VARIABLE ANNUITY ACCT C OF AETNA LIFE INSURANCE & ANNUITY CO
497, 1996-05-08
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<PAGE>





                                                                     Prospectus
                                                                        Dated:
                                                                     May 1, 1996




                       VARIABLE
                       ANNUITY
                       ACCOUNT C


                       AETNAPLUS -- VARIABLE ANNUITY CONTRACTS
                       FOR OPTIONAL RETIREMENT PROGRAMS












                                      [LOGO]


91846.ORP-2              Aetna Life Insurance and Annuity Company
<PAGE>
                                   PROSPECTUS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
This   Prospectus   describes   group   deferred   variable   annuity  contracts
("Contracts")  issued  by  Aetna  Life   Insurance  and  Annuity  Company   (the
"Company").  The Contracts  are designed to  fund plans  that provide retirement
income for employees of state or municipal institutions of higher education. The
Contracts are  available  through  participation in  retirement  programs  which
receive  favorable tax  deferred treatment  under Federal  income tax  law. (See
"Purchase.")
 
The Contracts provide that contributions may be allocated to one or more of  the
Credited  Interest Options  or to  one or  more of  the Subaccounts  of Variable
Annuity Account C,  a separate account  of the Company.  The Subaccounts  invest
directly in shares of the following Funds:
 
- - Aetna Variable Fund                     - Fidelity VIP Overseas Portfolio
- - Aetna Income Shares                     - Franklin Government Securities Trust
- - Aetna Variable Encore Fund              - Janus Aspen Aggressive Growth
- - Aetna Investment Advisers Fund, Inc.    Portfolio
- - Aetna Ascent Variable Portfolio         - Janus Aspen Balanced Portfolio
- - Aetna Crossroads Variable Portfolio     - Janus Aspen Flexible Income
- - Aetna Legacy Variable Portfolio         Portfolio
- - Alger American Growth Portfolio         - Janus Aspen Growth Portfolio
- - Alger American Small Cap Portfolio      - Janus Aspen Short-Term Bond
- - Calvert Responsibly Invested Balanced   Portfolio
Portfolio                                 - Janus Aspen Worldwide Growth
- - Fidelity VIP II Contrafund Portfolio    Portfolio
- - Fidelity VIP Equity-Income Portfolio    - Lexington Natural Resources Trust
- - Fidelity VIP Growth Portfolio           - Neuberger & Berman Growth Portfolio
                                          - Scudder International Portfolio
                                          Class A Shares
                                          - TCI Growth (a Twentieth Century
                                          fund)
 
The  Credited Interest  Options currently available  under the  Contract are the
Guaranteed  Accumulation  Account  and  the   Fixed  Plus  Account.  Except   as
specifically  mentioned, this Prospectus describes  only investments through the
Separate Account. A brief description of  each of the Credited Interest  Options
is contained in Appendices to this Prospectus. Additional information concerning
the Guaranteed Accumulation Account is contained in a separate prospectus.
 
The  availability of the Funds  and the Credited Interest  Options is subject to
applicable regulatory authorization. Not all Funds or Credited Interest  Options
may  be available in all jurisdictions, under all Contracts, or under all Plans.
Please  check  with  your  employer  to  determine  option  availability.   (See
"Investment Options.")
 
This  Prospectus provides investors  with the information  that they should know
about  the  Separate  Account  before  investing  in  the  Contract.  Additional
information about the Separate Account is contained in a Statement of Additional
Information ("SAI") which is available at no charge. The SAI has been filed with
the  Securities and Exchange Commission and is incorporated herein by reference.
The Table of Contents for the SAI is  printed on page 15 of this Prospectus.  An
SAI  may be obtained by indicating the request  on the enrollment form or on the
prospectus receipt contained in this Prospectus, or by calling the number listed
under the "Inquiries" section of the Prospectus Summary.
 
THIS PROSPECTUS IS VALID  ONLY WHEN ACCOMPANIED BY  THE CURRENT PROSPECTUSES  OF
THE  FUNDS AND THE  GUARANTEED ACCUMULATION ACCOUNT.  ALL PROSPECTUSES SHOULD BE
READ AND RETAINED FOR FUTURE REFERENCE.
 
THESE SECURITIES HAVE  NOT BEEN APPROVED  OR DISAPPROVED BY  THE SECURITIES  AND
EXCHANGE  COMMISSION OR ANY  STATE SECURITIES COMMISSION  NOR HAS THE SECURITIES
AND EXCHANGE  COMMISSION OR  ANY  STATE SECURITIES  COMMISSION PASSED  UPON  THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
 
  THIS PROSPECTUS AND THE STATEMENT OF ADDITIONAL INFORMATION ARE DATED MAY 1,
                                     1996.
<PAGE>
                               TABLE OF CONTENTS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
<TABLE>
<S>                                                                <C>
DEFINITIONS......................................................     DEFINITIONS - 1
PROSPECTUS SUMMARY...............................................         SUMMARY - 1
FEE TABLE........................................................       FEE TABLE - 1
CONDENSED FINANCIAL INFORMATION..................................     AUV HISTORY - 1
THE COMPANY......................................................                   1
VARIABLE ANNUITY ACCOUNT C.......................................                   1
INVESTMENT OPTIONS...............................................                   1
    The Funds....................................................                   1
    Credited Interest Options....................................                   4
PURCHASE.........................................................                   4
    Contract Availability........................................                   4
    Purchasing Interests in the Contract.........................                   4
    Rights Under the Contract....................................                   4
    Right to Cancel..............................................                   4
CHARGES AND DEDUCTIONS...........................................                   5
    Daily Deductions from the Separate Account...................                   5
    Mortality and Expense Risk Charge............................                   5
    Asset-Based Sales Charge.....................................                   5
    Administrative Expense Charge................................                   5
    Fund Expenses................................................                   5
    Premium and Other Taxes......................................                   5
CONTRACT VALUATION...............................................                   6
    Account Value................................................                   6
    Accumulation Units...........................................                   6
    Net Investment Factor........................................                   6
TRANSFERS........................................................                   6
    Dollar Cost Averaging Program................................                   6
WITHDRAWALS......................................................                   7
    Reinvestment Privilege.......................................                   7
CONTRACT LOANS...................................................                   7
ADDITIONAL WITHDRAWAL OPTIONS....................................                   8
DEATH BENEFIT DURING ACCUMULATION PERIOD.........................                   8
ANNUITY PERIOD...................................................                   9
    Annuity Period Elections.....................................                   9
    Annuity Options..............................................                   9
    Duration of Annuity Payments.................................                  10
    Charges Deducted During the Annuity Period...................                  11
    Death Benefit Payable During the Annuity Period..............                  11
TAX STATUS.......................................................                  11
    Introduction.................................................                  11
    Taxation of the Company......................................                  11
    Contracts Used with Certain Retirement Plans.................                  11
</TABLE>
<PAGE>
<TABLE>
<S>                                                                <C>
MISCELLANEOUS....................................................                  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
    Legal Matters and Proceedings................................                  15
CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION..............                  15
APPENDIX I--GUARANTEED ACCUMULATION ACCOUNT......................                  16
APPENDIX II--FIXED PLUS ACCOUNT..................................                  17
</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 which identifies contract values accumulated on behalf of each
Participant  during the Accumulation  Period. One or  more Employee Accounts and
Employer Accounts may be established for each Participant.
 
ACCOUNT VALUE: The total dollar value of  amounts held in an Account as of  each
Valuation Date during the Accumulation Period.
 
ACCOUNT  YEAR: A  period of  twelve months  measured from  the date  on which an
Account is  established (the  effective date)  or from  an anniversary  of  such
effective date.
 
ACCUMULATION  PERIOD: The period during which Purchase Payment(s) credited to an
Account are invested to fund future annuity payments.
 
ACCUMULATION UNIT: A  measure of  the value  of each  Subaccount before  annuity
payments begin.
 
ANNUITANT:  The person on whose life or life expectancy the annuity payments are
based.
 
ANNUITY: A series of payments  for life, a definite  period or a combination  of
the two.
 
ANNUITY DATE: The date on which annuity payments begin.
 
ANNUITY PERIOD: The period during which annuity payments are made.
 
ANNUITY  UNIT: A  measure of  the value of  each Subaccount  selected during the
Annuity Period.
 
BENEFICIARY(IES): The person(s) entitled to  receive any death benefit upon  the
death of the Participant.
 
CODE: Internal Revenue Code of 1986, as amended.
 
COMPANY (WE, US): Aetna Life Insurance and Annuity Company.
 
CONTRACT:  The  group  deferred  variable  annuity  contracts  offered  by  this
Prospectus.
 
CONTRACT HOLDER: The entity to whom the Contract is issued. The Contract  Holder
is usually the employer.
 
CREDITED  INTEREST OPTIONS: The  fixed interest options  under the Contract. The
Credited Interest  Options  currently  consist of  the  Guaranteed  Accumulation
Account and the Fixed Plus Account, each of which is described in an Appendix to
this Prospectus. Amounts allocated to the Credited Interest Options are included
in the Account Value.
 
EMPLOYEE  ACCOUNT:  An  account  that is  credited  with  payments  derived from
employee salary reduction or salary deduction contributions (as provided for  by
the  Plan)  and  remitted to  the  Company by  the  employer on  behalf  of each
Participant.
 
EMPLOYER ACCOUNT: An account that is credited with net Purchase Payments made by
the Contract Holder.
 
SECTION 403(B) CONTRACT: A contract that accepts Purchase Payments made pursuant
to Code  Section  403(b) and  transferred  funds attributable  to  Code  Section
403(b).
 
SECTION 401(A) CONTRACT: A Contract that accepts Purchase Payments made pursuant
to  Code Section  401(a) and  transferred funds  attributable to  Section 401(a)
contributions. Section 401(a)  Contracts issued  to some Plans  may also  accept
Purchase  Payments made  pursuant to Code  Section 414(h)  and transferred funds
attributable to Section 414(h).
 
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.
 
- --------------------------------------------------------------------------------
                                DEFINITIONS - 1
<PAGE>
LOAN  ACCOUNT: An account  established for record  keeping purposes and credited
with the amount of any loan.
 
PARTICIPANT (YOU): A person  participating in a Plan  maintained by an  eligible
organization.
 
PLAN(S):  Tax-deferred  retirement  plans  adopted  by  public  higher education
systems for their employees under Section 401(a) or Section 403(b) of the Code.
 
PURCHASE PAYMENT(S):  The gross  payment(s)  submitted to  the Company  under  a
Contract.
 
SEPARATE  ACCOUNT: Variable Annuity Account C, a separate account established by
the Company for the purpose of funding variable annuity contracts issued by  the
Company.
 
SUBACCOUNT(S):  The  portion  of the  assets  of  the Separate  Account  that is
allocated to a particular  Fund. Each Subaccount invests  in the shares of  only
one corresponding Fund.
 
VALUATION  DATE:  The date  and time  at which  the value  of the  Subaccount is
calculated. Currently, this calculation occurs at  the close of business of  the
New  York Stock Exchange on any normal business day, Monday through Friday, that
the New York Stock Exchange is open.
 
- --------------------------------------------------------------------------------
                                DEFINITIONS - 2
<PAGE>
                               PROSPECTUS SUMMARY
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
CONTRACTS OFFERED
 
    The  Contracts  described in  this  Prospectus are  group  deferred variable
annuity contracts  issued  by Aetna  Life  Insurance and  Annuity  Company  (the
"Company").  The purpose of the Contract is  to accumulate values and to provide
benefits upon retirement.  The Contracts  are available for  state or  municipal
institutions of higher education to fund (1) tax-deferred annuity programs under
Section  403(b) of the  Code, and/or qualified  defined contribution plans under
Section 401(a) of the Code. Section 401 Contracts issued to some Plans may  also
accept  payments and  transferred funds made  pursuant to Section  414(h) of the
Code.
 
CONTRACT PURCHASE
 
    The Contract may be purchased by  state or municipal institutions of  higher
education on behalf of a group made up of their employees. One or more Contracts
are issued to the Contract Holder once we receive a completed master application
form(s).  Eligible employees may  participate in the  Contract by completing the
enrollment form  (and any  other  required forms)  and  submitting them  to  the
Company.  Purchase  Payments can  be applied  to the  Contract either  through a
lump-sum transfer from a pre-existing plan, through periodic salary reduction or
salary  deduction  (as   provided  for   by  the  Plan)   or  through   employer
contributions.  For  each  Contract,  one  or  more  Employee  Accounts  will be
established for contributions made by an  employee, and an Employer Account  may
be  established for contributions made by the employer on the employee's behalf.
(See "Purchase.")
 
FREE LOOK PERIOD
 
    You or the Contract Holder may  cancel participation in the Contract  within
10  days  after  you receive  the  Contract  or other  document  evidencing your
interest in the Contract (or longer if required by state law) by returning it to
the Company  along with  a  written notice  of  cancellation. Unless  state  law
requires  otherwise, the  amount that  will be  received upon  cancellation will
reflect the  investment  performance  of the  Subaccounts  into  which  Purchase
Payments  were deposited. In some cases this may be more or less than the amount
of Purchase Payments. (See "Purchase--Right to Cancel.")
 
INVESTMENT OPTIONS
 
    The Company has established  Variable Annuity Account  C, a registered  unit
investment  trust,  for  the purpose  of  funding  the variable  portion  of the
Contracts. The  Separate  Account  is  divided  into  Subaccounts  which  invest
directly in shares of the Funds described herein. The Contract allows investment
in  any or all of  the Subaccounts, as well as  in the Credited Interest Options
described below. For a complete list of the Funds available under the Contracts,
and a description of the  investment objectives of each  of the Funds and  their
investment advisers, see "Investment Options-- The Funds" in this Prospectus, as
well as the prospectuses for each of the Funds.
 
    The Contract also provides for investment in Credited Interest Options which
allow you to earn fixed rates of interest. The fixed options available under the
Contract  are the  Guaranteed Accumulation  Account ("GAA")  and the  Fixed Plus
Account. (See the Appendices to this Prospectus.)
 
CHARGES AND DEDUCTIONS
 
    Certain charges are associated with  these Contracts. These charges  include
daily  deductions  from the  Separate Account  (the  mortality and  expense risk
charges, an asset-based sales charge and  an administrative charge), as well  as
premium  and other taxes. The  Funds also incur certain  fees and expenses which
are deducted  directly from  the Funds.  (See  the Fee  Table and  "Charges  and
Deductions.")
 
TRANSFERS
 
    Prior  to  the Annuity  Date, and  subject  to certain  limitations, Account
Values may  be  transferred among  the  Subaccounts and  the  Credited  Interest
Options without charge. Transfers can be requested in writing or by telephone in
accordance  with the  Company's transfer procedures.  (See the  Appendices for a
full description  of the  restrictions  applicable to  transfers made  from  the
Credited Interest Options.) (See "Transfers.")
 
- --------------------------------------------------------------------------------
                                  SUMMARY - 1
<PAGE>
WITHDRAWALS
 
    All  or a part  of the Account Value  may be withdrawn  prior to the Annuity
Date, subject to Plan provisions, by properly completing a disbursement form and
sending it to the Company. Limitations apply to withdrawals from the Fixed  Plus
Account.  A  distribution can  be  made from  the  Employer Account  and certain
Employee Accounts  (as  provided  by  the Plan)  only  if  the  Contract  Holder
certifies  in  writing that  you are  eligible, both  as to  timing and  form of
distribution. The withdrawal will generally be subject to income tax and may  be
subject  to  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 are  not available  in  all states  and may  not  be suitable  in  every
situation. (See "Additional Withdrawal Options.")
 
LOANS
 
    If  allowed by the Plan, Participants may  request a loan from their Account
Value 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. 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 the 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. For
the Employer Account  and certain  Employee Accounts, the  Contract Holder  must
provide  written certification that  the distribution is  in accordance with the
terms of the Plan.  (See "Rights Under the  Contract.") Annuity Payments can  be
made on either a fixed, variable or combination fixed and variable basis. If you
choose a variable payout, the payments will vary with the investment performance
of  the  Subaccount(s) selected.  The Company  reserves the  right to  limit the
number of Subaccounts  that may  be available  during the  Annuity Period.  (See
"Annuity Period.")
 
TAXES
 
    Contributions  and  earnings  are  not generally  taxed  until  you  or your
beneficiary(ies) actually  receive  a  distribution from  the  Contract.  A  10%
federal  tax penalty  and a  20% withholding  for income  tax may  be imposed on
certain withdrawals. (See "Tax Status.")
 
INQUIRIES
 
    Questions, inquiries or requests for additional information can be  directed
to  your  agent or  local  representative, or  you  may contact  the  Company as
follows:
 
<TABLE>
 <S>                                                      <C>
 -  Write to:                                             Aetna Life Insurance and Annuity Company
                                                          151 Farmington Avenue
                                                          Hartford, Connecticut 06156-1277
                                                          Attention: Customer Service
 
 -  Call Customer Service:                                1-800-525-4225 (for automated transfers or changes
                                                          in the allocation of Account Values, call:
                                                          1-800-262-3862)
</TABLE>
 
- --------------------------------------------------------------------------------
                                  SUMMARY - 2
<PAGE>
                                   FEE TABLE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
This Fee Table describes  the various charges and  expenses associated with  the
Contract during the Accumulation Period. For amounts deducted during the Annuity
Period,  see  "Charges  Deducted During  the  Annuity Period."  The  charges and
expenses shown below do  not include premium taxes  that may be applicable.  For
more  information regarding the expenses paid out  of the assets of a particular
Fund, see the Fund's prospectus.
 
CHARGES AGAINST THE SEPARATE ACCOUNT. 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%
ASSET-BASED SALES CHARGE. We will monitor the deductions applicable to
each Account..........................................................      0.15%
for the total sales charges to ensure they will never exceed 8.5% of
the total Purchase
Payments actually made to the Account. The sales charges apply during
the
Accumulation Period only.
ADMINISTRATIVE EXPENSE CHARGE. We currently do not impose an
Administrative Expense................................................      0.00%
Charge. 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......................................      1.40%
                                                                        ---------
                                                                        ---------
</TABLE>
 
ANNUAL EXPENSES OF THE FUNDS
 
The  following table illustrates the advisory fees and other expenses applicable
to the Funds.  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. (Except  as noted,  the  following
figures  are  a percentage  of average  net assets  and, except  where otherwise
indicated, are based on figures for the year ended December 31, 1995.)
 
<TABLE>
<CAPTION>
                                                       INVESTMENT
                                                        ADVISORY
                                                        FEES(1)       OTHER EXPENSES   TOTAL FUND
                                                     (AFTER EXPENSE   (AFTER EXPENSE     ANNUAL
                                                     REIMBURSEMENT)   REIMBURSEMENT)    EXPENSES
                                                     --------------   --------------   -----------
 Aetna Variable Fund(2)                                   0.25%            0.06%          0.31%
 <S>                                                 <C>              <C>              <C>
 Aetna Income Shares(2)                                   0.25%            0.08%          0.33%
 Aetna Variable Encore Fund(2)                            0.25%            0.10%          0.35%
 Aetna Investment Advisers Fund, Inc.(2)                  0.25%            0.08%          0.33%
 Aetna Ascent Variable Portfolio(2)                       0.50%            0.15%          0.65%
 Aetna Crossroads Variable Portfolio(2)                   0.50%            0.15%          0.65%
 Aetna Legacy Variable Portfolio(2)                       0.50%            0.15%          0.65%
 Alger American Growth Portfolio                          0.75%            0.10%          0.85%
 Alger American Small Cap Portfolio                       0.85%            0.07%          0.92%
 Calvert Responsibly Invested Balanced Portfolio(3)       0.70%            0.13%          0.83%
 Fidelity VIP II Contrafund Portfolio(4)                  0.61%            0.11%          0.72%
 Fidelity VIP Equity-Income Portfolio                     0.51%            0.10%          0.61%
 Fidelity VIP Growth Portfolio                            0.61%            0.09%          0.70%
 Fidelity VIP Overseas Portfolio                          0.76%            0.15%          0.91%
 Franklin Government Securities Trust(5)                  0.63%            0.13%          0.76%
 Janus Aspen Aggressive Growth Portfolio(6)               0.75%            0.11%          0.86%
 Janus Aspen Balanced Portfolio(6)                        0.82%            0.55%          1.37%
 Janus Aspen Flexible Income Portfolio                    0.65%            0.42%          1.07%
 Janus Aspen Growth Portfolio(6)                          0.65%            0.13%          0.78%
 Janus Aspen Short-Term Bond Portfolio(6)                 0.00%            0.70%          0.70%
</TABLE>
 
- --------------------------------------------------------------------------------
                                 FEE TABLE - 1
<PAGE>
<TABLE>
<CAPTION>
                                                       INVESTMENT
                                                        ADVISORY
                                                        FEES(1)       OTHER EXPENSES   TOTAL FUND
                                                     (AFTER EXPENSE   (AFTER EXPENSE     ANNUAL
                                                     REIMBURSEMENT)   REIMBURSEMENT)    EXPENSES
                                                     --------------   --------------   -----------
 <S>                                                 <C>              <C>              <C>
 Janus Aspen Worldwide Growth Portfolio(6)                0.68%            0.22%          0.90%
 Lexington Natural Resources Trust                        1.00%            0.47%          1.47%
 Neuberger & Berman Growth Portfolio(7)                   0.84%            0.10%          0.94%
 Scudder International Portfolio Class A Shares           0.88%            0.20%          1.08%
 TCI Growth(8)                                            1.00%            0.00%          1.00%
</TABLE>
 
- --------------------------
(1) Certain  of  the  unaffiliated  Fund  advisers  reimburse  the  Company  for
    administrative  costs incurred in connection with administering the Funds as
    variable funding options under the  Contract. These reimbursements are  paid
    out of the investment advisory fees and are not charged to investors.
(2) As of May 1, 1996, the Company will provide administrative services to the
    Fund and will assume the Fund's ordinary recurring direct costs under an
    Administrative Services Agreement. The "Other Expenses" shown are not based
    on figures for the year ended December 31, 1995, but reflect the fee payable
    under this Agreement.
(3) The  Management and Advisory  Fees are subject  to a performance adjustment,
    after July 1, 1996, which could cause the  fee to be as high as 0.85% or  as
    low as 0.55%, depending on performance. "Other Expenses" reflect an indirect
    fee  of 0.02%.  Net fund  operating expenses  after reduction  for fees paid
    indirectly would be 0.81%.
(4) A portion of the brokerage commissions the Fund paid was used to reduce  its
    expenses.  Without this reduction, total  operating expenses would have been
    0.73% for the Contrafund Portfolio.
(5) An expense reimbursement arrangement was  in effect until February 1,  1996;
    however,  it  is no  longer in  effect.  The Advisory  Fee and  Total Annual
    Expenses shown  above  reflect  the  actual  expenses  of  the  Fund  before
    reimbursement, as if such arrangement had not been in effect during 1995.
(6) The  information for each Portfolio is net of fee waivers or reductions from
    Janus Capital. Fee reductions for  the Aggressive Growth, Balanced,  Growth,
    and  Worldwide Growth Portfolios  reduce the management fee  to the level of
    the corresponding Janus retail fund. Other waivers if applicable, are  first
    applied  against the management fee and then against other expenses. Without
    such waivers or  reductions, the  Management Fee, Other  Expenses and  Total
    Portfolio  Operating Expenses  would have been  0.82%, 0.11%,  and 0.93% for
    Aggressive Growth  Portfolio; 1.00%,  0.55%, 1.55%  for Balanced  Portfolio;
    0.85%,  0.13% and  0.98% for  Growth Portfolio;  0.65%, 0.72%  and 1.37% for
    Short-Term Bond Portfolio and  0.87%, 0.22% and  1.09% for Worldwide  Growth
    Portfolio;  respectively. Janus Capital may  modify or terminate the waivers
    or reductions at any time upon 90  days' notice to the Portfolio's Board  of
    Trustees.
(7) Neuberger and Berman Advisers Management Trust (the "Trust") is divided into
    portfolios  ("Portfolios"), each of which invests  all of its investable net
    assets in  a corresponding  series ("Series")  of Advisers  Managers  Trust.
    Expenses  in the  table reflect  expenses of  the Portfolio  and include the
    Portfolio's pro rata portion  of the operating  expenses of the  Portfolio's
    corresponding  Series. The Portfolio pays Neuberger & Berman Management Inc.
    ("NBMI") an administration fee based on the Portfolio's net asset value. The
    corresponding Series of the  Portfolio pays NBMI a  management fee based  on
    the  Series'  average daily  net  assets. Accordingly,  this  table combines
    management fees at the Series level and administration fees at the Portfolio
    level in a unified fee rate. (See "Expenses" in the Trust's prospectus.)
(8) The Portfolio's investment adviser pays all expenses of the Portfolio except
    brokerage commissions, taxes, interest, fees, expenses of the non-interested
    person directors (including counsel fees) and extraordinary expenses.  These
    expenses  have historically represented  a very small  percentage (less than
    0.01%) of total net assets in a fiscal year.
 
- --------------------------------------------------------------------------------
                                 FEE TABLE - 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.
 
Whether or not  you withdraw or  if you  annuitize your Account,  assuming a  5%
annual  return on assets, you would have paid the following expenses on a $1,000
investment at the end of the applicable time period:
 
<TABLE>
<CAPTION>
                                                                3
                                                     1 YEAR   YEARS    5 YEARS   10 YEARS
                                                     ------   ------   -------   --------
 <S>                                                 <C>      <C>      <C>       <C>
 Aetna Variable Fund                                   $17      $54      $ 93      $202
 Aetna Income Shares                                   $18      $54      $ 94      $204
 Aetna Variable Encore Fund                            $18      $55      $ 95      $206
 Aetna Investment Advisers Fund, Inc.                  $18      $54      $ 94      $204
 Aetna Ascent Variable Portfolio                       $21      $64      $110      $238
 Aetna Crossroads Variable Portfolio                   $21      $64      $110      $238
 Aetna Legacy Variable Portfolio                       $21      $64      $110      $238
 Alger American Growth Portfolio                       $23      $70      $120      $258
 Alger American Small Cap Portfolio                    $24      $72      $124      $266
 Calvert Responsibly Invested Balanced Portfolio       $23      $70      $119      $256
 Fidelity VIP II Contrafund Portfolio                  $22      $66      $114      $245
 Fidelity VIP Equity-Income Portfolio                  $20      $63      $108      $234
 Fidelity VIP Growth Portfolio                         $21      $66      $113      $243
 Fidelity VIP Overseas Portfolio                       $23      $72      $124      $265
 Franklin Government Securities Trust                  $22      $68      $116      $249
 Janus Aspen Aggressive Growth Portfolio               $23      $71      $121      $260
 Janus Aspen Balanced Portfolio                        $28      $86      $146      $310
 Janus Aspen Flexible Income Portfolio                 $25      $77      $132      $281
 Janus Aspen Growth Portfolio                          $22      $68      $117      $251
 Janus Aspen Short-Term Bond Portfolio                 $21      $66      $113      $243
 Janus Aspen Worldwide Growth Portfolio                $23      $72      $123      $264
 Lexington Natural Resources Trust                     $29      $89      $151      $320
 Neuberger & Berman Growth Portfolio                   $24      $73      $125      $268
 Scudder International Portfolio Class A Shares        $25      $77      $132      $282
 TCI Growth                                            $24      $75      $128      $274
</TABLE>
 
- --------------------------------------------------------------------------------
                                 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
FOUR-YEAR PERIOD  ENDED  DECEMBER  31,  1995,  IS  DERIVED  FROM  THE  FINANCIAL
STATEMENTS OF THE SEPARATE ACCOUNT, WHICH FINANCIAL STATEMENTS HAVE BEEN AUDITED
BY  KPMG PEAT MARWICK LLP, INDEPENDENT  AUDITORS. THE FINANCIAL STATEMENTS AS OF
AND FOR THE YEAR  ENDED DECEMBER 31, 1995  AND THE INDEPENDENT AUDITORS'  REPORT
THEREON, ARE INCLUDED IN THE STATEMENT OF ADDITIONAL INFORMATION.
 
