VARIABLE ANNUITY ACCT C OF AETNA LIFE INSURANCE & ANNUITY CO
485APOS, 1996-02-21
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<PAGE>

As filed with the Securities and Exchange         Registration No. 33-75962*
Commission on February 21, 1996                   Registration No. 811-2513

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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM N-4

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                        Post-Effective Amendment No. 5 To
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                and Amendment To

         REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

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

                    Aetna Life Insurance and Annuity Company
                               (NAME OF DEPOSITOR)

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

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

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

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It is proposed that this filing will become effective:


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

*Pursuant to Rule 429(a) under the Securities Act of 1933, Registrant has
included a combined prospectus under this Registration Statement which includes
all the information which would currently be required in a prospectus relating
to the securities covered by the following earlier Registration Statement:  33-
75978.

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

<PAGE>

                           VARIABLE ANNUITY ACCOUNT C
                              CROSS REFERENCE SHEET



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

   1       Cover Page. . . . . . . . . . . . . . .     Cover Page

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

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

   4       Condensed Financial Information . . . .     Condensed Financial
                                                       Information

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

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

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

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

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

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

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

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

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

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

<PAGE>

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

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

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

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

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

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

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

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

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

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


                           PART C (OTHER INFORMATION)

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

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

This   Prospectus  describes  two  group  deferred  variable  annuity  contracts
("Contracts")  issued  by  Aetna  Life   Insurance  and  Annuity  Company   (the
"Company").  One allows lump sum  payments ("Single Purchase Payment Contracts")
and  the  other  allows  installment  payments  ("Installment  Purchase  Payment
Contracts").   The  Contracts   are  available  through   participation  in  the
"Opportunity Plus"  retirement programs  which  receive favorable  tax  deferred
treatment  under Federal  income tax law.  (See "Purchase.")  Interests in these
Contracts are offered to employees of  school boards and public universities  in
the state of New York.

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                  - Franklin Government Securities
 - Aetna Income Shares                  Trust
 - Aetna Variable Encore Fund           - Janus Aspen Aggressive Growth
 - Aetna Investment Advisers Fund,      Portfolio
 Inc.                                   - Janus Aspen Growth Portfolio
 - Alger American Growth Portfolio      - Janus Aspen Short-Term Bond
 - Alger American Small Cap Portfolio   Portfolio
 - Calvert Responsibly Invested         - Janus Aspen Worldwide Growth
 Balanced Portfolio                     Portfolio
 - Fidelity VIP II Asset-Manager        - Lexington Emerging Markets Fund,
 Portfolio                              Inc.
 - Fidelity VIP II Contrafund           - Lexington Natural Resources Trust
 Portfolio                              - Neuberger & Berman Growth Portfolio
 - Fidelity VIP II Index 500 Portfolio  - Scudder International Portfolio
 - Fidelity VIP Equity-Income           - TCI Growth (a Twentieth Century
 Portfolio                              fund)

The Credited Interest  Options currently  available under the  Contract are  the
Guaranteed  Accumulation Account and  the Fixed Account.  Except as specifically
mentioned, this  Prospectus  describes  only investments  through  the  Separate
Account.  A  brief  description of  each  of  the Credited  Interest  Options is
contained in Appendices  to this Prospectus.  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  under all  Contracts.  Please  check with  your  employer to
determine option availability. (See "Investment Options.")

This Prospectus provides investors  with the information  that they should  know
about the Separate Account before investing in the Contract through the Separate
Account.  Additional information  about the Separate  Account is  contained in a
Statement of Additional Information ("SAI") which is available at no charge. The
SAI  has  been  filed  with  the  Securities  and  Exchange  Commission  and  is
incorporated  herein by reference. The Table of  Contents for the SAI is printed
on page 16 in this Prospectus. An SAI may be obtained by indicating the  request
on  the  enrollment  form  or  on  the  prospectus  receipt  contained  in  this
Prospectus, or by calling the number listed under the "Inquiries" section of the
Prospectus Summary.

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

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

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

<TABLE>
<S>                                                                                    <C>
DEFINITIONS..........................................................................     DEFINITIONS - 1
PROSPECTUS SUMMARY...................................................................         SUMMARY - 1
FEE TABLE............................................................................       FEE TABLE - 1
CONDENSED FINANCIAL INFORMATION......................................................     AUV HISTORY - 1
THE COMPANY..........................................................................                   1
VARIABLE ANNUITY ACCOUNT C...........................................................                   1
INVESTMENT OPTIONS...................................................................                   1
    The Funds........................................................................                   1
    Credited Interest Options........................................................                   3
PURCHASE.............................................................................                   4
    Contract Availability............................................................                   4
    Purchasing Interests in the Contract.............................................                   4
    Right to Cancel..................................................................                   4
CHARGES AND DEDUCTIONS...............................................................                   4
    Daily Deductions from the Separate Account.......................................                   4
    Maintenance Fee..................................................................                   5
    Deferred Sales Charge............................................................                   5
    Fund Expenses....................................................................                   6
    Premium and Other Taxes..........................................................                   6
CONTRACT VALUATION...................................................................                   6
    Account Values...................................................................                   6
    Accumulation Units...............................................................                   7
    Net Investment Factor............................................................                   7
TRANSFERS............................................................................                   7
WITHDRAWALS..........................................................................                   7
    Reinvestment Privilege...........................................................                   8
CONTRACT LOANS.......................................................................                   8
ADDITIONAL WITHDRAWAL OPTIONS........................................................                   8
DEATH BENEFIT DURING ACCUMULATION PERIOD.............................................                   9
ANNUITY PERIOD.......................................................................                   9
    Annuity Period Elections.........................................................                   9
    Annuity Options..................................................................                  10
    Annuity Payments.................................................................                  11
    Charges Deducted During the Annuity Period.......................................                  11
    Death Benefit Payable During the Annuity Period..................................                  11
TAX STATUS...........................................................................                  11
    Introduction.....................................................................                  11
    Taxation of the Company..........................................................                  12
    Contracts Used with Certain Retirement Plans.....................................                  12
</TABLE>
<PAGE>
<TABLE>
<S>                                                                                    <C>
MISCELLANEOUS........................................................................                  14
    Opportunity Plus Processing Office...............................................                  14
    Distribution.....................................................................                  14
    Delay or Suspension of Payments..................................................                  14
    Performance Reporting............................................................                  14
    Voting Rights....................................................................                  15
    Changes in Beneficiary Designations..............................................                  15
    Modification of the Contract.....................................................                  15
    Agreements With the Company......................................................                  15
    Legal Matters and Proceedings....................................................                  15
CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION..................................                  16
APPENDIX I--GUARANTEED ACCUMULATION ACCOUNT..........................................                  17
APPENDIX II--THE FIXED ACCOUNT.......................................................                  18
</TABLE>

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

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

ACCOUNT:  A record established for each  Participant to identify contract values
accumulated on each Participant's behalf during the Accumulation Period. For any
given Participant,  the  Account  includes amounts  held  under  an  Installment
Purchase Payment Contract and a Single Purchase Payment Contract.

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

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

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

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

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

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

ANNUITY DATE: The date on which annuity payments begin.

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

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

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

CODE: Internal Revenue Code of 1986, as amended.

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

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

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

CREDITED INTEREST OPTIONS: The  fixed interest options  under the Contract.  The
Credited  Interest  Options  currently consist  of  the  Guaranteed Accumulation
Account and the Fixed 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 registered management  investment company whose shares are
purchased by the Separate Account to fund the benefits provided by the Contract.

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

NYSUT: New York State United Teachers Trust.

OPPORTUNITY   PLUS  PROCESSING  OFFICE:   The  Opportunity  Plus  administrative
headquarters.  The  mailing  address  is  P.O.  Box  12894,  Albany,  New   York
12212-2894.

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

PLAN(S): Tax-deferred  retirement plans  under Section  403(b) of  the Code  for
employees of public school systems.

- --------------------------------------------------------------------------------
                                DEFINITIONS - 1
<PAGE>
PURCHASE PAYMENT(S): The gross payment(s) made to the Company under a Contract.

PURCHASE  PAYMENT  PERIODS: For  "Installment  Purchase Payment  Contracts," the
period of time for  completion of the  agreed upon annual  number and amount  of
Purchase  Payments. For example,  if it is determined  that the Purchase Payment
Period will consist of 12 payments per  year and only 11 payments are made,  the
Purchase  Payment Period is not completed  until the twelfth Purchase Payment is
made.

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

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

UUP: United University Professions.

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

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

CONTRACTS OFFERED

    The  two Contracts described in this  Prospectus are group deferred variable
annuity contracts  issued  by Aetna  Life  Insurance and  Annuity  Company  (the
"Company").  One allows lump sum  payments ("Single Purchase Payment Contracts")
and  the  other  allows  installment  payments  ("Installment  Purchase  Payment
Contracts").  The purpose of the Contract is to accumulate values and to provide
benefits upon retirement for retirement plans under Section 403(b) of the  Code.
The  Contracts are  available for school  boards and public  universities in the
State of New York,  specifically for Participants who  are members of NYSUT  and
UUP.

    The  Contracts  are  available  to Plans  that  include  a  variable annuity
contract alone or in conjunction with  retail mutual funds for which  Systemized
Benefits  Administrators, Inc. ("SBA"), an affiliate  of the Company, has agreed
to perform recordkeeping  services and to  provide consolidated statements.  SBA
may  receive  compensation  for  these  services,  but  such  compensation  will
generally  not  be  charged  to  the   Separate  Account  or  deducted  from   a
Participant's Account under the Contract.

