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. 33-88720
Commission April 22, 1996                              Registration No. 811-2513
    
- --------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM N-4

- --------------------------------------------------------------------------------
                        Post-Effective Amendment No. 1 To
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                                and Amendment To


         REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

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

                    Aetna Life Insurance and Annuity Company
                               (NAME OF DEPOSITOR)

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

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

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

- --------------------------------------------------------------------------------
It is proposed that this filing will become effective (CHECK APPROPRIATE SPACE):

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

<PAGE>

                           VARIABLE ANNUITY ACCOUNT C
                              CROSS REFERENCE SHEET

<TABLE>
<CAPTION>

Form N-4
Item No.                     Part A (Prospectus)                                   Location
- --------                     -------------------                                   --------

<S>         <C>                                                     <C>
   1        Cover Page  . . . . . . . . . . . . . . . . . . .       Cover Page

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

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

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

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

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

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

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

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

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

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

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

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

  14        Table of Contents of the Statement of
            Additional Information. . . . . . . . . . . . . .       Contents of the Statement of
                                                                    Additional Information
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

Form N-4
Item No.         Part B (Statement of Additional Information)                      Location
- --------         --------------------------------------------                      --------
<S>        <C>                                                     <C>
  15       Cover Page  . . . . . . . . . . . . . . . . . . .       Cover page

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

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

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

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

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

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

  23       Financial Statements  . . . . . . . . . . . . . .       Financial Statements
</TABLE>


                           PART C (OTHER INFORMATION)

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

<PAGE>
                                   PROSPECTUS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
   
This   Prospectus   describes   group   deferred   variable   annuity  contracts
("Contracts")  issued  by  Aetna  Life   Insurance  and  Annuity  Company   (the
"Company").  The  Contracts are  available  through participation  in large-case
deferred compensation plans ("Plans") adopted by state and local governments for
their employees or independent  contractors, or both, under  Section 457 of  the
Internal Revenue Code of 1986, as amended.
    
 
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 15 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
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
   
<TABLE>
<S>                                                                                    <C>
DEFINITIONS..........................................................................     DEFINITIONS - 1
PROSPECTUS SUMMARY...................................................................         SUMMARY - 1
FEE TABLE............................................................................       FEE TABLE - 1
CONDENSED FINANCIAL INFORMATION......................................................     AUV HISTORY - 1
THE COMPANY..........................................................................                   1
VARIABLE ANNUITY ACCOUNT C...........................................................                   1
INVESTMENT OPTIONS...................................................................                   1
    The Funds........................................................................                   1
    Credited Interest Options........................................................                   4
PURCHASE.............................................................................                   4
    Contract Availability............................................................                   4
    Contract Purchase................................................................                   4
    Purchase Payments................................................................                   4
    Right to Cancel..................................................................                   5
    Transfer Credits.................................................................                   5
CHARGES AND DEDUCTIONS...............................................................                   5
    Daily Deductions from the Separate Account.......................................                   5
    Deferred Sales Charge............................................................                   5
    Fund Expenses....................................................................                   7
    Premium and Other Taxes..........................................................                   7
CONTRACT VALUATION...................................................................                   7
    Account Value....................................................................                   7
    Accumulation Units...............................................................                   7
    Net Investment Factor............................................................                   7
TRANSFERS............................................................................                   8
    Dollar Cost Averaging Program....................................................                   8
WITHDRAWALS..........................................................................                   8
ADDITIONAL WITHDRAWAL OPTIONS........................................................                   9
DEATH BENEFIT DURING ACCUMULATION PERIOD.............................................                   9
ANNUITY PERIOD.......................................................................                  10
    Annuity Period Elections.........................................................                  10
    Annuity Options..................................................................                  10
    Annuity Payments.................................................................                  11
    Charges Deducted During the Annuity Period.......................................                  11
    Death Benefit Payable During the Annuity Period..................................                  11
TAX STATUS...........................................................................                  12
    Introduction.....................................................................                  12
    Taxation of the Company..........................................................                  12
    Contracts Used with Certain Retirement Plans.....................................                  12
MISCELLANEOUS........................................................................                  13
    Voting Rights....................................................................                  13
    Modification of the Contract.....................................................                  14
    Distribution.....................................................................                  14
    Performance Reporting............................................................                  14
    Transfer of Ownership; Assignment................................................                  15
    Delay or Suspension of Payments..................................................                  15
    Legal Matters and Proceedings....................................................                  15
</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
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
As used in this Prospectus, the following terms have the meanings shown:
 
   
ACCOUNT: A record which identifies contract values accumulated on behalf of each
Participant 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 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. The Contract Holder
has all right, title and interest in amounts held under the Contract.
    
 
   
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.
    
 
   
PLAN:  Deferred compensation  plan adopted  by state  and local  governments for
their employees or independent  contractors (or both) under  Section 457 of  the
Code.
    
 
   
PLAN  BENEFICIARY: The person entitled to receive benefits under the Plan in the
event of the Participant's death.
    
 
PURCHASE PAYMENT(S): The gross payment(s) made to the Company under a Contract.
 
- --------------------------------------------------------------------------------
                                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.
    
 
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.
    
 
- --------------------------------------------------------------------------------
                                DEFINITIONS - 2
<PAGE>
                               PROSPECTUS SUMMARY
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
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.
    
 
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  expense charge) 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.")
 
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.")
 
- --------------------------------------------------------------------------------
                                  SUMMARY - 1
<PAGE>
    The Contract also  offers certain Additional  Withdrawal Options during  the
Accumulation  Period to persons meeting  certain criteria. Additional Withdrawal
Options are  not available  in  all states  and may  not  be suitable  in  every
situation. (See "Additional Withdrawal Options.")
 
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
 
   
    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. (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
 
 -  Call Customer Service:                                1-800-525-4225 (for automated transfers or changes
                                                          in the allocation of Account Values, call:
                                                          1-800-262-3862)
</TABLE>
    
 
- --------------------------------------------------------------------------------
                                  SUMMARY - 2
<PAGE>
                                   FEE TABLE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
This Fee Table describes  the various charges and  expenses associated with  the
Contract during the Accumulation Period. For amounts deducted during the Annuity
Period,  see "Charges  Deducted During the  Annuity Period." No  sales charge is
paid 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>
 
   
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:
    
 
   
During the Accumulation Period:
    
 
   
<TABLE>
<S>                                                                     <C>              <C>
MORTALITY AND EXPENSE RISK CHARGE......................................................      0.95%
ADMINISTRATIVE EXPENSE CHARGE. We currently do not impose an Administrative Expense          0.00%
Charge.................................................................................
However, we reserve the right to deduct a daily charge from the Subaccounts equivalent
on an annual basis to not more than 0.25%
TOTAL SEPARATE ACCOUNT ANNUAL EXPENSES.................................................      0.95%
                                                                                         ---------
                                                                                         ---------
</TABLE>
    
 
   
During the Annuity Period:
    
 
   
<TABLE>
<S>                                                                     <C>              <C>
MORTALITY AND EXPENSE RISK CHARGE......................................................      1.25%
ADMINISTRATIVE EXPENSE CHARGE. We currently do not impose an Administrative Expense          0.00%
Charge.................................................................................
However, we reserve the right to deduct a daily charge from the Subaccounts equivalent
on an annual basis to not more than 0.25%
TOTAL SEPARATE ACCOUNT ANNUAL EXPENSES.................................................      1.25%
                                                                                         ---------
                                                                                         ---------
</TABLE>
    
 
- --------------------------------------------------------------------------------
                                 FEE TABLE - 1
<PAGE>
ANNUAL EXPENSES OF THE FUNDS
 
The following table illustrates the advisory fees and other expenses  applicable
to the Funds. 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 Small Cap Portfolio           0.85%            0.07%          0.92%
 Alger American Growth Portfolio              0.75%            0.10%          0.85%
 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 during 1995.
    
   
(6) The   information  for  each  Portfolio  (other  than  the  Flexible  Income
    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.  The expense figures  shown
    are  net of certain expense waivers  from Janus Capital Corporation. Without
    such waivers, the Investment  Advisory Fees, Other  Expenses and Total  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%,
    
 
- --------------------------------------------------------------------------------
                                 FEE TABLE - 2
<PAGE>
   
    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 investable
    assets in  a corresponding  series ("Series")  of Advisers  Managers  Trust.
    Expenses  in the  table reflect  expenses of  the Portfolio  and include the
    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.
    
 
- --------------------------------------------------------------------------------
                                 FEE TABLE - 3
<PAGE>
HYPOTHETICAL ILLUSTRATION (EXAMPLE)
 
THIS  EXAMPLE  IS   PURELY  HYPOTHETICAL.   IT  SHOULD  NOT   BE  CONSIDERED   A
REPRESENTATION  OF PAST OR  FUTURE EXPENSES OR  EXPECTED RETURN. ACTUAL EXPENSES
AND/OR RETURN MAY BE MORE OR LESS THAN THOSE SHOWN BELOW.
 
   
The following  Examples  illustrate  the  expenses that  would  have  been  paid
assuming a $1,000 investment in the Contract and a 5% return on assets.
    
 
   
<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                         $65      $ 96      $129      $152       $13      $40       $ 69      $152
 Aetna Income Shares                         $65      $ 96      $130      $155       $13      $41       $ 70      $155
 Aetna Variable Encore Fund                  $65      $ 97      $131      $157       $13      $41       $ 71      $157
 Aetna Investment Advisers Fund, Inc.        $65      $ 96      $130      $155       $13      $41       $ 70      $155
 Aetna Ascent Variable Portfolio             $68      $106      $146      $190       $16      $51       $ 87      $190
 Aetna Crossroads Variable Portfolio         $68      $106      $146      $190       $16      $51       $ 87      $190
 Aetna Legacy Variable Portfolio             $68      $106      $146      $190       $16      $51       $ 87      $190
 Alger American Growth Portfolio             $70      $112      $156      $212       $18      $57       $ 97      $212
 Alger American Small Cap Portfolio          $71      $114      $159      $219       $19      $59       $101      $219
 Calvert Responsibly Invested Balanced
  Portfolio                                  $70      $111      $155      $209       $18      $56       $ 96      $209
 Fidelity VIP II Contrafund Portfolio        $69      $108      $150      $198       $17      $53       $ 91      $198
 Fidelity VIP Equity-Income Portfolio        $68      $105      $144      $186       $16      $49       $ 85      $186
 Fidelity VIP Growth Portfolio               $68      $107      $149      $195       $17      $52       $ 90      $195
 Fidelity VIP Overseas Portfolio             $70      $113      $159      $218       $19      $58       $101      $218
 Franklin Government Securities Trust        $69      $109      $152      $202       $17      $54       $ 93      $202
 Janus Aspen Aggressive Growth Portfolio     $70      $112      $157      $213       $18      $57       $ 98      $213
 Janus Aspen Balanced Portfolio              $75      $127      $181      $266       $24      $72       $124      $266
 Janus Aspen Flexible Income Portfolio       $72      $118      $167      $235       $21      $63       $109      $235
 Janus Aspen Growth Portfolio                $69      $110      $153      $204       $18      $54       $ 94      $204
 Janus Aspen Short-Term Bond Portfolio       $68      $107      $149      $195       $17      $52       $ 90      $195
 Janus Aspen Worldwide Growth Portfolio      $70      $113      $159      $217       $19      $58       $100      $217
 Lexington Natural Resources Trust           $76      $129      $186      $276       $25      $75       $129      $276
 Neuberger & Berman Growth Portfolio         $71      $114      $160      $221       $19      $59       $102      $221
 Scudder International Portfolio Class A
  Shares                                     $72      $118      $167      $236       $21      $64       $109      $236
 TCI Growth                                  $71      $116      $163      $227       $20      $61       $105      $227
</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 - 4
<PAGE>
   
                        CONDENSED FINANCIAL INFORMATION
                              AETNA PLUS CONTRACTS
   (SELECTED DATA FOR ACCUMULATION UNITS OUTSTANDING THROUGHOUT EACH PERIOD)
    
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
   
THE CONDENSED FINANCIAL INFORMATION PRESENTED BELOW FOR EACH OF THE YEARS IN THE
TEN-YEAR PERIOD ENDED  DECEMBER 31, 1995  (AS APPLICABLE), IS  DERIVED FROM  THE
FINANCIAL  STATEMENTS OF THE  SEPARATE ACCOUNT, WHICH  FINANCIAL STATEMENTS HAVE
BEEN AUDITED  BY KPMG  PEAT  MARWICK LLP,  INDEPENDENT AUDITORS.  THE  FINANCIAL
STATEMENTS  AS OF AND FOR  THE YEAR ENDED DECEMBER  31, 1995 AND THE INDEPENDENT
AUDITORS'  REPORT  THEREON,  ARE  INCLUDED   IN  THE  STATEMENT  OF   ADDITIONAL
INFORMATION. THE ACCUMULATION UNIT VALUES AND THE PERCENTAGE CHANGE IN THE VALUE
OF AN ACCUMULATION UNIT REFLECT A MORTALITY AND EXPENSE RISK CHARGE OF 1.25% FOR
THE PERIODS SHOWN. AS OF JANUARY 15, 1996, THE MORTALITY AND EXPENSE RISK CHARGE
WAS  REDUCED TO 0.95% DURING THE ACCUMULATION  PERIOD. IT WILL INCREASE TO 1.25%
DURING THE ANNUITY PERIOD.
    
