VARIABLE ANNUITY ACCT C OF AETNA LIFE INSURANCE & ANNUITY CO, 485APOS, 1996-04-22

VARIABLE ANNUITY ACCT C OF AETNA LIFE INSURANCE & ANNUITY CO
485APOS, 1996-04-22

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<PAGE>

As filed with the Securities and Exchange Registration No. 33-75982*
Commission April 22, 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. 6 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)(3) of Rule 485.
----- (Request for Acceleration has been made).

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. The Registrant filed a Rule 24f-2 Notice for the fiscal year ended
December 31, 1995 on February 29, 1996.

*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 Registration Statement Nos. 33-75968, 33-75966,
and the individual deferred compensation contracts covered by Registration
Statement No. 33-75992.

<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>

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>

VARIABLE ANNUITY ACCOUNT C

GROUP VARIABLE ANNUITY CONTRACTS
FOR PUBLIC EMPLOYER DEFERRED COMPENSATION PLANS (SECTION 457)
AND FOR 401(a) DEFINED CONTRIBUTION PLANS

MAY 1, 1996 SUPPLEMENT TO MAY 1, 1996 PROSPECTUS

ERIE COUNTY

The following is a negotiated provision regarding the deferred sales charge
applicable to the Erie County Public Employee Deferred Compensation Plan. (See
"Deferred Sales Charge - Reduction or Elimination of Deferred Sales Charge.")

DEFERRED SALES CHARGE
A deferred sales charge is not deducted from any amount paid to another
financial organization under the Plan in an amount of up to 10% of the Account
Value annually.

Form No. x75982.1-3

<PAGE>

VARIABLE ANNUITY ACCOUNT C

GROUP VARIABLE ANNUITY CONTRACTS
FOR PUBLIC EMPLOYER DEFERRED COMPENSATION PLANS (SECTION 457)
AND FOR 401(a) DEFINED CONTRIBUTION PLANS

MAY 1, 1996 SUPPLEMENT TO MAY 1, 1996 PROSPECTUS

CITY OF SAN JOSE

The following information supplements the "Miscellaneous - Distribution" section
of this Prospectus:

AGREEMENT BETWEEN THE CITY OF SAN JOSE AND THE COMPANY
Under a signed agreement, the City of San Jose has endorsed the Company's
variable annuity contract for sale to its employees under the City's Deferred
Compensation Plan. The Company has agreed to compensate the City of San Jose in
the amount of $7.50 per quarter, for each participant in the Contract, or in
Twentieth Century Funds and/or the American Funds. The City has informed the
Company that these amounts will be used to cover the City's annual
administrative costs.

Form No. x75982.2-3

<PAGE>

VARIABLE ANNUITY ACCOUNT C

GROUP VARIABLE ANNUITY CONTRACTS
FOR PUBLIC EMPLOYER DEFERRED COMPENSATION PLANS (SECTION 457)
AND FOR 401(a) DEFINED CONTRIBUTION PLANS

MAY 1, 1996 SUPPLEMENT TO MAY 1, 1996 PROSPECTUS

PENNSYLVANIA STATE ASSOCIATION OF BOROUGHS

The following information supplements the "Distribution" section of this
Prospectus:

MISCELLANEOUS - DISTRIBUTION
Under a signed agreement, the Pennsylvania State Association of Boroughs
("Association") has endorsed the Company's variable annuity for sale to its
employees under the group's Deferred Compensation Plan. The Company has agreed
to compensate the Association in the amount of $3.50 per year for each
Participant on whose behalf contributions are being made to the Contract.

Form No. x75982.3-1

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

This Prospectus generally describes group deferred variable annuity contracts
("Contracts") issued by Aetna Life Insurance and Annuity Company (the
"Company"). The Contracts are available through participation in deferred
compensation plans ("Plans") adopted by state and local governments for their
employees or independent contractors, or both, under Section 457 of the Internal
Revenue Code of 1986, as amended, and under qualified defined contribution plans
under Section 401(a) of the Code. Only group contracts are currently offered for
sale; however, "Contracts" shall also refer to employer-owned individual
Contracts issued in connection with Plans in the past.

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 Class A Shares
- 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 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 in 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. 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 16 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 GUARANTEED ACCUMULATION ACCOUNT. ALL PROSPECTUSES SHOULD BE READ
AND RETAINED FOR FUTURE REFERENCE.

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

THIS PROSPECTUS AND THE STATEMENT OF ADDITIONAL INFORMATION ARE DATED MAY 1,
1996
<PAGE>
TABLE OF CONTENTS
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<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
The Funds........................................................................ 1
Credited Interest Options........................................................ 4
PURCHASE
Contract Availability............................................................ 4
Contract Purchase................................................................ 4
Purchase Payments................................................................ 4
Right to Cancel.................................................................. 5
Transfer Credits................................................................. 5
CHARGES AND DEDUCTIONS
Daily Deductions from the Separate Account....................................... 5
Maintenance Fee.................................................................. 5
Deferred Sales Charge............................................................ 6
Fund Expenses.................................................................... 7
Premium and Other Taxes.......................................................... 7
CONTRACT VALUATION................................................................... 8
TRANSFERS............................................................................ 8
Dollar Cost Averaging Program.................................................... 8
WITHDRAWALS.......................................................................... 8
ADDITIONAL WITHDRAWAL OPTIONS........................................................ 9
DEATH BENEFIT DURING ACCUMULATION PERIOD............................................. 10
ANNUITY PERIOD
Annuity Period Elections......................................................... 10
Annuity Options.................................................................. 11
Annuity Payments................................................................. 11
Charges Deducted During the Annuity Period....................................... 12
Death Benefit Payable During the Annuity Period.................................. 12
TAX STATUS
Introduction..................................................................... 13
Taxation of the Company.......................................................... 13
Contracts Used with Certain Retirement Plans..................................... 13
Section 457 Plans................................................................ 14
Section 401(a) Plans............................................................. 14
MISCELLANEOUS
Voting Rights.................................................................... 15
Modification of the Contract..................................................... 15
Distribution..................................................................... 15
Performance Reporting............................................................ 15
Transfer of Ownership; Assignment................................................ 16
Delay or Suspension of Payments.................................................. 16
Legal Matters and Proceedings.................................................... 16
</TABLE>
<PAGE>
<TABLE>
<S> <C>
CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION.................................. 15
APPENDIX I--GUARANTEED ACCUMULATION ACCOUNT.......................................... 16
APPENDIX II--FIXED ACCOUNT........................................................... 17
APPENDIX III--FIXED PLUS ACCOUNT..................................................... 18
</TABLE>

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

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

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

ACCOUNT VALUE: The total dollar value of amounts held in an Account as of any
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, for a definite period or a combination
of the two.

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

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

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

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

CONTRACTS: The group and individual deferred, variable annuity contracts
described in this Prospectus.

CONTRACT BENEFICIARY: The Contract Holder is the Contract Beneficiary.

CONTRACT HOLDER: The entity to which the Contract is issued. Under Section 457
Plans, the Contract Holder has all right, title and interest in amounts held
under the Contract. Under Section 401 Plans, Participants have such rights as
are authorized by the Contract Holder and by the terms of the Plan.

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.

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

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. Under Section 457 Plans, Participants have no rights to the assets
accumulated under the Plan. Under Section 401 Plans, Participants have such
rights as are authorized by the Contract Holder and by the terms of the Plan.

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

PLANS: Section 457 Plans or Section 401 Plans.

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

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DEFINITIONS - 1
<PAGE>
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.

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

SECTION 401 PLAN: Defined contribution plans adopted by state and local
governments under Section 401 of the Code.

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 a 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.

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

CONTRACTS OFFERED

The Contracts offered 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 in connection with deferred compensation
plans of state and local governments for their employees or independent
contractors, or both, under Section 457 of the Code, and for qualified defined
contribution plans under Section 401(a) of the Code (collectively referred to as
"Plans").

CONTRACT PURCHASE

The Contract may be purchased by eligible organizations on behalf of a group
made up of their employees. An Account is established for eligible employees by
completing the enrollment form (and any other required forms) and submitting
them to the Company. Purchase Payments can be applied to the Contract either
through a lump-sum transfer from a pre-existing plan, through periodic salary
reductions or through periodic employer contributions. (See "Purchase.")

FREE LOOK PERIOD

Contract Holders have the right to cancel their Contract within 10 days
after receiving it (or as otherwise allowed by state law) by returning it to us
along with a written notice of cancellation. Unless state law requires
otherwise, the amount received upon cancellation under this provision may
reflect the investment performance of the Purchase Payments deposited in the
Separate Account while invested. In certain cases, this may be less than the
amount of the 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 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
charge and an administrative charge), 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 the Appendices for a
full description of the restrictions applicable to transfers made from the
Credited Interest Options.) (See "Transfers.")

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SUMMARY - 1
<PAGE>
WITHDRAWALS

The Contract Holder may withdraw 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 withdrawals may also be
subject to income tax. (See "Withdrawals.")

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

DEATH BENEFIT

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 to the
Contract Beneficiary depending upon the terms of the Contract and the Annuity
Option selected. (See "Annuity Period--Death Benefit Payable During the Annuity
Period.")

THE ANNUITY PERIOD

On the Annuity Date, the Contract Holder, on your behalf, may elect to begin
receiving Annuity Payments on either a fixed, variable or combination of 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

For Section 457 Plans, contributions and earnings are not generally taxed
until paid or made available under the employer's Plan. Withholding for income
tax may be imposed on certain withdrawals. For Section 401 Plans, contributions
and earnings are generally taxed when they are distributed, and a 10% federal
penalty tax 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): 1-800-525-4225 (for automated transfers or changes
Call Customer Service in the allocation of Account Values, call:
1-800-262-3862)

- (For Multiple Option Contracts): 1-800-677-4636 (for automated transfers or changes
Call Customer Service in the allocation of Account Values, call
1-800-262-3862
</TABLE>

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

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 when the Contract is purchased. Some expenses may vary as explained under
"Charges and Deductions." The charges and expenses shown below do not include
premium taxes that may be applicable. For more information regarding expenses
paid out of assets of a particular Fund, see the Fund's prospectus.

DIRECT CHARGES. These charges are deducted daily 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>
<S> <C>
INSTALLMENT PURCHASE PAYMENT ACCOUNTS

<CAPTION>
PURCHASE PAYMENT
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%

SINGLE PURCHASE PAYMENT ACCOUNTS
<CAPTION>
ACCOUNT YEARS
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>

<TABLE>
<S> <C> <C>
ANNUAL CONTRACT MAINTENANCE FEE--Installment Purchase Payment Accounts................. $ 20.00
--Single Purchase Payment Accounts....................... $ 0.00

The maintenance fee will generally be deducted annually from each
Installment Purchase Payment Account during the Accumulation Period.
The amount of the maintenance fee may be reduced or eliminated. See
"Charges and Deductions--Maintenance Fee." The amount shown is the
MAXIMUM maintenance fee that can be deducted under the Contract.
</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> <C>
MORTALITY AND EXPENSE RISK CHARGE...................................................... 1.25%

ADMINISTRATIVE EXPENSE CHARGE. We currently do not impose an Administrative Expense
Charge. ............................................................................... 0%
However, we reserve the right to deduct a daily charge from the
Subaccounts equivalent on an annual basis to not more than 0.25%.
TOTAL SEPARATE ACCOUNT CHARGES......................................................... 1.25%
---------
---------
</TABLE>

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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. These expenses are reflected in the Fund's net asset value and are
not deducted from the Account Value under the Contract.

<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(2) 0.25% 0.06% 0.31%
Aetna Income Shares(2) 0.25% 0.08% 0.33%
Aetna Variable Encore Fund(2) 0.25% 0.10% 0.35%
Aetna Investment Advisers Fund,
Inc.(2) 0.25% 0.08% 0.33%
Aetna Ascent Variable Portfolio(2) 0.50% 0.15% 0.65%
Aetna Crossroads Variable Portfolio(2) 0.50% 0.15% 0.65%
Aetna Legacy Variable Portfolio(2) 0.50% 0.15% 0.65%
Alger American Growth Portfolio 0.75% 0.10% 0.85%
Alger American Small Cap Portfolio 0.85% 0.07% 0.92%
Calvert Responsibly Invested Balanced
Portfolio(3) 0.70% 0.13% 0.83%
Fidelity VIP II Contrafund
Portfolio(4) 0.61% 0.11% 0.72%
Fidelity VIP Equity-Income Portfolio 0.51% 0.10% 0.61%
Fidelity VIP Growth Portfolio 0.61% 0.09% 0.70%
Fidelity VIP Overseas Portfolio 0.76% 0.15% 0.91%
Franklin Government Securities
Trust(5) 0.63% 0.13% 0.76%
Janus Aspen Aggressive Growth
Portfolio(6) 0.75% 0.11% 0.86%
Janus Aspen Balanced Portfolio(6) 0.82% 0.55% 1.37%
Janus Aspen Flexible Income Portfolio 0.65% 0.42% 1.07%
Janus Aspen Growth Portfolio(6) 0.65% 0.13% 0.78%
Janus Aspen Short-Term Bond
Portfolio(6) 0.00% 0.70% 0.70%
Janus Aspen Worldwide Growth
Portfolio(6) 0.68% 0.22% 0.90%
Lexington Natural Resources Trust 1.00% 0.47% 1.47%
Neuberger & Berman Growth Portfolio(7) 0.84% 0.10% 0.94%
Scudder International Portfolio Class
A Shares 0.88% 0.20% 1.08%
TCI Growth(8) 1.00% 0.00% 1.00%
</TABLE>

- ------------------------------
(1) Certain of the unaffiliated Fund advisers reimburse the Company for
administrative costs incurred in connection with administering the Funds as
variable funding options under the Contract. These reimbursements are paid
out of the investment advisory fees and are not charged to investors.

(2)As of May 1, 1996, the Company will provide administrative services to the
Fund and will assume the Fund's ordinary recurring direct costs under an
Administrative Services Agreement. The "Other Expenses" shown are not based
on figures for the year ended December 31, 1995, but reflect the fee payable
under this Agreement.

(3)The Management and Advisory Fees are subject to a performance adjustment,
after July 1, 1996, which could cause the fee to be as high as 0.85% or as
low as 0.55%, depending on performance. "Other Expenses" reflect an indirect
fee of 0.02%. Net fund operating expenses after reduction for fees paid
indirectly would be 0.81%.

(4)A portion of the brokerage commission the Fund paid was used to reduce its
expenses. Without this reduction, total operating expenses would have been
0.73% for the Contrafund Portfolio.

(5)An expense reimbursement arrangement was in effect until February 1, 1996,
however, it is no longer in effect. The advisory fee and total annual
expenses shown above reflect the actual expenses of the Fund before
reimbursement, as if such arrangement had not been in effect in 1995.

(6)The information for each Portfolio is net of fee waivers or reductions from
Janus Capital. Fee reductions for the Aggressive Growth, Balanced, Growth,
and Worldwide Growth Portfolios reduce the management fee to the level of the
corresponding Janus retail fund. Other waivers, if applicable, are first
applied against management fee and then against other expenses. Without such
waivers, the Investment Advisory Fees, Other Expenses and Total Fund Annual
Expenses for the Portfolios for the fiscal year ended December 31, 1995 would
have been: 0.82%, 0.11% and 0.93%, respectively, for Janus Aspen Aggressive
Growth Portfolio; 1.00%, 0.55% and 1.55%, respectively, for Janus Aspen
Balanced Portfolio; 0.85%, 0.13% and 0.98%, respectively, for Janus Aspen
Growth Portfolio; 0.65%, 0.72% and 1.37%, respectively, for Janus Aspen
Short-Term Bond Portfolio; and 0.87%, 0.22% and 1.09%, respectively, for
Janus Aspen Worldwide Growth Portfolio. Janus Capital may modify or terminate
the waivers or reductions at any time upon 90 days' notice to the Portfolio's
Board of Trustees.

(7)Neuberger & Berman Advisers Management Trust (the "Trust") is divided into
portfolios ("Portfolios"), each of which invests all of its net investment
assets in a corresponding series ("Series") of Advisers Management Trust.
Expenses in the table reflect expenses of the Portfolio and include the

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

Portfolio's pro rata portion of the operating expenses of the Portfolio's
corresponding Series. The Portfolio pays Neuberger & Berman Management Inc.
("NBMI") an administration fee based on the Portfolio's net asset value. The
corresponding Series of the Portfolio pays NBMI a management fee based on the
Series' average daily net assets. Accordingly, this table combines management
fees at the Series level and administration fees at the Portfolio level in a
unified fee rate. (See "Expenses" in the Trust's prospectus.)

(8)The Portfolio's investment adviser pays all expenses of the Portfolio except
brokerage commissions, taxes, interest, fees, expenses of the non-interested
person directors (including counsel fees) and extraordinary expenses. These
expenses have historically represented a very small percentage (less than
0.01%) of total net assets in a fiscal year.

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 $20.00 that can be
deducted under the Contract has been converted to a percentage of assets equal
to 0.105%.

<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 $69 $108 $149 $197 $17 $53 $ 91 $197
Aetna Income Shares $69 $108 $150 $199 $17 $53 $ 92 $199
Aetna Variable Encore Fund $69 $109 $151 $202 $17 $54 $ 93 $202
Aetna Investment Advisers Fund, Inc. $69 $108 $150 $199 $17 $53 $ 92 $199
Aetna Ascent Variable Portfolio $72 $118 $166 $233 $20 $63 $108 $233
Aetna Crossroads Variable Portfolio $72 $118 $166 $233 $20 $63 $108 $233
Aetna Legacy Variable Portfolio $72 $118 $166 $233 $20 $63 $108 $233
Alger American Growth Portfolio $74 $123 $176 $254 $23 $69 $118 $254
Alger American Small Cap Portfolio $74 $125 $179 $261 $23 $71 $122 $261
Calvert Responsibly Invested Balanced
Portfolio $74 $123 $175 $252 $22 $68 $117 $252
Fidelity VIP II Contrafund Portfolio $73 $120 $169 $241 $21 $65 $112 $241
Fidelity VIP Equity-Income Portfolio $71 $116 $164 $229 $20 $62 $106 $229
Fidelity VIP Growth Portfolio $72 $119 $168 $239 $21 $64 $111 $239
Fidelity VIP Overseas Portfolio $74 $125 $179 $260 $23 $71 $121 $260
Franklin Government Securities Trust $73 $121 $171 $245 $21 $66 $114 $245
Janus Aspen Aggressive Growth Portfolio $74 $124 $176 $255 $22 $69 $119 $255
Janus Aspen Balanced Portfolio $79 $138 $200 $306 $28 $85 $144 $306
Janus Aspen Flexible Income Portfolio $76 $130 $186 $276 $25 $76 $129 $276
Janus Aspen Growth Portfolio $73 $121 $172 $247 $22 $67 $115 $247
Janus Aspen Short-Term Bond Portfolio $72 $119 $168 $239 $21 $64 $111 $239
Janus Aspen Worldwide Growth Portfolio $74 $125 $179 $259 $23 $71 $121 $259
Lexington Natural Resources Trust $80 $141 $205 $315 $29 $88 $149 $315
Neuberger & Berman Growth Portfolio $75 $126 $180 $263 $23 $72 $123 $263
Scudder International Portfolio Class A
Shares $76 $130 $187 $277 $25 $76 $130 $277
TCI Growth $75 $128 $183 $269 $24 $74 $126 $269
</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
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
-------------- ----------- ----------- ----------- -----------

AETNA VARIABLE FUND
<S> <C> <C> <C> <C> <C>
Value at beginning of period $105.558 $107.925 $102.383 $ 97.165 $77.845
Value at end of period $137.869 $105.558 $107.925 $102.383 $97.165
Increase (decrease) in value of accumulation
unit(1) 30.61% (2.19)% 5.41% 5.37% 24.82%
Number of accumulation units outstanding at end of
period 6,364,000 13,966,072 21,148,863 24,201,565 20,948,226

AETNA INCOME SHARES
Value at beginning of period $40.173 $42.283 $39.038 $36.789 $31.192
Value at end of period $46.913 $40.173 $42.283 $39.038 $36.789
Increase (decrease) in value of accumulation
unit(1) 16.78% (4.99)% 8.31% 6.11% 17.94%
Number of accumulation units outstanding at end of
period 2,377,622 5,108,720 8,210,666 8,507,292 7,844,412

AETNA VARIABLE ENCORE FUND
Value at beginning of period $36.271 $35.282 $34.619 $33.812 $32.138
Value at end of period $37.988 $36.271 $35.282 $34.619 $33.812
Increase (decrease) in value of accumulation
unit(1) 4.73% 2.80% 1.92% 2.39% 5.21%
Number of accumulation units outstanding at end of
period 1,836,260 3,679,802 5,086,515 7,534,662 8,430,082

AETNA INVESTMENT ADVISERS
FUND, INC.
Value at beginning of period $14.270 $14.519 $13.379 $12.736 $10.896
Value at end of period $17.954 $14.270 $14.519 $13.379 $12.736
Increase (decrease) in value of accumulation
unit(1) 25.82% (1.71)% 8.52% 5.05% 16.89%
Number of accumulation units outstanding at end of
period 9,193,181 21,990,186 30,784,750 34,802,433 22,898,099

AETNA ASCENT VARIABLE PORTFOLIO
Value at beginning of period $10.000(10)
Value at end of period $10.673
Increase (decrease) in value of accumulation
unit(1) 6.73%
Number of accumulation units outstanding at end of
period 8

AETNA CROSSROADS VARIABLE
PORTFOLIO
Value at beginning of period $10.000(10)
Value at end of period $10.612
Increase (decrease) in value of accumulation
unit(1) 6.12%
Number of accumulation units outstanding at end of
period 0

AETNA LEGACY VARIABLE PORTFOLIO
Value at beginning of period $10.000(10)
Value at end of period $10.580
Increase (decrease) in value of accumulation
unit(1) 5.80%
Number of accumulation units outstanding at end of
period 0

<CAPTION>
1990 1989 1988 1987 1986
----------- ------------- ----------- ----------- -----------
AETNA VARIABLE FUND
<S> <C> <C> <C> <C> <C>
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
AETNA ASCENT VARIABLE 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
AETNA CROSSROADS VARIABLE
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
AETNA LEGACY VARIABLE 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
</TABLE>

- --------------------------------------------------------------------------------
AUV HISTORY - 1
<PAGE>

CONDENSED FINANCIAL INFORMATION (CONTINUED)

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

<TABLE>
<CAPTION>
1995 1994 1993 1992 1991
-------------- ----------- ----------- ----------- -----------

ALGER AMERICAN GROWTH PORTFOLIO
<S> <C> <C> <C> <C> <C>
Value at beginning of period $10.000(10)
Value at end of period $11.715
Increase (decrease) in value of accumulation
unit(1) 17.15%
Number of accumulation units outstanding at end of
period 530,263

ALGER AMERICAN SMALL CAP
PORTFOLIO
Value at beginning of period $ 9.513 $10.072 $10.000(3)
Value at end of period $13.558 $ 9.513 $10.072
Increase (decrease) in value of accumulation
unit(1) 42.52% (5.55)% 0.72%
Number of accumulation units outstanding at end of
period 1,714,187 665,518 51,327

CALVERT RESPONSIBLY INVESTED
BALANCED PORTFOLIO*
Value at beginning of period $13.990 $14.640 $13.726 $12.913 $11.233
Value at end of period $17.951 $13.990 $14.640 $13.726 $12.913
Increase (decrease) in value of accumulation
unit(1) 28.31% (4.44)% 6.66% 6.30% 14.96%
Number of accumulation units outstanding at end of
period 856,361 743,464 705,415 503,006 355,851

FIDELITY VIP II CONTRAFUND PORTFOLIO
Value at beginning of period $10.000(11)
Value at end of period $11.763
Increase (decrease) in value of accumulation
unit(1) 17.63%
Number of accumulation units outstanding at end of
period 525,476

FIDELITY VIP EQUITY-INCOME PORTFOLIO
Value at beginning of period $10.000(11)
Value at end of period $11.617
Increase (decrease) in value of accumulation
unit(1) 16.17%
Number of accumulation units outstanding at end of
period 628,582

FIDELITY VIP GROWTH PORTFOLIO
Value at beginning of period $10.000(10)
Value at end of period $10.198
Increase (decrease) in value of accumulation
unit(1) 1.98%
Number of accumulation units outstanding at end of
period 762

FIDELITY VIP OVERSEAS PORTFOLIO
Value at beginning of period $10.000(10)
Value at end of period $10.197
Increase (decrease) in value of accumulation
unit(1) 1.97%
Number of accumulation units outstanding at end of
period 1,302

FRANKLIN GOVERNMENT SECURITIES TRUST
Value at beginning of period $14.190 $14.929 $14.050 $13.219 $11.545
Value at end of period $16.495 $14.190 $14.929 $14.050 $13.219
Increase (decrease) in value of accumulation
unit(1) 16.24% (4.95)% 6.26% 6.29% 14.50%
Number of accumulation units outstanding at end of
period 809,414 804,457 960,629 810,155 627,552

<CAPTION>
1990 1989
----------- -------------
ALGER AMERICAN GROWTH PORTFOLIO
<S> <C> <C> <C> <C> <C>
Value at beginning of period
Value at end of period
Increase (decrease) in value of accumulation
unit(1)
Number of accumulation units outstanding at end of
period
ALGER AMERICAN SMALL CAP
PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of accumulation
unit(1)
Number of accumulation units outstanding at end of
period
CALVERT RESPONSIBLY INVESTED
BALANCED PORTFOLIO*
Value at beginning of period $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
FIDELITY VIP II CONTRAFUND 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
FIDELITY VIP EQUITY-INCOME 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
FIDELITY VIP GROWTH 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
FIDELITY VIP OVERSEAS 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 $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 - 2
<PAGE>

CONDENSED FINANCIAL INFORMATION (CONTINUED)

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

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

JANUS ASPEN AGGRESSIVE GROWTH PORTFOLIO
<S> <C> <C> <C>
Value at beginning of period $12.169 $10.000(6)
Value at end of period $15.323 $12.169
Increase (decrease) in value of accumulation
unit(1) 25.91% 21.69%
Number of accumulation units outstanding at
end of period 1,280,953 393,553

JANUS ASPEN BALANCED PORTFOLIO
Value at beginning of period $10.000(10)
Value at end of period $10.853
Increase (decrease) in value of accumulation
unit(1) 8.53%
Number of accumulation units outstanding at
end of period 161

JANUS ASPEN FLEXIBLE INCOME PORTFOLIO
Value at beginning of period $ 9.911 $10.000(7)
Value at end of period $12.124 $ 9.911
Increase (decrease) in value of accumulation
unit(1) 22.33% (0.89)%
Number of accumulation units outstanding at
end of period 3,345 1,555

JANUS ASPEN GROWTH PORTFOLIO
Value at beginning of period $10.000(10)
Value at end of period $11.859
Increase (decrease) in value of accumulation
unit(1) 18.59%
Number of accumulation units outstanding at
end of period 109,717

JANUS ASPEN SHORT-TERM BOND PORTFOLIO
Value at beginning of period $10.000(10)
Value at end of period $10.393
Increase (decrease) in value of accumulation
unit(1) 3.93%
Number of accumulation units outstanding at
end of period 18,473

JANUS ASPEN WORLDWIDE GROWTH PORTFOLIO
Value at beginning of period $10.000(10)
Value at end of period $12.158
Increase (decrease) in value of accumulation
unit(1) 21.58%
Number of accumulation units outstanding at
end of period 314,653

LEXINGTON NATURAL RESOURCES TRUST
Value at beginning of period $ 9.412 $10.071 $ 9.193
Value at end of period $10.862 $ 9.412 $10.071
Increase (decrease) in value of accumulation
unit(1) 15.41% (6.54)% 9.55%
Number of accumulation units outstanding at
end of period 530,562 533,016 341,771

NEUBERGER & BERMAN GROWTH PORTFOLIO
Value at beginning of period $13.398 $14.278 $13.536
Value at end of period $17.430 $13.398 $14.278
Increase (decrease) in value of accumulation
unit(1) 30.09% (6.16)% 5.48%
Number of accumulation units outstanding at
end of period 2,359,090 2,107,525 1,927,674

<CAPTION>
1992 1991 1990 1989
----------- ----------- ----------- --------------
JANUS ASPEN AGGRESSIVE GROWTH PORTFOLIO
<S> <C> <C> <C> <C>
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 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
JANUS ASPEN FLEXIBLE INCOME 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
JANUS ASPEN GROWTH 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
JANUS ASPEN SHORT-TERM BOND 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
JANUS ASPEN WORLDWIDE GROWTH 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
LEXINGTON NATURAL RESOURCES TRUST
Value at beginning of period $9.018 $9.608 $11.441 $10.000(4)
Value at end of period $9.193 $ 9.018 $ 9.608 $11.441
Increase (decrease) in value of accumulation
unit(1) 1.94% (6.14)% (16.02)% 14.41%
Number of accumulation units outstanding at
end of period 198,338 144,139 75,052 11,481
NEUBERGER & BERMAN GROWTH PORTFOLIO
Value at beginning of period $12.511 $ 9.769 $10.772 $10.000(4)
Value at end of period $13.536 $12.511 $ 9.769 $10.772
Increase (decrease) in value of accumulation
unit(1) 8.19% 28.07% (9.31)% 7.72%
Number of accumulation units outstanding at
end of period 1,346,898 971,985 482,220 68,885
</TABLE>

- --------------------------------------------------------------------------------
AUV HISTORY - 3
<PAGE>

CONDENSED FINANCIAL INFORMATION (CONTINUED)

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

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

SCUDDER INTERNATIONAL PORTFOLIO CLASS A SHARES**
<S> <C> <C> <C>
Value at beginning of period $13.227 $13.508 $ 9.922
Value at end of period $14.515 $13.227 $13.508
Increase (decrease) in value of accumulation
unit(1) 9.74% (2.08)% 36.14%
Number of accumulation units outstanding at end of
period 3,823,292 4,240,412 2,371,037

TCI GROWTH
Value at beginning of period $11.172 $11.443 $10.495
Value at end of period $14.464 $11.172 $11.443
Increase (decrease) in value of accumulation
unit(1) 29.47% (2.37)% 9.03%
Number of accumulation units outstanding at end of
period 1,784,552 1,608,362 1,016,894

<CAPTION>
1992 1991 1990 1989
----------- ----------- ----------- --------------
SCUDDER INTERNATIONAL PORTFOLIO CLASS A SHARES**
<S> <C> <C> <C> <C>
Value at beginning of period $10.239** $ 9.256 $10.306 $10.000(8)
Value at end of period $ 9.922 $10.239 $ 9.256 $10.306
Increase (decrease) in value of accumulation
unit(1) (3.10)% 10.62% (10.19)% 3.06%
Number of accumulation units outstanding at end of
period 1,161,007 779,667 317,829 32,906
TCI GROWTH
Value at beginning of period $10.000(9)
Value at end of period $10.495
Increase (decrease) in value of accumulation
unit(1) 4.95%
Number of accumulation units outstanding at end of
period 232,832
</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.