CONTRACT PURCHASE

    The  Contracts may  be purchased  by eligible  organizations on  behalf of a
group made up  of their  employees. Eligible  employees may  participate in  the
Contract  by completing the enrollment form and submitting it to the Opportunity
Plus Processing Office. Purchase Payments can be applied to the Contract  either
through  a  lump-sum  transfer  from  a  pre-existing  plan  or  through  salary
reduction. (See "Purchase--Right to Cancel.")

FREE LOOK PERIOD

    Contract Holders and Participants  have the right  to cancel their  purchase
within  10  days  after  receiving the  Contract  or  other  document evidencing
interest in the  Contract by  returning it  to the  Opportunity Plus  Processing
Office  along with  a written notice  of cancellation. The  amount received upon
cancellation will be the  full value of Purchase  Payments plus any increase  or
minus  any  decrease in  the Account  Value allocated  to the  Subaccounts. (See
"Right to Cancel.")

INVESTMENT OPTIONS

    The Company has established  Variable Annuity Account  C, a registered  unit
investment  trust,  for  the purpose  of  funding  the variable  portion  of the
Contracts. The  Separate  Account  is  divided  into  Subaccounts  which  invest
directly  in  shares  of  the  Funds  described  herein,  as  designated  by the
Participant. The Contracts allow 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 Contracts also provide for investment in Credited Interest Options which
allow you to earn fixed rates of interest. The fixed options available under the
Contracts are the Guaranteed Accumulation Account ("GAA") and the Fixed Account.
(See the Appendices to this Prospectus.)

CHARGES AND DEDUCTIONS

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

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

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

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

LOANS

    Participants under  Section  403(b) Plans  may  request a  loan  from  their
Account  Value  at  any  time during  the  Accumulation  Period.  (See "Contract
Loans.")

DEATH BENEFIT

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

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

THE ANNUITY PERIOD

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

TAXES

    Contributions  and  earnings  are  not generally  taxed  until  you  or your
Beneficiary(ies) actually  receive  a  distribution from  the  Contract.  A  10%
federal  tax penalty  and a  20% withholding  for income  tax may  be imposed on
certain withdrawals. (See "Tax Status.")

INQUIRIES

- - Questions, inquiries or requests for additional information can be directed to
  your agent or local representative, or you may contact the Company through the
  Opportunity Plus Processing Office by writing  to P.O. Box 12894, Albany,  New
  York   12212-2894,  or   by  calling   1-800-OPP-INFO  (1-800-677-4636).  (See
  "Miscellaneous--Opportunity Plus Processing Office.")

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

This Fee Table describes  the various charges and  expenses associated with  the
Contracts  during  the  Accumulation  Period. For  amounts  deducted  during the
Annuity Period,  see "Charges  Deducted  During the  Annuity Period."  No  sales
charge is paid upon purchase of the Contracts. All costs that are borne directly
or  indirectly  under  the  Subaccounts  and Funds  are  shown  below.  For more
information regarding expenses paid out of the assets of a particular Fund,  see
the Fund's prospectus.

DIRECT CHARGES. These charges are deducted directly from the Account Value. They
include:

      DEFERRED  SALES  CHARGE.  The  deferred  sales  charge  is  deducted  as a
      percentage of  the  amount  withdrawn from  Installment  Purchase  Payment
      Contracts.  The total amount  deducted for the  deferred sales charge will
      not exceed 8.5%  of the  total Purchase  Payments applied  to the  Account
      under  the  Installment  Purchase  Payment  Contract.  The  amount  of the
      deferred sales charge is calculated as follows:

<TABLE>
<CAPTION>
INSTALLMENT PURCHASE PAYMENT CONTRACTS:*
PURCHASE PAYMENT                             DEFERRED SALES
 PERIODS COMPLETED                          CHARGE DEDUCTION
- ---------------------------------------  ----------------------
<S>                                      <C>
Less than 5                                            5%
5 or more but less than 7                              4%
7 or more but less than 9                              3%
9 or more but less than 10                             2%
More than 10                                           0%
</TABLE>

* For Single  Purchase Payment  Contracts, there  is no  deduction for  deferred
  sales  charges. For Installment Purchase Payment Contracts, the deferred sales
  charge is waived for amounts deposited in the Subaccounts (or GAA) on or after
  April 1, 1995. (See "Charges and Deductions--Deferred Sales Charge.")

<TABLE>
<S>                                                                                         <C>
ANNUAL CONTRACT MAINTENANCE FEE. The maintenance fee will generally be....................  $   15.00
deducted quarterly during the Accumulation Period in an amount equal
to $3.75 each calendar quarter.
</TABLE>

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

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

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

  TOTAL SEPARATE ACCOUNT CHARGES..........................................................      1.25%
</TABLE>

- --------------------------------------------------------------------------------
                                 FEE TABLE - 1
<PAGE>
ANNUAL EXPENSES OF THE FUNDS

The following table illustrates the advisory fees and other expenses  applicable
to  the Funds. Except  as noted, these  figures are a  percentage of each Fund's
average net assets  and 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
 Aetna Income Shares
 Aetna Variable Encore Fund
 Aetna Investment Advisers Fund, Inc.
 Alger American Growth Portfolio
 Alger American Small Cap Portfolio
 Calvert Responsibly Invested Balanced
  Portfolio
 Fidelity VIP II Asset Manager
  Portfolio
 Fidelity VIP II Contrafund
  Portfolio(2)
 Fidelity VIP II Index 500 Portfolio
 Fidelity VIP Equity-Income
  Portfolio(3)
 Franklin Government Securities Trust
 Janus Aspen Aggressive Growth
  Portfolio(4)
 Janus Aspen Growth Portfolio(4)
 Janus Aspen Short-Term Bond
  Portfolio(4)
 Janus Aspen Worldwide Growth
  Portfolio(4)
 Lexington Emerging Markets Fund, Inc.
 Lexington Natural Resources Trust
 Neuberger & Berman Growth Portfolio
 Scudder International Portfolio
 TCI Growth(5)
</TABLE>

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

- --------------------------------------------------------------------------------
                                 FEE TABLE - 2
<PAGE>
HYPOTHETICAL ILLUSTRATION (EXAMPLE)

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

The  following  Examples  illustrate  the expenses  that  would  have  been paid
assuming a $1,000 investment in the Contract and a 5% return on assets. For  the
purposes  of these Examples, the  maximum maintenance fee of  $15.00 that can be
deducted under the Contract has been  converted to a percentage of assets  equal
to      %.

<TABLE>
<CAPTION>
                                                         EXAMPLE A                                  EXAMPLE B
                                           -------------------------------------      -------------------------------------
                                           IF  YOU WITHDRAW  YOUR ENTIRE ACCOUNT      IF YOU DO  NOT WITHDRAW YOUR  ACCOUNT
                                           VALUE  AT  THE  END  OF  THE  PERIODS      VALUE, OR IF YOU ANNUITIZE AT THE END
                                           SHOWN, YOU  WOULD PAY  THE  FOLLOWING      OF  THE PERIODS SHOWN,  YOU WOULD PAY
                                           EXPENSES,  INCLUDING  ANY  APPLICABLE      THE  FOLLOWING EXPENSES  (NO DEFERRED
                                           DEFERRED SALES CHARGE:*                    SALES CHARGE IS REFLECTED):**
                                           1 YEAR   3 YEARS   5 YEARS   10 YEARS      1 YEAR   3 YEARS   5 YEARS   10 YEARS
                                           ------   -------   -------   --------      ------   -------   -------   --------
 <S>                                       <C>      <C>       <C>       <C>           <C>      <C>       <C>       <C>
 Aetna Variable Fund
 Aetna Income Shares
 Aetna Variable Encore Fund
 Aetna Investment Advisers Fund, Inc.
 Alger American Growth Portfolio
 Alger American Small Cap Portfolio
 Calvert Responsibly Invested Balanced
  Portfolio
 Fidelity VIP II Asset Manager Portfolio
 Fidelity VIP II Contrafund Portfolio
 Fidelity VIP II Index 500 Portfolio
 Fidelity VIP Equity-Income Portfolio
 Franklin Government Securities Trust
 Janus Aspen Aggressive Growth Portfolio
 Janus Aspen Growth Portfolio
 Janus Aspen Short-Term Bond Portfolio
 Janus Aspen Worldwide Growth Portfolio
 Lexington Emerging Markets Fund, Inc.
 Lexington Natural Resources Trust
 Neuberger & Berman Growth Portfolio
 Scudder International Portfolio
 TCI Growth
</TABLE>

- ------------------------------
 * For Single  Purchase Payment  Accounts, there  is no  deduction for  deferred
   sales  charges. For Installment Purchase Payment Accounts, the deferred sales
   charge is waived  for amounts  deposited in the  Subaccounts (or  GAA) on  or
   after April 1, 1995.
**This  Example  would not  apply if  a nonlifetime  variable annuity  option is
  selected, and a  lump sum  settlement is  requested within  three years  after
  annuity  payments  start since  the  lump sum  payment  will be  treated  as a
  withdrawal during the Accumulation Period and will be subject to any  deferred
  sales charge that would then apply. (Refer to Example A.)