   
<TABLE>
<CAPTION>
                                       1995             1994             1993            1992           1991
                                  --------------   ---------------   -------------   -------------   -----------
<S>                               <C>              <C>               <C>             <C>             <C>
 
AETNA VARIABLE FUND
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
 
<CAPTION>
                                     1990           1989           1988          1987          1986
                                  -----------   -------------   -----------   -----------   -----------
<S>                               <C>           <C>             <C>           <C>           <C>
AETNA VARIABLE FUND
Value at beginning of period          $76.311         $59.871       $52.885       $50.760       $43.205
Value at end of period                $77.845         $76.311       $59.871       $52.885       $50.760
Increase (decrease) in value of
 accumulation unit(1)                    2.01%          27.46%        13.21%         4.19%        17.49%
Number of accumulation units
 outstanding at end of period      18,362,906      17,142,820    16,455,396    16,497,406    16,578,251
AETNA INCOME SHARES
Value at beginning of period          $28.943         $25.574       $24.061       $23.308       $20.703
Value at end of period                $31.192         $28.943       $25.574       $24.061       $23.308
Increase (decrease) in value of
 accumulation unit(1)                    7.77%          13.17%         6.29%         3.23%        12.58%
Number of accumulation units
 outstanding at end of period       6,984,793       6,202,834     5,955,293     5,372,271     6,188,470
AETNA VARIABLE ENCORE FUND
Value at beginning of period          $30.012         $27.783       $26.171       $24.812       $23.504
Value at end of period                $32.138         $30.012       $27.783       $26.171       $24.812
Increase (decrease) in value of
 accumulation unit(1)                    7.08%           8.02%         6.16%         5.48%         5.57%
Number of accumulation units
 outstanding at end of period      10,220,110       8,286,033     8,154,644     7,326,151     6,692,947
AETNA INVESTMENT ADVISERS
 FUND, INC.
Value at beginning of period          $10.437         $10.000(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 PORTFO
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
</TABLE>
    
 
- --------------------------------------------------------------------------------
                                AUV HISTORY - 1
<PAGE>
   
                  CONDENSED FINANCIAL INFORMATION (CONTINUED)
    
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
   
<TABLE>
<CAPTION>
                                       1995             1994             1993            1992
                                  --------------   ---------------   -------------   -------------
<S>                               <C>              <C>               <C>             <C>             <C>
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
 
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
 
<CAPTION>
<S>                               <C>           <C>             <C>           <C>           <C>
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
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 PORTF
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
FIDELITY VIP EQUITY-INCOME PORTF
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
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
</TABLE>
    
 
   
- --------------------------------------------------------------------------------
    
                                AUV HISTORY - 2
<PAGE>
   
                  CONDENSED FINANCIAL INFORMATION (CONTINUED)
    
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
   
<TABLE>
<CAPTION>
                                       1995             1994             1993            1992
                                  --------------   ---------------   -------------   -------------
<S>                               <C>              <C>               <C>             <C>             <C>
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
 
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
 
<CAPTION>
<S>                               <C>           <C>             <C>           <C>           <C>
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
JANUS ASPEN AGGRESSIVE GROWTH PO
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 PORT
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 PORT
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 POR
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 TRUS
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 PORTFO
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 - 3
<PAGE>
   
                  CONDENSED FINANCIAL INFORMATION (CONTINUED)
    
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
   
<TABLE>
<CAPTION>
                                       1995             1994             1993            1992
                                  --------------   ---------------   -------------   -------------
<S>                               <C>              <C>               <C>             <C>             <C>
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
 
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>
SCUDDER INTERNATIONAL 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
TCI GROWTH
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
</TABLE>
    
 
   
 (1) The above figures are calculated by subtracting the beginning  Accumulation
     Unit  value from the ending Accumulation Unit value during a calendar year,
     and dividing the  result by  the beginning Accumulation  Unit value.  These
     figures  do  not reflect  the deferred  sales charges  or the  fixed dollar
     annual maintenance fee, if any. Inclusion of these charges would reduce the
     investment results shown.
    
 
   
 (2) The 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 - 4
<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 the  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 in  a  manner  consistent  with  the
 preservation  of  capital. The  Portfolio pursues  its investment  objective by
 normally investing at least  50% of its equity  assets in securities issued  by
 medium-sized   companies.  Medium-sized   companies  are   those  whose  market
 capitalizations fall within the range of companies in the S&P MidCap 400 Index,
 which as of December 29,  1995 included companies with capitalizations  between
 approximately $118 million and $7.5 billion, but which is expected to change on
 a regular basis.(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 holding of debt securities rated below investment grade (e.g., 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 seeks  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  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,
 
- --------------------------------------------------------------------------------
                                       3
<PAGE>
causing  its per  share value  to decrease.  Each Fund's  Board of  Directors or
Trustees has  agreed  to  monitor  events in  order  to  identify  any  material
irreconcilable conflicts which might arise and to determine what action, if any,
should be taken to address such conflict.
 
CREDITED INTEREST OPTIONS
 
   
    Purchase  Payments may be allocated to one  or more of the Credited Interest
Options available under the  Contract as described  below. (The Contract  Holder
may elect not to offer all Credited Interest Options under its Plan.)
    
 
- - The  Guaranteed  Accumulation  Account  (GAA) is  a  credited  interest option
  through which we guarantee stipulated rates of interest for stated periods  of
  time.  Amounts must remain in the GAA for the full guaranteed term to received
  the quoted interest rates, or a market value adjustment (which may be positive
  or negative) will be applied. (See Appendix I.)
 
- - The Fixed  Account is  a part  of  the Company's  general account.  The  Fixed
  Account  guarantees a minimum interest rate, as specified in the Contract. The
  Company may credit higher interest rates from time to time. Transfers from the
  Fixed Account are limited. (See Appendix II.)
 
   
- - The Fixed Plus Account  is also a  part of the  Company's general account  and
  guarantees  a minimum interest rate, as specified in the Contract. The Company
  may credit higher interest rates in its discretion. Withdrawals and  transfers
  from the Fixed Plus Account are limited. (See Appendix III.)
    
 
                                    PURCHASE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
CONTRACT AVAILABILITY
 
   
    The  Contracts are designed for Plans established by organizations for their
deferred compensation  plans under  Section 457  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."
    
 
   
    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.  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
Contract  Holder. If we agree to hold Purchase Payments for longer than the five
business days  based  on  the consent  of  the  Contract Holder,  they  will  be
deposited  in  the Aetna  Variable Encore  Fund Subaccount  until the  forms are
completed.
    
 
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
 
- --------------------------------------------------------------------------------
                                       4
<PAGE>
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
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
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 0.95% of  the daily net assets of the Subaccounts
and compensates the Company  for the assumption of  mortality and expense  risks
under  the Contract. During the Annuity  Period, the deduction for the mortality
and expense risks is equivalent to 1.25% per year. 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  charge  compensates  the  Company  for  administrative  expenses
incurred in administering the Contract. The charge is set at a level which  does
not  exceed  the average  expected  cost of  the  administrative services  to be
provided while the Contract is in force.  The Company does not expect to make  a
profit from this charge.
 
    Under  the Contract, the amount of  the administrative expense charge may be
of an amount equal, on an annual basis,  to a maximum of 0.25% of the daily  net
assets  of the Subaccounts. There is  currently no administrative expense charge
during the Accumulation  Period or  Annuity Period.  Once an  Annuity Option  is
elected,  the charge will be established and will be effective during the entire
Annuity Period.
 
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
 
- --------------------------------------------------------------------------------
                                       5
<PAGE>
   
Contract  Years that have elapsed since  the Contract effective date. 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.
 
    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
    
 
- --------------------------------------------------------------------------------
                                       6
<PAGE>
   
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.
 
                               CONTRACT VALUATION
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
ACCOUNT VALUE
 
    Until  the Annuity  Date, the  Account Value  is the  total dollar  value of
amounts held in the Account as of  any Valuation Date. The Account Value at  any
given  time is based on the value of the units held in each Subaccount, plus the
value of amounts held in any of the Credited Interest Options.
 
ACCUMULATION UNITS
 
   
    The value of your interests  in a Subaccount is  expressed as the number  of
"Accumulation  Units" that you  hold multiplied by  an "Accumulation Unit Value"
(or "AUV")  for each  unit.  The AUV  on any  Valuation  Date is  determined  by
multiplying  the value  on the immediately  preceding Valuation Date  by the net
investment factor  of that  Subaccount for  the period  between the  immediately
preceding  Valuation Date and  the current Valuation  Date. (See "Net Investment
Factor" below.) The Accumulation Unit Value  will be affected by the  investment
performance, expenses and charges of the applicable Fund and is reduced each day
by  a percentage that accounts for the daily assessment of mortality and expense
risk charges and the administrative expense charge (if any).
    
 
    Initial Purchase  Payments will  be credited  to your  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
   
    (c) taxes or provisions for taxes, if any, attributable to the operation  of
        the Subaccount;
    
   
    (d)  divided by the total value of the Subaccount's Accumulation and Annuity
        Units the preceding Valuation Date;
    
   
    (e) minus,  a  daily  charge at  the  annual  effective rate  of  0.95%  for
        mortality and expense risks during the Accumulation Period and 1.25% for
        mortality  and expense risks during the  Annuity Period, and up to 0.25%
        as an administrative expense charge (currently 0%).
    
 
    The net investment rate may be either positive or negative.
 
- --------------------------------------------------------------------------------
                                       7
<PAGE>
                                   TRANSFERS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
    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.  Please refer to  the "Inquiries"  section of the
Prospectus Summary, which describes how you can obtain further information.
    
 
                                  WITHDRAWALS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
    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,
 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,
 the amount 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 Option 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.
 
- --------------------------------------------------------------------------------
                                       8
<PAGE>
                         ADDITIONAL WITHDRAWAL OPTIONS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
    The Company offers certain  withdrawal options under  the Contract that  are
not  considered Annuity  Options ("Additional Withdrawal  Options"). To exercise
these options, the Account  Value must meet the  minimum dollar amounts and  age
criteria applicable to that option.
 
    The  Additional Withdrawal  Options currently  available under  the Contract
include the following:
 
- -SWO--SYSTEMATIC WITHDRAWAL OPTION. SWO is a series of partial withdrawals  from
 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.
 
                    DEATH BENEFIT DURING ACCUMULATION PERIOD
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
    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. Death
benefit proceeds may be paid to the Contract Beneficiary:
 
- - in a lump sum;
 
- - in accordance with any of the Annuity Options available under the Contract; or
 
- - under any Additional Withdrawal Options  available under the Contract (if  the
  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
 
- --------------------------------------------------------------------------------
                                       9
<PAGE>
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
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
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" below.)
    
 
   
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.)
    
 
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.
 
- --------------------------------------------------------------------------------
                                       10
<PAGE>
NONLIFETIME ANNUITY OPTIONS:
 
- -OPTION  1--PAYMENTS  FOR  A SPECIFIED  PERIOD--  payments will  continue  for a
 specified period of time, as provided for under your Contract.
 
   
    Under the nonlifetime option, the 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
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 the minimum stated in your Contract. 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
 
- --------------------------------------------------------------------------------
                                       11
<PAGE>
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 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
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
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 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.  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
 
- --------------------------------------------------------------------------------
                                       12
<PAGE>
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  Plans. Distributions  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 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.  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 (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 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. Such limit is generally the lesser of $7,500 or
33 1/3% of your includible compensation (25% of gross compensation).
 
                                 MISCELLANEOUS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
VOTING RIGHTS
 
    Each  Contract Holder may direct  us in the voting  of shares at meetings of
shareholders of  the appropriate  Fund(s). The  number of  votes to  which  each
Contract Holder may give direction will be determined as of the record date.
 
- --------------------------------------------------------------------------------
                                       13
<PAGE>
    The  number of votes each Contract Holder is entitled to direct with respect
to a particular Fund during the Accumulation  Period is equal to the portion  of
the  current value of the Contract attributable to that Fund, divided by the net
asset value of one share of that Fund. During the Annuity Period, the number  of
votes  is  equal to  the  valuation reserve  applicable  to the  portion  of the
Contract attributable to that Fund, divided by the net asset value of one  share
of  that Fund.  In determining  the number  of votes,  fractional votes  will be
recognized. Where the value of the Contract or valuation reserve relates to more
than one Fund, the  calculation of votes will  be performed separately for  each
Fund.
    Each  Contract Holder will receive a  notice of each meeting of shareholders
of 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 with respect to new
Participants, no new  Participants will  be covered  under the  Contract and  we
reserve  the  right  to  discontinue  accepting  Purchase  Payments  to existing
Accounts. By mutual consent, the Company  and Contract Holder may also agree  to
make  changes to the Contract that would apply to existing Participants. Certain
changes to  the Contract  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 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
 
- --------------------------------------------------------------------------------
                                       14
<PAGE>
   
period (e.g., mortality  and expense  risk charges,  the 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.
 
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
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
    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>
 
- --------------------------------------------------------------------------------
                                       15
<PAGE>
                                   APPENDIX I
                        GUARANTEED ACCUMULATION ACCOUNT
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
   
    THE  GUARANTEED ACCUMULATION ACCOUNT  ("GAA") IS A  CREDITED INTEREST OPTION
AVAILABLE DURING THE ACCUMULATION  PERIOD UNDER THE  CONTRACT DISCUSSED IN  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
 
   
    Amounts  applied to  a Guaranteed  Term during a  deposit period  may not be
transferred to any  other funding option  or to another  Guaranteed Term  during
that  deposit period  or for  90 days  after the  close of  that deposit period.
Transfers are permitted from Guaranteed Terms of one classification to available
Guaranteed Terms  of  another  classification.  We will  apply  an  MVA  to  GAA
transfers  made before the end of a Guaranteed Term. Transfers of GAA values due
to a maturity are not subject to an MVA.
    