(10) The initial Accumulation Unit value was established at $10.000 during July
1995, when the Fund became available under the Contract.

(11) The initial Accumulation Unit value was established at $10.000 during May
1995, when the Fund 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 - 4
<PAGE>

CONDENSED FINANCIAL INFORMATION
AETNA PLUS CONTRACTS
(SELECTED DATA FOR ACCUMULATION UNITS OUTSTANDING THROUGHOUT EACH PERIOD)

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

<TABLE>
<CAPTION>
1995 1994 1993 1992 1991
-------------- ------------- ----------- -------------- -----------

AETNA VARIABLE FUND
<S> <C> <C> <C> <C> <C>
Value at beginning of period $10.778 $11.020 $10.454 $97.165 $77.845
Value at end of period $14.077 $10.778 $11.020 $10.454(2) $97.165
Increase (decrease) in value of accumulation
unit(1) 30.61% (2.20)% 5.41% (2) 24.82%
Number of accumulation units outstanding at end of
period 188,964,022 114,733,035 44,166,470 21,250 20,948,226

AETNA INCOME SHARES
Value at beginning of period $10.360 $10.905 $10.068 $36.789 $31.192
Value at end of period $12.098 $10.360 $10.905 $10.068(3) $36.789
Increase (decrease) in value of accumulation
unit(1) 16.78% (5.00)% 8.31% (3) 17.94%
Number of accumulation units outstanding at end of
period 21,379,976 11,713,354 4,084,142 3,870 7,844,412

AETNA VARIABLE ENCORE FUND
Value at beginning of period $10.528 $10.241 $10.048 $33.812 $32.138
Value at end of period $11.026 $10.528 $10.241 $10.048(4) $33.812
Increase (decrease) in value of accumulation
unit(1) 4.73% 2.80% 1.92% (4) 5.21%
Number of accumulation units outstanding at end of
period 12,999,680 7,673,528 2,766,044 825 8,430,082

AETNA INVESTMENT ADVISERS
FUND, INC.
Value at beginning of period $10.868 $11.057 $10.189 $12.736 $10.896
Value at end of period $13.673 $10.868 $11.057 $10.189(6) $12.736
Increase (decrease) in value of accumulation
unit(1) 25.81% (1.71)% 8.52% (6) 16.89%
Number of accumulation units outstanding at end of
period 38,152,395 23,139,604 11,368,365 11,508 22,898,099

AETNA ASCENT VARIABLE PORTFOLIO
Value at beginning of period $10.000(7)
Value at end of period $10.673
Increase (decrease) in value of accumulation
unit(1) 6.73%
Number of accumulation units outstanding at end of
period 393,053

AETNA CROSSROADS VARIABLE PORTFOLIO
Value at beginning of period $10.000(7)
Value at end of period $10.612
Increase (decrease) in value of accumulation
unit(1) 6.12%
Number of accumulation units outstanding at end of
period 294,673

AETNA LEGACY VARIABLE PORTFOLIO
Value at beginning of period $10.000(7)
Value at end of period $10.580
Increase (decrease) in value of accumulation
unit(1) 5.80%
Number of accumulation units outstanding at end of
period 143,637

<CAPTION>
1990 1989 1988 1987 1986
----------- ------------- ----------- ----------- -----------
AETNA VARIABLE FUND
<S> <C> <C> <C> <C> <C>
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(5)
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
AETNA ASCENT VARIABLE 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
AETNA CROSSROADS VARIABLE 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
AETNA LEGACY VARIABLE 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
</TABLE>

- --------------------------------------------------------------------------------
AUV HISTORY - 5
<PAGE>

CONDENSED FINANCIAL INFORMATION (CONTINUED)

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

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

<S> <C> <C> <C> <C> <C>
ALGER AMERICAN GROWTH PORTFOLIO
Value at beginning of period $10.000(7)
Value at end of period $10.157
Increase (decrease) in value of accumulation
unit(1) 1.57%
Number of accumulation units outstanding at end of
period 2,832,440

ALGER AMERICAN SMALL CAP
PORTFOLIO
Value at beginning of period $ 9.437 $ 9.959 $10.000(8)
Value at end of period $13.450 $ 9.437 $ 9.959
Increase (decrease) in value of accumulation
unit(1) 42.52% (5.24)% (0.41)%
Number of accumulation units outstanding at end of
period 15,036,765 6,339,407 781,836

CALVERT RESPONSIBLY INVESTED
BALANCED PORTFOLIO*
Value at beginning of period $10.554 $11.036 $10.278 $10.000(9)
Value at end of period $13.527 $10.554 $11.036 $10.278
Increase (decrease) in value of accumulation
unit(1) 28.17% (4.37)% 7.37% 2.78%
Number of accumulation units outstanding at end of
period 966,098 521,141 144,168 2,556

FIDELITY VIP II CONTRAFUND PORTFOLIO
Value at beginning of period $10.000(7)
Value at end of period $10.397
Increase (decrease) in value of accumulation
unit(1) 3.97%
Number of accumulation units outstanding at end of
period 2,116,732

FIDELITY VIP EQUITY-INCOME PORTFOLIO
Value at beginning of period $10.000(7)
Value at end of period $11.092
Increase (decrease) in value of accumulation
unit(1) 10.92%
Number of accumulation units outstanding at end of
period 1,660,304

FIDELITY VIP GROWTH PORTFOLIO
Value at beginning of period $10.000(7)
Value at end of period $10.066
Increase (decrease) in value of accumulation
unit(1) 0.66%
Number of accumulation units outstanding at end of
period 1,833,794

FIDELITY VIP OVERSEAS PORTFOLIO
Value at beginning of period $10.000(7)
Value at end of period $ 9.961
Increase (decrease) in value of accumulation
unit(1) (0.39)%
Number of accumulation units outstanding at end of
period 196,090

FRANKLIN GOVERNMENT SECURITIES
TRUST
Value at beginning of period $10.119 $10.642 $10.008 $10.000(9)
Value at end of period $11.762 $10.119 $10.642 $10.008
Increase (decrease) in value of accumulation
unit(1) 16.24% (4.91)% 6.33% 0.08%
Number of accumulation units outstanding at end of
period 717,760 325,365 167,137 5,559

<CAPTION>
<S> <C> <C> <C> <C> <C>
ALGER AMERICAN GROWTH 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
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
FIDELITY VIP II CONTRAFUND 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
FIDELITY VIP EQUITY-INCOME 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
FIDELITY VIP GROWTH 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
FIDELITY VIP OVERSEAS 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 - 6
<PAGE>

CONDENSED FINANCIAL INFORMATION (CONTINUED)

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

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

<S> <C> <C> <C> <C> <C>
JANUS ASPEN AGGRESSIVE GROWTH PORTFOLIO
Value at beginning of period $10.581 $10.000(10)
Value at end of period $13.322 $10.581
Increase (decrease) in value of accumulation
unit(1) 25.91% 5.81%
Number of accumulation units outstanding at end of
period 4,887,060 753,862

JANUS ASPEN BALANCED PORTFOLIO
Value at beginning of period $10.000(7)
Value at end of period $10.850
Increase (decrease) in value of accumulation
unit(1) 8.50%
Number of accumulation units outstanding at end of
period 93,304

JANUS ASPEN FLEXIBLE INCOME PORTFOLIO
Value at beginning of period $ 9.873 $10.000(10)
Value at end of period $12.077 $ 9.873
Increase (decrease) in value of accumulation
unit(1) 22.33% (1.27)%
Number of accumulation units outstanding at end of
period 315,361 28,543

JANUS ASPEN GROWTH PORTFOLIO
Value at beginning of period $10.000(7)
Value at end of period $10.870
Increase (decrease) in value of accumulation
unit(1) 8.70%
Number of accumulation units outstanding at end of
period 259,196

JANUS ASPEN SHORT-TERM BOND PORTFOLIO
Value at beginning of period $10.000(7)
Value at end of period $10.323
Increase (decrease) in value of accumulation
unit(1) 3.23%
Number of accumulation units outstanding at end of
period 32,696

JANUS ASPEN WORLDWIDE GROWTH PORTFOLIO
Value at beginning of period $10.000(7)
Value at end of period $10.877
Increase (decrease) in value of accumulation
unit(1) 8.77%
Number of accumulation units outstanding at end of
period 1,036,040

LEXINGTON NATURAL RESOURCES TRUST
Value at beginning of period $10.154 $10.877 $ 9.832 $10.000(9)
Value at end of period $11.720 $10.154 $10.877 $ 9.832
Increase (decrease) in value of accumulation
unit(1) 15.42% (6.65)% 10.63% (1.68)%
Number of accumulation units outstanding at end of
period 711,892 703,676 135,614 561

NEUBERGER & BERMAN GROWTH PORTFOLIO
Value at beginning of period $11.026 $11.747 $10.864 $10.000(9)
Value at end of period $14.345 $11.026 $11.747 $10.864
Increase (decrease) in value of accumulation
unit(1) 30.10% (6.14)% 8.13% 8.64%
Number of accumulation units outstanding at end of
period 3,331,218 1,865,104 546,559 10,645

SCUDDER INTERNATIONAL PORTFOLIO CLASS A SHARES
Value at beginning of period $12.687 $12.957 $ 9.578 $10.000(9)
Value at end of period $13.923 $12.687 $12.957 $ 9.578
Increase (decrease) in value of accumulation
unit(1) 9.74% (2.08)% 35.28% (4.22)%
Number of accumulation units outstanding at end of
period 7,323,208 6,558,946 1,020,233 5,232

<CAPTION>
<S> <C> <C> <C> <C> <C>
JANUS ASPEN AGGRESSIVE GROWTH 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
JANUS ASPEN 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
JANUS ASPEN FLEXIBLE INCOME 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
JANUS ASPEN GROWTH 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
JANUS ASPEN SHORT-TERM BOND 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
JANUS ASPEN WORLDWIDE GROWTH 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
LEXINGTON NATURAL RESOURCES 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
NEUBERGER & BERMAN GROWTH 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
SCUDDER INTERNATIONAL PORTFOLIO CLASS A SHARES
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 - 7
<PAGE>

CONDENSED FINANCIAL INFORMATION (CONTINUED)

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

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

<S> <C> <C> <C> <C> <C>
TCI GROWTH
Value at beginning of period $11.781 $12.069 $10.692 $10.000(9)
Value at end of period $15.253 $11.781 $12.069 $10.692
Increase (decrease) in value of accumulation
unit(1) 29.47% (2.39)% 12.88% 6.92%
Number of accumulation units outstanding at end of
period 21,986,645 12,853,828 3,667,821 2,254

<CAPTION>
<S> <C> <C> <C> <C> <C>
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>

(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) Reflects less than a full year of performance activity. The initial
Accumulation Unit value was established at $10.000 during August 1995, when
the Fund became available under the Contract.

(8) 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.

(9) 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.

(10) 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 - 8
<PAGE>
THE COMPANY
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

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

The Company is a wholly owned subsidiary of Aetna Retirement Holdings, Inc.,
which is in turn a wholly owned subsidiary of Aetna Retirement Services, Inc.
and an indirect wholly owned subsidiary of Aetna Life and Casualty Company.

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

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

Although the Company holds title to the assets of the Separate Account, such
assets are not chargeable with liabilities 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 you, 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. In addition, the
availability of Funds may be subject to regulatory authorization. Funds may be
added or withdrawn by the Company as permitted by applicable law. Therefore, 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)

- -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
<PAGE>
- -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 of
companies which have a market capitalization of $1 billion or greater.(2)

- -ALGER AMERICAN FUND--ALGER AMERICAN SMALL CAPITALIZATION PORTFOLIO seeks
long-term capital appreciation. Except during temporary defensive periods, the
Portfolio invests at least 65% of its total assets in equity securities of
companies that, at the time of purchase of such securities, have total market
capitalization within the range of companies included in the Russell 2000
Growth Index, updated quarterly. The Russell 2000 Growth Index is designed to
track the performance of small capitalization companies. At March 31, 1996 the
range of market capitalization of these companies was $20 million to $3.0
billion.(2)

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

- -FIDELITY INVESTMENTS' VARIABLE INSURANCE PRODUCTS FUND II--CONTRAFUND PORTFOLIO
seeks maximum total return over the long term by investing mainly in equity
securities of companies that are undervalued or out-of-favor.(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 non-diversified portfolio
that seeks long-term growth of capital. The Portfolio pursues its investment
objective by normally investing at least 50% of its equity assets in securities
issued by medium-sized companies. Medium-sized companies are those whose market
capitalizations fall within the range of companies in the S&P MidCap 400 Index,
which as of December 29, 1995 included companies with capitalizations between
approximately $118 million and $7.5 billion, but which is expected to change on
a regular basis.(6)

- -JANUS ASPEN SERIES--BALANCED PORTFOLIO seeks long-term capital growth,
consistent with preservation of capital and balanced by current income. The
Portfolio pursues its investment objective by investing 40%-60%

- --------------------------------------------------------------------------------
2
<PAGE>

of its assets in securities selected primarily for their growth potential and
40%-60% of its assets in securities selected primarily for their income
potential.(6)

- -JANUS ASPEN SERIES--FLEXIBLE INCOME PORTFOLIO seeks to obtain maximum total
return, consistent with preservation of capital. Total return is expected to
result 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 (commonly
known as "junk bonds.")(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. The Portfolio pursues its
investment objective 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 non-diversified 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 seek capital
appreciation without regard to income. The Portfolio generally invests in
securities believed to have the maximum potential for long-term capital
appreciation. The Portfolio expects to be almost fully invested in common
stocks, often of companies that may be temporarily out of favor in the
market.(8)

- -SCUDDER VARIABLE LIFE INVESTMENT FUND-- INTERNATIONAL PORTFOLIO CLASS A SHARES
seeks long-term growth of capital primarily through diversified holdings of
marketable foreign equity investments.(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 Inc. (Investment Manager); Neuberger &
Berman, L.P. (Sub-Adviser)

(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

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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.)

* GAA is no longer available under the Contract issued to the Erie County Public
Employee Deferred Compensation Plan. If Participants currently have funds in
GAA, as a Guaranteed Term matures, unless the Participant instructs us
otherwise, amounts will automatically be transferred to the Fixed Account.

PURCHASE
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CONTRACT AVAILABILITY
The Contracts are designed for Plans established by organizations for their
deferred compensation plans under Section 457 of the Code, and for qualified
defined contribution plans under Section 401(a) of the Code. The Contract is
generally owned by the employer, and an Account is established for each
Participant, as directed by the Contract Holder, to identify contract values
during the Accumulation Period. A Participant's record under the Contract is
known as his or her "Account."

Under Section 457 Plans, the employer has all right, title and interest in
the amounts held under the Contract or in the Account. The Contract will be part
of the employer's general assets, subject to the claims of its general
creditors. Benefits available to you are governed exclusively by the provisions
of the Plan and are backed only by the general assets of the employer. Under
Section 401 Plans, Participants have such rights as are authorized by the
Contract Holder and by the terms of the Plan. Under both types of Plans, some of
the options and elections available under the Contract may not be available to
you under the provisions of your Plan. Contact your employer for information
regarding your Plan.

CONTRACT PURCHASE
Eligible organizations may acquire a Contract by submitting an application
to the Company. Once we approve the application, a group Contract is issued to
the employer as the Contract Holder. The Company will establish an Account for a
Participant upon receipt of an enrollment form.

The Company must accept or reject an application or enrollment form within
two business days of receipt. If a form is incomplete, the Company may hold any
forms and accompanying Purchase Payments for five days. Purchase Payments may be
held for longer periods pending acceptance of the forms only with the consent of
the Participant, or under limited circumstances, with the consent of the group
Contract Holder. If we agree to hold Purchase Payments for longer than the five
business days based on the consent of the group Contract Holder, they will be
deposited in the Aetna Variable Encore Fund Subaccount until the forms are
completed.

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4
<PAGE>
PURCHASE PAYMENTS

Generally, two types of Purchase Payments may be made under the Contract,
and depending upon which type of payment is made, different Accounts may be
established for each payment type. Continuing, periodic payments will be placed
in "Installment Purchase Payment Accounts." Installment Purchase Payments must
be at least $50 per month ($600 annually) per Participant. No payment may be
less than $25. 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. 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 Holder (or you, if authorized 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.")

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.

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
the Contract, all provisions of the Contract apply. This benefit is provided on
a nondiscriminatory basis. If a transfer credit is due under the Contract, you
will be provided with additional information specific to the Contract.

CHARGES AND DEDUCTIONS
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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 mortality and expense risks
under the Contract. The mortality risks are those assumed for our promise to
make lifetime payments according to annuity rates specified in the Contract. The
expense risk is the risk that the actual expenses for costs incurred under the
Contract will exceed the maximum costs that can be charged under the Contract.

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

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

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5
<PAGE>

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 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 on its
anniversary date. 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 under the Contract is $20.
However, the maintenance fee may be reduced or eliminated depending upon certain
criteria described below. The maintenance fee will be deducted on a pro rata
basis from each Subaccount and Credited Interest Option in which the Account is
invested. 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 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
Account 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 amount
withdrawn from the Subaccounts, the Fixed Account or 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 Payments were made. The amount of the deferred sales charge
is determined in accordance with the schedule set forth in the following tables:
<TABLE>
<S> <C>
INSTALLMENT PURCHASE PAYMENT ACCOUNTS

<CAPTION>
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%

SINGLE PURCHASE PAYMENT ACCOUNTS
<CAPTION>
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>

If you transfer the total account value under another deferred compensation
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 the former
contract for purposes of calculating the applicable deferred sales charge under
this Contract.

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6
<PAGE>
A deferred sales charge will not be deducted from any portion of the Account
Value which is:

- - applied to provide Annuity benefits;

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

- - withdrawn due to a hardship resulting from an unforeseeable emergency, as
specified in the Code;

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

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

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

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

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

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 the mortality and expense risk charge described above.

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 illustrated 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.

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<PAGE>
CONTRACT VALUATION
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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 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 "Contract Purchase." Each subsequent Purchase Payment (or amount
transferred) will be credited to your Account at the AUV computed on the next
Valuation Date following our receipt of your payment or transfer request. The
value of an Accumulation Unit may increase or decrease.

NET INVESTMENT FACTOR

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

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

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

(d) divided by the total value of the Subaccount's Accumulation and Annuity
Units on the preceding Valuation Date;

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

The net investment rate may be either positive or negative.

TRANSFERS
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At any time prior to the Annuity Date, the Contract Holder, or you (if
permitted by the Contract Holder), can transfer amounts held under the 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 Plan, as applicable.

The Company currently allows unlimited transfers of accumulated amounts to
available investment options without charge. The transfer amount may not be less
than $500. However, the total number of investment options that may be selected
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

You 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. For additional information, please refer to the
Inquiries Section of the Prospectus Summary, which describes how you can obtain
further information.

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8
<PAGE>
WITHDRAWALS
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Subject to the limitations on withdrawals from the Fixed Plus Account, the
Contract Holder may withdraw all or a portion of the Account Value at any time
during the Accumulation Period. To request a withdrawal, the Contract Holder, on
your behalf, must properly complete a disbursement form and send it to our Home
Office. Payments for withdrawal requests will be made in accordance with SEC
requirements, but normally not later than seven calendar days following our
receipt of a disbursement form.

Withdrawals may be requested in one of the following forms:

- -FULL WITHDRAWAL OF THE CONTRACT OR AN ACCOUNT: The amount paid upon a full
withdrawal will be the Account Value(s) 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(s) requested minus any applicable deferred sales charge; however,
amounts available for withdrawal from the Fixed Plus Account is 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, amounts will be withdrawn proportionately from
each Subaccount or Credited Interest Options in which the Account is invested,
unless otherwise requested in writing. 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.

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
the 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.

- -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, and
pays you that amount once a year. (See "Tax Status.")

Other Additional Withdrawal Options may be added from time to time.
Additional information relating to any of the Additional Withdrawal Options may
be obtained from your local representative or from the Company at its Home
Office.

If you select one of the Additional Withdrawal Options, your Account will
retain all of the rights and flexibility permitted under the Contract during the
Accumulation Period. The 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 at any time by submitting a written request to our Home Office. Any
revocation will apply only to the amount not yet paid. Once an option is
revoked, it may not be elected again, nor may any other Additional Withdrawal
Options be elected. To determine whether the Additional Withdrawal Options are
available under your Plan, and to assess the terms and conditions that may
apply, you should check with your employer. Any pay-out election that you make
under a Section 457 Plan must be irrevocable. 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.

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DEATH BENEFIT DURING ACCUMULATION PERIOD
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- - 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 a 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 Contract 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 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
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 (not to exceed 15 years for a non-spousal 457 Plan Beneficiary) 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 Plan Beneficiary in the same manner as if you had received those
payments. (See "Tax Status.") Also, for 457 Plans, any distribution payable over
a period of more than one year must be made in substantially non-increasing
amounts.

ANNUITY PERIOD
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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. 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 must notify
us in writing of the following:

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

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

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

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

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10
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Annuity payments will not begin until an Annuity Option has been selected. 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 options(s) selected. (See
"Annuity Options" below for more information about transfers during the Annuity
Period.)

Under Contracts issued to the Erie County Public Employee Deferred
Compensation Plan, the Lifetime Annuity Options listed below may not be elected
and the "Payment for a Specified Period" nonlifetime option, if selected, must
be elected for a period of at least three years and not more than the lesser of
fifteen years or the life expectancy of the Participant.

ANNUITY OPTIONS

The Contract Holder may choose one of the following Annuity Options:

LIFETIME ANNUITY OPTIONS:

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

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

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

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

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

NONLIFETIME ANNUITY OPTIONS:

- -OPTION 1--PAYMENTS FOR A SPECIFIED PERIOD-- payments will continue for a
specified period of time, as provided for under your Contract.

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

ANNUITY PAYMENTS

DATE PAYOUTS START. When payments start, the age of the Annuitant plus the
number of years for which payments are guaranteed must not exceed 95. Annuity
payments may not extend beyond (a) the life of the Annuitant, (b) the joint
lives of the Annuitant and beneficiary, (c) a period certain greater than the

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Annuitant's life expectancy, or (d) a period certain greater than the joint life
expectancies of the Annuitant and beneficiary.

AMOUNT OF EACH ANNUITY PAYMENT. The amount of each payment depends on the
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 the 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 discussion on the impact of
selecting an assumed net investment rate.)

CHARGES DEDUCTED DURING THE ANNUITY PERIOD

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

DEATH BENEFIT PAYABLE DURING THE
ANNUITY PERIOD

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

If Lifetime Option 2 or Option 4 was elected and the death of the Annuitant
under Option 2, or the surviving Annuitant under Option 4, occurs prior to the
end of the guaranteed minimum payment period, we will pay to the Contract
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 Contract Beneficiary (unless otherwise requested), and no deferred sales
charge will be imposed.

If the Participant 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 and, for 457 Plans, in substantially nonincreasing
amounts.

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 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

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12
<PAGE>
are automatically applied to increase reserves under the Contracts. Under
existing federal income tax law, the Company believes that the Separate
Account's investment income and realized net capital gains will not be taxed to
the extent that such income and gains are applied to increase the reserves under
the Contracts.

The Company does not anticipate that it will incur any federal income tax
liability attributable to the Separate Account and, therefore, the Company does
not intend to make provisions for any such taxes. However, if changes in the
federal tax laws or interpretations 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 457 plans and
Section 401 Plans. The tax rules applicable to retirement plans vary according
to 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 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 Contract issued
in connection with such plans. Some retirement plans are subject to distribution
and other requirements that are not incorporated in the provisions of 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.

MINIMUM DISTRIBUTION REQUIREMENTS: The Code has required distribution rules
for Section 457 and 401(a) Plans. Distributions under Section 457 and 401(a)
Plans must generally begin by April 1 of the calendar year following the
calendar year in which you attain age 70 1/2. For governmental or church plans,
distributions must begin by April 1 of the calendar year following the 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 beneficiary.
Also, any distribution under a Section 457 Plan payable over a period of more
than one year must be made in substantially non-increasing amounts.

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 Plan 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, under Section 401 Plans, 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 Plan Beneficiary or over a period not
extending beyond the life expectancy of the Plan Beneficiary (for Section 457
Plans, not to exceed 15 years for a non-spousal 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.