- --------------------------------------------------------------------------------
                                 FEE TABLE - 3
<PAGE>
                        CONDENSED FINANCIAL INFORMATION
   (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  ACCOUNT, WHICH  FINANCIAL  STATEMENTS  HAVE  BEEN
AUDITED BY KPMG PEAT MARWICK LLP, INDEPENDENT AUDITORS. THE FINANCIAL STATEMENTS
AS  OF AND FOR  THE YEAR ENDED  DECEMBER 31, 1995  AND THE INDEPENDENT AUDITORS'
REPORT THEREON, ARE INCLUDED IN THE STATEMENT OF ADDITIONAL INFORMATION.
<TABLE>
<CAPTION>
                                             1995        1994         1993         1992         1991
                                          ----------  ----------   ----------   ----------   ----------

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

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

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

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

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

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

FIDELITY ASSET MANAGER
 PORTFOLIO
Value at beginning of period                             $10.000(5)
Value at end of period                                   $ 9.447
Increase (decrease) in value of
 accumulation unit(1)                                      (5.53)%
Number of accumulation units outstanding
 at end of period                                      1,254,504

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

- --------------------------------------------------------------------------------
                                AUV HISTORY - 1
<PAGE>
                  CONDENSED FINANCIAL INFORMATION (CONTINUED)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                             1995         1994         1993         1992         1991
                                          ----------   ----------   ----------   ----------   ----------
<S>                                       <C>          <C>          <C>          <C>          <C>
FRANKLIN GOVERNMENT SECURITIES TRUST
Value at beginning of period                              $14.929      $14.050      $13.219      $11.545
Value at end of period                                    $14.109      $14.990      $14.050      $13.219
Increase (decrease) in value of
 accumulation unit(1)                                       (4.95)%       6.26%        6.29%       14.50%
Number of accumulation units outstanding
 at end of period                                         804,457      960,629      810,155      627,552
JANUS ASPEN AGGRESSIVE GROWTH PORTFOLIO
Value at beginning of period                              $10.000(7)
Value at end of period                                    $12.169
Increase (decrease) in value of
 accumulation unit(1)                                       21.69%
Number of accumulation units outstanding
 at end of period                                         393,553
LEXINGTON EMERGING MARKETS FUND, INC.
Value at beginning of period                              $10.000(8)
Value at end of period                                    $ 8.772
Increase (decrease) in value of
 accumulation unit(1)                                      (12.28)%
Number of accumulation units outstanding
 at end of period                                         144,750
LEXINGTON NATURAL RESOURCES TRUST
Value at beginning of period                              $10.071      $ 9.193      $ 9.018      $ 9.608
Value at end of period                                    $ 9.412      $10.071      $ 9.193      $ 9.018
Increase (decrease) in value of
 accumulation unit(1)                                       (6.54)%       9.55%        1.94%       (6.14)%
Number of accumulation units outstanding
 at end of period                                         533,016      341,771      198,338      144,139
NEUBERGER & BERMAN GROWTH PORTFOLIO
Value at beginning of period                              $14.278      $13.536      $12.511      $ 9.769
Value at end of period                                    $13.398      $14.278      $13.536      $12.511
Increase (decrease) in value of
 accumulation unit(1)                                       (6.16)%       5.48%        8.19%       28.07%
Number of accumulation units outstanding
 at end of period                                       2,107,525    1,927,674    1,346,898      971,985
SCUDDER INTERNATIONAL PORTFOLIO**
Value at beginning of period                              $13.508      $ 9.922      $10.239**    $ 9.256
Value at end of period                                    $13.227      $13.508      $ 9.922      $10.239
Increase (decrease) in value of
 accumulation unit(1)                                       (2.08)%      36.14%       (3.10)%      10.62%
Number of accumulation units outstanding
 at end of period                                       4,240,412    2,371,037    1,161,007      779,667
TCI GROWTH
Value at beginning of period                              $11.443      $10.495      $10.000(12)
Value at end of period                                    $11.172      $11.443      $10.495
Increase (decrease) in value of
 accumulation unit(1)                                       (2.37)%       9.03%        4.95%
Number of accumulation units outstanding
 at end of period                                       1,608,362    1,016,894      232,832

<CAPTION>
                                             1990         1989
                                          ----------   ----------
<S>                                       <C>          <C>
FRANKLIN GOVERNMENT SECURITIES TRUST
Value at beginning of period                 $10.581      $10.000(6)
Value at end of period                       $11.545      $10.581
Increase (decrease) in value of
 accumulation unit(1)                           9.11%        5.81%
Number of accumulation units outstanding
 at end of period                            178,761       25,258
JANUS ASPEN AGGRESSIVE GROWTH PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units outstanding
 at end of period
LEXINGTON EMERGING MARKETS FUND, INC.
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units outstanding
 at end of period
LEXINGTON NATURAL RESOURCES TRUST
Value at beginning of period                 $11.441      $10.000(9)
Value at end of period                       $ 9.608      $11.441
Increase (decrease) in value of
 accumulation unit(1)                         (16.02)%      14.41%
Number of accumulation units outstanding
 at end of period                             75,052       11,481
NEUBERGER & BERMAN GROWTH PORTFOLIO
Value at beginning of period                 $10.772      $10.000(10)
Value at end of period                       $ 9.769      $10.772
Increase (decrease) in value of
 accumulation unit(1)                          (9.31)%       7.72%
Number of accumulation units outstanding
 at end of period                            482,220       68,885
SCUDDER INTERNATIONAL PORTFOLIO**
Value at beginning of period                 $10.306      $10.000(11)
Value at end of period                       $ 9.256      $10.306
Increase (decrease) in value of
 accumulation unit(1)                         (10.19)%       3.06%
Number of accumulation units outstanding
 at end of period                            317,829       32,902
TCI GROWTH
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units outstanding
 at end of period
</TABLE>

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

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

 (3) The initial Accumulation Unit value was established at $10.000 on September
     17,  1993. The Portfolio  became available under the  Contract on March 15,
     1994.

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

 (5) The initial Accumulation Unit value was established at $10.000 during March
     1994, when funds were first received under this option.

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

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

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

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

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

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

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

 * Formerly Calvert Socially Responsible Series.

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

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

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

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

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

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

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

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

THE FUNDS

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

    The Contract Holder may decide to offer only a select number of Funds  under
its  Plan, or  it may  decide to  substitute shares  of one  Fund for  shares of
another Fund currently held by the  Separate Account. The availability of  Funds
may  be subject to regulatory authorization. In addition, the Company may add or
withdraw Funds, as permitted by applicable law.

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

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

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

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

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

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

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

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

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

- -FIDELITY   INVESTMENTS  VARIABLE  INSURANCE  PRODUCTS  FUND  II--ASSET  MANAGER
 PORTFOLIO seeks  high total  return with  reduced risk  over the  long-term  by
 allocating   its  assets  among  stocks,   bonds  and  short-term  fixed-income
 instruments.

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

- -FIDELITY  INVESTMENTS VARIABLE INSURANCE PRODUCTS  FUND II--INDEX 500 PORTFOLIO
 seeks to provide  investment results  that correspond  to the  total return  of
 common  stocks  publicly  traded  in  the  United  States  by  duplicating  the
 composition and total return of the Standard & Poor's 500 Composite Stock Price
 Index.(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)

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

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

- -JANUS  ASPEN SERIES--GROWTH  PORTFOLIO seeks long-term  growth of  capital in a
 manner consistent with the preservation  of capital. The Portfolio pursues  its
 investment objective by investing in common stocks of companies of any size.(6)

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

- -JANUS  ASPEN  SERIES--WORLDWIDE  GROWTH  PORTFOLIO  seeks  long-term  growth of
 capital in  a manner  consistent with  preservation of  capital. The  Portfolio
 pursues its investment objective primarily through investments in common stocks
 of foreign and domestic issuers.(6)

- -LEXINGTON  EMERGING  MARKETS  FUND,  INC  seeks  long-term  growth  of  capital
 primarily through investment in equity securities of companies domiciled in, or
 doing business  in  emerging countries  and  emerging markets.  Investments  in
 emerging  markets involve risks not present in domestic markets. See the Fund's
 prospectus for information on risks inherent in this investment.(7)

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

- -NEUBERGER & BERMAN ADVISERS MANAGEMENT  TRUST-- GROWTH PORTFOLIO seeks  capital
 appreciation  without regard  to income.  The Portfolio  pursues its investment

- --------------------------------------------------------------------------------
                                       2
<PAGE>
 objective by  investing  in common  stocks,  often  of companies  that  may  be
 temporarily out of favor in the market.(8)

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

- -TCI PORTFOLIOS,  INC.--TCI  GROWTH (a  Twentieth  Century fund)  seeks  capital
 growth.  The Fund seeks to achieve its  objective by investing in common stocks
 (including securities convertible into common stocks) and other securities that
 meet certain  fundamental and  technical  standards of  selection and,  in  the
 opinion  of the Fund's  investment manager, have  better than average potential
 for appreciation.(10)

Investment Advisers for each of the Funds:
  (1) Aetna Life Insurance and Annuity Company
  (2) Fred Alger Management, Inc.
  (3) Calvert Asset Management Company, Inc.
  (4) Fidelity Management & Research Company
  (5) Franklin Advisers, Inc.
  (6) Janus Capital Corporation
  (7) Lexington Management Corporation (adviser); Market Systems Research
      Advisors, Inc. (subadviser) [Lexington Natural Resources Trust only]
  (8) Neuberger & Berman Management Incorporated
  (9) Scudder, Stevens & Clark, Inc.
 (10) Investors Research Corporation

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

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

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

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

CREDITED INTEREST OPTIONS

    Purchase Payments may be allocated to  one or more of the Credited  Interest
Options  available under the  Contracts as described  below. The Contract Holder
may elect  not  to offer  all  Credited Interest  Options  under its  Plan.  The
Credited  Interest Options  currently available  under the  Contract include the
Guaranteed Accumulation Account and the Fixed Account.