<TABLE>
<CAPTION>
                                                                                    1995       1994       1993       1992
                                                                                  ---------  ---------  ---------  ---------
<S>                                                                               <C>        <C>        <C>        <C>
AETNA VARIABLE FUND
Value at beginning of period                                                        $10.823    $11.083    $10.531    $10.000(2)
Value at end of period                                                              $14.113    $10.823    $11.083    $10.531
Increase (decrease) in value of accumulation unit(1)                                  30.40%     (2.35)%      5.24%      5.31%
Number of accumulation units outstanding at end of period                           121,691     77,511     37,807      3,948
AETNA INCOME SHARES
Value at beginning of period                                                        $10.536    $11.107    $10.271    $10.000(2)
Value at end of period                                                              $12.283    $10.536    $11.107    $10.271
Increase (decrease) in value of accumulation unit(1)                                  16.59%     (5.14)%      8.14%      2.71%
Number of accumulation units outstanding at end of period                            20,427     14,482      4,936        416
AETNA VARIABLE ENCORE FUND
Value at beginning of period                                                        $10.523    $10.252    $10.076    $10.000(2)
Value at end of period                                                              $11.003    $10.523    $10.252    $10.076
Increase (decrease) in value of accumulation unit(1)                                   4.57%      2.64%      1.75%      0.76%
Number of accumulation units outstanding at end of period                            19,202     12,934      3,066        547
AETNA INVESTMENT ADVISERS FUND, INC.
Value at beginning of period                                                        $10.900    $11.109    $10.253    $10.000(2)
Value at end of period                                                              $13.693    $10.900    $11.109    $10.253
Increase (decrease) in value of accumulation unit(1)                                  25.62%     (1.88)%      8.35%      2.53%
Number of accumulation units outstanding at end of period                            19,038     11,773      6,540        221
AETNA ASCENT VARIABLE PORTFOLIO
Value at beginning of period                                                        $10.000(6)
Value at end of period                                                              $10.666
Increase (decrease) in value of accumulation unit(1)                                   6.66%
Number of accumulation units outstanding at end of period                               202
AETNA CROSSROADS VARIABLE PORTFOLIO
Value at beginning of period                                                        $10.000(6)
Value at end of period                                                              $10.605
Increase (decrease) in value of accumulation unit(1)                                   6.05%
Number of accumulation units outstanding at end of period                               243
AETNA LEGACY VARIABLE PORTFOLIO
Value at beginning of period                                                        $10.000(6)
Value at end of period                                                              $10.573
Increase (decrease) in value of accumulation unit(1)                                   5.73%
Number of accumulation units outstanding at end of period                                 0
ALGER AMERICAN GROWTH PORTFOLIO
Value at beginning of period                                                        $10.000(6)
Value at end of period                                                              $10.365
Increase (decrease) in value of accumulation unit(1)                                   3.65%
Number of accumulation units outstanding at end of period                             7,966
</TABLE>
 
- --------------------------------------------------------------------------------
                                AUV HISTORY - 1
<PAGE>
                  CONDENSED FINANCIAL INFORMATION (CONTINUED)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                    1995       1994       1993       1992
                                                                                  ---------  ---------  ---------  ---------
ALGER AMERICAN SMALL CAP PORTFOLIO
<S>                                                                               <C>        <C>        <C>        <C>
Value at beginning of period                                                        $ 9.461    $10.000    $10.000(3)
Value at end of period                                                              $13.463    $ 9.461    $10.000
Increase (decrease) in value of accumulation unit(1)                                  42.29%     (5.39)%      0.00%
Number of accumulation units outstanding at end of period                            31,528      4,575          2
CALVERT RESPONSIBLY INVESTED BALANCED PORTFOLIO
Value at beginning of period                                                        $10.839    $11.352    $10.589    $10.000(2)
Value at end of period                                                              $13.870    $10.839    $11.352    $10.589
Increase (decrease) in value of accumulation unit(1)                                  27.96%     (4.52)%      7.21%      5.89%
Number of accumulation units outstanding at end of period                            14,656      8,469      2,383        125
FIDELITY VIP II CONTRAFUND PORTFOLIO
Value at beginning of period                                                        $10.000(6)
Value at end of period                                                              $10.461
Increase (decrease) in value of accumulation unit(1)                                   4.61%
Number of accumulation units outstanding at end of period                             6,415
FIDELITY VIP EQUITY-INCOME PORTFOLIO
Value at beginning of period                                                        $10.000(6)
Value at end of period                                                              $11.047
Increase (decrease) in value of accumulation unit(1)                                  10.47%
Number of accumulation units outstanding at end of period                             1,108
FIDELITY VIP GROWTH PORTFOLIO
Value at beginning of period                                                        $10.000(6)
Value at end of period                                                              $10.183
Increase (decrease) in value of accumulation unit(1)                                   1.83%
Number of accumulation units outstanding at end of period                             2,541
FIDELITY VIP OVERSEAS PORTFOLIO
Value at beginning of period                                                        $10.000(6)
Value at end of period                                                              $ 9.954
Increase (decrease) in value of accumulation unit(1)                                  (0.46)%
Number of accumulation units outstanding at end of period                               191
FRANKLIN GOVERNMENT SECURITIES TRUST
Value at beginning of period                                                        $10.294    $10.843    $10.214    $10.000(2)
Value at end of period                                                              $11.946    $10.294    $10.843    $10.214
Increase (decrease) in value of accumulation unit(1)                                  16.06%     (5.06)%      6.16%      2.14%
Number of accumulation units outstanding at end of period                            16,226     10,738      4,409        470
JANUS ASPEN AGGRESSIVE GROWTH PORTFOLIO
Value at beginning of period                                                        $10.577    $10.000(4)
Value at end of period                                                              $13.296    $10.577
Increase (decrease) in value of accumulation unit(1)                                  25.71%      5.77%
Number of accumulation units outstanding at end of period                            15,482        820
JANUS ASPEN BALANCED PORTFOLIO
Value at beginning of period                                                        $10.000(6)
Value at end of period                                                              $10.843
Increase (decrease) in value of accumulation unit(1)                                   8.43%
Number of accumulation units outstanding at end of period                               160
JANUS ASPEN FLEXIBLE INCOME PORTFOLIO
Value at beginning of period                                                        $10,000(7)   $10.000
Value at end of period                                                              $12.054    $10.000
Increase (decrease) in value of accumulation unit(1)                                  20.54%      0.00%
Number of accumulation units outstanding at end of period                               745          0
</TABLE>
 
- --------------------------------------------------------------------------------
                                AUV HISTORY - 2
<PAGE>
                  CONDENSED FINANCIAL INFORMATION (CONTINUED)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                    1995       1994       1993       1992
                                                                                  ---------  ---------  ---------  ---------
JANUS ASPEN GROWTH PORTFOLIO
<S>                                                                               <C>        <C>        <C>        <C>
Value at beginning of period                                                        $10.000(6)
Value at end of period                                                              $10.872
Increase (decrease) in value of accumulation unit(1)                                   8.72%
Number of accumulation units outstanding at end of period                               166
JANUS ASPEN SHORT-TERM BOND PORTFOLIO
Value at beginning of period                                                        $10.000(6)
Value at end of period                                                              $10.316
Increase (decrease) in value of accumulation unit(1)                                   3.16%
Number of accumulation units outstanding at end of period                                24
JANUS ASPEN WORLDWIDE GROWTH PORTFOLIO
Value at beginning of period                                                        $10.000(8)
Value at end of period                                                              $10.952
Increase (decrease) in value of accumulation unit(1)                                   9.52%
Number of accumulation units outstanding at end of period                            11,128
LEXINGTON NATURAL RESOURCES TRUST
Value at beginning of period                                                        $10.496    $11.261    $10.196    $10.000(2)
Value at end of period                                                              $12.095    $10.496    $11.261    $10.196
Increase (decrease) in value of accumulation unit(1)                                  15.24%     (6.79)%     10.45%      1.96%
Number of accumulation units outstanding at end of period                             8,348      7,350      2,438        165
NEUBERGER & BERMAN GROWTH PORTFOLIO
Value at beginning of period                                                        $11.055    $11.796    $10.927    $10.000(2)
Value at end of period                                                              $14.359    $11.055    $11.796    $10.927
Increase (decrease) in value of accumulation unit(1)                                  29.89%     (6.28)%      7.95%      9.27%
Number of accumulation units outstanding at end of period                            35,941     21,935      7,403        477
SCUDDER INTERNATIONAL PORTFOLIO CLASS A SHARES
Value at beginning of period                                                        $12.595    $12.883    $ 9.539    $10.000(2)
Value at end of period                                                              $13.799    $12.595    $12.883    $ 9.539
Increase (decrease) in value of accumulation unit(1)                                   9.56%     (2.24)%     35.06%     (4.81)%
Number of accumulation units outstanding at end of period                            38,067     22,036      4,560        281
TCI GROWTH
Value at beginning of period                                                        $11.740    $12.046    $10.000(5)
Value at end of period                                                              $15.176    $11.740    $12.046
Increase (decrease) in value of accumulation unit(1)                                  29.27%     (2.54)%     20.46%
Number of accumulation units outstanding at end of period                            24,826     15,078      4,104
</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.
 
(2) The  initial Accumulation Unit value was  established at $10.000 on July 20,
    1992.
 
(3) The initial Accumulation Unit value was established at $10.000 on  September
    17,  1993,  the  date on  which  the  Portfolio became  available  under the
    Contract.
 
(4) The initial  Accumulation  Unit  value was  established  at  $10.000  during
    October 1994, when funds were first received in this option.
 
(5) The  initial Accumulation Unit value was  established at $10.000 on February
    1, 1993.
 
(6) Reflects less  than  a  full  year  of  performance  activity.  The  initial
    Accumulation  Unit value was established at $10.000 during August 1995, when
    the Fund became available under the Contract.
 
(7) Reflects less than  a full year  of performance activity.  Funds were  first
    available in this option during March 1995.
 
(8) Reflects  less  than  a  full  year  of  performance  activity.  The initial
    Accumulation Unit value was  established at $10.000  during July 1995,  when
    the Fund became available under the Contract.
 
- --------------------------------------------------------------------------------
                                AUV HISTORY - 3
<PAGE>
                                  THE COMPANY
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
    Aetna  Life Insurance and  Annuity Company (the "Company")  is the issuer of
the Contract, and  as such, it  is responsible for  providing the insurance  and
annuity  benefits  under the  Contract. The  Company is  a stock  life insurance
company organized under the insurance laws of the State of Connecticut in  1976.
Through  a merger, it succeeded  to the business of  Aetna Variable Annuity Life
Insurance Company  (formerly Participating  Annuity Life  Insurance Company,  an
Arkansas  life insurance company  organized in 1954). The  Company is engaged in
the business of issuing life  insurance policies and variable annuity  contracts
in  all states of  the United States. The  Company's principal executive offices
are located at 151 Farmington Avenue, Hartford, Connecticut 06156.
 
    The Company is a wholly owned subsidiary of Aetna Retirement Holdings, Inc.,
which is in turn  a wholly owned subsidiary  of Aetna Retirement Services,  Inc.
and an indirect wholly owned subsidiary of Aetna Life and Casualty Company.
 
                           VARIABLE ANNUITY ACCOUNT C
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
    The  Company established Variable Annuity Account C (the "Separate Account")
in 1976 as a segregated  asset account for the  purpose of funding its  variable
annuity contracts. The Separate Account is registered as a unit investment trust
under  the  Investment Company  Act  of 1940  (the  "1940 Act"),  and  meets the
definition of "separate account" under the federal securities laws. The Separate
Account is divided into  "subaccounts" which do not  invest directly in  stocks,
bonds  or other investments. Instead, each Subaccount buys and sells shares of a
corresponding Fund.
 
    Although the Company holds title to the assets of the Separate Account, such
assets are not  chargeable with liabilities  arising out of  any other  business
conducted  by the Company. Income,  gains or losses of  the Separate Account are
credited to or charged against the assets of the Separate Account without regard
to 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.  Not all Funds may be available
in all jurisdictions, or under all Contracts, or under all Plans.
 
    The investment results  of the Funds  described below are  likely to  differ
significantly and there is no assurance that any of the Funds will achieve their
respective investment objectives. Except where otherwise noted, all of the Funds
are diversified, as defined in the 1940 Act.
 
- -AETNA  VARIABLE FUND  seeks to maximize  total return through  investments in a
 diversified portfolio of common stocks  and securities convertible into  common
 stock.(1)
 
- -AETNA  INCOME SHARES seeks to maximize total return, consistent with reasonable
 risk, through investments  in a diversified  portfolio consisting primarily  of
 debt securities.(1)
 
- -AETNA  VARIABLE ENCORE  FUND seeks to  provide high  current return, consistent
 with preservation of capital and liquidity, through investment in  high-quality
 money  market instruments.  An investment  in the  Fund is  neither insured nor
 guaranteed by the U.S. Government.(1)
 
- --------------------------------------------------------------------------------
                                       1
<PAGE>
- -AETNA INVESTMENT ADVISERS FUND, INC. is a managed fund which seeks to  maximize
 investment  return consistent with reasonable  safety of principal by investing
 in one  or  more  of  the  following asset  classes:  stocks,  bonds  and  cash
 equivalents  based on the Company's  judgment of which of  those sectors or mix
 thereof offers the best investment prospects.(1)
 
- -AETNA GENERATION  PORTFOLIOS, INC.--AETNA  ASCENT VARIABLE  PORTFOLIO seeks  to
 provide  capital appreciation by allocating  its investments among equities and
 fixed income securities. The Portfolio  is managed for investors who  generally
 have  an investment horizon  exceeding 15 years,  and who have  a high level of
 risk tolerance.(1)
 
- -AETNA GENERATION PORTFOLIOS, INC.--AETNA CROSSROADS VARIABLE PORTFOLIO seeks to
 provide total return (i.e., income and capital appreciation, both realized  and
 unrealized)  by  allocating its  investments  among equities  and  fixed income
 securities. The  Portfolio  is managed  for  investors who  generally  have  an
 investment  horizon exceeding 10  years and who  have a moderate  level of risk
 tolerance.(1)
 
- -AETNA GENERATION  PORTFOLIOS, INC.--AETNA  LEGACY VARIABLE  PORTFOLIO seeks  to
 provide  total return consistent with preservation of capital by allocating its
 investments among  equities  and  fixed income  securities.  The  Portfolio  is
 managed  for investors who generally have  an investment horizon exceeding five
 years and who have a low level of risk tolerance.(1)
 
- -ALGER AMERICAN FUND--ALGER  AMERICAN GROWTH PORTFOLIO  seeks long-term  capital
 appreciation  by  investing in  a  diversified, actively  managed  portfolio of
 equity securities.  The Portfolio  primarily invests  in equity  securities  of
 companies which have a market capitalization of $1 billion or greater.(2)
 
- -ALGER  AMERICAN  FUND--ALGER  AMERICAN  SMALL  CAPITALIZATION  PORTFOLIO  seeks
 long-term capital appreciation. Except during temporary defensive periods,  the
 Portfolio  invests at  least 65%  of its total  assets in  equity securities of
 companies that, at the time of  purchase of such securities, have total  market
 capitalization  within  the range  of companies  included  in the  Russell 2000
 Growth Index, updated quarterly. The Russell  2000 Growth Index is designed  to
 track the performance of small capitalization companies. At March 31, 1996, the
 range  of  market capitalization  of these  companies was  $20 million  to $3.0
 billion.(2)
 
- -CALVERT RESPONSIBLY INVESTED BALANCED  PORTFOLIO is a NONDIVERSIFIED  portfolio
 that  seeks growth  of capital  through investment  in enterprises  that make a
 significant contribution to  society through  their products  and services  and
 through the way they do business.(3)
 
- -FIDELITY INVESTMENTS' VARIABLE INSURANCE PRODUCTS FUND II--CONTRAFUND PORTFOLIO
 seeks  maximum total return  over the long  term by investing  mainly in equity
 securities of companies that are undervalued or out-of-favor.(4)
 
- -FIDELITY INVESTMENTS' VARIABLE INSURANCE PRODUCTS FUND--EQUITY-INCOME PORTFOLIO
 seeks reasonable  income  by  investing primarily  in  income-producing  equity
 securities. In selecting investments, the Fund also considers the potential for
 capital appreciation.(4)
 
- -FIDELITY  INVESTMENTS' VARIABLE INSURANCE PRODUCTS FUND--GROWTH PORTFOLIO seeks
 capital appreciation  by  investing  mainly  in  common  stocks,  although  its
 investments are not restricted to any one type of security.(4)
 
- -FIDELITY INVESTMENTS VARIABLE INSURANCE PRODUCTS FUND--OVERSEAS PORTFOLIO seeks
 long-term growth by investing mainly in foreign securities (at least 65% of the
 Fund's  total assets  in securities  of issuers  from at  least three countries
 outside of North America).(4)
 
- -FRANKLIN GOVERNMENT  SECURITIES  TRUST  seeks  income  through  investments  in
 obligations  of  the  U.S.  Government or  its  agencies  or instrumentalities,
 primarily GNMA obligations.(5)
 
- -JANUS ASPEN SERIES--AGGRESSIVE GROWTH  PORTFOLIO is a 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  December 29, 1995  included companies with  capitalizations
 between  approximately $118 million and $7.5  billion, but which is expected to
 change on a regular basis.(6)
 
- -JANUS  ASPEN  SERIES--BALANCED  PORTFOLIO   seeks  long-term  capital   growth,
 consistent  with preservation  of capital and  balanced by  current income. The
 Portfolio   pursues   its   investment    objective   by   investing    40%-60%
 
- --------------------------------------------------------------------------------
                                       2
<PAGE>
 of  its  assets  in  equity  securities  selected  primarily  for  their growth
 potential and  40%-60%  of  its  assets  in  fixed-income  securities  selected
 primarily for their income potential.(6)
 
- -JANUS  ASPEN SERIES--FLEXIBLE  INCOME PORTFOLIO  seeks to  obtain maximum total
 return, consistent with preservation  of capital. Total  return is expected  to
 result  from  a combination  of current  income  and capital  appreciation. The
 Portfolio invests in  all types  of income  producing securities  and may  have
 substantial  holdings of  debt securities  rated below  investment grade (e.g.,
 junk bonds).(6)
 
- -JANUS ASPEN SERIES--GROWTH  PORTFOLIO seeks  long-term growth of  capital in  a
 manner  consistent with the preservation of  capital. The Portfolio pursues its
 investment objective by investing in common stocks of companies of any size.(6)
 
- -JANUS ASPEN SERIES--SHORT-TERM BOND PORTFOLIO seeks as high a level of  current
 income as is consistent with preservation of capital. The Portfolio pursues its
 investment  objective  by  investing primarily  in  short-and intermediate-term
 fixed income securities.(6)
 
- -JANUS ASPEN  SERIES--WORLDWIDE  GROWTH  PORTFOLIO  seeks  long-term  growth  of
 capital  in a  manner consistent  with preservation  of capital.  The Portfolio
 pursues its investment objective primarily through investments in common stocks
 of foreign and domestic issuers.(6)
 
- -LEXINGTON NATURAL  RESOURCES TRUST  is a  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  generally  invests in
 securities believed  to to  have the  maximum potential  for long-term  capital
 appreciation.  The  Portfolio expects  to be  almost  fully invested  in common
 stocks, often  of  companies  that may  be  temporarily  out of  favor  in  the
 market.(8)
 
- -SCUDDER  VARIABLE LIFE INVESTMENT FUND-- INTERNATIONAL PORTFOLIO CLASS A SHARES
 seeks long-term growth  of capital  primarily through  diversified holdings  of
 marketable foreign equity investments.(9)
 
- -TCI  PORTFOLIOS,  INC.--TCI GROWTH  (A  TWENTIETH CENTURY  FUND)  seeks capital
 growth. The Fund seeks to achieve  its objective by investing in common  stocks
 (including securities convertible into common stocks) and other securities that
 meet  certain  fundamental and  technical standards  of  selection and,  in the
 opinion of the Fund's  investment manager, have  better than average  potential
 for appreciation.(10)
 
Investment Advisers for each of the Funds:
 (1) Aetna Life Insurance and Annuity Company
 (2) Fred Alger Management, Inc.
 (3) Calvert Asset Management Company, Inc.
 (4) Fidelity Management & Research Company
 (5) Franklin Advisers, Inc.
 (6) Janus Capital Corporation
 (7) Lexington Management Corporation (adviser); Market Systems Research
     Advisors, Inc. (subadviser)
 (8) Neuberger & Berman Management Inc. (Investment Manager); Neuberger &
     Berman, L.P. (Sub-Adviser)
 (9) Scudder, Stevens & Clark, Inc.
(10) Investors Research Corporation
 
    RISKS  ASSOCIATED WITH INVESTMENT  IN THE FUNDS.  Some of the  Funds may use
instruments known as derivatives as part of their investment strategies. The use
of certain derivatives may involve  high risk of volatility  to a Fund, and  the
use  of leverage in connection  with such derivatives can  also increase risk of
losses. Some of the Funds may also invest in foreign or international securities
which involve greater risks than U.S. investments.
 
    More comprehensive information, including  a discussion of potential  risks,
is  found in the  respective Fund prospectuses  which accompany this Prospectus.
You should  read  the  Fund  prospectuses  and  consider  carefully,  and  on  a
continuing  basis, which  Fund or  combination of Funds  is best  suited to your
long-term investment objectives.
 
    CONFLICTS OF INTEREST (MIXED  AND SHARED FUNDING). Shares  of the Funds  are
sold  to  each of  the Subaccounts  for funding  the variable  annuity contracts
issued by the Company. Shares of the  Funds may also be sold to other  insurance
companies  for the same purpose. This is referred to as "shared funding." Shares
of the Funds  may also  be used for  funding variable  life insurance  contracts
issued  or sponsored 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
 
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                                       3
<PAGE>
order to identify any material irreconcilable conflicts which might arise and to
determine what action, if any, should be taken to address such conflict.
 
CREDITED INTEREST OPTIONS
 
    Purchase  Payments may be allocated to one  or more of the Credited Interest
Options available under the Contract as described below. The Contract Holder may
elect not to offer all Credited Interest Options under its Plan.
 
- - The Guaranteed  Accumulation  Account  (GAA) is  a  credited  interest  option
  through  which we guarantee stipulated rates of interest for stated periods of
  time. Amounts must remain in the GAA  for the full guaranteed term to  receive
  the quoted interest rates, or a market value adjustment (which may be positive
  or negative) will be applied. (See Appendix I.)
 
- - The  Fixed  Plus  Account is  a  part  of the  Company's  general  account and
  guarantees a minimum interest rate, as specified in the Contract. The  Company
  may  credit higher interest rates in its discretion. Withdrawals and transfers
  from the Fixed Plus Account are limited. (See Appendix II.)
 
                                    PURCHASE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
CONTRACT AVAILABILITY
 
    The Contracts  are designed  to fund  Plans adopted  by state  or  municipal
institutions  of  higher education  for their  employees. The  Plans may  be (1)
tax-deferred annuity  programs under  Section  403(b) of  the Code,  and/or  (2)
qualified  defined contribution  plans under  Section 401(a)  and 414(h)  of the
Code.
 
    Eligible participants in the Plan seeking to invest and accumulate money for
retirement can  purchase  individual interests  in  group Contracts.  The  group
Contract  is  generally  owned  by the  employer,  and  individual  accounts are
established for  each  Participant. For  each  Contract, one  or  more  Employee
Accounts  will  be established  for contributions  derived from  employee salary
reduction, and an Employer Account may be established for contributions made  by
the employer on the employee's behalf.
 
PURCHASING INTERESTS IN THE CONTRACT
 
    Eligible  organizations may acquire both types  (403(b) and 401(a)) of group
Contracts for  its Plans(s)  by submitting  the appropriate  master  application
form(s)  to the Company.  Once we approve  the application, a  group Contract is
generally issued to the employer as the group Contract Holder. Participants  may
purchase  interests in a group Contract by  submitting an enrollment form to the
Company.
 
    The Company must accept  or reject the enrollment  form within two  business
days  of receipt.  If the enrollment  materials 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
Participant, or under limited  circumstances, with the  consent of the  Contract
Holder pending acceptance of the form. If we agree to hold Purchase Payments for
longer  than the five business days based on the consent of the Contract Holder,
the Purchase  Payments will  be  deposited in  the  Aetna Variable  Encore  Fund
Subaccount until the forms are completed.
 
    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, and  there may  be limitations on  the number  of
investment  options that  can be selected  during the  Accumulation Period. (See
"Transfers.") The Code imposes a maximum limit on annual Purchase Payments which
may be excluded from a Participant's gross income. (See "Tax Status.")
 
RIGHTS UNDER THE CONTRACT
 
    You have a nonforfeitable right to  the value of your Employee Account.  You
have  a nonforfeitable right to the value of your Employer Account to the extent
of your vested percentage under the Plan as interpreted by the Contract  Holder.
You  may  select  the investment  options  for  your Employer  Account  and your
Employee Account.  You may  elect  an Annuity  option  for your  Account  Value;
however,  for your  Employer and certain  Employee Accounts (as  provided in the
Plan), the Contract Holder must certify that you are eligible for a distribution
and that the form of Annuity is permitted under the terms of the Plan.
 
RIGHT TO CANCEL
 
    The Contract or  participation under  the Contract may  be canceled  without
penalty  by returning  it (or  other document  evidencing your  interest) to the
Company with a written notice of intent to cancel. In most states, you have  ten
days to exercise this right; some states allow you a
 
- --------------------------------------------------------------------------------
                                       4
<PAGE>
longer  free-look period. When we receive  the request for cancellation, we will
return the Account Value, unless the laws of the state in which the Contract was
issued require that we return the initial Purchase Payment (if greater than  the
Account Value). In states that do not require a return of Purchase Payments, the
purchaser  bears  the entire  investment risk  for  amounts allocated  among the
Subaccounts during the free look period. Account Values will be determined as of
the Valuation Date on which we receive the request for cancellation at our  Home
Office.
 
                             CHARGES AND DEDUCTIONS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
DAILY DEDUCTIONS FROM THE SEPARATE ACCOUNT
 
    MORTALITY AND EXPENSE RISK CHARGE.  The Company makes a daily deduction from
each of the Subaccounts for the mortality and expense risk charge. The charge is
equal,  on an annual basis, to 1.25% of  the daily net assets of the Subaccounts
and compensates the  Company for  the assumption  of the  mortality and  expense
risks  under the Contract. The mortality risks are those assumed for our promise
to make lifetime payments according to annuity rates specified in the  Contract.
The  expense risk is the risk that  the actual expenses for costs incurred under
the Contract  will  exceed the  maximum  costs that  can  be charged  under  the
Contract.
 
    If  the amount deducted for mortality and expense risks is not sufficient to
cover the  mortality costs  and expense  shortfalls, the  loss is  borne by  the
Company.  If the deduction  is more than  sufficient, the excess  may be used to
recover distribution  expenses relating  to the  Contracts and  as a  source  of
profit  to the Company. The Company expects  to make a profit from the mortality
and expense risk charge.
 
    ASSET-BASED SALES CHARGE.   There are no  deductions from Purchase  Payments
for  sales commissions or  related expenses. Sales  commissions and expenses are
advanced by the Company and recovered out of an asset-based sales charge that is
deducted from the Account in an amount that equals 0.15% on an annual basis. The
deduction is made from amounts held  in the Subaccounts during the  Accumulation
Period only. We will monitor each Account to ensure that the total sales charges
will  never exceed  8.5% of  the total  Purchase Payments  actually made  to the
Account.
 
    If  the  asset-based  sales  charges  are  insufficient  to  recover   sales
commissions,  such commissions would  be recovered out  of the Company's profits
from investment activities,  including the  mortality and  expense risk  charges
under  the Contract. For sales  commissions paid in connection  with the sale of
the Contracts, see "Distribution."
 
    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.
 
FUND EXPENSES
 
    Each Fund incurs  certain expenses  which are paid  out of  its net  assets.
These   expenses  include,  among  other  things,  the  investment  advisory  or
"management" fee. The expenses of  the Funds are set forth  in the Fee Table  in
this Prospectus and described more fully in the accompanying Fund prospectuses.
 
PREMIUM AND OTHER TAXES
 
    Several  states and municipalities impose a  premium tax on Annuities. These
taxes currently range from 0%  to 4%. The Company  reserves the right to  deduct
premium  tax against  Purchase Payments or  Account Values, but  no earlier than
when we have a tax liability under state law. The Company's current practice  is
to deduct for premium taxes at the time of complete withdrawal or annuitization.
In  addition to  the premium  tax, the  Company reserves  the right  to assess a
charge for any state or federal taxes  due against the Contract or the  Separate
Account assets. (See "Tax Status.")
 
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                                       5
<PAGE>
                               CONTRACT VALUATION
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
ACCOUNT VALUE
 
    Until  the Annuity  Date, the  Account Value  is the  total dollar  value of
amounts held in your Account as of any Valuation Date. The Account Value at  any
given  time is based on the value of the units held in each Subaccount, plus the
value of amounts held in any of the Credited Interest Options.
 
ACCUMULATION UNITS
 
    The value of your interests  in a Subaccount is  expressed as the number  of
"Accumulation  Units" that you  hold multiplied by  an "Accumulation Unit Value"
(or "AUV")  for each  unit.  The AUV  on any  Valuation  Date is  determined  by
multiplying  the value  on the immediately  preceding Valuation Date  by the net
investment factor  of that  Subaccount for  the period  between the  immediately
preceding  Valuation Date and  the current Valuation  Date. (See "Net Investment
Factor" below.) The Accumulation Unit Value  will be affected by the  investment
performance, expenses and charges of the applicable Fund and is reduced each day
by  a percentage that accounts for the daily assessment of mortality and expense
risk charges, the asset-based sales charge and the administrative expense 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;
(d) divided by  the total  value of  the Subaccount's  Accumulation and  Annuity
    Units on the preceding Valuation Date;
(e) minus a daily charge at the annual effective rate of 1.25% for mortality and
    expense  risks, 0.15% for asset-based sales charges (during the Accumulation
    Period only), and up to 0.25% as an administrative expense charge (currently
    0%).
 
    The gross investment rate may be either positive or negative.
 
                                   TRANSFERS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
    At any time prior to the Annuity  Date, you can transfer amounts held  under
your  Account 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 Contract and your Plan, as applicable.
 
    The  Company currently allows unlimited  transfers of accumulated amounts to
available investment  options  without  charge. However,  the  total  number  of
investment  options that  you may select  during the Accumulation  Period may be
limited, as set forth  on your enrollment form.  The minimum transfer amount  is
$500.  Any transfer will be based on the Accumulation Unit Value next determined
after the  Company  receives  a  valid transfer  request  at  its  Home  Office.
Transfers  are currently not available during  the Annuity Period; however, they
may be  available under  some  Annuity Options  beginning  later in  1996.  (See
"Annuity Period-- Annuity Options.")
 