SECTION 457 PLANS

Section 457 provides for certain deferred compensation plans. These plans
may be offered with respect to service for state governments, local governments,
political subdivisions, agencies, instrumentalities and certain affiliates of
such entities, and tax exempt organizations. These plans are subject to various
restrictions on contributions and distributions. The plans may permit
participants to specify the form of investment for their deferred compensation
account. In general, all investments are owned by the sponsoring

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13
<PAGE>
employer and are subject to the claims of the general creditors of the employer.
Depending on the terms of the particular plan, the employer may be entitled to
draw on deferred amounts for purposes unrelated to its Section 457 plan
obligations. In general, all amounts received under a Section 457 plan are
taxable and reportable to the IRS as taxable income. This includes payments for
death benefits, periodic and nonperiodic distributions. Also, all amounts,
except death benefit proceeds, are subject to federal income tax withholding as
wages. If we make payments directly to a Participant on behalf of the employer
as Contract Holder, we will withhold federal taxes (and state taxes, if
applicable).

The Code imposes a maximum limit on annual Purchase Payments which may be
excluded from your gross income. For Section 457 Plan Participants, such limit
is generally the lesser of $7,500 or 33 1/3% of your includible compensation
(25% of gross compensation).

SECTION 401(A) PLANS.

Section 401(a) 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 an 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. In addition,
Purchase Payments will be excluded from a Participant's gross income only if the
Section 401(a) Plan meets the applicable nondiscrimination requirements.

All distributions will be taxed as they are distributed 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 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 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.

MISCELLANEOUS
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VOTING RIGHTS

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

The number of votes each Contract Holder is entitled to direct with respect
to a particular Fund during the Accumulation Period is equal to the portion of
the current value of the Contract attributable to that Fund, divided by the net
asset value of one share of that Fund. During the Annuity Period, the number of
votes is equal to the

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14
<PAGE>
valuation reserve applicable to the portion of the Contract attributable to that
Fund, divided by the net asset value of one share of that Fund. In determining
the number of votes, fractional votes will be recognized. Where the value of the
Contract or valuation reserve relates to more than one Fund, the calculation of
votes will be performed separately for each Fund.

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

MODIFICATION OF THE CONTRACT

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 Contracts 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.

DISTRIBUTION

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

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

Occasionally, we may pay commissions and fees to Distributors which are
affiliated or associated with the Contract Holder or the Participants. We may
also enter into agreements with some entities associated with the Contract
Holder or Participants in which we would agree to pay the 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.

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 a 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.

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15
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TRANSFER OF OWNERSHIP; ASSIGNMENT

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

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.

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
Dollar Cost Averaging
Sales Material and Advertising
Independent Auditors
Financial Statements of the Separate Account
Financial Statements of the Company
</TABLE>

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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 CONTRACT OFFERED BY THIS
PROSPECTUS. AMOUNTS ALLOCATED TO THE LONG-TERM CLASSIFICATIONS OF GAA ARE HELD
IN A NONINSULATED, NONUNITIZED SEPARATE ACCOUNT. AMOUNTS ALLOCATED TO THE
SHORT-TERM CLASSIFICATIONS OF GAA ARE HELD IN THE COMPANY'S GENERAL ACCOUNT.
THIS APPENDIX IS A SUMMARY OF GAA AND IS NOT INTENDED TO REPLACE THE GAA
PROSPECTUS. YOU SHOULD READ THE ACCOMPANYING GAA PROSPECTUS CAREFULLY BEFORE
INVESTING.

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

During a specified period of time (the "deposit period"), amounts may be
applied to any or all available Guaranteed Terms within the Short-Term and
Long-Term Classifications. Short-Term GAA has Guaranteed Terms from one to three
years, and Long-Term GAA has Guaranteed Terms from three to ten years.

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

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

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

MORTALITY AND EXPENSE RISK CHARGES

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

TRANSFERS

We will apply an MVA to GAA transfers made before the end of a Guaranteed
Term. Transfers of GAA values due to a maturity are not subject to an MVA.

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APPENDIX II
FIXED ACCOUNT
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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.

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

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

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

TRANSFERS AMONG INVESTMENT OPTIONS

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

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

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APPENDIX III
FIXED PLUS ACCOUNT
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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 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 THIS 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 THE STATEMENTS. DISCLOSURE IN THIS APPENDIX REGARDING THE
FIXED PLUS ACCOUNT HAS NOT BEEN REVIEWED BY THE SEC.

FIXED PLUS ACCOUNT

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

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

Beginning on the tenth Account Year, we will credit amounts held in the
Fixed Plus Account with an interest rate that is 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.

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

FIXED PLUS ACCOUNT WITHDRAWALS

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

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

If a full withdrawal is requested, we will pay any amounts held in the Fixed
Plus Account in five annual payments that will be 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 or
annuitizations made in the prior 12 months;

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

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

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

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

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

- --------------------------------------------------------------------------------
19
<PAGE>
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 the
withdrawal is made:

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

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

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

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

(1) the hardship is certified by the employer;

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

(3) the amount paid for all withdrawals due to hardship during the previous
12-month period does not exceed 10% of the average value of all Accounts
during that same period or,

(e) due to your separation from service with the employer provided that:

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

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

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

TRANSFERS AMONG INVESTMENT OPTIONS

The amount eligible for transfer from the Fixed Plus Account is 20% of the
amount held in the Fixed Plus Account on the day we receive a written request in
our Home Office, reduced by any Fixed Plus Account withdrawals, transfers or
annuitizations made in the prior 12 months. In calculating the 20% limit, we
reserve the right to include payments made due to the election of any of the
Additional Withdrawal Options. We will waive the 20% transfer limit 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 Annuity payments
begin, the Contract Holder 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 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.

- --------------------------------------------------------------------------------
20
<PAGE>
FOR MASTER APPLICATIONS ONLY

I HEREBY ACKNOWLEDGE RECEIPT OF AN ACCOUNT C GROUP DEFERRED VARIABLE ANNUITY
PROSPECTUS DATED MAY 1, 1996 FOR SECTION 457 PUBLIC EMPLOYER DEFERRED
COMPENSATION PLANS, AS WELL AS ALL CURRENT PROSPECTUSES PERTAINING TO THE
VARIABLE INVESTMENT OPTIONS AVAILABLE UNDER THE CONTRACTS.

- ---- PLEASE SEND AN ACCOUNT C STATEMENT OF ADDITIONAL INFORMATION (FORM NO.
75982(S)-2) DATED MAY 1, 1996.

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

CONTRACT HOLDER'S SIGNATURE

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

DATE

75982-2 (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 and Individual Variable Annuity Contracts Available under Section 457 and
401(a)

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. . . . . . . . . . . . . . . . . . . . 1
Variable Annuity Account C . . . . . . . . . . . . . . . . . . . . . . 1
Offering and Purchase of Contracts . . . . . . . . . . . . . . . . . . 2
Performance Data . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Average Annual Total Return Quotations. . . . . . . . . . . . . . . 3
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
had assets of $27.1 billion (subject to $25.5 billion of customer and other
liabilities, $1.6 billion of shareholder equity) which includes $11 billion
in assets held in the Company's separate accounts. The Company had $22
billion in assets under management, including $8 billion in its mutual funds.
As of December 31, 1994, it ranked among the top 2% of all U.S. life
insurance companies by size. The Company is a wholly owned subsidiary of
Aetna Retirement Holdings, Inc., which is in turn a wholly owned subsidiary
of Aetna 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 each of the Subaccounts of the Separate
Account will be invested exclusively in shares of the mutual funds described in
the Prospectus. Purchase Payments made under the Contract may be allocated to
one or more of the Subaccounts. The Company may make additions to or deletions
from available investment options as permitted by law. The availability of the
Funds is subject to applicable regulatory authorization. Not all Funds are
available in all jurisdictions, under all Contracts, or under all Plans. The
Funds currently available under the Contract are as follows:

1
<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, are contained in the
prospectuses and statements of additional information for each of the Funds.

OFFERING AND PURCHASE OF CONTRACTS

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

The standardized and non-standardized total return figures are computed
according to a formula in which a hypothetical initial Purchase Payment of
$1,000 is applied to the various Subaccounts under the Contract, and then
related to the ending redeemable values over one, three, five and ten year
periods (or fractional periods thereof). The standardized figures reflect the
deduction of all recurring charges during each period (e.g., mortality and
expense risk charges, maintenance fees, administrative expense charges, and
deferred sales charges). 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 shown if reflected in these
calculations). The non-standardized figures may also include monthly,
quarterly, year-to-date and three-year periods.

2
<PAGE>

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

Investment results of the Funds will fluctuate over time, and any presentation
of the Subaccounts' total return quotations for any prior period should not be
considered as a representation of how the Subaccounts will perform in any future
period. Additionally, the 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 $20 annual maintenance fee and a $15
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 *).

3
<PAGE>

AETNA PLUS CONTRACTS
TABLE A

SINGLE PAYMENT ACCOUNT: FUND
($0 MAINTENANCE FEE) STANDARDIZED NON-STANDARDIZED INCEPTION
DATE
- ---------------------------------------------------------------------------------------------------------------------------------
SUBACCOUNT 1 Year 5 Years 10 Years 1 Year 3 Years 5 Years 10 Years
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Aetna Variable Fund 24.08% 11.20% 12.30% 30.61% 10.43% 12.11% 12.30% 04/30/75
- ---------------------------------------------------------------------------------------------------------------------------------
Aetna Income Shares 10.94% 7.62% 8.52% 16.78% 6.32% 8.50% 8.52% 06/01/78
- ---------------------------------------------------------------------------------------------------------------------------------
Aetna Variable Encore Fund (0.50%) 2.56% 4.92% 4.74% 3.14% 3.40% 4.92% 09/01/75
- ---------------------------------------------------------------------------------------------------------------------------------
Aetna Investment Advisers Fund, Inc. 19.37% 9.60% 8.88%* 25.65% 10.90% 10.50% 9.39%* 06/23/89
- ---------------------------------------------------------------------------------------------------------------------------------
Aetna Ascent Variable Portfolio 4.33%* n/a n/a 9.82%* n/a n/a n/a 07/03/95
- ---------------------------------------------------------------------------------------------------------------------------------
Aetna Crossroads Variable Portfolio 3.22%* n/a n/a 8.66%* n/a n/a n/a 07/03/95
- ---------------------------------------------------------------------------------------------------------------------------------
Aetna Legacy Variable Portfolio 2.21%* n/a n/a 7.59%* n/a n/a n/a 07/03/95
- ---------------------------------------------------------------------------------------------------------------------------------
Alger American Growth Portfolio 27.95% 19.24% 17.44%* 34.68% 17.73% 20.22% 17.96%* 01/08/89
- ---------------------------------------------------------------------------------------------------------------------------------
Alger American Small Cap Portfolio 35.39% 17.95% 20.62%* 42.52% 14.33% 18.92% 20.96%* 09/21/88
- ---------------------------------------------------------------------------------------------------------------------------------
Calvert Responsibly Invested Balanced
Portfolio 21.76% 8.97% 8.72%* 28.17% 9.59% 9.86% 8.72%* 09/30/86
- ---------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP II Contrafund Portfolio 31.01%* n/a n/a 37.91%* n/a n/a n/a 01/03/95
- ---------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Equity-Income Portfolio 26.75% 18.84% 11.99%* 33.43% 18.12% 19.82% 11.99%* 10/22/86
- ---------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Growth Portfolio 27.01% 18.31% 13.55%* 33.69% 15.88% 19.28% 13.55%* 11/07/86
- ---------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Overseas Portfolio 2.91% 5.91% 5.90%* 8.32% 13.86% 6.78% 6.02%* 02/13/87
- ---------------------------------------------------------------------------------------------------------------------------------
Franklin Government Securities Trust 10.43% 6.50% 7.37%* 16.24% 5.53% 7.37% 7.87%* 05/30/89
- ---------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Aggressive Growth Portfolio 19.61% 23.24%* n/a 25.91% 26.02%* n/a n/a 09/13/93
- ---------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Balanced Portfolio 17.08% 10.02%* n/a 23.24% 12.50%* n/a n/a 09/13/93
- ---------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Flexible Income Portfolio 16.21% 5.92%* n/a 22.33% 8.31%* n/a n/a 09/13/93
- ---------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Growth Portfolio 22.14% 11.27%* n/a 28.56% 13.78%* n/a n/a 09/13/93
- ---------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Short-Term Bond Portfolio 2.77% 1.02%* n/a 8.18% 3.30%* n/a n/a 09/13/93
- ---------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Worldwide Growth Portfolio 19.40% 16.51%* n/a 25.69% 19.13%* n/a n/a 09/13/93
- ---------------------------------------------------------------------------------------------------------------------------------
Lexington Natural Resources Trust 9.65% 16.66%* n/a 15.42% 6.03% 18.09%* n/a 05/31/89
- ---------------------------------------------------------------------------------------------------------------------------------
Neuberger & Berman Growth Portfolio 23.59% 11.91% 11.04% 30.10% 9.71% 12.82% 11.04% 12/31/85
- ---------------------------------------------------------------------------------------------------------------------------------
Scudder International Portfolio
Class A Shares 4.25% 8.05% 7.85%* 9.74% 13.28% 8.93% 7.98%* 04/30/87
- ---------------------------------------------------------------------------------------------------------------------------------
TCI Growth 23.00% 13.38% 11.81%* 29.47% 12.57% 14.31% 11.95%* 11/20/87
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

<PAGE>

AETNA PLUS CONTRACTS
TABLE B

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
INSTALLMENT PAYMENT ACCOUNT FUND
($20 ANNUAL MAINTENANCE FEE) STANDARDIZED NON-STANDARDIZED INCEPTION
DATE
- -----------------------------------------------------------------------------------------------------------------------------------
SUBACCOUNT 1 Year 5 Years 10 Years 1 Year 3 Years 5 Years 10 Years
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Aetna Variable Fund 23.97% 10.86% 12.20% 30.50% 10.32% 12.01% 12.20% 04/30/75
- -----------------------------------------------------------------------------------------------------------------------------------
Aetna Income Shares 10.83% 7.29% 8.42% 16.67% 6.21% 8.40% 8.42% 06/01/78
- -----------------------------------------------------------------------------------------------------------------------------------
Aetna Variable Encore Fund (0.61%) 2.24% 4.81% 4.63% 3.04% 3.30% 4.81% 09/01/75
- -----------------------------------------------------------------------------------------------------------------------------------
Aetna Investment Advisers Fund, Inc. 19.27% 9.27% 8.42%* 25.55% 10.20% 10.40% 9.28%* 06/23/89
- -----------------------------------------------------------------------------------------------------------------------------------
Aetna Ascent Variable Portfolio 4.22%* n/a n/a 9.71%* n/a n/a n/a 07/03/95
- -----------------------------------------------------------------------------------------------------------------------------------
Aetna Crossroads Variable Portfolio 3.12%* n/a n/a 8.55%* n/a n/a n/a 07/03/95
- -----------------------------------------------------------------------------------------------------------------------------------
Aetna Legacy Variable Portfolio 2.11%* n/a n/a 7.49%* n/a n/a n/a 07/03/95
- -----------------------------------------------------------------------------------------------------------------------------------
Alger American Growth Portfolio 27.84% 18.89% 16.99%* 34.58% 17.63% 20.11% 17.85%* 01/08/89
- -----------------------------------------------------------------------------------------------------------------------------------
Alger American Small Cap Portfolio 35.29% 17.59% 20.00%* 42.41% 14.23% 18.81% 20.85%* 09/21/88
- -----------------------------------------------------------------------------------------------------------------------------------
Calvert Responsibly Invested Balanced
Portfolio 21.66% 8.63% 8.02%* 28.06% 9.48% 9.76% 8.62%* 09/30/86
- -----------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP II Contrafund Portfolio 30.91%* n/a n/a 37.80%* n/a n/a n/a 01/03/95
- -----------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Equity-Income Portfolio 26.65% 18.49% 11.26%* 33.32% 18.02% 19.71% 11.89%* 10/22/86
- -----------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Growth Portfolio 26.90% 17.96% 12.81%* 33.59% 15.78% 19.17% 13.45%* 11/07/86
- -----------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Overseas Portfolio 2.80% 5.58% 5.30%* 8.22% 13.76% 6.67% 5.19%* 02/13/87
- -----------------------------------------------------------------------------------------------------------------------------------
Franklin Government Securities Trust 10.33% 6.17% 6.93%* 16.14% 5.43% 7.26% 7.76%* 05/30/89
- -----------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Aggressive Growth
Portfolio 19.51% 23.13%* n/a 25.80% 25.91%* n/a n/a 09/13/93
- -----------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Balanced Portfolio 16.98% 9.91%* n/a 23.14% 12.39%* n/a n/a 09/13/93
- -----------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Flexible Income Portfolio 16.11% 5.81%* n/a 22.22% 8.20%* n/a n/a 09/13/93
- -----------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Growth Portfolio 22.03% 11.16%* n/a 28.46% 13.67%* n/a n/a 09/13/93
- -----------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Short-Term Bond Portfolio 2.66% 0.91%* n/a 8.07% 3.19%* n/a n/a 09/13/93
- -----------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Worldwide Growth Portfolio 19.30% 16.40%* n/a 25.58% 19.03%* n/a n/a 09/13/93
- -----------------------------------------------------------------------------------------------------------------------------------
Lexington Natural Resources Trust 9.54% 16.56%* n/a 15.92% 5.92% 17.99%* n/a 10/14/91
- -----------------------------------------------------------------------------------------------------------------------------------
Neuberger & Berman Growth Portfolio 23.49% 11.57% 10.94% 29.99% 9.60% 12.72% 10.94% 12/31/85
- -----------------------------------------------------------------------------------------------------------------------------------
Scudder International Portfolio Class A Shares 4.15% 7.72% 7.23%* 9.63% 13.17% 8.83% 7.87%* 05/01/87
- -----------------------------------------------------------------------------------------------------------------------------------
TCI Growth 22.89% 13.04% 11.14%* 29.37% 12.47% 14.20% 11.85%* 11/20/87
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Please refer to the discussion preceeding the Tables for an explanation of
the charges included in the Standardized and Non-Standardized figures. These
figures represent historical performance and should not be considered a
projection of future performance.
5

<PAGE>

AETNA PLUS CONTRACTS
TABLE C

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
INSTALLMENT PAYMENT ACCOUNT FUND
($15 ANNUAL MAINTENANCE FEE) STANDARDIZED NON-STANDARDIZED INCEPTION
DATE
- ----------------------------------------------------------------------------------------------------------------------------------
SUBACCOUNT 1 Year 5 Years 10 Years 1 Year 3 Years 5 Years 10 Years
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Aetna Variable Fund 24.00% 10.89% 12.22% 30.53% 10.35% 12.03% 12.22% 04/30/75
- ----------------------------------------------------------------------------------------------------------------------------------
Aetna Income Shares 10.86% 7.32% 8.45% 16.70% 6.24% 8.43% 8.45% 06/01/78
- ----------------------------------------------------------------------------------------------------------------------------------
Aetna Variable Encore Fund (0.58%) 2.27% 4.84% 4.66% 3.07% 3.32% 4.84% 09/01/75
- ----------------------------------------------------------------------------------------------------------------------------------
Aetna Investment Advisers Fund, Inc. 19.29% 9.30% 8.45%* 25.57% 10.22% 10.42% 9.31%* 06/23/89
- ----------------------------------------------------------------------------------------------------------------------------------
Aetna Ascent Variable Portfolio 4.25%* n/a n/a 9.74%* n/a n/a n/a 07/03/95
- ----------------------------------------------------------------------------------------------------------------------------------
Aetna Crossroads Variable Portfolio 3.15%* n/a n/a 8.58%* n/a n/a n/a 07/03/95
- ----------------------------------------------------------------------------------------------------------------------------------
Aetna Legacy Variable Portfolio 2.13%* n/a n/a 7.51%* n/a n/a n/a 07/03/95
- ----------------------------------------------------------------------------------------------------------------------------------
Alger American Growth Portfolio 27.87% 18.91% 17.01%* 34.60% 17.66% 20.14% 17.88%* 01/08/89
- ----------------------------------------------------------------------------------------------------------------------------------
Alger American Small Cap Portfolio 35.31% 17.62% 20.03%* 42.44% 14.25% 18.84% 20.88% 09/21/88
- ----------------------------------------------------------------------------------------------------------------------------------
Calvert Responsibly Invested Balanced
Portfolio 21.68% 8.66% 8.05%* 28.09% 9.51% 9.78% 8.64%* 09/04/86
- ----------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP II Contrafund Portfolio 30.94%* n/a n/a 37.89%* n/a n/a n/a 01/03/95
- ----------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Equity-Income Portfolio 26.68% 18.52% 11.29%* 33.35% 18.04% 19.74% 11.91%* 10/22/86
- ----------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Growth Portfolio 26.93% 17.98% 12.84%* 33.61% 15.80% 19.20% 13.47%* 11/07/86
- ----------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Overseas Portfolio 2.83% 5.61% 5.33%* 8.24% 13.78% 6.70% 5.94%* 02/13/87
- ----------------------------------------------------------------------------------------------------------------------------------
Franklin Government Securities Trust 10.35% 6.19% 6.95%* 16.16% 5.45% 7.29% 7.79%* 05/30/89
- ----------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Aggressive Growth Portfolio 19.53% 23.16%* n/a 25.83% 25.94%* n/a n/a 09/13/93
- ----------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Balanced Portfolio 17.00% 9.94%* n/a 23.16% 12.42%* n/a n/a 09/13/93
- ----------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Flexible Income Portfolio 16.13% 5.84%* n/a 22.25% 8.23%* n/a n/a 09/13/93
- ----------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Growth Portfolio 22.06% 11.19%* n/a 28.48% 13.70%* n/a n/a 09/13/93
- ----------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Short-Term Bond Portfolio 2.69% 0.94%* n/a 8.10% 3.22%* n/a n/a 09/13/93
- ----------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Worldwide Growth Portfolio 19.33% 16.43%* n/a 25.61% 19.06%* n/a n/a 09/13/93
- ----------------------------------------------------------------------------------------------------------------------------------
Lexington Natural Resources Trust 9.57% 4.15% 16.58%* 15.34% 5.95% 18.01%* n/a 10/14/91
- ----------------------------------------------------------------------------------------------------------------------------------
Neuberger & Berman Growth Portfolio 23.51% 11.59% 10.96% 30.02% 9.63% 12.74% 10.96% 12/31/85
- ----------------------------------------------------------------------------------------------------------------------------------
Scudder International Portfolio Class A Shares 4.17% 7.74% 7.26%* 9.66% 13.20% 8.85% 7.90%* 05/01/87
- ----------------------------------------------------------------------------------------------------------------------------------
TCI Growth 22.92% 13.06% 11.17%* 29.40% 12.49% 14.23% 11.87%* 11/20/87
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

MULTIPLE OPTION CONTRACTS
TABLE A

<TABLE>
<CAPTION>
SINGLE PAYMENT ACCOUNT: FUND
($0 MAINTENANCE FEE) STANDARDIZED NON-STANDARDIZED INCEPTION
DATE
- ---------------------------------------------------------------------------------------------------------------------------------
SUBACCOUNT 1 Year 5 Years 10 Years 1 Year 3 Years 5 Years 10 Years
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Aetna Variable Fund 24.08% 11.20% 12.30% 30.61% 10.43% 12.11% 12.30% 04/30/75
- ---------------------------------------------------------------------------------------------------------------------------------
Aetna Income Shares 10.94% 7.62% 8.52% 16.78% 6.32% 8.51% 8.52% 06/01/78
- ---------------------------------------------------------------------------------------------------------------------------------
Aetna Variable Encore Fund (0.50%) 2.56% 4.92% 4.74% 3.14% 3.40% 4.92% 09/01/75
- ---------------------------------------------------------------------------------------------------------------------------------
Aetna Investment Advisers Fund, Inc. 19.37% 9.38% 8.88%* 25.65% 10.30% 10.50% 9.39%* 06/23/89
- ---------------------------------------------------------------------------------------------------------------------------------
Aetna Ascent Variable Portfolio 4.33%* n/a n/a 9.82%* n/a n/a n/a 07/03/95
- ---------------------------------------------------------------------------------------------------------------------------------
Aetna Crossroads Variable Portfolio 3.22%* n/a n/a 8.66%* n/a n/a n/a 07/03/95
- ---------------------------------------------------------------------------------------------------------------------------------
Aetna Legacy Variable Portfolio 2.21%* n/a n/a 7.59%* n/a n/a n/a 07/03/95
- ---------------------------------------------------------------------------------------------------------------------------------
Alger American Growth Portfolio 28.02% 19.25% 17.45%* 34.76% 17.76% 20.23% 17.97%* 01/08/89
- ---------------------------------------------------------------------------------------------------------------------------------
Alger American Small Cap Portfolio 35.40% 18.14% 20.76%* 42.53% 14.64% 19.11% 21.09%* 09/21/88
- ---------------------------------------------------------------------------------------------------------------------------------
Calvert Responsibly Invested Balanced
Portfolio 21.90% 8.94% 8.71%* 28.31% 9.36% 9.83% 8.71%* 09/04/86
- ---------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP II Contrafund Portfolio 31.05%* n/a n/a 37.94%* n/a n/a n/a 01/03/95
- ---------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Equity-Income Portfolio 26.87% 18.85% 11.99%* 33.55% 18.13% 19.82% 11.99%* 10/22/86
- ---------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Growth Portfolio 27.02% 18.31% 13.55%* 33.70% 15.89% 19.28% 13.55%* 11/07/86
- ---------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Overseas Portfolio 2.90% 5.91% 5.90%* 8.31% 13.86% 6.78% 6.02%* 02/13/87
- ---------------------------------------------------------------------------------------------------------------------------------
Franklin Government Securities Trust 10.43% 6.52% 7.39%* 16.24% 5.49% 7.40% 7.89%* 05/30/89
- ---------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Aggressive Growth Portfolio 19.62% 23.24%* n/a 25.91% 26.02%* n/a n/a 09/13/93
- ---------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Balanced Portfolio 17.05% 10.01%* n/a 23.22% 12.49%* n/a n/a 09/13/93
- ---------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Flexible Income Portfolio 16.22% 5.92%* n/a 22.33% 8.31%* n/a n/a 09/13/93
- ---------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Growth Portfolio 21.78% 11.13%* n/a 28.19% 13.63%* n/a n/a 09/13/93
- ---------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Short-Term Bond Portfolio 2.49% 0.90%* n/a 7.89% 3.18%* n/a n/a 09/13/93
- ---------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Worldwide Growth Portfolio 19.54% 16.56%* n/a 25.83% 19.19%* n/a n/a 09/13/93
- ---------------------------------------------------------------------------------------------------------------------------------
Lexington Natural Resources Trust 9.64% 3.76%* n/a 15.41% 5.72% 5.03%* n/a 10/14/91
- ---------------------------------------------------------------------------------------------------------------------------------
Neuberger & Berman Growth Portfolio 23.59% 11.36% 10.77% 30.09% 8.80% 12.28% 10.77% 12/31/85
- ---------------------------------------------------------------------------------------------------------------------------------
Scudder International Portfolio 4.25% 8.15% 7.91%* 9.74% 13.52% 9.03% 8.03%* 05/01/87
- ---------------------------------------------------------------------------------------------------------------------------------
TCI Growth 22.99% 12.56% 11.32%* 29.47% 11.28% 13.49% 11.46%* 11/20/87
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