 
- --------------------------------------------------------------------------------
                                       16
<PAGE>
                                  APPENDIX II
                                 FIXED ACCOUNT
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
    THE FOLLOWING SUMMARIZES MATERIAL INFORMATION CONCERNING THE FIXED  ACCOUNT.
AMOUNTS ALLOCATED TO THE FIXED ACCOUNT ARE HELD IN THE COMPANY'S GENERAL ACCOUNT
THAT  SUPPORTS GENERAL INSURANCE AND ANNUITY OBLIGATIONS. INTERESTS IN THE FIXED
ACCOUNT HAVE NOT BEEN  REGISTERED WITH THE SEC  IN RELIANCE ON EXEMPTIONS  UNDER
THE  SECURITIES ACT OF 1933, AS  AMENDED. DISCLOSURE IN THE PROSPECTUS REGARDING
THE FIXED  ACCOUNT, MAY,  HOWEVER, BE  SUBJECT TO  CERTAIN GENERALLY  APPLICABLE
PROVISIONS  OF  THE  FEDERAL  SECURITIES  LAWS  RELATING  TO  THE  ACCURACY  AND
COMPLETENESS OF SUCH STATEMENTS. DISCLOSURE IN THIS APPENDIX REGARDING THE FIXED
ACCOUNT HAS NOT BEEN REVIEWED BY THE SEC.
 
    The Fixed  Account guarantees  the minimum  interest rate  specified in  the
Contract.  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.
 
- --------------------------------------------------------------------------------
                                       17
<PAGE>
                                  APPENDIX III
                               FIXED PLUS ACCOUNT
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
    THE FOLLOWING  SUMMARIZES MATERIAL  INFORMATION  CONCERNING THE  FIXED  PLUS
ACCOUNT.  AMOUNTS ALLOCATED TO THE FIXED PLUS  ACCOUNT ARE HELD IN THE COMPANY'S
GENERAL ACCOUNT THAT  SUPPORTS 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.
 
- --------------------------------------------------------------------------------
                                       18
<PAGE>
    Once we receive a request for a full withdrawal from an Account, no  further
withdrawals or transfers will be permitted from the Fixed Plus Account.
 
    A  full withdrawal from the Fixed Plus  Account may be 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.
 
- --------------------------------------------------------------------------------
                                       19
<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.
     88720(S)-2) DATED MAY 1, 1996.
    
 
- --------------------------------------------------------------------------------
 
                          CONTRACT HOLDER'S SIGNATURE
 
- --------------------------------------------------------------------------------
 
                                      DATE
 
   
88720-2 (5/96)
    
 
- --------------------------------------------------------------------------------
<PAGE>

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

   

             STATEMENT OF ADDITIONAL INFORMATION DATED  MAY 1, 1996
    

   

                               AetnaPlus Contracts
          Group Variable Annuity Contracts Available under Section 457
    

   

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

                                                                     Page
                                                                     ----

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 . . . . . . . . . . . . . . . . . . . . . . . . . .   5
Sales Material and Advertising . . . . . . . . . . . . . . . . . . .   6
Independent Auditors . . . . . . . . . . . . . . . . . . . . . . . .   7
Financial Statements of the Separate Account . . . . . . . . . . . .  S-1
Financial Statements of Aetna Life Insurance and Annuity Company . .  F-1


<PAGE>

                         GENERAL INFORMATION AND HISTORY

   

Aetna Life Insurance and Annuity Company (the Company) is a stock life 
insurance company which was organized under the insurance laws of the State 
of Connecticut in 1976.  Through a merger, it succeeded to the business of 
Aetna Variable Annuity Life Insurance Company (formerly Participating Annuity 
Life Insurance Company organized in 1954).  As of December 31, 1995, the 
Company had assets of $27.1 billion (subject to $25.5 billion of customer and 
other liabilities, $1.6 billion of shareholder equity) which includes 
$11 billion in assets held in the Company's separate accounts.  The Company had
$22 billion in assets under management, including $8 billion in its mutual 
funds.  As of December 31, 1994, it ranked among the top 2% of all U.S. life 
insurance companies by size.  The Company is a wholly owned subsidiary of 
Aetna Retirement Holdings, Inc., which is in turn a wholly owned subsidiary 
of Aetna Retirement Services, Inc. and an indirect wholly owned subsidiary of 
Aetna Life and Casualty Company.  The Company is engaged in the business of 
issuing life insurance policies and annuity contracts in all states of the 
United States.  The Company's Home Office is located at 151 Farmington 
Avenue, Hartford, Connecticut 06156.
    

   

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

   

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

   

The assets of 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 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>
<CAPTION>
   
     <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 Class A Shares
     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 "Account Values."
    

                                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, 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 as if the charge had been 0.95% during all periods shown, administrative
expense charges, and deferred sales charges).  These charges will be deducted on
a pro rata basis in the case of fractional periods. (The mortality and expense
risk charge will increase to 1.25% during the Annuity Period.)  If you had
invested in the Contract prior to December 20, 1995, your actual performance
would have been lower than the figures shown since the mortality and expense
risk charge prior to that date was 1.25%.  See the Condensed Financial
Information table in the prospectus for the actual increase or decrease in the
value of an Accumulation Unit for those periods.
    


                                        2

<PAGE>

   

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

   

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

   

Investment results of the Subaccounts 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

   

The table shown below represents the variations in contract payment type under
different plans.  It reflects the average annual standardized and non-
standardized total return quotation figures for the periods ended December 31,
1995 for the Subaccounts.  For those Subaccounts where results are not available
for the full calendar period indicated, the percentage shown is an average
annual return since inception (denoted with an *).
    
<TABLE>
<CAPTION>
   

    SINGLE PURCHASE PAYMENT                                                                                     FUND
            ACCOUNT                          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                     24.45%    11.53%    12.64%    31.00%    10.76%    12.45%    12.64%    04/30/75

Aetna Income Shares                     11.27%    7.95%     8.85%     17.13%    6.64%     8.83%     8.85%     06/01/78


Aetna Variable Encore Fund              (0.20%)   2.87%     5.23%     5.05%     3.45%     3.71%     5.23%     09/01/75

Aetna Investment Advisers Fund, Inc.    19.73%    9.93%     9.20%*    26.03%    10.63%    10.84%    9.71%*    06/23/89

Aetna Ascent Variable Portfolio         4.48%*    n/a       n/a       9.98%*    n/a       n/a       n/a       07/03/95

Aetna Crossroads Variable Portfolio     3.38%*    n/a       n/a       8.82%*    n/a       n/a       n/a       07/03/95

Aetna Legacy Variable Portfolio         2.37%*    n/a       n/a       7.75%*    n/a       n/a       n/a       07/03/95

Alger American Growth Portfolio         28.33%    19.60%    17.80%*   35.09%    18.09%    20.58%    18.31%*   01/08/89

Alger American Small Cap Portfolio      35.80%    18.30%    20.99%*   42.95%    14.67%    19.27%    21.32%*   09/21/88

Calvert Responsibly Invested
Balanced Portfolio                      22.13%    9.29%     9.05%*    28.55%    9.92%     10.19%    9.05%*    09/04/86

Fidelity VIP II Contrafund Portfolio    31.40%*   n/a       n/a       38.32%*   n/a       n/a       n/a       01/03/95

Fidelity VIP Equity-Income Portfolio    27.13%    19.20%    12.33%*   33.83%    18.48%    20.18%    12.33%*   10/22/86

    
</TABLE>

                                                                  3

<PAGE>

<TABLE>
<CAPTION>
   

<S>                                     <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
Fidelity VIP Growth Portfolio           27.39%    18.66%    13.89%*   34.10%    16.23%    19.64%    13.89%*   11/07/86

Fidelity VIP Overseas Portfolio         3.22%     6.23%     6.22%*    8.65%     14.20%    7.10%     6.34%*    02/13/87

Franklin Government Securities Trust    10.76%    6.82%     7.69%*    16.59%    5.85%     7.69%     8.19%*    05/30/89

Janus Aspen Aggressive Growth Portfolio 19.97%    23.61%*   n/a       26.28%    26.39%*   n/a       n/a       9/13/93

Janus Aspen Balanced Portfolio          17.43%    10.35%*   n/a       23.61%    12.84%*   n/a       n/a       09/13/93

Janus Aspen Flexible Income Portfolio   16.56%    6.24%*    n/a       22.69%    8.63%*    n/a       n/a       09/13/93

Janus Aspen Growth Portfolio            22.50%    11.60%*   n/a       28.95%    14.12%*   n/a       n/a       09/13/93

Janus Aspen Short-Term Bond Portfolio   3.08%     1.32%*    n/a       8.50%     3.61%*    n/a       n/a       09/13/93

Janus Aspen Worldwide Growth Portfolio  19.76%    16.86%*   n/a       26.07%    19.49%*   n/a       n/a       09/13/93

Lexington Natural Resources Trust       9.98%     17.01%*   n/a       15.77%    6.35%     18.45%*   n/a       05/31/89

Neuberger & Berman Growth Portfolio     23.96%    12.24%    11.38%    30.49%    10.04%    13.16%    11.38%    12/31/85

Scudder International Portfolio 
Class A Shares                           4.56%     8.37%     8.17%    10.07%    13.62%    9.26%     8.30%*    05/01/87

TCI Growth                              23.37%    13.72%    12.15%*   29.86%    12.91%    14.65%    12.29%*   11/20/87

    
</TABLE>

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

<TABLE>
<CAPTION>
   

   INSTALLMENT FUND PAYMENT                                                                                     FUND
            ACCOUNT                          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                     24.45%    11.30%    12.64%    31.00%    10.76%    12.45%    12.64%    04/30/75

Aetna Income Shares                     11.27%    7.72%     8.85%     17.13%    6.64%     8.83%     8.85%     06/01/78

Aetna Variable Encore Fund              (0.20%)   2.65%     5.23%     5.05%     3.45%     3.71%     5.23%     09/01/75

Aetna Investment Advisers Fund, Inc.    19.73%    9.70%     8.85%*    26.03%    10.63%    10.84%    9.71%*    06/23/89

Aetna Ascent Variable Portfolio         4.48%*    n/a       n/a       9.98%*    n/a       n/a       n/a       07/03/95

Aetna Crossroads Variable Portfolio     3.38%*    n/a       n/a       8.82%*    n/a       n/a       n/a       07/03/95

Aetna Legacy Variable Portfolio         2.37%*    n/a       n/a       7.75%*    n/a       n/a       n/a       07/03/95

Alger American Growth Portfolio         28.33%    19.35%    17.44%*   35.09%    18.09%    20.58%    18.31%*   01/08/89

Alger American Small Cap Portfolio      35.80%    18.06%    20.47%*   42.95%    14.67%    19.27%    21.32%*   09/21/88

Calvert Responsibly Invested
Balanced Portfolio                      22.13%    9.07%     8.45%*    28.55%    9.92%     10.19%    9.05%*    09/04/86

Fidelity VIP II Contrafund  Portfolio   31.40%*   n/a       n/a       38.32%*   n/a       n/a       n/a       01/03/95

    
</TABLE>


                                                                  4

<PAGE>

<TABLE>
<CAPTION>
   

      INSTALLMENT PAYMENT                                                                                         FUND
            ACCOUNT                          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>
Fidelity VIP Equity-Income Portfolio    27.13%    18.95%    11.70%*   33.83%    18.48%    20.18%    12.33%*   10/22/86

Fidelity VIP Growth Portfolio           27.39%    18.42%    13.26%*   34.10%    16.23%    19.64%    13.89%*   11/07/86

Fidelity VIP Overseas Portfolio         3.22%     6.01%     5.72%*    8.65%     14.20%    7.10%     6.34%*    02/13/87

Franklin Government Securities Trust    10.76%    6.59%     7.35%*    16.59%    5.85%     7.69%     8.19%*    05/30/89

Janus Aspen Aggressive Growth Portfolio 19.97%    23.61%*   n/a       26.28%    26.39%*   n/a       n/a       9/13/93

Janus Aspen Balanced Portfolio          17.43%    10.35%*   n/a       23.61%    12.84%*   n/a       n/a       09/13/93

Janus Aspen Flexible Income Portfolio   16.56%    6.24%*    n/a       22.69%    8.63%*    n/a       n/a       09/13/93

Janus Aspen Growth Portfolio            22.50%    11.60%*   n/a       28.95%    14.12%*   n/a       n/a       09/13/93

Janus Aspen Short-Term Bond Portfolio   3.08%     1.32%*    n/a       8.50%     3.61%*    n/a       n/a       09/13/93

Janus Aspen Worldwide Growth Portfolio  19.76%    16.86%*   n/a       26.07%    19.49%*   n/a       n/a       09/13/93

Lexington Natural Resources Trust       9.98%     17.01%*   n/a       15.77%    6.35%     18.45%*   n/a       05/31/89

Neuberger & Berman Growth Portfolio     23.96%    12.01%    11.38%    30.49%    10.04%    13.16%    11.38%    12/31/85

Scudder International Portfolio
Class A Shares                          4.56%     8.15%     7.66%*    10.07%    13.62%    9.26%     8.30%*    05/01/87

TCI Growth                              23.37%    13.48%    11.58%*   29.86%    12.91%    14.65%    12.29%*   11/20/87

    
</TABLE>

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

                                ANNUITY PAYMENTS

   

When Annuity payments are to begin, the value of the 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


                                        5

<PAGE>

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

   

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

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

   

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


   

                         SALES MATERIAL AND ADVERTISING
    

The Company may include hypothetical illustrations in its sales literature that
explain the mathematical principles of dollar cost averaging, compounded
interest, tax deferred accumulation, and the mechanics of


                                        6

<PAGE>

variable annuity contracts.  The Company may also discuss the difference between
variable annuity contracts and other types of savings or investment products,
including, but not limited to, personal savings accounts and certificates of
deposit.

