VARIABLE ANNUITY ACCT C OF AETNA LIFE INSURANCE & ANNUITY CO
485BPOS, 1996-06-21
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<PAGE>

As filed with the Securities and Exchange             Registration No. 33-75984
Commission June 21, 1996                              Registration No. 811-2513
- -------------------------------------------------------------------------------
                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                   FORM N-4
- -------------------------------------------------------------------------------
                       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
- -------------------------------------------------------------------------------

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

                    Aetna Life Insurance and Annuity Company
                             (NAME OF DEPOSITOR)

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

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

                              Susan E. Bryant, Counsel
                      Aetna Life Insurance and Annuity Company
              151 Farmington Avenue, RE4C, Hartford, Connecticut  06156
                       (NAME AND ADDRESS OF AGENT FOR SERVICE)
- -------------------------------------------------------------------------------
It is proposed that this filing will become effective 
(CHECK APPROPRIATE SPACE):
  X
- -----  immediately upon filing pursuant to paragraph (b) of Rule 485

- -----  on ________________ pursuant to paragraph (b) of Rule 485

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



<PAGE>

                          VARIABLE ANNUITY ACCOUNT C
                            CROSS REFERENCE SHEET

FORM N-4 
ITEM NO.
                                                  LOCATION - PROSPECTUS DATED
PART A                                             MAY 1, 1996, AS AMENDED BY
(PROSPECTUS)                                     SUPPLEMENT DATED JUNE 21, 1996
- ------------                                     ------------------------------

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; 
                                                  The Contract - Distribution

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

8                  Annuity Period                 Annuity Period

9                  Death Benefit                  Death Benefit

10                 Purchases and Contract Value   The Contract

11                 Redemptions                    Redemption Payments During 
                                                  Accumulation Period; Right to
                                                  Cancel

12                 Taxes                          Tax Status

13                 Legal Proceedings              Legal Proceedings



<PAGE>

FORM N-4 
ITEM NO.
                                                  LOCATION - PROSPECTUS DATED
PART A                                             MAY 1, 1996, AS AMENDED BY
(PROSPECTUS)                                     SUPPLEMENT DATED JUNE 21, 1996
- ------------                                     ------------------------------

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



<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               Not Applicable

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>
                           VARIABLE ANNUITY ACCOUNT C
                    Aetna Life Insurance and Annuity Company
       Supplement dated June 21, 1996 to the Prospectus dated May 1, 1996
Group Installment Variable Annuity Contracts for Rewrite of Qualified 401 Plans
 
AT  A JUNE 17, 1996 SPECIAL MEETING  OF THE SHAREHOLDERS OF AETNA VARIABLE FUND,
AETNA  INCOME  SHARES  AND  AETNA  INVESTMENT  ADVISERS  FUND,  INC   ("FUNDS"),
SHAREHOLDERS  OF  THE  RESPECTIVE  FUNDS APPROVED  A  PROPOSAL  TO  INCREASE THE
ADVISORY FEES FOR EACH  OF THE FUNDS EFFECTIVE  AUGUST 1, 1996. THEREFORE,  THIS
SUPPLEMENT  AMENDS THE INFORMATION CONTAINED IN  THE MAY 1, 1996 PROSPECTUS (THE
"PROSPECTUS"), AS DESCRIBED BELOW.
 
- - THE FOLLOWING TABLE MODIFIES THE INFORMATION CONTAINED UNDER "ANNUAL  EXPENSES
  OF  THE FUNDS" ON  PAGE 8 OF  THE PROSPECTUS TO  REFLECT INCREASES IN ADVISORY
  FEES OF THE RESPECTIVE FUNDS EFFECTIVE AUGUST 1, 1996 AS IF THE INCREASES  HAD
  BEEN  IN EFFECT  FOR THE  YEAR ENDED DECEMBER  31, 1996.  THE OTHER INVESTMENT
  OPTIONS ARE NOT AFFECTED BY THIS CHANGE.
 