DOLLAR COST AVERAGING PROGRAM
 
    You  may establish  automated transfers  of Account  Values on  a monthly or
quarterly basis through the Company's Dollar Cost Averaging Program. Dollar Cost
Averaging is a system for investing a fixed amount of
 
- --------------------------------------------------------------------------------
                                       6
<PAGE>
money at regular intervals over a period of time. Dollar Cost Averaging does not
ensure a profit  nor guarantee against  loss in a  declining market. You  should
consider  your financial  ability to continue  purchases through  periods of low
price levels. Please refer to the "Inquiries"
 
section of the  Prospectus Summary which  describes how you  can obtain  further
information.
 
                                  WITHDRAWALS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
    All  or a portion of  the Account Value may be  withdrawn at any time during
the Accumulation Period,  subject to the  withdrawal restrictions under  Section
403(b) Contracts described below, and subject to limitations on withdrawals from
the  Fixed  Plus Account.  The  Contract may  require  that the  Contract Holder
certify in writing  that you  are eligible  both as to  the timing  and form  of
distribution. To request a withdrawal, you must properly complete a disbursement
form  and send it to  our Home Office. Payments  for withdrawal requests will be
made in accordance  with SEC  requirements, but  normally not  later than  seven
calendar  days following our receipt of  a disbursement form. Withdrawals may be
requested in one of the following forms:
 
- -FULL WITHDRAWAL OF AN ACCOUNT:  The amount paid for  a full withdrawal will  be
 the  Account Value allocated to the Subaccounts and the Guaranteed Accumulation
 Account (plus or minus  a market value adjustment)  (see Appendix I), plus  the
 amount available for withdrawal from the Fixed Plus Account (see Appendix II).
 
- -PARTIAL  WITHDRAWALS (Percentage or  Specified Dollar Amount):  The amount paid
 will be the  percentage of the  Account Value or  the dollar amount  requested;
 however,  the amount  available for withdrawal  from the Fixed  Plus Account is
 limited (see Appendix II).
 
    For any partial withdrawal, amounts  will be withdrawn proportionately  from
each  Subaccount or Credited  Interest Option in which  the Account is invested,
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  your 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. 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
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
    If allowed by the Plan, Participants  may request a loan from their  Account
Value  during the Accumulation Period. Loans can only be made 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 your loan  agreement, properly completing  a loan  request
form and submitting it to the Company's Home Office.
 
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                                       7
<PAGE>
                         ADDITIONAL WITHDRAWAL OPTIONS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
    The  Company offers certain  withdrawal options under  the Contract that are
not considered annuity  options ("Additional Withdrawal  Options"). To  exercise
these  options, your Account Value must meet  the minimum dollar amounts and age
criteria applicable  to  that option.  In  addition, for  Employer  and  certain
Employee  Accounts, the Contract Holder  must provide written certification that
the distribution is  in accordance with  the terms of  the Plan. The  Additional
Withdrawal Options currently available under the Contract include the following:
 
- -SWO--SYSTEMATIC  WITHDRAWAL OPTION. SWO is a series of partial withdrawals from
 your Account based on a payment method you select. It is designed for those who
 want a  periodic  income while  retaining  investment flexibility  for  amounts
 accumulated  under a Contract. (This  option may not be  elected if you have an
 outstanding contract loan.)
 
- -ECO--ESTATE CONSERVATION OPTION. ECO offers the same investment flexibility  as
 SWO but is designed for those who want to receive only the minimum distribution
 that the Code requires each year. Under ECO, the Company calculates the minimum
 distribution  amount required by law at age 70 1/2 or retirement, if later, for
 governmental plans, and pays you that amount once a year. (See "Tax Status.")
 
    Other Additional  Withdrawal  Options  may  be  added  from  time  to  time.
Additional  information relating to any of the Additional Withdrawal Options may
be obtained  from your  local representative  or from  the Company  at its  Home
Office.
 
    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 our  Home Office. Once an option is revoked,
it may not be elected again, nor  may any other Additional Withdrawal Option  be
elected  unless  permitted  by  the  Code. The  Company  reserves  the  right to
discontinue the  availability  of one  or  all of  these  Additional  Withdrawal
Options at any time, and/or to change the terms of future elections.
 
                    DEATH BENEFIT DURING ACCUMULATION PERIOD
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
    The   Contract   provides  that   a  death   benefit   is  payable   to  the
Beneficiary(ies) upon the death of the Participant before the Annuity Date. If a
lump-sum distribution or an Annuity Option  is elected within six months of  the
Participant's  death, a guaranteed death benefit  is provided. For each Account,
the death benefit is guaranteed to be the greater of:
 
(a) the Account Value, plus any positive aggregate Market Value Adjustment (MVA)
    that applies to  amounts allocated  to the  Guaranteed Accumulation  Account
    (GAA),  on the day the death notice  and request for payment are received in
    good order at our Home Office; or
 
(b) the sum of the net Purchase  Payments made to each Account, minus the  total
    of  all withdrawals or  annuitizations made from the  Account and any amount
    allocated to the Loan Account.
 
    If a full or partial withdrawal is made within six months after your  death,
the Beneficiary will receive the Account Value, plus any positive MVA that would
apply to any portion of the Account allocated to GAA. If a lump-sum distribution
is elected six months or more after your death, the Beneficiary will receive the
Account  Value, plus  or minus any  MVA that would  apply to any  portion of the
Account allocated to  GAA. The  value of  the Account  is determined  as of  the
Valuation  Date  on which  proof of  death acceptable  to us  and a  request for
payment are received at our Home Office.
 
    Death benefit proceeds may be paid to the Beneficiary:
 
- - in a lump sum; or
 
- - in accordance with any of the Annuity Options available under the Contract.
 
- --------------------------------------------------------------------------------
                                       8
<PAGE>
    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 and request for payment.
 
    The Code requires that distribution of death proceeds begin within a certain
period of time. Generally, either payments must begin by December 31 of the year
following  the year of your death, or the  entire value of your benefits must be
distributed by December 31 of the fifth  year following the year of your  death.
If  your  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 of  the Beneficiary  or any  specified  period
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  (or  retires,  if  later,  for
governmental  plans). In  addition, distributions must  be in a  form and amount
sufficient to satisfy the Code requirements. These requirements may be satisfied
by the election  of certain  Annuity Options or  Additional Withdrawal  Options.
(See "Tax Status.")
 
    At least 30 days prior to the Annuity Date, you must notify us in writing of
the following:
 
- - the date on which you would like to start receiving annuity payments;
 
- - the  Annuity Option under  which you want  your payments to  be calculated and
  paid;
 
- - whether the  payments are  to  be made  monthly, quarterly,  semi-annually  or
  annually; and
 
- - the  investment  option(s) used  to provide  annuity  payments (i.e.,  a fixed
  annuity using the general account or  any of the Subaccounts available at  the
  time  of annuitization).  As of  the date  of this  Prospectus, Aetna Variable
  Fund, Aetna Income  Shares and Aetna  Investment Advisers Fund,  Inc. are  the
  only  Subaccounts available; however, additional  Subaccounts may be available
  under some Annuity Options in the future. (See "Annuity Options" below.)
 
    For the Employer  and certain  Employee Accounts, the  Contract Holder  must
provide  written certification that  the distribution is  in accordance with the
terms of the Plan. (See "Rights Under the Contract.")
 
    Annuity Payments will not begin until you have selected an Annuity Date  and
an Annuity Option. Until a date and option are elected the Account will continue
in  the Accumulation  Period. If your  Plan is  subject to ERISA,  you must also
submit the appropriate  joint and  survivor annuity waiver  and spousal  consent
form(s) to us. 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:
 
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                                       9
<PAGE>
LIFETIME ANNUITY OPTIONS:
 
- -OPTION  1--Life Annuity--An annuity  with payments ending  on the Participant'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 Lives of Two  Annuitants--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 Participant  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 some
 Contracts, for amounts held in the Fixed Plus Account, the annuity must be paid
 on a fixed basis.  (See Appendix II-- "Transfers  Among Investment Options"  to
 determine if this applies to your Contract.)
 
    If  a nonlifetime option is  elected on a variable  basis, the Annuitant may
request at any time during the payment period that the present value of all or a
portion of the remaining variable payments  be paid in one sum. The  nonlifetime
option  is not available on a variable basis under a Contract which provides for
immediate Annuity benefits.
 
    We may also offer additional Annuity  Options under your Contract from  time
to  time. The Company  expects to offer additional  Annuity Options and enhanced
versions of the  Annuity Options listed  above at some  time during 1996.  These
additional  Annuity Options and  enhanced versions of  the existing options will
have  additional  Subaccounts  available   and  will  allow  transfers   between
Subaccounts  during  the Annuity  Period.  (Additional Subaccounts  and transfer
capability are expected  during the  second half  of 1996.)  Such additional  or
enhanced options will be made available by an endorsement to the Contract, which
will  include the guaranteed annuity payout  rates and other terms applicable to
such options. (Depending on which guaranteed payout rates apply to the  existing
options,  the guaranteed payout rates  for the new and  enhanced options will be
the same or lower.) Please refer to  the Contract, or call the number listed  in
the  "Inquiries" section of  the Prospectus Summary,  to determine which options
are available and  the terms  of such  options. It  is not  expected that  these
additional  or enhanced options will be made available to those who have already
commenced receiving Annuity Payments.
 
DURATION OF ANNUITY PAYMENTS
 
    Annuity payments may not extend beyond (a) the life of the Participant,  (b)
the  joint  lives of  the Participant  and Beneficiary,  (c) a  specified period
greater than the Participant's life expectancy, or (d) a period certain  greater
than the joint life expectancies of the Participant and Beneficiary.
 
    AMOUNT  OF EACH ANNUITY PAYMENT.  The  amount of each payment depends on how
you allocate your Account Value between fixed and variable payouts. 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 discussion  on the  impact of
selecting an assumed net investment rate.)
 
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                                       10
<PAGE>
CHARGES DEDUCTED DURING THE ANNUITY PERIOD
 
    We make  a daily  deduction for  mortality and  expense risks  and from  any
amounts  held on a variable basis. Therefore, electing the nonlifetime option on
a variable basis will result in a deduction being made even though we assume  no
mortality  risk. We may  also deduct a daily  administrative charge from amounts
held under the variable options. (See "Charges and Deductions.")
 
DEATH BENEFIT PAYABLE DURING THE
ANNUITY PERIOD
 
    If a Participant dies after Annuity  Payments have begun, any death  benefit
payable  will  depend  on the  terms  of  the Contract  and  the  Annuity Option
selected. If Option 1 or  Option 3 was elected,  Annuity Payments will cease  on
the  death  of the  Participant 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
Participant  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).
 
    If  the Participant dies after Annuity payments have begun and if there is a
death benefit payable under the Annuity option elected, the remaining value must
be distributed to  the 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 acceptable  proof
of  death, and a request for payment are  received at our Home Office. The value
of any death benefit proceeds will be  determined as of the next Valuation  Date
after  we receive  acceptable proof  of death and  a request  for payment. Under
Options 2 and 4, such value will be reduced by any payments made after the  date
of death.
 
                                   TAX STATUS
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INTRODUCTION
 
    The  following  provides a  general discussion  and is  not intended  as tax
advice. This discussion reflects the Company's understanding of current  federal
income  tax law. Such laws may change in the future, and it is possible that any
change could be retroactive (i.e., effective  prior to the date of the  change).
The  Company makes no guarantee  regarding the tax treatment  of any contract or
transaction involving a Contract. The ultimate effect of federal income taxes on
the amounts held  under a  Contract, on Annuity  payments, and  on the  economic
benefit  to the Contract Holder, Participant  or Beneficiary may depend upon the
tax status of  the individual concerned.  Any person concerned  about these  tax
implications  should  consult  a  competent tax  adviser  before  initiating any
transaction.
 
TAXATION OF THE COMPANY
 
    The Company is taxed as a life  insurance company under the Code. Since  the
Separate  Account is  not an entity  separate from  the Company, it  will not be
taxed separately as a "regulated investment company" under the Code.  Investment
income and realized capital gains 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.
 
    The  Company does not anticipate  that it will incur  any federal income tax
liability attributable to the Separate Account and, therefore, the Company  does
not  intend to make  provisions for any  such taxes. However,  if changes in the
federal tax laws or interpretation thereof result in the Company being taxed  on
income  or  gains attributable  to the  Separate Account,  then the  Company may
impose a  charge against  the Separate  Account  (with respect  to some  or  all
Contracts) in order to set aside provisions to pay such taxes.
 
CONTRACTS USED WITH CERTAIN RETIREMENT PLANS
 
    IN  GENERAL.  The Contract is designed for use with Section 403(b) plans and
Section 401(a)  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
 
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                                       11
<PAGE>
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 relating  to  the Contracts  satisfy  applicable laws,  and  should
consult  their legal  counsel and tax  adviser regarding the  suitability of the
Contract.
 
    MINIMUM DISTRIBUTION REQUIREMENTS.  The Code has required distribution rules
for Section  403(b)  and 401(a)  Plans.  Under 403(b)  Plans,  distributions  of
amounts  held as  of December 31,  1986 must generally  begin by the  end of the
calendar year in which you attain age 75 (or retire, if later, for  governmental
or  church  plans). However,  special rules  require  that some  or all  of that
balance be distributed earlier if any  distributions are taken in excess of  the
minimum  required amount.  Distributions under  401(a) Plans,  and distributions
attributable to contributions under Section 403(b) Plans on or after January  1,
1987  (including any earnings on the entire Account Value after that date), must
generally begin by April 1 of the  calendar year following the calendar year  in
which  you attain  age 70 1/2.  For governmental or  church plans, distributions
must begin by April  1 of the  calendar year following the  year 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 distribution requirements.
 
    If  you die  before the  required minimum  distribution has  commenced, your
entire interest  must  be  distributed  by December  31  of  the  calendar  year
containing  the  fifth anniversary  of the  date  of your  death. Alternatively,
payments may be  made over  the life  of the beneficiary  or over  a period  not
extending   beyond  the  life   expectancy  of  the   beneficiary  provided  the
distribution begins by December 31 of  the calendar year following the  calendar
year  of your death, or December 31 of the calendar year in which you would have
attained age 70 1/2.
 
    If you fail to receive the minimum required distribution for any tax year, a
50% excise tax is imposed on the required amount that was not distributed.
 
    TAXATION OF DISTRIBUTIONS.   All  distributions will  be taxed  as they  are
received  unless you made a rollover contribution of the distribution to another
plan of the same type or to an individual retirement annuity/account ("IRA")  in
accordance with the Code, or unless you have made after-tax contributions to the
plan,  which are not taxed  upon distribution. The Code  has specific rules that
apply,  depending  on   the  type   of  distribution   received,  if   after-tax
contributions were made.
 
    In  general, payments  received by your  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
 
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                                       12
<PAGE>
plan sponsor at or after age 55, (e) the distribution amount is rolled over into
another plan of the same type or to  an IRA in accordance with the terms of  the
Code,  or (f)  the distribution amount  is made in  substantially equal periodic
payments (at least  annually) over  your life or  life expectancy  or the  joint
lives  or joint life expectancies of you and your plan beneficiary, provided you
have separated from service with the plan sponsor. In addition, the penalty  tax
does  not apply for the  amount of a distribution  equal to unreimbursed medical
expenses incurred by you  that qualify for deduction  as specified in the  Code.
The Code may impose other penalty taxes in other circumstances.
 
    SECTION  403(B) PLANS.   Under Section 403(b),  contributions made by public
school systems  and  Section  501(c)(3) tax  exempt  organizations  to  purchase
annuity  contracts for their  employees are generally  excludable from the gross
income of the employee.
 
    In order to be  excludable from taxable  income, total annual  contributions
made  by you  and your employer  cannot exceed either  of two limits  set by the
Code. The first limit, under Section 415, is generally the lesser of 25% of your
includable compensation or  $30,000. The  second limit, which  is the  exclusion
allowance  under Section  403(b), is usually  calculated according  to a formula
that takes into account your length  of employment and any pretax  contributions
to  certain other retirement plans. These two limits apply to your contributions
as well as to any contributions made  by your employer on your behalf. There  is
an additional limit that specifically limits your salary reduction contributions
to  generally no more than $9,500 annually (subject to indexing); your own limit
may be higher or lower, depending on certain conditions.
 
    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
owner  possesses  incidents  of investment  control  over the  assets.  In these
circumstances, income  and  gains from  the  separate account  assets  would  be
currently includable in the variable contract owner's gross income. The Treasury
announced  that guidance would be  issued in the future  regarding the extent to
which owners  could direct  their investments  among Subaccounts  without  being
treated  as  owners of  the underlying  assets  of the  Separate Account.  It is
possible that the Treasury's position, when announced, may adversely affect  the
tax treatment of existing contracts. The Company therefore reserves the right to
modify  the Contract  as necessary  to attempt to  prevent the  owner from being
considered the federal tax owner of the assets of the Separate Account.
 
    SECTION 401(A) PLANS.  Section 401(a) permits certain employers to establish
various types  of  retirement plans  for  employees, and  permits  self-employed
individuals  to establish various  types of retirement  plans for themselves and
for their  employees. These  retirement plans  may permit  the purchase  of  the
Contracts  to  accumulate  retirement  savings  under  the  plans.  Adverse  tax
consequences to the  Plan, to  the Participant  or to  both may  result if  this
Contract is assigned or transferred to any individual except to a Participant as
a means to provide benefit payments.
 
    The  Code imposes a  maximum limit on  annual Purchase Payments  that may be
excluded from a Participant's gross income. Such limit must be calculated  under
the  Plan by the employer in accordance with Section 415 of the Code. This limit
is generally the  lesser of 25%  of your compensation  or $30,000. In  addition,
Purchase Payments will be excluded from a Participant's gross income only if the
401(a) Plan meets certain nondiscrimination requirements.
 
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                                       13
<PAGE>
                                 MISCELLANEOUS
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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.")
 
    THIRD  PARTY COMPENSATION ARRANGEMENTS. Occasionally, we may pay commissions
and fees to Distributors  which are affiliated or  associated with the  Contract
Holder or the Participants. We may also enter into agreements with some entities
associated  with the Contract Holder or Participants  in which we would agree to
pay the  entity  for  certain  services in  connection  with  administering  the
Contracts.  In both these  circumstances there may be  an understanding that the
Distributor or entity would endorse the  Company as a provider of the  Contract.
You  will be notified if you are purchasing  a Contract that is subject to these
arrangements.
 
DELAY OR SUSPENSION OF PAYMENTS
 
    The Company reserves the  right to suspend or  postpone the date of  payment
for  any benefit or values (a) on any Valuation Date on which the New York Stock
Exchange ("Exchange")  is  closed  (other than  customary  weekend  and  holiday
closings)  or when trading on the Exchange  is restricted; (b) when an emergency
exists, as determined by  the SEC, so  that disposal of  securities held in  the
Subaccounts  is not reasonably practicable or  is not reasonably practicable for
the value of the Subaccount's  assets; or (c) during  such other periods as  the
SEC  may by order permit  for the protection of  investors. The conditions under
which restricted trading or an emergency exists shall be determined by the rules
and regulations of the SEC.
 
PERFORMANCE REPORTING
 
    From time to time, the Company  may advertise different types of  historical
performance  for  the  Subaccounts  of the  Separate  Account.  The  Company may
advertise the "standardized  average annual total  returns" of the  Subaccounts,
calculated  in a manner prescribed by the  SEC, as well as the "non-standardized
returns." "Standardized average annual total returns" are computed according  to
a  formula  in which  a  hypothetical investment  of  $1,000 is  applied  to the
Subaccount and then related to the ending redeemable values over the most recent
one, five and  ten-year periods (or  since inception, if  less than ten  years).
Standardized  returns will reflect the reduction of all recurring charges during
each period (e.g., mortality and expense risk charges, asset-based sales  charge
and  any  administrative  expense  charge).  The  non-standardized  figures  are
computed  in  the  same  manner   but  may  also  include  monthly,   quarterly,
year-to-date and three-year periods.
 
    The   Company  may  also  advertise   certain  ratings,  rankings  or  other
information related  to  the Company,  the  Subaccounts or  the  Funds.  Further
details  regarding performance  reporting and  advertising are  described in the
Statement of Additional Information.
 
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                                       14
<PAGE>
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 persons having a voting interest in the Separate Account. Participants  may
instruct the Contract Holder how to direct the Company to cast the votes for the
portion  of  the  Account  Value  or  valuation  reserve  attributable  to their
Accounts.  The  Company  will  vote  shares  for  which  it  has  not   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, or Beneficiary as
applicable, may cast during the Accumulation  Period is equal to the portion  of
the  Account Value to that Fund, divided by  the net asset value of one share of
that Fund.  During the  Annuity Period,  the number  of votes  is equal  to  the
valuation reserve applicable to the portion of the Contract attributable to that
Fund,  divided by the net asset value of  one share of that Fund. In determining
the number of votes, fractional votes will be recognized.
 
CHANGES IN BENEFICIARY DESIGNATIONS
 
    The designated Beneficiary may be changed  at any time prior to the  Annuity
Date,  subject to limitations  contained in the Code  and other applicable laws.
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.
 
LEGAL MATTERS AND PROCEEDINGS
 
    The Company knows  of no  material legal  proceedings pending  to which  the
Separate  Account or the Company is a party or which would materially affect the
Separate Account. The validity of the securities offered by this Prospectus  has
been passed upon by Susan E. Bryant, Esq., Counsel to the Company.
 
                                CONTENTS OF THE
                      STATEMENT OF ADDITIONAL INFORMATION
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The  Statement of Additional  Information contains more  specific information on
the Separate Account and  the Contract, as well  as the financial statements  of
the  Separate Account and the Company. A list  of the contents of the SAI is set
forth below:
 
<TABLE>
<S>                                                                        <C>
General Information and History
Variable Annuity Account C
Offering and Purchase of Contracts
Performance Data
  General
  Average Annual Total Return Quotations
Annuity Payments
Sales Material and Advertising
Independent Auditors
Financial Statements of the Separate Account
Financial Statements of the Company
</TABLE>
 
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                                       15
<PAGE>
                                   APPENDIX I
                        GUARANTEED ACCUMULATION ACCOUNT
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THE  GUARANTEED  ACCUMULATION  ACCOUNT  ("GAA") IS  A  CREDITED  INTEREST OPTION
AVAILABLE DURING THE ACCUMULATION PERIOD  UNDER THE CONTRACTS DESCRIBED IN  THIS
PROSPECTUS.  AMOUNTS ALLOCATED TO LONG-TERM CLASSIFICATIONS OF GAA ARE HELD IN A
NONINSULATED, NONUNITIZED  SEPARATE  ACCOUNT. AMOUNTS  ALLOCATED  TO  SHORT-TERM
CLASSIFICATIONS  OF GAA ARE HELD IN THE COMPANY'S GENERAL ACCOUNT. THIS APPENDIX
IS A SUMMARY  OF GAA  AND IS  NOT INTENDED TO  REPLACE THE  GAA PROSPECTUS.  YOU
SHOULD READ THE ACCOMPANYING GAA PROSPECTUS CAREFULLY BEFORE INVESTING.
 
    GAA  is a Credited Interest Option in which we guarantee stipulated rates of
interest for stated  periods of time  on amounts directed  to GAA. The  interest
rate stipulated is an annual effective yield; that is, it reflects a full year's
interest.  Interest is credited daily at a rate that will provide the guaranteed
annual effective yield 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
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 for GAA and are reinvested, they will be applied to
the current deposit period. Amounts  are proportionately reinvested 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.
 
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                                       16
<PAGE>
                                  APPENDIX II
                               FIXED PLUS ACCOUNT
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- --------------------------------------------------------------------------------
 
THE FOLLOWING SUMMARIZES MATERIAL INFORMATION CONCERNING THE FIXED PLUS ACCOUNT.
AMOUNTS ALLOCATED TO THE  FIXED PLUS ACCOUNT ARE  HELD IN THE COMPANY'S  GENERAL
ACCOUNT  THAT SUPPORTS GENERAL  INSURANCE AND ANNUITY  OBLIGATIONS. INTERESTS IN
THE FIXED PLUS  ACCOUNT HAVE NOT  BEEN REGISTERED  WITH THE SEC  IN RELIANCE  ON
EXEMPTIONS  UNDER  THE SECURITIES  ACT OF  1933, AS  AMENDED. DISCLOSURE  IN THE
PROSPECTUS REGARDING THE FIXED PLUS ACCOUNT, MAY, HOWEVER, BE SUBJECT TO CERTAIN
GENERALLY APPLICABLE PROVISIONS OF THE  FEDERAL SECURITIES LAWS RELATING TO  THE
ACCURACY  AND  COMPLETENESS  OF  SUCH STATEMENTS.  DISCLOSURE  IN  THIS APPENDIX
REGARDING THE FIXED PLUS ACCOUNT HAS NOT BEEN REVIEWED BY THE SEC.
 
    The Fixed Plus Account guarantees that amounts allocated to this option will
earn the minimum interest rate specified in the Contract. We may credit a higher
interest rate from time to time.  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
this option, we assume the risk of  investment gain or loss by guaranteeing  Net
Purchase  Payment  values  and promising  a  minimum interest  rate  and Annuity
payment.
 
    Under certain emergency  conditions, we may  defer payment of  a Fixed  Plus
Account  withdrawal value (a) for a period of  up to 6 months or (b) as provided
by federal law.
 
    During any calendar year, any withdrawals requested from an Account's  Fixed
Plus  Account value may not exceed 20% of the Account's Fixed Plus Account Value
as of the  date the withdrawal  request is received  in good order  at our  Home
Office.  The  withdrawal  value  will  be  reduced  by  any  Fixed  Plus Account
withdrawal(s), transfer(s) or annuitizations previously made during the calendar
year.
 
    The 20% limit is waived if the partial withdrawal is due to annuitization or
death. The waiver upon death will only be exercised once and must occur within 6
months after the Participant's date of death.
 
    In the event of an complete Account  withdrawal, we will pay any Fixed  Plus
Account withdrawal value from the Account with interest, in five annual payments
of:
 
    1. One-fifth of the Fixed Plus Account withdrawal value minus any Fixed Plus
       Account  withdrawal(s),  transfer(s)  or annuitizations  made  during the
       calendar year;
 
    2. One-fourth of the remaining Fixed Plus Account withdrawal value 12 months
       later;
 
    3. One third of the remaining Fixed Plus Account withdrawal value 12  months
       later;
 
    4. One-half  of the remaining Fixed Plus  Account withdrawal value 12 months
       later; and
 
    5. The balance of the Fixed Plus  Account withdrawal value as the fifth  and
       final payment 12 months later.
 
    Once   we  receive  notification  of  an  Account  termination,  no  further
withdrawal(s) or transfer(s) will be permitted from the Fixed Plus Account.
 
    We will waive  the Fixed  Plus Account full  surrender provision  if a  full
withdrawal is made due to:
 
    (a) the  Participant's death within 6 months after the Participant's date of
        death before Annuity payments begin and request for payment is received;
 
    (b) the election of an Annuity option;
 
    (c) if the Fixed Plus Account value  is $3,500 or less (and no  withdrawals,
        transfers  or annuitizations have been made  from the Account during the
        calendar year), the entire Fixed Plus Account value will be paid in  one
        sum.
 
    Amounts  applied to the  Fixed Plus Account  will earn the  interest rate in
effect when actually applied to the Fixed Plus Account.
 
- --------------------------------------------------------------------------------
                                       17
<PAGE>
MORTALITY AND EXPENSE RISK CHARGES
 
    The Fixed Plus 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.
 
TRANSFERS AMONG INVESTMENT OPTIONS
 
    Transfers  from the  Fixed Plus  Account to  any other  available investment
option(s) are allowed once in each calendar year during the Accumulation Period.
The amount that may be transferred will be  up to 20% of the amount held in  the
Fixed  Plus Account. We will waive the 20%  transfer limit when the value in the
Fixed Plus Account is $1,000 or less.
 
    By notifying us at our Home Office at least 30 days before annuity  payments
begin, the Contract Holder, on your behalf, may elect to have amounts which have
been accumulating under the Fixed Plus Account transferred to one or more of the
Subaccounts  available  during the  Annuity Period  to provide  variable annuity
payments under any of the lifetime or nonlifetime Annuity Options.
 
- --------------------------------------------------------------------------------
                                       18
<PAGE>
                          FOR MASTER APPLICATIONS ONLY
 
    I HEREBY ACKNOWLEDGE RECEIPT OF AN ACCOUNT C GROUP DEFERRED VARIABLE ANNUITY
PROSPECTUS DATED MAY 1,  1996 FOR OPTIONAL RETIREMENT  PROGRAMS, 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.
     91846(S)-2) DATED MAY 1, 1996.
 
- --------------------------------------------------------------------------------
 
                          CONTRACT HOLDER'S SIGNATURE
 
- --------------------------------------------------------------------------------
 
                                      DATE
 
91846.ORP (5/96)
 
- --------------------------------------------------------------------------------
<PAGE>



Insurance products offered by:
Aetna Life Insurance and Annuity Company



Securities offered through:
Aetna Investment Services, Inc.
151 Farmington Avenue
Hartford, CT 06156
1-800-525-4225



Visit our home page on the Internet
http://www.aetna.com








[LOGO]

Aetna
Retirement
Services, Inc.




















Printed on recycled paper

91846.ORP-2
<PAGE>





                                                                     Prospectus
                                                                        Dated:
                                                                     May 1, 1996




                       VARIABLE
                       ANNUITY
                       ACCOUNT C


                       AETNAPLUS -- VARIABLE ANNUITY
                       CONTRACTS FOR RETIREMENT PROGRAMS
                       FOR HIGHER EDUCATION











                                    [LOGO]


91846.HED-2                Aetna Life Insurance and Annuity Company
<PAGE>
                                   PROSPECTUS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
This   Prospectus   describes   group   deferred   variable   annuity  contracts
("Contracts")  issued  by  Aetna  Life   Insurance  and  Annuity  Company   (the
"Company").  The Contracts  are designed to  fund plans  that provide retirement
income for employees of state or municipal institutions of higher education. The
Contracts are  available  through  participation in  retirement  programs  which
receive  favorable tax  deferred treatment  under Federal  income tax  law. (See
"Purchase.")
 
