,  and
distributions  attributable to  contributions under  Section 403(b)  Plans on or
after January 1, 1987 (including any earnings on the entire Account Value  after
that  date), must generally begin by April  1 of the calendar year following the
calendar year in which you attain age 70 1/2 or retire, whichever occurs later.

    In general, annuity payments must be distributed over your life or the joint
lives of you and your Plan Beneficiary,  or over a period not greater than  your
life expectancy or the joint life expectancies of you and your Plan Beneficiary.

    If   you  die  after  the   required  minimum  distribution  has  commenced,
distributions to your Plan Beneficiary must be made at least as rapidly as under
the method of distribution in effect at the time of your death. However, if  the
minimum  required distribution is calculated each year based on your single life
expectancy or  the joint  life expectancies  of you  and your  beneficiary,  the
regulations  for Code Section  401(a)(9) provide specific  rules for calculating
the minimum  required distributions  at your  death. For  example, if  you  have
elected  ECO with the calculation based on  your single life expectancy, and the
life expectancy is  recalculated each  year, your  recalculated life  expectancy
becomes  zero in the calendar year following your death and the entire remaining
interest must be  distributed to  your beneficiary by  December 31  of the  year
following your death. However, a spousal beneficiary has certain rollover rights
which can only be exercised in the year of your death. The rules are complex and
you should consult your tax adviser before electing the method of calculation to
satisfy the minimum distribution requirements.

    If  you die  before the  required minimum  distribution has  commenced, your
entire interest  must  be  distributed  by December  31  of  the  calendar  year
containing  the  fifth anniversary  of the  date  of your  death. Alternatively,
payments may be  made over  the life  of the beneficiary  or over  a period  not
extending   beyond  the  life   expectancy  of  the   beneficiary  provided  the
distribution begins by December 31 of  the calendar year following the  calendar
year  of your death, or December 31 of the calendar year in which you would have
attained age 70 1/2.

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

    TAXATION OF DISTRIBUTIONS.   All  distributions will  be taxed  as they  are
received  unless you made a rollover contribution of the distribution to another
plan of the same type or to an individual retirement annuity/account ("IRA")  in
accordance with the Code, or unless you have made after-tax contributions to the
plan,  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 Plan  Beneficiaries after your death
are taxed in the same manner as if you had received those payments, except  that
a limited death benefit exclusion may apply.

    Pension  and annuity distributions generally  are subject to withholding for
the recipient's federal income tax liability at rates that vary according to the
type of distribution and the recipient's tax status. Recipients may be  provided
the  opportunity to elect not to  have tax withheld from distributions; however,
certain distributions from annuities are subject to mandatory federal income tax
withholding. We will report to the IRS the taxable portion of all distributions.

    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) you have died, (d) you have separated from service with the
plan sponsor at or after age 55, (e) the distribution amount is rolled over into
another plan of the same type or to  an IRA in accordance with the terms of  the
Code,  or (f)  the distribution amount  is made in  substantially equal periodic
payments (at least  annually) over  your life or  life expectancy  or the  joint
lives  or joint life expectancies of you and your plan beneficiary, provided you
have separated from service with the plan sponsor. In addition, the penalty  tax
does  not apply for the  amount of a distribution  equal to unreimbursed medical
expenses incurred by you  that qualify for deduction  as specified in the  Code.
The Code may impose other penalty taxes in other circumstances.

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                                       15
<PAGE>
    SECTION 403(B) PLANS.  Under Section 403(b), contributions made by nonprofit
healthcare organizations and other Section 501(c)(3) tax exempt organizations to
purchase annuity contracts for their employees are generally excludable from the
gross income of the employee.

    In  order to be  excludable from taxable  income, total annual contributions
made by you  and your employer  cannot exceed either  of two limits  set by  the
Code. The first limit, under Section 415, is generally the lesser of 25% of your
includable  compensation or  $30,000. The second  limit, which  is the exclusion
allowance under Section  403(b), is  usually calculated according  to a  formula
that  takes into account your length  of employment and any pretax contributions
to certain other retirement plans. These two limits apply to your  contributions
as  well as to any contributions made by  your employer on your behalf. There is
an additional limit that specifically limits your salary reduction contributions
to generally no more than $9,500 annually (subject to indexing); your own  limit
may  be higher or  lower, depending on certain  conditions. In addition Purchase
Payments will be  excluded from a  Participant's gross income  only if the  Plan
meets certain nondiscrimination requirements.

    Section 403(b)(11) restricts the distribution under Section 403(b) contracts
of:  (1)  salary  reduction  contributions made  after  December  31,  1988; (2)
earnings on those contributions; and (3) earnings during such period on  amounts
held  as of December 31, 1988. Distribution of those amounts may only occur upon
death of  the employee,  attainment  of age  59  1/2, separation  from  service,
disability,  or financial hardship.  In addition, income  attributable to salary
reduction contributions may not be distributed in the case of hardship.

    If, pursuant to Revenue  Ruling 90-24, the Company  agrees to accept,  under
any of the Contracts covered by this Prospectus, amounts transferred from a Code
Section  403(b)(7)  custodial  account,  such amounts  will  be  subject  to the
withdrawal restrictions set forth in Code Section 403(b)(7)(A)(ii).

    Generally, no amounts accumulated under  the Contract will be taxable  prior
to  the time of  actual distribution. However,  the IRS has  stated in published
rulings that a  variable contract  owner, including  participants under  Section
403(b)  Plans, will be  considered the owner  of separate account  assets if the
contract owner possesses  incidents of  investment control over  the assets.  In
these  circumstances, income and gains from the separate account assets would be
currently includable in the variable contract owner's gross income. The Treasury
announced that guidance would  be issued in the  future regarding the extent  to
which  owners  could direct  their investments  among Subaccounts  without being
treated as  owners of  the underlying  assets  of the  Separate Account.  It  is
possible  that the Treasury's position, when announced, may adversely affect the
tax treatment of existing contracts. The Company therefore reserves the right to
modify the Contract as necessary to  attempt to prevent the Contract owner  from
being considered the federal tax owner of the assets of the Separate Account.

    SECTION  401(A) AND 401(K) PLANS.  Section 401(a) and 401(k) permits certain
employers to  establish various  types of  retirement plans  for employees,  and
permits self-employed individuals to establish various types of retirement plans
for  themselves and for  their employees. These retirement  plans may permit the
purchase of  the Contracts  to accumulate  retirement savings  under the  plans.
Adverse  tax consequences to the Plan, to  the Participant or to both may result
if this  Contract is  assigned or  transferred  to any  individual except  to  a
Participant as a means to provide benefit payments.

    The  Code imposes a  maximum limit on  annual Purchase Payments  that may be
excluded from a Participant's gross income. Such limit must be calculated  under
the  Plan by the employer in accordance with Section 415 of the Code. This limit
is generally  the lesser  of 25%  of  your compensation  or $30,000.  The  limit
applies to your contributions as well as any contributions made by your employer
on  your  behalf. There  is an  additional limit  that specifically  limits your
salary reduction contributions  under a 401(k)  Plan to generally  no more  than
$9,500  annually (subject to indexing). Your own  limits may be higher or lower,
depending on certain conditions. In addition, Purchase Payments will be excluded
from  a   Participant's  gross   income   only  if   the  Plan   meets   certain
nondiscrimination requirements.