<TABLE>
<CAPTION>
                                                          INVESTMENT                         TOTAL FUND
                                                         ADVISORY FEES   OTHER EXPENSES*   ANNUAL EXPENSES
                                                         -------------   ---------------   ---------------
<S>                                                      <C>             <C>               <C>
Aetna Variable Fund                                          0.50%            0.06%             0.56%
Aetna Income Shares                                          0.40%            0.08%             0.48%
Aetna Investment Advisers Fund, Inc.                         0.50%            0.08%             0.58%
</TABLE>
 
* As of May 1, 1996, the  Company provides administrative services to the  Funds
  and assumes the Funds' ordinary recurring direct costs under an Administrative
  Services  Agreement. The "Other  Expenses" shown are not  based on figures for
  the year  ended December  31, 1995,  but reflect  the fee  payable under  this
  Agreement.
 
- - THE  FOLLOWING ILLUSTRATION APPLIES  TO THE FUNDS EFFECTIVE  AUGUST 1, 1996 TO
  REFLECT THE  INCREASES  IN  THE  RESPECTIVE ADVISORY  FEES  AND  MODIFIES  THE
  INFORMATION FOUND IN THE "HYPOTHETICAL ILLUSTRATION (EXAMPLE)" FOUND ON PAGE 8
  IN THIS PROSPECTUS:
 
<TABLE>
<CAPTION>
                                               EXAMPLE A                               EXAMPLE B
                                 -------------------------------------   -------------------------------------
                                 IF  YOU MAKE A COMPLETE WITHDRAWAL OF   IF  YOU  DO   NOT  MAKE  A   COMPLETE
                                 YOUR  CONTRACT  AT  THE  END  OF  THE   WITHDRAWAL OF YOUR CONTRACT OR IF YOU
                                 APPLICABLE TIME PERIOD:                 ANNUITIZE:*
                                 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               $70      $112      $146      $214       $19      $ 57      $ 99      $214
 Aetna Income Shares               $69      $110      $142      $206       $18      $ 55      $ 95      $206
 Aetna Investment Advisers
  Fund, Inc.                       $70      $113      $147      $217       $19      $ 58      $100      $217
</TABLE>
 
* This Example  would not  apply if  a nonlifetime  variable annuity  option  is
  selected  and  a lump  sum settlement  is requested  within three  years after
  annuity payments  start  since the  lump  sum payment  will  be treated  as  a
  withdrawal  during the Accumulation Period and will be subject to any deferred
  sales charge that would then apply. (Refer to Example A.)
 
- -THE FOLLOWING INFORMATION SUPPLEMENTS  THE INFORMATION FOUND UNDER  "INVESTMENT
 OPTIONS  -- THE FUNDS" WITH RESPECT TO THE INVESTMENT ADVISERS FOUND ON PAGE 11
 IN THE PROSPECTUS:
 
Effective August 1,  1996, Aeltus  Investment Management,  Inc. ("Aeltus")  will
become the subadviser for the following Funds:
 
      Aetna Variable Fund
      Aetna Income Shares
      Aetna Variable Encore Fund(1)
      Aetna Investment Advisers Fund, Inc.
 
(1) It  is  currently expected  that the  proposal relating  to the  approval of
    Aeltus as a subadviser for the Aetna Variable Encore Fund will be  submitted
    to  shareholders at a meeting to be held on July 19, 1996. If approved, such
    proposal would  be  effective  on  August  6,  1996.  (Refer  to  your  Fund
    prospectus for further information.)
 
Form No. X75984.1                                                      June 1996
<PAGE>


                                PARTS A AND B


The Prospectus and the Statement of Additional Information are incorporated 
into Part A and Part B of this Post-Effective Amendment No. 5, respectively, 
by reference to Post-Effective Amendment No. 3 to the Registration Statement 
on Form N-4 (File No. 33-75984), as filed electronically on April 9, 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)    Form of Variable Annuity Contract (GIP-CDA-HB)(3)
     (5)    Form of Variable Annuity Contract Application (300-GMV-HC)(3)
     (6)    Certificate of Incorporation and By-Laws of Depositor(4)
     (7)    Not applicable
     (8)    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(5) 
     (9)    Opinion of Counsel(6)
     (10.1) Consent of Independent Auditors
     (10.2) Consent of Counsel
     (11)   Not applicable



<PAGE>


     (12)   Not applicable
     (13)   Not applicable
     (14)   Not applicable
     (15.1) Powers of Attorney(7)
     (15.2) Authorization for Signatures(2)
     (27)   Financial Data Schedule(8)