- - 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.)

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

CONTRACT AVAILABILITY

    The  Contracts  are designed  to  allow the  accumulation  of assets  and to
provide retirement benefits under retirement  plans under Section 403(b) of  the
Code  by school  boards and public  universities in  the state of  New York, for
Participants who are members of NYSUT or UUP.

    Two  group  contracts  may  be  issued  to  cover  all  present  and  future
Participants.  The  group  Contracts are  generally  owned by  the  employer and
individual Accounts  are  established  for  each  Participant.  Single  Purchase
Payment Contracts are issued for lump-sum transfers to us of amounts accumulated
under   a  pre-existing   Plan.  Installment  Purchase   Payment  Contracts  are
established to accept continuing periodic payments. We reserve the right to  set
a  minimum  Purchase  Payment on  single  Purchase Payment  Contracts.  Lump sum
transfers below this minimum will be applied to an installment Purchase  Payment
Contract.

    Under the Plans, the employer has no right, title or interest in the amounts
held under the Contract or in the Account; Participants make all elections under
the Contract.

PURCHASING INTERESTS IN THE CONTRACT

    Eligible organizations may acquire Contracts by submitting an application to
the  Opportunity Plus Processing Office at  18 Corporate Woods Boulevard, Fourth
Floor, Albany, New York 12211. Once we  approve the forms, the Contract will  be
issued  to the employer as the  group Contract Holder. Participants may purchase
interests in  a  group  Contract  by  submitting  enrollment  materials  to  the
Opportunity Plus Processing Office.

    The  Company must accept or reject the application or enrollment form within
two business days of receipt. If the forms are incomplete, the Company may  hold
any  forms and accompanying  Purchase Payments for  five days. Purchase Payments
may be held for longer periods only  with the consent of the Contract Holder  or
Participant,  pending acceptance of the forms.  The Code imposes a maximum limit
on annual Purchase  Payments which may  be excluded from  a Participant's  gross
income.  (See  "Tax Status.")  Initial payments  held for  longer than  the five
business days will  be deposited in  the Aetna Variable  Encore Fund  Subaccount
until the forms are completed.

    ALLOCATION  OF  PURCHASE  PAYMENTS.   Purchase  Payments  will  initially be
allocated to the Subaccounts  or Credited Interest Options  as specified by  the
Participant  on the enrollment form.  Changes in such allocation  may be made in
writing or by telephone transfer. Allocations must be in whole percentages.

RIGHT TO CANCEL

    Contract Holders and Participants  have the right  to cancel their  purchase
within  10 days  of receiving  the Contract  (or other  document evidencing your
interest) by  returning it  to the  Opportunity Plus  Processing Office  with  a
written   notice  of  intent  to  cancel.  When  we  receive  your  request  for
cancellation, we will return your Account Value. You bear 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
your request for cancellation at the Opportunity Plus Processing Office.

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

DAILY DEDUCTIONS FROM THE SEPARATE ACCOUNT

    MORTALITY AND EXPENSE RISK CHARGE.  The Company makes a daily deduction from
each of the Subaccounts for the mortality and expense risk charge. The charge is
equal,  on an annual basis, to 1.25% of  the daily net assets of the Subaccounts
and compensates the  Company for  the assumption  of the  mortality and  expense
risks  under the Contract. The mortality risks are those assumed for our promise
to make lifetime payments according to annuity rates specified in the  Contract.
The  expense risk is the risk that  the actual expenses for costs incurred under
the Contract  will  exceed the  maximum  costs that  can  be charged  under  the
Contract.

    If  the amount deducted for mortality and expense risks is not sufficient to
cover the  mortality costs  and expense  shortfalls, the  loss is  borne by  the
Company.  If the deduction  is more than  sufficient, the excess  may be used to
recover distribution expenses relating to the

- --------------------------------------------------------------------------------
                                       4
<PAGE>
Contracts and as a source of profit to the Company. The Company expects to  make
a profit from the mortality and expense risk charge.

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

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

MAINTENANCE FEE

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

    The maximum maintenance fee that can be deducted under the Contract is  $15.
One  fourth of this fee ($3.75) is deducted during the first month after the end
of each calendar quarter.  The maintenance fee  will be deducted  on a pro  rata
basis from each investment option in which you have an interest.

DEFERRED SALES CHARGE

    Withdrawals  of all or  a portion of the  Account Value may  be subject to a
deferred sales charge. The deferred sales charge is a percentage of the  amounts
withdrawn   from  the  Subaccounts,   the  Fixed  Account   and  the  Guaranteed
Accumulation  Account.  No  deferred  sales  charge  is  deducted  from  amounts
withdrawn from the Fixed Plus Account.

    For  Installment Purchase  Payment Contracts,  the deferred  sales charge is
based on the number of completed  Purchase Payment Periods. For Single  Purchase
Payment Contracts, it is based on the number of Contract Years that have elapsed
since  the Purchase Payments were made. The  amount of the deferred sales charge
is determined  in  accordance with  the  schedule  set forth  in  the  following
tables:*

<TABLE>
<CAPTION>
    INSTALLMENT PURCHASE PAYMENT
             CONTRACTS:
                      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%
</TABLE>

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

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

    There  is  no deferred  sales charge  provision  on Single  Purchase Payment
Contracts. However, if amounts  are transferred from  a Single Purchase  Payment
Contract  to an Installment  Purchase Payment Contract,  the applicable deferred
sales charge provisions apply to all amounts in the Installment Purchase Payment
Contract.

    In addition, if a nonlifetime Annuity Option is elected on a variable  basis
and the remaining value is withdrawn before three years of Annuity payments have
been  completed,  the applicable  deferred sales  charge  will be  assessed (see
"Annuity Options").

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

- --------------------------------------------------------------------------------
                                       5
<PAGE>
    Generally, if you  transfer the  total account value  under another  similar
annuity  contract issued by the  Company to an Account  under this Contract, the
effective date of the new Account will be the same effective date as your former
contract for the  purpose of  calculating the applicable  deferred sales  charge
under this Contract.

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

- - applied to provide Annuity benefits;

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

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

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

- - paid where  the  Account Value  is  $2,500 or  less  and no  amount  has  been
  withdrawn,  taken as a loan,  or used to purchase  Annuity benefits during the
  prior 12 months;

- - taken from an Installment Purchase Payment Contract by a Participant who is at
  least age 59 1/2 and who has completed nine Purchase Payment Periods;

- - withdrawn due to disability as specified in the Code;

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

- - withdrawn due to  separation from service  while meeting the  age and  service
  requirements  to  receive  benefits  under the  New  York  State  Teachers' or
  Employees' Retirement Systems (even if you are not a member of either system);
  or

- - withdrawn from the portion of the Account Value invested in the  Subaccount(s)
  and/or  GAA attributable to Purchase Payments made  on or after April 1, 1995.
  This waiver  does not  apply to  amounts deposited  in the  Fixed Account.  If
  amounts are deposited in a Subaccount or GAA and then transferred to the Fixed
  Account,  the waiver would  no longer apply.  If amounts are  deposited in the
  Fixed Account and then  transferred to a Subaccount  or GAA, the waiver  would
  not  apply to  amounts that  came from  the Fixed  Account. No  deferred sales
  charge would be assessed unless and until these amounts are withdrawn from the
  Account. For any withdrawal, the Account Value of the Purchase Payment(s) made
  on or after April 1, 1995 will be withdrawn first. Then, the remaining Account
  Value will be used to satisfy the disbursement request.

    FREE WITHDRAWALS.  For Participants between the  ages of 59 1/2 and 70  1/2,
up  to 10% of  the current Account  Value may be  withdrawn during each calendar
year without imposition of a deferred sales charge. The free withdrawal  applies
only  to the first partial withdrawal in each calendar year. The 10% amount will
be based on the  Account Value calculated on  the Valuation Date next  following
our  receipt of your request for  withdrawal. Any outstanding contract loans are
excluded from the Account Value when calculating the 10% free withdrawal amount.
This provision does not apply to a full withdrawal of the Account, or to partial
withdrawals due to  a default on  a contract loan  (see "Contract Loans").  This
provision  may  not be  exercised if  ECO  or SWO  is elected.  (See "Additional
Withdrawal Options.")

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

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

PREMIUM AND OTHER TAXES
    Currently, there is no premium tax on annuities under New York  regulations.
However,  if the state does impose a premium  tax, it would be deducted from the
amount applied to  an annuity option.  We reserve  the right to  deduct a  state
premium  tax at any time from the  Purchase Payment(s) or from the Account Value
at any time, but no earlier than when  we have a tax liability under state  law.
(See "Tax Status.")

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

ACCOUNT VALUE

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

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

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

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

NET INVESTMENT FACTOR

    The net investment factor is used to measure the investment performance of a
Subaccount from one Valuation Date to the next. The net investment factor for  a
Subaccount  for any valuation period is equal to  the sum of 1.0000 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, divided by

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

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

    The net investment rate may be either positive or negative.

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

    At  any time  prior to  the Annuity  Date, the  Contract Holder  (or you, if
authorized by the Contract Holder) can transfer amounts held under the Contracts
from one Subaccount to another. Transfers between the Credited Interest  Options
and  the Subaccounts are subject to  certain restrictions. (See Appendices I and
II.) 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  Contracts
and your Plan, as applicable.