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                                       16
<PAGE>
                                 MISCELLANEOUS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

DISTRIBUTION

    The  Company will serve as the Principal Underwriter for the securities sold
by this  Prospectus. The  Company  is registered  as  a broker-dealer  with  the
Securities  and Exchange Commission and is  a member of the National Association
of Securities Dealers, Inc.  (NASD). As Underwriter,  the Company will  contract
with  one or more registered broker-dealers ("Distributors"), including at least
one affiliate  of the  Company, to  offer and  sell the  Contracts. All  persons
offering  and selling  the Contracts must  be registered  representatives of the
Distributors and must  also be  licensed as  insurance agents  to sell  variable
annuity contracts. These registered representatives may also provide services to
Participants in connection with establishing their Accounts under 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 an Account. The percentage amount will range from 1%
to 6% of those Purchase Payments.  The Company may also pay renewal  commissions
and asset-based service fees on Purchase Payments made after the first year. 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 Account  are
set  forth in your enrollment materials.  Commissions and sales related expenses
are paid  by the  Company and  are  not deducted  from Purchase  Payments.  (See
"Charges and Deductions--Deferred Sales Charge.")

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

DELAY OR SUSPENSION OF PAYMENTS

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

PERFORMANCE REPORTING

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

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

VOTING RIGHTS

    In accordance with  the Company's view  of present applicable  law, it  will
vote the shares of each of the Funds

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                                       17
<PAGE>
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. Participants  and Annuitants  have a
fully vested (100%) interest in the value of the Employee Account and also  have
a nonforfeitable (vested) right to the value of the Employer Account pursuant to
the  terms of,  and to  the extent  of their  vested percentage  under the Plan.
Therefore, such Participants and Annuitants may instruct the Contract Holder how
to direct the Company to cast the votes for the portion of the Account Value  or
valuation  reserve attributable to their Accounts.  The Company will vote shares
for which it has  not receive 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 each Contract  Holder, Participant  or beneficiary, as
applicable, may cast during the Accumulation  Period is equal to the portion  of
the  Account Value 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 change the Contract as required by federal or state law.  In
addition,  the Company may, upon 30 days  written notice to the Contract Holder,
make other changes  to the  Contract that would  apply only  to individuals  who
become  Participants  under  that  Contract after  the  effective  date  of such
changes. If the Contract Holder does not agree to a change, no new  Participants
will be covered under the Contract. Certain changes will require the approval of
appropriate state or federal regulatory authorities.

LEGAL MATTERS AND PROCEEDINGS

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

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

    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>

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                                       18
<PAGE>
                                   APPENDIX I
                        GUARANTEED ACCUMULATION ACCOUNT
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- --------------------------------------------------------------------------------

    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 GAA  ARE HELD IN  A NONINSULATED,  NONUNITIZED
SEPARATE  ACCOUNT. THIS  APPENDIX IS  A SUMMARY  OF GAA  AND IS  NOT INTENDED TO
REPLACE THE  GAA PROSPECTUS.  YOU SHOULD  READ THE  ACCOMPANYING GAA  PROSPECTUS
CAREFULLY BEFORE INVESTING.

    GAA  is a Credited Interest Option in which we guarantee stipulated rates of
interest for stated  periods of time  on amounts directed  to GAA. 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 more than three and up 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"). For Contracts  issued in New York,  no MVA applies upon  the
election  of the Estate Conservation Option or the Systematic Withdrawal Option.
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 the Participant  receiving an amount which is less
than the amount paid into GAA.

    As a  Guaranteed Term  matures, assets  accumulating under  GAA may  be  (a)
transferred  to  a  new  Guaranteed Term,  (b)  transferred  to  other available
investment options, or  (c) withdrawn.  Amounts withdrawn  may be  subject to  a
deferred sales charge, federal tax penalties or mandatory income tax withholding
and a maintenance fee.

    By  notifying us at  least 30 days  prior to the  Annuity Date, the Contract
Holder may elect a variable  annuity on your behalf  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.

CONTRACT LOANS

    Loans  may not be made  against amounts held in  GAA, although such value is
included in determining the Account Value against which a loan may be made.

REINVESTMENT PRIVILEGE

    If amounts are withdrawn  from GAA and reinvested,  they 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.
Any negative  MVA  amount  applied  to  a withdrawal  is  not  included  in  the
reinvestment.

- --------------------------------------------------------------------------------
                                       19
<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. The Company may credit a higher  interest rate from time to time.  The
current  rate is subject  to change at any  time, but will  never fall below the
guaranteed minimum. 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
Account 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  Fixed Account withdrawal value for the Contract or for the total of the
    Accounts under  the  Contract exceeds  $250,000  on  the day  prior  to  the
    withdrawal; and

(b) the  sum of the current Fixed Account  withdrawal and the total of all Fixed
    Account withdrawals from the Contract or for the total of the Accounts under
    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.

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

TRANSFERS AMONG INVESTMENT OPTIONS

    Transfers  from  the  Fixed  Account  to  any  other  available   investment
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, the Contract Holder, on your behalf, 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.

CONTRACT LOANS

    Under  403(b) Plans, loans may be made from Account Values held in the Fixed
Account.

- --------------------------------------------------------------------------------
                                       20
<PAGE>
                                  APPENDIX III
                               FIXED PLUS ACCOUNT
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

    THE  FOLLOWING  SUMMARIZES MATERIAL  INFORMATION  CONCERNING THE  FIXED PLUS
ACCOUNT. AMOUNTS ALLOCATED TO THE FIXED  PLUS ACCOUNT ARE HELD IN THE  COMPANY'S
GENERAL  ACCOUNT  THAT  SUPPORTS  GENERAL  INSURANCE  AND  ANNUITY  OBLIGATIONS.
INTERESTS IN THE FIXED  PLUS 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 PLUS 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 PLUS ACCOUNT HAS NOT BEEN REVIEWED BY THE SEC.

    The Fixed  Plus Account  guarantees  the minimum  Fixed Plus  interest  rate
specified  in the Contract. The  Company may credit a  higher interest rate from
time to time. The current rate is subject to change at any time, but will  never
fall below the guaranteed minimum. 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 Plus Account, the Company assumes the risk of investment gain or  loss
by guaranteeing Account Values and promising a minimum interest rate and Annuity
Payment. This option is not available in the state of New York.

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

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

    The Company reserves the right to limit Purchase Payment(s) and/or transfers
to the Fixed Plus Account.

FIXED PLUS ACCOUNT WITHDRAWALS

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

    The 20% limit is waived if the partial withdrawal is due to annuitization or
death.  The waiver upon death will only  be exercised once and must occur within
six months  after  the  Participant's  date of  death.  Any  such  surrender  or
annuitization  must  also be  made pro  rata from  all Subaccounts  and Credited
Interest Options available under the Contract.