   

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


                                        7

<PAGE>

                              FINANCIAL STATEMENTS


                           VARIABLE ANNUITY ACCOUNT C


                                      INDEX

   

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















                                       S-1

<PAGE>

                          INDEPENDENT AUDITORS' REPORT

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

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

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

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



                                                           KPMG Peat Marwick LLP

Hartford, Connecticut
February 16, 1996


                                         S-2

<PAGE>

VARIABLE ANNUITY ACCOUNT C

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

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

Net assets represented by:

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


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

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



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

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


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

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

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


                                       S-7
<PAGE>
VARIABLE ANNUITY ACCOUNT C

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

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



See Notes to Financial Statements.


                                       S-8
<PAGE>
VARIABLE ANNUITY ACCOUNT C

STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>


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


See Notes to Financial Statements.


                                       S-9
<PAGE>
VARIABLE ANNUITY ACCOUNT C

NOTES TO FINANCIAL STATEMENTS - December 31, 1995

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

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

     a. VALUATION OF INVESTMENTS

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

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


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

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

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

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

                                       S-10

<PAGE>

VARIABLE ANNUITY ACCOUNT C

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

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

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

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

4.   PURCHASES AND SALES OF INVESTMENTS

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

5.   ESTIMATES 

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



                                       S-11

<PAGE>

VARIABLE ANNUITY ACCOUNT C

CONDENSED FINANCIAL INFORMATION

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

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


                                      S-12
<PAGE>

VARIABLE ANNUITY ACCOUNT C

CONDENSED FINANCIAL INFORMATION

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

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

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


                                      S-13
<PAGE>

VARIABLE ANNUITY ACCOUNT C

CONDENSED FINANCIAL INFORMATION

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

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


                                      S-14
<PAGE>

VARIABLE ANNUITY ACCOUNT C

CONDENSED FINANCIAL INFORMATION

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

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


                                      S-15
<PAGE>

VARIABLE ANNUITY ACCOUNT C

CONDENSED FINANCIAL INFORMATION

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

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

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


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

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


                                      S-16
<PAGE>

VARIABLE ANNUITY ACCOUNT C

CONDENSED FINANCIAL INFORMATION

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

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

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

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

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

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

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

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

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

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


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


                                      S-17
<PAGE>
                       CONSOLIDATED FINANCIAL STATEMENTS
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
                                     Index
 
<TABLE>
<CAPTION>
                                                                   PAGE
                                                                   ---
<S>                                                                <C>
Independent Auditors' Report.....................................  F-2
Consolidated Financial Statements:
  Consolidated Statements of Income for the Years Ended
   December 31, 1995, 1994 and 1993..............................  F-3
  Consolidated Balance Sheets as of December 31, 1995 and 1994...  F-4
  Consolidated Statements of Changes in Shareholder's Equity for
   the Years Ended
   December 31, 1995, 1994 and 1993..............................  F-5
  Consolidated Statements of Cash Flows for the Years Ended
   December 31, 1995, 1994 and 1993..............................  F-6
Notes to Consolidated Financial Statements.......................  F-7
</TABLE>
 
                                      F-1
<PAGE>
                          INDEPENDENT AUDITORS' REPORT
 
The Shareholder and Board of Directors
Aetna Life Insurance and Annuity Company:
 
We  have  audited the  accompanying consolidated  balance  sheets of  Aetna Life
Insurance and Annuity Company and Subsidiaries as of December 31, 1995 and 1994,
and the  related consolidated  statements of  income, changes  in  shareholder's
equity  and cash  flows for  each of  the years  in the  three-year period ended
December  31,   1995.   These   consolidated  financial   statements   are   the
responsibility  of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.
 
We  conducted  our  audits  in  accordance  with  generally  accepted   auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence  supporting
the  amounts and disclosures in the financial statements. An audit also includes
assessing the  accounting  principles used  and  significant estimates  made  by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the consolidated financial statements referred to above  present
fairly, in all material respects, the financial position of Aetna Life Insurance
and  Annuity Company and Subsidiaries as of  December 31, 1995 and 1994, and the
results of their operations and  their cash flows for each  of the years in  the
three-year period ended December 31, 1995, in conformity with generally accepted
accounting principles.
 
As  discussed in Note  1 to the  consolidated financial statements,  in 1993 the
Company changed its methods  of accounting for certain  investments in debt  and
equity securities.
 
                                                           KPMG Peat Marwick LLP
 
Hartford, Connecticut
February 6, 1996
 
                                      F-2
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
                       Consolidated Statements of Income
                                   (millions)
 
<TABLE>
<CAPTION>
                                                           YEARS ENDED DECEMBER 31,
                                                         ----------------------------
                                                           1995      1994      1993
                                                         --------  --------  --------
<S>                                                      <C>       <C>       <C>
Revenue:
  Premiums.............................................  $  130.8  $  124.2  $   82.1
  Charges assessed against policyholders...............     318.9     279.0     251.5
  Net investment income................................   1,004.3     917.2     911.9
  Net realized capital gains...........................      41.3       1.5       9.5
  Other income.........................................      42.0      10.3       9.5
                                                         --------  --------  --------
    Total revenue......................................   1,537.3   1,332.2   1,264.5
                                                         --------  --------  --------
Benefits and expenses:
  Current and future benefits..........................     915.3     854.1     818.4
  Operating expenses...................................     318.7     235.2     207.2
  Amortization of deferred policy acquisition costs....      43.3      26.4      19.8
                                                         --------  --------  --------
    Total benefits and expenses........................   1,277.3   1,115.7   1,045.4
                                                         --------  --------  --------
Income before federal income taxes.....................     260.0     216.5     219.1
  Federal income taxes.................................      84.1      71.2      76.2
                                                         --------  --------  --------
Net income.............................................  $  175.9  $  145.3  $  142.9
                                                         --------  --------  --------
                                                         --------  --------  --------
</TABLE>
 
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
 
                                      F-3
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
                          Consolidated Balance Sheets
                                   (millions)
 
<TABLE>
<CAPTION>
                                                             DECEMBER 31,
                                                         --------------------
                                                           1995       1994
                                                         ---------  ---------
<S>                                                      <C>        <C>
ASSETS
- -------------------------------------------------------
Investments:
  Debt securities, available for sale:
   (amortized cost: $11,923.7 and $10,577.8)...........  $12,720.8  $10,191.4
  Equity securities, available for sale:
    Non-redeemable preferred stock (cost: $51.3 and
     $43.3)............................................       57.6       47.2
    Investment in affiliated mutual funds (cost: $173.4
     and $187.1).......................................      191.8      181.9
    Common stock (cost: $6.9 at December 31, 1995).....        8.2         --
  Short-term investments...............................       15.1       98.0
  Mortgage loans.......................................       21.2        9.9
  Policy loans.........................................      338.6      248.7
  Limited partnership..................................         --       24.4
                                                         ---------  ---------
      Total investments................................   13,353.3   10,801.5
 
Cash and cash equivalents..............................      568.8      623.3
Accrued investment income..............................      175.5      142.2
Premiums due and other receivables.....................       37.3       75.8
Deferred policy acquisition costs......................    1,341.3    1,164.3
Reinsurance loan to affiliate..........................      655.5      690.3
Other assets...........................................       26.2       15.9
Separate Accounts assets...............................   10,987.0    7,420.8
                                                         ---------  ---------
      Total assets.....................................  $27,144.9  $20,934.1
                                                         ---------  ---------
                                                         ---------  ---------
LIABILITIES AND SHAREHOLDER'S EQUITY
- -------------------------------------------------------
Liabilities:
  Future policy benefits...............................  $ 3,594.6  $ 2,912.7
  Unpaid claims and claim expenses.....................       27.2       23.8
  Policyholders' funds left with the Company...........   10,500.1    8,949.3
                                                         ---------  ---------
      Total insurance reserve liabilities..............   14,121.9   11,885.8
  Other liabilities....................................      259.2      302.1
  Federal income taxes:
    Current............................................       24.2        3.4
    Deferred...........................................      169.6      233.5
  Separate Accounts liabilities........................   10,987.0    7,420.8
                                                         ---------  ---------
      Total liabilities................................   25,561.9   19,845.6
                                                         ---------  ---------
                                                         ---------  ---------
Shareholder's equity:
  Common stock, par value $50 (100,000 shares
   authorized;
   55,000 shares issued and outstanding)...............        2.8        2.8
  Paid-in capital......................................      407.6      407.6
  Net unrealized capital gains (losses)................      132.5     (189.0)
  Retained earnings....................................    1,040.1      867.1
                                                         ---------  ---------
      Total shareholder's equity.......................    1,583.0    1,088.5
                                                         ---------  ---------
        Total liabilities and shareholder's equity.....  $27,144.9  $20,934.1
                                                         ---------  ---------
                                                         ---------  ---------
</TABLE>
 
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
 
                                      F-4
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
           Consolidated Statements of Changes in Shareholder's Equity
                                   (millions)
 
<TABLE>
<CAPTION>
                                                             YEARS ENDED DECEMBER 31,
                                                         --------------------------------
                                                           1995       1994        1993
                                                         ---------  ---------   ---------
<S>                                                      <C>        <C>         <C>
Shareholder's equity, beginning of year................  $ 1,088.5  $ 1,246.7   $   990.1
Net change in unrealized capital gains (losses)........      321.5     (303.5)      113.7
Net income.............................................      175.9      145.3       142.9
Common stock dividends declared........................       (2.9)        --          --
                                                         ---------  ---------   ---------
Shareholder's equity, end of year......................  $ 1,583.0  $ 1,088.5   $ 1,246.7
                                                         ---------  ---------   ---------
                                                         ---------  ---------   ---------
</TABLE>
 
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
 
                                      F-5
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
                     Consolidated Statements of Cash Flows
                                   (millions)
 
<TABLE>
<CAPTION>
                                                               YEARS ENDED DECEMBER 31,
                                                         ------------------------------------
                                                            1995         1994         1993
                                                         ----------   ----------   ----------
<S>                                                      <C>          <C>          <C>
Cash Flows from Operating Activities:
  Net income...........................................  $    175.9   $    145.3   $    142.9
  Adjustments to reconcile net income to net cash
   provided by operating activities:
    Increase in accrued investment income..............       (33.3)       (17.5)       (11.1)
    Decrease (increase) in premiums due and other
     receivables.......................................        25.4          1.3         (5.6)
    Increase in policy loans...........................       (89.9)       (46.0)       (36.4)
    Increase in deferred policy acquisition costs......      (177.0)      (105.9)       (60.5)
    Decrease in reinsurance loan to affiliate..........        34.8         27.8         31.8
    Net increase in universal life account balances....       393.4        164.7        126.4
    Increase in other insurance reserve liabilities....        79.0         75.1         86.1
    Net increase in other liabilities and other
     assets............................................        15.0         53.9          7.0
    Decrease in federal income taxes...................        (6.5)       (11.7)        (3.7)
    Net accretion of discount on bonds.................       (66.4)       (77.9)       (88.1)
    Net realized capital gains.........................       (41.3)        (1.5)        (9.5)
    Other, net.........................................          --         (1.0)         0.2
                                                         ----------   ----------   ----------
      Net cash provided by operating activities........       309.1        206.6        179.5
                                                         ----------   ----------   ----------
Cash Flows from Investing Activities:
  Proceeds from sales of:
    Debt securities available for sale.................     4,207.2      3,593.8        473.9
    Equity securities..................................       180.8         93.1         89.6
    Mortgage loans.....................................        10.7           --           --
    Limited partnership................................        26.6           --           --
  Investment maturities and collections of:
    Debt securities available for sale.................       583.9      1,289.2      2,133.3
    Short-term investments.............................       106.1         30.4         19.7
  Cost of investment purchases in:
    Debt securities....................................    (6,034.0)    (5,621.4)    (3,669.2)
    Equity securities..................................      (170.9)      (162.5)      (157.5)
    Short-term investments.............................       (24.7)      (106.1)       (41.3)
    Mortgage loans.....................................       (21.3)          --           --
    Limited partnership................................          --        (25.0)          --
                                                         ----------   ----------   ----------
      Net cash used for investing activities...........    (1,135.6)      (908.5)    (1,151.5)
                                                         ----------   ----------   ----------
Cash Flows from Financing Activities:
  Deposits and interest credited for investment
   contracts...........................................     1,884.5      1,737.8      2,117.8
  Withdrawals of investment contracts..................    (1,109.6)      (948.7)    (1,000.3)
  Dividends paid to shareholder........................        (2.9)          --           --
                                                         ----------   ----------   ----------
      Net cash provided by financing activities........       772.0        789.1      1,117.5
                                                         ----------   ----------   ----------
 
Net (decrease) increase in cash and cash equivalents...       (54.5)        87.2        145.5
Cash and cash equivalents, beginning of year...........       623.3        536.1        390.6
                                                         ----------   ----------   ----------
Cash and cash equivalents, end of year.................  $    568.8   $    623.3   $    536.1
                                                         ----------   ----------   ----------
                                                         ----------   ----------   ----------
Supplemental cash flow information:
  Income taxes paid, net...............................  $     90.2   $     82.6   $     79.9
                                                         ----------   ----------   ----------
                                                         ----------   ----------   ----------
</TABLE>
 
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
 
                                      F-6
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
                   Notes to Consolidated Financial Statements
                       December 31, 1995, 1994, and 1993
 
1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Aetna  Life  Insurance and  Annuity Company  and  its wholly  owned subsidiaries
(collectively, the  "Company") is  a  provider of  financial services  and  life
insurance  products in the United States. The Company has two business segments,
financial services and life insurance.
 