<PAGE>

MULTIPLE OPTION CONTRACTS
TABLE B

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
INSTALLMENT PAYMENT ACCOUNT FUND
($20 ANNUAL MAINTENANCE FEE) STANDARDIZED NON-STANDARDIZED INCEPTION
DATE
- -----------------------------------------------------------------------------------------------------------------------------------
SUBACCOUNT 1 Year 5 Years 10 Years 1 Year 3 Years 5 Years 10 Years
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Aetna Variable Fund 23.97% 10.86% 12.20% 30.50% 10.32% 12.01% 12.20% 04/30/75
- -----------------------------------------------------------------------------------------------------------------------------------
Aetna Income Shares 10.83% 7.29% 8.42% 16.67% 6.21% 8.40% 8.42% 06/01/78
- -----------------------------------------------------------------------------------------------------------------------------------
Aetna Variable Encore Fund (0.61%) 2.24% 4.81% 4.63% 3.04% 3.30% 4.81% 09/01/75
- -----------------------------------------------------------------------------------------------------------------------------------
Aetna Investment Advisers Fund, Inc. 19.27% 9.27% 8.42%* 25.55% 10.19% 10.40% 9.28%* 06/23/89
- -----------------------------------------------------------------------------------------------------------------------------------
Aetna Ascent Variable Portfolio 4.22%* n/a n/a 9.71%* n/a n/a n/a 07/03/95
- -----------------------------------------------------------------------------------------------------------------------------------
Aetna Crossroads Variable Portfolio 3.12%* n/a n/a 8.55%* n/a n/a n/a 07/03/95
- -----------------------------------------------------------------------------------------------------------------------------------
Aetna Legacy Variable Portfolio 2.11%* n/a n/a 7.49%* n/a n/a n/a 07/03/95
- -----------------------------------------------------------------------------------------------------------------------------------
Alger American Growth Portfolio 27.91% 18.90% 17.00%* 34.65% 17.65% 20.13% 17.86%* 01/08/89
- -----------------------------------------------------------------------------------------------------------------------------------
Alger American Small Cap Portfolio 35.29% 17.79% 20.14%* 42.42% 14.53% 19.00% 20.99%* 09/21/88
- -----------------------------------------------------------------------------------------------------------------------------------
Calvert Responsibly Invested Balanced
Portfolio 21.79% 8.60% 8.00%* 28.21% 9.26% 9.72% 8.60%* 09/04/86
- -----------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP II Contrafund Portfolio 30.94%* n/a n/a 37.84%* n/a n/a n/a 01/03/95
- -----------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Equity-Income Portfolio 26.77% 18.50% 11.27%* 33.44% 18.03% 19.72% 11.89%* 10/22/86
- -----------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Growth Portfolio 26.91% 17.96% 12.81%* 33.60% 15.78% 19.18% 13.45%* 11/07/86
- -----------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Overseas Portfolio 2.79% 5.58% 5.30%* 8.21% 13.75% 6.67% 5.91%* 03/13/87
- -----------------------------------------------------------------------------------------------------------------------------------
Franklin Government Securities Trust 10.33% 6.20% 6.95%* 16.14% 5.39% 7.29% 7.79%* 05/30/89
- -----------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Aggressive Growth
Portfolio 19.51% 23.14%* n/a 25.81% 25.92%* n/a n/a 09/13/93
- -----------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Balanced Portfolio 16.95% 9.90%* n/a 23.11% 12.38%* n/a n/a 09/13/93
- -----------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Flexible Income
Portfolio 16.11% 5.81%* n/a 22.23% 8.20%* n/a n/a 09/13/93
- -----------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Growth Portfolio 21.68% 11.02%* n/a 28.09% 13.53%* n/a n/a 09/13/93
- -----------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Short-Term Bond Portfolio 2.39% 0.80%* n/a 7.78% 3.07%* n/a n/a 09/13/93
- -----------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Worldwide Growth Portfolio 19.43% 16.46%* n/a 25.73% 19.09%* n/a n/a 09/13/93
- -----------------------------------------------------------------------------------------------------------------------------------
Lexington Natural Resources Trust 9.53% 3.65%* n/a 15.31% 5.61% 4.92%* n/a 10/14/91
- -----------------------------------------------------------------------------------------------------------------------------------
Neuberger & Berman Growth Portfolio 23.48% 11.03% 10.67% 29.99% 8.69% 12.17% 10.67% 12/31/85
- -----------------------------------------------------------------------------------------------------------------------------------
Scudder International Portfolio Class A Shares 4.14% 7.82% 7.29%* 9.63% 13.41% 8.93% 7.93%* 05/01/87
- -----------------------------------------------------------------------------------------------------------------------------------
TCI Growth 22.89% 12.22% 10.65%* 29.36% 11.18% 13.38% 11.35%* 11/20/87
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

<PAGE>

MULTIPLE OPTION CONTRACTS
TABLE C

INSTALLMENT PAYMENT ACCOUNT FUND
($15 ANNUAL MAINTENANCE FEE) STANDARDIZED NON-STANDARDIZED INCEPTION
DATE
- ----------------------------------------------------------------------------------------------------------------------------------
SUBACCOUNT 1 Year 5 Years 10 Years 1 Year 3 Years 5 Years 10 Years
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Aetna Variable Fund 24.00% 10.89% 12.22% 30.53% 10.35% 12.03% 12.22% 04/30/75
- ---------------------------------------------------------------------------------------------------------------------------------
Aetna Income Shares 10.86% 7.32% 8.45% 16.70% 6.24% 8.43% 8.45% 06/01/78
- ---------------------------------------------------------------------------------------------------------------------------------
Aetna Variable Encore Fund (0.58%) 2.27% 4.84% 4.66% 3.07% 3.32% 4.84% 09/01/75
- ---------------------------------------------------------------------------------------------------------------------------------
Aetna Investment Advisers Fund, Inc. 19.29% 9.30% 8.45%* 25.57% 10.22% 10.42% 9.31%* 06/23/89
- ---------------------------------------------------------------------------------------------------------------------------------
Aetna Ascent Variable Portfolio 4.22%* n/a n/a 9.74%* n/a n/a n/a 07/03/95
- ---------------------------------------------------------------------------------------------------------------------------------
Aetna Crossroads Variable Portfolio 3.12%* n/a n/a 8.58%* n/a n/a n/a 07/03/95
- ---------------------------------------------------------------------------------------------------------------------------------
Aetna Legacy Variable Portfolio 2.11%* n/a n/a 7.51%* n/a n/a n/a 07/03/95
- ---------------------------------------------------------------------------------------------------------------------------------
Alger American Growth Portfolio 27.94% 18.93% 17.02%* 34.68% 17.66% 20.15% 17.89%* 01/08/89
- ---------------------------------------------------------------------------------------------------------------------------------
Alger American Small Cap Portfolio 35.32% 17.81% 20.16%* 42.45% 14.56% 19.03% 21.01%* 09/21/88
- ---------------------------------------------------------------------------------------------------------------------------------
Calvert Responsibly Invested Balanced
Portfolio 21.82% 8.63% 8.03%* 28.23% 9.28% 9.75% 8.63%* 09/04/86
- ---------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP II Contrafund Portfolio 30.97%* n/a n/a 37.86%* n/a n/a n/a 01/03/95
- ---------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Equity-Income Portfolio 26.79% 18.52% 11.29%* 33.41% 18.05% 19.75% 11.91%* 10/22/86
- ---------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Growth Portfolio 26.94% 17.98% 12.84%* 33.62% 15.81% 19.20% 13.47%* 11/07/86
- ---------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Overseas Portfolio 2.82% 5.61% 5.33%* 8.24% 13.78% 6.70% 5.94%* 02/13/87
- ---------------------------------------------------------------------------------------------------------------------------------
Franklin Government Securities Trust 10.35% 6.22% 6.98%* 16.16% 5.41% 7.32% 7.81%* 05/30/89
- ---------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Aggressive Growth Portfolio 19.54% 23.16%* n/a 25.84% 25.94%* n/a n/a 09/13/93
- ---------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Balanced Portfolio 16.98% 9.93%* n/a 23.14% 12.41%* n/a n/a 09/13/93
- ---------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Flexible Income Portfolio 16.14% 5.84%* n/a 22.25% 8.23%* n/a n/a 09/13/93
- ---------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Growth Portfolio 21.70% 11.05%* n/a 28.11% 13.55%* n/a n/a 09/13/93
- ---------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Short-Term Bond Portfolio 2.42% 0.82%* n/a 7.81% 3.10%* n/a n/a 09/13/93
- ---------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Worldwide Growth Portfolio 19.46% 16.48%* n/a 25.75% 19.11%* n/a n/a 09/13/93
- ---------------------------------------------------------------------------------------------------------------------------------
Lexington Natural Resources Trust 9.56% 3.68%* n/a 15.33% 5.64% 4.95%* n/a 10/14/91
- ---------------------------------------------------------------------------------------------------------------------------------
Neuberger & Berman Growth Portfolio 23.51% 11.05% 10.69% 30.02% 8.72% 12.20% 10.69% 12/31/85
- ---------------------------------------------------------------------------------------------------------------------------------
Scudder International Portfolio
Class A Shares 4.17% 7.84% 7.32%* 9.66% 13.44% 8.95% 7.95%* 05/01/87
- ---------------------------------------------------------------------------------------------------------------------------------
TCI Growth 22.92% 12.25% 10.69%* 29.39% 11.21% 13.41% 11.38%* 11/20/87
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<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 Date before the
first Annuity payment is due. Such value (less any applicable premium tax) is
applied to provide an Annuity in accordance with the Annuity and investment
options elected.

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

When the Annuity Period begins, the Annuitant is credited with a fixed number
of Annuity Units (which does not change thereafter) in each of the designated
investment options. This number is calculated by dividing (a) by (b), where
(a) is the amount of the first Annuity payment based on a particular
investment option, and (b) is the then current Annuity Unit value for that
investment option. As noted, Annuity Unit values fluctuate from one Valuation
Date to the next; such fluctuations reflect changes in the net investment
factor for the appropriate Subaccount(s) (with a ten Valuation Date lag which
gives the Company time to 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 Date prior to retirement was
$13.650000. This produces a total value of $40,950.

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

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

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

<PAGE>

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 Subaccounts 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
Subaccount being compared.

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

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

INDEPENDENT AUDITORS

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

<PAGE>

FINANCIAL STATEMENTS

VARIABLE ANNUITY ACCOUNT C

INDEX

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

S-1
<PAGE>

INDEPENDENT AUDITORS' REPORT

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

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

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

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

KPMG Peat Marwick LLP

Hartford, Connecticut
February 16, 1996

S-2

<PAGE>

VARIABLE ANNUITY ACCOUNT C

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

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

Net assets represented by:

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

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

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

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

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

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

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

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

S-7
<PAGE>
VARIABLE ANNUITY ACCOUNT C

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

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

See Notes to Financial Statements.

S-8
<PAGE>
VARIABLE ANNUITY ACCOUNT C

STATEMENTS OF CHANGES IN NET ASSETS

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

See Notes to Financial Statements.

S-9
<PAGE>
VARIABLE ANNUITY ACCOUNT C

NOTES TO FINANCIAL STATEMENTS - December 31, 1995

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

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

a. VALUATION OF INVESTMENTS

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

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

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

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

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

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

S-10

<PAGE>

VARIABLE ANNUITY ACCOUNT C

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

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

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

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

4. PURCHASES AND SALES OF INVESTMENTS

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

5. ESTIMATES

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

S-11

<PAGE>

VARIABLE ANNUITY ACCOUNT C

CONDENSED FINANCIAL INFORMATION

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

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

S-12
<PAGE>

VARIABLE ANNUITY ACCOUNT C

CONDENSED FINANCIAL INFORMATION

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

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

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

S-13
<PAGE>

VARIABLE ANNUITY ACCOUNT C

CONDENSED FINANCIAL INFORMATION

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

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

S-14
<PAGE>

VARIABLE ANNUITY ACCOUNT C

CONDENSED FINANCIAL INFORMATION

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

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

S-15
<PAGE>

VARIABLE ANNUITY ACCOUNT C

CONDENSED FINANCIAL INFORMATION

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

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

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

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

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

S-16
<PAGE>

VARIABLE ANNUITY ACCOUNT C

CONDENSED FINANCIAL INFORMATION

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

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

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

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

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

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

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

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

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

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

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

S-17
<PAGE>
CONSOLIDATED FINANCIAL STATEMENTS
AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
Index

<TABLE>
<CAPTION>
PAGE
---
<S> <C>
Independent Auditors' Report..................................... F-2
Consolidated Financial Statements:
Consolidated Statements of Income for the Years Ended
December 31, 1995, 1994 and 1993.............................. F-3
Consolidated Balance Sheets as of December 31, 1995 and 1994... F-4
Consolidated Statements of Changes in Shareholder's Equity for
the Years Ended
December 31, 1995, 1994 and 1993.............................. F-5
Consolidated Statements of Cash Flows for the Years Ended
December 31, 1995, 1994 and 1993.............................. F-6
Notes to Consolidated Financial Statements....................... F-7
</TABLE>

F-1
<PAGE>
INDEPENDENT AUDITORS' REPORT

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

We have audited the accompanying consolidated balance sheets of Aetna Life
Insurance and Annuity Company and Subsidiaries as of December 31, 1995 and 1994,
and the related consolidated statements of income, changes in shareholder's
equity and cash flows for each of the years in the three-year period ended
December 31, 1995. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Aetna Life Insurance
and Annuity Company and Subsidiaries as of December 31, 1995 and 1994, and the
results of their operations and their cash flows for each of the years in the
three-year period ended December 31, 1995, in conformity with generally accepted
accounting principles.

As discussed in Note 1 to the consolidated financial statements, in 1993 the
Company changed its methods of accounting for certain investments in debt and
equity securities.

KPMG Peat Marwick LLP

Hartford, Connecticut
February 6, 1996

F-2
<PAGE>
AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
(A wholly owned subsidiary of Aetna Retirement Services, Inc.)
Consolidated Statements of Income
(millions)

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
----------------------------
1995 1994 1993
-------- -------- --------
<S> <C> <C> <C>
Revenue:
Premiums............................................. $ 130.8 $ 124.2 $ 82.1
Charges assessed against policyholders............... 318.9 279.0 251.5
Net investment income................................ 1,004.3 917.2 911.9
Net realized capital gains........................... 41.3 1.5 9.5
Other income......................................... 42.0 10.3 9.5
-------- -------- --------
Total revenue...................................... 1,537.3 1,332.2 1,264.5
-------- -------- --------
Benefits and expenses:
Current and future benefits.......................... 915.3 854.1 818.4
Operating expenses................................... 318.7 235.2 207.2
Amortization of deferred policy acquisition costs.... 43.3 26.4 19.8
-------- -------- --------
Total benefits and expenses........................ 1,277.3 1,115.7 1,045.4
-------- -------- --------
Income before federal income taxes..................... 260.0 216.5 219.1
Federal income taxes................................. 84.1 71.2 76.2
-------- -------- --------
Net income............................................. $ 175.9 $ 145.3 $ 142.9
-------- -------- --------
-------- -------- --------
</TABLE>

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

F-3
<PAGE>
AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
(A wholly owned subsidiary of Aetna Retirement Services, Inc.)
Consolidated Balance Sheets
(millions)

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------
1995 1994
--------- ---------
<S> <C> <C>
ASSETS
- -------------------------------------------------------
Investments:
Debt securities, available for sale:
(amortized cost: $11,923.7 and $10,577.8)........... $12,720.8 $10,191.4
Equity securities, available for sale:
Non-redeemable preferred stock (cost: $51.3 and
$43.3)............................................ 57.6 47.2
Investment in affiliated mutual funds (cost: $173.4
and $187.1)....................................... 191.8 181.9
Common stock (cost: $6.9 at December 31, 1995)..... 8.2 --
Short-term investments............................... 15.1 98.0
Mortgage loans....................................... 21.2 9.9
Policy loans......................................... 338.6 248.7
Limited partnership.................................. -- 24.4
--------- ---------
Total investments................................ 13,353.3 10,801.5

Cash and cash equivalents.............................. 568.8 623.3
Accrued investment income.............................. 175.5 142.2
Premiums due and other receivables..................... 37.3 75.8
Deferred policy acquisition costs...................... 1,341.3 1,164.3
Reinsurance loan to affiliate.......................... 655.5 690.3
Other assets........................................... 26.2 15.9
Separate Accounts assets............................... 10,987.0 7,420.8
--------- ---------
Total assets..................................... $27,144.9 $20,934.1
--------- ---------
--------- ---------
LIABILITIES AND SHAREHOLDER'S EQUITY
- -------------------------------------------------------
Liabilities:
Future policy benefits............................... $ 3,594.6 $ 2,912.7
Unpaid claims and claim expenses..................... 27.2 23.8
Policyholders' funds left with the Company........... 10,500.1 8,949.3
--------- ---------
Total insurance reserve liabilities.............. 14,121.9 11,885.8
Other liabilities.................................... 259.2 302.1
Federal income taxes:
Current............................................ 24.2 3.4
Deferred........................................... 169.6 233.5
Separate Accounts liabilities........................ 10,987.0 7,420.8
--------- ---------
Total liabilities................................ 25,561.9 19,845.6
--------- ---------
--------- ---------
Shareholder's equity:
Common stock, par value $50 (100,000 shares
authorized;
55,000 shares issued and outstanding)............... 2.8 2.8
Paid-in capital...................................... 407.6 407.6
Net unrealized capital gains (losses)................ 132.5 (189.0)
Retained earnings.................................... 1,040.1 867.1
--------- ---------
Total shareholder's equity....................... 1,583.0 1,088.5
--------- ---------
Total liabilities and shareholder's equity..... $27,144.9 $20,934.1
--------- ---------
--------- ---------
</TABLE>

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

F-4
<PAGE>
AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
(A wholly owned subsidiary of Aetna Retirement Services, Inc.)
Consolidated Statements of Changes in Shareholder's Equity
(millions)

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
--------------------------------
1995 1994 1993
--------- --------- ---------
<S> <C> <C> <C>
Shareholder's equity, beginning of year................ $ 1,088.5 $ 1,246.7 $ 990.1
Net change in unrealized capital gains (losses)........ 321.5 (303.5) 113.7
Net income............................................. 175.9 145.3 142.9
Common stock dividends declared........................ (2.9) -- --
--------- --------- ---------
Shareholder's equity, end of year...................... $ 1,583.0 $ 1,088.5 $ 1,246.7
--------- --------- ---------
--------- --------- ---------
</TABLE>

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

F-5
<PAGE>
AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
(A wholly owned subsidiary of Aetna Retirement Services, Inc.)
Consolidated Statements of Cash Flows
(millions)

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
------------------------------------
1995 1994 1993
---------- ---------- ----------
<S> <C> <C> <C>
Cash Flows from Operating Activities:
Net income........................................... $ 175.9 $ 145.3 $ 142.9
Adjustments to reconcile net income to net cash
provided by operating activities:
Increase in accrued investment income.............. (33.3) (17.5) (11.1)
Decrease (increase) in premiums due and other
receivables....................................... 25.4 1.3 (5.6)
Increase in policy loans........................... (89.9) (46.0) (36.4)
Increase in deferred policy acquisition costs...... (177.0) (105.9) (60.5)
Decrease in reinsurance loan to affiliate.......... 34.8 27.8 31.8
Net increase in universal life account balances.... 393.4 164.7 126.4
Increase in other insurance reserve liabilities.... 79.0 75.1 86.1
Net increase in other liabilities and other
assets............................................ 15.0 53.9 7.0
Decrease in federal income taxes................... (6.5) (11.7) (3.7)
Net accretion of discount on bonds................. (66.4) (77.9) (88.1)
Net realized capital gains......................... (41.3) (1.5) (9.5)
Other, net......................................... -- (1.0) 0.2
---------- ---------- ----------
Net cash provided by operating activities........ 309.1 206.6 179.5
---------- ---------- ----------
Cash Flows from Investing Activities:
Proceeds from sales of:
Debt securities available for sale................. 4,207.2 3,593.8 473.9
Equity securities.................................. 180.8 93.1 89.6
Mortgage loans..................................... 10.7 -- --
Limited partnership................................ 26.6 -- --
Investment maturities and collections of:
Debt securities available for sale................. 583.9 1,289.2 2,133.3
Short-term investments............................. 106.1 30.4 19.7
Cost of investment purchases in:
Debt securities.................................... (6,034.0) (5,621.4) (3,669.2)
Equity securities.................................. (170.9) (162.5) (157.5)
Short-term investments............................. (24.7) (106.1) (41.3)
Mortgage loans..................................... (21.3) -- --
Limited partnership................................ -- (25.0) --
---------- ---------- ----------
Net cash used for investing activities........... (1,135.6) (908.5) (1,151.5)
---------- ---------- ----------
Cash Flows from Financing Activities:
Deposits and interest credited for investment
contracts........................................... 1,884.5 1,737.8 2,117.8
Withdrawals of investment contracts.................. (1,109.6) (948.7) (1,000.3)
Dividends paid to shareholder........................ (2.9) -- --
---------- ---------- ----------
Net cash provided by financing activities........ 772.0 789.1 1,117.5
---------- ---------- ----------

Net (decrease) increase in cash and cash equivalents... (54.5) 87.2 145.5
Cash and cash equivalents, beginning of year........... 623.3 536.1 390.6
---------- ---------- ----------
Cash and cash equivalents, end of year................. $ 568.8 $ 623.3 $ 536.1
---------- ---------- ----------
---------- ---------- ----------
Supplemental cash flow information:
Income taxes paid, net............................... $ 90.2 $ 82.6 $ 79.9
---------- ---------- ----------
---------- ---------- ----------
</TABLE>

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

F-6
<PAGE>
AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
(A wholly owned subsidiary of Aetna Retirement Services, Inc.)
Notes to Consolidated Financial Statements
December 31, 1995, 1994, and 1993

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Aetna Life Insurance and Annuity Company and its wholly owned subsidiaries
(collectively, the "Company") is a provider of financial services and life
insurance products in the United States. The Company has two business segments,
financial services and life insurance.

The financial services products include individual and group annuity contracts
which offer a variety of funding and distribution options for personal and
employer-sponsored retirement plans that qualify under Internal Revenue Code
Sections 401, 403, 408 and 457, and individual and group non-qualified annuity
contracts. These contracts may be immediate or deferred and are offered
primarily to individuals, pension plans, small businesses and employer-sponsored
groups in the health care, government, education (collectively "not-for-profit"
organizations) and corporate markets. Financial services also include pension
plan administrative services.

The life insurance products include universal life, variable universal life,
interest sensitive whole life and term insurance. These products are offered
primarily to individuals, small businesses, employer sponsored groups and
executives of Fortune 2000 companies.

BASIS OF PRESENTATION

The consolidated financial statements include Aetna Life Insurance and Annuity
Company and its wholly owned subsidiaries, Aetna Insurance Company of America
and Aetna Private Capital, Inc. Aetna Life Insurance and Annuity Company is a
wholly owned subsidiary of Aetna Retirement Services, Inc. ("ARSI"). ARSI is a
wholly owned subsidiary of Aetna Life and Casualty Company ("Aetna"). Two
subsidiaries, Systematized Benefits Administrators, Inc. ("SBA"), and Aetna
Investment Services, Inc. ("AISI"), which were previously reported in the
consolidated financial statements were distributed in the form of dividends to
ARSI in December of 1995. The impact to the Company's financial statements of
distributing these dividends was immaterial.

The consolidated financial statements have been prepared in conformity with
generally accepted accounting principles. Intercompany transactions have been
eliminated. Certain reclassifications have been made to 1994 and 1993 financial
information to conform to the 1995 presentation.

ACCOUNTING CHANGES

Accounting for Certain Investments in Debt and Equity Securities

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

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

F-7
<PAGE>
AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
(A wholly owned subsidiary of Aetna Retirement Services, Inc.)
Notes to Consolidated Financial Statements (continued)
December 31, 1995, 1994, and 1993

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ from reported results using those estimates.

CASH AND CASH EQUIVALENT

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

INVESTMENTS

Debt Securities

At December 31, 1995 and 1994, all of the Company's debt securities are
classified as available for sale and carried at fair value. These securities are
written down (as realized losses) for other than temporary decline in value.
Unrealized gains and losses related to these securities, after deducting amounts
allocable to experience-rated contractholders and related taxes, are reflected
in shareholder's equity.

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

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

Equity Securities

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

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

Mortgage Loans and Policy Loans

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

F-8
<PAGE>
AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
(A wholly owned subsidiary of Aetna Retirement Services, Inc.)
Notes to Consolidated Financial Statements (continued)
December 31, 1995, 1994, and 1993

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Limited Partnership

The Company's limited partnership investment was carried at the amount invested
plus the Company's share of undistributed operating results and unrealized gains
(losses), which approximates fair value. The Company disposed of the limited
partnership during 1995.

Short-Term Investments

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

DEFERRED POLICY ACQUISITION COSTS

Certain costs of acquiring insurance business have been deferred. These costs,
all of which vary with and are primarily related to the production of new
business, consist principally of commissions, certain expenses of underwriting
and issuing contracts and certain agency expenses. For fixed ordinary life
contracts, such costs are amortized over expected premium-paying periods. For
universal life and certain annuity contracts, such costs are amortized in
proportion to estimated gross profits and adjusted to reflect actual gross
profits. These costs are amortized over twenty years for annuity pension
contracts, and over the contract period for universal life contracts.

Deferred policy acquisition costs are written off to the extent that it is
determined that future policy premiums and investment income or gross profits
would not be adequate to cover related losses and expenses.

INSURANCE RESERVE LIABILITIES

The Company's liabilities include reserves related to fixed ordinary life, fixed
universal life and fixed annuity contracts. Reserves for future policy benefits
for fixed ordinary life contracts are computed on the basis of assumed
investment yield, assumed mortality, withdrawals and expenses, including a
margin for adverse deviation, which generally vary by plan, year of issue and
policy duration. Reserve interest rates range from 2.25% to 10.00%. Assumed
investment yield is based on the Company's experience. Mortality and withdrawal
rate assumptions are based on relevant Aetna experience and are periodically
reviewed against both industry standards and experience.

Reserves for fixed universal life (included in Future Policy Benefits) and fixed
deferred annuity contracts (included in Policyholders' Funds Left With the
Company) are equal to the fund value. The fund value is equal to cumulative
deposits less charges plus credited interest thereon, without reduction for
possible future penalties assessed on premature withdrawal. For guaranteed
interest options, the interest credited ranged from 4.00% to 6.38% in 1995 and
4.00% to 5.85% in 1994. For all other fixed options, the interest credited
ranged from 5.00% to 7.00% in 1995 and 5.00% to 7.50% in 1994.

Reserves for fixed annuity contracts in the annuity period and for future
amounts due under settlement options are computed actuarially using the 1971
Individual Annuity Mortality Table, the 1983 Individual Annuity Mortality Table,
the

F-9
<PAGE>
AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
(A wholly owned subsidiary of Aetna Retirement Services, Inc.)
Notes to Consolidated Financial Statements (continued)
December 31, 1995, 1994, and 1993

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
1983 Group Annuity Mortality Table and, in some cases, mortality improvement
according to scales G and H, at assumed interest rates ranging from 3.5% to
9.5%. Reserves relating to contracts with life contingencies are included in
Future Policy Benefits. For other contracts, the reserves are reflected in
Policyholders' Funds Left With the Company.