    If a full withdrawal is requested, we will pay any amounts held in the Fixed
Plus Account, with interest, in five annual payments equal to:

1.   One-fifth of  the  Fixed Plus  Account  Value on  the  day the  request  is
    received, reduced by any Fixed Plus Account withdrawals, transfers, loans or
    annuitizations made during the prior 12 months;

2.  One-fourth of the remaining Fixed Plus Account Value 12 months later;

3.  One-third of the remaining Fixed Plus Account Value 12 months later;

4.  One-half of the remaining Fixed Plus Account Value 12 months later; and

5.  The balance of the Fixed Plus Account Value 12 months later.

- --------------------------------------------------------------------------------
                                       21
<PAGE>
    Once  we receive  a request for  a full withdrawal,  no further withdrawals,
loans or  transfers  will be  permitted  from the  Fixed  Plus Account.  A  full
withdrawal  from the Fixed Plus Account may  be cancelled at any time before the
end of  the five-payment  period. We  will  waive the  Fixed Plus  Account  full
withdrawal provision if a full withdrawal is made due to:

(a) the  Participant's  death, before  Annuity  payments begin  and  request for
    payment is received within 6 months after the Participant's date of death;

(b) the election of an Annuity option;

(c) if the  Fixed Plus  Account value  is  $3,500 or  less and  no  withdrawals,
    transfers, loan or annuitizations have been made from the Account within the
    prior 12 months.

TRANSFERS AMONG INVESTMENT OPTIONS

    The  amount eligible for transfer from the  Fixed Plus Account is 20% of the
amount held in the Fixed Plus Account  on the day we receive a written  request,
reduced   by   any  Fixed   Plus  Account   withdrawals,  transfers,   loans  or
annuitizations made during the prior 12 months. In calculating the 20% limit, we
reserve the right to include payments made due to the election of an  Additional
Withdrawal  Option. The 20% limit on transfers  will be waived when the value in
the Fixed Plus Account is $1,000 or less.

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

SWO

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

CONTRACT LOANS

    If  permitted under the Contract, loans may be made from Account Values held
in the Fixed  Plus Account.  See the  loan agreement  for a  description of  the
amount  available and the consequences upon loan default if more than 20% of the
Fixed Plus Account Value is used for a loan.

- --------------------------------------------------------------------------------
                                       22
<PAGE>
                                  APPENDIX IV
                        EMPLOYEE APPOINTMENT OF EMPLOYER
                       AS AGENT UNDER AN ANNUITY CONTRACT
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

    My employer  has  adopted a  Retirement  Plan under  Internal  Revenue  Code
Section  403(b) ("Plan") and  has purchased an Aetna  Life Insurance and Annuity
Company ("Company") group variable annuity contract ("Contract") as the  funding
vehicle.  Contributions  under  this Plan  will  be  made by  me  through salary
reduction to an Employee Account, and by my employer to an Employer Account.

    By electing to participate in my  employer's Plan, I voluntarily appoint  my
employer,  who  is the  Contract Holder,  as my  agent for  the purposes  of all
transactions under the Contract  in accordance with the  terms of the Plan.  The
Company is not a party to the Plan and does not interpret the Plan provisions.

    As  a Participant in the Plan, I understand and agree to the following terms
and conditions:

- - I own the value of my Employee Account subject to the restrictions of  Section
  403(b) and the terms of the Plan. Subject to the terms of the vesting schedule
  in  the Plan and the  restrictions of Section 403(b),  I have ownership in the
  value of my Employer Account.

- - I  understand  that  the  Company  will  process  transactions  only  with  my
  employer's  written  direction to  the  Company. I  agree  to be  bound  by my
  employer's interpretation of the Plan provisions and its written direction  to
  the Company.

- - My  employer may  permit me to  make investment selections  under the Employee
  Account and/or the Employer Account directly with the Company under the  terms
  of the Contract. Without my employer's written permission, I will be unable to
  make any investment selections under the Contract.

- - On  my behalf, my employer may request a  loan in accordance with the terms of
  the Contract and the provisions of the Plan. The Company will make payment  of
  the  loan amount directly to  me. I will be  responsible for making repayments
  directly to the Company in a timely manner.

- - In the event of my death, my employer is the named beneficiary under the terms
  of the Contract. I have the right to name a personal beneficiary as determined
  under the  terms  of the  Plan  and file  that  beneficiary election  with  my
  employer. It is my employer's responsibility to direct the Company to properly
  pay any death benefits.

- --------------------------------------------------------------------------------
                                       23
<PAGE>
                          FOR MASTER APPLICATIONS ONLY

    I  HEREBY  ACKNOWLEDGE RECEIPT  OF AN  ACCOUNT C  "RETIREMENT PLUS  -- GROUP
DEFERRED VARIABLE ANNUITY" PROSPECTUS DATED MAY 1, 1996, AS WELL AS ALL  CURRENT
PROSPECTUSES  PERTAINING TO THE VARIABLE  INVESTMENT OPTIONS AVAILABLE UNDER THE
CONTRACTS.

- ---- PLEASE SEND  AN ACCOUNT  C STATEMENT  OF ADDITIONAL  INFORMATION (FORM  NO.
     75986(S)) DATED MAY 1, 1996.

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

                          CONTRACT HOLDER'S SIGNATURE

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

                                      DATE

75986-2 (5/96)

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

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



              STATEMENT OF ADDITIONAL INFORMATION DATED MAY 1, 1996

                AetnaPlus Contracts and Multiple Option Contracts
   Group Variable Annuity Contracts Available under Section 403(b) and 401(a)
                                RETIREMENT PLUS


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
                                  1-800-525-4225

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



                                 TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                  Page

<S>                                                                               <C>
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...............................................................    10
Sales Material and Advertising.................................................    11
Independent Auditors...........................................................    11
Financial Statements of the Separate Account...................................   S-1
Financial Statements of Aetna Life Insurance and Annuity Company...............   F-1


</TABLE>

<PAGE>


                       GENERAL INFORMATION AND HISTORY

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

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

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

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

                          VARIABLE ANNUITY ACCOUNT 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 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 Plans. The Funds currently available under the
Contract are as follows:




                                     2



<PAGE>

<TABLE>
   <S>                                                 <C>
   Aetna Variable Fund                                 Fidelity VIP Overseas Portfolio
   Aetna Income Shares                                 Franklin Government Securities Trust
   Aetna Variable Encore Fund                          Janus Aspen Aggressive Growth Portfolio
   Aetna Investment Advisers Fund, Inc.                Janus Aspen Balanced Portfolio
   Aetna Ascent Variable Portfolio                     Janus Aspen Flexible Income 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                  Lexington Natural Resources Trust
   Calvert Responsibly Invested Balanced Portfolio     Neuberger & Berman Growth Portfolio
   Fidelity VIP II Contrafund Portfolio                Scudder International Portfolio
   Fidelity VIP Equity-Income Portfolio                TCI Growth
   Fidelity VIP Growth Portfolio
</TABLE>


Complete descriptions of each of the Funds, including their investment
objectives, policies, risks and fees and expenses, is 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 sections titled "Purchase" and "Contract Valuation."


                               PERFORMANCE DATA


GENERAL

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

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

The 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



                                     3

<PAGE>

shown if reflected in these calculations).  The non-standardized figures may
also include monthly, quarterly, year-to-date and three year periods.

If a Fund was in existence prior to the date it became available under the
Contract, standardized and non-standardized total returns may include periods
prior to the date on which such Fund became available under the Contract.  These
figures are calculated by adjusting the actual returns of the Fund to reflect
the charges that would have been assessed under the Contract had that Fund been
available under the Contract during that period.

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


AVERAGE ANNUAL TOTAL RETURN QUOTATIONS - STANDARDIZED AND NON-STANDARDIZED

There are two sets of total return quotations shown below: one for AetnaPlus
Contracts and one for Multiple Option Contracts (as identified on the cover of
your Prospectus).  The contract features and charges under these types of
contracts are identical; however, they are administered on two different
administrative systems.  Due to differences in the way the two systems
administered payments prior to mid-1994, performance for the Subaccounts under
the two systems for those periods differs.