The Contracts provide that contributions may be allocated to one or more of  the
Credited  Interest Options  or to  one or  more of  the Subaccounts  of Variable
Annuity Account C,  a separate account  of the Company.  The Subaccounts  invest
directly in shares of the following Funds:
 
- - Aetna Variable Fund                     - Fidelity VIP Overseas Portfolio
- - Aetna Income Shares                     - Franklin Government Securities Trust
- - Aetna Variable Encore Fund              - Janus Aspen Aggressive Growth
- - Aetna Investment Advisers Fund, Inc.    Portfolio
- - Aetna Ascent Variable Portfolio         - Janus Aspen Balanced Portfolio
- - Aetna Crossroads Variable Portfolio     - Janus Aspen Flexible Income
- - Aetna Legacy Variable Portfolio         Portfolio
- - Alger American Growth Portfolio         - Janus Aspen Growth Portfolio
- - Alger American Small Cap Portfolio      - Janus Aspen Short-Term Bond
- - Calvert Responsibly Invested Balanced   Portfolio
Portfolio                                 - Janus Aspen Worldwide Growth
- - Fidelity VIP II Contrafund Portfolio    Portfolio
- - Fidelity VIP Equity-Income Portfolio    - Lexington Natural Resources Trust
- - Fidelity VIP Growth Portfolio           - Neuberger & Berman Growth Portfolio
                                          - Scudder International Portfolio
                                          Class A Shares
                                          - TCI Growth (a Twentieth Century
                                          fund)
 
The  Credited Interest  Options currently available  under the  Contract are the
Guaranteed  Accumulation  Account  and  the   Fixed  Plus  Account.  Except   as
specifically  mentioned, this Prospectus describes  only investments through the
Separate Account. A brief description of  each of the Credited Interest  Options
is contained in Appendices to this Prospectus. Additional information concerning
the Guaranteed Accumulation Account is contained in a separate prospectus.
 
The  availability of the Funds  and the Credited Interest  Options is subject to
applicable regulatory authorization. Not all Funds or Credited Interest  Options
may  be available in all jurisdictions, under all Contracts, or under all Plans.
Please  check  with  your  employer  to  determine  option  availability.   (See
"Investment Options.")
 
This  Prospectus provides investors  with the information  that they should know
about  the  Separate  Account  before  investing  in  the  Contract.  Additional
information about the Separate Account is contained in a Statement of Additional
Information ("SAI") which is available at no charge. The SAI has been filed with
the  Securities and Exchange Commission and is incorporated herein by reference.
The Table of Contents for the SAI is  printed on page 15 of this Prospectus.  An
SAI  may be obtained by indicating the request  on the enrollment form or on the
prospectus receipt contained in this Prospectus, or by calling the number listed
under the "Inquiries" section of the Prospectus Summary.
 
THIS PROSPECTUS IS VALID  ONLY WHEN ACCOMPANIED BY  THE CURRENT PROSPECTUSES  OF
THE  FUNDS AND THE  GUARANTEED ACCUMULATION ACCOUNT.  ALL PROSPECTUSES SHOULD BE
READ AND RETAINED FOR FUTURE REFERENCE.
 
THESE SECURITIES HAVE  NOT BEEN APPROVED  OR DISAPPROVED BY  THE SECURITIES  AND
EXCHANGE  COMMISSION OR ANY  STATE SECURITIES COMMISSION  NOR HAS THE SECURITIES
AND EXCHANGE  COMMISSION OR  ANY  STATE SECURITIES  COMMISSION PASSED  UPON  THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
 
  THIS PROSPECTUS AND THE STATEMENT OF ADDITIONAL INFORMATION ARE DATED MAY 1,
                                     1996.
<PAGE>
                               TABLE OF CONTENTS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
<TABLE>
<S>                                                                <C>
DEFINITIONS......................................................     DEFINITIONS - 1
PROSPECTUS SUMMARY...............................................         SUMMARY - 1
FEE TABLE........................................................       FEE TABLE - 1
CONDENSED FINANCIAL INFORMATION..................................     AUV HISTORY - 1
THE COMPANY......................................................                   1
VARIABLE ANNUITY ACCOUNT C.......................................                   1
INVESTMENT OPTIONS...............................................                   1
    The Funds....................................................                   1
    Credited Interest Options....................................                   4
PURCHASE.........................................................                   4
    Contract Availability........................................                   4
    Purchasing Interests in the Contract.........................                   4
    Rights Under the Contract....................................                   4
    Right to Cancel..............................................                   4
CHARGES AND DEDUCTIONS...........................................                   5
    Daily Deductions from the Separate Account...................                   5
    Mortality and Expense Risk Charge............................                   5
    Asset-Based Sales Charge.....................................                   5
    Administrative Expense Charge................................                   5
    Fund Expenses................................................                   5
    Premium and Other Taxes......................................                   5
CONTRACT VALUATION...............................................                   6
    Account Value................................................                   6
    Accumulation Units...........................................                   6
    Net Investment Factor........................................                   6
TRANSFERS........................................................                   6
    Dollar Cost Averaging Program................................                   6
WITHDRAWALS......................................................                   7
    Reinvestment Privilege.......................................                   7
CONTRACT LOANS...................................................                   7
ADDITIONAL WITHDRAWAL OPTIONS....................................                   8
DEATH BENEFIT DURING ACCUMULATION PERIOD.........................                   8
ANNUITY PERIOD...................................................                   9
    Annuity Period Elections.....................................                   9
    Annuity Options..............................................                   9
    Duration of Annuity Payments.................................                  10
    Charges Deducted During the Annuity Period...................                  11
    Death Benefit Payable During the Annuity Period..............                  11
TAX STATUS.......................................................                  11
    Introduction.................................................                  11
    Taxation of the Company......................................                  11
    Contracts Used with Certain Retirement Plans.................                  11
</TABLE>
<PAGE>
<TABLE>
<S>                                                                <C>
MISCELLANEOUS....................................................                  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
    Legal Matters and Proceedings................................                  15
CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION..............                  15
APPENDIX I--GUARANTEED ACCUMULATION ACCOUNT......................                  16
APPENDIX II--FIXED PLUS ACCOUNT..................................                  17
</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 which identifies contract values accumulated on behalf of each
Participant  during the Accumulation  Period. One or  more Employee Accounts and
Employer Accounts may be established for each Participant.
 
ACCOUNT VALUE: The total dollar value of  amounts held in an Account as of  each
Valuation Date during the Accumulation Period.
 
ACCOUNT  YEAR: A  period of  twelve months  measured from  the date  on which an
Account is  established (the  effective date)  or from  an anniversary  of  such
effective date.
 
ACCUMULATION  PERIOD: The period during which Purchase Payment(s) credited to an
Account are invested to fund future annuity payments.
 
ACCUMULATION UNIT: A  measure of  the value  of each  Subaccount before  annuity
payments begin.
 
ANNUITANT:  The person on whose life or life expectancy the annuity payments are
based.
 
ANNUITY: A series of payments  for life, a definite  period or a combination  of
the two.
 
ANNUITY DATE: The date on which annuity payments begin.
 
ANNUITY PERIOD: The period during which annuity payments are made.
 
ANNUITY  UNIT: A  measure of  the value of  each Subaccount  selected during the
Annuity Period.
 
BENEFICIARY(IES): The person(s) entitled to  receive any death benefit upon  the
death of the Participant.
 
CODE: Internal Revenue Code of 1986, as amended.
 
COMPANY (WE, US): Aetna Life Insurance and Annuity Company.
 
CONTRACT:  The  group  deferred  variable  annuity  contracts  offered  by  this
Prospectus.
 
CONTRACT HOLDER: The entity to whom the Contract is issued. The Contract  Holder
is usually the employer.
 
CREDITED  INTEREST OPTIONS: The  fixed interest options  under the Contract. The
Credited Interest  Options  currently  consist of  the  Guaranteed  Accumulation
Account and the Fixed Plus Account, each of which is described in an Appendix to
this Prospectus. Amounts allocated to the Credited Interest Options are included
in the Account Value.
 
EMPLOYEE  ACCOUNT:  An  account  that is  credited  with  payments  derived from
employee salary reduction or salary deduction contributions (as provided for  by
the  Plan)  and  remitted to  the  Company by  the  employer on  behalf  of each
Participant.
 
EMPLOYER ACCOUNT: An account that is credited with net Purchase Payments made by
the Contract Holder.
 
SECTION 403(B) CONTRACT: A contract that accepts Purchase Payments made pursuant
to Code  Section  403(b) and  transferred  funds attributable  to  Code  Section
403(b).
 
SECTION 401(A) CONTRACT: A Contract that accepts Purchase Payments made pursuant
to  Code Section  401(a) and  transferred funds  attributable to  Section 401(a)
contributions. Section 401(a)  Contracts issued  to some Plans  may also  accept
Purchase  Payments made  pursuant to Code  Section 414(h)  and transferred funds
attributable to Section 414(h).
 
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.
 
- --------------------------------------------------------------------------------
                                DEFINITIONS - 1
<PAGE>
LOAN  ACCOUNT: An account  established for record  keeping purposes and credited
with the amount of any loan.
 
PARTICIPANT (YOU): A person  participating in a Plan  maintained by an  eligible
organization.
 
PLAN(S):  Tax-deferred  retirement  plans  adopted  by  public  higher education
systems for their employees under Section 401(a) or Section 403(b) of the Code.
 
PURCHASE PAYMENT(S):  The gross  payment(s)  submitted to  the Company  under  a
Contract.
 
SEPARATE  ACCOUNT: Variable Annuity Account C, a separate account established by
the Company for the purpose of funding variable annuity contracts issued by  the
Company.
 
SUBACCOUNT(S):  The  portion  of the  assets  of  the Separate  Account  that is
allocated to a particular  Fund. Each Subaccount invests  in the shares of  only
one corresponding Fund.
 
VALUATION  DATE:  The date  and time  at which  the value  of the  Subaccount is
calculated. Currently, this calculation occurs at  the close of business of  the
New  York Stock Exchange on any normal business day, Monday through Friday, that
the New York Stock Exchange is open.
 
- --------------------------------------------------------------------------------
                                DEFINITIONS - 2
<PAGE>
                               PROSPECTUS SUMMARY
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
CONTRACTS OFFERED
 
    The  Contracts  described in  this  Prospectus are  group  deferred variable
annuity contracts  issued  by Aetna  Life  Insurance and  Annuity  Company  (the
"Company").  The purpose of the Contract is  to accumulate values and to provide
benefits upon retirement.  The Contracts  are available for  state or  municipal
institutions of higher education to fund (1) tax-deferred annuity programs under
Section  403(b) of the  Code, and/or qualified  defined contribution plans under
Section 401(a) of the Code. Section 401 Contracts issued to some Plans may  also
accept  payments and  transferred funds made  pursuant to Section  414(h) of the
Code.
 
CONTRACT PURCHASE
 
    The Contract may be purchased by  state or municipal institutions of  higher
education on behalf of a group made up of their employees. One or more Contracts
are issued to the Contract Holder once we receive a completed master application
form(s).  Eligible employees may  participate in the  Contract by completing the
enrollment form  (and any  other  required forms)  and  submitting them  to  the
Company.  Purchase  Payments can  be applied  to the  Contract either  through a
lump-sum transfer from a pre-existing plan, through periodic salary reduction or
salary  deduction  (as   provided  for   by  the  Plan)   or  through   employer
contributions.  For  each  Contract,  one  or  more  Employee  Accounts  will be
established for contributions made by an  employee, and an Employer Account  may
be  established for contributions made by the employer on the employee's behalf.
(See "Purchase.")
 
FREE LOOK PERIOD
 
    You or the Contract Holder may  cancel participation in the Contract  within
10  days  after  you receive  the  Contract  or other  document  evidencing your
interest in the Contract (or longer if required by state law) by returning it to
the Company  along with  a  written notice  of  cancellation. Unless  state  law
requires  otherwise, the  amount that  will be  received upon  cancellation will
reflect the  investment  performance  of the  Subaccounts  into  which  Purchase
Payments  were deposited. In some cases this may be more or less than the amount
of Purchase Payments. (See "Purchase--Right to Cancel.")
 
INVESTMENT OPTIONS
 
    The Company has established  Variable Annuity Account  C, a registered  unit
investment  trust,  for  the purpose  of  funding  the variable  portion  of the
Contracts. The  Separate  Account  is  divided  into  Subaccounts  which  invest
directly in shares of the Funds described herein. The Contract allows investment
in  any or all of  the Subaccounts, as well as  in the Credited Interest Options
described below. For a complete list of the Funds available under the Contracts,
and a description of the  investment objectives of each  of the Funds and  their
investment advisers, see "Investment Options-- The Funds" in this Prospectus, as
well as the prospectuses for each of the Funds.
 
    The Contract also provides for investment in Credited Interest Options which
allow you to earn fixed rates of interest. The fixed options available under the
Contract  are the  Guaranteed Accumulation  Account ("GAA")  and the  Fixed Plus
Account. (See the Appendices to this Prospectus.)
 
CHARGES AND DEDUCTIONS
 
    Certain charges are associated with  these Contracts. These charges  include
daily  deductions  from the  Separate Account  (the  mortality and  expense risk
charges, an asset-based sales charge and  an administrative charge), as well  as
premium  and other taxes. The  Funds also incur certain  fees and expenses which
are deducted  directly from  the Funds.  (See  the Fee  Table and  "Charges  and
Deductions.")
 
TRANSFERS
 
    Prior  to  the Annuity  Date, and  subject  to certain  limitations, Account
Values may  be  transferred among  the  Subaccounts and  the  Credited  Interest
Options without charge. Transfers can be requested in writing or by telephone in
accordance  with the  Company's transfer procedures.  (See the  Appendices for a
full description  of the  restrictions  applicable to  transfers made  from  the
Credited Interest Options.) (See "Transfers.")
 
- --------------------------------------------------------------------------------
                                  SUMMARY - 1
<PAGE>
WITHDRAWALS
 
    All  or a part  of the Account Value  may be withdrawn  prior to the Annuity
Date, subject to Plan provisions, by properly completing a disbursement form and
sending it to the Company. Limitations apply to withdrawals from the Fixed  Plus
Account.  A  distribution can  be  made from  the  Employer Account  and certain
Employee Accounts  (as  provided  by  the Plan)  only  if  the  Contract  Holder
certifies  in  writing that  you are  eligible, both  as to  timing and  form of
distribution. The withdrawal will generally be subject to income tax and may  be
subject  to  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 are  not available  in  all states  and may  not  be suitable  in  every
situation. (See "Additional Withdrawal Options.")
 
LOANS
 
    If  allowed by the Plan, Participants may  request a loan from their Account
Value 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. 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 the 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. For
the Employer Account  and certain  Employee Accounts, the  Contract Holder  must
provide  written certification that  the distribution is  in accordance with the
terms of the Plan.  (See "Rights Under the  Contract.") Annuity Payments can  be
made on either a fixed, variable or combination fixed and variable basis. If you
choose a variable payout, the payments will vary with the investment performance
of  the  Subaccount(s) selected.  The Company  reserves the  right to  limit the
number of Subaccounts  that may  be available  during the  Annuity Period.  (See
"Annuity Period.")
 
TAXES
 
    Contributions  and  earnings  are  not generally  taxed  until  you  or your
beneficiary(ies) actually  receive  a  distribution from  the  Contract.  A  10%
federal  tax penalty  and a  20% withholding  for income  tax may  be imposed on
certain withdrawals. (See "Tax Status.")
 
INQUIRIES
 
    Questions, inquiries or requests for additional information can be  directed
to  your  agent or  local  representative, or  you  may contact  the  Company as
follows:
 
<TABLE>
 <S>                                                      <C>
 -  Write to:                                             Aetna Life Insurance and Annuity Company
                                                          151 Farmington Avenue
                                                          Hartford, Connecticut 06156-1277
                                                          Attention: Customer Service
 
 -  Call Customer Service:                                1-800-525-4225 (for automated transfers or changes
                                                          in the allocation of Account Values, call:
                                                          1-800-262-3862)
</TABLE>
 
- --------------------------------------------------------------------------------
                                  SUMMARY - 2
<PAGE>
                                   FEE TABLE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
This Fee Table describes  the various charges and  expenses associated with  the
Contract during the Accumulation Period. For amounts deducted during the Annuity
Period,  see  "Charges  Deducted During  the  Annuity Period."  The  charges and
expenses shown below do  not include premium taxes  that may be applicable.  For
more  information regarding the expenses paid out  of the assets of a particular
Fund, see the Fund's prospectus.
 
CHARGES AGAINST THE SEPARATE ACCOUNT. 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%
ASSET-BASED SALES CHARGE. We will monitor the deductions applicable to
each Account..........................................................      0.15%
for the total sales charges to ensure they will never exceed 8.5% of
the total Purchase
Payments actually made to the Account. The sales charges apply during
the
Accumulation Period only.
ADMINISTRATIVE EXPENSE CHARGE. We currently do not impose an
Administrative Expense................................................      0.00%
Charge. 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......................................      1.40%
                                                                        ---------
                                                                        ---------
</TABLE>
 
ANNUAL EXPENSES OF THE FUNDS
 
The  following table illustrates the advisory fees and other expenses applicable
to the Funds.  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. (Except  as noted,  the  following
figures  are  a percentage  of average  net assets  and, except  where otherwise
indicated, are based on figures for the year ended December 31, 1995.)
 
<TABLE>
<CAPTION>
                                                       INVESTMENT
                                                        ADVISORY
                                                        FEES(1)       OTHER EXPENSES   TOTAL FUND
                                                     (AFTER EXPENSE   (AFTER EXPENSE     ANNUAL
                                                     REIMBURSEMENT)   REIMBURSEMENT)    EXPENSES
                                                     --------------   --------------   -----------
 Aetna Variable Fund(2)                                   0.25%            0.06%          0.31%
 <S>                                                 <C>              <C>              <C>
 Aetna Income Shares(2)                                   0.25%            0.08%          0.33%
 Aetna Variable Encore Fund(2)                            0.25%            0.10%          0.35%
 Aetna Investment Advisers Fund, Inc.(2)                  0.25%            0.08%          0.33%
 Aetna Ascent Variable Portfolio(2)                       0.50%            0.15%          0.65%
 Aetna Crossroads Variable Portfolio(2)                   0.50%            0.15%          0.65%
 Aetna Legacy Variable Portfolio(2)                       0.50%            0.15%          0.65%
 Alger American Growth Portfolio                          0.75%            0.10%          0.85%
 Alger American Small Cap Portfolio                       0.85%            0.07%          0.92%
 Calvert Responsibly Invested Balanced Portfolio(3)       0.70%            0.13%          0.83%
 Fidelity VIP II Contrafund Portfolio(4)                  0.61%            0.11%          0.72%
 Fidelity VIP Equity-Income Portfolio                     0.51%            0.10%          0.61%
 Fidelity VIP Growth Portfolio                            0.61%            0.09%          0.70%
 Fidelity VIP Overseas Portfolio                          0.76%            0.15%          0.91%
 Franklin Government Securities Trust(5)                  0.63%            0.13%          0.76%
 Janus Aspen Aggressive Growth Portfolio(6)               0.75%            0.11%          0.86%
 Janus Aspen Balanced Portfolio(6)                        0.82%            0.55%          1.37%
 Janus Aspen Flexible Income Portfolio                    0.65%            0.42%          1.07%
 Janus Aspen Growth Portfolio(6)                          0.65%            0.13%          0.78%
 Janus Aspen Short-Term Bond Portfolio(6)                 0.00%            0.70%          0.70%
</TABLE>
 
- --------------------------------------------------------------------------------
                                 FEE TABLE - 1
<PAGE>
<TABLE>
<CAPTION>
                                                       INVESTMENT
                                                        ADVISORY
                                                        FEES(1)       OTHER EXPENSES   TOTAL FUND
                                                     (AFTER EXPENSE   (AFTER EXPENSE     ANNUAL
                                                     REIMBURSEMENT)   REIMBURSEMENT)    EXPENSES
                                                     --------------   --------------   -----------
 <S>                                                 <C>              <C>              <C>
 Janus Aspen Worldwide Growth Portfolio(6)                0.68%            0.22%          0.90%
 Lexington Natural Resources Trust                        1.00%            0.47%          1.47%
 Neuberger & Berman Growth Portfolio(7)                   0.84%            0.10%          0.94%
 Scudder International Portfolio Class A Shares           0.88%            0.20%          1.08%
 TCI Growth(8)                                            1.00%            0.00%          1.00%
</TABLE>
 
- --------------------------
(1) Certain  of  the  unaffiliated  Fund  advisers  reimburse  the  Company  for
    administrative  costs incurred in connection with administering the Funds as
    variable funding options under the  Contract. These reimbursements are  paid
    out of the investment advisory fees and are not charged to investors.
(2)As of May 1, 1996, the Company will provide administrative services to the
   Fund and will assume the Fund's ordinary recurring direct costs under an
   Administrative Services Agreement. The "Other Expenses" shown are not based
   on figures for the year ended December 31, 1995, but reflect the fee payable
   under this Agreement.
(3)The  Management and  Advisory Fees are  subject to  a performance adjustment,
   after July 1, 1996, which could  cause the fee to be  as high as 0.85% or  as
   low  as 0.55%, depending on performance. "Other Expenses" reflect an indirect
   fee of  0.02%. Net  fund operating  expenses after  reduction for  fees  paid
   indirectly would be 0.81%.
(4) A  portion of the brokerage commissions the Fund paid was used to reduce its
    expenses. Without this reduction, total  operating expenses would have  been
    0.73% for the Contrafund Portfolio.
(5)An  expense reimbursement arrangement  was in effect  until February 1, 1996;
   however, it  is  no longer  in  effect. The  Advisory  Fee and  Total  Annual
   Expenses  shown  above  reflect  the  actual  expenses  of  the  Fund  before
   reimbursement, as if such arrangement had not been in effect during 1995.
(6)The information for each Portfolio is  net of fee waivers or reductions  from
   Janus  Capital. Fee reductions  for the Aggressive  Growth, Balanced, Growth,
   and Worldwide Growth Portfolios reduce the management fee to the level of the
   corresponding Janus  retail  fund. Other  waivers  if applicable,  are  first
   applied  against the management fee and  then against other expenses. Without
   such waivers  or reductions,  the Management  Fee, Other  Expenses and  Total
   Portfolio  Operating Expenses  would have  been 0.82%,  0.11%, and  0.93% for
   Aggressive Growth  Portfolio; 1.00%,  0.55%,  1.55% for  Balanced  Portfolio;
   0.85%,  0.13%  and 0.98%  for Growth  Portfolio; 0.65%,  0.72% and  1.37% for
   Short-Term Bond Portfolio  and 0.87%,  0.22% and 1.09%  for Worldwide  Growth
   Portfolio; respectively. Janus Capital may modify or terminate the waivers or
   reductions  at any  time upon  90 days'  notice to  the Portfolio's  Board of
   Trustees.
(7)Neuberger and Berman Advisers Management Trust (the "Trust") is divided  into
   portfolios  ("Portfolios"), each of  which invests all  of its net investable
   assets in  a  corresponding series  ("Series")  of Advisers  Managers  Trust.
   Expenses  in  the table  reflect expenses  of the  Portfolio and  include the
   Portfolio's pro rata  portion of  the operating expenses  of the  Portfolio's
   corresponding  Series. The Portfolio pays  Neuberger & Berman Management Inc.
   ("NBMI") an administration fee based on the Portfolio's net asset value.  The
   corresponding Series of the Portfolio pays NBMI a management fee based on the
   Series' average daily net assets. Accordingly, this table combines management
   fees  at the Series level and administration fees at the Portfolio level in a
   unified fee rate. (See "Expenses" in the Trust's prospectus.)
(8) The Portfolio's investment adviser pays all expenses of the Portfolio except
    brokerage commissions, taxes, interest, fees, expenses of the non-interested
    person directors (including counsel fees) and extraordinary expenses.  These
    expenses  have historically represented  a very small  percentage (less than
    0.01%) of total net assets in a fiscal year.
 
- --------------------------------------------------------------------------------
                                 FEE TABLE - 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.
 
Whether or not  you withdraw or  if you  annuitize your Account,  assuming a  5%
annual  return on assets, you would have paid the following expenses on a $1,000
investment at the end of the applicable time period:
 
<TABLE>
<CAPTION>
                                                                3
                                                     1 YEAR   YEARS    5 YEARS   10 YEARS
                                                     ------   ------   -------   --------
 <S>                                                 <C>      <C>      <C>       <C>
 Aetna Variable Fund                                   $17      $54      $ 93      $202
 Aetna Income Shares                                   $18      $54      $ 94      $204
 Aetna Variable Encore Fund                            $18      $55      $ 95      $206
 Aetna Investment Advisers Fund, Inc.                  $18      $54      $ 94      $204
 Aetna Ascent Variable Portfolio                       $21      $64      $110      $238
 Aetna Crossroads Variable Portfolio                   $21      $64      $110      $238
 Aetna Legacy Variable Portfolio                       $21      $64      $110      $238
 Alger American Growth Portfolio                       $23      $70      $120      $258
 Alger American Small Cap Portfolio                    $24      $72      $124      $266
 Calvert Responsibly Invested Balanced Portfolio       $23      $70      $119      $256
 Fidelity VIP II Contrafund Portfolio                  $22      $66      $114      $245
 Fidelity VIP Equity-Income Portfolio                  $20      $63      $108      $234
 Fidelity VIP Growth Portfolio                         $21      $66      $113      $243
 Fidelity VIP Overseas Portfolio                       $23      $72      $124      $265
 Franklin Government Securities Trust                  $22      $68      $116      $249
 Janus Aspen Aggressive Growth Portfolio               $23      $71      $121      $260
 Janus Aspen Balanced Portfolio                        $28      $86      $146      $310
 Janus Aspen Flexible Income Portfolio                 $25      $77      $132      $281
 Janus Aspen Growth Portfolio                          $22      $68      $117      $251
 Janus Aspen Short-Term Bond Portfolio                 $21      $66      $113      $243
 Janus Aspen Worldwide Growth Portfolio                $23      $72      $123      $264
 Lexington Natural Resources Trust                     $29      $89      $151      $320
 Neuberger & Berman Growth Portfolio                   $24      $73      $125      $268
 Scudder International Portfolio Class A Shares        $25      $77      $132      $282
 TCI Growth                                            $24      $75      $128      $274
</TABLE>
 
- --------------------------------------------------------------------------------
                                 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
FOUR-YEAR PERIOD  ENDED  DECEMBER  31,  1995,  IS  DERIVED  FROM  THE  FINANCIAL
STATEMENTS OF THE SEPARATE ACCOUNT, WHICH FINANCIAL STATEMENTS HAVE BEEN AUDITED
BY  KPMG PEAT MARWICK LLP, INDEPENDENT  AUDITORS. THE FINANCIAL STATEMENTS AS OF
AND FOR THE YEAR  ENDED DECEMBER 31, 1995  AND THE INDEPENDENT AUDITORS'  REPORT
THEREON, ARE INCLUDED IN THE STATEMENT OF ADDITIONAL INFORMATION.
 