1.   Incorporated by reference to Post -Effective Amendment No. 6 to 
     Registration Statement on Form N-4 (File No. 33-75986), as filed
     electronically on April 22, 1986.
2.   Incorporated by reference to Post-Effective Amendment No. 5 to 
     Registration Statement on Form N-4 (File No. 33-75986), as filed 
     electronically on April 12, 1996.
3.   Incorporated by reference to Post-Effective Amendment No. 2 to 
     Registration Statement on Form N-4 (File No. 33-75984), as filed on 
     April 28, 1995. 
4.   Incorporated by reference to Post-Effective Amendment No. 1 to 
     egistration Statement on Form S-1 (File No. 33-60477), as filed 
     electronically on April 15, 1996.
5.   Incorporated by reference to Registration Statement on Form N-4 (File 
     No. 33-88720), as filed on January 20, 1995.
6.   Incorporated by reference to Registrant's 24f-2 Notice for fiscal year
     ended December 31, 1995, as filed electronically on February 29, 1996.
7.   Incorporated by reference to Post-Effective Amendment No. 3 to 
     Registration Statement on Form N-4 (File No. 33-75974), as filed 
     electronically on April 9, 1996.
8.   Incorporated by reference to Post-Effective Amendment No. 3 to 
     Registration Statement on Form N-4 (File No. 33-75984), as filed 
     electronically on April 9, 1996.



<PAGE>


ITEM 25.  DIRECTORS AND OFFICERS OF THE DEPOSITOR

NAME AND PRINCIPAL
BUSINESS ADDRESS*                   POSITIONS AND OFFICES WITH DEPOSITOR
- -------------------                 ------------------------------------

Daniel P. Kearney                    Director and President

Timothy A. Holt                      Director, Senior Vice President and 
                                     Chief Financial Officer

Christopher J. Burns                 Director and Senior Vice President

Laura R. Estes                       Director and Senior Vice President

Gail P. Johnson                      Director and Vice President

John Y. Kim                          Director and Senior Vice President

Shaun P. Mathews                     Director and Vice President

Glen Salow                           Director and Vice President

Creed R. Terry                       Director and Vice President

Eugene M. Trovato                    Vice President and Treasurer,
                                     Corporate Controller

Zoe Baird                            Senior Vice President and
                                     General Counsel

Diane Horn                           Vice President and Chief 
                                     Compliance Officer

Susan E. Schechter                   Corporate Secretary and Counsel

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



<PAGE>


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

  Incorporated herein by reference to Item 25 of Post-Effective Amendment No. 
41 to the Registration Statement on Form N-1A (File No. 2-53038), as filed 
electronically on June 7, 1996.

ITEM 27.  NUMBER OF CONTRACT OWNERS

  As of March 31, 1996, there were 555,664 individuals holding interests in 
variable annuity contracts funded through Variable Annuity Account C.

ITEM 28.  INDEMNIFICATION

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

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

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

ITEM 29.  PRINCIPAL UNDERWRITER

  (a)   In addition to serving as the principal underwriter for the 
        Registrant, Aetna Life Insurance and Annuity Company (ALIAC) also 
        acts as the principal underwriter for Aetna Variable Encore Fund, 
        Aetna Variable Fund, Aetna Series Fund, Inc., Aetna Generation 
        Portfolios, Inc., Aetna Income Shares, Aetna Investment Advisers 
        Fund, Inc., Aetna GET Fund,



<PAGE>


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

  (b)     See Item 25 regarding the Depositor. 

  (c)     Compensation as of December 31, 1995:


<TABLE>
<CAPTION>

  (1)                   (2)                 (3)                (4)            (5)
NAME OF           NET UNDERWRITING     COMPENSATION
PRINCIPAL         DISCOUNTS AND        ON REDEMPTION       BROKERAGE
UNDERWRITER       COMMISSIONS          OR ANNUITIZATION    COMMISSIONS   COMPENSATION*
- -----------       ----------------     ----------------    -----------   -------------
<S>               <C>                  <C>                 <C>           <C>

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

</TABLE>

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

ITEM 30.       LOCATION OF ACCOUNTS AND RECORDS

  All accounts, books and other documents required to be maintained by 
Section 31(a) of the 1940 Act and the rules under it relating to the 
securities described in and issued under this Registration Statement are 
located at the home office of the Registrant as follows:

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

ITEM 31.       MANAGEMENT SERVICES

  Not applicable

ITEM 32.       UNDERTAKINGS

  Registrant hereby undertakes:



<PAGE>


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

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

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

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




<PAGE>

                                  SIGNATURES

  As required by the Securities Act of 1933, as amended, and the Investment 
Company Act of 1940, the Registrant, Variable Annuity Account C of Aetna Life 
Insurance and Annuity Company, certifies that it meets the requirements of 
Securities Act Rule 485(b) for effectiveness of this Post-Effective Amendment 
No. 5 to its Registration Statement on Form N-4 (File No. 33-75984) and has 
caused this Post-Effective Amendment No. 5 to its Registration Statement on 
Form N-4 (File No. 33-75984) to be signed on its behalf by the undersigned, 
thereunto duly authorized, in the City of Hartford, State of Connecticut, on 
the 20th day of June, 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. 33-75984) 
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 and Chief Financial Officer  )    June
- ---------------------                                         )  20, 1996
Timothy A. Holt                                               )
                                                              )
Christopher J. Burns*   Director                              )
- ---------------------                                         )
Christopher J. Burns                                          )
                                                              )
Laura R. Estes*         Director                              )
- ---------------------                                         )
Laura R. Estes                                                )
                                                              )
Gail P. Johnson*        Director                              )
- ---------------------                                         )
Gail P. Johnson                                               )
                                                              )




<PAGE>


John Y. Kim*              Director                           )
- ---------------------                                        )
John Y. Kim                                                  )
                                                             )
Shaun P. Mathews*         Director                           )
- ---------------------                                        )
Shaun P. Mathews                                             )
                                                             )
Glen Salow*               Director                           )
- ---------------------                                        )
Glen Salow                                                   )
                                                             )
Creed R. Terry*           Director                           )
- ---------------------                                        )
Creed R. Terry                                               )
                                                             )
Eugene M. Trovato*        Vice President and Treasurer,      )
- ---------------------     Corporate Controller               )
Eugene M. Trovato                                            )
                                                             )

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


<PAGE>


                        VARIABLE ANNUITY ACCOUNT C
                              EXHIBIT INDEX


EXHIBIT NO.       EXHIBIT                                            PAGE
- -----------       -------                                            ----

99-B.1        Resolution of the Board of Directors of                  *
              Aetna Life Insurance and Annuity Company
              establishing Variable Annuity 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        Form of Variable Annuity Contract (GIP-CDA-HB)           *

99-B.5        Form of Variable Annuity Contract                        *
              Application (300-GMV-HC)

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

99-B.8        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.15.1     Powers of Attorney                                       *

99-B.15.2     Authorization for Signatures                             *

27            Financial Data Schedule                                  *

*Incorporated by reference



<PAGE>




                       CONSENT OF INDEPENDENT AUDITORS





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

We consent to the use of our reports incorporated herein by reference.

                                         /s/ KPMG Peat Marwick



Hartford, Connecticut
June 19, 1996


<PAGE>

                                            Susan E. Bryant
                                            Counsel
                                            Law and Regulatory Affairs, RE4C
                                            151 Farmington Avenue
                                            Hartford, CT 06156
                                            (860) 273-7834
                                            Fax: (860) 273-8340


June 19, 1996


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Attention: Filing Desk

    Re: Variable Annuity Account C of Aetna Life Insurance and Annuity Company
        Post-Effective Amendment No. 5 to the Registration Statement on Form N-4
        File Nos. 33-75984 and 811-2513
        -------------------------------


Gentlemen:

As Counsel of Aetna Life Insurance and Annuity Company (the "Company"), I hereby
consent to the use of my opinion dated February 28, 1996 (incorporated herein by
reference to the 24f-2 Notice for the fiscal year ended December 31, 1995 filed
on behalf of Variable Annuity Account C of Aetna Life Insurance and Annuity
Company on February 29, 1996) as an exhibit to this Post-Effective Amendment No.
5 to the Registration Statement on Form N-4 (File No. 33-75984) and to my being
named under the caption "Legal Matters" therein.

Very truly yours,


/s/ Susan E. Bryant


Susan E. Bryant
Counsel
Aetna Life Insurance and Annuity Company



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