Additionally, each set of tables shown below represents the variations in
contract payment type and in the maintenance fees assessed under different
plans.  Table A reflects the average annual standardized and non-standardized
total return quotation figures for the periods ended December 31, 1995 for the
Subaccounts under Single Payment Accounts issued by the Company.  Tables B and C
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 $15 annual maintenance fee and a $7.50
annual maintenance fee, respectively.  In both sets of tables, 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 *).


                             AETNA PLUS CONTRACTS
                                    TABLE A


<TABLE>
<CAPTION>

                                           ---------------------------------------------------------------------------------------
                                                                                                                          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                                                                                                    04/30/75
- ----------------------------------------------------------------------------------------------------------------------------------

 Aetna Income Shares                                                                                                    06/01/78
- ----------------------------------------------------------------------------------------------------------------------------------

 Aetna Variable Encore Fund                                                                                             09/01/75
- ----------------------------------------------------------------------------------------------------------------------------------

 Aetna Investment Advisers Fund, Inc.                                                                                   06/23/89
- ----------------------------------------------------------------------------------------------------------------------------------

 Aetna Ascent Variable Portfolio                                                                                         07/03/95
- ----------------------------------------------------------------------------------------------------------------------------------

</TABLE>



                                     4


<PAGE>


<TABLE>
<CAPTION>

                                           ---------------------------------------------------------------------------------------
                                                                                                                          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 Crossroads Variable Portfolio                                                                                     07/03/95
- ----------------------------------------------------------------------------------------------------------------------------------

 Aetna Legacy Variable Portfolio                                                                                         07/03/95
- ----------------------------------------------------------------------------------------------------------------------------------

 Alger American Growth Portfolio                                                                                         01/08/89
- ----------------------------------------------------------------------------------------------------------------------------------

 Alger American Small Cap Portfolio                                                                                      09/21/88
- ----------------------------------------------------------------------------------------------------------------------------------

 Calvert Responsibly Invested Balanced Portfolio                                                                         09/30/86
- ----------------------------------------------------------------------------------------------------------------------------------

 Fidelity Contrafund Portfolio                                                                                           01/03/95
- ----------------------------------------------------------------------------------------------------------------------------------

 Fidelity Equity-Income Portfolio                                                                                        10/22/86
- ----------------------------------------------------------------------------------------------------------------------------------

 Fidelity Growth Portfolio                                                                                               11/07/86
- ----------------------------------------------------------------------------------------------------------------------------------

 Fidelity Overseas Portfolio                                                                                             02/13/87
- ----------------------------------------------------------------------------------------------------------------------------------

 Franklin Government Securities Trust                                                                                    05/30/89
- ----------------------------------------------------------------------------------------------------------------------------------

 Janus Aspen Aggressive Growth Portfolio                                                                                 09/13/93
- ----------------------------------------------------------------------------------------------------------------------------------

 Janus Aspen Balanced Portfolio                                                                                          09/13/93
- ----------------------------------------------------------------------------------------------------------------------------------

 Janus Aspen Flexible Income Portfolio                                                                                   09/13/93
- ----------------------------------------------------------------------------------------------------------------------------------

 Janus Aspen Growth Portfolio                                                                                            09/13/93
- ----------------------------------------------------------------------------------------------------------------------------------

 Janus Aspen Short-Term Bond Portfolio                                                                                   09/13/93
- ----------------------------------------------------------------------------------------------------------------------------------

 Janus Aspen Worldwide Growth Portfolio                                                                                  09/13/93
- ----------------------------------------------------------------------------------------------------------------------------------

 Lexington Natural Resources Trust                                                                                       05/31/89
- ----------------------------------------------------------------------------------------------------------------------------------

 Neuberger & Berman Growth Portfolio                                                                                     12/31/85
- ----------------------------------------------------------------------------------------------------------------------------------

 Scudder International Portfolio                                                                                         04/30/87
- ----------------------------------------------------------------------------------------------------------------------------------

 TCI Growth                                                                                                              11/20/87
- ----------------------------------------------------------------------------------------------------------------------------------

</TABLE>

                             AETNA PLUS CONTRACTS
                                     TABLE B

<TABLE>
<CAPTION>

                                           ---------------------------------------------------------------------------------------
                                                                                                                          FUND
     INSTALLMENT PAYMENT ACCOUNT:                                                                                       INCEPTION
     ($15 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                                                                                                     04/30/75
- ----------------------------------------------------------------------------------------------------------------------------------

 Aetna Income Shares                                                                                                     06/01/78
- ----------------------------------------------------------------------------------------------------------------------------------

 Aetna Variable Encore Fund                                                                                              09/01/75
- ----------------------------------------------------------------------------------------------------------------------------------

</TABLE>


                                     5


<PAGE>

<TABLE>
<CAPTION>

                                           ---------------------------------------------------------------------------------------
                                                                                                                          FUND
         INSTALLMENT PAYMENT ACCOUNT:                                                                                   INCEPTION
         ($15 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 Investment Advisers Fund, Inc.                                                                                    06/23/89
- ----------------------------------------------------------------------------------------------------------------------------------

 Aetna Ascent Variable Portfolio                                                                                         07/03/95
- ----------------------------------------------------------------------------------------------------------------------------------

 Aetna Crossroads Variable Portfolio                                                                                     07/03/95
- ----------------------------------------------------------------------------------------------------------------------------------

 Aetna Legacy Variable Portfolio                                                                                         07/03/95
- ----------------------------------------------------------------------------------------------------------------------------------

 Alger American Growth Portfolio                                                                                         01/08/89
- ----------------------------------------------------------------------------------------------------------------------------------

 Alger American Small Cap Portfolio                                                                                      09/21/88
- ----------------------------------------------------------------------------------------------------------------------------------

 Calvert Responsibly Invested Balanced Portfolio                                                                         09/30/86
- ----------------------------------------------------------------------------------------------------------------------------------

 Fidelity Contrafund Portfolio                                                                                           01/03/95
- ----------------------------------------------------------------------------------------------------------------------------------

 Fidelity Equity-Income Portfolio                                                                                        10/22/86
- ----------------------------------------------------------------------------------------------------------------------------------

 Fidelity Growth Portfolio                                                                                               11/07/86
- ----------------------------------------------------------------------------------------------------------------------------------

 Fidelity Overseas Portfolio                                                                                             02/13/87
- ----------------------------------------------------------------------------------------------------------------------------------

 Franklin Government Securities Trust                                                                                    05/30/89
- ----------------------------------------------------------------------------------------------------------------------------------

 Janus Aspen Aggressive Growth Portfolio                                                                                 09/13/93
- ----------------------------------------------------------------------------------------------------------------------------------

 Janus Aspen Balanced Portfolio                                                                                          09/13/93
- ----------------------------------------------------------------------------------------------------------------------------------

 Janus Aspen Flexible Income Portfolio                                                                                   09/13/93
- ----------------------------------------------------------------------------------------------------------------------------------

 Janus Aspen Growth Portfolio                                                                                            09/13/93
- ----------------------------------------------------------------------------------------------------------------------------------

 Janus Aspen Short-Term Bond Portfolio                                                                                   09/13/93
- ----------------------------------------------------------------------------------------------------------------------------------