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

PREMIUMS, CHARGES ASSESSED AGAINST POLICYHOLDERS, BENEFITS AND EXPENSES

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

SEPARATE ACCOUNTS

Assets held under variable universal life, variable life and variable annuity
contracts are segregated in Separate Accounts and are invested, as designated by
the contractholder or participant under a contract, in shares of Aetna Variable
Fund, Aetna Income Shares, Aetna Variable Encore Fund, Aetna Investment Advisers
Fund, Inc., Aetna GET Fund, or The Aetna Series Fund Inc., which are managed by
the Company or other selected mutual funds not managed by the Company. Separate
Accounts assets and liabilities are carried at fair value except for those
relating to a guaranteed interest option which is offered through a Separate
Account. The assets of the Separate Account supporting the guaranteed interest
option are carried at an amortized cost of $322.2 million for 1995 (fair value
$343.9 million) and $149.7 million for 1994 (fair value $146.3 million), since
the Company bears the investment risk where the contract is held to maturity.
Reserves relating to the guaranteed interest option are maintained at fund value
and reflect interest credited at rates ranging from 4.5% to 8.38% in both 1995
and 1994. Separate Accounts assets and liabilities are shown as separate
captions in the Consolidated Balance Sheets. Deposits, investment income and net
realized and unrealized capital gains (losses) of the Separate Accounts are not
reflected in the Consolidated Statements of Income (with the exception of
realized capital gains (losses) on the sale of assets supporting the guaranteed
interest option). The Consolidated Statements of Cash Flows do not reflect
investment activity of the Separate Accounts.

FEDERAL INCOME TAXES

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

F-10
<PAGE>
AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
(A wholly owned subsidiary of Aetna Retirement Services, Inc.)
Notes to Consolidated Financial Statements (continued)
December 31, 1995, 1994, and 1993

2. INVESTMENTS
Investments in debt securities available for sale as of December 31, 1995 were
as follows:

<TABLE>
<CAPTION>
GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED FAIR
COST GAINS LOSSES VALUE
--------- ---------- ---------- ---------
(MILLIONS)
<S> <C> <C> <C> <C>
U.S. Treasury securities and obligations of
U.S. government agencies and corporations... $ 539.5 $ 47.5 $ -- $ 587.0
Obligations of states and political
subdivisions................................ 41.4 12.4 -- 53.8
U.S. Corporate securities:
Financial.................................. 2,764.4 110.3 2.1 2,872.6
Utilities.................................. 454.4 27.8 1.0 481.2
Other...................................... 2,177.7 159.5 1.2 2,336.0
--------- ---------- ----- ---------
Total U.S. Corporate securities............ 5,396.5 297.6 4.3 5,689.8
Foreign securities:
Government................................. 316.4 26.1 2.0 340.5
Financial.................................. 534.2 45.4 3.5 576.1
Utilities.................................. 236.3 32.9 -- 269.2
Other...................................... 215.7 15.1 -- 230.8
--------- ---------- ----- ---------
Total Foreign securities................... 1,302.6 119.5 5.5 1,416.6
Residential mortgage-backed securities:
Residential pass-throughs.................. 556.7 99.2 1.8 654.1
Residential CMOs........................... 2,383.9 167.6 2.2 2,549.3
--------- ---------- ----- ---------
Total Residential mortgage-backed
securities................................ 2,940.6 266.8 4.0 3,203.4
Commercial/Multifamily mortgage-backed
securities.................................. 741.9 32.3 0.2 774.0
--------- ---------- ----- ---------
Total Mortgage-backed securities........... 3,682.5 299.1 4.2 3,977.4
Other asset-backed securities................ 961.2 35.5 0.5 996.2
--------- ---------- ----- ---------
Total debt securities available for sale..... $11,923.7 $811.6 $14.5 $12,720.8
--------- ---------- ----- ---------
--------- ---------- ----- ---------
</TABLE>

F-11
<PAGE>
AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
(A wholly owned subsidiary of Aetna Retirement Services, Inc.)
Notes to Consolidated Financial Statements (continued)
December 31, 1995, 1994, and 1993

2. INVESTMENTS (CONTINUED)
Investments in debt securities available for sale as of December 31, 1994 were
as follows:

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

At December 31, 1995 and 1994, net unrealized appreciation (depreciation) of
$797.1 million and $(386.4) million, respectively, on available for sale debt
securities included $619.1 million and $(308.6) million, respectively, related
to experience-rated contractholders, which were not included in shareholder's
equity.

F-12
<PAGE>
AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
(A wholly owned subsidiary of Aetna Retirement Services, Inc.)
Notes to Consolidated Financial Statements (continued)
December 31, 1995, 1994, and 1993

2. INVESTMENTS (CONTINUED)
The amortized cost and fair value of debt securities for the year ended December
31, 1995 are shown below by contractual maturity. Actual maturities may differ
from contractual maturities because securities may be restructured, called, or
prepaid.

<TABLE>
<CAPTION>
AMORTIZED FAIR
COST VALUE
--------- ---------
(MILLIONS)
<S> <C> <C>
Due to mature:
One year or less..................................... $ 348.8 $ 351.1
After one year through five years.................... 2,100.2 2,159.5
After five years through ten years................... 2,516.0 2,663.4
After ten years...................................... 2,315.0 2,573.2
Mortgage-backed securities........................... 3,682.5 3,977.4
Other asset-backed securities........................ 961.2 996.2
--------- ---------
Total................................................ $11,923.7 $12,720.8
--------- ---------
--------- ---------
</TABLE>

The Company engages in securities lending whereby certain securities from its
portfolio are loaned to other institutions for short periods of time. Cash
collateral, which is in excess of the market value of the loaned securities, is
deposited by the borrower with a lending agent, and retained and invested by the
lending agent to generate additional income for the Company. The market value of
the loaned securities is monitored on a daily basis with additional collateral
obtained or refunded as the market value fluctuates. At December 31, 1995, the
Company had loaned securities (which are reflected as invested assets on the
Consolidated Balance Sheets) with a market value of approximately $264.5
million.

At December 31, 1995 and 1994, debt securities carried at $7.4 million and $7.0
million, respectively, were on deposit as required by regulatory authorities.

The valuation reserve for mortgage loans was $3.1 million at December 31, 1994.
There was no valuation reserve for mortgage loans at December 31, 1995. The
carrying value of non-income producing investments was $0.1 million and $0.2
million at December 31, 1995 and 1994, respectively.

F-13
<PAGE>
AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
(A wholly owned subsidiary of Aetna Retirement Services, Inc.)
Notes to Consolidated Financial Statements (continued)
December 31, 1995, 1994, and 1993

2. INVESTMENTS (CONTINUED)
Investments in a single issuer, other than obligations of the U.S. government,
with a carrying value in excess of 10% of the Company's shareholder's equity at
December 31, 1995 are as follows:

<TABLE>
<CAPTION>
AMORTIZED
DEBT SECURITIES COST FAIR VALUE
---------- ----------
(MILLIONS)
<S> <C> <C>
General Electric Corporation........................... $ 314.9 $ 329.3
General Motors Corporation............................. 273.9 284.5
Associates Corporation of North America................ 230.2 239.1
Society National Bank.................................. 203.5 222.3
Ciesco, L.P............................................ 194.9 194.9
Countrywide Funding.................................... 171.2 172.7
Baxter International................................... 168.9 168.9
Time Warner............................................ 158.6 166.1
Ford Motor Company..................................... 156.7 162.6
</TABLE>

The portfolio of debt securities at December 31, 1995 and 1994 included $662.5
million and $318.3 million, respectively, (5% and 3%, respectively, of the debt
securities) of investments that are considered "below investment grade". "Below
investment grade" securities are defined to be securities that carry a rating
below BBB-/Baa3, by Standard & Poors/ Moody's Investor Services, respectively.
The increase in below investment grade securities is the result of a change in
investment strategy, which has reduced the Company's holdings in residential
mortgage-back securities and increased the Company's holdings in corporate
securities. Residential mortgage-back securities are subject to higher
prepayment risk and lower credit risk, while corporate securities earning a
comparable yield are subject to higher credit risk and lower prepayment risk. We
expect the percentage of below investment grade securities will increase in
1996, but we expect that the overall average quality of the portfolio of debt
securities will remain at AA-. Of these below investment grade assets, $14.5
million and $31.8 million, at December 31, 1995 and 1994, respectively, were
investments that were purchased at investment grade, but whose ratings have
since been downgraded.

Included in residential mortgage-back securities are collateralized mortgage
obligations ("CMOs") with carrying values of $2.5 billion and $2.6 billion at
December 31, 1995 and 1994, respectively. The principal risks inherent in
holding CMOs are prepayment and extension risks related to dramatic decreases
and increases in interest rates whereby the CMOs would be subject to repayments
of principal earlier or later than originally anticipated. At December 31, 1995
and 1994, approximately 79% and 85%, respectively, of the Company's CMO holdings
consisted of sequential and planned amortization class debt securities which are
subject to less prepayment and extension risk than other CMO instruments. At
December 31, 1995 and 1994, approximately 81% and 82%, respectively, of the
Company's CMO holdings were collateralized by residential mortgage loans, on
which the timely payment of principal and interest was backed by specified
government agencies (e.g., GNMA, FNMA, FHLMC).

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

F-14
<PAGE>
AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
(A wholly owned subsidiary of Aetna Retirement Services, Inc.)
Notes to Consolidated Financial Statements (continued)
December 31, 1995, 1994, and 1993

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

At December 31, 1995 and 1994, approximately 3% and 4%, respectively, of the
Company's CMO holdings consisted of interest-only strips ("IOs") or
principal-only strips ("POs"). IOs receive payments of interest and POs receive
payments of principal on the underlying pool of mortgages. The risk inherent in
holding POs is extension risk related to dramatic increases in interest rates
whereby the future payments due on POs could be repaid much slower than
originally anticipated. The extension risks inherent in holding POs was
mitigated somewhat by offsetting positions in IOs. During dramatic increases in
interest rates, IOs would generate more future payments than originally
anticipated.

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

Investments in available for sale equity securities were as follows:

<TABLE>
<CAPTION>
GROSS GROSS
UNREALIZED UNREALIZED
COST GAINS LOSSES FAIR VALUE
------ ---------- ---------- ----------
(MILLIONS)
<S> <C> <C> <C> <C>
1995
Equity Securities................ $231.6 $ 27.2 $ 1.2 $ 257.6
------ ----- --- ----------
1994
Equity Securities................ $230.5 $ 6.5 $ 7.9 $ 229.1
------ ----- --- ----------
</TABLE>

3. CAPITAL GAINS AND LOSSES ON INVESTMENT OPERATIONS
Realized capital gains or losses are the difference between proceeds received
from investments sold or prepaid, and amortized cost. Net realized capital gains
as reflected in the Consolidated Statements of Income are after deductions for
net realized capital gains (losses) allocated to experience-rated contracts of
$61.1 million, $(29.1) million and $(54.8) million for the years ended December
31, 1995, 1994, and 1993, respectively. Net realized capital gains (losses)
allocated to experience-rated contracts are deferred and subsequently reflected
in credited rates on an amortized basis. Net unamortized gains (losses),
reflected as a component of Policyholders' Funds Left With the Company, were
$7.3 million and $(50.7) million at the end of December 31, 1995 and 1994,
respectively.

Changes to the mortgage loan valuation reserve and writedowns on debt securities
are included in net realized capital gains (losses) and amounted to $3.1
million, $1.1 million and $(98.5) million, of which $2.2 million, $0.8 million
and $(91.5) million were allocable to experience-rated contractholders, for the
years ended December 31, 1995, 1994 and 1993, respectively. The 1993 losses were
primarily related to writedowns of interest-only mortgage-backed securities to
their fair value.

F-15
<PAGE>
AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
(A wholly owned subsidiary of Aetna Retirement Services, Inc.)
Notes to Consolidated Financial Statements (continued)
December 31, 1995, 1994, and 1993

3. CAPITAL GAINS AND LOSSES ON INVESTMENT OPERATIONS (CONTINUED)
Net realized capital gains (losses) on investments, net of amounts allocated to
experience-rated contracts, were as follows:

<TABLE>
<CAPTION>
1995 1994 1993
----- ----- ------
(MILLIONS)
<S> <C> <C> <C>
Debt securities........................................ $32.8 $ 1.0 $ 9.6
Equity securities...................................... 8.3 0.2 0.1
Mortgage loans......................................... 0.2 0.3 (0.2)
----- ----- ------
Pretax realized capital gains.......................... $41.3 $ 1.5 $ 9.5
----- ----- ------
After-tax realized capital gains....................... $25.8 $ 1.0 $ 6.2
----- ----- ------
</TABLE>

Gross gains of $44.6 million, $26.6 million and $33.3 million and gross losses
of $11.8 million, $25.6 million and $23.7 million were realized from the sales
of investments in debt securities in 1995, 1994 and 1993, respectively.

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

<TABLE>
<CAPTION>
1995 1994 1993
------ -------- ------
(MILLIONS)
<S> <C> <C> <C>
Debt securities........................................ $255.9 $ (242.1) $164.3
Equity securities...................................... 27.3 (13.3) 10.6
Limited partnership.................................... 1.8 (1.8) --
------ -------- ------
285.0 (257.2) 174.9
Deferred federal income taxes (See Note 6)............. (36.5) 46.3 61.2
------ -------- ------
Net change in unrealized capital gains (losses)........ $321.5 $ (303.5) $113.7
------ -------- ------
------ -------- ------
</TABLE>

Net unrealized capital gains (losses) allocable to experience-rated contracts of
$515.0 million and $104.1 million at December 31, 1995 and $(260.9) million and
$(47.7) million at December 31, 1994 are reflected on the Consolidated Balance
Sheet in Policyholders' Funds Left With the Company and Future Policy Benefits,
respectively, and are not included in shareholder's equity.

F-16
<PAGE>
AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
(A wholly owned subsidiary of Aetna Retirement Services, Inc.)
Notes to Consolidated Financial Statements (continued)
December 31, 1995, 1994, and 1993

3. CAPITAL GAINS AND LOSSES ON INVESTMENT OPERATIONS (CONTINUED)
Shareholder's equity included the following unrealized capital gains (losses),
which are net of amounts allocable to experience-rated contractholders, at
December 31:

<TABLE>
<CAPTION>
1995 1994 1993
------ ------- -------
(MILLIONS)
<S> <C> <C> <C>
Debt securities
Gross unrealized capital gains....................... $179.3 $ 27.4 $ 164.3
Gross unrealized capital losses...................... (1.3) (105.2) --
------ ------- -------
178.0 (77.8) 164.3
Equity securities
Gross unrealized capital gains....................... 27.2 6.5 12.0
Gross unrealized capital losses...................... (1.2) (7.9) (0.1)
------ ------- -------
26.0 (1.4) 11.9
Limited Partnership
Gross unrealized capital gains....................... -- -- --
Gross unrealized capital losses...................... -- (1.8) --
------ ------- -------
Deferred federal income taxes (See Note 6)............. 71.5 108.0 61.7
------ ------- -------
Net unrealized capital gains (losses).................. $132.5 $(189.0) $ 114.5
------ ------- -------
------ ------- -------
</TABLE>

4. NET INVESTMENT INCOME
Sources of net investment income were as follows:

<TABLE>
<CAPTION>
1995 1994 1993
-------- ------ ------
(MILLIONS)
<S> <C> <C> <C>
Debt securities........................................ $ 891.5 $823.9 $828.0
Preferred stock........................................ 4.2 3.9 2.3
Investment in affiliated mutual funds.................. 14.9 5.2 2.9
Mortgage loans......................................... 1.4 1.4 1.5
Policy loans........................................... 13.7 11.5 10.8
Reinsurance loan to affiliate.......................... 46.5 51.5 53.3
Cash equivalents....................................... 38.9 29.5 16.8
Other.................................................. 8.4 6.7 7.7
-------- ------ ------
Gross investment income................................ 1,019.5 933.6 923.3
Less investment expenses............................... (15.2) (16.4) (11.4)
-------- ------ ------
Net investment income.................................. $1,004.3 $917.2 $911.9
-------- ------ ------
-------- ------ ------
</TABLE>

Net investment income includes amounts allocable to experience-rated
contractholders of $744.2 million, $677.1 million and $661.3 million for the
years ended December 31, 1995, 1994 and 1993, respectively. Interest credited to
contractholders is included in Current and Future Benefits.

F-17
<PAGE>
AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
(A wholly owned subsidiary of Aetna Retirement Services, Inc.)
Notes to Consolidated Financial Statements (continued)
December 31, 1995, 1994, and 1993

5. DIVIDEND RESTRICTIONS AND SHAREHOLDER'S EQUITY
The Company distributed $2.9 million in the form of dividends of two of its
subsidiaries, SBA and AISI, to Aetna Retirement Services, Inc. in 1995.

The amount of dividends that may be paid to the shareholder in 1996 without
prior approval by the Insurance Commissioner of the State of Connecticut is
$70.0 million.

The Insurance Department of the State of Connecticut (the "Department")
recognizes as net income and shareholder's equity those amounts determined in
conformity with statutory accounting practices prescribed or permitted by the
Department, which differ in certain respects from generally accepted accounting
principles. Statutory net income was $70.0 million, $64.9 million and $77.6
million for the years ended December 31, 1995, 1994 and 1993, respectively.
Statutory shareholder's equity was $670.7 million and $615.0 million as of
December 31, 1995 and 1994, respectively.

At December 31, 1995 and December 31, 1994, the Company does not utilize any
statutory accounting practices which are not prescribed by insurance regulators
that, individually or in the aggregate, materially affect statutory
shareholder's equity.

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

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

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

<TABLE>
<CAPTION>
1995 1994 1993
----- ----- -------
(MILLIONS)
<S> <C> <C> <C>
Current taxes (benefits):
Income from operations............................... $82.9 $78.7 $ 87.1
Net realized capital gains........................... 28.5 (33.2) 18.1
----- ----- -------
111.4 45.5 105.2
----- ----- -------
Deferred taxes (benefits):
Income from operations............................... (14.4) (8.0) (14.2)
Net realized capital gains........................... (12.9) 33.7 (14.8)
----- ----- -------
(27.3) 25.7 (29.0)
----- ----- -------
Total................................................ $84.1 $71.2 $ 76.2
----- ----- -------
----- ----- -------
</TABLE>

F-18
<PAGE>
AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
(A wholly owned subsidiary of Aetna Retirement Services, Inc.)
Notes to Consolidated Financial Statements (continued)
December 31, 1995, 1994, and 1993

6. FEDERAL INCOME TAXES (CONTINUED)
Income tax expense was different from the amount computed by applying the
federal income tax rate to income before federal income taxes for the following
reasons:

<TABLE>
<CAPTION>
1995 1994 1993
------ ------ ------
(MILLIONS)
<S> <C> <C> <C>
Income before federal income taxes..................... $260.0 $216.5 $219.1
Tax rate............................................... 35% 35% 35%
------ ------ ------
Application of the tax rate............................ 91.0 75.8 76.7
------ ------ ------
Tax effect of:
Excludable dividends................................. (9.3) (8.6) (8.7)
Tax reserve adjustments.............................. 3.9 2.9 4.7
Reinsurance transaction.............................. (0.5) 1.9 (0.2)
Tax rate change on deferred liabilities.............. -- -- 3.7
Other, net........................................... (1.0) (0.8) --
------ ------ ------
Income tax expense................................... $ 84.1 $ 71.2 $ 76.2
------ ------ ------
------ ------ ------
</TABLE>

The tax effects of temporary differences that give rise to deferred tax assets
and deferred tax liabilities at December 31 are presented below:

<TABLE>
<CAPTION>
1995 1994
------ ------
(MILLIONS)
<S> <C> <C>
Deferred tax assets:
Insurance reserves................................... $290.4 $211.5
Net unrealized capital losses........................ -- 136.3
Unrealized gains allocable to experience-rated
contracts........................................... 216.7 --
Investment losses not currently deductible........... 7.3 15.5
Postretirement benefits other than pensions.......... 7.7 8.4
Other................................................ 32.0 28.3
------ ------
Total gross assets..................................... 554.1 400.0
Less valuation allowance............................... -- 136.3
------ ------
Deferred tax assets, net of valuation.................. 554.1 263.7
Deferred tax liabilities:
Deferred policy acquisition costs.................... 433.0 385.2
Unrealized losses allocable to experience-rated
contracts........................................... -- 108.0
Market discount...................................... 4.4 3.6
Net unrealized capital gains......................... 288.2 --
Other................................................ (1.9) 0.4
------ ------
Total gross liabilities................................ 723.7 497.2
------ ------
Net deferred tax liability............................. $169.6 $233.5
------ ------
------ ------
</TABLE>

F-19
<PAGE>
AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
(A wholly owned subsidiary of Aetna Retirement Services, Inc.)
Notes to Consolidated Financial Statements (continued)
December 31, 1995, 1994, and 1993

6. FEDERAL INCOME TAXES (CONTINUED)
Net unrealized capital gains and losses are presented in shareholder's equity
net of deferred taxes. At December 31, 1994, $81.0 million of net unrealized
capital losses were reflected in shareholder's equity without deferred tax
benefits. As of December 31, 1995, no valuation allowance was required for
unrealized capital gains and losses. The reversal of the valuation allowance had
no impact on net income in 1995.

The "Policyholders' Surplus Account," which arose under prior tax law, is
generally that portion of a life insurance company's statutory income that has
not been subject to taxation. As of December 31, 1983, no further additions
could be made to the Policyholders' Surplus Account for tax return purposes
under the Deficit Reduction Act of 1984. The balance in such account was
approximately $17.2 million at December 31, 1995. This amount would be taxed
only under certain conditions. No income taxes have been provided on this amount
since management believes the conditions under which such taxes would become
payable are remote.

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

7. BENEFIT PLANS
Employee Pension Plans--The Company, in conjunction with Aetna, has
non-contributory defined benefit pension plans covering substantially all
employees. The plans provide pension benefits based on years of service and
average annual compensation (measured over sixty consecutive months of highest
earnings in a 120 month period). Contributions are determined using the
Projected Unit Credit Method and, for qualified plans subject to ERISA
requirements, are limited to the amounts that are currently deductible for tax
reporting purposes. The accumulated benefit obligation and plan assets are
recorded by Aetna. The accumulated plan assets exceed accumulated plan benefits.
There has been no funding to the plan for the years 1993 through 1995, and
therefore, no expense has been recorded by the Company.

Agent Pension Plans--The Company, in conjunction with Aetna, has a non-qualified
pension plan covering certain agents. The plan provides pension benefits based
on annual commission earnings. The accumulated plan assets exceed accumulated
plan benefits. There has been no funding to the plan for the years 1993 through
1995, and therefore, no expense has been recorded by the Company.

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

The cost to the Company associated with the Aetna postretirement plans for 1995,
1994 and 1993 were $1.4 million, $1.0 million and $0.8 million, respectively.

Agent Postretirement Benefits--The Company, in conjunction with Aetna, also
provides certain postemployment health care and life insurance benefits for
certain agents.

F-20
<PAGE>
AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
(A wholly owned subsidiary of Aetna Retirement Services, Inc.)
Notes to Consolidated Financial Statements (continued)
December 31, 1995, 1994, and 1993

7. BENEFIT PLANS (CONTINUED)

The cost to the Company associated to the agents' postretirement plans for 1995,
1994 and 1993 were $0.8 million, $0.7 million and $0.6 million, respectively.

Incentive Savings Plan--Substantially all employees are eligible to participate
in a savings plan under which designated contributions, which may be invested in
common stock of Aetna or certain other investments, are matched, up to 5% of
compensation, by Aetna. Pretax charges to operations for the incentive savings
plan were $4.9 million, $3.3 million and $3.1 million in 1995, 1994 and 1993,
respectively.

Stock Plans--Aetna has a stock incentive plan that provides for stock options
and deferred contingent common stock or cash awards to certain key employees.
Aetna also has a stock option plan under which executive and middle management
employees of Aetna may be granted options to purchase common stock of Aetna at
the market price on the date of grant or, in connection with certain business
combinations, may be granted options to purchase common stock on different
terms. The cost to the Company associated with the Aetna stock plans for 1995,
1994 and 1993, was $6.3 million, $1.7 million and $0.4 million, respectively.

8. RELATED PARTY TRANSACTIONS
The Company is compensated by the Separate Accounts for bearing mortality and
expense risks pertaining to variable life and annuity contracts. Under the
insurance contracts, the Separate Accounts pay the Company a daily fee which, on
an annual basis, ranges, depending on the product, from .25% to 1.80% of their
average daily net assets. The Company also receives fees from the variable life
and annuity mutual funds and The Aetna Series Fund for serving as investment
adviser. Under the advisory agreements, the Funds pay the Company a daily fee
which, on an annual basis, ranges, depending on the fund, from .25% to 1.00% of
their average daily net assets. The advisory agreements also call for the
variable funds to pay their own administrative expenses and for The Aetna Series
Fund to pay certain administrative expenses. The Company also receives fees
(expressed as a percentage of the average daily net assets) from The Aetna
Series Fund for providing administration, shareholder services and promoting
sales. The amount of compensation and fees received from the Separate Accounts
and Funds, included in Charges Assessed Against Policyholders, amounted to
$128.1 million, $104.6 million and $93.6 million in 1995, 1994 and 1993,
respectively. The Company may waive advisory fees at its discretion.

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

Since 1981, all domestic individual non-participating life insurance of Aetna
and its subsidiaries has been issued by the Company. Effective December 31,
1988, the Company entered into a reinsurance agreement with Aetna Life Insurance
Company ("Aetna Life") in which substantially all of the non-participating
individual life and annuity business written by Aetna Life prior to 1981 was
assumed by the Company. A $108.0 million commission, paid by the Company to
Aetna Life in 1988, was capitalized as deferred policy acquisition costs. The
Company maintained insurance reserves of $655.5 million and $690.3 million as of
December 31, 1995 and 1994, respectively, relating to the business assumed. In
consideration for the assumption of this business, a loan was established
relating to the assets held by Aetna Life which support the insurance reserves.
The loan is being reduced in accordance with the decrease in the reserves. The
fair value of this loan was $663.5 million and $630.3 million as of December 31,
1995 and 1994, respectively, and is based upon the fair value of the underlying
assets. Premiums of $28.0 million, $32.8 million and $33.3 million and current
and future benefits of $43.0 million, $43.8 million and $55.4 million were
assumed in 1995, 1994 and 1993, respectively.

F-21
<PAGE>
AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
(A wholly owned subsidiary of Aetna Retirement Services, Inc.)
Notes to Consolidated Financial Statements (continued)
December 31, 1995, 1994, and 1993

8. RELATED PARTY TRANSACTIONS (CONTINUED)
Investment income of $46.5 million, $51.5 million and $53.3 million was
generated from the reinsurance loan to affiliate in 1995, 1994 and 1993,
respectively. Net income of approximately $18.4 million, $25.1 million and $13.6
million resulted from this agreement in 1995, 1994 and 1993, respectively.

On December 16, 1988, the Company assumed $25.0 million of premium revenue from
Aetna Life for the purchase and administration of a life contingent single
premium variable payout annuity contract. In addition, the Company also is
responsible for administering fixed annuity payments that are made to annuitants
receiving variable payments. Reserves of $28.0 million and $24.2 million were
maintained for this contract as of December 31, 1995 and 1994, respectively.

Effective February 1, 1992, the Company increased its retention limit per
individual life to $2.0 million and entered into a reinsurance agreement with
Aetna Life to reinsure amounts in excess of this limit, up to a maximum of $8.0
million on any new individual life business, on a yearly renewable term basis.
Premium amounts related to this agreement were $3.2 million, $1.3 million and
$0.6 million for 1995, 1994 and 1993, respectively.

The Company received no capital contributions in 1995, 1994 or 1993.

The Company distributed $2.9 million in the form of dividends of two of its
subsidiaries, SBA and AISI, to Aetna Retirement Services, Inc. in 1995.