The financial services products include  individual and group annuity  contracts
which  offer  a variety  of funding  and distribution  options for  personal and
employer-sponsored retirement  plans that  qualify under  Internal Revenue  Code
Sections  401, 403, 408 and 457,  and individual and group non-qualified annuity
contracts. These  contracts  may  be  immediate  or  deferred  and  are  offered
primarily to individuals, pension plans, small businesses and employer-sponsored
groups  in the health care, government, education (collectively "not-for-profit"
organizations) and corporate  markets. Financial services  also include  pension
plan administrative services.
 
The  life insurance  products include  universal life,  variable universal life,
interest sensitive whole  life and  term insurance. These  products are  offered
primarily  to  individuals,  small  businesses,  employer  sponsored  groups and
executives of Fortune 2000 companies.
 
BASIS OF PRESENTATION
 
The consolidated financial statements include  Aetna Life Insurance and  Annuity
Company  and its wholly  owned subsidiaries, Aetna  Insurance Company of America
and Aetna Private Capital,  Inc. Aetna Life Insurance  and Annuity Company is  a
wholly  owned subsidiary of Aetna Retirement  Services, Inc. ("ARSI"). ARSI is a
wholly owned  subsidiary  of Aetna  Life  and Casualty  Company  ("Aetna").  Two
subsidiaries,  Systematized  Benefits  Administrators, Inc.  ("SBA"),  and Aetna
Investment Services,  Inc.  ("AISI"),  which were  previously  reported  in  the
consolidated  financial statements were distributed in  the form of dividends to
ARSI in December of  1995. The impact to  the Company's financial statements  of
distributing these dividends was immaterial.
 
The  consolidated  financial statements  have been  prepared in  conformity with
generally accepted accounting  principles. Intercompany  transactions have  been
eliminated.  Certain reclassifications have been made to 1994 and 1993 financial
information to conform to the 1995 presentation.
 
ACCOUNTING CHANGES
 
Accounting for Certain Investments in Debt and Equity Securities
 
On December 31, 1993, the Company adopted Financial Accounting Standard  ("FAS")
No. 115, Accounting for Certain Investments in Debt and Equity Securities, which
requires  the classification of debt securities  into three categories: "held to
maturity", which are carried at amortized cost; "available for sale", which  are
carried  at fair value with  changes in fair value  recognized as a component of
shareholder's equity;  and  "trading", which  are  carried at  fair  value  with
immediate recognition in income of changes in fair value.
 
Initial  adoption of this standard resulted in a net increase of $106.8 million,
net of taxes of $57.5 million, to net unrealized gains in shareholder's  equity.
These  amounts exclude gains and losses allocable to experience-rated (including
universal life) contractholders. Adoption of FAS No. 115 did not have a material
effect on deferred policy acquisition costs.
 
                                      F-7
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
             Notes to Consolidated Financial Statements (continued)
                       December 31, 1995, 1994, and 1993
 
1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
USE OF ESTIMATES
 
The preparation of  financial statements in  conformity with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the amounts reported in the financial statements and accompanying notes.
Actual results could differ from reported results using those estimates.
 
CASH AND CASH EQUIVALENT
 
Cash and cash  equivalents include cash  on hand, money  market instruments  and
other debt issues with a maturity of ninety days or less when purchased.
 
INVESTMENTS
 
Debt Securities
 
At  December  31,  1995 and  1994,  all  of the  Company's  debt  securities are
classified as available for sale and carried at fair value. These securities are
written down (as  realized losses) for  other than temporary  decline in  value.
Unrealized gains and losses related to these securities, after deducting amounts
allocable  to experience-rated contractholders and  related taxes, are reflected
in shareholder's equity.
 
Fair values for  debt securities  are based on  quoted market  prices or  dealer
quotations.  Where quoted market prices or  dealer quotations are not available,
fair values are measured utilizing  quoted market prices for similar  securities
or by using discounted cash flow methods. Cost for mortgage-backed securities is
adjusted  for unamortized premiums and discounts,  which are amortized using the
interest method over the  estimated remaining term  of the securities,  adjusted
for anticipated prepayments.
 
Purchases and sales of debt securities are recorded on the trade date.
 
Equity Securities
 
Equity securities are classified as available for sale and carried at fair value
based  on  quoted  market prices  or  dealer quotations.  Equity  securities are
written down (as realized  losses) for other than  temporary declines in  value.
Unrealized  gains  and  losses  related  to  such  securities  are  reflected in
shareholder's equity. Purchases and sales are recorded on the trade date.
 
The investment in affiliated mutual funds represents an investment in the  Aetna
Series  Fund, Inc., a retail  mutual fund which has  been seeded by the Company,
and is carried at fair value.
 
Mortgage Loans and Policy Loans
 
Mortgage loans and policy loans are carried at unpaid principal balances net  of
valuation  reserves, which approximates  fair value, and  are generally secured.
Purchases and sales of mortgage loans are recorded on the closing date.
 
                                      F-8
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
             Notes to Consolidated Financial Statements (continued)
                       December 31, 1995, 1994, and 1993
 
1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Limited Partnership
 
The Company's limited partnership investment was carried at the amount  invested
plus the Company's share of undistributed operating results and unrealized gains
(losses),  which approximates  fair value. The  Company disposed  of the limited
partnership during 1995.
 
Short-Term Investments
 
Short-term investments,  consisting primarily  of money  market instruments  and
other  debt issues purchased with  an original maturity of  over ninety days and
less than one year, are  considered available for sale  and are carried at  fair
value, which approximates amortized cost.
 
DEFERRED POLICY ACQUISITION COSTS
 
Certain  costs of acquiring insurance business  have been deferred. These costs,
all of  which vary  with and  are primarily  related to  the production  of  new
business,  consist principally of commissions,  certain expenses of underwriting
and issuing  contracts and  certain  agency expenses.  For fixed  ordinary  life
contracts,  such costs are  amortized over expected  premium-paying periods. For
universal life  and  certain annuity  contracts,  such costs  are  amortized  in
proportion  to  estimated gross  profits and  adjusted  to reflect  actual gross
profits. These  costs  are  amortized  over twenty  years  for  annuity  pension
contracts, and over the contract period for universal life contracts.
 
Deferred  policy acquisition  costs are  written off  to the  extent that  it is
determined that future policy  premiums and investment  income or gross  profits
would not be adequate to cover related losses and expenses.
 
INSURANCE RESERVE LIABILITIES
 
The Company's liabilities include reserves related to fixed ordinary life, fixed
universal  life and fixed annuity contracts. Reserves for future policy benefits
for fixed  ordinary  life  contracts  are  computed  on  the  basis  of  assumed
investment  yield,  assumed  mortality, withdrawals  and  expenses,  including a
margin for adverse deviation,  which generally vary by  plan, year of issue  and
policy  duration. Reserve  interest rates  range from  2.25% to  10.00%. Assumed
investment yield is based on the Company's experience. Mortality and  withdrawal
rate  assumptions are  based on relevant  Aetna experience  and are periodically
reviewed against both industry standards and experience.
 
Reserves for fixed universal life (included in Future Policy Benefits) and fixed
deferred annuity  contracts  (included in  Policyholders'  Funds Left  With  the
Company)  are equal  to the fund  value. The  fund value is  equal to cumulative
deposits less  charges plus  credited interest  thereon, without  reduction  for
possible  future  penalties  assessed on  premature  withdrawal.  For guaranteed
interest options, the interest credited ranged  from 4.00% to 6.38% in 1995  and
4.00%  to 5.85%  in 1994.  For all  other fixed  options, the  interest credited
ranged from 5.00% to 7.00% in 1995 and 5.00% to 7.50% in 1994.
 
Reserves for  fixed annuity  contracts  in the  annuity  period and  for  future
amounts  due under  settlement options are  computed actuarially  using the 1971
Individual Annuity Mortality Table, the 1983 Individual Annuity Mortality Table,
the
 
                                      F-9
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
             Notes to Consolidated Financial Statements (continued)
                       December 31, 1995, 1994, and 1993
 
1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
1983 Group Annuity  Mortality Table  and, in some  cases, mortality  improvement
according  to scales  G and H,  at assumed  interest rates ranging  from 3.5% to
9.5%. Reserves relating  to contracts  with life contingencies  are included  in
Future  Policy  Benefits. For  other contracts,  the  reserves are  reflected in
Policyholders' Funds Left With the Company.
 
Unpaid claims for all  lines of insurance include  benefits for reported  losses
and estimates of benefits for losses incurred but not reported.
 
PREMIUMS, CHARGES ASSESSED AGAINST POLICYHOLDERS, BENEFITS AND EXPENSES
 
Premiums  are recorded  as revenue when  due for fixed  ordinary life contracts.
Charges assessed against policyholders' funds  for cost of insurance,  surrender
charges,  actuarial margin and other fees  are recorded as revenue for universal
life and certain annuity contracts. Policy benefits and expenses are recorded in
relation to  the  associated  premiums  or  gross profit  so  as  to  result  in
recognition of profits over the expected lives of the contracts.
 
SEPARATE ACCOUNTS
 
Assets  held under variable  universal life, variable  life and variable annuity
contracts are segregated in Separate Accounts and are invested, as designated by
the contractholder or participant under a contract, in shares of Aetna  Variable
Fund, Aetna Income Shares, Aetna Variable Encore Fund, Aetna Investment Advisers
Fund,  Inc., Aetna GET Fund, or The Aetna Series Fund Inc., which are managed by
the Company or other selected mutual funds not managed by the Company.  Separate
Accounts  assets  and liabilities  are carried  at fair  value except  for those
relating to a  guaranteed interest option  which is offered  through a  Separate
Account.  The assets of the Separate  Account supporting the guaranteed interest
option are carried at an amortized cost  of $322.2 million for 1995 (fair  value
$343.9  million) and $149.7 million for  1994 (fair value $146.3 million), since
the Company bears the  investment risk where the  contract is held to  maturity.
Reserves relating to the guaranteed interest option are maintained at fund value
and  reflect interest credited at rates ranging  from 4.5% to 8.38% in both 1995
and 1994.  Separate  Accounts  assets  and liabilities  are  shown  as  separate
captions in the Consolidated Balance Sheets. Deposits, investment income and net
realized  and unrealized capital gains (losses) of the Separate Accounts are not
reflected in  the  Consolidated Statements  of  Income (with  the  exception  of
realized  capital gains (losses) on the sale of assets supporting the guaranteed
interest option).  The Consolidated  Statements  of Cash  Flows do  not  reflect
investment activity of the Separate Accounts.
 
FEDERAL INCOME TAXES
 
The  Company is included in the consolidated federal income tax return of Aetna.
The Company is taxed at regular corporate rates after adjusting income  reported
for financial statement purposes for certain items. Deferred income tax benefits
result  from changes during the year in cumulative temporary differences between
the tax basis and book basis of assets and liabilities.
 