 Janus Aspen Worldwide Growth Portfolio                                                                                  09/13/93
- ----------------------------------------------------------------------------------------------------------------------------------

 Lexington Natural Resources Trust                                                                                       05/31/89
- ----------------------------------------------------------------------------------------------------------------------------------

 Neuberger & Berman Growth Portfolio                                                                                     12/31/85
- ----------------------------------------------------------------------------------------------------------------------------------

 Scudder International Portfolio                                                                                         04/30/87
- ----------------------------------------------------------------------------------------------------------------------------------

 TCI Growth                                                                                                              11/20/87
- ----------------------------------------------------------------------------------------------------------------------------------


</TABLE>

                                     6

<PAGE>
                             AETNA PLUS CONTRACTS
                                    TABLE C


<TABLE>
<CAPTION>

                                           ---------------------------------------------------------------------------------------
                                                                                                                          FUND
         INSTALLMENT PAYMENT ACCOUNT:                                                                                   INCEPTION
        ($7.50 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                                                                                                     04/30/75
- ----------------------------------------------------------------------------------------------------------------------------------

 Aetna Income Shares                                                                                                     06/01/78
- ----------------------------------------------------------------------------------------------------------------------------------

 Aetna Variable Encore Fund                                                                                              09/01/75
- ----------------------------------------------------------------------------------------------------------------------------------

 Aetna Investment Advisers Fund, Inc.                                                                                    06/23/89
- ----------------------------------------------------------------------------------------------------------------------------------

 Aetna Ascent Variable Portfolio                                                                                         07/03/95
- ----------------------------------------------------------------------------------------------------------------------------------

 Aetna Crossroads Variable Portfolio                                                                                     07/03/95
- ----------------------------------------------------------------------------------------------------------------------------------

 Aetna Legacy Variable Portfolio                                                                                         07/03/95
- ----------------------------------------------------------------------------------------------------------------------------------

 Alger American Growth Portfolio                                                                                         01/08/89
- ----------------------------------------------------------------------------------------------------------------------------------

 Alger American Small Cap Portfolio                                                                                      09/21/88
- ----------------------------------------------------------------------------------------------------------------------------------

 Calvert Responsibly Invested Balanced Portfolio                                                                         09/30/86
- ----------------------------------------------------------------------------------------------------------------------------------

 Fidelity Contrafund Portfolio                                                                                           01/03/95
- ----------------------------------------------------------------------------------------------------------------------------------

 Fidelity Equity-Income Portfolio                                                                                        10/22/86
- ----------------------------------------------------------------------------------------------------------------------------------

 Fidelity Growth Portfolio                                                                                               11/07/86
- ----------------------------------------------------------------------------------------------------------------------------------

 Fidelity Overseas Portfolio                                                                                             02/13/87
- ----------------------------------------------------------------------------------------------------------------------------------

 Franklin Government Securities Trust                                                                                    05/30/89
- ----------------------------------------------------------------------------------------------------------------------------------

 Janus Aspen Aggressive Growth Portfolio                                                                                 09/13/93
- ----------------------------------------------------------------------------------------------------------------------------------

 Janus Aspen Balanced Portfolio                                                                                          09/13/93
- ----------------------------------------------------------------------------------------------------------------------------------

 Janus Aspen Flexible Income Portfolio                                                                                   09/13/93
- ----------------------------------------------------------------------------------------------------------------------------------

 Janus Aspen Growth Portfolio                                                                                            09/13/93
- ----------------------------------------------------------------------------------------------------------------------------------

 Janus Aspen Short-Term Bond Portfolio                                                                                   09/13/93
- ----------------------------------------------------------------------------------------------------------------------------------

 Janus Aspen Worldwide Growth Portfolio                                                                                  09/13/93
- ----------------------------------------------------------------------------------------------------------------------------------

 Lexington Natural Resources Trust                                                                                       05/31/89
- ----------------------------------------------------------------------------------------------------------------------------------

 Neuberger & Berman Growth Portfolio                                                                                     12/31/85
- ----------------------------------------------------------------------------------------------------------------------------------

 Scudder International Portfolio                                                                                         04/30/87
- ----------------------------------------------------------------------------------------------------------------------------------

 TCI Growth                                                                                                              11/20/87
- ----------------------------------------------------------------------------------------------------------------------------------

</TABLE>


                                     7



<PAGE>

                          MULTIPLE OPTION CONTRACTS
                                   TABLE A



<TABLE>
<CAPTION>

                                           ---------------------------------------------------------------------------------------
                                                                                                                          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                                                                                                     04/30/75
- ----------------------------------------------------------------------------------------------------------------------------------

 Aetna Income Shares                                                                                                     06/01/78
- ----------------------------------------------------------------------------------------------------------------------------------

 Aetna Variable Encore Fund                                                                                              09/01/75
- ----------------------------------------------------------------------------------------------------------------------------------

 Aetna Investment Advisers Fund, Inc.                                                                                    06/23/89
- ----------------------------------------------------------------------------------------------------------------------------------

 Aetna Ascent Variable Portfolio                                                                                         07/03/95
- ----------------------------------------------------------------------------------------------------------------------------------

 Aetna Crossroads Variable Portfolio                                                                                     07/03/95
- ----------------------------------------------------------------------------------------------------------------------------------

 Aetna Legacy Variable Portfolio                                                                                         07/03/95
- ----------------------------------------------------------------------------------------------------------------------------------

 Alger American Growth Portfolio                                                                                         01/08/89
- ----------------------------------------------------------------------------------------------------------------------------------

 Alger American Small Cap Portfolio                                                                                      09/21/88
- ----------------------------------------------------------------------------------------------------------------------------------

 Calvert Responsibly Invested Balanced Portfolio                                                                         09/30/86
- ----------------------------------------------------------------------------------------------------------------------------------

 Fidelity Contrafund Portfolio                                                                                           01/03/95
- ----------------------------------------------------------------------------------------------------------------------------------

 Fidelity Equity-Income Portfolio                                                                                        10/22/86
- ----------------------------------------------------------------------------------------------------------------------------------

 Fidelity Growth Portfolio                                                                                               11/07/86
- ----------------------------------------------------------------------------------------------------------------------------------

 Fidelity Overseas Portfolio                                                                                             02/13/87
- ----------------------------------------------------------------------------------------------------------------------------------

 Franklin Government Securities Trust                                                                                    05/30/89
- ----------------------------------------------------------------------------------------------------------------------------------

 Janus Aspen Aggressive Growth Portfolio                                                                                 09/13/93
- ----------------------------------------------------------------------------------------------------------------------------------

 Janus Aspen Balanced Portfolio                                                                                          09/13/93
- ----------------------------------------------------------------------------------------------------------------------------------

 Janus Aspen Flexible Income Portfolio                                                                                   09/13/93
- ----------------------------------------------------------------------------------------------------------------------------------

 Janus Aspen Growth Portfolio                                                                                            09/13/93
- ----------------------------------------------------------------------------------------------------------------------------------

 Janus Aspen Short-Term Bond Portfolio                                                                                   09/13/93
- ----------------------------------------------------------------------------------------------------------------------------------

 Janus Aspen Worldwide Growth Portfolio                                                                                  09/13/93
- ----------------------------------------------------------------------------------------------------------------------------------