Premiums due and other receivables include $5.7 million and $27.6 million due
from affiliates in 1995 and 1994, respectively. Other liabilities include $12.4
million and $27.9 million due to affiliates for 1995 and 1994, respectively.

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

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

F-22
<PAGE>
AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
(A wholly owned subsidiary of Aetna Retirement Services, Inc.)
Notes to Consolidated Financial Statements (continued)
December 31, 1995, 1994, and 1993

9. REINSURANCE (CONTINUED)
The following table includes premium amounts ceded/assumed to/from affiliated
companies as discussed in Note 8 above.
<TABLE>
<CAPTION>
CEDED TO ASSUMED
DIRECT OTHER FROM OTHER
AMOUNT COMPANIES COMPANIES
--------- ------------- -------------
(MILLIONS)
<S> <C> <C> <C>
1995
Premiums:
Life Insurance.................................................................. $ 28.8 $ 8.6 $ 28.0
Accident and Health Insurance................................................... 7.5 7.5 --
Annuities....................................................................... 82.1 -- 0.5
--------- ----- -----
Total earned premiums........................................................... $ 118.4 $ 16.1 $ 28.5
--------- ----- -----
--------- ----- -----

1994
Premiums:
Life Insurance.................................................................. $ 27.3 $ 6.0 $ 32.8
Accident and Health Insurance................................................... 9.3 9.3 --
Annuities....................................................................... 69.9 -- 0.2
--------- ----- -----
Total earned premiums........................................................... $ 106.5 $ 15.3 $ 33.0
--------- ----- -----
--------- ----- -----
1993
Premiums:
Life Insurance.................................................................. $ 22.4 $ 5.6 $ 33.3
Accident and Health Insurance................................................... 12.9 12.9 --
Annuities....................................................................... 31.3 -- 0.7
--------- ----- -----
Total earned premiums........................................................... $ 66.6 $ 18.5 $ 34.0
--------- ----- -----
--------- ----- -----

NET
AMOUNT
---------

<S> <C>
1995
Premiums:
Life Insurance.................................................................. $ 48.2
Accident and Health Insurance................................................... --
Annuities....................................................................... 82.6
---------
Total earned premiums........................................................... $ 130.8
---------
---------
1994
Premiums:
Life Insurance.................................................................. $ 54.1
Accident and Health Insurance................................................... --
Annuities....................................................................... 70.1
---------
Total earned premiums........................................................... $ 124.2
---------
---------
1993
Premiums:
Life Insurance.................................................................. $ 50.1
Accident and Health Insurance................................................... --
Annuities....................................................................... 32.0
---------
Total earned premiums........................................................... $ 82.1
---------
---------
</TABLE>

F-23
<PAGE>
AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
(A wholly owned subsidiary of Aetna Retirement Services, Inc.)
Notes to Consolidated Financial Statements (continued)
December 31, 1995, 1994, and 1993

10. FINANCIAL INSTRUMENTS

ESTIMATED FAIR VALUE

The carrying values and estimated fair values of the Company's financial
instruments at December 31, 1995 and 1994 were as follows:

<TABLE>
<CAPTION>
1995 1994
-------------------- --------------------
CARRYING FAIR CARRYING FAIR
VALUE VALUE VALUE VALUE
--------- --------- --------- ---------
(MILLIONS)
<S> <C> <C> <C> <C>
Assets:
Cash and cash equivalents................................. $ 568.8 $ 568.8 $ 623.3 $ 623.3
Short-term investments.................................... 15.1 15.1 98.0 98.0
Debt securities........................................... 12,720.8 12,720.8 10,191.4 10,191.4
Equity securities......................................... 257.6 257.6 229.1 229.1
Limited partnership....................................... -- -- 24.4 24.4
Mortgage loans............................................ 21.2 21.9 9.9 9.9

Liabilities:
Investment contract liabilities:
With a fixed maturity................................... 989.1 1,001.2 826.7 833.5
Without a fixed maturity................................ 9,511.0 9,298.4 8,122.6 7,918.2
</TABLE>

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

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

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

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

F-24
<PAGE>
AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
(A wholly owned subsidiary of Aetna Retirement Services, Inc.)
Notes to Consolidated Financial Statements (continued)
December 31, 1995, 1994, and 1993

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

INVESTMENT CONTRACT LIABILITIES (INCLUDED IN POLICYHOLDERS' FUNDS LEFT WITH THE
COMPANY):

WITH A FIXED MATURITY: Fair value is estimated by discounting cash flows at
interest rates currently being offered by, or available to, the Company for
similar contracts.

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

OFF-BALANCE-SHEET FINANCIAL INSTRUMENTS (INCLUDING DERIVATIVE FINANCIAL
INSTRUMENTS)

During 1995, the Company received $0.4 million for writing call options on
underlying securities. As of December 31, 1995 there were no option contracts
outstanding.

At December 31, 1995, the Company had a forward swap agreement with a notional
amount of $100.0 million and a fair value of $0.1 million.

The Company did not have transactions in derivative instruments in 1994.

The Company also holds investments in certain debt and equity securities with
derivative characteristics (i.e., including the fact that their market value is
at least partially determined by, among other things, levels of or changes in
interest rates, prepayment rates, equity markets or credit ratings/spreads). The
amortized cost and fair value of these securities, included in the $13.4 billion
investment portfolio, as of December 31, 1995 was as follows:

<TABLE>
<CAPTION>
AMORTIZED FAIR
(MILLIONS) COST VALUE
----------- -----------
<S> <C> <C>
Collateralized mortgage obligations..................................................................... $ 2,383.9 $ 2,549.3
Principal-only strips (included above).................................................................. 38.7 50.0
Interest-only strips (included above)................................................................... 10.7 20.7
Structured Notes (1).................................................................................... 95.0 100.3
</TABLE>

(1) Represents non-leveraged instruments whose fair values and credit risk are
based on underlying securities, including fixed income securities and
interest rate swap agreements.

11. COMMITMENTS AND CONTINGENT LIABILITIES

COMMITMENTS

Through the normal course of investment operations, the Company commits to
either purchase or sell securities or money market instruments at a specified
future date and at a specified price or yield. The inability of counterparties
to honor these commitments may result in either higher or lower replacement
cost. Also, there is likely to be a change in

F-25
<PAGE>
AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
(A wholly owned subsidiary of Aetna Retirement Services, Inc.)
Notes to Consolidated Financial Statements (continued)
December 31, 1995, 1994, and 1993

11. COMMITMENTS AND CONTINGENT LIABILITIES (CONTINUED)
the value of the securities underlying the commitments. At December 31, 1995,
the Company had commitments to purchase investments of $31.4 million. The fair
value of the investments at December 31, 1995 approximated $31.5 million. There
were no outstanding forward commitments at December 31, 1994.

LITIGATION

There were no material legal proceedings pending against the Company as of
December 31, 1995 or December 31, 1994 which were beyond the ordinary course of
business. The Company is involved in lawsuits arising, for the most part, in the
ordinary course of its business operations as an insurer.

12. SEGMENT INFORMATION
The Company's operations are reported through two major business segments: Life
Insurance and Financial Services.

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

<TABLE>
<CAPTION>
(MILLIONS) 1995 1994 1993
----------- ----------- -----------
<S> <C> <C> <C>
Revenue:
Financial services..................................................................... $ 1,129.4 $ 946.1 $ 892.8
Life insurance......................................................................... 407.9 386.1 371.7
----------- ----------- -----------
Total revenue.......................................................................... $ 1,537.3 $ 1,332.2 $ 1,264.5
----------- ----------- -----------
Income before federal income taxes:
Financial services..................................................................... $ 158.0 $ 119.7 $ 121.1
Life insurance......................................................................... 102.0 96.8 98.0
----------- ----------- -----------
Total income before federal income taxes............................................... $ 260.0 $ 216.5 $ 219.1
----------- ----------- -----------
Net income:
Financial services..................................................................... $ 113.8 $ 85.5 $ 86.8
Life insurance......................................................................... 62.1 59.8 56.1
----------- ----------- -----------
Net income............................................................................... $ 175.9 $ 145.3 $ 142.9
----------- ----------- -----------
Assets under management, at fair value:
Financial services..................................................................... $ 23,224.3 $ 17,785.2 $ 16,600.5
Life insurance......................................................................... 2,698.1 2,171.7 2,175.5
----------- ----------- -----------
Total assets under management.......................................................... $ 25,922.4 $ 19,956.9 $ 18,776.0
----------- ----------- -----------
----------- ----------- -----------
</TABLE>

F-26
<PAGE>

STATEMENT OF ADDITIONAL INFORMATION

VARIABLE ANNUITY ACCOUNT C

VARIABLE ANNUITY CONTRACTS

ISSUED BY

AETNA LIFE INSURANCE AND ANNUITY COMPANY

FORM NO. 75982(S)-2 ALIAC ED. MAY 1996

<PAGE>

VARIABLE ANNUITY ACCOUNT C
PART C - OTHER INFORMATION

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

(b) Exhibits
(1) Resolution of the Board of Directors of Aetna Life Insurance and
Annuity Company establishing Variable Annuity Account C(1)
(2) Not applicable
(3.1) Form of Broker-Dealer Agreement(2)
(3.2) Alternative Form of Wholesaling Agreement and related Selling
Agreement(2)
(4.1) Form of Variable Annuity Contract (G-CDA-HF)(3)
(4.2) Form of Variable Annuity Contract (G-CDA-HD)
(5) Form of Variable Annuity Contract Application (300-GTD-IA)(4)
(6) Certification of Incorporation and By-Laws of Depositor(5)
(7) Not applicable
(8.1) Fund Participation Agreement (Amended and Restated) between Aetna
Life Insurance and Annuity Company, Alger American Fund and Fred
Alger Management, Inc. dated March 31, 1995(2)
(8.2) Fund Participation Agreement between Aetna Life Insurance and
Annuity Company and Calvert Asset Management Company (Calvert
Responsibly Invested Balanced

<PAGE>

Portfolio formerly Calvert Socially Responsible Series)dated March
13, 1989 and amended December 27, 1993(2)
(8.3) Fund Participation Agreement between Aetna Life Insurance and
Annuity Company and Fidelity Distributors Corporation (Variable
Insurance Products Fund) dated February 1, 1994 and amended March
1, 1996(2)
(8.4) Fund Participation Agreement between Aetna Life Insurance and
Annuity Company and Fidelity Distributors Corporation (Variable
Insurance Products Fund II) dated February 1, 1994 and amended
March 1, 1996(2)
(8.5) Fund Participation Agreement between Aetna Life Insurance and
Annuity Company and Franklin Advisers, Inc. dated January 31,
1989(2)
(8.6) Fund Participation Agreement between Aetna Life Insurance and
Annuity Company and Janus Aspen Series dated April 19, 1994 and
amended March 1, 1996(2)
(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(2)
(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 and as
assigned and modified on May 1, 1995(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(2)
(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(2)
(9) Opinion of Counsel(6)
(10.1) Consent of Independent Auditors
(10.2) Consent of Counsel
(11) Not applicable
(12) Not applicable
(13) Computation of Performance Data(7)
(14) Not applicable
(15.1) Powers of Attorney(8)
(15.2) Authorization for Signatures(2)
(27) Financial Data Schedule

1. Incorporated by reference to Post-Effective Amendment No. 6 to Registration
Statement on Form N-4 (File No. 33-75986), as filed electronically on
April 22, 1996.

2. Incorporated by reference to Post-Effective Amendment No. 5 to Registration
Statement on Form N-4 (File No. 33-75986), as filed electronically on
April 12, 1996.
3. Incorporated by reference to Post-Effective Amendment No. 3 to Registration
Statement on Form N-4 (File No. 33-75964), as filed on February 24, 1995.
4. Incorporated by reference to Post-Effective Amendment No. 3 to Registration
Statement on Form N-4 (File No. 33-75982), as filed on February 24, 1995.

<PAGE>

5. Incorporated by reference to Post-Effective Amendment No. 1 to Registration
Statement on Form S-1 (File No. 33-60477), as filed electornically on
April 15, 1996.
6. Incorporated by reference to Registrant's 24f-2 Notice for fiscal year ended
December 31, 1995, as filed electronically on February 29, 1996.
7. Incorporated by reference to Post-Effective Amendment No. 4 to Registration
Statement on Form N-4 (File No. 33-75964), as filed on April 28, 1995.
8. Incorporated by reference to Post-Effective Amendment No. 1 to Registration
Statement on Form N-4 (File No. 33-75974), as filed electronically on
April 9, 1996.

<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, Senior Vice President and
Chief Accounting Officer

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 Vice President

Glen Salow Director and Vice President

Creed R. Terry Director and Vice President

Eugene M. Trovato Vice President and Treasurer, Corporate
Controller

Zoe Baird Senior Vice President and General
Counsel

Diane Horn Vice President and Chief Compliance
Officer

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 reference to Item 26 of Post-Effective Amendment No.
5 to Registration Statement on Form N-4 (File No. 33-75986) filed
electronically on April 12, 1996, as supplemented by Post-Effective Amendment
No. 6 to Registration Statement on Form N-4 (File No. 33-75986) filed
electronically on April 22, 1996.

ITEM 27. NUMBER OF CONTRACT OWNERS

As of February 29, 1996, there were 537,607 individuals holding interests in
variable annuity contracts funded through Variable Annuity Account C.

ITEM 28. INDEMNIFICATION

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

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

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

ITEM 29. PRINCIPAL UNDERWRITER

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

<PAGE>

registered as unit investment trusts), and Variable 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.

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

Name of Net Underwriting Compensation
Principal Discounts and on Redemption Brokerage
Underwriter Commissions or Annuitization Commissions Compensation*
- ----------- ----------- ---------------- ----------- ------------

Aetna Life $1,830,629 $74,341,006
Insurance and
Annuity
Company

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

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

ITEM 32. UNDERTAKINGS

Registrant hereby undertakes:

<PAGE>

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

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

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

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

SIGNATURES

As required by the Securities Act of 1933, as amended, and the Investment
Company Act of 1940, the Registrant, Variable Annuity Account C of Aetna Life
Insurance and Annuity Company, has caused this Post-Effective Amendment No. 6
to its Registration Statement on Form N-4 (File No. 33-75982) to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Hartford, State of Connecticut, on the 22th day of April, 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. 6 to the Registration Statement of Form N-4 (File No. 33-75982)
has been signed by the following persons in the capacities and on the dates
indicated.

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

Daniel P. Kearney* Director and President )
- ----------------------------- (principal executive officer) )
Daniel P. Kearney )
)
Timothy A. Holt* Director, Senior Vice President ) April
- ----------------------------- and Chief Financial Officer ) 22, 1996
Timothy A. Holt )
)
Christopher J. Burns* Director )
- ----------------------------- )
Christopher J. Burns )
)
Laura R. Estes* Director )
- ----------------------------- )
Laura R. Estes )
)
Gail P. Johnson* Director )
- ----------------------------- )
Gail P. Johnson )

<PAGE>

)
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 )
)
Eugene M. Trovato* Vice President and Treasurer, )
- ----------------------------- Corporate Controller )
Eugene M. Trovato )

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

<PAGE>

VARIABLE ANNUITY ACCOUNT C
EXHIBIT INDEX

Exhibit No. Exhibit Page
- ----------- ------- ----

99-B.1 Resolution of the Board of Directors of Aetna Life *
Insurance and Annuity Company establishing Variable
Annuity Accounty 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-HF) *

99-B.4.2 Form of Variable Annuity Contract (G-CDA-HD) ---

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

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

99-B.8.1 Fund Participation Agreement (Amended and Released) *
between Aetna Life Insurance and Annuity Company, Alger
American Fund and Fred Alger Management, Inc. dated
March 31, 1995

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
(Variable Insurance Products Fund) dated February 1, 1994
and amended March 1, 1996

99-B.8.4 Fund Participation Agreement between Aetna Life Insurance *
and Annuity Company and Fidelity Distributors Corporation
(Variable Insurance Products Fund II) dated
February 1, 1994 and amended March 1, 1996

*Incorporated by reference

<PAGE>

Exhibit No. Exhibit Page
- ----------- ------- ----

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

99-B.8.6 Fund Participation Agreement between Aetna Life Insurance *
and Annuity Company and Janus Aspen Series dated
April 19, 1994 and amended March 1, 1996

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 and as assigned and modified on May 1, 1995

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 *

*Incorporated by reference

<PAGE>

Exhibit No. Exhibit Page
- ----------- ------- ----

99-B.15.1 Powers of Attorney *

99-B.15.2 Authorization for Signatures *

27 Financial Data Schedule ---

*Incorporated by reference

<PAGE>
Page 1

AETNA LIFE INSURANCE AND ANNUITY COMPANY
a Home Office: 151 FARMINGTON AVE.
HARTFORD, CONNECTICUT 06156
(203) 273-0123

Herein called Aetna

Agrees to pay the benefits stated in this Contract.

1.06 General Account
1.07 Guaranteed Accumulation Account
1.08 Participant
1.09 Plan
1.10 Purchase Payments
1.11 Separate Accounts
1.12 Valuation Period (Period)
1.13 Variable Annuity

II. GENERAL PROVISIONS

2.01 Change of Contract
2.02 Change of Fund(s)
2.03 Non-Participating Contract
2.04 Payments
2.05 State Laws
2.06 Control of Contract
2.07 Designation of Beneficiary

Form No. G-CDA-HD

<PAGE>
Page 2

THE VARIABLE FEATURES OF THIS CONTRACT ARE DESCRIBED IN PARTS III AND IV.

RIGHT TO CANCEL

The Contract Holder may cancel this Contract within 10 days of receiving it,
by returning this Contract along with a written notice to Aetna at the above
address or to the agent from whom it was purchased. Within 7 days after it
receives the notice of cancellation and this Contract at its Home Office,
Aetna will return the entire consideration paid; plus any increase or minus
any decrease in the cash value of any funds allocated to the Separate
Accounts.

This page, the following pages, and the application make up the
entire Contract. Signed at the Home Office on the Effective Date.

George N. Gingold William O. Bailey
--------------------------- -----------------------
Secretary President

GROUP VARIABLE, FIXED, OR COMBINATION ANNUITY CONTRACT
NON-PARTICIPATING
ALL PAYMENTS AND VALUES PROVIDED BY THIS CONTRACT,
WHEN BASED ON INVESTMENT EXPERIENCE OF A SEPARATE ACCOUNT,
ARE VARIABLE AND ARE NOT GUARANTEED AS TO FIXED DOLLAR AMOUNT.

G-CDA-HD
- -------------------------------------------------------------------------------

<PAGE>
Page 3

TABLE OF CONTENTS
Page
I. GENERAL DEFINITIONS 6
1.01 ANNUITANT 6
1.02 ANNUITY 6
1.03 FIXED ACCOUNT 6
1.04 FIXED ANNUITY 6
1.05 FUND(S) 6
1.06 GENERAL ACCOUNT 6
1.07 GUARANTEED ACCUMULATION ACCOUNT 6
1.08 PARTICIPANT 6
1.09 PLAN 7
1.10 PURCHASE PAYMENTS 7
1.11 SEPARATE ACCOUNTS 7
1.12 VALUATION PERIOD (PERIOD) 7
1.13 VARIABLE ANNUITY 7

II. GENERAL PROVISIONS 7
2.01 CHANGE OF CONTRACT 7
2.02 CHANGE OF FUND(S) 8
2.03 NON-PARTICIPATING CONTRACT 8
2.04 PAYMENTS 8
2.05 STATE LAWS 9
2.06 CONTROL OF CONTRACT 9
2.07 DESIGNATION OF BENEFICIARY 9
2.08 MISSTATEMENTS AND ADJUSTMENTS 9
2.09 INCONTESTABILITY 9

<PAGE>
Page 4

2.10 GRACE PERIOD 9
2.11 INDIVIDUAL CERTIFICATES 9

III. PURCHASE PAYMENT,
CURRENT VALUE, AND SURRENDER PROVISIONS 10
3.01 NET PURCHASE PAYMENT(S) 10
3.02 INDIVIDUAL ACCOUNTS 10
3.03 GUARANTEED ACCUMULATION ACCOUNT (GA ACCOUNT) 10
3.04 GUARANTEED INTEREST RATE - FIXED ACCOUNT 12
3.05 EXPERIENCE CREDITS 12
3.06 MAINTENANCE FEE 12
3.07 FUND(S) RECORD UNITS - SEPARATE ACCOUNT 13
3.08 NET RETURN FACTOR(S) - SEPARATE ACCOUNT 13
3.09 FUND(S) RECORD UNIT VALUE - SEPARATE ACCOUNT 14
3.10 CURRENT VALUE 14
3.11 TRANSFER OF CURRENT VALUE FROM THE FUNDS OR GA ACCOUNT 14
3.12 TRANSFER OF CURRENT VALUE FROM THE FIXED ACCOUNT 14
3.13 NOTICE TO THE CONTRACT HOLDER 15
3.14 SUM PAYABLE AT DEATH (BEFORE ANNUITY PAYMENTS START) 15
3.15 SURRENDER VALUE 15
3.16 PAYMENT OF SURRENDER VALUE 15
3.17 REINSTATEMENT 16
IV. ANNUITY PROVISIONS 16
4.01 CHOICES TO BE MADE 16
4.02 TERMS OF ANNUITY OPTIONS 17
4.03 DEATH OF ANNUITANT/BENEFICIARY 18
4.04 FUND(S) ANNUITY UNITS - SEPARATE ACCOUNT 18

<PAGE>
Page 5

4.05 FUND(S) ANNUITY UNIT VALUE - SEPARATE ACCOUNT 18
4.06 ANNUITY OPTIONS 19
V. SPECIAL PROVISIONS 29
5.01 DEFERRED COMPENSATION PLAN 29
5.02 ALLOCATED PENSION OR PROFIT SHARING PLAN 30
5.03 UNALLOCATED PENSION OR PROFIT SHARING PLAN 31
5.04 TAX DEFERRED ANNUITY PLAN 32
VI. FEE SCHEDULE 34
6.01 MAINTENANCE FEE 34
6.02 SURRENDER FEE 34

<PAGE>

Page 6

I. GENERAL DEFINITIONS

1.01 ANNUITANT

A person on whose life an Annuity has been effected under this Contract.

1.02 ANNUITY

Payment of an income:

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

(b) for a stated period, or amount; or,

1.03 FIXED ACCOUNT

An accumulation option with a guaranteed minimum interest rate. Aetna may
credit a higher rate which is not guaranteed.

1.04 FIXED ANNUITY

An Annuity with payments which do not vary in amount.

1.05 FUND(S)

The open-end registered management investment companies (mutual funds)
made available by Aetna under this Contract.

1.06 GENERAL ACCOUNT

The Account holding the assets of Aetna, other than those assets held in
the Separate Accounts.

1.07 GUARANTEED ACCUMULATION ACCOUNT

(see 3.03).

1.08 PARTICIPANT

A person who participates in the Plan named on the Specifications page
of this Contract.

<PAGE>

Page 7

1.09 PLAN

The Plan named on the Specifications page. The term includes all
written documents describing the Plan. The Plan is not a part of the
Contract. Aetna is not bound by the terms of the Plan.

1.10 PURCHASE PAYMENTS

Payments made to Aetna.

1.11 SEPARATE ACCOUNTS

Accounts set up by Aetna under the Connecticut Insurance Laws which
purchase shares of the Fund(s).

1.12 VALUATION PERIOD (PERIOD)

The period of time from the end of one business day on the New York
Stock Exchange to the end of the next business day.

1.13 VARIABLE ANNUITY

An Annuity with payments which vary with the net investment results of a
Separate Account.

II. GENERAL PROVISIONS

2.01 CHANGE OF CONTRACT

Only an authorized officer of Aetna may change the terms of this
Contract. Aetna will notify the Contract Holder in writing at least 30
days before the effective date of any change. Any change will not affect
the amount or terms of any Annuity which begins before the change.

Any change that affects the following provisions of this Contract
will not apply to any individual participating under this Contract before
the effective date of the change:

(a) Net Purchase Payment(s);

(b) Guaranteed GA Account Interest Rate;

(d) Net Return Factor(s) - Separate Account;

<PAGE>

Page 8

(e) Current Value;

(f) Surrender Value;

(g) Fund(s) Annuity Unit Value - Separate Account.

Any change that affects the Annuity Options, and the Tables for the
Options, can only be made:

(a) no earlier than 12 months after the Effective Date of this Contract;
and

(b) no earlier than 12 months after the effective date of any such prior
change.

New Participants covered under this Contract on or after the
effective date of any change will be subject to the change. If the
Contract Holder does not agree to any change under this provision, no
new Participants will be covered under this Contract. Aetna will
continue to accept Purchase Payments for the Participants covered under
this Contract before the change. This Contract may also be changed as
required by federal or state law.

2.02 CHANGE OF FUND(S)

Aetna, or the Separate Account and the Fund(s), may:

(a) change the Fund(s) which may be invested in by the Separate
Account; and

(b) replace the shares of any Fund(s) held in the Separate Account
with shares of any other Fund(s).

Changes must be:

(1) approved by a majority vote of persons having an interest in
the Separate Account and the Fund(s); or

(2) deemed necessary by Aetna under the Investment Company Act of
1940; or

(3) deemed necessary by Aetna to accomplish the purpose of the
Separate Account.

Aetna will notify the Contract Holder of any change.

2.03 NON-PARTICIPATING CONTRACT

The Contract Holder, Participants, or beneficiaries will not have
a right to share in the earnings of Aetna.

2.04 PAYMENTS

<PAGE>

Page 9

Aetna will make Annuity payments as and when due. Aetna will make
other payments within 7 days of receipt at its Home Office of a written
claim for payment which is in good order, except as provided in 3.16.

2.05 STATE LAWS

This Contract complies with the laws of the state in which it is
delivered. Any cash, death or Annuity payments are equal to or greater
than the minimum required by such law. Annuity tables for legal
reserve valuation shall be as required by state laws. Such tables may
be different from annuity tables used to determine Annuity payments.

2.06 CONTROL OF CONTRACT

See Part V.

2.07 DESIGNATION OF BENEFICIARY

See Part V. The beneficiary may be changed at any time.

2.08 MISSTATEMENTS AND ADJUSTMENTS

If Aetna finds the age, or any other relevant facts to be misstated, the
correct facts will be used to adjust payments.

2.09 INCONTESTABILITY

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

2.10 GRACE PERIOD

This Contract will remain in effect even if Purchase Payments are not
continued.

2.11 INDIVIDUAL CERTIFICATES

Aetna shall issue certificates to the Contract Holder or Participants as
required by the State in which this Contract is delivered. The certificate
will summarize certain provisions of the Contract. Certificates are for
information only and are not a part of the Contract.

<PAGE>

Page 10

III. PURCHASE PAYMENT, CURRENT VALUE AND SURRENDER PROVISIONS

3.01 NET PURCHASE PAYMENT(S)

The actual Purchase Payment less any premium tax. As a rule, Aetna will
deduct the premium tax when Annuity benefits are purchased (see Part IV).
If Aetna determines that it must pay a premium tax when Purchase Payments
are received or at any other time, it will deduct the tax at that time.

The Net Purchase Payment(s) will be credited among:

(a) the Fixed Account;

(b) the Guaranteed Accumulation Account;

Aetna must be told the percentage of the Net Purchase Payment(s) to be
applied to each investment above.

During any calendar year, Aetna may be told to change the investment mix
four times. If additional changes are allowed, each may be subject to a fee
of up to $10.

3.02 INDIVIDUAL ACCOUNTS

See Part V.