<TABLE>
<CAPTION>
                                                                                    1995       1994       1993       1992
                                                                                  ---------  ---------  ---------  ---------
<S>                                                                               <C>        <C>        <C>        <C>
AETNA VARIABLE FUND
Value at beginning of period                                                        $10.823    $11.083    $10.531    $10.000(2)
Value at end of period                                                              $14.113    $10.823    $11.083    $10.531
Increase (decrease) in value of accumulation unit(1)                                  30.40%     (2.35)%      5.24%      5.31%
Number of accumulation units outstanding at end of period                           121,691     77,511     37,807      3,948
AETNA INCOME SHARES
Value at beginning of period                                                        $10.536    $11.107    $10.271    $10.000(2)
Value at end of period                                                              $12.283    $10.536    $11.107    $10.271
Increase (decrease) in value of accumulation unit(1)                                  16.59%     (5.14)%      8.14%      2.71%
Number of accumulation units outstanding at end of period                            20,427     14,482      4,936        416
AETNA VARIABLE ENCORE FUND
Value at beginning of period                                                        $10.523    $10.252    $10.076    $10.000(2)
Value at end of period                                                              $11.003    $10.523    $10.252    $10.076
Increase (decrease) in value of accumulation unit(1)                                   4.57%      2.64%      1.75%      0.76%
Number of accumulation units outstanding at end of period                            19,202     12,934      3,066        547
AETNA INVESTMENT ADVISERS FUND, INC.
Value at beginning of period                                                        $10.900    $11.109    $10.253    $10.000(2)
Value at end of period                                                              $13.693    $10.900    $11.109    $10.253
Increase (decrease) in value of accumulation unit(1)                                  25.62%     (1.88)%      8.35%      2.53%
Number of accumulation units outstanding at end of period                            19,038     11,773      6,540        221
AETNA ASCENT VARIABLE PORTFOLIO
Value at beginning of period                                                        $10.000(6)
Value at end of period                                                              $10.666
Increase (decrease) in value of accumulation unit(1)                                   6.66%
Number of accumulation units outstanding at end of period                               202
AETNA CROSSROADS VARIABLE PORTFOLIO
Value at beginning of period                                                        $10.000(6)
Value at end of period                                                              $10.605
Increase (decrease) in value of accumulation unit(1)                                   6.05%
Number of accumulation units outstanding at end of period                               243
AETNA LEGACY VARIABLE PORTFOLIO
Value at beginning of period                                                        $10.000(6)
Value at end of period                                                              $10.573
Increase (decrease) in value of accumulation unit(1)                                   5.73%
Number of accumulation units outstanding at end of period                                 0
ALGER AMERICAN GROWTH PORTFOLIO
Value at beginning of period                                                        $10.000(6)
Value at end of period                                                              $10.365
Increase (decrease) in value of accumulation unit(1)                                   3.65%
Number of accumulation units outstanding at end of period                             7,966
</TABLE>
 
- --------------------------------------------------------------------------------
                                AUV HISTORY - 1
<PAGE>
                  CONDENSED FINANCIAL INFORMATION (CONTINUED)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                    1995       1994       1993       1992
                                                                                  ---------  ---------  ---------  ---------
ALGER AMERICAN SMALL CAP PORTFOLIO
<S>                                                                               <C>        <C>        <C>        <C>
Value at beginning of period                                                        $ 9.461    $10.000    $10.000(3)
Value at end of period                                                              $13.463    $ 9.461    $10.000
Increase (decrease) in value of accumulation unit(1)                                  42.29%     (5.39)%      0.00%
Number of accumulation units outstanding at end of period                            31,528      4,575          2
CALVERT RESPONSIBLY INVESTED BALANCED PORTFOLIO
Value at beginning of period                                                        $10.839    $11.352    $10.589    $10.000(2)
Value at end of period                                                              $13.870    $10.839    $11.352    $10.589
Increase (decrease) in value of accumulation unit(1)                                  27.96%     (4.52)%      7.21%      5.89%
Number of accumulation units outstanding at end of period                            14,656      8,469      2,383        125
FIDELITY VIP II CONTRAFUND PORTFOLIO
Value at beginning of period                                                        $10.000(6)
Value at end of period                                                              $10.461
Increase (decrease) in value of accumulation unit(1)                                   4.61%
Number of accumulation units outstanding at end of period                             6,415
FIDELITY VIP EQUITY-INCOME PORTFOLIO
Value at beginning of period                                                        $10.000(6)
Value at end of period                                                              $11.047
Increase (decrease) in value of accumulation unit(1)                                  10.47%
Number of accumulation units outstanding at end of period                             1,108
FIDELITY VIP GROWTH PORTFOLIO
Value at beginning of period                                                        $10.000(6)
Value at end of period                                                              $10.183
Increase (decrease) in value of accumulation unit(1)                                   1.83%
Number of accumulation units outstanding at end of period                             2,541
FIDELITY VIP OVERSEAS PORTFOLIO
Value at beginning of period                                                        $10.000(6)
Value at end of period                                                              $ 9.954
Increase (decrease) in value of accumulation unit(1)                                  (0.46)%
Number of accumulation units outstanding at end of period                               191
FRANKLIN GOVERNMENT SECURITIES TRUST
Value at beginning of period                                                        $10.294    $10.843    $10.214    $10.000(2)
Value at end of period                                                              $11.946    $10.294    $10.843    $10.214
Increase (decrease) in value of accumulation unit(1)                                  16.06%     (5.06)%      6.16%      2.14%
Number of accumulation units outstanding at end of period                            16,226     10,738      4,409        470
JANUS ASPEN AGGRESSIVE GROWTH PORTFOLIO
Value at beginning of period                                                        $10.577    $10.000(4)
Value at end of period                                                              $13.296    $10.577
Increase (decrease) in value of accumulation unit(1)                                  25.71%      5.77%
Number of accumulation units outstanding at end of period                            15,482        820
JANUS ASPEN BALANCED PORTFOLIO
Value at beginning of period                                                        $10.000(6)
Value at end of period                                                              $10.843
Increase (decrease) in value of accumulation unit(1)                                   8.43%
Number of accumulation units outstanding at end of period                               160
JANUS ASPEN FLEXIBLE INCOME PORTFOLIO
Value at beginning of period                                                        $10,000(7)   $10.000
Value at end of period                                                              $12.054    $10.000
Increase (decrease) in value of accumulation unit(1)                                  20.54%      0.00%
Number of accumulation units outstanding at end of period                               745          0
</TABLE>
 
- --------------------------------------------------------------------------------
                                AUV HISTORY - 2
<PAGE>
                  CONDENSED FINANCIAL INFORMATION (CONTINUED)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                    1995       1994       1993       1992
                                                                                  ---------  ---------  ---------  ---------
JANUS ASPEN GROWTH PORTFOLIO
<S>                                                                               <C>        <C>        <C>        <C>
Value at beginning of period                                                        $10.000(6)
Value at end of period                                                              $10.872
Increase (decrease) in value of accumulation unit(1)                                   8.72%
Number of accumulation units outstanding at end of period                               166
JANUS ASPEN SHORT-TERM BOND PORTFOLIO
Value at beginning of period                                                        $10.000(6)
Value at end of period                                                              $10.316
Increase (decrease) in value of accumulation unit(1)                                   3.16%
Number of accumulation units outstanding at end of period                                24
JANUS ASPEN WORLDWIDE GROWTH PORTFOLIO
Value at beginning of period                                                        $10.000(8)
Value at end of period                                                              $10.952
Increase (decrease) in value of accumulation unit(1)                                   9.52%
Number of accumulation units outstanding at end of period                            11,128
LEXINGTON NATURAL RESOURCES TRUST
Value at beginning of period                                                        $10.496    $11.261    $10.196    $10.000(2)
Value at end of period                                                              $12.095    $10.496    $11.261    $10.196
Increase (decrease) in value of accumulation unit(1)                                  15.24%     (6.79)%     10.45%      1.96%
Number of accumulation units outstanding at end of period                             8,348      7,350      2,438        165
NEUBERGER & BERMAN GROWTH PORTFOLIO
Value at beginning of period                                                        $11.055    $11.796    $10.927    $10.000(2)
Value at end of period                                                              $14.359    $11.055    $11.796    $10.927
Increase (decrease) in value of accumulation unit(1)                                  29.89%     (6.28)%      7.95%      9.27%
Number of accumulation units outstanding at end of period                            35,941     21,935      7,403        477
SCUDDER INTERNATIONAL PORTFOLIO CLASS A SHARES
Value at beginning of period                                                        $12.595    $12.883    $ 9.539    $10.000(2)
Value at end of period                                                              $13.799    $12.595    $12.883    $ 9.539
Increase (decrease) in value of accumulation unit(1)                                   9.56%     (2.24)%     35.06%     (4.81)%
Number of accumulation units outstanding at end of period                            38,067     22,036      4,560        281
TCI GROWTH
Value at beginning of period                                                        $11.740    $12.046    $10.000(5)
Value at end of period                                                              $15.176    $11.740    $12.046
Increase (decrease) in value of accumulation unit(1)                                  29.27%     (2.54)%     20.46%
Number of accumulation units outstanding at end of period                            24,826     15,078      4,104
</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.
 
(2) The  initial Accumulation Unit value was  established at $10.000 on July 20,
    1992.
 
(3) The initial Accumulation Unit value was established at $10.000 on  September
    17,  1993,  the  date on  which  the  Portfolio became  available  under the
    Contract.
 
(4) The initial  Accumulation  Unit  value was  established  at  $10.000  during
    October 1994, when funds were first received in this option.
 
(5) The  initial Accumulation Unit value was  established at $10.000 on February
    1, 1993.
 
(6) Reflects less  than  a  full  year  of  performance  activity.  The  initial
    Accumulation  Unit value was established at $10.000 during August 1995, when
    the Fund became available under the Contract.
 
(7) Reflects less than  a full year  of performance activity.  Funds were  first
    available in this option during March 1995.
 
(8) Reflects  less  than  a  full  year  of  performance  activity.  The initial
    Accumulation Unit value was  established at $10.000  during July 1995,  when
    the Fund became available under the Contract.
 
- --------------------------------------------------------------------------------
                                AUV HISTORY - 3
<PAGE>
                                  THE COMPANY
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
    Aetna  Life Insurance and  Annuity Company (the "Company")  is the issuer of
the Contract, and  as such, it  is responsible for  providing the insurance  and
annuity  benefits  under the  Contract. The  Company is  a stock  life insurance
company organized under the insurance laws of the State of Connecticut in  1976.
Through  a merger, it succeeded  to the business of  Aetna Variable Annuity Life
Insurance Company  (formerly Participating  Annuity Life  Insurance Company,  an
Arkansas  life insurance company  organized in 1954). The  Company is engaged in
the business of issuing life  insurance policies and variable annuity  contracts
in  all states of  the United States. The  Company's principal executive offices
are located at 151 Farmington Avenue, Hartford, Connecticut 06156.
 
    The Company is a wholly owned subsidiary of Aetna Retirement Holdings, Inc.,
which is in turn  a wholly owned subsidiary  of Aetna Retirement Services,  Inc.
and an indirect wholly owned subsidiary of Aetna Life and Casualty Company.
 
                           VARIABLE ANNUITY ACCOUNT C
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
    The  Company established Variable Annuity Account C (the "Separate Account")
in 1976 as a segregated  asset account for the  purpose of funding its  variable
annuity contracts. The Separate Account is registered as a unit investment trust
under  the  Investment Company  Act  of 1940  (the  "1940 Act"),  and  meets the
definition of "separate account" under the federal securities laws. The Separate
Account is divided into  "subaccounts" which do not  invest directly in  stocks,
bonds  or other investments. Instead, each Subaccount buys and sells shares of a
corresponding Fund.
 
    Although the Company holds title to the assets of the Separate Account, such
assets are not  chargeable with liabilities  arising out of  any other  business
conducted  by the Company. Income,  gains or losses of  the Separate Account are
credited to or charged against the assets of the Separate Account without regard
to 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.  Not all Funds may be available
in all jurisdictions, or under all Contracts, or under all Plans.
 
    The investment results  of the Funds  described below are  likely to  differ
significantly and there is no assurance that any of the Funds will achieve their
respective investment objectives. Except where otherwise noted, all of the Funds
are diversified, as defined in the 1940 Act.
 
- -AETNA  VARIABLE FUND  seeks to maximize  total return through  investments in a
 diversified portfolio of common stocks  and securities convertible into  common
 stock.(1)
 
- -AETNA  INCOME SHARES seeks to maximize total return, consistent with reasonable
 risk, through investments  in a diversified  portfolio consisting primarily  of
 debt securities.(1)
 
- -AETNA  VARIABLE ENCORE  FUND seeks to  provide high  current return, consistent
 with preservation of capital and liquidity, through investment in  high-quality
 money  market instruments.  An investment  in the  Fund is  neither insured nor
 guaranteed by the U.S. Government.(1)
 
- --------------------------------------------------------------------------------
                                       1
<PAGE>
- -AETNA INVESTMENT ADVISERS FUND, INC. is a managed fund which seeks to  maximize
 investment  return consistent with reasonable  safety of principal by investing
 in one  or  more  of  the  following asset  classes:  stocks,  bonds  and  cash
 equivalents  based on the Company's  judgment of which of  those sectors or mix
 thereof offers the best investment prospects.(1)
 
- -AETNA GENERATION  PORTFOLIOS, INC.--AETNA  ASCENT VARIABLE  PORTFOLIO seeks  to
 provide  capital appreciation by allocating  its investments among equities and
 fixed income securities. The Portfolio  is managed for investors who  generally
 have  an investment horizon  exceeding 15 years,  and who have  a high level of
 risk tolerance.(1)
 
- -AETNA GENERATION PORTFOLIOS, INC.--AETNA CROSSROADS VARIABLE PORTFOLIO seeks to
 provide total return (i.e., income and capital appreciation, both realized  and
 unrealized)  by  allocating its  investments  among equities  and  fixed income
 securities. The  Portfolio  is managed  for  investors who  generally  have  an
 investment  horizon exceeding 10  years and who  have a moderate  level of risk
 tolerance.(1)
 
- -AETNA GENERATION  PORTFOLIOS, INC.--AETNA  LEGACY VARIABLE  PORTFOLIO seeks  to
 provide  total return consistent with preservation of capital by allocating its
 investments among  equities  and  fixed income  securities.  The  Portfolio  is
 managed  for investors who generally have  an investment horizon exceeding five
 years and who have a low level of risk tolerance.(1)
 
- -ALGER AMERICAN FUND--ALGER  AMERICAN GROWTH PORTFOLIO  seeks long-term  capital
 appreciation  by  investing in  a  diversified, actively  managed  portfolio of
 equity securities.  The Portfolio  primarily invests  in equity  securities  of
 companies which have a market capitalization of $1 billion or greater.(2)
 
- -ALGER  AMERICAN  FUND--ALGER  AMERICAN  SMALL  CAPITALIZATION  PORTFOLIO  seeks
 long-term capital appreciation. Except during temporary defensive periods,  the
 Portfolio  invests at  least 65%  of its total  assets in  equity securities of
 companies that, at the time of  purchase of such securities, have total  market
 capitalization  within  the range  of companies  included  in the  Russell 2000
 Growth Index, updated quarterly. The Russell  2000 Growth Index is designed  to
 track the performance of small capitalization companies. At March 31, 1996, the
 range  of  market capitalization  of these  companies was  $20 million  to $3.0
 billion.(2)
 
- -CALVERT RESPONSIBLY INVESTED BALANCED  PORTFOLIO is a NONDIVERSIFIED  portfolio
 that  seeks growth  of capital  through investment  in enterprises  that make a
 significant contribution to  society through  their products  and services  and
 through the way they do business.(3)
 
- -FIDELITY INVESTMENTS' VARIABLE INSURANCE PRODUCTS FUND II--CONTRAFUND PORTFOLIO
 seeks  maximum total return  over the long  term by investing  mainly in equity
 securities of companies that are undervalued or out-of-favor.(4)
 
- -FIDELITY INVESTMENTS' VARIABLE INSURANCE PRODUCTS FUND--EQUITY-INCOME PORTFOLIO
 seeks reasonable  income  by  investing primarily  in  income-producing  equity
 securities. In selecting investments, the Fund also considers the potential for
 capital appreciation.(4)
 
- -FIDELITY  INVESTMENTS' VARIABLE INSURANCE PRODUCTS FUND--GROWTH PORTFOLIO seeks
 capital appreciation  by  investing  mainly  in  common  stocks,  although  its
 investments are not restricted to any one type of security.(4)
 
- -FIDELITY INVESTMENTS VARIABLE INSURANCE PRODUCTS FUND--OVERSEAS PORTFOLIO seeks
 long-term growth by investing mainly in foreign securities (at least 65% of the
 Fund's  total assets  in securities  of issuers  from at  least three countries
 outside of North America).(4)
 
- -FRANKLIN GOVERNMENT  SECURITIES  TRUST  seeks  income  through  investments  in
 obligations  of  the  U.S.  Government or  its  agencies  or instrumentalities,
 primarily GNMA obligations.(5)
 
- -JANUS ASPEN SERIES--AGGRESSIVE GROWTH  PORTFOLIO is a 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  December 29, 1995  included companies with  capitalizations
 between  approximately $118 million and $7.5  billion, but which is expected to
 change on a regular basis.(6)
 
- -JANUS  ASPEN  SERIES--BALANCED  PORTFOLIO   seeks  long-term  capital   growth,
 consistent  with preservation  of capital and  balanced by  current income. The
 Portfolio   pursues   its   investment    objective   by   investing    40%-60%
 
- --------------------------------------------------------------------------------
                                       2
<PAGE>
 of  its  assets  in  equity  securities  selected  primarily  for  their growth
 potential and  40%-60%  of  its  assets  in  fixed-income  securities  selected
 primarily for their income potential.(6)
 
- -JANUS  ASPEN SERIES--FLEXIBLE  INCOME PORTFOLIO  seeks to  obtain maximum total
 return, consistent with preservation  of capital. Total  return is expected  to
 result  from  a combination  of current  income  and capital  appreciation. The
 Portfolio invests in  all types  of income  producing securities  and may  have
 substantial  holdings of  debt securities  rated below  investment grade (e.g.,
 junk bonds).(6)
 
- -JANUS ASPEN SERIES--GROWTH  PORTFOLIO seeks  long-term growth of  capital in  a
 manner  consistent with the preservation of  capital. The Portfolio pursues its
 investment objective by investing in common stocks of companies of any size.(6)
 
- -JANUS ASPEN SERIES--SHORT-TERM BOND PORTFOLIO seeks as high a level of  current
 income as is consistent with preservation of capital. The Portfolio pursues its
 investment  objective  by  investing primarily  in  short-and intermediate-term
 fixed income securities.(6)
 
- -JANUS ASPEN  SERIES--WORLDWIDE  GROWTH  PORTFOLIO  seeks  long-term  growth  of
 capital  in a  manner consistent  with preservation  of capital.  The Portfolio
 pursues its investment objective primarily through investments in common stocks
 of foreign and domestic issuers.(6)
 
- -LEXINGTON NATURAL  RESOURCES TRUST  is a  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  generally  invests in
 securities believed  to to  have the  maximum potential  for long-term  capital
 appreciation.  The  Portfolio expects  to be  almost  fully invested  in common
 stocks, often  of  companies  that may  be  temporarily  out of  favor  in  the
 market.(8)
 
- -SCUDDER  VARIABLE LIFE INVESTMENT FUND-- INTERNATIONAL PORTFOLIO CLASS A SHARES
 seeks long-term growth  of capital  primarily through  diversified holdings  of
 marketable foreign equity investments.(9)
 
- -TCI  PORTFOLIOS,  INC.--TCI GROWTH  (A  TWENTIETH CENTURY  FUND)  seeks capital
 growth. The Fund seeks to achieve  its objective by investing in common  stocks
 (including securities convertible into common stocks) and other securities that
 meet  certain  fundamental and  technical standards  of  selection and,  in the
 opinion of the Fund's  investment manager, have  better than average  potential
 for appreciation.(10)
 
Investment Advisers for each of the Funds:
 (1) Aetna Life Insurance and Annuity Company
 (2) Fred Alger Management, Inc.
 (3) Calvert Asset Management Company, Inc.
 (4) Fidelity Management & Research Company
 (5) Franklin Advisers, Inc.
 (6) Janus Capital Corporation
 (7) Lexington Management Corporation (adviser); Market Systems Research
     Advisors, Inc. (subadviser)
 (8) Neuberger & Berman Management Inc. (Investment Manager); Neuberger &
     Berman, L.P. (Sub-Adviser)
 (9) Scudder, Stevens & Clark, Inc.
(10) Investors Research Corporation
 
    RISKS  ASSOCIATED WITH INVESTMENT  IN THE FUNDS.  Some of the  Funds may use
instruments known as derivatives as part of their investment strategies. The use
of certain derivatives may involve  high risk of volatility  to a Fund, and  the
use  of leverage in connection  with such derivatives can  also increase risk of
losses. Some of the Funds may also invest in foreign or international securities
which involve greater risks than U.S. investments.
 
    More comprehensive information, including  a discussion of potential  risks,
is  found in the  respective Fund prospectuses  which accompany this Prospectus.
You should  read  the  Fund  prospectuses  and  consider  carefully,  and  on  a
continuing  basis, which  Fund or  combination of Funds  is best  suited to your
long-term investment objectives.
 
    CONFLICTS OF INTEREST (MIXED  AND SHARED FUNDING). Shares  of the Funds  are
sold  to  each of  the Subaccounts  for funding  the variable  annuity contracts
issued by the Company. Shares of the  Funds may also be sold to other  insurance
companies  for the same purpose. This is referred to as "shared funding." Shares
of the Funds  may also  be used for  funding variable  life insurance  contracts
issued  or sponsored 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
 
- --------------------------------------------------------------------------------
                                       3
<PAGE>
order to identify any material irreconcilable conflicts which might arise and to
determine what action, if any, should be taken to address such conflict.
 
CREDITED INTEREST OPTIONS
 
    Purchase  Payments may be allocated to one  or more of the Credited Interest
Options available under the Contract as described below. The Contract Holder may
elect not to offer all Credited Interest Options under its Plan.
 
- - The Guaranteed  Accumulation  Account  (GAA) is  a  credited  interest  option
  through  which we guarantee stipulated rates of interest for stated periods of
  time. Amounts must remain in the GAA  for the full guaranteed term to  receive
  the quoted interest rates, or a market value adjustment (which may be positive
  or negative) will be applied. (See Appendix I.)
 
- - The  Fixed  Plus  Account is  a  part  of the  Company's  general  account and
  guarantees a minimum interest rate, as specified in the Contract. The  Company
  may  credit higher interest rates in its discretion. Withdrawals and transfers
  from the Fixed Plus Account are limited. (See Appendix II.)
 
                                    PURCHASE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
CONTRACT AVAILABILITY
 
    The Contracts  are designed  to fund  Plans adopted  by state  or  municipal
institutions  of  higher education  for their  employees. The  Plans may  be (1)
tax-deferred annuity  programs under  Section  403(b) of  the Code,  and/or  (2)
qualified  defined contribution  plans under  Section 401(a)  and 414(h)  of the
Code.
 
    Eligible participants in the Plan seeking to invest and accumulate money for
retirement can  purchase  individual interests  in  group Contracts.  The  group
Contract  is  generally  owned  by the  employer,  and  individual  accounts are
established for  each  Participant. For  each  Contract, one  or  more  Employee
Accounts  will  be established  for contributions  derived from  employee salary
reduction, and an Employer Account may be established for contributions made  by
the employer on the employee's behalf.
 
PURCHASING INTERESTS IN THE CONTRACT
 
    Eligible  organizations may acquire both types  (403(b) and 401(a)) of group
Contracts for  its Plans(s)  by submitting  the appropriate  master  application
form(s)  to the Company.  Once we approve  the application, a  group Contract is
generally issued to the employer as the group Contract Holder. Participants  may
purchase  interests in a group Contract by  submitting an enrollment form to the
Company.
 
    The Company must accept  or reject the enrollment  form within two  business
days  of receipt.  If the enrollment  materials 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
Participant, or under limited  circumstances, with the  consent of the  Contract
Holder pending acceptance of the form. If we agree to hold Purchase Payments for
longer  than the five business days based on the consent of the Contract Holder,
the Purchase  Payments will  be  deposited in  the  Aetna Variable  Encore  Fund
Subaccount until the forms are completed.
 
    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, and  there may  be limitations on  the number  of
investment  options that  can be selected  during the  Accumulation Period. (See
"Transfers.") The Code imposes a maximum limit on annual Purchase Payments which
may be excluded from a Participant's gross income. (See "Tax Status.")
 
RIGHTS UNDER THE CONTRACT
 
    You have a nonforfeitable right to  the value of your Employee Account.  You
have  a nonforfeitable right to the value of your Employer Account to the extent
of your vested percentage under the Plan as interpreted by the Contract  Holder.
You  may  select  the investment  options  for  your Employer  Account  and your
Employee Account.  You may  elect  an Annuity  option  for your  Account  Value;
however,  for your  Employer and certain  Employee Accounts (as  provided in the
Plan), the Contract Holder must certify that you are eligible for a distribution
and that the form of Annuity is permitted under the terms of the Plan.
 
RIGHT TO CANCEL
 
    The Contract or  participation under  the Contract may  be canceled  without
penalty  by returning  it (or  other document  evidencing your  interest) to the
Company with a written notice of intent to cancel. In most states, you have  ten
days to exercise this right; some states allow you a
 
- --------------------------------------------------------------------------------
                                       4
<PAGE>
longer  free-look period. When we receive  the request for cancellation, we will
return the Account Value, unless the laws of the state in which the Contract was
issued require that we return the initial Purchase Payment (if greater than  the
Account Value). In states that do not require a return of Purchase Payments, the
purchaser  bears  the entire  investment risk  for  amounts allocated  among the
Subaccounts during the free look period. Account Values will be determined as of
the Valuation Date on which we receive the request for cancellation at our  Home
Office.
 
                             CHARGES AND DEDUCTIONS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
DAILY DEDUCTIONS FROM THE SEPARATE ACCOUNT
 
    MORTALITY AND EXPENSE RISK CHARGE.  The Company makes a daily deduction from
each of the Subaccounts for the mortality and expense risk charge. The charge is
equal,  on an annual basis, to 1.25% of  the daily net assets of the Subaccounts
and compensates the  Company for  the assumption  of the  mortality and  expense
risks  under the Contract. The mortality risks are those assumed for our promise
to make lifetime payments according to annuity rates specified in the  Contract.
The  expense risk is the risk that  the actual expenses for costs incurred under
the Contract  will  exceed the  maximum  costs that  can  be charged  under  the
Contract.
 
    If the amount deducted for mortality and expense
risks is not sufficient to cover the mortality costs and expense shortfalls, the
loss  is borne  by the Company.  If the  deduction is more  than sufficient, the
excess may be used  to recover distribution expenses  relating to the  Contracts
and  as a source of profit to the  Company. The Company expects to make a profit
from the mortality and expense risk charge.
 
    ASSET-BASED SALES CHARGE.   There are no  deductions from Purchase  Payments
for  sales commissions or  related expenses. Sales  commissions and expenses are
advanced by the Company and recovered out of an asset-based sales charge that is
deducted from the Account in an amount that equals 0.15% on an annual basis. The
deduction is made from amounts held  in the Subaccounts during the  Accumulation
Period only. We will monitor each Account to ensure that the total sales charges
will  never exceed  8.5% of  the total  Purchase Payments  actually made  to the
Account.
 
    If  the  asset-based  sales  charges  are  insufficient  to  recover   sales
commissions,  such commissions would  be recovered out  of the Company's profits
from investment activities,  including the  mortality and  expense risk  charges
under  the Contract. For sales  commissions paid in connection  with the sale of
the Contracts, see "Distribution."
 
    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.
 
FUND EXPENSES
 
    Each Fund incurs  certain expenses  which are paid  out of  its net  assets.
These   expenses  include,  among  other  things,  the  investment  advisory  or
"management" fee. The expenses of  the Funds are set forth  in the Fee Table  in
this Prospectus and described more fully in the accompanying Fund prospectuses.
 
PREMIUM AND OTHER TAXES
 
    Several  states and municipalities impose a  premium tax on Annuities. These
taxes currently range from 0%  to 4%. The Company  reserves the right to  deduct
premium  tax against  Purchase Payments or  Account Values, but  no earlier than
when we have a tax liability under state law. The Company's current practice  is
to deduct for premium taxes at the time of complete withdrawal or annuitization.
In  addition to  the premium  tax, the  Company reserves  the right  to assess a
charge for any state or federal taxes  due against the Contract or the  Separate
Account assets. (See "Tax Status.")
 
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                                       5
<PAGE>
                               CONTRACT VALUATION
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
ACCOUNT VALUE
 
    Until  the Annuity  Date, the  Account Value  is the  total dollar  value of
amounts held in your Account as of any Valuation Date. The Account Value at  any
given  time is based on the value of the units held in each Subaccount, plus the
value of amounts held in any of the Credited Interest Options.
 
ACCUMULATION UNITS
 
    The value of your interests  in a Subaccount is  expressed as the number  of
"Accumulation  Units" that you  hold multiplied by  an "Accumulation Unit Value"
(or "AUV")  for each  unit.  The AUV  on any  Valuation  Date is  determined  by
multiplying  the value  on the immediately  preceding Valuation Date  by the net
investment factor  of that  Subaccount for  the period  between the  immediately
preceding  Valuation Date and  the current Valuation  Date. (See "Net Investment
Factor" below.) The Accumulation Unit Value  will be affected by the  investment
performance, expenses and charges of the applicable Fund and is reduced each day
by  a percentage that accounts for the daily assessment of mortality and expense
risk charges, the asset-based sales charge and the administrative expense 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;
(d) divided by  the total  value of  the Subaccount's  Accumulation and  Annuity
    Units on the preceding Valuation Date;
(e) minus a daily charge at the annual effective rate of 1.25% for mortality and
    expense  risks, 0.15% for asset-based sales charges (during the Accumulation
    Period only), and up to 0.25% as an administrative expense charge (currently
    0%).
 
    The gross investment rate may be either positive or negative.
 
                                   TRANSFERS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
    At any time prior to the Annuity  Date, you can transfer amounts held  under
your  Account 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 Contract and your Plan, as applicable.
 
    The  Company currently allows unlimited  transfers of accumulated amounts to
available investment  options  without  charge. However,  the  total  number  of
investment  options that  you may select  during the Accumulation  Period may be
limited, as set forth  on your enrollment form.  The minimum transfer amount  is
$500.  Any transfer will be based on the Accumulation Unit Value next determined
after the  Company  receives  a  valid transfer  request  at  its  Home  Office.
Transfers  are currently not available during  the Annuity Period; however, they
may be  available under  some  Annuity Options  beginning  later in  1996.  (See
"Annuity Period-- Annuity Options.")
 
DOLLAR COST AVERAGING PROGRAM
 
    You  may establish  automated transfers  of Account  Values on  a monthly or
quarterly basis through the Company's Dollar Cost Averaging Program. Dollar Cost
Averaging is a system for investing a fixed amount of
 
- --------------------------------------------------------------------------------
                                       6
<PAGE>
money at regular intervals over a period of time. Dollar Cost Averaging does not
ensure a profit  nor guarantee against  loss in a  declining market. You  should
consider  your financial  ability to continue  purchases through  periods of low
price levels. Please refer to the "Inquiries"
 
section of the  Prospectus Summary which  describes how you  can obtain  further
information.
 