 Lexington Natural Resources Trust                                                                                       05/31/89
- ----------------------------------------------------------------------------------------------------------------------------------

 Neuberger & Berman Growth Portfolio                                                                                     12/31/85
- ----------------------------------------------------------------------------------------------------------------------------------

 Scudder International Portfolio                                                                                         04/30/87
- ----------------------------------------------------------------------------------------------------------------------------------

 TCI Growth                                                                                                              11/20/87
 ---------------------------------------------------------------------------------------------------------------------------------

</TABLE>


                                     8


<PAGE>
                          MULTIPLE OPTION CONTRACTS
                                   TABLE B

<TABLE>
<CAPTION>

                                           ---------------------------------------------------------------------------------------
                                                                                                                           FUND
      INSTALLMENT PAYMENT ACCOUNT:                                                                                      INCEPTION
      ($15 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                                                                                                     04/30/75
- ----------------------------------------------------------------------------------------------------------------------------------

 Aetna Income Shares                                                                                                     06/01/78
- ----------------------------------------------------------------------------------------------------------------------------------

 Aetna Variable Encore Fund                                                                                              09/01/75
- ----------------------------------------------------------------------------------------------------------------------------------

 Aetna Investment Advisers Fund, Inc.                                                                                    06/23/89
- ----------------------------------------------------------------------------------------------------------------------------------

 Aetna Ascent Variable Portfolio                                                                                         07/03/95
- ----------------------------------------------------------------------------------------------------------------------------------

 Aetna Crossroads Variable Portfolio                                                                                     07/03/95
- ----------------------------------------------------------------------------------------------------------------------------------

 Aetna Legacy Variable Portfolio                                                                                         07/03/95
- ----------------------------------------------------------------------------------------------------------------------------------

 Alger American Growth Portfolio                                                                                         01/08/89
- ----------------------------------------------------------------------------------------------------------------------------------

 Alger American Small Cap Portfolio                                                                                      09/21/88
- ----------------------------------------------------------------------------------------------------------------------------------

 Calvert Responsibly Invested Balanced Portfolio                                                                         09/30/86
- ----------------------------------------------------------------------------------------------------------------------------------

 Fidelity Contrafund Portfolio                                                                                           01/03/95
- ----------------------------------------------------------------------------------------------------------------------------------

 Fidelity Equity-Income Portfolio                                                                                        10/22/86
- ----------------------------------------------------------------------------------------------------------------------------------

 Fidelity Growth Portfolio                                                                                               11/07/86
- ----------------------------------------------------------------------------------------------------------------------------------

 Fidelity Overseas Portfolio                                                                                             02/13/87
- ----------------------------------------------------------------------------------------------------------------------------------

 Franklin Government Securities Trust                                                                                    05/30/89
- ----------------------------------------------------------------------------------------------------------------------------------

 Janus Aspen Aggressive Growth Portfolio                                                                                 09/13/93
- ----------------------------------------------------------------------------------------------------------------------------------

 Janus Aspen Balanced Portfolio                                                                                          09/13/93
- ----------------------------------------------------------------------------------------------------------------------------------

 Janus Aspen Flexible Income Portfolio                                                                                   09/13/93
- ----------------------------------------------------------------------------------------------------------------------------------

 Janus Aspen Growth Portfolio                                                                                            09/13/93
- ----------------------------------------------------------------------------------------------------------------------------------

 Janus Aspen Short-Term Bond Portfolio                                                                                   09/13/93
- ----------------------------------------------------------------------------------------------------------------------------------

 Janus Aspen Worldwide Growth Portfolio                                                                                  09/13/93
- ----------------------------------------------------------------------------------------------------------------------------------

 Lexington Natural Resources Trust                                                                                       05/31/89
- ----------------------------------------------------------------------------------------------------------------------------------

 Neuberger & Berman Growth Portfolio                                                                                     12/31/85
- ----------------------------------------------------------------------------------------------------------------------------------

 Scudder International Portfolio                                                                                         04/30/87
- ----------------------------------------------------------------------------------------------------------------------------------

 TCI Growth                                                                                                              11/20/87
- ----------------------------------------------------------------------------------------------------------------------------------

</TABLE>


                                     9



<PAGE>
                          MULTIPLE OPTION CONTRACTS
                                   TABLE C

<TABLE>
<CAPTION>

                                           ---------------------------------------------------------------------------------------
                                                                                                                          FUND
       INSTALLMENT PAYMENT ACCOUNT:                                                                                     INCEPTION
      ($7.50 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                                                                                                     04/30/75
- ----------------------------------------------------------------------------------------------------------------------------------

 Aetna Income Shares                                                                                                     06/01/78
- ----------------------------------------------------------------------------------------------------------------------------------

 Aetna Variable Encore Fund                                                                                              09/01/75
- ----------------------------------------------------------------------------------------------------------------------------------

 Aetna Investment Advisers Fund, Inc.                                                                                    06/23/89
- ----------------------------------------------------------------------------------------------------------------------------------

 Aetna Ascent Variable Portfolio                                                                                         07/03/95
- ----------------------------------------------------------------------------------------------------------------------------------

 Aetna Crossroads Variable Portfolio                                                                                     07/03/95
- ----------------------------------------------------------------------------------------------------------------------------------

 Aetna Legacy Variable Portfolio                                                                                         07/03/95
- ----------------------------------------------------------------------------------------------------------------------------------

 Alger American Growth Portfolio                                                                                         01/08/89
- ----------------------------------------------------------------------------------------------------------------------------------

 Alger American Small Cap Portfolio                                                                                      09/21/88
- ----------------------------------------------------------------------------------------------------------------------------------

 Calvert Responsibly Invested Balanced Portfolio                                                                         09/30/86
- ----------------------------------------------------------------------------------------------------------------------------------

 Fidelity Contrafund Portfolio                                                                                           01/03/95
- ----------------------------------------------------------------------------------------------------------------------------------

 Fidelity Equity-Income Portfolio                                                                                        10/22/86
- ----------------------------------------------------------------------------------------------------------------------------------

 Fidelity Growth Portfolio                                                                                               11/07/86
- ----------------------------------------------------------------------------------------------------------------------------------

 Fidelity Overseas Portfolio                                                                                             02/13/87
- ----------------------------------------------------------------------------------------------------------------------------------

 Franklin Government Securities Trust                                                                                    05/30/89
- ----------------------------------------------------------------------------------------------------------------------------------

 Janus Aspen Aggressive Growth Portfolio                                                                                 09/13/93
- ----------------------------------------------------------------------------------------------------------------------------------

 Janus Aspen Balanced Portfolio                                                                                          09/13/93
- ----------------------------------------------------------------------------------------------------------------------------------

 Janus Aspen Flexible Income Portfolio                                                                                   09/13/93
- ----------------------------------------------------------------------------------------------------------------------------------

 Janus Aspen Growth Portfolio                                                                                            09/13/93
- ----------------------------------------------------------------------------------------------------------------------------------

 Janus Aspen Short-Term Bond Portfolio                                                                                   09/13/93
- ----------------------------------------------------------------------------------------------------------------------------------

 Janus Aspen Worldwide Growth Portfolio                                                                                  09/13/93
- ----------------------------------------------------------------------------------------------------------------------------------

 Lexington Natural Resources Trust                                                                                       05/31/89
- ----------------------------------------------------------------------------------------------------------------------------------

 Neuberger & Berman Growth Portfolio                                                                                     12/31/85
- ----------------------------------------------------------------------------------------------------------------------------------

 Scudder International Portfolio                                                                                         04/30/87
- ----------------------------------------------------------------------------------------------------------------------------------

 TCI Growth                                                                                                              11/20/87
- ----------------------------------------------------------------------------------------------------------------------------------


</TABLE>


                                    10


<PAGE>


                               ANNUITY PAYMENTS


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

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

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

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

EXAMPLE:

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

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

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

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




                                    11



<PAGE>


the prior Valuation Period (assume such value to be $13.504376) to produce an
Annuity Unit value of $13.523359 for the Valuation Period in which the second
payment is due.