3.03 GUARANTEED ACCUMULATION ACCOUNT (GA ACCOUNT)

A part of the General Account that guarantees Purchase Payment(s) and
certain interest rates (see (c) below). Amounts withdrawn before the end
of the Guaranteed Term may be subject to a Market Value Adjustment (see (f)
below).

(a) Guaranteed Deposit Period (Deposit Period) - The period of time,
usually a calendar quarter, during which Net Purchase Payment(s) are
accepted in the GA Account for a Guaranteed Term.

(b) Guaranteed Term (Term) - The period of time, including the Deposit
Period, for which an interest rate is guaranteed on Net Purchase
Payment(s) made to the GA Account. The Term may vary for each Purchase
Payment.

(c) Guaranteed GA Account Interest Rate (Guaranteed Rate) - The annual
interest rate guaranteed by Aetna for any Term; this Guaranteed Rate
will never be less than 4%. Aetna will add interest daily.

<PAGE>

Page 11

(d) Withdrawals - Amounts withdrawn from the GA Account before the end of
the Term may be subject to a Market Value Adjustment (see (f) below).
Withdrawals will be made from the Term with the oldest Deposit Period.

(e) Reinvestment - At least 18 days before the end of a Term, the
Contract Holder will be mailed a notice of the next available
Guaranteed Rate and Term. Amounts may be withdrawn from the ending
Term on its final day without Market Value Adjustment. Aetna must
receive written notice of such election at its Home Office at least
three (3) business days before the end of the Term. Otherwise,
amounts in the ending Term will be added to the new Term and will earn
interest at the new Guaranteed Rate. If this Contract is issued under
a Tax Deferred Annuity Plan (see Specifications page) the above notice
will be sent to the Participant(s).

(f) Market Value Adjustment - There will be a Market Value Adjustment
for a withdrawal from the GA Account before the end of a Term when due
to:

(1) A transfer; or

(2) A surrender; or

(3) A payment of any annuity premium for Annuity Options 2 or 3.

The amount of the withdrawal will be adjusted to a market value amount as
described below. The market value amount will be equal to the amount
withdrawn multiplied by the following ratio:

x
---
365
(1 + i)
-------
x
---
365
(1 + j)

Where:

- i is the Deposit Period Yield;

- j is the Current Yield; and

- x is the number of days from the Wednesday of the week of withdrawal
to the last day of the Term.

<PAGE>

Page 12

The Deposit Period Yield will be determined as follows:

- At the close of the last business day of each week of the Deposit
Period, a yield will be computed as the average of the yields on
that day of U.S. Treasury Notes which mature in the last quarter
of the Term.

- The Deposit Period Yield is then the average of those yields for the
Deposit Period, or, if withdrawal is made prior to the close of the
Deposit Period, it is the average of those yields on each week
preceding withdrawal.

The Current Yield is the average of the yields on the last business day of
the week preceding withdrawal on the same U.S. Treasury Notes included in
the Deposit Period Yield.

In the event that no U.S. Treasury Notes exist which mature in the last
quarter of the Term, Aetna reserves the right to use the next available
U.S. Treasury Notes that mature in a following quarter.

There will be no Market Value Adjustment for withdrawals made to:

- satisfy the terms of the Sum Payable at Death provision; or

- pay an annuity premium for Annuity Options 4 or 5.

Aetna may make any change that affects the Market Value Adjustment with at
least 30 days advance written notice to the Contract Holder. Any such
change shall become effective for any new Term and for any present or
future Participant.

3.04 GUARANTEED INTEREST RATE - FIXED ACCOUNT

On any Purchase Payment(s) made to the Fixed Account, Aetna will add
interest daily at any annual rate no less than 4%. Aetna may add
interest daily at any higher rate determined by its Board of Directors.

3.05 EXPERIENCE CREDITS

Aetna may apply Experience Credits under this Contract. Any such Credit
will be computed as decided by Aetna.

3.06 MAINTENANCE FEE

See Part V.

<PAGE>

Page 13

3.07 FUND(S) RECORD UNITS - SEPARATE ACCOUNT

The portion of the Net Purchase Payment(s) applied to the Separate Account
will determine the number of Fund(s) Record Units. This number is equal to
a Net Purchase Payment divided by the Fund(s) Record Unit Value (see 3.09)
for the Valuation Period in which the Purchase Payment is received in
good order.

3.08 NET RETURN FACTOR(S) - SEPARATE ACCOUNT

The Net Return Factors are used to compute all Separate Account values and
payments for any Fund.

The Net Return Factor for each Fund is equal to 1.0000000 plus the Net
Return Rate.

The Net Return Rate is equal to:

(a) The value of the shares of the Fund held by the Separate Account at the
end of a Valuation Period; minus

(b) the value of the shares of the Fund held by the Separate Account at the
start of the Valuation Period; plus or minus

(d) the total value of the Fund Record Units and Fund Annuity Units of the
Separate Account (see 3.09 and 4.05) at the start of the Valuation
Period; minus

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

A Net Return Rate may be more or less than 0.

The value of a share of the Fund is equal to the net assets of the Fund
divided by the number of shares outstanding.

The administrative charge may be changed annually except for amounts which
have been used to purchase an annuity. This charge will not exceed .25%.

<PAGE>

Page 14

3.09 FUND(S) RECORD UNIT VALUE - SEPARATE ACCOUNT

The Fund(s) Record Unit Value is computed by multiplying the Net Return
Factor for the current Valuation Period by the Fund(s) Record Unit Value
for the previous Period. The dollar value of the Fund(s) Record Units,
Separate Account assets, and Variable Annuity payments may go up or down
due to investment gain or loss.

3.10 CURRENT VALUE

The Current Value (See Part V) is equal to:

(a) Any amounts in the Fixed Account, including Fixed Account interest
added by Aetna; plus

(b) Any amounts in the GA Account, including GA Account interest added by
Aetna; plus

(d) Any amount due to Experience Credits; less

(e) Any Maintenance Fee(s) due.

Current Value does not include amounts used to purchase an Annuity.

3.11 TRANSFER OF CURRENT VALUE FROM THE FUNDS OR GA ACCOUNT

Before an annuity option is elected, all or any portion of the Current
Value may be transferred from any Fund to any other Fund, to the Fixed
Account, or to the GA Account's current Deposit Period. Any portion of
the Current Value in the GA Account may be transferred to any Fund or to
the Fixed Account. Transfers from the GA Account are subject to the
Withdrawal and Market Value Adjustment provisions. (See 3.03)

Four transfers of Current Value (except for transfers from the GA Account
at the end of a Guaranteed Term) can be made during a calendar year period.
If additional transfers are allowed, each may be subject to a fee of up
to $10.

3.12 TRANSFER OF CURRENT VALUE FROM THE FIXED ACCOUNT

10% of the Current Value held in the Fixed Account may be transferred to
any Fund (s) or to the GA Account's current Deposit Period. Such transfer
will be:

(a) without charge;

<PAGE>

Page 15

(b) allowed once per calendar year;

Aetna may, on a temporary basis, allow any larger percent to be
transferred.

The Current Value of the Fixed Account, as used above, is the value when
the request is received at the Home Office of Aetna.

3.13 NOTICE TO THE CONTRACT HOLDER

Aetna will notify the Contract Holder each year of:

(a) The value of any amounts held in:

(1) the Fixed Account; and

(2) the GA Account; and

(3) the Fund(s) for the Separate Account; and

(b) the number of any Fund(s) Record Units; and

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

If this Contract is issued for a Tax Deferred Annuity Plan, the above
notice will be sent to each Participant.

3.14 SUM PAYABLE AT DEATH (BEFORE ANNUITY PAYMENTS START)

See Part V.

3.15 SURRENDER VALUE

See Part V.

3.16 PAYMENT OF SURRENDER VALUE

Under certain emergency conditions, Aetna may defer payment:

(a) for a period of up to 6 months (unless not allowed by state law); and

<PAGE>

Page 16

(b) as provided by federal law.

Aetna may pay any Fixed Account surrender value with interest in equal
payments over a period not to exceed 60 months when the amounts held in
the Fixed Account under this Contract exceed $500,000. This will apply
only if the sum of the amounts surrendered within the past 12 months
exceeds 20% of such Fixed Account amount.

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 4%.

3.17 REINSTATEMENT

All or a portion of the proceeds of a full surrender of this Contract may
be reinvested within 30 days after the surrender if allowed by law. Any
Maintenance Fee and Surrender Fee charged at the time of surrender on the
amount being reinvested will be included in the reinstatement. Any Market
Value Adjustment deducted from GA Account surrenders will not be included
in the reinstatement. Amounts will be reinstated among the Fixed Account,
GA Account, and Separate Account in the same proportion as they were at the
time of surrender. Any amounts reinstated to the GA Account will be
credited to the current Deposit Period. The number of Record Units
reinstated will be based on the Record Unit Value(s) next computed after
receipt at Aetna's Home Office of the reinstatement request and the amount
to be reinvested.

Any Maintenance Fee which falls due after the surrender and before the
reinstatement will be deducted from the amount reinstated.

Reinstatement is permitted only once.

IV. ANNUITY PROVISIONS

4.01 CHOICES TO BE MADE

An Annuity Option may be elected by telling Aetna to pay all or any portion
of the Current Value (minus any premium tax) as a premium for an Annuity
under Option 2, 3, 4 or 5 (see 4.06). The first Annuity payment must
generally be made no later than the first day of the month following the
Annuitant's 75th birthday. Aetna may be told to make the first Annuity
payment during any prior month.

When an Option is chosen, Aetna must also be told whether payments are to
be made other than monthly and (except for Option 2) to pay:

(a) a Fixed Annuity using the General Account; or

(b) a Variable Annuity using any of the Fund(s) made available by Aetna for
Annuity

<PAGE>

Page 17

purposes; or

If a Fixed Annuity is chosen, Aetna will add interest daily at an annual
rate no less than 3.5%. Aetna may add interest daily at any higher rate.

If a Variable Annuity is chosen, an Assumed Annual Net Return Rate of 5%
may be chosen. If not chosen, Aetna will use an Assumed Annual Net Return
Rate of 3.5%.

4.02 TERMS OF ANNUITY OPTIONS

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

(b) The present value of the expected payments to the Annuitant when
payments start shall be more than 50% of the present value of the
total expected payments to be made; this restriction does not apply
if Option 5 is chosen and the second Annuitant is the spouse of the
Annuitant.

(c) No choice of any Annuity Option may be made if the first payment would
be less than $20 or if the total payments in a year would be less
than $100.

(d) If a Fixed Annuity under Option 3, 4 or 5 is chosen and a larger
payment would result from applying the surrender value to a current
Aetna single premium immediate annuity, Aetna will make the larger
payment.

(e) Age, where used in the following tables, means age on the birthday
closest to the date of the first payment.

The annuity rates for Options 4 and 5 are based on mortality from 1983
Table a. The annuity rates do not differ by sex.

(f) Assumed Annual Net Return Rate is the interest rate used to determine
the amount of the first annuity payment under a Variable Annuity. The
Separate Account must earn this rate plus enough to cover the mortality
and expense risk and administrative fee charges if future Variable
Annuity payments are to remain level.

<PAGE>

Page 18

4.03 DEATH OF ANNUITANT/BENEFICIARY

When an Annuitant dies any remaining payments will be continued to the
beneficiary. If the beneficiary is not a person or persons, the present
value of any remaining payments will be paid in one sum. If no beneficiary
exists, the present value of any remaining payments will be paid in one sum
to the estate of the Annuitant.

If a beneficiary dies while under Option 1; or while receiving annuity
payments, the present value of any remaining payments will be paid in one
sum to the estate of the beneficiary. The interest rate used to determine
the first payment will be used to calculate the present value.

4.04 FUND(S) ANNUITY UNITS - SEPARATE ACCOUNT

The number of Fund(s) Annuity Units is based on the amount of the first
Variable Annuity payment which is equal to:

(a) the portion of the Current Value (minus any premium tax) applied to pay
a Variable Annuity; divided by

(b) 1,000; times

Such amount, or potion, of the Variable Payment will be divided by the
Fund(s) Annuity Unit Value (see 4.05) on the tenth Valuation Period before
the due date of the first payment to determine the number of Fund(s)
Annuity Units. The number of Fund(s) Annuity Units remains fixed. Each
future payment is equal to this number times the Fund(s) Annuity Unit Value
on the tenth Valuation Period prior to the due date of the payment.

4.05 FUND(S) ANNUITY UNIT VALUE - SEPARATE ACCOUNT

For any Valuation Period the Fund(s) Annuity Unit Value is equal to:

(a) the Value for the previous Period; times

(b) the Net Return Factor(s) (see 3.08) for the Period; times

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

The dollar value of the Fund(s) Annuity Unit Values and payments may go up
or down

<PAGE>

Page 19

due to investment gain or loss.

If Variable Annuity payments are not to decrease, Aetna must earn a gross
return on the assets of the Separate Account of:

- 4.75% on an annual basis, plus an annual return of up to .25% needed
to offset the administrative charge set at the time Annuity payments
commenced, if an Assumed Annual Net Return Rate of 3.5% is chosen; or,

- 6.25% on an annual basis, plus an annual return of up to .25% needed to
offset the administrative charge set at the time Annuity payments
commence, if an Assumed Annual Net Return Rate of 5% is chosen.

Payments shall not be changed due to changes in the mortality or expense
results or administrative charges.

4.06 ANNUITY OPTIONS

Option 1 - Payment of Interest on Sum Left with Aetna - This Option may be
used only by the beneficiary when the Participant dies before Aetna has
started paying an Annuity. A portion or all of the sum paid upon death may
be held under this Option and will be held in the General Account of Aetna
at interest (see 4.01). The beneficiary may later tell Aetna to:

(a) pay a portion, or all, of the sum held by Aetna; or

(b) apply a portion, or all, of the sum held by Aetna to any Annuity
Option below.

Option 2 - Payments of a Stated Dollar Amount - This Option may only be
elected as a Fixed Annuity. An Annuity of a chosen amount will be paid
until no funds are left. The payments to be made in a year must be greater
than $65 for each $1,000 applied to this Option, but cannot exceed an
amount which would deplete the funds in less than 3 years. During any
year, Aetna reserves the right to make as a minimum payment an amount equal
to 105% of the interest for that year.

Option 3 - Payments for a Stated Period of Time - An Annuity will be paid
for the number of years chosen. The number of years must be at least 3
and not more than 30.

If payments for this Option are made under a Variable Annuity, the present
value of any remaining payments may be withdrawn at any time. If a
withdrawal is requested within 3 years after the start of payments, it will
be treated as a surrender (see Part V).

Option 4 - Life Income - An Annuity will be paid for the life of the
Annuitant. If also chosen, Aetna will guarantee payments for 60, 120, 180,
or 240 months.

<PAGE>

Page 20

Option 5 - Life Income for Two Payees - An Annuity will be paid during the
lives of the Annuitant and a second Annuitant. At the death of either,
payments will continue to the survivor. When this Option is chosen, a
choice must be made of:

(a) 100% of the payment to continue to the survivor;

(b) 66 2/3% of the payment to continue to the survivor;

(d) Payments for a minimum of 120 months, with 100% of the payment to
continue to the survivor.

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

<PAGE>
Page 21
OPTION 3

PAYMENTS FOR A STATED PERIOD OF TIME

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

Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.5%; and
Rates for a Variable Annuity with Assumed Net Return Rate of 3.5%

<TABLE>
<CAPTION>
YEARS OF AMOUNT OF YEARS OF AMOUNT OF YEARS OF AMOUNT OF
PAYMENTS PAYMENTS PAYMENTS PAYMENTS PAYMENTS PAYMENTS
- --------- -------------- ------------- ----------- ------------- -----------
<S> <C> <C> <C> <C> <C>
3 $29.19 13 $7.94 22 $5.39
4 22.27 14 7.49 23 5.24
5 18.12 15 7.10 24 5.09
6 15.35 16 6.76 25 4.96
7 13.38 17 6.47 26 4.84
8 11.90 18 6.20 27 4.73
9 10.75 19 5.97 28 4.63
10 9.83 20 5.75 29 4.53
11 9.09 21 5.56 30 4.45
12 8.46
</TABLE>

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

<TABLE>
<CAPTION>
YEARS OF AMOUNT OF YEARS OF AMOUNT OF YEARS OF AMOUNT OF
PAYMENTS PAYMENTS PAYMENTS PAYMENTS PAYMENTS PAYMENTS
- --------- ----------- ------------- ----------- ------------- -----------
<S> <C> <C> <C> <C> <C>
3 $29.80 13 $8.64 22 $6.17
4 22.89 14 8.20 23 6.02
5 18.74 15 7.82 24 5.88
6 15.99 16 7.49 25 5.76
7 14.02 17 7.20 26 5.65
8 12.56 18 6.94 27 5.54
9 11.42 19 6.71 28 5.45
10 10.51 20 6.51 29 5.36
11 9.77 21 6.33 30 5.28
12 9.16
</TABLE>

<PAGE>
Page 22

OPTION 4

LIFE INCOME

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

Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.5%; and
Rates for a Variable Annuity with Assumed Net Return Rate of 3.5%

PAYMENTS GUARANTEED FOR A STATED PERIOD OF MONTHS

<TABLE>
<CAPTION>
AGE OF
ANNUITANT NONE 60 120 180 240
- ---------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
50 $4.34 $4.34 $4.31 $4.27 $4.22
51 4.41 4.40 4.38 4.33 4.27
52 4.48 4.47 4.45 4.40 4.32
53 4.56 4.55 4.52 4.46 4.38
54 4.64 4.63 4.59 4.53 4.44
55 4.72 4.71 4.67 4.60 4.50
56 4.81 4.80 4.75 4.67 4.56
57 4.91 4.89 4.84 4.75 4.62
58 5.01 4.99 4.93 4.83 4.69
59 5.12 5.10 5.03 4.92 4.75
60 5.23 5.21 5.13 5.00 4.82
61 5.36 5.33 5.24 5.09 4.88
62 5.49 5.45 5.35 5.19 4.95
63 5.63 5.59 5.47 5.28 5.02
64 5.78 5.73 5.60 5.38 5.08
65 5.94 5.89 5.73 5.48 5.15
66 6.11 6.05 5.87 5.58 5.21
67 6.29 6.22 6.02 5.69 5.27
68 6.49 6.41 6.17 5.79 5.33
69 6.70 6.60 6.33 5.90 5.38
70 6.92 6.81 6.49 6.00 5.43
71 7.17 7.04 6.66 6.10 5.48
72 7.43 7.27 6.84 6.20 5.52
73 7.71 7.53 7.02 6.30 5.55
74 8.02 7.80 7.20 6.39 5.59
75 8.35 8.08 7.38 6.48 5.62
</TABLE>

Rate for ages not shown will be provided on request and will be computed on a
basis consistent with the rates in the above tables.

<PAGE>
Page 23

OPTION 4

LIFE INCOME

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

Rates for Variable Annuity with Assumed Net Return Rate of 5.0%

PAYMENTS GUARANTEED FOR A STATED PERIOD OF MONTHS

<TABLE>
<CAPTION>
AGE OF
ANNUITANT NONE 60 120 180 240
- ---------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
50 $5.26 $5.25 $5.22 $5.17 $5.11
51 5.33 5.32 5.28 5.23 5.15
52 5.40 5.38 5.34 5.29 5.20
53 5.47 5.45 5.41 5.35 5.26
54 5.54 5.53 5.48 5.41 5.31
55 5.63 5.61 5.56 5.47 5.36
56 5.71 5.69 5.63 5.54 5.42
57 5.80 5.78 5.72 5.61 5.47
58 5.90 5.88 5.81 5.69 5.53
59 6.01 5.98 5.90 5.77 5.59
60 6.12 6.09 6.00 5.85 5.65
61 6.24 6.21 6.10 5.93 5.71
62 6.37 6.33 6.21 6.02 5.77
63 6.51 6.46 6.33 6.11 5.83
64 6.66 6.60 6.45 6.20 5.89
65 6.82 6.75 6.57 6.30 5.95
66 6.99 6.91 6.71 6.39 6.01
67 7.17 7.08 6.85 6.49 6.06
68 7.36 7.27 6.99 6.59 6.12
69 7.57 7.46 7.15 6.69 6.17
70 7.80 7.67 7.30 6.78 6.21
71 8.05 7.89 7.47 6.88 6.25
72 8.31 8.13 7.64 6.97 6.29
73 8.59 8.38 7.81 7.06 6.33
74 8.90 8.64 7.99 7.15 6.36
75 9.23 8.93 8.16 7.23 6.38
</TABLE>

Rates for ages not shown will be provided on request and will be computed on a
basis consistent with the rates in the above tables.

<PAGE>
Page 24

OPTION 5

LIFE INCOME FOR TWO PAYEES

JOINT AND LAST SURVIVOR ANNUITY
100% TO THE SURVIVOR
NO MINIMUM PERIOD

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

Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.5%; and
Rates for a Variable Annuity with Assumed Net Return Rate of 3.5%

AGE OF SECOND ANNUITANT

<TABLE>
<CAPTION>
AGE OF
ANNUITANT 45 50 55 60 65 70 75 80 85
- ---------- --------- --------- --------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
45 $3.69 $3.75 $3.81 $3.84 $3.87 $3.90 $3.91 $3.92 $3.92
50 3.75 3.89 3.97 4.04 4.09 4.13 4.15 4.17 4.18
55 3.81 3.97 4.16 4.27 4.35 4.42 4.47 4.50 4.51
60 3.84 4.04 4.27 4.51 4.66 4.78 4.86 4.92 4.95
65 3.87 4.09 4.35 4.66 4.99 5.19 5.35 5.46 5.53
70 3.90 4.13 4.42 4.78 5.19 5.67 5.95 6.17 6.31
75 3.91 4.15 4.47 4.86 5.35 5.95 6.64 7.04 7.34
80 3.92 4.17 4.50 4.92 5.46 6.17 7.04 8.04 8.63
85 3.92 4.18 4.51 4.95 5.53 6.31 7.34 8.63 10.05
</TABLE>

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

AGE OF SECOND ANNUITANT

<TABLE>
<CAPTION>
AGE OF
ANNUITANT 45 50 55 60 65 70 75 80 85
- ---------- --------- --------- --------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
45 $4.63 $4.68 $4.73 $4.77 $4.80 $4.82 $4.84 $4.85 $4.86
50 4.68 4.80 4.88 4.95 5.00 5.04 5.06 5.08 5.10
55 4.73 4.88 5.04 5.15 5.24 5.30 5.35 5.39 5.41
60 4.77 4.95 5.15 5.37 5.52 5.63 5.72 5.79 5.83
65 4.80 5.00 5.24 5.52 5.83 6.04 6.20 6.31 6.39
70 4.82 5.04 5.30 5.63 6.04 6.49 6.77 6.99 7.15
75 4.84 5.06 5.35 5.72 6.20 6.77 7.45 7.86 8.16
80 4.85 5.08 5.39 5.79 6.31 6.99 7.86 8.84 9.43
85 4.86 5.10 5.41 5.83 6.39 7.15 8.16 9.43 10.86
</TABLE>

<PAGE>
Page 26

OPTION 5

LIFE INCOME FOR TWO PAYEES

JOINT AND LAST SURVIVOR ANNUITY
662/3% TO THE SURVIVOR
NO MINIMUM PERIOD

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

Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.5%; and
Rates for a Variable Annuity with Assumed Net Return Rate of 3.5%

AGE OF SECOND ANNUITANT

<TABLE>
<CAPTION>
AGE OF
ANNUITANT 45 50 55 60 65 70 75 80 85
- ---------- --------- --------- --------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
45 $3.94 $4.05 $4.18 $4.32 $4.48 $4.66 $4.84 $5.02 $5.19
50 4.05 4.20 4.35 4.51 4.69 4.89 5.09 5.30 5.49
55 4.18 4.35 4.54 4.73 4.95 5.18 5.42 5.65 5.87
60 4.32 4.51 4.73 4.99 5.25 5.53 5.82 6.11 6.37
65 4.48 4.69 4.95 5.25 5.61 5.97 6.33 6.69 7.02
70 4.66 4.89 5.18 5.53 5.97 6.49 6.96 7.43 7.88
75 4.84 5.09 5.42 5.82 6.33 6.96 7.73 8.39 9.02
80 5.02 5.30 5.65 6.11 6.69 7.43 8.39 9.54 10.46
85 5.19 5.49 5.87 6.37 7.02 7.88 9.02 10.46 12.15
</TABLE>

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

AGE OF SECOND ANNUITANT

<TABLE>
<CAPTION>
AGE OF
ANNUITANT 45 50 55 60 65 70 75 80 85
- ---------- --------- --------- --------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
45 $4.87 $4.99 $5.12 $5.27 $5.44 $5.64 $5.86 $6.09 $6.30
50 4.99 5.12 5.26 5.43 5.63 5.85 6.09 6.33 6.57
55 5.12 5.26 5.44 5.63 5.85 6.11 6.38 6.65 6.92
60 5.27 5.43 5.63 5.87 6.14 6.44 6.75 7.07 7.38
65 5.44 5.63 5.85 6.14 6.49 6.84 7.23 7.62 8.00
70 5.64 5.85 6.11 6.44 6.84 7.35 7.84 8.34 8.83
75 5.86 6.09 6.38 6.75 7.23 7.84 8.60 9.28 9.93
80 6.09 6.33 6.65 7.07 7.62 8.34 9.28 10.42 11.35
85 6.30 6.57 6.92 7.38 8.00 8.83 9.93 11.35 13.04
</TABLE>

<PAGE>
Page 27

OPTION 5
LIFE INCOME FOR TWO PAYEES
JOINT AND LAST SURVIVOR ANNUITY
50% TO THE SURVIVOR
NO MINIMUM PERIOD

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

Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.5%; and
Rates for a Variable Annuity with Assumed Net Return Rate of 3.5%

AGE OF SECOND ANNUITANT

<TABLE>
<CAPTION>
AGE OF
ANNUITANT 45 50 55 60 65 70 75 80 85
- ---------- --------- --------- --------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
45 $4.07 $4.22 $4.40 $4.61 $4.87 $5.17 $5.49 $5.84 $6.18
50 4.22 4.37 4.56 4.79 5.06 5.39 5.75 6.13 6.51
55 4.40 4.56 4.76 5.00 5.31 5.66 6.06 6.49 6.91
60 4.61 4.79 5.00 5.27 5.61 6.01 6.46 6.95 7.43
65 4.87 5.06 5.31 5.61 5.99 6.44 6.96 7.54 8.11
70 5.17 5.39 5.66 6.01 6.44 6.99 7.61 8.29 9.00
75 5.49 5.75 6.06 6.46 6.96 7.61 8.43 9.29 10.17
80 5.84 6.13 6.49 6.95 7.54 8.29 9.29 10.54 11.71
85 6.18 6.51 6.91 7.43 8.11 9.00 10.17 11.71 13.57
</TABLE>

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

AGE OF SECOND ANNUITANT

<TABLE>
<CAPTION>
AGE OF
ANNUITANT 45 50 55 60 65 70 75 80 85
- ---------- --------- --------- --------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
45 $5.01 $5.15 $5.33 $5.56 $5.83 $6.17 $6.55 $6.98 $7.40
50 5.15 5.29 5.48 5.71 6.01 6.36 6.78 7.23 7.68
55 5.33 5.48 5.66 5.91 6.23 6.61 7.05 7.54 8.05
60 5.56 5.71 5.91 6.16 6.51 6.93 7.42 7.96 8.53
65 5.83 6.01 6.23 6.51 6.87 7.34 7.89 8.51 9.16
70 6.17 6.36 6.61 6.93 7.34 7.87 8.51 9.23 10.00
75 6.55 6.78 7.05 7.42 7.89 8.51 9.33 10.20 11.14
80 6.98 7.23 7.54 7.96 8.51 9.23 10.20 11.44 12.64
85 7.40 7.68 8.05 8.53 9.16 10.00 11.14 12.64 14.51
</TABLE>

<PAGE>
Page 28

OPTION 5
LIFE INCOME FOR TWO PAYEES
JOINT AND LAST SURVIVOR ANNUITY
100% TO THE SURVIVOR
120 MONTHS MINIMUM PERIOD

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

Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.5%; and
Rates for a Variable Annuity with Assumed Net Return Rate of 3.5%

AGE OF SECOND ANNUITANT

<TABLE>
<CAPTION>
AGE OF
ANNUITANT 45 50 55 60 65 70 75 80 85
- ---------- --------- --------- --------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
45 $3.69 $3.75 $3.80 $3.84 $3.87 $3.89 $3.91 $3.91 $3.92
50 3.75 3.89 3.97 4.04 4.09 4.13 4.15 4.16 4.17
55 3.80 3.97 4.15 4.26 4.35 4.41 4.46 4.48 4.49
60 3.84 4.04 4.26 4.50 4.65 4.76 4.84 4.89 4.91
65 3.87 4.09 4.35 4.65 4.98 5.17 5.31 5.41 5.46
70 3.89 4.13 4.41 4.76 5.17 5.62 5.87 6.05 6.15
75 3.91 4.15 4.46 4.84 5.31 5.87 6.48 6.79 6.98
80 3.91 4.16 4.48 4.89 5.41 6.05 6.79 7.50 7.83
85 3.92 4.17 4.49 4.91 5.46 6.15 6.98 7.83 8.50
</TABLE>

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

AGE OF SECOND ANNUITANT

<TABLE>
<CAPTION>
AGE OF
ANNUITANT 45 50 55 60 65 70 75 80 85
- ---------- --------- --------- --------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
45 $4.63 $4.68 $4.73 $4.77 $4.80 $4.82 $4.84 $4.85 $4.85
50 4.68 4.80 4.88 4.94 4.99 5.03 5.06 5.07 5.08
55 4.73 4.88 5.04 5.14 5.23 5.29 5.34 5.37 5.38
60 4.77 4.94 5.14 5.37 5.51 5.62 5.70 5.75 5.78
65 4.80 4.99 5.23 5.51 5.82 6.00 6.15 6.24 6.30
70 4.82 5.03 5.29 5.62 6.00 6.44 6.68 6.86 6.96
75 4.84 5.06 5.34 5.70 6.15 6.68 7.27 7.57 7.76
80 4.85 5.07 5.37 5.75 6.24 6.86 7.57 8.26 8.58
85 4.85 5.08 5.38 5.78 6.30 6.96 7.76 8.58 9.23
</TABLE>
<PAGE>

Page 29

V. SPECIAL PROVISIONS

The Special Provisions section which applies to this Contract is shown
on the Specifications page under Type of Plan. The other sections under
Special Provisions do not apply.