                                  WITHDRAWALS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
    All  or a portion of  the Account Value may be  withdrawn at any time during
the Accumulation Period,  subject to the  withdrawal restrictions under  Section
403(b) Contracts described below, and subject to limitations on withdrawals from
the  Fixed  Plus Account.  The  Contract may  require  that the  Contract Holder
certify in writing  that you  are eligible  both as to  the timing  and form  of
distribution. To request a withdrawal, you must properly complete a disbursement
form  and send it to  our Home Office. Payments  for withdrawal requests will be
made in accordance  with SEC  requirements, but  normally not  later than  seven
calendar  days following our receipt of  a disbursement form. Withdrawals may be
requested in one of the following forms:
 
- -FULL WITHDRAWAL OF AN ACCOUNT:  The amount paid for  a full withdrawal will  be
 the  Account Value allocated to the Subaccounts and the Guaranteed Accumulation
 Account (plus or minus  a market value adjustment)  (see Appendix I), plus  the
 amount available for withdrawal from the Fixed Plus Account (see Appendix II).
 
- -PARTIAL  WITHDRAWALS (Percentage or  Specified Dollar Amount):  The amount paid
 will be the  percentage of the  Account Value or  the dollar amount  requested;
 however,  the amount  available for withdrawal  from the Fixed  Plus Account is
 limited (see Appendix II).
 
    For any partial withdrawal, amounts  will be withdrawn proportionately  from
each  Subaccount or Credited  Interest Option in which  the Account is invested,
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  your 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. 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
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
    If allowed by the Plan, Participants  may request a loan from their  Account
Value  during the Accumulation Period. Loans can only be made 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 your loan  agreement, properly completing  a loan  request
form and submitting it to the Company's Home Office.
 
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                                       7
<PAGE>
                         ADDITIONAL WITHDRAWAL OPTIONS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
    The  Company offers certain  withdrawal options under  the Contract that are
not considered annuity  options ("Additional Withdrawal  Options"). To  exercise
these  options, your Account Value must meet  the minimum dollar amounts and age
criteria applicable  to  that option.  In  addition, for  Employer  and  certain
Employee  Accounts, the Contract Holder  must provide written certification that
the distribution is  in accordance with  the terms of  the Plan. The  Additional
Withdrawal Options currently available under the Contract include the following:
 
- -SWO--SYSTEMATIC  WITHDRAWAL OPTION. SWO is a series of partial withdrawals from
 your Account based on a payment method you select. It is designed for those who
 want a  periodic  income while  retaining  investment flexibility  for  amounts
 accumulated  under a Contract. (This  option may not be  elected if you have an
 outstanding contract loan.)
 
- -ECO--ESTATE CONSERVATION OPTION. ECO offers the same investment flexibility  as
 SWO but is designed for those who want to receive only the minimum distribution
 that the Code requires each year. Under ECO, the Company calculates the minimum
 distribution  amount required by law at age 70 1/2 or retirement, if later, for
 governmental plans, and pays you that amount once a year. (See "Tax Status.")
 
    Other Additional  Withdrawal  Options  may  be  added  from  time  to  time.
Additional  information relating to any of the Additional Withdrawal Options may
be obtained  from your  local representative  or from  the Company  at its  Home
Office.
 
    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 our  Home Office. Once an option is revoked,
it may not be elected again, nor  may any other Additional Withdrawal Option  be
elected  unless  permitted  by  the  Code. The  Company  reserves  the  right to
discontinue the  availability  of one  or  all of  these  Additional  Withdrawal
Options at any time, and/or to change the terms of future elections.
 
                    DEATH BENEFIT DURING ACCUMULATION PERIOD
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
    The   Contract   provides  that   a  death   benefit   is  payable   to  the
Beneficiary(ies) upon the death of the Participant before the Annuity Date. If a
lump-sum distribution or an Annuity Option  is elected within six months of  the
Participant's  death, a guaranteed death benefit  is provided. For each Account,
the death benefit is guaranteed to be the greater of:
 
(a) the Account Value, plus any positive aggregate Market Value Adjustment (MVA)
    that applies to  amounts allocated  to the  Guaranteed Accumulation  Account
    (GAA),  on the day the death notice  and request for payment are received in
    good order at our Home Office; or
 
(b) the sum of the net Purchase  Payments made to each Account, minus the  total
    of  all withdrawals or  annuitizations made from the  Account and any amount
    allocated to the Loan Account.
 
    If a full or partial withdrawal is made within six months after your  death,
the Beneficiary will receive the Account Value, plus any positive MVA that would
apply to any portion of the Account allocated to GAA. If a lump-sum distribution
is elected six months or more after your death, the Beneficiary will receive the
Account  Value, plus  or minus any  MVA that would  apply to any  portion of the
Account allocated to  GAA. The  value of  the Account  is determined  as of  the
Valuation  Date  on which  proof of  death acceptable  to us  and a  request for
payment are received at our Home Office.
 
    Death benefit proceeds may be paid to the Beneficiary:
 
- - in a lump sum; or
 
- - in accordance with any of the Annuity Options available under the Contract.
 
- --------------------------------------------------------------------------------
                                       8
<PAGE>
    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 and request for payment.
 
    The Code requires that distribution of death proceeds begin within a certain
period of time. Generally, either payments must begin by December 31 of the year
following  the year of your death, or the  entire value of your benefits must be
distributed by December 31 of the fifth  year following the year of your  death.
If  your  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 of  the Beneficiary  or any  specified  period
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
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- --------------------------------------------------------------------------------
 
ANNUITY PERIOD ELECTIONS
 
    The Code generally requires that minimum annual distributions of the Account
Value  must begin by April 1st of  the calendar year following the calendar year
in  which  a  Participant  attains  age  70  1/2  (or  retires,  if  later,  for
governmental  plans). In  addition, distributions must  be in a  form and amount
sufficient to satisfy the Code requirements. These requirements may be satisfied
by the election  of certain  Annuity Options or  Additional Withdrawal  Options.
(See "Tax Status.")
 
    At least 30 days prior to the Annuity Date, you must notify us in writing of
the following:
 
- - the date on which you would like to start receiving annuity payments;
 
- - the  Annuity Option under  which you want  your payments to  be calculated and
  paid;
 
- - whether the  payments are  to  be made  monthly, quarterly,  semi-annually  or
  annually; and
 
- - the  investment  option(s) used  to provide  annuity  payments (i.e.,  a fixed
  annuity using the general account or  any of the Subaccounts available at  the
  time  of annuitization).  As of  the date  of this  Prospectus, Aetna Variable
  Fund, Aetna Income  Shares and Aetna  Investment Advisers Fund,  Inc. are  the
  only  Subaccounts available; however, additional  Subaccounts may be available
  under some Annuity Options in the future. (See "Annuity Options" below.)
 
    For the Employer  and certain  Employee Accounts, the  Contract Holder  must
provide  written certification that  the distribution is  in accordance with the
terms of the Plan. (See "Rights Under the Contract.")
 
    Annuity Payments will not begin until you have selected an Annuity Date  and
an Annuity Option. Until a date and option are elected the Account will continue
in  the Accumulation  Period. If your  Plan is  subject to ERISA,  you must also
submit the appropriate  joint and  survivor annuity waiver  and spousal  consent
form(s) to us. 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:
 
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                                       9
<PAGE>
LIFETIME ANNUITY OPTIONS:
 
- -OPTION  1--Life Annuity--An annuity  with payments ending  on the Participant'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 Lives of Two  Annuitants--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 Participant  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 some
 Contracts, for amounts held in the Fixed Plus Account, the annuity must be paid
 on a fixed basis.  (See Appendix II-- "Transfers  Among Investment Options"  to
 determine if this applies to your Contract.)
 
    If  a nonlifetime option is  elected on a variable  basis, the Annuitant may
request at any time during the payment period that the present value of all or a
portion of the remaining variable payments  be paid in one sum. The  nonlifetime
option  is not available on a variable basis under a Contract which provides for
immediate Annuity benefits.
 
    We may also offer additional Annuity  Options under your Contract from  time
to  time. The Company  expects to offer additional  Annuity Options and enhanced
versions of the  Annuity Options listed  above at some  time during 1996.  These
additional  Annuity Options and  enhanced versions of  the existing options will
have  additional  Subaccounts  available   and  will  allow  transfers   between
Subaccounts  during  the Annuity  Period.  (Additional Subaccounts  and transfer
capability are expected  during the  second half  of 1996.)  Such additional  or
enhanced options will be made available by an endorsement to the Contract, which
will  include the guaranteed annuity payout  rates and other terms applicable to
such options. (Depending on which guaranteed payout rates apply to the  existing
options,  the guaranteed payout rates  for the new and  enhanced options will be
the same or lower.) Please refer to  the Contract, or call the number listed  in
the  "Inquiries" section of  the Prospectus Summary,  to determine which options
are available and  the terms  of such  options. It  is not  expected that  these
additional  or enhanced options will be made available to those who have already
commenced receiving Annuity Payments.
 
DURATION OF ANNUITY PAYMENTS
 
    Annuity payments may not extend beyond (a) the life of the Participant,  (b)
the  joint  lives of  the Participant  and Beneficiary,  (c) a  specified period
greater than the Participant's life expectancy, or (d) a period certain  greater
than the joint life expectancies of the Participant and Beneficiary.
 
    AMOUNT  OF EACH ANNUITY PAYMENT.  The  amount of each payment depends on how
you allocate your Account Value between fixed and variable payouts. 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 discussion  on the  impact of
selecting an assumed net investment rate.)
 
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                                       10
<PAGE>
CHARGES DEDUCTED DURING THE ANNUITY PERIOD
 
    We make  a daily  deduction for  mortality and  expense risks  and from  any
amounts  held on a variable basis. Therefore, electing the nonlifetime option on
a variable basis will result in a deduction being made even though we assume  no
mortality  risk. We may  also deduct a daily  administrative charge from amounts
held under the variable options. (See "Charges and Deductions.")
 
DEATH BENEFIT PAYABLE DURING THE
ANNUITY PERIOD
 
    If a Participant dies after Annuity  Payments have begun, any death  benefit
payable  will  depend  on the  terms  of  the Contract  and  the  Annuity Option
selected. If Option 1 or  Option 3 was elected,  Annuity Payments will cease  on
the  death  of the  Participant 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
Participant  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).
 
    If  the Participant dies after Annuity payments have begun and if there is a
death benefit payable under the Annuity option elected, the remaining value must
be distributed to  the 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 acceptable  proof
of  death, and a request for payment are  received at our Home Office. The value
of any death benefit proceeds will be  determined as of the next Valuation  Date
after  we receive  acceptable proof  of death and  a request  for payment. Under
Options 2 and 4, such value will be reduced by any payments made after the  date
of death.
 
                                   TAX STATUS
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- --------------------------------------------------------------------------------
 
INTRODUCTION
 
    The  following  provides a  general discussion  and is  not intended  as tax
advice. This discussion reflects the Company's understanding of current  federal
income  tax law. Such laws may change in the future, and it is possible that any
change could be retroactive (i.e., effective  prior to the date of the  change).
The  Company makes no guarantee  regarding the tax treatment  of any contract or
transaction involving a Contract. The ultimate effect of federal income taxes on
the amounts held  under a  Contract, on Annuity  payments, and  on the  economic
benefit  to the Contract Holder, Participant  or Beneficiary may depend upon the
tax status of  the individual concerned.  Any person concerned  about these  tax
implications  should  consult  a  competent tax  adviser  before  initiating any
transaction.
 
TAXATION OF THE COMPANY
 
    The Company is taxed as a life  insurance company under the Code. Since  the
Separate  Account is  not an entity  separate from  the Company, it  will not be
taxed separately as a "regulated investment company" under the Code.  Investment
income and realized capital gains 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.
 
    The  Company does not anticipate  that it will incur  any federal income tax
liability attributable to the Separate Account and, therefore, the Company  does
not  intend to make  provisions for any  such taxes. However,  if changes in the
federal tax laws or interpretation thereof result in the Company being taxed  on
income  or  gains attributable  to the  Separate Account,  then the  Company may
impose a  charge against  the Separate  Account  (with respect  to some  or  all
Contracts) in order to set aside provisions to pay such taxes.
 
CONTRACTS USED WITH CERTAIN RETIREMENT PLANS
 
    IN  GENERAL.  The Contract is designed for use with Section 403(b) plans and
Section 401(a)  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
 
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                                       11
<PAGE>
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 relating  to  the Contracts  satisfy  applicable laws,  and  should
consult  their legal  counsel and tax  adviser regarding the  suitability of the
Contract.
 
    MINIMUM DISTRIBUTION REQUIREMENTS.  The Code has required distribution rules
for Section  403(b)  and 401(a)  Plans.  Under 403(b)  Plans,  distributions  of
amounts  held as  of December 31,  1986 must generally  begin by the  end of the
calendar year in which you attain age 75 (or retire, if later, for  governmental
or  church  plans). However,  special rules  require  that some  or all  of that
balance be distributed earlier if any  distributions are taken in excess of  the
minimum  required amount.  Distributions under  401(a) Plans,  and distributions
attributable to contributions under Section 403(b) Plans on or after January  1,
1987  (including any earnings on the entire Account Value after that date), must
generally begin by April 1 of the  calendar year following the calendar year  in
which  you attain  age 70 1/2.  For governmental or  church plans, distributions
must begin by April  1 of the  calendar year following the  year 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 distribution requirements.
 
    If  you die  before the  required minimum  distribution has  commenced, your
entire interest  must  be  distributed  by December  31  of  the  calendar  year
containing  the  fifth anniversary  of the  date  of your  death. Alternatively,
payments may be  made over  the life  of the beneficiary  or over  a period  not
extending   beyond  the  life   expectancy  of  the   beneficiary  provided  the
distribution begins by December 31 of  the calendar year following the  calendar
year  of your death, or December 31 of the calendar year in which you would have
attained age 70 1/2.
 
    If you fail to receive the minimum required distribution for any tax year, a
50% excise tax is imposed on the required amount that was not distributed.
 
    TAXATION OF DISTRIBUTIONS.   All  distributions will  be taxed  as they  are
received  unless you made a rollover contribution of the distribution to another
plan of the same type or to an individual retirement annuity/account ("IRA")  in
accordance with the Code, or unless you have made after-tax contributions to the
plan,  which are not taxed  upon distribution. The Code  has specific rules that
apply,  depending  on   the  type   of  distribution   received,  if   after-tax
contributions were made.
 
    In  general, payments  received by your  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
 
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                                       12
<PAGE>
plan sponsor at or after age 55, (e) the distribution amount is rolled over into
another plan of the same type or to  an IRA in accordance with the terms of  the
Code,  or (f)  the distribution amount  is made in  substantially equal periodic
payments (at least  annually) over  your life or  life expectancy  or the  joint
lives  or joint life expectancies of you and your plan beneficiary, provided you
have separated from service with the plan sponsor. In addition, the penalty  tax
does  not apply for the  amount of a distribution  equal to unreimbursed medical
expenses incurred by you  that qualify for deduction  as specified in the  Code.
The Code may impose other penalty taxes in other circumstances.
 
    SECTION  403(B) PLANS.   Under Section 403(b),  contributions made by public
school systems  and  Section  501(c)(3) tax  exempt  organizations  to  purchase
annuity  contracts for their  employees are generally  excludable from the gross
income of the employee.
 
    In order to be  excludable from taxable  income, total annual  contributions
made  by you  and your employer  cannot exceed either  of two limits  set by the
Code. The first limit, under Section 415, is generally the lesser of 25% of your
includable compensation or  $30,000. The  second limit, which  is the  exclusion
allowance  under Section  403(b), is usually  calculated according  to a formula
that takes into account your length  of employment and any pretax  contributions
to  certain other retirement plans. These two limits apply to your contributions
as well as to any contributions made  by your employer on your behalf. There  is
an additional limit that specifically limits your salary reduction contributions
to  generally no more than $9,500 annually (subject to indexing); your own limit
may be higher or lower, depending on certain conditions.
 
    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
owner  possesses  incidents  of investment  control  over the  assets.  In these
circumstances, income  and  gains from  the  separate account  assets  would  be
currently includable in the variable contract owner's gross income. The Treasury
announced  that guidance would be  issued in the future  regarding the extent to
which owners  could direct  their investments  among Subaccounts  without  being
treated  as  owners of  the underlying  assets  of the  Separate Account.  It is
possible that the Treasury's position, when announced, may adversely affect  the
tax treatment of existing contracts. The Company therefore reserves the right to
modify  the Contract  as necessary  to attempt to  prevent the  owner from being
considered the federal tax owner of the assets of the Separate Account.
 
    SECTION 401(A) PLANS.  Section 401(a) permits certain employers to establish
various types  of  retirement plans  for  employees, and  permits  self-employed
individuals  to establish various  types of retirement  plans for themselves and
for their  employees. These  retirement plans  may permit  the purchase  of  the
Contracts  to  accumulate  retirement  savings  under  the  plans.  Adverse  tax
consequences to the  Plan, to  the Participant  or to  both may  result if  this
Contract is assigned or transferred to any individual except to a Participant as
a means to provide benefit payments.
 
    The  Code imposes a  maximum limit on  annual Purchase Payments  that may be
excluded from a Participant's gross income. Such limit must be calculated  under
the  Plan by the employer in accordance with Section 415 of the Code. This limit
is generally the  lesser of 25%  of your compensation  or $30,000. In  addition,
Purchase Payments will be excluded from a Participant's gross income only if the
401(a) Plan meets certain nondiscrimination requirements.
 
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                                       13
<PAGE>
                                 MISCELLANEOUS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
DISTRIBUTION
 
    The  Company will serve as the Principal Underwriter for the securities sold
by this  Prospectus. The  Company  is registered  as  a broker-dealer  with  the
Securities  and Exchange Commission and is  a member of the National Association
of Securities Dealers, Inc.  (NASD). As Underwriter,  the Company will  contract
with  one or more registered broker-dealers ("Distributors"), including at least
one affiliate  of the  Company, to  offer and  sell the  Contracts. All  persons
offering  and selling  the Contracts must  be registered  representatives of the
Distributors and must  also be  licensed as  insurance agents  to sell  variable
annuity contracts. These registered representatives may also provide services to
Participants in connection with establishing their Accounts under the Contract.
 
    PAYMENT  OF COMMISSIONS.   Persons  offering and  selling the  Contracts may
receive commissions in connection  with the sale of  the Contracts. The  maximum
percentage  amount that the Company will ever  pay as commission with respect to
any given Purchase Payment is with respect  to those made during the first  year
of  Purchase Payments under an Account. The percentage amount will range from 1%
to 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.")
 
    THIRD  PARTY COMPENSATION ARRANGEMENTS. Occasionally, we may pay commissions
and fees to Distributors  which are affiliated or  associated with the  Contract
Holder or the Participants. We may also enter into agreements with some entities
associated  with the Contract Holder or Participants  in which we would agree to
pay the  entity  for  certain  services in  connection  with  administering  the
Contracts.  In both these  circumstances there may be  an understanding that the
Distributor or entity would endorse the  Company as a provider of the  Contract.
You  will be notified if you are purchasing  a Contract that is subject to these
arrangements.
 
DELAY OR SUSPENSION OF PAYMENTS
 
    The Company reserves the  right to suspend or  postpone the date of  payment
for  any benefit or values (a) on any Valuation Date on which the New York Stock
Exchange ("Exchange")  is  closed  (other than  customary  weekend  and  holiday
closings)  or when trading on the Exchange  is restricted; (b) when an emergency
exists, as determined by  the SEC, so  that disposal of  securities held in  the
Subaccounts  is not reasonably practicable or  is not reasonably practicable for
the value of the Subaccount's  assets; or (c) during  such other periods as  the
SEC  may by order permit  for the protection of  investors. The conditions under
which restricted trading or an emergency exists shall be determined by the rules
and regulations of the SEC.
 
PERFORMANCE REPORTING
 
    From time to time, the Company  may advertise different types of  historical
performance  for  the  Subaccounts  of the  Separate  Account.  The  Company may
advertise the "standardized  average annual total  returns" of the  Subaccounts,
calculated  in a manner prescribed by the  SEC, as well as the "non-standardized
returns." "Standardized average annual total returns" are computed according  to
a  formula  in which  a  hypothetical investment  of  $1,000 is  applied  to the
Subaccount and then related to the ending redeemable values over the most recent
one, five and  ten-year periods (or  since inception, if  less than ten  years).
Standardized  returns will reflect the reduction of all recurring charges during
each period (e.g., mortality and expense risk charges, asset-based sales  charge
and  any  administrative  expense  charge).  The  non-standardized  figures  are
computed  in  the  same  manner   but  may  also  include  monthly,   quarterly,
year-to-date and three-year periods.
 
    The   Company  may  also  advertise   certain  ratings,  rankings  or  other
information related  to  the Company,  the  Subaccounts or  the  Funds.  Further
details  regarding performance  reporting and  advertising are  described in the
Statement of Additional Information.
 
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                                       14
<PAGE>
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 persons having a voting interest in the Separate Account. Participants  may
instruct the Contract Holder how to direct the Company to cast the votes for the
portion  of  the  Account  Value  or  valuation  reserve  attributable  to their
Accounts.  The  Company  will  vote  shares  for  which  it  has  not   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, or Beneficiary as
applicable, may cast during the Accumulation  Period is equal to the portion  of
the  Account Value to that Fund, divided by  the net asset value of one share of
that Fund.  During the  Annuity Period,  the number  of votes  is equal  to  the
valuation reserve applicable to the portion of the Contract attributable to that
Fund,  divided by the net asset value of  one share of that Fund. In determining
the number of votes, fractional votes will be recognized.
 
CHANGES IN BENEFICIARY DESIGNATIONS
 
    The designated Beneficiary may be changed  at any time prior to the  Annuity
Date,  subject to limitations  contained in the Code  and other applicable laws.
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.
 
LEGAL MATTERS AND PROCEEDINGS
 
    The Company knows  of no  material legal  proceedings pending  to which  the
Separate  Account or the Company is a party or which would materially affect the
Separate Account. The validity of the securities offered by this Prospectus  has
been passed upon by Susan E. Bryant, Esq., Counsel to the Company.
 
                                CONTENTS OF THE
                      STATEMENT OF ADDITIONAL INFORMATION
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- --------------------------------------------------------------------------------
 
The  Statement of Additional  Information contains more  specific information on
the Separate Account and  the Contract, as well  as the financial statements  of
the  Separate Account and the Company. A list  of the contents of the SAI is set
forth below:
 
<TABLE>
<S>                                                                        <C>
General Information and History
Variable Annuity Account C
Offering and Purchase of Contracts
Performance Data
  General
  Average Annual Total Return Quotations
Annuity Payments
Sales Material and Advertising
Independent Auditors
Financial Statements of the Separate Account
Financial Statements of the Company
</TABLE>
 
- --------------------------------------------------------------------------------
                                       15
<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 LONG-TERM CLASSIFICATIONS OF GAA ARE HELD IN A
NONINSULATED, NONUNITIZED  SEPARATE  ACCOUNT. AMOUNTS  ALLOCATED  TO  SHORT-TERM
CLASSIFICATIONS  OF GAA ARE HELD IN THE COMPANY'S GENERAL ACCOUNT. THIS APPENDIX
IS A SUMMARY  OF GAA  AND IS  NOT INTENDED TO  REPLACE THE  GAA PROSPECTUS.  YOU
SHOULD READ THE ACCOMPANYING GAA PROSPECTUS CAREFULLY BEFORE INVESTING.
 
    GAA  is a Credited Interest Option in which we guarantee stipulated rates of
interest for stated  periods of time  on amounts directed  to GAA. The  interest
rate stipulated is an annual effective yield; that is, it reflects a full year's
interest.  Interest is credited daily at a rate that will provide the guaranteed
annual effective yield 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
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 for GAA and are reinvested, they will be applied to
the current deposit period. Amounts  are proportionately reinvested 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.
 
- --------------------------------------------------------------------------------
                                       16
<PAGE>
                                  APPENDIX II
                               FIXED PLUS ACCOUNT
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
THE FOLLOWING SUMMARIZES MATERIAL INFORMATION CONCERNING THE FIXED PLUS ACCOUNT.
AMOUNTS ALLOCATED TO THE  FIXED PLUS ACCOUNT ARE  HELD IN THE COMPANY'S  GENERAL
ACCOUNT  THAT SUPPORTS GENERAL  INSURANCE AND ANNUITY  OBLIGATIONS. INTERESTS IN
THE FIXED PLUS  ACCOUNT HAVE NOT  BEEN REGISTERED  WITH THE SEC  IN RELIANCE  ON
EXEMPTIONS  UNDER  THE SECURITIES  ACT OF  1933, AS  AMENDED. DISCLOSURE  IN THE
PROSPECTUS REGARDING THE FIXED PLUS ACCOUNT, MAY, HOWEVER, BE SUBJECT TO CERTAIN
GENERALLY APPLICABLE PROVISIONS OF THE  FEDERAL SECURITIES LAWS RELATING TO  THE
ACCURACY  AND  COMPLETENESS  OF  SUCH STATEMENTS.  DISCLOSURE  IN  THIS APPENDIX
REGARDING THE FIXED PLUS ACCOUNT HAS NOT BEEN REVIEWED BY THE SEC.
 
    The Fixed  Plus Account  guarantees  the minimum  Fixed Plus  interest  rate
specified  in the Contract. The  Company may credit a  higher interest rate from
time to time. The current rate is subject to change at any time, but will  never
fall below the guaranteed minimum. The Company's determination of interest rates
reflects the investment income earned on invested assets and the amortization of
any  capital gains and/or losses realized on  the sale of invested assets. Under
the Fixed Plus Account, the Company assumes the risk of investment gain or  loss
by guaranteeing Account Values and promising a minimum interest rate and Annuity
Payment.
 
    The Fixed Plus Account will reflect a compound interest rate credited by us.
The  interest rate quoted is  an annual effective yield.  Amounts applied to the
Fixed Plus  Account  will earn  the  Fixed Plus  interest  rate in  effect  when
actually  applied to  the Fixed  Plus Account.  We make  no deductions  from the
credited interest  rate  for  mortality  and  expense  risks;  these  risks  are
considered in determining the credited rate.
 
    Beginning  on the  tenth Account  Year, we will  credit amounts  held in the
Fixed Plus Account with an interest rate that is at least 0.25% higher than  the
then  declared interest rate for  the Fixed Plus Account  for Accounts that have
not reached their tenth anniversary.
 
    Under certain emergency conditions, we may defer payment of a Fixed  Account
withdrawal  value (a)  for a period  of up  to 6 months;  or (b)  as provided by
federal law.
 
    The Company reserves the right to limit Purchase Payment(s) and/or transfers
to the Fixed Plus Account.
 
FIXED PLUS ACCOUNT WITHDRAWALS
 
    The amount eligible for partial withdrawal is 20% of the amount held in  the
Fixed  Plus  Account on  the day  our  Home Office  receives a  written request,
reduced  by   any  Fixed   Plus  Account   withdrawals,  transfers,   loans   or
annuitizations  made in the  prior 12 months.  In calculating the  20% limit, we
reserve the right to include payments made due to the election of any Additional
Withdrawal Options.
 
    The 20% limit is waived if the partial withdrawal is due to annuitization or
death. The waiver upon death will only  be exercised once and must occur  within
six  months  after  the  Participant's  date of  death.  Any  such  surrender or
annuitization must  also be  made pro  rata from  all Subaccounts  and  Credited
Interest Options available under the Contract.
 
    If a full withdrawal is requested, we will pay any amounts held in the Fixed
Plus Account, with interest, in five annual payments equal to:
 
    1. One-fifth  of the  Fixed Plus  Account Value  on the  day the  request is
       received, reduced by any Fixed Plus Account withdrawals, transfers, loans
       or annuitizations made during the prior 12 months;
 
    2. One-fourth of the remaining Fixed Plus Account Value 12 months later;
 
    3. One-third of the remaining Fixed Plus Account Value 12 months later;
 
    4. One-half of the remaining Fixed Plus Account Value 12 months later; and
 
- --------------------------------------------------------------------------------
                                       17
<PAGE>
    5. The balance of the Fixed Plus Account Value 12 months later.
 
    Once we receive  a request for  a full withdrawal,  no further  withdrawals,
loans  or  transfers will  be  permitted from  the  Fixed Plus  Account.  A full
withdrawal from the Fixed Plus Account may  be cancelled at any time before  the
end  of  the five-payment  period. We  will  waive the  Fixed Plus  Account full
withdrawal provision if a full withdrawal  is made due to (a) the  Participant's
death  within  6 months  after the  Participant's date  of death  before Annuity
payments begin  and request  for payment  is received;  (b) the  election of  an
Annuity  option; or (c) if the Fixed Plus Account value is $3,500 or less and no
withdrawals, transfers, loans or annuitizations have been made from the  Account
within  the prior  12 months; or  (d) the Participant's  separation from service
with the employer (if the separation  from service is certified by the  employer
and  the  withdrawal  request  is  received  within  60  days  of  the  date  of
termination), subject to  a 3%  charge based on  the entire  Fixed Plus  Account
value.  If the Participant who  separates from service chooses  to have the five
annual payments of the Fixed Plus Account withdrawal as described above, then no
charge will be assessed.
 
TRANSFERS AMONG INVESTMENT OPTIONS
 
    The amount eligible for transfer from the  Fixed Plus Account is 20% of  the
amount  held in the Fixed Plus Account on  the day we receive a written request,
reduced  by   any  Fixed   Plus  Account   withdrawals,  transfers,   loans   or
annuitizations made during the prior 12 months. In calculating the 20% limit, we
reserve  the right to  include payments made due  to the election  of one of the
Additional Withdrawal Options. The  20% limit on transfers  will be waived  when
the value in the Fixed Plus Account is $1,000 or less.
 