                                      F-10
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
             Notes to Consolidated Financial Statements (continued)
                       December 31, 1995, 1994, and 1993
 
2.  INVESTMENTS
Investments in debt securities available for  sale as of December 31, 1995  were
as follows:
 
<TABLE>
<CAPTION>
                                                            GROSS        GROSS
                                               AMORTIZED  UNREALIZED   UNREALIZED     FAIR
                                                 COST       GAINS        LOSSES       VALUE
                                               ---------  ----------   ----------   ---------
                                                                 (MILLIONS)
<S>                                            <C>        <C>          <C>          <C>
U.S. Treasury securities and obligations of
 U.S. government agencies and corporations...  $   539.5    $ 47.5       $  --      $   587.0
Obligations of states and political
 subdivisions................................       41.4      12.4          --           53.8
U.S. Corporate securities:
  Financial..................................    2,764.4     110.3         2.1        2,872.6
  Utilities..................................      454.4      27.8         1.0          481.2
  Other......................................    2,177.7     159.5         1.2        2,336.0
                                               ---------  ----------     -----      ---------
  Total U.S. Corporate securities............    5,396.5     297.6         4.3        5,689.8
Foreign securities:
  Government.................................      316.4      26.1         2.0          340.5
  Financial..................................      534.2      45.4         3.5          576.1
  Utilities..................................      236.3      32.9          --          269.2
  Other......................................      215.7      15.1          --          230.8
                                               ---------  ----------     -----      ---------
  Total Foreign securities...................    1,302.6     119.5         5.5        1,416.6
Residential mortgage-backed securities:
  Residential pass-throughs..................      556.7      99.2         1.8          654.1
  Residential CMOs...........................    2,383.9     167.6         2.2        2,549.3
                                               ---------  ----------     -----      ---------
  Total Residential mortgage-backed
   securities................................    2,940.6     266.8         4.0        3,203.4
Commercial/Multifamily mortgage-backed
 securities..................................      741.9      32.3         0.2          774.0
                                               ---------  ----------     -----      ---------
  Total Mortgage-backed securities...........    3,682.5     299.1         4.2        3,977.4
Other asset-backed securities................      961.2      35.5         0.5          996.2
                                               ---------  ----------     -----      ---------
Total debt securities available for sale.....  $11,923.7    $811.6       $14.5      $12,720.8
                                               ---------  ----------     -----      ---------
                                               ---------  ----------     -----      ---------
</TABLE>
 
                                      F-11
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
             Notes to Consolidated Financial Statements (continued)
                       December 31, 1995, 1994, and 1993
 
2.  INVESTMENTS (CONTINUED)
Investments  in debt securities available for sale  as of December 31, 1994 were
as follows:
 
<TABLE>
<CAPTION>
                                                            GROSS        GROSS
                                               AMORTIZED  UNREALIZED   UNREALIZED     FAIR
                                                 COST       GAINS        LOSSES       VALUE
                                               ---------  ----------   ----------   ---------
                                                                 (MILLIONS)
<S>                                            <C>        <C>          <C>          <C>
U.S. Treasury securities and obligations of
 U.S. government agencies and corporations...  $ 1,396.1    $  2.0       $ 84.2     $ 1,313.9
Obligations of states and political
 subdivisions................................       37.9       1.2           --          39.1
U.S. Corporate securities:
  Financial..................................    2,216.9       3.8        109.4       2,111.3
  Utilities..................................      100.1        --          7.9          92.2
  Other......................................    1,344.3       6.0         67.9       1,282.4
                                               ---------  ----------   ----------   ---------
  Total U.S. Corporate securities............    3,661.3       9.8        185.2       3,485.9
Foreign securities:
  Government.................................      434.4       1.2         33.9         401.7
  Financial..................................      368.2       1.1         23.0         346.3
  Utilities..................................      204.4       2.5          9.5         197.4
  Other......................................       46.3       0.8          1.5          45.6
                                               ---------  ----------   ----------   ---------
  Total Foreign securities...................    1,053.3       5.6         67.9         991.0
Residential mortgage-backed securities:
  Residential pass-throughs..................      627.1      81.5          5.0         703.6
  Residential CMOs...........................    2,671.0      32.9        139.4       2,564.5
                                               ---------  ----------   ----------   ---------
Total Residential mortgage-backed
 securities..................................    3,298.1     114.4        144.4       3,268.1
Commercial/Multifamily mortgage-backed
 securities..................................      435.0       0.2         21.3         413.9
                                               ---------  ----------   ----------   ---------
Total Mortgage-backed securities.............    3,733.1     114.6        165.7       3,682.0
Other asset-backed securities................      696.1       0.2         16.8         679.5
                                               ---------  ----------   ----------   ---------
Total debt securities available for sale.....  $10,577.8    $133.4       $519.8     $10,191.4
                                               ---------  ----------   ----------   ---------
                                               ---------  ----------   ----------   ---------
</TABLE>
 
At December 31,  1995 and  1994, net unrealized  appreciation (depreciation)  of
$797.1  million and $(386.4)  million, respectively, on  available for sale debt
securities included $619.1 million  and $(308.6) million, respectively,  related
to  experience-rated contractholders,  which were not  included in shareholder's
equity.
 
                                      F-12
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
             Notes to Consolidated Financial Statements (continued)
                       December 31, 1995, 1994, and 1993
 
2.  INVESTMENTS (CONTINUED)
The amortized cost and fair value of debt securities for the year ended December
31, 1995 are shown below by  contractual maturity. Actual maturities may  differ
from  contractual maturities because securities  may be restructured, called, or
prepaid.
 
<TABLE>
<CAPTION>
                                                         AMORTIZED    FAIR
                                                           COST       VALUE
                                                         ---------  ---------
                                                              (MILLIONS)
<S>                                                      <C>        <C>
Due to mature:
  One year or less.....................................  $   348.8  $   351.1
  After one year through five years....................    2,100.2    2,159.5
  After five years through ten years...................    2,516.0    2,663.4
  After ten years......................................    2,315.0    2,573.2
  Mortgage-backed securities...........................    3,682.5    3,977.4
  Other asset-backed securities........................      961.2      996.2
                                                         ---------  ---------
  Total................................................  $11,923.7  $12,720.8
                                                         ---------  ---------
                                                         ---------  ---------
</TABLE>
 
The Company engages in  securities lending whereby  certain securities from  its
portfolio  are  loaned to  other institutions  for short  periods of  time. Cash
collateral, which is in excess of the market value of the loaned securities,  is
deposited by the borrower with a lending agent, and retained and invested by the
lending agent to generate additional income for the Company. The market value of
the  loaned securities is monitored on  a daily basis with additional collateral
obtained or refunded as the market  value fluctuates. At December 31, 1995,  the
Company  had loaned  securities (which are  reflected as invested  assets on the
Consolidated Balance  Sheets)  with  a  market  value  of  approximately  $264.5
million.
 
At  December 31, 1995 and 1994, debt securities carried at $7.4 million and $7.0
million, respectively, were on deposit as required by regulatory authorities.
 
The valuation reserve for mortgage loans was $3.1 million at December 31,  1994.
There  was no  valuation reserve  for mortgage loans  at December  31, 1995. The
carrying value of  non-income producing  investments was $0.1  million and  $0.2
million at December 31, 1995 and 1994, respectively.
 
                                      F-13
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
             Notes to Consolidated Financial Statements (continued)
                       December 31, 1995, 1994, and 1993
 
2.  INVESTMENTS (CONTINUED)
Investments  in a single issuer, other  than obligations of the U.S. government,
with a carrying value in excess of 10% of the Company's shareholder's equity  at
December 31, 1995 are as follows:
 
<TABLE>
<CAPTION>
                                                         AMORTIZED
DEBT SECURITIES                                             COST     FAIR VALUE
                                                         ----------  ----------
                                                               (MILLIONS)
<S>                                                      <C>         <C>
General Electric Corporation...........................    $ 314.9     $  329.3
General Motors Corporation.............................      273.9        284.5
Associates Corporation of North America................      230.2        239.1
Society National Bank..................................      203.5        222.3
Ciesco, L.P............................................      194.9        194.9
Countrywide Funding....................................      171.2        172.7
Baxter International...................................      168.9        168.9
Time Warner............................................      158.6        166.1
Ford Motor Company.....................................      156.7        162.6
</TABLE>
 
The  portfolio of debt securities at December  31, 1995 and 1994 included $662.5
million and $318.3 million, respectively, (5% and 3%, respectively, of the  debt
securities)  of investments that are considered "below investment grade". "Below
investment grade" securities are  defined to be securities  that carry a  rating
below  BBB-/Baa3, by Standard &  Poors/ Moody's Investor Services, respectively.
The increase in below investment grade securities  is the result of a change  in
investment  strategy, which  has reduced  the Company's  holdings in residential
mortgage-back securities  and  increased  the Company's  holdings  in  corporate
securities.   Residential  mortgage-back   securities  are   subject  to  higher
prepayment risk  and lower  credit risk,  while corporate  securities earning  a
comparable yield are subject to higher credit risk and lower prepayment risk. We
expect  the percentage  of below  investment grade  securities will  increase in
1996, but we expect that  the overall average quality  of the portfolio of  debt
securities  will remain  at AA-. Of  these below investment  grade assets, $14.5
million and $31.8  million, at December  31, 1995 and  1994, respectively,  were
investments  that were  purchased at  investment grade,  but whose  ratings have
since been downgraded.
 
Included in  residential mortgage-back  securities are  collateralized  mortgage
obligations  ("CMOs") with carrying  values of $2.5 billion  and $2.6 billion at
December 31,  1995  and 1994,  respectively.  The principal  risks  inherent  in
holding  CMOs are prepayment  and extension risks  related to dramatic decreases
and increases in interest rates whereby the CMOs would be subject to  repayments
of  principal earlier or later than originally anticipated. At December 31, 1995
and 1994, approximately 79% and 85%, respectively, of the Company's CMO holdings
consisted of sequential and planned amortization class debt securities which are
subject to less  prepayment and extension  risk than other  CMO instruments.  At
December  31, 1995  and 1994,  approximately 81%  and 82%,  respectively, of the
Company's CMO holdings  were collateralized  by residential  mortgage loans,  on
which  the  timely payment  of principal  and interest  was backed  by specified
government agencies (e.g., GNMA, FNMA, FHLMC).
 
If due to  declining interest  rates, principal was  to be  repaid earlier  than
originally  anticipated,  the  Company  could  be  affected  by  a  decrease  in
investment income due  to the reinvestment  of these funds  at a lower  interest
rate.  Such prepayments  may result  in a  duration mismatch  between assets and
liabilities  which  could  be  corrected  as  cash  from  prepayments  could  be
reinvested at an appropriate duration to adjust the mismatch.
 
                                      F-14
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
             Notes to Consolidated Financial Statements (continued)
                       December 31, 1995, 1994, and 1993
 
2.  INVESTMENTS (CONTINUED)
Conversely,  if due  to increasing  interest rates,  principal was  to be repaid
slower than originally anticipated, the Company could be affected by a  decrease
in cash flow which reduces the ability to reinvest expected principal repayments
at higher interest rates. Such slower payments may result in a duration mismatch
between  assets and liabilities which could  be corrected as available cash flow
could be reinvested at an appropriate duration to adjust the mismatch.
 
At December 31,  1995 and 1994,  approximately 3% and  4%, respectively, of  the
Company's   CMO   holdings  consisted   of   interest-only  strips   ("IOs")  or
principal-only strips ("POs"). IOs receive payments of interest and POs  receive
payments  of principal on the underlying pool of mortgages. The risk inherent in
holding POs is extension  risk related to dramatic  increases in interest  rates
whereby  the  future  payments due  on  POs  could be  repaid  much  slower than
originally  anticipated.  The  extension  risks  inherent  in  holding  POs  was
mitigated  somewhat by offsetting positions in IOs. During dramatic increases in
interest  rates,  IOs  would  generate  more  future  payments  than  originally
anticipated.
 
The  risk  inherent  in  holding  IOs is  prepayment  risk  related  to dramatic
decreases in interest rates whereby future IO cash flows could be much less than
originally anticipated and in some cases could be less than the original cost of
the IO. The risks inherent in  IOs are mitigated somewhat by holding  offsetting
positions in POs. During dramatic decreases in interest rates POs would generate
future cash flows much quicker than originally anticipated.
 
Investments in available for sale equity securities were as follows:
 
<TABLE>
<CAPTION>
                                               GROSS       GROSS
                                             UNREALIZED  UNREALIZED
                                      COST     GAINS       LOSSES    FAIR VALUE
                                     ------  ----------  ----------  ----------
                                                     (MILLIONS)
<S>                                  <C>     <C>         <C>         <C>
1995
  Equity Securities................  $231.6     $ 27.2      $ 1.2      $ 257.6
                                     ------      -----        ---    ----------
1994
  Equity Securities................  $230.5     $  6.5      $ 7.9      $ 229.1
                                     ------      -----        ---    ----------
</TABLE>
 
3.  CAPITAL GAINS AND LOSSES ON INVESTMENT OPERATIONS
Realized  capital gains or  losses are the  difference between proceeds received
from investments sold or prepaid, and amortized cost. Net realized capital gains
as reflected in the Consolidated Statements  of Income are after deductions  for
net  realized capital gains (losses)  allocated to experience-rated contracts of
$61.1 million, $(29.1) million and $(54.8) million for the years ended  December
31,  1995, 1994,  and 1993,  respectively. Net  realized capital  gains (losses)
allocated to experience-rated contracts are deferred and subsequently  reflected
in  credited  rates  on  an amortized  basis.  Net  unamortized  gains (losses),
reflected as a  component of Policyholders'  Funds Left With  the Company,  were
$7.3  million and  $(50.7) million  at the  end of  December 31,  1995 and 1994,
respectively.
 
Changes to the mortgage loan valuation reserve and writedowns on debt securities
are included  in  net realized  capital  gains  (losses) and  amounted  to  $3.1
million,  $1.1 million and $(98.5) million,  of which $2.2 million, $0.8 million
and $(91.5) million were allocable to experience-rated contractholders, for  the
years ended December 31, 1995, 1994 and 1993, respectively. The 1993 losses were
primarily  related to writedowns of  interest-only mortgage-backed securities to
their fair value.
 
                                      F-15
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
             Notes to Consolidated Financial Statements (continued)
                       December 31, 1995, 1994, and 1993
 
3.  CAPITAL GAINS AND LOSSES ON INVESTMENT OPERATIONS (CONTINUED)
Net realized capital gains (losses) on investments, net of amounts allocated  to
experience-rated contracts, were as follows:
 
<TABLE>
<CAPTION>
                                                         1995   1994     1993
                                                         -----  -----   ------
                                                              (MILLIONS)
<S>                                                      <C>    <C>     <C>
Debt securities........................................  $32.8  $ 1.0   $  9.6
Equity securities......................................    8.3    0.2      0.1
Mortgage loans.........................................    0.2    0.3     (0.2)
                                                         -----  -----   ------
Pretax realized capital gains..........................  $41.3  $ 1.5   $  9.5
                                                         -----  -----   ------
After-tax realized capital gains.......................  $25.8  $ 1.0   $  6.2
                                                         -----  -----   ------
</TABLE>
 
Gross  gains of $44.6 million, $26.6 million  and $33.3 million and gross losses
of $11.8 million, $25.6 million and  $23.7 million were realized from the  sales
of investments in debt securities in 1995, 1994 and 1993, respectively.
 