5.01 DEFERRED COMPENSATION PLAN

(a) Control of Contract: All rights in this Contract rest with the
Contract Holder, who is entitled to all amounts held under this
Contract. The Contract Holder, or authorized designee of the
Contract Holder (as allowed by law), may make any choices allowed
by this Contract with respect to Individual Accounts. Any choices
made under this Contract must be in writing. Until receipt of such
choices in its Home Office, Aetna may rely on any prior choices
made. This Contract, and any Individual Accounts, are not subject
to the claims of any creditors of Participants except to the extent
permitted by law.

(b) Designation of Beneficiary: The beneficiary shall be the Contract
Holder.

(d) Maintenance Fee: The Maintenance Fee (see 6.01) will be deducted from
the Current Value on the anniversary of the Individual Account
effective date and on surrender of the entire Individual Account.

(e) Current Value: The Current Value as determined in 3.10 of an
Individual Account at the end of a Valuation Period.

(f) Sum Payable at Death (Before Annuity Payments Starts): Aetna will
pay to the Beneficiary the Current Value if:

(1) The Participant dies before Annuity payments start; and
(2) The notice of death is received in good order by Aetna.

The sum paid will be the Current Value on the date the notice is
received at Aetna's Home Office. The amount paid from the Fixed
Account will not be less than the Net Purchase Payments allocated
to the Fixed Account for the Participant (less any prior transfers
(see 3.12) or surrenders). The beneficiary may choose to apply all
or any part of the proceeds to an Annuity Option (see Part IV).

<PAGE>

Page 30

(g) Surrender Value: After deduction of the Maintenance Fee (if any),
Aetna will reduce the amount payable upon surrender of any portion
of the Individual Account(s) by a Surrender Fee. The Surrender Fee
will be in accordance with the Surrender Fee table in 6.02.

The Fee on a total surrender of an Individual Account will not
exceed 8.5% of the Purchase Payments made to that Account.

(h) The following sections 5.02, 5.03, and 5.04 of the Special Provisions
do not apply to this Contract.

5.02 ALLOCATED PENSION OR PROFIT SHARING PLAN

(a) The preceding section 5.01 of the Special Provisions does not apply
to this Contract.

(b) Control of Contract: All rights in this Contract rest with the
Contract Holder. The Contract Holder owns all amounts held under
this Contract. The Contract Holder (or authorized designee,) may
make any choices allowed by this Contract with respect to
Individual Accounts. Any choices under this Contract must be in
writing. Until receipt of such choices in its Home Office, Aetna
may rely on any prior choices made. This Contract and any
Individual Accounts are not subject to the claims of any creditors
except to the extent permitted by law.

(d) Individual Accounts: If instructed by the Contract Holder, Aetna will
maintain two individual Accounts for each Participant: a
Participant's Individual Account for crediting employee Purchase
Payments and a Plan Individual Account for crediting employer
Purchase Payments.

(e) Maintenance Fee: The Maintenance Fee (see 6.01) will be deducted from
the Current Value on each anniversary of the Individual Account
effective date and upon surrender of the entire Individual Account.

(f) Current Value: The Current Value as determined in 3.10 of an
Individual Account at the end of a Valuation Period.

(g) Sum Payable at Death (Before Annuity Payments Start): Aetna will pay
the Current Value to the beneficiary if:

(1) the Participant dies before Annuity payments start; and

(2) the notice of death is received in good order by Aetna.

<PAGE>

Page 31

The sum paid will be the Current Value of the Participant's
Individual Account on the date when the notice is received at
Aetna's Home Office. The amount paid from the Fixed Account will
not be less than the Net Purchase Payments allocated to the Fixed
Account under the Participant's Individual Account (less any prior
transfers (see 3.12) or surrenders). The Contract Holder will
determine if any additional amounts are payable to the beneficiary.
The beneficiary may choose to apply all or part of the payment to
an Annuity Option (see Part IV). If no beneficiary exists, the
payment will be made to the estate of the Participant.

(h) Surrender Value: After deduction of the Maintenance Fee (if any) Aetna
will reduce the amount payable upon surrender of any portion of the
Individual Account(s) by a Surrender Fee. The Surrender Fee will
be in accordance with the Surrender Fee table in 6.02.

(i) The following Sections 5.03 and 5.04 of the Special Provisions do not
apply to this Contract.

5.03 UNALLOCATED PENSION OR PROFIT SHARING PLAN

(a) The preceding Sections 5.01 and 5.02 of the Special Provisions do not
apply to this Contract.

(b) Control of Contract: All rights in this Contract rest with the Contract
Holder. The Contract Holder owns all amounts held under this
Contract. The Contract Holder may make any choices allowed by this
Contract. Any choice made by any party to this Contract must be in
writing. Until receipt of such choices in its Home Office of
Aetna, Aetna may rely on any prior choices made. This Contract is
not subject to the claims of any creditor except to the extent
permitted by law.

(d) Individual Accounts: There are no Individual Accounts under this
Contract. Aetna will maintain one unallocated Plan Account in the
name of the Contract Holder to which Net Purchase Payment(s) will
be credited.

(e) Maintenance Fee: The Maintenance Fee (see 6.01) will be deducted from
the Plan Account Current Value on each anniversary of the Plan
Account effective date and on surrender of the entire Plan Account.

(f) Current Value: The Current Value as determined in 3.10 of the Plan
Account at the end of a Valuation Period.

(g) Sum Payable at Death (Before Annuity Payments Start): Aetna will pay
to the

<PAGE>

Page 32

beneficiary any portion of the Plan Account as directed by the
Contract Holder if:

(1) the Participant dies before Annuity payments start; and

(2) the notice of death is received in good order by Aetna.

The beneficiary may choose to apply all or any part of the payment
to an Annuity Option (see Part IV). If no beneficiary exists, the
payment will be made to the estate of the Participant.

(h) Surrender Value: After deduction of the Maintenance Fee (if any) the
amount paid by Aetna upon surrender of any portion of the Plan
Account will be reduced by a Surrender Fee. The Surrender Fee will
be in accordance with the Surrender Fee table in 6.02.

(i) The following Section 5.04 of the Special Provisions does not apply to
this Contract.

5.04 TAX DEFERRED ANNUITY PLAN

(a) The preceding Sections 5.01, 5.02, and 5.03 of the Special Provisions
do not apply to this Contract.

(b) Control of Contract: This is a Contract between the Contract Holder
and Aetna only to satisfy the "purchase" requirements of Section
403(b)(1) of the Internal Revenue Code of 1954, as amended. The
Contract Holder has no right, title, or interest in the amounts
held under the Contract either by reason of remitting Purchase
Payments or applying for this Contract.

Each Participant shall own all amounts held in their Individual
Account. Each Participant may make any choices allowed by this
Contract for their Individual Account. Choices made under this
Contract must be in writing. Until receipt of such choices in its
Home Office, Aetna may rely on any previous choices made. This
Contract and any Individual Accounts shall not be subject to the
claims of any creditors. This Contract and any Individual Accounts
are non-assignable and non-transferable.

(d) Individual Accounts: Aetna will maintain an Individual Account for
each Participant.

<PAGE>

Page 33

(f) Current Value: The Current Value as determined in 3.10 of a
Participant's Individual Account at the end of a Valuation Period.

(g) Sum Payable at Death (Before Annuity Payments Start): Aetna will pay
the Current Value to the beneficiary if:

(1) The Participant dies before Annuity payments start; and

(2) The notice of death is received in good order by Aetna.

The sum paid will be the Current Value on the date the notice is
received at Aetna's Home Office. The amount paid from the Fixed
Account will not be less than the Net Purchase Payment(s) allocated
to the Fixed Account under the Participant's Individual Account
(less any prior transfers (see 3.12) or surrenders). The
beneficiary may choose to apply all or any portion of the payment
to an Annuity Option (see Part IV). If no beneficiary exists, the
payment will be made to the estate of the Participant.

(h) Surrender Value: After deduction of the Maintenance Fee (if any), the
amount paid by Aetna upon the surrender of any portion of the
Individual Account(s) shall be reduced by a Surrender Fee. The
Surrender Fee will be in accordance with the Surrender Fee table in
6.02.

The Fee on a total surrender of an Individual Account will not
exceed 8.5% of the actual Purchase Payments made to that Account.

<PAGE>

Page 34
VI. FEE SCHEDULE
DEFERRED COMPENSATION PLAN

6.01 MAINTENANCE FEE

The Maintenance Fee will be $20 per Individual Account.

6.02 SURRENDER fEE

For each surrender from an Individual Account, the Surrender Fee will
vary according to the number of Purchase Payment Cycles completed for
the Individual Account being surrendered. The number and amount of
Purchase Payments to be made in a year is chosen by the Contract
Holder. A Purchase Payment Cycle is completed when this number and
amount of Purchase Payments have been made. The number of Purchase
Payment Cycles completed may not be greater than the number of whole
years since the Individual Account was established. For each
surrender, the Fee will be as follows:

<TABLE>
<CAPTION>
NUMBER OF PURCHASE PAYMENT CYCLES COMPLETED SURRENDER FEE
<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 2%

</TABLE>

No Surrender Fee is deducted from any portion of the Individual Account which
is paid:

(1) At the death of a Participant before Annuity payments start; or

(2) As a premium for an Annuity for a Participant under this Contract; or

(3) After a Participant has reached age 59 1/2 and 9 or more Purchase Payment
Cycles have been completed for the Individual Account being surrendered;
or

(4) Under a Section 457 Plan which meets the following criteria:

(a) The Contract Holder and Aetna agree in writing to have this section
apply when the Contract is purchased; and

(b) The Contract Holder certifies to Aetna that the surrender is due to
either a permanent disability, or unforeseen emergency as specified
under Section 457(b)(5) of the Internal Revenue Code.

<PAGE>

Page 35

VI. FEE SCHEDULE
QUALIFIED PENSION/PROFIT SHARING PLAN

6.01 MAINTENANCE FEE

The Maintenance Fee will be $30 per Participant.

6.02 SURRENDER FEE

<TABLE>
<CAPTION>
IF PERIOD OF TIME IS SURRENDER FEE
<S> <C>
Less than 5 years 5%
From 5 to 6 years 4%
From 6 to 7 years 3%
From 7 to 8 years 2%
From 8 to 9 years 1%
9 or more years 0%
</TABLE>

No Surrender Fee is deducted from any portion of the Individual Account
which is paid:

(1) At the death of a Participant before Annuity payments start; or

(2) As a premium for an Annuity for a Participant under this Contract.

<PAGE>

Page 36

VI. FEE SCHEDULE
DEFERRED COMPENSATION PLAN

6.01 MAINTENANCE FEE

The Maintenance Fee will be $0.

6.02 SURRENDER FEE

For each surrender from an Individual Account, the Surrender Fee will
vary according to the period of time between the effective date of the
Individual Account and the date of surrender. The Surrender Fee will
be determined as follows:
<TABLE>
<CAPTION>
IF PERIOD OF TIME IS SURRENDER FEE
<S> <C>
Less than 5 years 5%
From 5 to 6 years 4%
From 6 to 7 years 3%
From 7 to 8 years 2%
From 8 to 9 years 1%
9 or more years 0%

</TABLE>

No Surrender Fee is deducted from any portion of the Individual Account
which is paid:

(1) At the death of a Participant before Annuity payments start; or

(2) As a premium for an Annuity for a Participant under this Contract; or

(3) Under a Section 457 Plan which meets the following criteria:

(a) The Contract Holder and Aetna agree in writing to have this
section apply when the Contract is purchased; and

(b) The Contract Holder certifies to Aetna that the surrender is
due to either a permanent disability, or unforeseen emergency
as specified under Section 457(b)(5) of the Internal Revenue
Code.

<PAGE>

Page 37

VI. FEE SCHEDULE
QUALIFIED PENSION/PROFIT SHARING PLAN

6.01. MAINTENANCE FEE

The Maintenance Fee will be $30 per Participant.

6.02. SURRENDER FEE

<TABLE>
<CAPTION>
NUMBER OF PURCHASE PAYMENT CYCLES COMPLETED SURRENDER FEE
<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 2%
</TABLE>

No Surrender Fee is deducted from any portion of the Individual Account
which is paid:

(1) At the death of a Participant before Annuity payments start; or

(2) As a premium for an Annuity for a Participant under this Contract;
or

(3) After a Participant has reached age 59 1/2 and 9 or more Purchase
Payment Cycles have been completed for the Individual Account
being surrendered.

<PAGE>

Page 38

VI. FEE SCHEDULE
QUALIFIED PENSION/PROFIT SHARING PLAN

6.01 MAINTENANCE FEE

The Maintenance Fee will be $240.

6.02 SURRENDER FEE

For each surrender from the Plan Account the Surrender Fee will vary
according to the number of Purchase Payment Cycles completed for the
Plan Account. The number and amount of Purchase Payments to be made in
a year is chosen by the Contract Holder. A Purchase Payment Cycle is
completed when this number and amount of Purchase Payments have been
made. The number of Purchase Payment Cycles completed may not be
greater than the number of whole years since the Plan Account was
established. For each surrender, the Fee will be as follows:

NUMBER OF PURCHASE PAYMENT CYCLES COMPLETED SURRENDER FEE

Less than 5 5%
5 or more but less than 7 4%
7 or more but less than 9 3%
9 or more 2%

No Surrender Fee is deducted from any portion of the Individual Account
which is paid:

(1) At the death of a Participant before Annuity payments start; or

(2) As a premium for an Annuity for a Participant under this Contract; or

(3) After a Participant has reached age 59 1/2 and 9 or more Purchase
Payment Cycles have been completed on behalf of the Participant.

<PAGE>
Page 39
VI. FEE SCHEDULE
QUALIFIED PENSION/PROFIT SHARING PLAN

6.01 MAINTENANCE FEE

The Maintenance Fee will be $30.

6.02 SURRENDER FEE

IF PERIOD OF TIME IS SURRENDER FEE
Less than 5 years 5%
From 5 to 6 years 4%
From 6 to 7 years 3%
From 7 to 8 years 2%
From 8 to 9 years 1%
9 or more years 0%

No Surrender Fee is deducted from any portion of the Plan Account
which is paid:

(1) At the death of a Participant before Annuity payments start; or

(2) As a premium for an Annuity for a Participant under this Contract.

<PAGE>

Page 40

VI. FEE SCHEDULE
TAX DEFERRED ANNUITY PLAN

6.01 MAINTENANCE FEE

The Maintenance Fee will be $0.

6.02 SURRENDER FEE

IF PERIOD OF TIME IS SURRENDER FEE
Less than 5 years 5%
From 5 to 6 years 4%
From 6 to 7 years 3%
From 7 to 8 years 2%
From 8 to 9 years 1%
9 or more years 0%

No Surrender Fee is deducted from any portion of the Individual Account
which is paid:

(1) At the death of a Participant before Annuity payments start; or

(2) As a premium for an Annuity for a Participant under this Contract.

<PAGE>
Page 41

VI. FEE SCHEDULE
TAX DEFERRED ANNUITY PLAN

6.01 MAINTENANCE FEE

The Maintenance Fee will be $20 per Individual Account.

6.02 SURRENDER FEE

For each surrender from an Individual Account, the Surrender Fee will
vary according to the number of Purchase Payment Cycles completed for
the Individual Account being surrendered. The number and amount of
Purchase Payments to be made in a year is chosen by the Participant. A
Purchase Payment Cycle is completed when this number and amount of
Purchase Payments have been made. The number of Purchase Payment Cycles
completed may not be greater than the number of whole years since the
Individual Account was established. For each surrender, the Fee will be
as follows:

NUMBER OF PURCHASE PAYMENT CYCLES COMPLETED SURRENDER FEE
Less than 5 5%
5 or more but less than 7 4%
7 or more but less than 9 3%
9 or more 2%

No Surrender Fee is deducted from any portion of the Individual Account
which is paid:

(1) At the death of a Participant before Annuity payments start; or

(2) As a premium for an Annuity for a Participant under this Contract; or

(3) After a Participant has reached age 59 1/2 and 9 or more Purchase
Payment Cycles have been completed for the Individual Account being
surrendered.

<PAGE>

Page 42

VI. FEE SCHEDULE
DEFERRED COMPENSATION PLAN

6.01 MAINTENANCE FEE

The Maintenance Fee will be $15 per Individual Account.

6.02 SURRENDER FEE

For each surrender from an Individual Account, the Surrender Fee will
vary according to the number of Purchase Payment Cycles completed for
the Individual Account being surrendered. The number and amount of
Purchase Payments to be made in a year is chosen by the Contract Holder.
A Purchase Payment Cycle is completed when this number and amount of
Purchase Payments have been made. The number of Purchase Payment Cycles
completed may not be greater than the number of whole years since the
Individual Account was established. For each surrender, the Fee will be
as follows:

NUMBER OF PURCHASE PAYMENT CYCLES COMPLETED SURRENDER FEE
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 19 2%
19 or more 0%

No Surrender Fee is deducted from any portion of the Individual Account
which is paid:

(1) At the death of a Participant before Annuity payments start; or

(2) As a premium for an Annuity for a Participant under this Contract; or

(3) After a Participant has reached age 59 1/2 and 9 or more Purchase
Payment Cycles have been completed for the Individual Account
being surrendered; or

(4) Under a Section 457 Plan which meets the following criteria:

(a) The Contract Holder and Aetna agree in writing to have this
section apply when the Contract is purchased; and

(b) The Contract Holder certifies to Aetna that the surrender is due
to either a permanent disability, or unforeseen emergency
as specified under Section 457(b)(5) of the Internal Revenue Code.

<PAGE>

Page 43

VI. FEE SCHEDULE
QUALIFIED PENSION/PROFIT SHARING PLAN

6.01. MAINTENANCE FEE

The Maintenance Fee will be $30 per Participant.

6.02. SURRENDER FEE

For each surrender from a Plan Account, the Surrender Fee will
vary according to the number of Purchase Payment Cycles completed for
the Plan Account. The number and amount of Purchase Payments to be made
in a year is chosen by the Contract Holder. A Purchase Payment Cycle is
completed when this number and amount of Purchase Payments have been made.
The number of Purchase Payment Cycles completed may not be greater than
the number of whole years since the Plan Account was established. For each
surrender, the Fee will be as follows:

NUMBER OF PURCHASE PAYMENT CYCLES COMPLETED SURRENDER FEE
Less than 5 5%
5 or more but less than 7 4%
7 or more but less than 9 3%
9 or more 2%

No Surrender Fee is deducted from any portion of the Plan Account
which is paid:

(1) At the death of a Participant before Annuity payments start; or

(2) As a premium for an Annuity for a Participant under this Contract; or

(3) After a Participant has reached age 59 1/2 and 9 or more Purchase
Payment Cycles have been completed on behalf of the Participant.

<PAGE>

Page 44

VI. FEE SCHEDULE
TAX DEFERRED ANNUITY PLAN

6.01 MAINTENANCE FEE

The Maintenance Fee will be $15 per Individual Account.

6.02 SURRENDER FEE

For each surrender from an Individual Account, the Surrender Fee will
vary according to the number of Purchase Payment Cycles completed for
the Individual Account being surrendered. The number and amount of
Purchase Payments to be made in a year is chosen by the Participant.
A Purchase Payment Cycle is completed when this number and amount of
Purchase Payments have been made. The number of Purchase Payment Cycles
completed may not be greater than the number of whole years since the
Individual Account was established. For each surrender, the Fee will be
as follows:
<TABLE>
<CAPTION>
NUMBER OF PURCHASE PAYMENT CYCLES COMPLETED SURRENDER FEE
<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 19 2%
19 or more 0%

</TABLE>

No Surrender Fee is deducted from any portion of the Individual Account
which is paid:

(1) At the death of a Participant before Annuity payments start; or

(2) As a premium for an Annuity for a Participant under this Contract; or

(3) After a Participant has reached age 59 1/2 and 9 or more Purchase
Payment Cycles have been completed for the Individual Account being
surrendered.
<PAGE>

Page 45

VI. FEE SCHEDULE
QUALIFIED PENSION/PROFIT SHARING PLAN

6.01 MAINTENANCE FEE

The Maintenance Fee will be $30 per Participant.

6.02 SURRENDER FEE

For each surrender from an Individual Account, the Surrender Fee will vary
according to the number of Purchase Payment Cycles completed for the
Contract. The number and amount of Purchase Payments to be made in a year
is chosen by the Contract Holder. A Purchase Payment Cycle is completed
when this number and amount of Purchase Payments have been made. The
number of Purchase Payment Cycles completed may not be greater than the
number of whole years since the Contract was established. For each
surrender, the Fee will be as follows:

<TABLE>
<CAPTION>
NUMBER OF PURCHASE PAYMENT CYCLES COMPLETED SURRENDER FEE
<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 2%
</TABLE>

No Surrender Fee is deducted from any portion of the Individual Account
which is paid:

(1) At the death of a Participant before Annuity payments start; or

(2) As a premium for an Annuity for a Participant under this Contract; or

(3) After a Participant has reached age 59 1/2 and 9 or more Purchase
Payment Cycles have been completed on behalf of the Participant.
<PAGE>

Page 46
VI. FEE SCHEDULE
QUALIFIED PENSION/PROFIT SHARING PLAN

6.01 MAINTENANCE FEE
The Maintenance Fee will be $30 per Participant.

6.02 SURRENDER FEE

For each surrender from an Individual Account, the Surrender Fee will vary
according to the period of time between the effective date of the Contract
and the date of surrender. The Surrender Fee will be determined
as follows:
<TABLE>
<CAPTION>

IF PERIOD OF TIME IS SURRENDER FEE
<S> <C>
Less than 5 years 5%
From 5 to 6 years 4%
From 6 to 7 years 3%
From 7 to 8 years 2%
From 8 to 9 years 1%
9 or more years 0%
</TABLE>
No Surrender Fee is deducted from any portion of the Individual Account
which is paid:

(1) At the death of a Participant before Annuity payments start; or

(2) As a premium for an Annuity for a Participant under this Contract.
<PAGE>

Page 47

a AETNA LIFE INSURANCE AND ANNUITY COMPANY
HOME OFFICE: 151 FARMINGTON AVE.
HARTFORD, CONNECTICUT 06156
(203) 273-0123

GROUP VARIABLE, FIXED, OR COMBINATION CONTRACT
NON-PARTICIPATING
ALL PAYMENTS AND VALUES PROVIDED BY THIS CONTRACT,
WHEN BASED ON INVESTMENT EXPERIENCE OF A SEPARATE ACCOUNT,
ARE VARIABLE AND ARE NOT GUARANTEED AS TO FIXED DOLLAR AMOUNT

G-CDA-HD

<PAGE>

CONSENT OF INDEPENDENT AUDITORS

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

We consent to the use of our reports dated February 6, 1996 and February 16,
1996 included herein and to the references to our Firm under the captions
"Condensed Financial Information" in the Prospectus and "Independent Auditors"
in the Statement of Additional Information.

Our report dated February 6, 1996 refers to a change in 1993 in the Company's
method of accounting for certain investments in debt and equity securities.

/s/ KPMG Peat Marwick LLP

Hartford, Connecticut
April 22, 1996

<PAGE>

151 Farmington Avenue SUSAN E. BRYANT
Hartford, CT 06156 Counsel
Law and Regulatory Affairs, RE4C
(860)273-7834
Fax: (860)273-8340

April 22, 1996

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Attention: Filing Desk

Re: Variable Annuity Account C of Aetna Life Insurance and Annuity
Company
Post-Effective Amendment No. 6 to the Registration Statement on Form
N-4
FILE NOS. 33-75982 AND 811-2513

Gentlemen:

As Counsel of Aetna Life Insurance and Annuity Company (the "Company"), I hereby
consent to the use of my opinion dated February 28, 1996 (incorporated herein by
reference to the 24f-2 Notice for the fiscal year ended December 31, 1995 filed
on behalf of Variable Annuity Account C of Aetna Life Insurance and Annuity
Company on February 29, 1996) as an exhibit to this Post-Effective Amendment No.
6 to the Registration Statement on Form N-4 (File No. 33-75982) and to my being
named under the caption "Legal Matters" therein.

Very truly yours,

/s/ Susan E. Bryant

Susan E. Bryant
Counsel
Aetna Life Insurance and Annuity Company

<PAGE>
<ARTICLE> 6

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 6,038,034,475
<INVESTMENTS-AT-VALUE> 6,632,117,659
<RECEIVABLES> 0
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 6,632,117,659
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 6,632,117,659
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 6,632,117,659
<DIVIDEND-INCOME> 730,430,612
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> (71,090,542)
<NET-INVESTMENT-INCOME> 659,340,070
<REALIZED-GAINS-CURRENT> 160,673,967
<APPREC-INCREASE-CURRENT> 520,603,951
<NET-CHANGE-FROM-OPS> 1,340,617,988
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 1,769,805,868
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>