    The  Company currently allows unlimited  transfers of accumulated amounts to
available investment options without charge,  provided that the transfer  amount
is not less than $500. Any transfer will be based on the Accumulation Unit Value
next  determined  after the  Company receives  a valid  transfer request  at the
Opportunity Plus Processing 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.")

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

    Subject  to  the  withdrawal  restrictions  under  Section  403(b) Contracts
described below, all or a portion of  the Account Value may be withdrawn at  any
time  during the Accumulation Period. To request a withdrawal, you must properly
complete a disbursement  form and  send it  to the  Opportunity Plus  Processing
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 as in one of the following forms:

- -FULL  WITHDRAWAL OF AN ACCOUNT: The amount  paid upon a full withdrawal will be
 the full  Account  Value,  minus  any  applicable  deferred  sales  charge  and
 maintenance fee due.

- --------------------------------------------------------------------------------
                                       7
<PAGE>
- -PARTIAL WITHDRAWALS (Percentage): The amount paid will be the percentage of the
 Account Value requested minus any applicable deferred sales charge.

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

    For  any partial  withdrawal, the value  of the  Accumulation Units canceled
will be  withdrawn proportionately  from the  Subaccounts or  Credited  Interest
Options  in  which  your Purchase  Payments  are allocated,  unless  you request
otherwise in writing. All amounts paid will be based on Account Values as of the
next Valuation  Date after  we receive  a  request for  withdrawal at  our  Home
Office,  or  on such  later date  as the  disbursement form  may specify.  A 20%
federal income tax may be withheld from amounts paid directly to you. (See  "Tax
Status--Contracts Used with Certain Retirement Plans.")

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

REINVESTMENT PRIVILEGE

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

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

    During the Accumulation Period, Participants  may request a loan from  their
Account  Value. Loans can  only be taken  from those Account  Values held in the
Subaccounts or  from those  Credited  Interest Options  that allow  loans.  (See
Appendices  I and II.) A loan may be obtained by reviewing and reading the terms
of the loan agreement, properly completing a loan request form and submitting it
to the Opportunity Plus Processing Office.

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

    The Company offers certain  withdrawal options under  the Contract that  are
not  considered annuity options ("Additional Withdrawal Options"). These options
are available for Participants  whose Account Value is  at least $25,000 at  the
time of election.

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

- - SWO--SYSTEMATIC WITHDRAWAL OPTION.   SWO  is a series  of partial  withdrawals
  from  your Account based  on a payment  method you select.  It is designed for
  those who want a  periodic income while  retaining investment flexibility  for
  amounts  accumulated under a Contract.  This option may not  be elected if you
  have an  outstanding contract  loan and  payments may  not be  made until  you
  attain age 59 1/2 (55 if separated from service with the Contract Holder).

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

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

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

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

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

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

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

- - in a lump sum;

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

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

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

- - to leave the 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  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 Beneficiary  within
seven days after we receive proof of death.

    The Code requires that distribution of death proceeds begin within a certain
period  of time. Generally, either annuity payments must begin by December 31 of
the year following the year of your death, or the entire value of your  benefits
must  be distributed by December 31 of the fifth year following the year of your
death. If your Beneficiary is  your spouse, he or she  is not required to  begin
distributions until the year you would have attained age 70 1/2. In no event may
payments  extend beyond  the life  expectancy of  the Beneficiary  or any period
certain greater than the Beneficiary's life expectancy.

    If no elections are made, no distributions will be made. Failure to commence
distributions within the above time periods can result in tax penalties.

    Regardless of the method of  payment, death benefit proceeds will  generally
be  taxed to  the Beneficiary in  the same manner  as if you  had received those
payments. (See "Tax Status.")

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

ANNUITY PERIOD ELECTIONS

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

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

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

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                                       9
<PAGE>
- - 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  you have selected an Annuity  Option.
Until  a  date  and  option  are  elected,  the  Account  will  continue  in the
Accumulation Period. Once annuity payments begin, the Annuity Option may not  be
changed,  nor may  transfers currently  be made  among the  investment option(s)
selected. (See  "Annuity Options"  below for  more information  about  transfers
during the Annuity Period.)

ANNUITY OPTIONS

    You may choose one of the following Annuity Options:

LIFETIME ANNUITY OPTIONS:

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

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

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

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

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

NONLIFETIME ANNUITY OPTIONS:

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

    Under  the Nonlifetime  Option, an  annuity may  be selected  on a  fixed or
variable basis  and payments  may be  made for  3-30 years.  If this  option  is
elected  on a variable basis,  the Annuitant may request  at any time during the
payment period that the  present value of  all or any  portion of the  remaining
variable  payments be  paid in one  sum. However, under  an Installment Purchase
Payment Contract, 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.")

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

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                                       10
<PAGE>
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
size of  your Account  Value, how  you allocate  it between  fixed and  variable
payouts,  and the  Annuity Option  chosen. No  election may  be made  that would
result in the first Annuity  payment of less than  $20, or total yearly  Annuity
payments  of  less than  $100.  If your  Account Value  on  the Annuity  Date is
insufficient to elect  an option for  the minimum amount  specified, a  lump-sum
payment must be elected.

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

CHARGES DEDUCTED DURING THE ANNUITY PERIOD

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

DEATH BENEFIT PAYABLE DURING THE ANNUITY PERIOD

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

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

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

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

    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

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

TAXATION OF THE COMPANY

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

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

CONTRACTS USED WITH CERTAIN RETIREMENT PLANS

    IN GENERAL.  The Contract is designed for use with Section 403(b) plans. The
tax  rules applicable to retirement plans vary according to the type of plan and
the terms and conditions of the plan.

    The Company makes no attempt to provide more than general information  about
use of the Contracts with the various types of retirement plans. Participants as
well  as  beneficiaries are  cautioned  that the  rights  of any  person  to any
benefits under the Contracts may be subject  to the terms and conditions of  the
plans  themselves,  in addition  to the  terms and  conditions of  the Contracts
issued in  connection with  such plans.  Some retirement  plans are  subject  to
limitations  on distribution and other requirements that are not incorporated in
the Contracts. Purchasers  are responsible for  determining that  contributions,
distributions  and  other transactions  with  respect to  the  Contracts satisfy
applicable laws,  and  should  consult  their  legal  counsel  and  tax  adviser
regarding the suitability of the Contract.

    SECTION  403(B) PLANS.   Under Section 403(b),  contributions made by public
school systems to purchase annuity  contracts for their employees are  generally
excludable from the gross income of the employee.

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

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

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

    Generally, no amounts accumulated under  the Contract will be taxable  prior
to  the time of  actual distribution. However,  the IRS has  stated in published
rulings that a  variable contract  owner, including  participants under  Section
403(b)  Plans, will be  considered the owner  of separate account  assets if the
contract owner possesses  incidents of  investment control over  the assets.  In
these  circumstances, income and gains from the separate account assets would be
currently includible in the variable contract owner's gross income. The Treasury
announced that guidance would  be issued in the  future regarding the extent  to
which   owners  could   direct  their  investments   among  Subaccounts  without

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                                       12
<PAGE>
being treated as owners of the underlying assets of the Separate Account. It  is
possible  that the Treasury's position, when announced, may adversely affect the
tax treatment of existing contracts. The Company therefore reserves the right to
modify the Contract as necessary to  attempt to prevent the Contract owner  from
being considered the federal tax owner of the assets of the Separate Account.

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

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

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

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

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

    TAXATION OF DISTRIBUTIONS.   All  distributions will  be taxed  as they  are
received  unless you made a rollover contribution of the distribution to another
plan of the same type or to an individual retirement annuity/account ("IRA")  in
accordance with the Code, or unless you have made after-tax contributions to the
plan,  which are not taxed  upon distribution. The Code  has specific rules that
apply,  depending  on   the  type   of  distribution   received,  if   after-tax
contributions were made.

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

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

    The  Code  imposes  a  10%  penalty  tax  on  the  taxable  portion  of  any
distribution  unless made when  (a) you have  attained age 59  1/2, (b) you have
become disabled, (c) you have died, (d) you have separated from service with the
plan sponsor at or after age 55, (e) the distribution amount is rolled over into
another plan of the same type in accordance  with the terms of the Code, or  (f)
the  distribution amount  is made in  substantially equal  periodic payments (at
least annually) over your life  or life expectancy or  the joint lives or  joint
life  expectancies of you and your plan beneficiary, provided you have separated
from service with the plan sponsor. In addition, the penalty tax does not  apply
for the amount of a distribution equal to unreimbursed medical expenses incurred
by  you that qualify for deduction as specified in the Code. The Code may impose
other penalty taxes in other circumstances.

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                                       13
<PAGE>
                                 MISCELLANEOUS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

OPPORTUNITY PLUS PROCESSING OFFICE

    We have  established  the  Opportunity Plus  Processing  Office  to  provide
administrative  support to  Participants of  the Opportunity  Plus Program. This
office will handle  enrollments, billing, transfers,  redemptions and  inquiries
for  all Opportunity Plus  Participants. All forms  and correspondence should be
sent to:

                     Aetna Life Insurance and Annuity Company
   Opportunity Plus Processing Office
   P.O. Box 12894
   Albany, New York 12212-2894
   Telephone Number: 1-800-677-4636

DISTRIBUTION

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

    PAYMENT OF  COMMISSIONS.   Persons offering  and selling  the Contracts  may
receive  commissions in connection  with the sale of  the Contracts. The maximum
percentage amount that the Company will  ever pay as commission with respect  to
any  given Purchase Payment is with respect  to those made during the first year
of Purchase Payments under an Account. The percentage amount will range from  1%
to  4% 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 expenses. The name of the
Distributor  and the registered representative  responsible for your Account are
set forth in your enrollment  materials. Commissions and sales related  expenses
are  paid  by the  Company  and are  not  deducted from  Purchase  Payments. See
"Charges and Deductions-- Deferred Sales Charge."