Changes  in unrealized capital  gains (losses), excluding  changes in unrealized
capital gains  (losses) related  to experience-rated  contracts, for  the  years
ended December 31, were as follows:
 
<TABLE>
<CAPTION>
                                                          1995     1994      1993
                                                         ------  --------   ------
                                                                (MILLIONS)
<S>                                                      <C>     <C>        <C>
Debt securities........................................  $255.9  $ (242.1)  $164.3
Equity securities......................................    27.3     (13.3)    10.6
Limited partnership....................................     1.8      (1.8)      --
                                                         ------  --------   ------
                                                          285.0    (257.2)   174.9
Deferred federal income taxes (See Note 6).............   (36.5)     46.3     61.2
                                                         ------  --------   ------
Net change in unrealized capital gains (losses)........  $321.5  $ (303.5)  $113.7
                                                         ------  --------   ------
                                                         ------  --------   ------
</TABLE>
 
Net unrealized capital gains (losses) allocable to experience-rated contracts of
$515.0  million and $104.1 million at December 31, 1995 and $(260.9) million and
$(47.7) million at December 31, 1994  are reflected on the Consolidated  Balance
Sheet  in Policyholders' Funds Left With the Company and Future Policy Benefits,
respectively, and are not included in shareholder's equity.
 
                                      F-16
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
             Notes to Consolidated Financial Statements (continued)
                       December 31, 1995, 1994, and 1993
 
3.  CAPITAL GAINS AND LOSSES ON INVESTMENT OPERATIONS (CONTINUED)
Shareholder's equity included the  following unrealized capital gains  (losses),
which  are  net of  amounts  allocable to  experience-rated  contractholders, at
December 31:
 
<TABLE>
<CAPTION>
                                                          1995    1994      1993
                                                         ------  -------   -------
                                                                (MILLIONS)
<S>                                                      <C>     <C>       <C>
Debt securities
  Gross unrealized capital gains.......................  $179.3  $  27.4   $ 164.3
  Gross unrealized capital losses......................    (1.3)  (105.2)       --
                                                         ------  -------   -------
                                                          178.0    (77.8)    164.3
Equity securities
  Gross unrealized capital gains.......................    27.2      6.5      12.0
  Gross unrealized capital losses......................    (1.2)    (7.9)     (0.1)
                                                         ------  -------   -------
                                                           26.0     (1.4)     11.9
Limited Partnership
  Gross unrealized capital gains.......................      --       --        --
  Gross unrealized capital losses......................      --     (1.8)       --
                                                         ------  -------   -------
Deferred federal income taxes (See Note 6).............    71.5    108.0      61.7
                                                         ------  -------   -------
Net unrealized capital gains (losses)..................  $132.5  $(189.0)  $ 114.5
                                                         ------  -------   -------
                                                         ------  -------   -------
</TABLE>
 
4.  NET INVESTMENT INCOME
Sources of net investment income were as follows:
 
<TABLE>
<CAPTION>
                                                           1995     1994    1993
                                                         --------  ------  ------
                                                                (MILLIONS)
<S>                                                      <C>       <C>     <C>
Debt securities........................................  $  891.5  $823.9  $828.0
Preferred stock........................................       4.2     3.9     2.3
Investment in affiliated mutual funds..................      14.9     5.2     2.9
Mortgage loans.........................................       1.4     1.4     1.5
Policy loans...........................................      13.7    11.5    10.8
Reinsurance loan to affiliate..........................      46.5    51.5    53.3
Cash equivalents.......................................      38.9    29.5    16.8
Other..................................................       8.4     6.7     7.7
                                                         --------  ------  ------
Gross investment income................................   1,019.5   933.6   923.3
Less investment expenses...............................     (15.2)  (16.4)  (11.4)
                                                         --------  ------  ------
Net investment income..................................  $1,004.3  $917.2  $911.9
                                                         --------  ------  ------
                                                         --------  ------  ------
</TABLE>
 
Net  investment   income   includes  amounts   allocable   to   experience-rated
contractholders  of $744.2  million, $677.1 million  and $661.3  million for the
years ended December 31, 1995, 1994 and 1993, respectively. Interest credited to
contractholders is included in Current and Future Benefits.
 
                                      F-17
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
             Notes to Consolidated Financial Statements (continued)
                       December 31, 1995, 1994, and 1993
 
5.  DIVIDEND RESTRICTIONS AND SHAREHOLDER'S EQUITY
The Company distributed  $2.9 million in  the form  of dividends of  two of  its
subsidiaries, SBA and AISI, to Aetna Retirement Services, Inc. in 1995.
 
The  amount of  dividends that may  be paid  to the shareholder  in 1996 without
prior approval by  the Insurance  Commissioner of  the State  of Connecticut  is
$70.0 million.
 
The  Insurance  Department  of  the  State  of  Connecticut  (the  "Department")
recognizes as net income  and shareholder's equity  those amounts determined  in
conformity  with statutory accounting  practices prescribed or  permitted by the
Department, which differ in certain respects from generally accepted  accounting
principles.  Statutory net  income was  $70.0 million,  $64.9 million  and $77.6
million for the  years ended  December 31,  1995, 1994  and 1993,  respectively.
Statutory  shareholder's  equity was  $670.7 million  and  $615.0 million  as of
December 31, 1995 and 1994, respectively.
 
At December 31, 1995  and December 31,  1994, the Company  does not utilize  any
statutory  accounting practices which are not prescribed by insurance regulators
that,  individually   or  in   the   aggregate,  materially   affect   statutory
shareholder's equity.
 
6.  FEDERAL INCOME TAXES
The  Company is included in the consolidated federal income tax return of Aetna.
Aetna allocates to  each member an  amount approximating the  tax it would  have
incurred  were it not a member of the consolidated group, and credits the member
for the use of its tax saving attributes in the consolidated return.
 
In August 1993, the Omnibus Budget Reconciliation Act of 1993 (OBRA) was enacted
which resulted in an increase in the federal corporate tax rate from 34% to  35%
retroactive to January 1, 1993. The enactment of OBRA resulted in an increase in
the  deferred  tax liability  of $3.4  million  at date  of enactment,  which is
included in the 1993 deferred tax expense.
 
Components of income tax expense (benefits) were as follows:
 
<TABLE>
<CAPTION>
                                                         1995   1994    1993
                                                         -----  -----  -------
                                                              (MILLIONS)
<S>                                                      <C>    <C>    <C>
Current taxes (benefits):
  Income from operations...............................  $82.9  $78.7  $  87.1
  Net realized capital gains...........................   28.5  (33.2)    18.1
                                                         -----  -----  -------
                                                         111.4   45.5    105.2
                                                         -----  -----  -------
Deferred taxes (benefits):
  Income from operations...............................  (14.4)  (8.0)   (14.2)
  Net realized capital gains...........................  (12.9)  33.7    (14.8)
                                                         -----  -----  -------
                                                         (27.3)  25.7    (29.0)
                                                         -----  -----  -------
  Total................................................  $84.1  $71.2  $  76.2
                                                         -----  -----  -------
                                                         -----  -----  -------
</TABLE>
 
                                      F-18
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
             Notes to Consolidated Financial Statements (continued)
                       December 31, 1995, 1994, and 1993
 
6.  FEDERAL INCOME TAXES (CONTINUED)
Income tax  expense was  different  from the  amount  computed by  applying  the
federal  income tax rate to income before federal income taxes for the following
reasons:
 
<TABLE>
<CAPTION>
                                                          1995    1994    1993
                                                         ------  ------  ------
                                                               (MILLIONS)
<S>                                                      <C>     <C>     <C>
Income before federal income taxes.....................  $260.0  $216.5  $219.1
Tax rate...............................................     35%     35%     35%
                                                         ------  ------  ------
Application of the tax rate............................    91.0    75.8    76.7
                                                         ------  ------  ------
Tax effect of:
  Excludable dividends.................................    (9.3)   (8.6)   (8.7)
  Tax reserve adjustments..............................     3.9     2.9     4.7
  Reinsurance transaction..............................    (0.5)    1.9    (0.2)
  Tax rate change on deferred liabilities..............      --      --     3.7
  Other, net...........................................    (1.0)   (0.8)     --
                                                         ------  ------  ------
  Income tax expense...................................  $ 84.1  $ 71.2  $ 76.2
                                                         ------  ------  ------
                                                         ------  ------  ------
</TABLE>
 
The tax effects of temporary differences  that give rise to deferred tax  assets
and deferred tax liabilities at December 31 are presented below:
 
<TABLE>
<CAPTION>
                                                          1995    1994
                                                         ------  ------
                                                           (MILLIONS)
<S>                                                      <C>     <C>
Deferred tax assets:
  Insurance reserves...................................  $290.4  $211.5
  Net unrealized capital losses........................      --   136.3
  Unrealized gains allocable to experience-rated
   contracts...........................................   216.7      --
  Investment losses not currently deductible...........     7.3    15.5
  Postretirement benefits other than pensions..........     7.7     8.4
  Other................................................    32.0    28.3
                                                         ------  ------
Total gross assets.....................................   554.1   400.0
Less valuation allowance...............................      --   136.3
                                                         ------  ------
Deferred tax assets, net of valuation..................   554.1   263.7
Deferred tax liabilities:
  Deferred policy acquisition costs....................   433.0   385.2
  Unrealized losses allocable to experience-rated
   contracts...........................................      --   108.0
  Market discount......................................     4.4     3.6
  Net unrealized capital gains.........................   288.2      --
  Other................................................    (1.9)    0.4
                                                         ------  ------
Total gross liabilities................................   723.7   497.2
                                                         ------  ------
Net deferred tax liability.............................  $169.6  $233.5
                                                         ------  ------
                                                         ------  ------
</TABLE>
 
                                      F-19
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
             Notes to Consolidated Financial Statements (continued)
                       December 31, 1995, 1994, and 1993
 
6.  FEDERAL INCOME TAXES (CONTINUED)
Net  unrealized capital gains  and losses are  presented in shareholder's equity
net of deferred  taxes. At December  31, 1994, $81.0  million of net  unrealized
capital  losses  were reflected  in  shareholder's equity  without  deferred tax
benefits. As  of December  31, 1995,  no valuation  allowance was  required  for
unrealized capital gains and losses. The reversal of the valuation allowance had
no impact on net income in 1995.
 
The  "Policyholders'  Surplus  Account," which  arose  under prior  tax  law, is
generally that portion of a life  insurance company's statutory income that  has
not  been subject  to taxation.  As of December  31, 1983,  no further additions
could be made  to the  Policyholders' Surplus  Account for  tax return  purposes
under  the  Deficit Reduction  Act  of 1984.  The  balance in  such  account was
approximately $17.2 million  at December 31,  1995. This amount  would be  taxed
only under certain conditions. No income taxes have been provided on this amount
since  management believes  the conditions under  which such  taxes would become
payable are remote.
 
The Internal  Revenue  Service ("Service")  has  completed examinations  of  the
consolidated  federal income tax returns of  Aetna through 1986. Discussions are
being held  with the  Service  with respect  to proposed  adjustments.  However,
management  believes there are adequate defenses against, or sufficient reserves
to provide for, such challenges. The Service has commenced its examinations  for
the years 1987 through 1990.
 
7.  BENEFIT PLANS
Employee   Pension   Plans--The  Company,   in   conjunction  with   Aetna,  has
non-contributory  defined  benefit  pension  plans  covering  substantially  all
employees.  The plans  provide pension  benefits based  on years  of service and
average annual compensation (measured over  sixty consecutive months of  highest
earnings  in  a  120  month  period).  Contributions  are  determined  using the
Projected  Unit  Credit  Method  and,  for  qualified  plans  subject  to  ERISA
requirements,  are limited to the amounts  that are currently deductible for tax
reporting purposes.  The  accumulated benefit  obligation  and plan  assets  are
recorded by Aetna. The accumulated plan assets exceed accumulated plan benefits.
There  has been  no funding  to the plan  for the  years 1993  through 1995, and
therefore, no expense has been recorded by the Company.
 
Agent Pension Plans--The Company, in conjunction with Aetna, has a non-qualified
pension plan covering certain agents.  The plan provides pension benefits  based
on  annual commission earnings.  The accumulated plan  assets exceed accumulated
plan benefits. There has been no funding to the plan for the years 1993  through
1995, and therefore, no expense has been recorded by the Company.
 
Employee  Postretirement  Benefits--In addition  to providing  pension benefits,
Aetna also  provides  certain  postretirement health  care  and  life  insurance
benefits,  subject to  certain caps, for  retired employees.  Medical and dental
benefits are offered to all full-time employees retiring at age 50 with at least
15 years of service or at age 65 with at least 10 years of service. Retirees are
required to contribute to the plans based on their years of service with Aetna.
 
The cost to the Company associated with the Aetna postretirement plans for 1995,
1994 and 1993 were $1.4 million, $1.0 million and $0.8 million, respectively.
 
Agent Postretirement  Benefits--The Company,  in  conjunction with  Aetna,  also
provides  certain  postemployment health  care and  life insurance  benefits for
certain agents.
 