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

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


                       SALES MATERIAL AND ADVERTISING


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

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

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

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


                            INDEPENDENT AUDITORS


KPMG Peat Marwick LLP, CityPlace II, Hartford, Connecticut  06103-4103, are the
independent auditors for the Separate Account and for the Company.  The services
provided to the Separate Account




                                    12

<PAGE>


include primarily the examination of the Separate Account's financial
statements and the review of filings made with the SEC.

















                                    13

<PAGE>


                             FINANCIAL STATEMENTS


                          VARIABLE ANNUITY ACCOUNT C


                                    INDEX


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



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








                                    S-1

<PAGE>



                            STATEMENT OF ADDITIONAL INFORMATION




                                 VARIABLE ANNUITY ACCOUNT C




                                 VARIABLE ANNUITY CONTRACTS


                                         ISSUED BY


                         AETNA LIFE INSURANCE AND ANNUITY COMPANY













Form No. 75986(S)                                             ALIAC Ed. May 1996


<PAGE>

                          VARIABLE ANNUITY ACCOUNT C
                          PART C - OTHER INFORMATION


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

   (b)Exhibits
       (1)    Resolution of the Board of Directors of Aetna Life Insurance and
              Annuity Company establishing Variable Annuity Account C(1)
       (2)    Not applicable
       (3.1)  Form of Broker-Dealer Agreement(2)
       (3.2)  Alternative Form of Wholesaling Agreement and related Selling
              Agreement(2)
       (4.1)  Form of Variable Annuity Contract (G-CDA-IA(RP))(3)
       (4.2)  Form of Variable Annuity Contract (G-CDA-IA(RPM/XC))(4)
       (4.3)  Form of Variable Annuity Contract (G-CDA-HF)(5)
       (5)    Form of Variable Annuity Contract Application (300-GTD-IA)(6)
       (6)    Certification of Incorporation and By-Laws of Depositor(7)
       (7)    Not applicable
       (8.1)  Fund Participation Agreement between Aetna Life Insurance and
              Annuity Company, Alger American Fund and Fred Alger
              Management, Inc. dated September 1, 1993(2)


<PAGE>


       (8.2)  Fund Participation Agreement between Aetna Life Insurance and
              Annuity Company and Calvert Asset Management Company
              (Calvert Responsibly Invested Balanced Portfolio formerly
              Calvert Socially Responsible Series) dated March 13, 1989 and
              amended December 27, 1993(8)
       (8.3)  Fund Participation Agreement between Aetna Life Insurance and
              Annuity Company and Fidelity Distributors Corporation dated
              February 1, 1994 (Variable Insurance Products Fund)(9)
       (8.4)  Fund Participation Agreement between Aetna Life Insurance and
              Annuity Company and Fidelity Distributors Corporation dated
              February 1, 1994 (Variable Insurance Products Fund II)(9)
       (8.5)  Fund Participation Agreement between Aetna Life Insurance and
              Annuity Company and Franklin Advisers, Inc. dated January 31,
              1989(10)
       (8.6)  Fund Participation Agreement between Aetna Life Insurance and
              Annuity Company and Janus Aspen Series dated April 19, 1994 and
              amended June 15, 1994(11)
       (8.7)  Fund Participation Agreement between Aetna Life Insurance and
              Annuity Company and Lexington Management Corporation regarding
              Natural Resources Trust dated December 1, 1988 and amended
              February 11, 199(18)
       (8.8)  Fund Participation Agreement between Aetna Life Insurance and
              Annuity Company and Advisers Management Trust (now Neuberger &
              Berman Advisers Management Trust) dated April 14, 1989(2)
       (8.9)  Fund Participation Agreement between Aetna Life Insurance and
              Annuity Company and Scudder Variable Life Investment Fund dated
              April 27, 1992 and amended February 19, 1993 and August 13,
              1993(12)
       (8.10) Fund Participation Agreement between Aetna Life Insurance and
              Annuity Company, Investors Research Corporation and TCI
              Portfolios, Inc. dated July 29, 1992 and amended December 22, 1992
              and June 1, 1994(12)
       (9)    Opinion of Counsel*
       (10.1) Consent of Independent Auditors*
       (10.2) Consent of Counsel*
       (11)   Not applicable
       (12)   Not applicable
       (13)   Computation of Performance Data*
       (14)   Financial Data Schedule*
       (15.1) Powers of Attorney(13)
       (15.2) Authorization for Signatures(14)

*To be filed by amendment.
1.  Incorporated by reference to Registration Statement on Form N-4
    (File No. 2-52449) filed on February 28, 1986.
2.  Incorporated by reference to Pre-Effective Amendment No. 1 to Registration
    Statement on Form N-4 (File No. 33-75996) filed on April 21, 1994.


<PAGE>

3.  Incorporated by reference to Post-Effective Amendment No. 3 to Registration
    Statement on Form N-4 (File No. 33-75986) filed on April 28, 1995.
4.  Incorporated by reference to Post-Effective Amendment No. 3 to Registration
    Statement on Form N-4 (File No. 75954) filed on February 28, 1995.
5.  Incorporated by reference to Post-Effective Amendment No. 3 to Registration
    Statement on Form N-4 (File No. 33-75964) filed on February 24, 1995.
6.  Incorporated by reference to Post-Effective Amendment No. 58 to Registration
    Statement on Form N-4 (File No. 2-52449) filed on February 28, 1994.
7.  Incorporated by reference to Post-Effective Amendment No. 58 to Registration
    Statement on Form N-4 (File No. 2-52449) filed on February 28, 1994.
8.  Incorporated by reference to Post-Effective Amendment No. 4 to Registration
    Statement on Form N-4 (File No. 33-75978) filed on March 24, 1995.
9.  Incorporated by reference to Pre-Effective Amendment No. 1 to Registration
    Statement on Form N-4 (File No. 33-75978) filed on April 25, 1994.
10. Incorporated by reference to Pre-Effective Amendment No. 1 to Registration
    Statement on Form N-4 (File No. 33-75990) filed on April 25, 1994.
11. Incorporated by reference to Post-Effective Amendment No. 2 to Registration
    Statement on Form N-4 (File No. 33-75960) filed on August 9, 1994.
12. Incorporated by reference to Registration Statement on Form N-4 (File
    No. 33-88720) filed on January 20, 1995.
13. The Power of Attorney for David E. Bushong, Acting Chief Financial Officer,
    is incorporated by reference to Post-Effective Amendment No. 1 to
    Registration Statement on Form N-4 (File No. 33-87932), as filed
    electronically, on September 18, 1995.  The Power of Attorney for all other
    signatories is incorporated by reference to Post-Effective Amendment No. 5
    to Registration Statement on Form N-4 (File No. 33-75982), as filed
    electronically, on February 20, 1996.
14. Incorporated by Reference to Post-Effective Amendment No. 3 to Registration
    Statement on Form N-4 (File No. 33-75996) filed on February 23, 1995.