DELAY OR SUSPENSION OF PAYMENTS

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

PERFORMANCE REPORTING

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

    The   Company  may  also  advertise   certain  ratings,  rankings  or  other
information related to the Company,

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                                       14
<PAGE>
the Subaccounts or  the Funds. Further  details regarding performance  reporting
and advertising are described in the Statement of Additional Information.

VOTING RIGHTS
    In  accordance with  the Company's view  of present applicable  law, it will
vote the shares of each of the Funds held by the Separate Account at regular and
special meetings of Fund shareholders  in accordance with instructions  received
from  each  Contract Holder.  Participants and  Annuitants  have a  fully vested
(100%) interest in the benefits provided under the Contract and may instruct the
Contract Holder how to direct the Company  to cast the votes for the portion  of
the  Account  Value  or  valuation  reserve  attributable  to  their  individual
Accounts.  The  Company  will  vote  shares  for  which  it  has  not   received
instructions in the same proportion as it votes shares for which it has received
instructions.

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

    The  number of votes each Contract Holder or Participant, as applicable, may
cast during the Accumulation Period is equal to the portion of the Account Value
to that Fund, divided by the net asset  value of one share of that Fund.  During
the  Annuity  Period, the  number of  votes  is equal  to the  valuation reserve
applicable to the portion of the Contract attributable to that Fund, divided  by
the  net asset  value of one  share of that  Fund. In determining  the number of
votes, fractional votes will be recognized.

CHANGES IN BENEFICIARY DESIGNATIONS
    The designated Beneficiary may be changed at any time. Such change will  not
become effective until written notice of the change is received by the Company.

MODIFICATION OF THE CONTRACT
    The  Company may change the Contract as required by federal or state law. In
addition, the Company may, upon 30  days written notice to the Contract  Holder,
make  other changes to  the Contracts that  would apply only  to individuals who
become Participants  under  that  Contract  after the  effective  date  of  such
changes.  If the Contract Holder does not agree to a change, no new Participants
will be covered under the Contract. Certain changes will require the approval of
appropriate state or federal regulatory authorities.

AGREEMENTS WITH THE COMPANY
    In 1994, NYSUT and the Company  entered into an arrangement which calls  for
NYSUT to exclusively endorse the Opportunity Plus program and for the Company to
provide  educational programs focusing on financial planning for retirement. The
educational program  is  provided to  all  NYSUT members  including  agency  fee
payors.  Trained  personnel have  been  hired by  the  Company to  conduct these
programs exclusively  for NYSUT  members. NYSUT  is reimbursed  for direct  out-
of-pocket  expenses incurred in the promotion of the Opportunity Plus program up
to a  maximum of  $75,000 per  year. In  addition, the  Company will  pay  NYSUT
between $30,000-$42,000 per month from 1994 through 1998. NYSUT has indicated to
the  Company that  it intends to  use these  amounts to enhance  benefits to the
membership.

    The Company compensates UUP $48,000 per  year for the use of on-site  campus
facilities,  the endorsement of the Opportunity Plus  program and for the use of
UUP payroll slots.

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.

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                                       15
<PAGE>
                                CONTENTS OF THE
                      STATEMENT OF ADDITIONAL INFORMATION
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

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

<TABLE>
<S>                                                                                  <C>
General Information and History
Variable Annuity Account C
Offering and Purchase of Contracts
Performance Data
  General
  Average Annual Total Return Quotations
Annuity Payments
Sales Material and Advertising
Independent Auditors
Financial Statements of the Separate Account
Financial Statements of the Company
</TABLE>

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                                       16
<PAGE>
                                   APPENDIX I
                        GUARANTEED ACCUMULATION ACCOUNT
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

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

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

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

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

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

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

MORTALITY AND EXPENSE RISK CHARGES

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

TRANSFERS

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

CONTRACT LOANS

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

REINVESTMENT PRIVILEGE

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

- --------------------------------------------------------------------------------
                                       17
<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.  The
Fixed Account is available under Installment Purchase Payment Contracts only.

    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
options(s)  are allowed  in each calendar  year during  the Accumulation Period.
There is no limit on the number of transfers that you can make out of the  Fixed
Account in a calendar year; however, the amount you are allowed to transfer from
the  Fixed Account is the current value  of your Fixed Account multiplied by the
current maximum  percentage of  the transfer  allowed (the  "window") minus  any
previous transfers made during the calendar year.

    By  notifying us at the Opportunity Plus  Processing 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.

CONTRACT LOANS

    Loans may be made from Account Values held in the Fixed Account.

- --------------------------------------------------------------------------------
                                       18
<PAGE>
                          FOR MASTER APPLICATIONS ONLY

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

- ---- PLEASE SEND  AN ACCOUNT  C STATEMENT  OF ADDITIONAL  INFORMATION (FORM  NO.
     75962(S)) DATED MAY 1, 1996.

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

                          CONTRACT HOLDER'S SIGNATURE

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

                                      DATE

75962-2 (5/96)

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

                           VARIABLE ANNUITY ACCOUNT C
                                       OF
                    AETNA LIFE INSURANCE AND ANNUITY COMPANY

              STATEMENT OF ADDITIONAL INFORMATION DATED MAY 1, 1996
                                       for
                                OPPORTUNITY PLUS
                Group Variable Multiple Option Annuity Contracts

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
                       Opportunity Plus Processing Office
                                 P.O. Box 12894
                           Albany, New York 12212-2894
                                 1-800-677-4636

Read the prospectus before you invest.  Unless otherwise indicated, terms used
in this Statement of Additional Information have the same meaning as in the
prospectus.


                                TABLE OF CONTENTS

                                                        PAGE
                                                        ----
General Information and History. . . . . . . . . . . .    2
Variable Annuity Account C . . . . . . . . . . . . . .    2
Offering and Purchase of Contracts . . . . . . . . . .    3
Performance Data . . . . . . . . . . . . . . . . . . .    3
     General . . . . . . . . . . . . . . . . . . . . .    3
     Average Annual Total Return Quotations. . . . . .    4
Annuity Payments . . . . . . . . . . . . . . . . . . .    6
Sales Material and Advertising . . . . . . . . . . . .    7
Independent Auditors . . . . . . . . . . . . . . . . .    8
Financial Statements of the Separate Account . . . . .    S-1
Financial Statements of Aetna Life Insurance
 and Annuity Company . . . . . . . . . . . . . . . . .    F-1



<PAGE>

                         GENERAL INFORMATION AND HISTORY

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

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

The Company has established the Opportunity Plus Processing Office to provide
administrative support to Contract Holders and Participants investing in the
Opportunity Plus Contract. This office will handle enrollments, billing,
transfers, redemptions, and inquiries for all Opportunity Plus Contract Holders
and Participants. All forms and correspondence should be sent to:

                Aetna Life Insurance and Annuity Company
                Opportunity Plus Processing Office
                P.O. Box 12894
                Albany, New York  12212-2894
                Telephone number:  1-800-677-4636


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

                                        2

<PAGE>

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:

<TABLE>
<CAPTION>

<S>                                               <C>
     Aetna Income Shares                          Franklin Government Securities Trust
     Aetna Investment Advisers Fund, Inc.         Janus Aspen Aggressive Growth Portfolio
     Aetna Variable Encore Fund                   Janus Aspen Growth Portfolio
     Aetna Variable Fund                          Janus Aspen Short-Term Bond Portfolio
     Alger American Growth Portfolio              Janus Aspen Worldwide Growth Portfolio
     Alger American Small Cap Portfolio           Lexington Emerging Markets Fund, Inc.
     Calvert Responsibly Invested Balanced        Lexington Natural Resources Trust
      Portfolio                                   Neuberger and Berman Growth Portfolio
     Fidelity VIP II Asset Manager Portfolio      Scudder International Portfolio
     Fidelity VIP II Contrafund Portfolio         TCI Growth
     Fidelity VIP II Index 500 Portfolio
     Fidelity VIP Equity-Income Portfolio
</TABLE>



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

                       OFFERING AND PURCHASE OF CONTRACTS

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

                                PERFORMANCE DATA

GENERAL

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

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

                                        3

<PAGE>

fractional periods.  The maintenance fee is converted to a percentage of assets
based on the average account size under the Contracts described in the
Prospectus.