                                      F-20
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
             Notes to Consolidated Financial Statements (continued)
                       December 31, 1995, 1994, and 1993
 
7.  BENEFIT PLANS (CONTINUED)
 
The cost to the Company associated to the agents' postretirement plans for 1995,
1994 and 1993 were $0.8 million, $0.7 million and $0.6 million, respectively.
 
Incentive  Savings Plan--Substantially all employees are eligible to participate
in a savings plan under which designated contributions, which may be invested in
common stock of Aetna  or certain other  investments, are matched,  up to 5%  of
compensation,  by Aetna. Pretax charges to  operations for the incentive savings
plan were $4.9 million, $3.3  million and $3.1 million  in 1995, 1994 and  1993,
respectively.
 
Stock  Plans--Aetna has a  stock incentive plan that  provides for stock options
and deferred contingent common  stock or cash awards  to certain key  employees.
Aetna  also has a stock option plan  under which executive and middle management
employees of Aetna may be granted options  to purchase common stock of Aetna  at
the  market price on the  date of grant or,  in connection with certain business
combinations, may  be granted  options  to purchase  common stock  on  different
terms.  The cost to the Company associated  with the Aetna stock plans for 1995,
1994 and 1993, was $6.3 million, $1.7 million and $0.4 million, respectively.
 
8.  RELATED PARTY TRANSACTIONS
The Company is compensated  by the Separate Accounts  for bearing mortality  and
expense  risks  pertaining to  variable life  and  annuity contracts.  Under the
insurance contracts, the Separate Accounts pay the Company a daily fee which, on
an annual basis, ranges, depending on the  product, from .25% to 1.80% of  their
average  daily net assets. The Company also receives fees from the variable life
and annuity mutual  funds and The  Aetna Series Fund  for serving as  investment
adviser.  Under the advisory agreements,  the Funds pay the  Company a daily fee
which, on an annual basis, ranges, depending on the fund, from .25% to 1.00%  of
their  average  daily net  assets.  The advisory  agreements  also call  for the
variable funds to pay their own administrative expenses and for The Aetna Series
Fund to  pay certain  administrative expenses.  The Company  also receives  fees
(expressed  as a  percentage of  the average  daily net  assets) from  The Aetna
Series Fund  for providing  administration, shareholder  services and  promoting
sales.  The amount of compensation and  fees received from the Separate Accounts
and Funds,  included  in Charges  Assessed  Against Policyholders,  amounted  to
$128.1  million,  $104.6  million and  $93.6  million  in 1995,  1994  and 1993,
respectively. The Company may waive advisory fees at its discretion.
 
The Company may, from time  to time, make reimbursements to  a Fund for some  or
all  of its operating expenses. Reimbursement  arrangements may be terminated at
any time without notice.
 
Since 1981, all  domestic individual non-participating  life insurance of  Aetna
and  its subsidiaries  has been  issued by  the Company.  Effective December 31,
1988, the Company entered into a reinsurance agreement with Aetna Life Insurance
Company ("Aetna  Life")  in which  substantially  all of  the  non-participating
individual  life and annuity  business written by  Aetna Life prior  to 1981 was
assumed by the  Company. A  $108.0 million commission,  paid by  the Company  to
Aetna  Life in 1988,  was capitalized as deferred  policy acquisition costs. The
Company maintained insurance reserves of $655.5 million and $690.3 million as of
December 31, 1995 and 1994, respectively,  relating to the business assumed.  In
consideration  for  the  assumption of  this  business, a  loan  was established
relating to the assets held by Aetna Life which support the insurance  reserves.
The  loan is being reduced in accordance  with the decrease in the reserves. The
fair value of this loan was $663.5 million and $630.3 million as of December 31,
1995 and 1994, respectively, and is based upon the fair value of the  underlying
assets.  Premiums of $28.0 million, $32.8  million and $33.3 million and current
and future  benefits of  $43.0 million,  $43.8 million  and $55.4  million  were
assumed in 1995, 1994 and 1993, respectively.
 
                                      F-21
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
             Notes to Consolidated Financial Statements (continued)
                       December 31, 1995, 1994, and 1993
 
8.  RELATED PARTY TRANSACTIONS (CONTINUED)
Investment  income  of  $46.5  million,  $51.5  million  and  $53.3  million was
generated from  the  reinsurance loan  to  affiliate  in 1995,  1994  and  1993,
respectively. Net income of approximately $18.4 million, $25.1 million and $13.6
million resulted from this agreement in 1995, 1994 and 1993, respectively.
 
On  December 16, 1988, the Company assumed $25.0 million of premium revenue from
Aetna Life  for the  purchase and  administration of  a life  contingent  single
premium  variable  payout annuity  contract. In  addition,  the Company  also is
responsible for administering fixed annuity payments that are made to annuitants
receiving variable payments. Reserves  of $28.0 million  and $24.2 million  were
maintained for this contract as of December 31, 1995 and 1994, respectively.
 
Effective  February  1,  1992, the  Company  increased its  retention  limit per
individual life to $2.0  million and entered into  a reinsurance agreement  with
Aetna  Life to reinsure amounts in excess of this limit, up to a maximum of $8.0
million on any new individual life  business, on a yearly renewable term  basis.
Premium  amounts related to  this agreement were $3.2  million, $1.3 million and
$0.6 million for 1995, 1994 and 1993, respectively.
 
The Company received no capital contributions in 1995, 1994 or 1993.
 
The Company distributed  $2.9 million in  the form  of dividends of  two of  its
subsidiaries, SBA and AISI, to Aetna Retirement Services, Inc. in 1995.
 
Premiums  due and other  receivables include $5.7 million  and $27.6 million due
from affiliates in 1995 and 1994, respectively. Other liabilities include  $12.4
million and $27.9 million due to affiliates for 1995 and 1994, respectively.
 
Substantially all of the administrative and support functions of the Company are
provided by Aetna and its affiliates. The financial statements reflect allocated
charges  for these  services based  upon measures  appropriate for  the type and
nature of service provided.
 
9.  REINSURANCE
The Company utilizes indemnity reinsurance agreements to reduce its exposure  to
large  losses in all aspects of its insurance business. Such reinsurance permits
recovery of a portion of losses from reinsurers, although it does not  discharge
the  primary liability of the Company as  direct insurer of the risks reinsured.
The Company  evaluates  the  financial  strength  of  potential  reinsurers  and
continually   monitors  the  financial  condition   of  reinsurers.  Only  those
reinsurance recoverables deemed probable of recovery are reflected as assets  on
the Company's Consolidated Balance Sheets.
 
                                      F-22
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
             Notes to Consolidated Financial Statements (continued)
                       December 31, 1995, 1994, and 1993
 
9.  REINSURANCE (CONTINUED)
The  following table  includes premium amounts  ceded/assumed to/from affiliated
companies as discussed in Note 8 above.
<TABLE>
<CAPTION>
                                                                                                 CEDED TO        ASSUMED
                                                                                     DIRECT        OTHER       FROM OTHER
                                                                                     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
                                                                                    ---------        -----          -----
                                                                                    ---------        -----          -----
 
<CAPTION>
 
                                                                                       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
<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 (GLID-CDA-HO)(4)
        (4.2a) Endorsement E3KSDC96 to Variable Annuity Contract GLID-CDA-HO
        (5)    Form of Variable Annuity Contract Application (300-GTD-IA)(5)
        (6)    Certification of Incorporation and By-Laws of Depositor(6)
        (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 12, 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(7)
        (10.1) Consent of Independent Auditors
        (10.2) Consent of Counsel
        (11)   Not applicable
        (12)   Not applicable
        (13)   Computation of Performance Data(8)
        (14)   Not applicable
        (15.1) Powers of Attorney(9)
        (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 Pre-Effective Amendment No. 1 to Registration
    Statement on Form N-4 (File No. 33-88722), as filed electronically on
    November 30, 1995.

<PAGE>

5.  Incorporated by reference to Post-Effective Amendment No. 3 to Registration
    Statement on Form N-4 (File No. 2-75982), as filed on February 24, 1995.
6.  Incorporated by reference to Post-Effective Amendment No. 1 to Registration
    Statement on Form S-1 (File No. 33-60477), as filed electronically on April
    15, 1996.
7.  Incorporated by reference to Registrant's 24f-2 Notice for fiscal year ended
    December 31, 1995, as filed electronically on February 29, 1996.
8.  Incorporated by Reference to Pre-Effective Amendment No. 1 to Registration
    Statement on Form N-4 (File No. 33-88720), as filed electronically on 
    November 30, 1995.
9.  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
                                   Financial 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 527,607 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.

   (c) Compensation as of December 31, 1995:
<TABLE>
<CAPTION>

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

Name of               Net Underwriting          Compensation
Principal             Discounts and             on Redemption         Brokerage
Underwriter           Commissions               or Annuitization      Commissions       Compensation*
- -----------           -----------               ----------------      -----------       ------------
<S>                   <C>                       <C>                   <C>               <C>
Aetna Life                                         $1,830,629                            $74,341,006
Insurance and
Annuity
Company
</TABLE>

*   Compensation shown in column 5 includes deductions for mortality and expense
    risk guarantees and contract charges assessed to cover costs incurred in the
    sales and administration of the contracts issued under 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. 1 
to its Registration Statement on Form N-4 (File No. 33-88720) to be signed on 
its behalf by the undersigned, thereunto duly authorized, in the City of 
Hartford, State of Connecticut, on the 22nd day of 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. 1 to the Registration Statement on Form N-4 (File No. 33-88720)
has been signed by the following persons in the capacities and on the dates
indicated.

<TABLE>
<CAPTION>

Signature                          Title                                                        Date
- ---------                          -----                                                        ----
<S>                                <C>                                                  <C>
Daniel P. Kearney*                 Director and President                               )
- -----------------------------      (principal executive officer)                        )
Daniel P. Kearney                                                                       )
                                                                                        )
Timothy A. Holt*                   Director, Senior Vice President and Chief Financial  )   April
- -----------------------------      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                                                                         )
                                                                                        )
</TABLE>

<PAGE>

<TABLE>
<S>                                <C>                                                  <C>
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                                                                       )
</TABLE>


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

<PAGE>

                           VARIABLE ANNUITY ACCOUNT C
                                  EXHIBIT INDEX


<TABLE>
<CAPTION>

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

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

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

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

99-B.4.2       Form of Variable Annuity Contract (GLID-CDA-HO)                     *

99-B.4.2(a)    Endorsement E3K5DC96 to Variable Annuity Contract GLID-CDA-HO     -----

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

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

99-B.8.1       Fund Participation Agreement (Amended and Restated) 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 12, 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                                           *
</TABLE>


*Incorporated by reference

<PAGE>

<TABLE>
<CAPTION>

Exhibit No.    Exhibit                                                        Page
- -----------    -------                                                        ----
<S>            <C>                                                            <C>
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                                     *

99-B.15.1      Powers of Attorney                                                  *

99-B.15.2      Authorization for Signatures                                        *

27             Financial Data Schedule
                                                                              -----------
</TABLE>

*Incorporated by reference


<PAGE>

                  AETNA LIFE INSURANCE AND ANNUITY COMPANY

                                ENDORSEMENT


The Contract is hereby endorsed as follows:

  Delete Section 2.a) of Endorsement form EAMAR-HD and replace it with the 
following language:

    a) Delete the paragraph entitled DEDUCTIONS FROM THE SEPARATE ACCOUNT AND 
       THE FUNDS on the SPECIFICATIONS page and replace it with the following:

       Deductions From The Separate Account - There will be deductions for 
       mortality and expense risks and administrative fees. If the dollar 
       amount of Variable Annuity payments are not to decrease, Aetna must 
       earn a gross return on the assets of the Separate Account of:

       - [5%] 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,

       - [6.5%] 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 5% is 
         chosen.


  Delete Section 2.b) of Endorsement form EAMAR-HD and replace it with the 
following language:

    b) Delete the paragraph under the section titled Investment Increment 
       Factors - Separate Account and insert the following:

       Investment Increment factors are those items used to determine a 
       Fund's Net Return Factor for each valuation period.  The Net Return 
       Factors are used to compute all Separate Account values and payments 
       for any Fund.

       The Net Return Factor for each is equal to 1.000000 plus the Net 
       Return Rate.

       The Net Return Rate is equal to:

         (a) The value of the share 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

         (c) taxes (or reserves for taxes o the Separate Account (if any)); 
             divided by

         (d) the total value of the Fund Record Units and Fund Annuity Units 
             of the Separate Account at the start of the Valuation Period: 
             minus


<PAGE>


         (e) a daily actuarial charge at an annual rate of [1.25%] during the 
             accumulation phase and [1.25%] during the annuity phase for 
             annuity mortality and expense risks and profit; and a daily 
             administrative charge which will not exceed [.25%] during the 
             accumulation phase and a daily administrative charge which will 
             not exceed [.25%] during the annuity phase.

         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%].


Endorsed and made a part of the Contract on the effective date of the 
Contract.


                                       /s/ Jim Kearney

                                       PRESIDENT
                                       AETNA LIFE INSURANCE AND ANNUITY COMPANY



<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>


                                             Susan E. Bryant
                                             Counsel
                                             Law and Regulatory Affairs, RE4C
                                             151 Farmington Avenue
                                             Hartford, CT  06156
                                             (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. 1 to the Registration Statement on 
       Form N-4
       File Nos. 33-88720 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. 1 to the Registration Statement on Form N-4 
(File No. 33-88720) 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


<TABLE> <S> <C>

<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>


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