    By notifying us at our Home Office at least 30 days before the Annuity Date,
you  may elect to have amounts which have been accumulating under the Fixed Plus
Account transferred  to one  or more  of the  Subaccounts available  during  the
Annuity  Period to provide lifetime variable Annuity Payments. For amounts which
have been  accumulating under  the  Fixed Plus  Account, a  nonlifetime  annuity
option may only be elected on a fixed basis.
 
SWO
 
    The  Systematic Withdrawal Option may not be elected if you have requested a
Fixed Plus Account transfer or withdrawal within the prior 12 month period.
 
CONTRACT LOANS
 
    If permitted under the Plan, loans may  be made from Account Values held  in
the  Fixed Plus Account. See the loan  agreement for a description of the amount
available and the consequences upon loan default  if more than 20% of the  Fixed
Plus Account Value is used for a loan.
 
- --------------------------------------------------------------------------------
                                       18
<PAGE>
                          FOR MASTER APPLICATIONS ONLY
 
    I HEREBY ACKNOWLEDGE RECEIPT OF AN ACCOUNT C GROUP DEFERRED VARIABLE ANNUITY
PROSPECTUS  DATED MAY 1, 1996  FOR OPTIONAL RETIREMENT PROGRAMS,  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.
     91846(S)-2) DATED MAY 1, 1996.
 
- --------------------------------------------------------------------------------
 
                          CONTRACT HOLDER'S SIGNATURE
 
- --------------------------------------------------------------------------------
 
                                      DATE
 
91846.HED (5/96)
 
- --------------------------------------------------------------------------------
<PAGE>



Insurance products offered by:
Aetna Life Insurance and Annuity Company



Securities offered through:
Aetna Investment Services, Inc.
151 Farmington Avenue
Hartford, CT 06156
1-800-525-4225



Visit our home page on the Internet
http://www.aetna.com








[LOGO]

Aetna
Retirement
Services, Inc.




















Printed on recycled paper

91846.HED-2
<PAGE>


                             VARIABLE ANNUITY ACCOUNT C
                                        OF
                    AETNA LIFE INSURANCE AND ANNUITY COMPANY


             STATEMENT OF ADDITIONAL INFORMATION DATED  MAY 1, 1996



                            Group Variable Annuity Contracts
for Optional Retirement Programs and Retirement Programs for Higher Education



This Statement of Additional Information is not a prospectus and should be
read in conjunction with the current prospectus for Variable Annuity Account C
(the "Separate Account") dated May 1, 1996.


A free prospectus is available upon request from the local Aetna Life
Insurance and Annuity Company office or by writing to or calling:

                   Aetna Life Insurance and Annuity Company
                               Customer Service
                             151 Farmington Avenue
                         Hartford, Connecticut  06156
                                1-800-525-4225

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

                            TABLE OF CONTENTS

                                                           Page

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

<PAGE>

                   GENERAL INFORMATION AND HISTORY

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


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

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

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

                       VARIABLE ANNUITY ACCOUNT C

Variable Annuity Account C (the "Separate Account") is a separate account 
established by the Company for the purpose of funding variable annuity 
contracts issued by the Company.  The Separate Account is registered with the 
Securities and Exchange Commission as a unit investment trust under the 
Investment Company Act of 1940, as amended.  The assets of each of the 
Subaccounts of the Separate Account will be invested exclusively in shares of 
the Funds described in the Prospectus.  Purchase Payments made under the 
Contract may be allocated to one or more of the Subaccounts.  The Company may 
make additions to or deletions from available investment options as permitted 
by law.  The availability of the Funds is subject to applicable regulatory 
authorization.  Not all Funds are available in all jurisdictions, under all 
Contracts, or under all Plans.  The Funds currently available under the 
Contract are as follows:

                                     2

<PAGE>

<TABLE>

<S>                                         <C>

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

</TABLE>

Complete descriptions of each of the Funds, including their investment  
objectives, policies, risks and fees and expenses, 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", calculated in an identical manner but including additional periods.

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

The non-standardized figures use the same formula, but may be computed to 
include monthly, quarterly, year-to-date and three-year periods.

                                     3

<PAGE>

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

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

AVERAGE ANNUAL TOTAL RETURN QUOTATIONS - STANDARDIZED AND NON-STANDARDIZED

The table below reflects the average annual standardized and non-standardized 
total return quotation figures for the period ended December 31, 1995 for 
each of the Subaccounts available under the Contract. 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>

                          STANDARDIZED                 NON-STANDARDIZED                     FUND
                                                                                          INCEPTION
                                                                                            DATE

SUBACCOUNT        1  YEAR   5 YEARS  10 YEARS       1 YEAR  3 YEARS  5 YEARS  10 YEARS

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

Aetna Variable
 Fund              30.40%     11.83%   12.07%         30.40%  10.25%   11.83%   12.07%     04/30/75
Aetna Income
 Shares            16.59%      8.32%    8.35%         16.59%   6.15%    8.32%    8.35%     06/01/78
Aetna Variable 
 Encore Fund        4.57%      3.24%    4.75%          4.57%   2.98%    3.24%    4.75%     09/01/75

Aetna Investment 
 Advisers 
 Fund, Inc.        25.45%     10.29%    9.18%*        25.45%  10.12%   10.29%   9.18%*     06/23/89

Aetna Ascent 
 Variable 
 Portfolio          9.73%*     n/a       n/a          9.73%*   n/a       n/a    n/a        07/03/95

Aetna Crossroads 
 Variable 
 Portfolio          8.57%*     n/a       n/a          8.57%*   n/a       n/a    n/a        07/03/95

Aetna Legacy 
 Variable 
 Portfolio          7.61%*     n/a       n/a          7.61%*   n/a       n/a    n/a        07/03/95

Alger American 
 Growth Portfolio  34.51%     20.03%   17.77%*       34.51%  17.56%    20.03%  17.77%*     01/08/89

Alger American 
 Small Cap 
 Portfolio         42.29%     19.14%   21.06%*       42.29%  14.82%    19.14%  21.06%*     09/21/88

Calvert 
 Responsibly 
 Invested 
 Balanced
 Portfolio         27.96%      9.66%    8.53%*       27.96%   9.41%     9.66%   8.53%*     09/30/86

Fidelity VIP 
 II Contrafund 
 Portfolio         37.82%*      n/a      n/a         37.82%*   n/a       n/a     n/a       01/03/95

Fidelity VIP 
 Equity-Income 
 Portfolio         33.21%     19.63%   11.81%*       33.21%  17.93%    19.63%  11.81%*     10/22/86


Fidelity VIP 
 Growth 
 Portfolio         33.48%     19.09%   13.06%*       33.48%  15.70%    19.09%  13.06%*     11/07/86

Fidelity VIP 
 Overseas 
 Portfolio          8.15%      6.61%    5.85%*        8.15%  13.68%     6.61%   5.85%*     02/13/87

Franklin 
 Government 
 Securities Trust  16.06%      7.23%    7.72%*       16.06%   5.36%     7.23%   7.72%*     05/30/89


Janus Aspen 
 Aggressive Growth 
 Portfolio         25.71%     25.82%*    n/a         25.71%  25.82%*     n/a     n/a        9/13/93

</TABLE>

                                     4

<PAGE>



<TABLE>
<CAPTION>

                          STANDARDIZED                 NON-STANDARDIZED                     FUND
                                                                                          INCEPTION
                                                                                            DATE

SUBACCOUNT        1  YEAR   5 YEARS  10 YEARS       1 YEAR  3 YEARS  5 YEARS  10 YEARS

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



Janus Aspen 
 Balanced 
 Portfolio        23.05%    12.32%*   n/a           23.05%  12.32%*   n/a     n/a          09/13/93

Janus Aspen 
 Flexible 
 Income 
 Portfolio        22.13%     8.13%*   n/a           22.13%   8.13%*   n/a     n/a          09/13/93

Janus Aspen 
 Growth 
 Portfolio        28.36%    13.59%*   n/a           28.36%  13.59%*   n/a     n/a          09/13/93

Janus Aspen 
 Short-Term 
 Bond Portfolio    8.01%     3.13%*   n/a            8.01%   3.13%*   n/a     n/a          09/13/93

Janus Aspen 
 Worldwide Growth 
 Portfolio        25.70%    19.03%*   n/a           25.70%  19.03%*   n/a     n/a          09/13/93

Lexington 
 Natural 
 Resources Trust  15.24%     5.20%*   n/a           15.24%   5.86%   5.20%*   n/a          10/14/91

Neuberger & 
 Berman Growth 
 Portfolio        29.89%    12.23%   10.49%         29.89%   9.53%  12.23%   10.49%        12/31/85

Scudder 
 International 
 Portfolio Class 
 A Shares          9.56%     8.52%    7.66%*         9.56%  13.10%   8.52%    7.66%*       04/30/87

TCI Growth        29.27%    14.12%   11.77%*        29.27%  12.44%  14.12%   11.77%*       11/20/87


</TABLE>

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


                                 ANNUITY PAYMENTS


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


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


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


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

                                     5

<PAGE>

EXAMPLE:


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


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


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



If the net investment factor with respect to the appropriate Subaccount is 
1.0015000 as of the tenth Valuation Date preceding the due date of the second 
monthly payment, multiplying this factor by .9999058* (to neutralize the 
assumed net investment rate of 3.5% per annum built into the number of 
Annuity Units determined above) produces a result of 1.0014057. This is then 
multiplied by the Annuity Unit value for the prior Valuation Date (assume 
such value to be $13.504376) to produce an Annuity Unit value of $13.523359 
for the Valuation Date 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 Subaccounts to established market 
indices such as the Standard & Poor's 500 Stock Index and the Dow Jones 
Industrial Average or to the percentage change in values of other management 
investment companies that have investment objectives similar to the 
Subaccount being compared.

We may publish in advertisements and reports, the ratings and other 
information assigned to us by one or more independent rating organizations 
such as A.M. Best Company, Duff & Phelps, Standard & Poor's Corporation and 
Moody's Investors Services, Inc.  The purpose of the ratings is to reflect 
our financial strength and/or claims-paying ability.  We may also quote 
ranking services such as Morningstar's Variable Annuity/Life Performance 
Report and Lipper's Variable Insurance Products Performance Analysis Service 
(VIPPAS), which rank variable annuity or life Subaccounts or their underlying 
funds by performance and/or investment objective.  From time to time, we will 
quote articles from newspapers and 

                                     6

<PAGE>

magazines or other publications or reports, including, but not limited to The 
Wall Street Journal, Money magazine, USA Today and The VARDS Report.

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

                            INDEPENDENT AUDITORS

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

                                      7

<PAGE>

                              FINANCIAL STATEMENTS


                           VARIABLE ANNUITY ACCOUNT C

                                     INDEX


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




                                    S-1
<PAGE>

                          INDEPENDENT AUDITORS' REPORT

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

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

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

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



                                                           KPMG Peat Marwick LLP

Hartford, Connecticut
February 16, 1996


                                         S-2

<PAGE>

VARIABLE ANNUITY ACCOUNT C

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

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

Net assets represented by:

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


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

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



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

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


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

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

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


                                       S-7
<PAGE>
VARIABLE ANNUITY ACCOUNT C

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

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



See Notes to Financial Statements.


                                       S-8
<PAGE>
VARIABLE ANNUITY ACCOUNT C

STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>


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


See Notes to Financial Statements.


                                       S-9
<PAGE>
VARIABLE ANNUITY ACCOUNT C

NOTES TO FINANCIAL STATEMENTS - December 31, 1995

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

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

     a. VALUATION OF INVESTMENTS

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

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


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

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

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

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

                                       S-10

<PAGE>

VARIABLE ANNUITY ACCOUNT C

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

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

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

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

4.   PURCHASES AND SALES OF INVESTMENTS

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

5.   ESTIMATES 

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



                                       S-11

<PAGE>

VARIABLE ANNUITY ACCOUNT C

CONDENSED FINANCIAL INFORMATION

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

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


                                      S-12
<PAGE>

VARIABLE ANNUITY ACCOUNT C

CONDENSED FINANCIAL INFORMATION

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

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

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


                                      S-13
<PAGE>

VARIABLE ANNUITY ACCOUNT C

CONDENSED FINANCIAL INFORMATION

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

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


                                      S-14
<PAGE>

VARIABLE ANNUITY ACCOUNT C

CONDENSED FINANCIAL INFORMATION

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

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


                                      S-15
<PAGE>

VARIABLE ANNUITY ACCOUNT C

CONDENSED FINANCIAL INFORMATION

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

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

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


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

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


                                      S-16
<PAGE>

VARIABLE ANNUITY ACCOUNT C

CONDENSED FINANCIAL INFORMATION

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

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

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

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

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

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

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

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

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

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


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


                                      S-17
<PAGE>
                       CONSOLIDATED FINANCIAL STATEMENTS
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
                                     Index
 
<TABLE>
<CAPTION>
                                                                   PAGE
                                                                   ---
<S>                                                                <C>
Independent Auditors' Report.....................................  F-2
Consolidated Financial Statements:
  Consolidated Statements of Income for the Years Ended
   December 31, 1995, 1994 and 1993..............................  F-3
  Consolidated Balance Sheets as of December 31, 1995 and 1994...  F-4
  Consolidated Statements of Changes in Shareholder's Equity for
   the Years Ended
   December 31, 1995, 1994 and 1993..............................  F-5
  Consolidated Statements of Cash Flows for the Years Ended
   December 31, 1995, 1994 and 1993..............................  F-6
Notes to Consolidated Financial Statements.......................  F-7
</TABLE>
 
                                      F-1
<PAGE>
                          INDEPENDENT AUDITORS' REPORT
 
The Shareholder and Board of Directors
Aetna Life Insurance and Annuity Company:
 
We  have  audited the  accompanying consolidated  balance  sheets of  Aetna Life
Insurance and Annuity Company and Subsidiaries as of December 31, 1995 and 1994,
and the  related consolidated  statements of  income, changes  in  shareholder's
equity  and cash  flows for  each of  the years  in the  three-year period ended
December  31,   1995.   These   consolidated  financial   statements   are   the
responsibility  of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.
 
We  conducted  our  audits  in  accordance  with  generally  accepted   auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence  supporting
the  amounts and disclosures in the financial statements. An audit also includes
assessing the  accounting  principles used  and  significant estimates  made  by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the consolidated financial statements referred to above  present
fairly, in all material respects, the financial position of Aetna Life Insurance
and  Annuity Company and Subsidiaries as of  December 31, 1995 and 1994, and the
results of their operations and  their cash flows for each  of the years in  the
three-year period ended December 31, 1995, in conformity with generally accepted
accounting principles.
 
As  discussed in Note  1 to the  consolidated financial statements,  in 1993 the
Company changed its methods  of accounting for certain  investments in debt  and
equity securities.
 
                                                           KPMG Peat Marwick LLP
 
Hartford, Connecticut
February 6, 1996
 
                                      F-2
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
                       Consolidated Statements of Income
                                   (millions)
 
<TABLE>
<CAPTION>
                                                           YEARS ENDED DECEMBER 31,
                                                         ----------------------------
                                                           1995      1994      1993
                                                         --------  --------  --------
<S>                                                      <C>       <C>       <C>
Revenue:
  Premiums.............................................  $  130.8  $  124.2  $   82.1
  Charges assessed against policyholders...............     318.9     279.0     251.5
  Net investment income................................   1,004.3     917.2     911.9
  Net realized capital gains...........................      41.3       1.5       9.5
  Other income.........................................      42.0      10.3       9.5
                                                         --------  --------  --------
    Total revenue......................................   1,537.3   1,332.2   1,264.5
                                                         --------  --------  --------
Benefits and expenses:
  Current and future benefits..........................     915.3     854.1     818.4
  Operating expenses...................................     318.7     235.2     207.2
  Amortization of deferred policy acquisition costs....      43.3      26.4      19.8
                                                         --------  --------  --------
    Total benefits and expenses........................   1,277.3   1,115.7   1,045.4
                                                         --------  --------  --------
Income before federal income taxes.....................     260.0     216.5     219.1
  Federal income taxes.................................      84.1      71.2      76.2
                                                         --------  --------  --------
Net income.............................................  $  175.9  $  145.3  $  142.9
                                                         --------  --------  --------
                                                         --------  --------  --------
</TABLE>
 
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
 
                                      F-3
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
                          Consolidated Balance Sheets
                                   (millions)
 
<TABLE>
<CAPTION>
                                                             DECEMBER 31,
                                                         --------------------
                                                           1995       1994
                                                         ---------  ---------
<S>                                                      <C>        <C>
ASSETS
- -------------------------------------------------------
Investments:
  Debt securities, available for sale:
   (amortized cost: $11,923.7 and $10,577.8)...........  $12,720.8  $10,191.4
  Equity securities, available for sale:
    Non-redeemable preferred stock (cost: $51.3 and
     $43.3)............................................       57.6       47.2
    Investment in affiliated mutual funds (cost: $173.4
     and $187.1).......................................      191.8      181.9
    Common stock (cost: $6.9 at December 31, 1995).....        8.2         --
  Short-term investments...............................       15.1       98.0
  Mortgage loans.......................................       21.2        9.9
  Policy loans.........................................      338.6      248.7
  Limited partnership..................................         --       24.4
                                                         ---------  ---------
      Total investments................................   13,353.3   10,801.5
 
Cash and cash equivalents..............................      568.8      623.3
Accrued investment income..............................      175.5      142.2
Premiums due and other receivables.....................       37.3       75.8
Deferred policy acquisition costs......................    1,341.3    1,164.3
Reinsurance loan to affiliate..........................      655.5      690.3
Other assets...........................................       26.2       15.9
Separate Accounts assets...............................   10,987.0    7,420.8
                                                         ---------  ---------
      Total assets.....................................  $27,144.9  $20,934.1
                                                         ---------  ---------
                                                         ---------  ---------
LIABILITIES AND SHAREHOLDER'S EQUITY
- -------------------------------------------------------
Liabilities:
  Future policy benefits...............................  $ 3,594.6  $ 2,912.7
  Unpaid claims and claim expenses.....................       27.2       23.8
  Policyholders' funds left with the Company...........   10,500.1    8,949.3
                                                         ---------  ---------
      Total insurance reserve liabilities..............   14,121.9   11,885.8
  Other liabilities....................................      259.2      302.1
  Federal income taxes:
    Current............................................       24.2        3.4
    Deferred...........................................      169.6      233.5
  Separate Accounts liabilities........................   10,987.0    7,420.8
                                                         ---------  ---------
      Total liabilities................................   25,561.9   19,845.6
                                                         ---------  ---------
                                                         ---------  ---------
Shareholder's equity:
  Common stock, par value $50 (100,000 shares
   authorized;
   55,000 shares issued and outstanding)...............        2.8        2.8
  Paid-in capital......................................      407.6      407.6
  Net unrealized capital gains (losses)................      132.5     (189.0)
  Retained earnings....................................    1,040.1      867.1
                                                         ---------  ---------
      Total shareholder's equity.......................    1,583.0    1,088.5
                                                         ---------  ---------
        Total liabilities and shareholder's equity.....  $27,144.9  $20,934.1
                                                         ---------  ---------
                                                         ---------  ---------
</TABLE>
 
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
 
                                      F-4
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
           Consolidated Statements of Changes in Shareholder's Equity
                                   (millions)
 
<TABLE>
<CAPTION>
                                                             YEARS ENDED DECEMBER 31,
                                                         --------------------------------
                                                           1995       1994        1993
                                                         ---------  ---------   ---------
<S>                                                      <C>        <C>         <C>
Shareholder's equity, beginning of year................  $ 1,088.5  $ 1,246.7   $   990.1
Net change in unrealized capital gains (losses)........      321.5     (303.5)      113.7
Net income.............................................      175.9      145.3       142.9
Common stock dividends declared........................       (2.9)        --          --
                                                         ---------  ---------   ---------
Shareholder's equity, end of year......................  $ 1,583.0  $ 1,088.5   $ 1,246.7
                                                         ---------  ---------   ---------
                                                         ---------  ---------   ---------
</TABLE>
 
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
 
                                      F-5
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
                     Consolidated Statements of Cash Flows
                                   (millions)
 
<TABLE>
<CAPTION>
                                                               YEARS ENDED DECEMBER 31,
                                                         ------------------------------------
                                                            1995         1994         1993
                                                         ----------   ----------   ----------
<S>                                                      <C>          <C>          <C>
Cash Flows from Operating Activities:
  Net income...........................................  $    175.9   $    145.3   $    142.9
  Adjustments to reconcile net income to net cash
   provided by operating activities:
    Increase in accrued investment income..............       (33.3)       (17.5)       (11.1)
    Decrease (increase) in premiums due and other
     receivables.......................................        25.4          1.3         (5.6)
    Increase in policy loans...........................       (89.9)       (46.0)       (36.4)
    Increase in deferred policy acquisition costs......      (177.0)      (105.9)       (60.5)
    Decrease in reinsurance loan to affiliate..........        34.8         27.8         31.8
    Net increase in universal life account balances....       393.4        164.7        126.4
    Increase in other insurance reserve liabilities....        79.0         75.1         86.1
    Net increase in other liabilities and other
     assets............................................        15.0         53.9          7.0
    Decrease in federal income taxes...................        (6.5)       (11.7)        (3.7)
    Net accretion of discount on bonds.................       (66.4)       (77.9)       (88.1)
    Net realized capital gains.........................       (41.3)        (1.5)        (9.5)
    Other, net.........................................          --         (1.0)         0.2
                                                         ----------   ----------   ----------
      Net cash provided by operating activities........       309.1        206.6        179.5
                                                         ----------   ----------   ----------
Cash Flows from Investing Activities:
  Proceeds from sales of:
    Debt securities available for sale.................     4,207.2      3,593.8        473.9
    Equity securities..................................       180.8         93.1         89.6
    Mortgage loans.....................................        10.7           --           --
    Limited partnership................................        26.6           --           --
  Investment maturities and collections of:
    Debt securities available for sale.................       583.9      1,289.2      2,133.3
    Short-term investments.............................       106.1         30.4         19.7
  Cost of investment purchases in:
    Debt securities....................................    (6,034.0)    (5,621.4)    (3,669.2)
    Equity securities..................................      (170.9)      (162.5)      (157.5)
    Short-term investments.............................       (24.7)      (106.1)       (41.3)
    Mortgage loans.....................................       (21.3)          --           --
    Limited partnership................................          --        (25.0)          --
                                                         ----------   ----------   ----------
      Net cash used for investing activities...........    (1,135.6)      (908.5)    (1,151.5)
                                                         ----------   ----------   ----------
Cash Flows from Financing Activities:
  Deposits and interest credited for investment
   contracts...........................................     1,884.5      1,737.8      2,117.8
  Withdrawals of investment contracts..................    (1,109.6)      (948.7)    (1,000.3)
  Dividends paid to shareholder........................        (2.9)          --           --
                                                         ----------   ----------   ----------
      Net cash provided by financing activities........       772.0        789.1      1,117.5
                                                         ----------   ----------   ----------
 
Net (decrease) increase in cash and cash equivalents...       (54.5)        87.2        145.5
Cash and cash equivalents, beginning of year...........       623.3        536.1        390.6
                                                         ----------   ----------   ----------
Cash and cash equivalents, end of year.................  $    568.8   $    623.3   $    536.1
                                                         ----------   ----------   ----------
                                                         ----------   ----------   ----------
Supplemental cash flow information:
  Income taxes paid, net...............................  $     90.2   $     82.6   $     79.9
                                                         ----------   ----------   ----------
                                                         ----------   ----------   ----------
</TABLE>
 
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
 
                                      F-6
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
                   Notes to Consolidated Financial Statements
                       December 31, 1995, 1994, and 1993
 
1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Aetna  Life  Insurance and  Annuity Company  and  its wholly  owned subsidiaries
(collectively, the  "Company") is  a  provider of  financial services  and  life
insurance  products in the United States. The Company has two business segments,
financial services and life insurance.
 
The financial services products include  individual and group annuity  contracts
which  offer  a variety  of funding  and distribution  options for  personal and
employer-sponsored retirement  plans that  qualify under  Internal Revenue  Code
Sections  401, 403, 408 and 457,  and individual and group non-qualified annuity
contracts. These  contracts  may  be  immediate  or  deferred  and  are  offered
primarily to individuals, pension plans, small businesses and employer-sponsored
groups  in the health care, government, education (collectively "not-for-profit"
organizations) and corporate  markets. Financial services  also include  pension
plan administrative services.
 
The  life insurance  products include  universal life,  variable universal life,
interest sensitive whole  life and  term insurance. These  products are  offered
primarily  to  individuals,  small  businesses,  employer  sponsored  groups and
executives of Fortune 2000 companies.
 
BASIS OF PRESENTATION
 
The consolidated financial statements include  Aetna Life Insurance and  Annuity
Company  and its wholly  owned subsidiaries, Aetna  Insurance Company of America
and Aetna Private Capital,  Inc. Aetna Life Insurance  and Annuity Company is  a
wholly  owned subsidiary of Aetna Retirement  Services, Inc. ("ARSI"). ARSI is a
wholly owned  subsidiary  of Aetna  Life  and Casualty  Company  ("Aetna").  Two
subsidiaries,  Systematized  Benefits  Administrators, Inc.  ("SBA"),  and Aetna
Investment Services,  Inc.  ("AISI"),  which were  previously  reported  in  the
consolidated  financial statements were distributed in  the form of dividends to
ARSI in December of  1995. The impact to  the Company's financial statements  of
distributing these dividends was immaterial.
 
The  consolidated  financial statements  have been  prepared in  conformity with
generally accepted accounting  principles. Intercompany  transactions have  been
eliminated.  Certain reclassifications have been made to 1994 and 1993 financial
information to conform to the 1995 presentation.
 
ACCOUNTING CHANGES
 
Accounting for Certain Investments in Debt and Equity Securities
 
On December 31, 1993, the Company adopted Financial Accounting Standard  ("FAS")
No. 115, Accounting for Certain Investments in Debt and Equity Securities, which
requires  the classification of debt securities  into three categories: "held to
maturity", which are carried at amortized cost; "available for sale", which  are
carried  at fair value with  changes in fair value  recognized as a component of
shareholder's equity;  and  "trading", which  are  carried at  fair  value  with
immediate recognition in income of changes in fair value.
 
Initial  adoption of this standard resulted in a net increase of $106.8 million,
net of taxes of $57.5 million, to net unrealized gains in shareholder's  equity.
These  amounts exclude gains and losses allocable to experience-rated (including
universal life) contractholders. Adoption of FAS No. 115 did not have a material
effect on deferred policy acquisition costs.
 
                                      F-7
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
             Notes to Consolidated Financial Statements (continued)
                       December 31, 1995, 1994, and 1993
 
1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
USE OF ESTIMATES
 
The preparation of  financial statements in  conformity with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the amounts reported in the financial statements and accompanying notes.
Actual results could differ from reported results using those estimates.
 
CASH AND CASH EQUIVALENT
 
Cash and cash  equivalents include cash  on hand, money  market instruments  and
other debt issues with a maturity of ninety days or less when purchased.
 
INVESTMENTS
 
Debt Securities
 
At  December  31,  1995 and  1994,  all  of the  Company's  debt  securities are
classified as available for sale and carried at fair value. These securities are
written down (as  realized losses) for  other than temporary  decline in  value.
Unrealized gains and losses related to these securities, after deducting amounts
allocable  to experience-rated contractholders and  related taxes, are reflected
in shareholder's equity.
 
Fair values for  debt securities  are based on  quoted market  prices or  dealer
quotations.  Where quoted market prices or  dealer quotations are not available,
fair values are measured utilizing  quoted market prices for similar  securities
or by using discounted cash flow methods. Cost for mortgage-backed securities is
adjusted  for unamortized premiums and discounts,  which are amortized using the
interest method over the  estimated remaining term  of the securities,  adjusted
for anticipated prepayments.
 
Purchases and sales of debt securities are recorded on the trade date.
 
Equity Securities
 
Equity securities are classified as available for sale and carried at fair value
based  on  quoted  market prices  or  dealer quotations.  Equity  securities are
written down (as realized  losses) for other than  temporary declines in  value.
Unrealized  gains  and  losses  related  to  such  securities  are  reflected in
shareholder's equity. Purchases and sales are recorded on the trade date.
 
The investment in affiliated mutual funds represents an investment in the  Aetna
Series  Fund, Inc., a retail  mutual fund which has  been seeded by the Company,
and is carried at fair value.
 
Mortgage Loans and Policy Loans
 
Mortgage loans and policy loans are carried at unpaid principal balances net  of
valuation  reserves, which approximates  fair value, and  are generally secured.
Purchases and sales of mortgage loans are recorded on the closing date.
 
                                      F-8
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
             Notes to Consolidated Financial Statements (continued)
                       December 31, 1995, 1994, and 1993
 
1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Limited Partnership
 
The Company's limited partnership investment was carried at the amount  invested
plus the Company's share of undistributed operating results and unrealized gains
(losses),  which approximates  fair value. The  Company disposed  of the limited
partnership during 1995.
 
Short-Term Investments
 
Short-term investments,  consisting primarily  of money  market instruments  and
other  debt issues purchased with  an original maturity of  over ninety days and
less than one year, are  considered available for sale  and are carried at  fair
value, which approximates amortized cost.
 
DEFERRED POLICY ACQUISITION COSTS
 
Certain  costs of acquiring insurance business  have been deferred. These costs,
all of  which vary  with and  are primarily  related to  the production  of  new
business,  consist principally of commissions,  certain expenses of underwriting
and issuing  contracts and  certain  agency expenses.  For fixed  ordinary  life
contracts,  such costs are  amortized over expected  premium-paying periods. For
universal life  and  certain annuity  contracts,  such costs  are  amortized  in
proportion  to  estimated gross  profits and  adjusted  to reflect  actual gross
profits. These  costs  are  amortized  over twenty  years  for  annuity  pension
contracts, and over the contract period for universal life contracts.
 