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

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

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

   AVERAGE ANNUAL TOTAL RETURN QUOTATIONS - STANDARDIZED AND NON-STANDARDIZED

The tables shown below represent each type of contract provided for in this
Statement of Additional Information.  The first table reflects the average
annual SEC and Company Total Return quotation figures for the periods ended
December 31, 1995 for the Subaccounts under the Single Payment Contract issued
by the Company.  The second table reflects the average annual SEC and Company
Total Return quotation figures for the periods ended December 31, 1995 for the
Subaccounts under Installment Payment Contracts with a $15 annual maintenance
fee, deducted quarterly. 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>

                                               ----------------------------------------------------------------------------------
                                                                                                                          FUND
SINGLE PURCHASE PAYMENT CONTRACT                         STANDARDIZED                    NON-STANDARDIZED              INCEPTION
      ($0 MAINTENANCE FEE)                                                                                                DATE
- ---------------------------------------------------------------------------------------------------------------------------------
            SUBACCOUNT                            1  Year   5 Years   10 Years  1 Year    3 Years   5 Years   10 Years
<S>                                               <C>       <C>       <C>       <C>       <C>       <C>       <C>      <C>
- ---------------------------------------------------------------------------------------------------------------------------------
Aetna Variable Fund                                                                                                     04/30/75
- ---------------------------------------------------------------------------------------------------------------------------------
Aetna Income Shares                                                                                                     06/01/78
- ---------------------------------------------------------------------------------------------------------------------------------
Aetna Variable Encore Fund                                                                                              09/01/75
- ---------------------------------------------------------------------------------------------------------------------------------
Aetna Investment Advisers Fund, Inc.                                                                                    06/23/89
- ---------------------------------------------------------------------------------------------------------------------------------
Alger American Growth Portfolio                                                                                         01/08/89
- ---------------------------------------------------------------------------------------------------------------------------------
Alger American Small Cap Portfolio                                                                                      09/21/88
- ---------------------------------------------------------------------------------------------------------------------------------
Calvert Responsibly Invested Balanced Portfolio                                                                         09/30/86
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                        4

<PAGE>


<TABLE>
<CAPTION>

                                               ----------------------------------------------------------------------------------
                                                                                                                          FUND
SINGLE PURCHASE PAYMENT CONTRACT                          STANDARDIZED                  NON-STANDARDIZED               INCEPTION
      ($0 MAINTENANCE FEE)                                                                                                DATE
- ---------------------------------------------------------------------------------------------------------------------------------
            SUBACCOUNT                            1  Year   5 Years   10 Years  1 Year    3 Years   5 Years   10 Years
<S>                                               <C>       <C>       <C>       <C>       <C>       <C>       <C>      <C>
- ---------------------------------------------------------------------------------------------------------------------------------
Fidelity Equity-Income Portfolio                                                                                        10/22/86
- ---------------------------------------------------------------------------------------------------------------------------------
Fidelity Asset Manager Portfolio                                                                                        11/07/86
- ---------------------------------------------------------------------------------------------------------------------------------
Fidelity Contrafund Portfolio                                                                                           01/03/95
- ---------------------------------------------------------------------------------------------------------------------------------
Fidelity Index 500 Portfolio                                                                                            02/13/87
- ---------------------------------------------------------------------------------------------------------------------------------
Franklin Government Securities Trust                                                                                    05/30/89
- ---------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Aggressive Growth Portfolio                                                                                 9/13/93
- ---------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Balanced Portfolio                                                                                          09/13/93
- ---------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Flexible Income Portfolio                                                                                   09/13/93
- ---------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Growth Portfolio                                                                                            09/13/93
- ---------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Short-Term Bond Portfolio                                                                                   09/13/93
- ---------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Worldwide Growth Portfolio                                                                                  09/13/93
- ---------------------------------------------------------------------------------------------------------------------------------
Lexington Natural Resources Trust                                                                                       05/31/89
- ---------------------------------------------------------------------------------------------------------------------------------
Neuberger & Berman Growth Portfolio                                                                                     12/31/85
- ---------------------------------------------------------------------------------------------------------------------------------
Scudder International Portfolio                                                                                         04/30/87
- ---------------------------------------------------------------------------------------------------------------------------------
TCI Growth                                                                                                              11/20/87
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>

                                               ----------------------------------------------------------------------------------
                                                                                                                          FUND
INSTALLMENT PURCHASE PAYMENT CONTRACTS                   STANDARDIZED                    NON-STANDARDIZED              INCEPTION
      ($15 MAINTENANCE FEE)                                                                                               DATE
- ---------------------------------------------------------------------------------------------------------------------------------
            SUBACCOUNT                            1  Year   5 Years   10 Years  1 Year    3 Years   5 Years   10 Years
<S>                                               <C>       <C>       <C>       <C>       <C>       <C>       <C>      <C>
- ---------------------------------------------------------------------------------------------------------------------------------
Aetna Variable Fund                                                                                                     04/30/75
- ---------------------------------------------------------------------------------------------------------------------------------
Aetna Income Shares                                                                                                     06/01/78
- ---------------------------------------------------------------------------------------------------------------------------------
Aetna Variable Encore Fund                                                                                              09/01/75
- ---------------------------------------------------------------------------------------------------------------------------------
Aetna Investment Advisers Fund, Inc.                                                                                    06/23/89
- ---------------------------------------------------------------------------------------------------------------------------------
Alger American Growth Portfolio                                                                                         01/08/89
- ---------------------------------------------------------------------------------------------------------------------------------
Alger American Small Cap Portfolio                                                                                      09/21/88
- ---------------------------------------------------------------------------------------------------------------------------------
Calvert Responsibly Invested Balanced Portfolio                                                                         09/30/86
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                        5


<PAGE>



<TABLE>
<CAPTION>

                                                ---------------------------------------------------------------------------------
                                                                                                                          FUND
INSTALLMENT PURCHASE PAYMENT CONTRACTS                     STANDARDIZED                   NON-STANDARDIZED             INCEPTION
      ($15 MAINTENANCE FEE)                                                                                               DATE
- ---------------------------------------------------------------------------------------------------------------------------------
            SUBACCOUNT                            1  Year   5 Years   10 Years  1 Year    3 Years   5 Years   10 Years
<S>                                               <C>       <C>       <C>       <C>       <C>       <C>       <C>      <C>
- ---------------------------------------------------------------------------------------------------------------------------------
Fidelity Equity-Income Portfolio                                                                                        10/22/86
- ---------------------------------------------------------------------------------------------------------------------------------
Fidelity Asset Manager Portfolio                                                                                        11/07/86
- ---------------------------------------------------------------------------------------------------------------------------------
Fidelity Contrafund Portfolio                                                                                           01/03/95
- ---------------------------------------------------------------------------------------------------------------------------------
Fidelity Index 500 Portfolio                                                                                            02/13/87
- ---------------------------------------------------------------------------------------------------------------------------------
Franklin Government Securities Trust                                                                                    05/30/89
- ---------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Aggressive Growth Portfolio                                                                                 9/13/93
- ---------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Balanced Portfolio                                                                                          09/13/93
- ---------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Flexible Income Portfolio                                                                                   09/13/93
- ---------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Growth Portfolio                                                                                            09/13/93
- ---------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Short-Term Bond Portfolio                                                                                   09/13/93
- ---------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Worldwide Growth Portfolio                                                                                  09/13/93
- ---------------------------------------------------------------------------------------------------------------------------------
Lexington Natural Resources Trust                                                                                       05/31/89
- ---------------------------------------------------------------------------------------------------------------------------------
Neuberger & Berman Growth Portfolio                                                                                     12/31/85
- ---------------------------------------------------------------------------------------------------------------------------------
Scudder International Portfolio                                                                                         04/30/87
- ---------------------------------------------------------------------------------------------------------------------------------
TCI Growth                                                                                                              11/20/87
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                ANNUITY PAYMENTS

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

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

When the Annuity Period begins, the Annuitant is credited with a fixed number of
Annuity Units (which does not change thereafter) in each of the designated
investment options.  This number is calculated by dividing (a) by (b), where (a)
is the amount of the first annuity payment based on a

                                        6

<PAGE>

particular investment option, and (b) is the then current Annuity Unit value for
that investment option. As noted, Annuity Unit values fluctuate from one
Valuation Period to the next; such fluctuations reflect changes in the net
investment factor for the appropriate Fund(s) (with a ten Valuation Period lag
which gives the Company time to process Annuity payments) and a mathematical
adjustment which offsets the assumed net investment rate of 3.5% or 5% per
annum.

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

EXAMPLE:

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

Also assume 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 $1,000 of value applied; the Annuitant's first monthly
payment would thus be 40.950 multiplied by $6.68, or $273.55.

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

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

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

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

                         SALES MATERIAL AND ADVERTISING

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

We may distribute sales literature that compares the percentage change in
Accumulation Unit values for any of the Funds to established market indexes such
as the Standard & Poor's 500 Stock Index and the

                                        7

<PAGE>

Dow Jones Industrial Average or to the percentage change in values of other
management investment companies that have investment objectives similar to the
Fund being compared.