<PAGE>

ITEM 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR

Name and Principal
Business Address*                 Positions and Offices With Depositor
- ------------------                ------------------------------------

Daniel P. Kearney                 Director and President

Timothy A. Holt                   Director

Christopher J. Burns              Director and Senior Vice President

Laura R. Estes                    Director and Senior Vice President

Gail P. Johnson                   Director and Vice President

John Y. Kim                       Director and Senior Vice President

Shaun P. Mathews                  Director and Senior Vice President

Glen Salow                        Director and Vice President

Creed R. Terry                    Director and Vice President

James C. Hamilton                 Vice President and Treasurer

David E. Bushong                  Acting Chief Financial Officer

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

Zoe Baird                         Senior Vice President and General Counsel

Susan E. Schechter                Corporate Secretary and Counsel


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


<PAGE>

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

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

ITEM 27. NUMBER OF CONTRACT OWNERS

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

ITEM 28. INDEMNIFICATION

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

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

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

ITEM 29. PRINCIPAL UNDERWRITER

   (a) In addition to serving as the principal underwriter for the Registrant,
       Aetna Life Insurance and Annuity Company (ALIAC) also acts as the
       principal underwriter for Variable Life


<PAGE>

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

   (b) See Item 25 regarding the Depositor.

   (c) Compensation as of December 31, 1995:

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

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


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

**  To be updated by amendment.

ITEM 30. LOCATION OF ACCOUNTS AND RECORDS

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

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

ITEM 31. MANAGEMENT SERVICES

   Not applicable


<PAGE>

ITEM 32. UNDERTAKINGS

   Registrant hereby undertakes:

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

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

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

   (d) The Company hereby represents that it is relying upon and complies with
       the provisions of Paragraphs (1) through (4) of the SEC Staff's No-Action
       Letter dated November 22, 1988 with respect to language concerning
       withdrawal restrictions applicable to plans established pursuant to
       Section 403(b) of the Internal Revenue Code.  See American Counsel of
       Life Insurance; SEC No-Action Letter, [1989 Transfer Binder] Fed. SEC. L.
       Rep. (CCH) PARA 78,904 at 78,523 (November 22, 1988).

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


<PAGE>

                                  SIGNATURES

   As required by the Securities Act of 1933, as amended, and the Investment
Company Act of 1940, the Registrant, Variable Annuity Account C of Aetna Life
Insurance and Annuity Company, has duly caused this Post-Effective Amendment
No. 4 to its Registration Statement on Form N-4 (File No. 33-75986) to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Hartford, State of Connecticut, on the 20th day of February, 1996.

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

                               By:  AETNA LIFE INSURANCE AND ANNUITY
                                    COMPANY
                                       (DEPOSITOR)

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

   As required by the Securities Act of 1933, as amended, this Post-Effective
Amendment No. 4 to the Registration Statement on Form N-4 (File No. 33-75986)
has been signed by the following persons in the capacities and on the dates
indicated.


<TABLE>
<CAPTION>
SIGNATURE                         TITLE                                    DATE
- ---------                         -----                                    ----
<S>                               <C>                                <C>

Daniel P. Kearney*                Director and President              )
- -----------------------------     (principal executive officer        )
Daniel P. Kearney                                                     )
                                                                      )
                                                                      )
Timothy A. Holt*                  Director                            )
- -----------------------------                                         )
Timothy A. Holt                                                       )
                                                                      )
                                                                      )
David E. Bushong*                 Acting Chief Financial Officer      )  February
- -----------------------------                                         )  20, 1996
David E. Bushong                                                      )
                                                                      )
                                                                      )
Eugene M. Trovato*                Vice President, Chief Accounting    )
- -----------------------------     Officer and Corporate Controller    )
Eugene M. Trovato                                                     )
                                                                      )
                                                                      )
Christopher J. Burns*             Director                            )
- -----------------------------                                         )
Christopher J. Burns                                                  )


<PAGE>

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

</TABLE>

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



<PAGE>

                             VARIABLE ANNUITY ACCOUNT C
                                   EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT NO.        EXHIBIT                                                       PAGE
- -----------        -------                                                       ----
<S>               <C>                                                          <C>
99-B.1             Resolution of the Board of Directors of Aetna Life              *
                   Insurance and Annuity Company establishing Variable
                   Annuity Account C

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

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

99-B.4.1           Form of Variable Annuity Contract (G-CDA-IA(RP))                *

99-B.4.2           Form of Variable Annuity Contract (G-CDA-IA(RPM/XC))            *

99-B.4.3           Form of Variable Annuity Contract (G-CDA-HF)                    *

99-B.5             Form of Variable Annuity Contract Application (300-GTD-IA)      *

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

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

99-B.8.2           Fund Participation Agreement between Aetna Life Insurance       *
                   and Annuity Company and Calvert Asset Management Company
                   (Calvert Responsibly Invested Balanced Portfolio formerly
                   Calvert Socially Responsible Series) dated March 13, 1989
                   and amended December 27, 1993

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

99-B.8.4           Fund Participation Agreement between Aetna Life Insurance       *
                   and Annuity Company and Fidelity Distributors Corporation
                   dated February 1, 1994 (Variable Insurance Products Fund II)

99-B.8.5           Fund Participation Agreement between Aetna Life Insurance       *
                   and Annuity Company and Franklin Advisers, Inc. dated
                   January 31, 1989
</TABLE>

*Incorporated by reference

<PAGE>

<TABLE>
<CAPTION>
EXHIBIT NO.        EXHIBIT                                                       PAGE
- -----------        -------                                                       ----
<S>               <C>                                                          <C>
99-B.8.6           Fund Participation Agreement between Aetna Life Insurance       *
                   and Annuity Company and Janus Aspen Series dated April 19,
                   1994 and amended June 15, 1994

99-B.8.7           Fund Participation Agreement between Aetna Life Insurance       *
                   and Annuity Company and Lexington Management Corporation
                   regarding Natural Resources Trust dated December 1, 1988
                   and amended February 11, 1991

99-B.8.8           Fund Participation Agreement between Aetna Life Insurance       *
                   and Annuity Company and Advisers Management Trust (now
                   Neuberger & Berman Advisers Management Trust) dated
                   April 14, 1989

99-B.8.9           Fund Participation Agreement between Aetna Life Insurance       *
                   and Annuity Company and Scudder Variable Life Investment
                   Fund dated April 27, 1992 and amended February 19, 1993
                   and August 13, 1993

99-B.8.10          Fund Participation Agreement between Aetna Life Insurance       *
                   and Annuity Company, Investors Research Corporation and
                   TCI Portfolios, Inc. dated July 29, 1992 and amended
                   December 22, 1992 and June 1, 1994

99-B.9             Opinion of Counsel                                             **

99-B.10.1          Consent of Independent Auditors                                **

99-B.10.2          Consent of Counsel                                             **

99-B.13            Computation of Performance Data                                **

99-B.15.1          Powers of Attorney                                              *

99-B.15.2          Authorization for Signatures                                    *

27                 Financial Data Schedule                                        **
</TABLE>

*Incorporated by reference
*To be filed by amendment



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