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

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

                              INDEPENDENT AUDITORS

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

                                        8

<PAGE>

                              FINANCIAL STATEMENTS


                           VARIABLE ANNUITY ACCOUNT C


                                      INDEX


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







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



                                       S-1



<PAGE>



                       STATEMENT OF ADDITIONAL INFORMATION




                           VARIABLE ANNUITY ACCOUNT C




                           VARIABLE ANNUITY CONTRACTS

                                    ISSUED BY

                    AETNA LIFE INSURANCE AND ANNUITY COMPANY









FORM NO. 75962(S) - 2                                       ALIAC ED. MAY 1996



<PAGE>

                           VARIABLE ANNUITY ACCOUNT C
                           PART C - OTHER INFORMATION

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

   (b) Exhibits
       (1)    Resolution of the Board of Directors of Aetna Life Insurance and
              Annuity Company establishing Variable Annuity Account C(1)
       (2)    Not applicable
       (3.1)  Form of Broker-Dealer Agreement(2)
       (3.2)  Alternative Form of Wholesaling Agreement and related Selling
              Agreement(2)
       (4.1)  Form of Variable Annuity Contract (G-TDA-HH(XC/M)) and (GTDA-
              HH(XC/S))(3)
       (5)    Form of Variable Annuity Contract Application (300-TDA-HH(XC))(3)
       (6)    Certification of Incorporation and By-Laws of Depositor(4)
       (7)    Not applicable
       (8.1)  Fund Participation Agreement between Aetna Life Insurance and
              Annuity Company, Alger American Fund and Fred Alger Management,
              Inc. dated September 1, 1993(2)
       (8.2)  Fund Participation Agreement between Aetna Life Insurance and
              Annuity Company and Calvert Asset Management Company (Calvert
              Responsibly Invested Balanced Portfolio formerly Calvert Socially
              Responsible Series) dated March 13, 1989 and amended December 27,
              1993(5)

<PAGE>

       (8.3)  Fund Participation Agreement between Aetna Life Insurance and
              Annuity Company and Variable Insurance Products Fund, Fidelity
              Distributors Corporation dated February 1, 1994(6)
       (8.4)  Fund Participation Agreement between Aetna Life Insurance and
              Annuity Company and Variable Insurance Products Fund II, Fidelity
              Distributors Corporation dated February 1, 1994(6)
       (8.5)  Fund Participation Agreement between Aetna Life Insurance and
              Annuity Company and Franklin Government Securities Trust dated
              January 31, 1989(7)
       (8.6)  Fund Participation Agreement between Aetna Life Insurance and
              Annuity Company and Janus Aspen Series dated April 19, 1994 and
              amended June 15, 1994(8)
       (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(5)
       (8.8)  Fund Participation Agreement between Aetna Life Insurance and
              Annuity Company, Lexington Emerging Markets Fund, Inc. and
              Lexington Management Corporation (its investment advisor) dated
              April 28, 1994(9)
       (8.9)  Fund Participation Agreement between Aetna Life Insurance and
              Annuity Company and Advisers Management Trust (now Neuberger &
              Berman Advisers Management Trust) dated April 14, 1989(2)
       (8.10) 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(10)
       (8.11) 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(10)
       (9)    Opinion of Counsel*
       (10.1) Consent of Independent Auditors*
       (10.2) Consent of Counsel*
       (11)   Not applicable
       (12)   Not applicable
       (13)   Computation of Performance Data*
       (14)   Financial Data Schedule*
       (15.1) Powers of Attorney(11)
       (15.2) Authorization for Signatures(12)

* To be filed by amendment.
1.  Incorporated by reference to Registrant's Registration Statement on Form N-4
    (File No. 2-52449) filed on February 28, 1986.
2.  Incorporated by reference to Pre-Effective Amendment No. 1 to Registration
    Statement on Form N-4 (File No. 33-75996) filed on April 21, 1994.
3.  Incorporated by reference to Post-Effective Amendment No. 4 to Registration
    Statement on Form N-4 (File No. 33-75962) filed on March 24, 1995.

<PAGE>

4.  Incorporated by reference to Post-Effective Amendment No. 58 to Registration
    Statement on Form N-4 (File No. 2-52449) filed on February 28, 1994.
5.  Incorporated by reference to Post-Effective Amendment No. 4 to Registration
    Statement on Form N-4 (File No. 33-75978) filed on March 24, 1995.
6.  Incorporated by reference to Pre-Effective Amendment No. 1 to Registration
    Statement on Form N-4 (File No. 33-75978) filed on April 25, 1994.
7.  Incorporated by reference to Pre-Effective Amendment No. 1 to Registration
    Statement on Form N-4 (File No. 33-75990) filed on April 25, 1994.
8.  Incorporated by reference to Post-Effective Amendment No. 2 to Registration
    Statement on Form N-4 (File No. 33-75960) filed on August 9, 1994.
9.  Incorporated by reference to Post-Effective Amendment No. 1 to Registration
    Statement on Form N-4 (File No. 33-75978) filed on August 24, 1994.
10. Incorporated by reference to Registration Statement on Form N-4 (File No.
    33-88720) filed on January 20, 1995.
11. The Power of Attorney for David E. Bushong, Acting Chief Financial Officer,
    is incorporated by reference to Post-Effective Amendment No. 1 to
    Registration Statement on Form N-4 (File No. 33-87932), as filed
    electronically, on September 18, 1995.  The Powers of Attorney for all other
    signatories are incorporated by reference to Post-Effective Amendment No. 5
    to Registration Statement on Form N-4 (File No. 33-75982), as filed
    electronically, on February 20, 1996.
12. Incorporated by Reference to Post-Effective Amendment No. 1 to Registration
    Statement on Form N-4 (File No. 33-91846) as filed electronically on August
    16, 1995.

<PAGE>

ITEM 25.  DIRECTORS AND OFFICERS OF THE DEPOSITOR


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

Daniel P. Kearney                  Director and President

Timothy A. Holt                    Director

Christopher J. Burns               Director and Senior Vice President

Laura R. Estes                     Director and Senior Vice President

Gail P. Johnson                    Director and Vice President

John Y. Kim                        Director and Senior Vice President

Shaun P. Mathews                   Director and Senior Vice President

Glen Salow                         Director and Vice President

Creed R. Terry                     Director and Vice President

James C. Hamilton                  Vice President and Treasurer

David E. Bushong                   Acting Chief Financial Officer

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

Zoe Baird                          Senior Vice President and General Counsel

Susan E. Schechter                 Corporate Secretary and Counsel


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

<PAGE>

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

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

ITEM 27.  NUMBER OF CONTRACT OWNERS

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

ITEM 28.  INDEMNIFICATION

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

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

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

ITEM 29.  PRINCIPAL UNDERWRITER

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

<PAGE>

       registered as unit investment trusts), and Variable 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:


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

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

Aetna Life                             $  **                          $  **
Insurance and
Annuity
Company

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

** To be updated by amendment.

ITEM 30.  LOCATION OF ACCOUNTS AND RECORDS

   Records concerning contract owners of Variable Annuity Account C covered by
this Registration Statement are located at the offices of the Depositor as
follows:

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

                              and

                    Opportunity Plus Processing Office
                    18 Corporate Woods Blvd., Fourth Floor
                    Albany, NY  12211

<PAGE>

ITEM 31.  MANAGEMENT SERVICES

   Not applicable

ITEM 32.  UNDERTAKINGS

   Registrant hereby undertakes:

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

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

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

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

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

<PAGE>

                                   SIGNATURES

   As required by the Securities Act of 1933, as amended, and the Investment
Company Act of 1940, the Registrant, Variable Annuity Account C of Aetna Life
Insurance and Annuity Company, has duly caused this Post-Effective Amendment No.
5 to its Registration Statement on Form N-4 (File No. 33-75962) to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Hartford, State of Connecticut, on the 21st day of February, 1996.

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

                                   By:  AETNA LIFE INSURANCE AND ANNUITY
                                        COMPANY
                                           (DEPOSITOR)


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

   As required by the Securities Act of 1933, as amended, this Post-Effective
Amendment No. 5 to the Registration Statement on Form N-4 (File No. 33-75962)
has been signed by the following persons in the capacities and on the dates
indicated.


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

Daniel P. Kearney*            Director and President             )
- ---------------------------   (principal executive officer)      )
Daniel P. Kearney                                                )
                                                                 )
Timothy A. Holt*              Director                           )   February
- ---------------------------                                      )   21, 1996
Timothy A. Holt                                                  )
                                                                 )
David E. Bushong*             Acting Chief Financial Officer     )
- ---------------------------                                      )
David E. Bushong                                                 )
                                                                 )
Eugene M. Trovato*            Vice President, Chief Accounting   )
- ---------------------------   Officer and Corporate Controller   )
Eugene M. Trovato                                                )
                                                                 )
Christopher J. Burns*         Director                           )
- ---------------------------                                      )
Christopher J. Burns                                             )
                                                                 )

<PAGE>

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


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


<PAGE>

                           VARIABLE ANNUITY ACCOUNT C
                                  EXHIBIT INDEX


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

99-B.1           Resolution of the Board of Directors of Aetna Life
                 Insurance and Annuity Company establishing Variable
                 Annuity Account C                                             *

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

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

99-B.4.1         Form of Variable Annuity Contract (G-TDA-HH(XC/M)) and
                 (GTDA-HH(XC/S))                                               *

99-B.5           Form of Variable Annuity Contract Application
                 (300-TDA-HH(XC))                                              *

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

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

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

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

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

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

*Incorporated by reference

<PAGE>

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

99-B.8.6         Fund Participation Agreement between Aetna Life
                 Insurance and Annuity Company and Janus Aspen Series
                 dated April 19, 1994 and amended June 15, 1994                *

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

99-B.8.8         Fund Participation Agreement between Aetna Life Insurance
                 and Annuity Company, Lexington Emerging Markets Fund, Inc.
                 and Lexington Management Corporation (its investment
                 advisor) dated April 28, 1994                                 *

99-B.8.9         Fund Participation Agreement between Aetna Life Insurance
                 and Annuity Company and Advisers Management Trust (now
                 Neuberger & Berman Advisers Management Trust) dated
                 April 14, 1989                                                *

99-B.8.10        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.8.11        Fund Participation Agreement between Aetna Life Insurance
                 and Annuity Company, Investors Research Corporation and TCI
                 Portfolios, Inc. dated July 29, 1992 and amended
                 December 22, 1992 and June 1, 1994                            *

99-B.9           Opinion of Counsel                                           **

99-B.10.1        Consent of Independent Auditors                              **

99-B.10.2        Consent of Counsel                                           **

99-B.13          Computation of Performance Data                              **

99-B.15.1        Powers of Attorney                                            *

99-B.15.2        Authorization for Signatures                                  *

27               Financial Data Schedule                                      **

 *Incorporated by reference
**To be filed by amendment



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