Deferred  policy acquisition  costs are  written off  to the  extent that  it is
determined that future policy  premiums and investment  income or gross  profits
would not be adequate to cover related losses and expenses.
 
INSURANCE RESERVE LIABILITIES
 
The Company's liabilities include reserves related to fixed ordinary life, fixed
universal  life and fixed annuity contracts. Reserves for future policy benefits
for fixed  ordinary  life  contracts  are  computed  on  the  basis  of  assumed
investment  yield,  assumed  mortality, withdrawals  and  expenses,  including a
margin for adverse deviation,  which generally vary by  plan, year of issue  and
policy  duration. Reserve  interest rates  range from  2.25% to  10.00%. Assumed
investment yield is based on the Company's experience. Mortality and  withdrawal
rate  assumptions are  based on relevant  Aetna experience  and are periodically
reviewed against both industry standards and experience.
 
Reserves for fixed universal life (included in Future Policy Benefits) and fixed
deferred annuity  contracts  (included in  Policyholders'  Funds Left  With  the
Company)  are equal  to the fund  value. The  fund value is  equal to cumulative
deposits less  charges plus  credited interest  thereon, without  reduction  for
possible  future  penalties  assessed on  premature  withdrawal.  For guaranteed
interest options, the interest credited ranged  from 4.00% to 6.38% in 1995  and
4.00%  to 5.85%  in 1994.  For all  other fixed  options, the  interest credited
ranged from 5.00% to 7.00% in 1995 and 5.00% to 7.50% in 1994.
 
Reserves for  fixed annuity  contracts  in the  annuity  period and  for  future
amounts  due under  settlement options are  computed actuarially  using the 1971
Individual Annuity Mortality Table, the 1983 Individual Annuity Mortality Table,
the
 
                                      F-9
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
             Notes to Consolidated Financial Statements (continued)
                       December 31, 1995, 1994, and 1993
 
1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
1983 Group Annuity  Mortality Table  and, in some  cases, mortality  improvement
according  to scales  G and H,  at assumed  interest rates ranging  from 3.5% to
9.5%. Reserves relating  to contracts  with life contingencies  are included  in
Future  Policy  Benefits. For  other contracts,  the  reserves are  reflected in
Policyholders' Funds Left With the Company.
 
Unpaid claims for all  lines of insurance include  benefits for reported  losses
and estimates of benefits for losses incurred but not reported.
 
PREMIUMS, CHARGES ASSESSED AGAINST POLICYHOLDERS, BENEFITS AND EXPENSES
 
Premiums  are recorded  as revenue when  due for fixed  ordinary life contracts.
Charges assessed against policyholders' funds  for cost of insurance,  surrender
charges,  actuarial margin and other fees  are recorded as revenue for universal
life and certain annuity contracts. Policy benefits and expenses are recorded in
relation to  the  associated  premiums  or  gross profit  so  as  to  result  in
recognition of profits over the expected lives of the contracts.
 
SEPARATE ACCOUNTS
 
Assets  held under variable  universal life, variable  life and variable annuity
contracts are segregated in Separate Accounts and are invested, as designated by
the contractholder or participant under a contract, in shares of Aetna  Variable
Fund, Aetna Income Shares, Aetna Variable Encore Fund, Aetna Investment Advisers
Fund,  Inc., Aetna GET Fund, or The Aetna Series Fund Inc., which are managed by
the Company or other selected mutual funds not managed by the Company.  Separate
Accounts  assets  and liabilities  are carried  at fair  value except  for those
relating to a  guaranteed interest option  which is offered  through a  Separate
Account.  The assets of the Separate  Account supporting the guaranteed interest
option are carried at an amortized cost  of $322.2 million for 1995 (fair  value
$343.9  million) and $149.7 million for  1994 (fair value $146.3 million), since
the Company bears the  investment risk where the  contract is held to  maturity.
Reserves relating to the guaranteed interest option are maintained at fund value
and  reflect interest credited at rates ranging  from 4.5% to 8.38% in both 1995
and 1994.  Separate  Accounts  assets  and liabilities  are  shown  as  separate
captions in the Consolidated Balance Sheets. Deposits, investment income and net
realized  and unrealized capital gains (losses) of the Separate Accounts are not
reflected in  the  Consolidated Statements  of  Income (with  the  exception  of
realized  capital gains (losses) on the sale of assets supporting the guaranteed
interest option).  The Consolidated  Statements  of Cash  Flows do  not  reflect
investment activity of the Separate Accounts.
 
FEDERAL INCOME TAXES
 
The  Company is included in the consolidated federal income tax return of Aetna.
The Company is taxed at regular corporate rates after adjusting income  reported
for financial statement purposes for certain items. Deferred income tax benefits
result  from changes during the year in cumulative temporary differences between
the tax basis and book basis of assets and liabilities.
 
                                      F-10
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
             Notes to Consolidated Financial Statements (continued)
                       December 31, 1995, 1994, and 1993
 
2.  INVESTMENTS
Investments in debt securities available for  sale as of December 31, 1995  were
as follows:
 
<TABLE>
<CAPTION>
                                                            GROSS        GROSS
                                               AMORTIZED  UNREALIZED   UNREALIZED     FAIR
                                                 COST       GAINS        LOSSES       VALUE
                                               ---------  ----------   ----------   ---------
                                                                 (MILLIONS)
<S>                                            <C>        <C>          <C>          <C>
U.S. Treasury securities and obligations of
 U.S. government agencies and corporations...  $   539.5    $ 47.5       $  --      $   587.0
Obligations of states and political
 subdivisions................................       41.4      12.4          --           53.8
U.S. Corporate securities:
  Financial..................................    2,764.4     110.3         2.1        2,872.6
  Utilities..................................      454.4      27.8         1.0          481.2
  Other......................................    2,177.7     159.5         1.2        2,336.0
                                               ---------  ----------     -----      ---------
  Total U.S. Corporate securities............    5,396.5     297.6         4.3        5,689.8
Foreign securities:
  Government.................................      316.4      26.1         2.0          340.5
  Financial..................................      534.2      45.4         3.5          576.1
  Utilities..................................      236.3      32.9          --          269.2
  Other......................................      215.7      15.1          --          230.8
                                               ---------  ----------     -----      ---------
  Total Foreign securities...................    1,302.6     119.5         5.5        1,416.6
Residential mortgage-backed securities:
  Residential pass-throughs..................      556.7      99.2         1.8          654.1
  Residential CMOs...........................    2,383.9     167.6         2.2        2,549.3
                                               ---------  ----------     -----      ---------
  Total Residential mortgage-backed
   securities................................    2,940.6     266.8         4.0        3,203.4
Commercial/Multifamily mortgage-backed
 securities..................................      741.9      32.3         0.2          774.0
                                               ---------  ----------     -----      ---------
  Total Mortgage-backed securities...........    3,682.5     299.1         4.2        3,977.4
Other asset-backed securities................      961.2      35.5         0.5          996.2
                                               ---------  ----------     -----      ---------
Total debt securities available for sale.....  $11,923.7    $811.6       $14.5      $12,720.8
                                               ---------  ----------     -----      ---------
                                               ---------  ----------     -----      ---------
</TABLE>
 
                                      F-11
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
             Notes to Consolidated Financial Statements (continued)
                       December 31, 1995, 1994, and 1993
 
2.  INVESTMENTS (CONTINUED)
Investments  in debt securities available for sale  as of December 31, 1994 were
as follows:
 
<TABLE>
<CAPTION>
                                                            GROSS        GROSS
                                               AMORTIZED  UNREALIZED   UNREALIZED     FAIR
                                                 COST       GAINS        LOSSES       VALUE
                                               ---------  ----------   ----------   ---------
                                                                 (MILLIONS)
<S>                                            <C>        <C>          <C>          <C>
U.S. Treasury securities and obligations of
 U.S. government agencies and corporations...  $ 1,396.1    $  2.0       $ 84.2     $ 1,313.9
Obligations of states and political
 subdivisions................................       37.9       1.2           --          39.1
U.S. Corporate securities:
  Financial..................................    2,216.9       3.8        109.4       2,111.3
  Utilities..................................      100.1        --          7.9          92.2
  Other......................................    1,344.3       6.0         67.9       1,282.4
                                               ---------  ----------   ----------   ---------
  Total U.S. Corporate securities............    3,661.3       9.8        185.2       3,485.9
Foreign securities:
  Government.................................      434.4       1.2         33.9         401.7
  Financial..................................      368.2       1.1         23.0         346.3
  Utilities..................................      204.4       2.5          9.5         197.4
  Other......................................       46.3       0.8          1.5          45.6
                                               ---------  ----------   ----------   ---------
  Total Foreign securities...................    1,053.3       5.6         67.9         991.0
Residential mortgage-backed securities:
  Residential pass-throughs..................      627.1      81.5          5.0         703.6
  Residential CMOs...........................    2,671.0      32.9        139.4       2,564.5
                                               ---------  ----------   ----------   ---------
Total Residential mortgage-backed
 securities..................................    3,298.1     114.4        144.4       3,268.1
Commercial/Multifamily mortgage-backed
 securities..................................      435.0       0.2         21.3         413.9
                                               ---------  ----------   ----------   ---------
Total Mortgage-backed securities.............    3,733.1     114.6        165.7       3,682.0
Other asset-backed securities................      696.1       0.2         16.8         679.5
                                               ---------  ----------   ----------   ---------
Total debt securities available for sale.....  $10,577.8    $133.4       $519.8     $10,191.4
                                               ---------  ----------   ----------   ---------
                                               ---------  ----------   ----------   ---------
</TABLE>
 
At December 31,  1995 and  1994, net unrealized  appreciation (depreciation)  of
$797.1  million and $(386.4)  million, respectively, on  available for sale debt
securities included $619.1 million  and $(308.6) million, respectively,  related
to  experience-rated contractholders,  which were not  included in shareholder's
equity.
 
                                      F-12
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
             Notes to Consolidated Financial Statements (continued)
                       December 31, 1995, 1994, and 1993
 
2.  INVESTMENTS (CONTINUED)
The amortized cost and fair value of debt securities for the year ended December
31, 1995 are shown below by  contractual maturity. Actual maturities may  differ
from  contractual maturities because securities  may be restructured, called, or
prepaid.
 
<TABLE>
<CAPTION>
                                                         AMORTIZED    FAIR
                                                           COST       VALUE
                                                         ---------  ---------
                                                              (MILLIONS)
<S>                                                      <C>        <C>
Due to mature:
  One year or less.....................................  $   348.8  $   351.1
  After one year through five years....................    2,100.2    2,159.5
  After five years through ten years...................    2,516.0    2,663.4
  After ten years......................................    2,315.0    2,573.2
  Mortgage-backed securities...........................    3,682.5    3,977.4
  Other asset-backed securities........................      961.2      996.2
                                                         ---------  ---------
  Total................................................  $11,923.7  $12,720.8
                                                         ---------  ---------
                                                         ---------  ---------
</TABLE>
 
The Company engages in  securities lending whereby  certain securities from  its
portfolio  are  loaned to  other institutions  for short  periods of  time. Cash
collateral, which is in excess of the market value of the loaned securities,  is
deposited by the borrower with a lending agent, and retained and invested by the
lending agent to generate additional income for the Company. The market value of
the  loaned securities is monitored on  a daily basis with additional collateral
obtained or refunded as the market  value fluctuates. At December 31, 1995,  the
Company  had loaned  securities (which are  reflected as invested  assets on the
Consolidated Balance  Sheets)  with  a  market  value  of  approximately  $264.5
million.
 
At  December 31, 1995 and 1994, debt securities carried at $7.4 million and $7.0
million, respectively, were on deposit as required by regulatory authorities.
 
The valuation reserve for mortgage loans was $3.1 million at December 31,  1994.
There  was no  valuation reserve  for mortgage loans  at December  31, 1995. The
carrying value of  non-income producing  investments was $0.1  million and  $0.2
million at December 31, 1995 and 1994, respectively.
 
                                      F-13
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
             Notes to Consolidated Financial Statements (continued)
                       December 31, 1995, 1994, and 1993
 
2.  INVESTMENTS (CONTINUED)
Investments  in a single issuer, other  than obligations of the U.S. government,
with a carrying value in excess of 10% of the Company's shareholder's equity  at
December 31, 1995 are as follows:
 
<TABLE>
<CAPTION>
                                                         AMORTIZED
DEBT SECURITIES                                             COST     FAIR VALUE
                                                         ----------  ----------
                                                               (MILLIONS)
<S>                                                      <C>         <C>
General Electric Corporation...........................    $ 314.9     $  329.3
General Motors Corporation.............................      273.9        284.5
Associates Corporation of North America................      230.2        239.1
Society National Bank..................................      203.5        222.3
Ciesco, L.P............................................      194.9        194.9
Countrywide Funding....................................      171.2        172.7
Baxter International...................................      168.9        168.9
Time Warner............................................      158.6        166.1
Ford Motor Company.....................................      156.7        162.6
</TABLE>
 
The  portfolio of debt securities at December  31, 1995 and 1994 included $662.5
million and $318.3 million, respectively, (5% and 3%, respectively, of the  debt
securities)  of investments that are considered "below investment grade". "Below
investment grade" securities are  defined to be securities  that carry a  rating
below  BBB-/Baa3, by Standard &  Poors/ Moody's Investor Services, respectively.
The increase in below investment grade securities  is the result of a change  in
investment  strategy, which  has reduced  the Company's  holdings in residential
mortgage-back securities  and  increased  the Company's  holdings  in  corporate
securities.   Residential  mortgage-back   securities  are   subject  to  higher
prepayment risk  and lower  credit risk,  while corporate  securities earning  a
comparable yield are subject to higher credit risk and lower prepayment risk. We
expect  the percentage  of below  investment grade  securities will  increase in
1996, but we expect that  the overall average quality  of the portfolio of  debt
securities  will remain  at AA-. Of  these below investment  grade assets, $14.5
million and $31.8  million, at December  31, 1995 and  1994, respectively,  were
investments  that were  purchased at  investment grade,  but whose  ratings have
since been downgraded.
 
Included in  residential mortgage-back  securities are  collateralized  mortgage
obligations  ("CMOs") with carrying  values of $2.5 billion  and $2.6 billion at
December 31,  1995  and 1994,  respectively.  The principal  risks  inherent  in
holding  CMOs are prepayment  and extension risks  related to dramatic decreases
and increases in interest rates whereby the CMOs would be subject to  repayments
of  principal earlier or later than originally anticipated. At December 31, 1995
and 1994, approximately 79% and 85%, respectively, of the Company's CMO holdings
consisted of sequential and planned amortization class debt securities which are
subject to less  prepayment and extension  risk than other  CMO instruments.  At
December  31, 1995  and 1994,  approximately 81%  and 82%,  respectively, of the
Company's CMO holdings  were collateralized  by residential  mortgage loans,  on
which  the  timely payment  of principal  and interest  was backed  by specified
government agencies (e.g., GNMA, FNMA, FHLMC).
 
If due to  declining interest  rates, principal was  to be  repaid earlier  than
originally  anticipated,  the  Company  could  be  affected  by  a  decrease  in
investment income due  to the reinvestment  of these funds  at a lower  interest
rate.  Such prepayments  may result  in a  duration mismatch  between assets and
liabilities  which  could  be  corrected  as  cash  from  prepayments  could  be
reinvested at an appropriate duration to adjust the mismatch.
 
                                      F-14
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
             Notes to Consolidated Financial Statements (continued)
                       December 31, 1995, 1994, and 1993
 
2.  INVESTMENTS (CONTINUED)
Conversely,  if due  to increasing  interest rates,  principal was  to be repaid
slower than originally anticipated, the Company could be affected by a  decrease
in cash flow which reduces the ability to reinvest expected principal repayments
at higher interest rates. Such slower payments may result in a duration mismatch
between  assets and liabilities which could  be corrected as available cash flow
could be reinvested at an appropriate duration to adjust the mismatch.
 
At December 31,  1995 and 1994,  approximately 3% and  4%, respectively, of  the
Company's   CMO   holdings  consisted   of   interest-only  strips   ("IOs")  or
principal-only strips ("POs"). IOs receive payments of interest and POs  receive
payments  of principal on the underlying pool of mortgages. The risk inherent in
holding POs is extension  risk related to dramatic  increases in interest  rates
whereby  the  future  payments due  on  POs  could be  repaid  much  slower than
originally  anticipated.  The  extension  risks  inherent  in  holding  POs  was
mitigated  somewhat by offsetting positions in IOs. During dramatic increases in
interest  rates,  IOs  would  generate  more  future  payments  than  originally
anticipated.
 
The  risk  inherent  in  holding  IOs is  prepayment  risk  related  to dramatic
decreases in interest rates whereby future IO cash flows could be much less than
originally anticipated and in some cases could be less than the original cost of
the IO. The risks inherent in  IOs are mitigated somewhat by holding  offsetting
positions in POs. During dramatic decreases in interest rates POs would generate
future cash flows much quicker than originally anticipated.
 
Investments in available for sale equity securities were as follows:
 
<TABLE>
<CAPTION>
                                               GROSS       GROSS
                                             UNREALIZED  UNREALIZED
                                      COST     GAINS       LOSSES    FAIR VALUE
                                     ------  ----------  ----------  ----------
                                                     (MILLIONS)
<S>                                  <C>     <C>         <C>         <C>
1995
  Equity Securities................  $231.6     $ 27.2      $ 1.2      $ 257.6
                                     ------      -----        ---    ----------
1994
  Equity Securities................  $230.5     $  6.5      $ 7.9      $ 229.1
                                     ------      -----        ---    ----------
</TABLE>
 
3.  CAPITAL GAINS AND LOSSES ON INVESTMENT OPERATIONS
Realized  capital gains or  losses are the  difference between proceeds received
from investments sold or prepaid, and amortized cost. Net realized capital gains
as reflected in the Consolidated Statements  of Income are after deductions  for
net  realized capital gains (losses)  allocated to experience-rated contracts of
$61.1 million, $(29.1) million and $(54.8) million for the years ended  December
31,  1995, 1994,  and 1993,  respectively. Net  realized capital  gains (losses)
allocated to experience-rated contracts are deferred and subsequently  reflected
in  credited  rates  on  an amortized  basis.  Net  unamortized  gains (losses),
reflected as a  component of Policyholders'  Funds Left With  the Company,  were
$7.3  million and  $(50.7) million  at the  end of  December 31,  1995 and 1994,
respectively.
 
Changes to the mortgage loan valuation reserve and writedowns on debt securities
are included  in  net realized  capital  gains  (losses) and  amounted  to  $3.1
million,  $1.1 million and $(98.5) million,  of which $2.2 million, $0.8 million
and $(91.5) million were allocable to experience-rated contractholders, for  the
years ended December 31, 1995, 1994 and 1993, respectively. The 1993 losses were
primarily  related to writedowns of  interest-only mortgage-backed securities to
their fair value.
 
                                      F-15
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
             Notes to Consolidated Financial Statements (continued)
                       December 31, 1995, 1994, and 1993
 
3.  CAPITAL GAINS AND LOSSES ON INVESTMENT OPERATIONS (CONTINUED)
Net realized capital gains (losses) on investments, net of amounts allocated  to
experience-rated contracts, were as follows:
 
<TABLE>
<CAPTION>
                                                         1995   1994     1993
                                                         -----  -----   ------
                                                              (MILLIONS)
<S>                                                      <C>    <C>     <C>
Debt securities........................................  $32.8  $ 1.0   $  9.6
Equity securities......................................    8.3    0.2      0.1
Mortgage loans.........................................    0.2    0.3     (0.2)
                                                         -----  -----   ------
Pretax realized capital gains..........................  $41.3  $ 1.5   $  9.5
                                                         -----  -----   ------
After-tax realized capital gains.......................  $25.8  $ 1.0   $  6.2
                                                         -----  -----   ------
</TABLE>
 
Gross  gains of $44.6 million, $26.6 million  and $33.3 million and gross losses
of $11.8 million, $25.6 million and  $23.7 million were realized from the  sales
of investments in debt securities in 1995, 1994 and 1993, respectively.
 
Changes  in unrealized capital  gains (losses), excluding  changes in unrealized
capital gains  (losses) related  to experience-rated  contracts, for  the  years
ended December 31, were as follows:
 
<TABLE>
<CAPTION>
                                                          1995     1994      1993
                                                         ------  --------   ------
                                                                (MILLIONS)
<S>                                                      <C>     <C>        <C>
Debt securities........................................  $255.9  $ (242.1)  $164.3
Equity securities......................................    27.3     (13.3)    10.6
Limited partnership....................................     1.8      (1.8)      --
                                                         ------  --------   ------
                                                          285.0    (257.2)   174.9
Deferred federal income taxes (See Note 6).............   (36.5)     46.3     61.2
                                                         ------  --------   ------
Net change in unrealized capital gains (losses)........  $321.5  $ (303.5)  $113.7
                                                         ------  --------   ------
                                                         ------  --------   ------
</TABLE>
 
Net unrealized capital gains (losses) allocable to experience-rated contracts of
$515.0  million and $104.1 million at December 31, 1995 and $(260.9) million and
$(47.7) million at December 31, 1994  are reflected on the Consolidated  Balance
Sheet  in Policyholders' Funds Left With the Company and Future Policy Benefits,
respectively, and are not included in shareholder's equity.
 
                                      F-16
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
             Notes to Consolidated Financial Statements (continued)
                       December 31, 1995, 1994, and 1993
 
3.  CAPITAL GAINS AND LOSSES ON INVESTMENT OPERATIONS (CONTINUED)
Shareholder's equity included the  following unrealized capital gains  (losses),
which  are  net of  amounts  allocable to  experience-rated  contractholders, at
December 31:
 
<TABLE>
<CAPTION>
                                                          1995    1994      1993
                                                         ------  -------   -------
                                                                (MILLIONS)
<S>                                                      <C>     <C>       <C>
Debt securities
  Gross unrealized capital gains.......................  $179.3  $  27.4   $ 164.3
  Gross unrealized capital losses......................    (1.3)  (105.2)       --
                                                         ------  -------   -------
                                                          178.0    (77.8)    164.3
Equity securities
  Gross unrealized capital gains.......................    27.2      6.5      12.0
  Gross unrealized capital losses......................    (1.2)    (7.9)     (0.1)
                                                         ------  -------   -------
                                                           26.0     (1.4)     11.9
Limited Partnership
  Gross unrealized capital gains.......................      --       --        --
  Gross unrealized capital losses......................      --     (1.8)       --
                                                         ------  -------   -------
Deferred federal income taxes (See Note 6).............    71.5    108.0      61.7
                                                         ------  -------   -------
Net unrealized capital gains (losses)..................  $132.5  $(189.0)  $ 114.5
                                                         ------  -------   -------
                                                         ------  -------   -------
</TABLE>
 
4.  NET INVESTMENT INCOME
Sources of net investment income were as follows:
 
<TABLE>
<CAPTION>
                                                           1995     1994    1993
                                                         --------  ------  ------
                                                                (MILLIONS)
<S>                                                      <C>       <C>     <C>
Debt securities........................................  $  891.5  $823.9  $828.0
Preferred stock........................................       4.2     3.9     2.3
Investment in affiliated mutual funds..................      14.9     5.2     2.9
Mortgage loans.........................................       1.4     1.4     1.5
Policy loans...........................................      13.7    11.5    10.8
Reinsurance loan to affiliate..........................      46.5    51.5    53.3
Cash equivalents.......................................      38.9    29.5    16.8
Other..................................................       8.4     6.7     7.7
                                                         --------  ------  ------
Gross investment income................................   1,019.5   933.6   923.3
Less investment expenses...............................     (15.2)  (16.4)  (11.4)
                                                         --------  ------  ------
Net investment income..................................  $1,004.3  $917.2  $911.9
                                                         --------  ------  ------
                                                         --------  ------  ------
</TABLE>
 
Net  investment   income   includes  amounts   allocable   to   experience-rated
contractholders  of $744.2  million, $677.1 million  and $661.3  million for the
years ended December 31, 1995, 1994 and 1993, respectively. Interest credited to
contractholders is included in Current and Future Benefits.
 
                                      F-17
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
             Notes to Consolidated Financial Statements (continued)
                       December 31, 1995, 1994, and 1993
 
5.  DIVIDEND RESTRICTIONS AND SHAREHOLDER'S EQUITY
The Company distributed  $2.9 million in  the form  of dividends of  two of  its
subsidiaries, SBA and AISI, to Aetna Retirement Services, Inc. in 1995.
 
The  amount of  dividends that may  be paid  to the shareholder  in 1996 without
prior approval by  the Insurance  Commissioner of  the State  of Connecticut  is
$70.0 million.
 
The  Insurance  Department  of  the  State  of  Connecticut  (the  "Department")
recognizes as net income  and shareholder's equity  those amounts determined  in
conformity  with statutory accounting  practices prescribed or  permitted by the
Department, which differ in certain respects from generally accepted  accounting
principles.  Statutory net  income was  $70.0 million,  $64.9 million  and $77.6
million for the  years ended  December 31,  1995, 1994  and 1993,  respectively.
Statutory  shareholder's  equity was  $670.7 million  and  $615.0 million  as of
December 31, 1995 and 1994, respectively.
 
At December 31, 1995  and December 31,  1994, the Company  does not utilize  any
statutory  accounting practices which are not prescribed by insurance regulators
that,  individually   or  in   the   aggregate,  materially   affect   statutory
shareholder's equity.
 
6.  FEDERAL INCOME TAXES
The  Company is included in the consolidated federal income tax return of Aetna.
Aetna allocates to  each member an  amount approximating the  tax it would  have
incurred  were it not a member of the consolidated group, and credits the member
for the use of its tax saving attributes in the consolidated return.
 
In August 1993, the Omnibus Budget Reconciliation Act of 1993 (OBRA) was enacted
which resulted in an increase in the federal corporate tax rate from 34% to  35%
retroactive to January 1, 1993. The enactment of OBRA resulted in an increase in
the  deferred  tax liability  of $3.4  million  at date  of enactment,  which is
included in the 1993 deferred tax expense.
 
Components of income tax expense (benefits) were as follows:
 
<TABLE>
<CAPTION>
                                                         1995   1994    1993
                                                         -----  -----  -------
                                                              (MILLIONS)
<S>                                                      <C>    <C>    <C>
Current taxes (benefits):
  Income from operations...............................  $82.9  $78.7  $  87.1
  Net realized capital gains...........................   28.5  (33.2)    18.1
                                                         -----  -----  -------
                                                         111.4   45.5    105.2
                                                         -----  -----  -------
Deferred taxes (benefits):
  Income from operations...............................  (14.4)  (8.0)   (14.2)
  Net realized capital gains...........................  (12.9)  33.7    (14.8)
                                                         -----  -----  -------
                                                         (27.3)  25.7    (29.0)
                                                         -----  -----  -------
  Total................................................  $84.1  $71.2  $  76.2
                                                         -----  -----  -------
                                                         -----  -----  -------
</TABLE>
 
                                      F-18
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
             Notes to Consolidated Financial Statements (continued)
                       December 31, 1995, 1994, and 1993
 
6.  FEDERAL INCOME TAXES (CONTINUED)
Income tax  expense was  different  from the  amount  computed by  applying  the
federal  income tax rate to income before federal income taxes for the following
reasons:
 
<TABLE>
<CAPTION>
                                                          1995    1994    1993
                                                         ------  ------  ------
                                                               (MILLIONS)
<S>                                                      <C>     <C>     <C>
Income before federal income taxes.....................  $260.0  $216.5  $219.1
Tax rate...............................................     35%     35%     35%
                                                         ------  ------  ------
Application of the tax rate............................    91.0    75.8    76.7
                                                         ------  ------  ------
Tax effect of:
  Excludable dividends.................................    (9.3)   (8.6)   (8.7)
  Tax reserve adjustments..............................     3.9     2.9     4.7
  Reinsurance transaction..............................    (0.5)    1.9    (0.2)
  Tax rate change on deferred liabilities..............      --      --     3.7
  Other, net...........................................    (1.0)   (0.8)     --
                                                         ------  ------  ------
  Income tax expense...................................  $ 84.1  $ 71.2  $ 76.2
                                                         ------  ------  ------
                                                         ------  ------  ------
</TABLE>
 
The tax effects of temporary differences  that give rise to deferred tax  assets
and deferred tax liabilities at December 31 are presented below:
 
<TABLE>
<CAPTION>
                                                          1995    1994
                                                         ------  ------
                                                           (MILLIONS)
<S>                                                      <C>     <C>
Deferred tax assets:
  Insurance reserves...................................  $290.4  $211.5
  Net unrealized capital losses........................      --   136.3
  Unrealized gains allocable to experience-rated
   contracts...........................................   216.7      --
  Investment losses not currently deductible...........     7.3    15.5
  Postretirement benefits other than pensions..........     7.7     8.4
  Other................................................    32.0    28.3
                                                         ------  ------
Total gross assets.....................................   554.1   400.0
Less valuation allowance...............................      --   136.3
                                                         ------  ------
Deferred tax assets, net of valuation..................   554.1   263.7
Deferred tax liabilities:
  Deferred policy acquisition costs....................   433.0   385.2
  Unrealized losses allocable to experience-rated
   contracts...........................................      --   108.0
  Market discount......................................     4.4     3.6
  Net unrealized capital gains.........................   288.2      --
  Other................................................    (1.9)    0.4
                                                         ------  ------
Total gross liabilities................................   723.7   497.2
                                                         ------  ------
Net deferred tax liability.............................  $169.6  $233.5
                                                         ------  ------
                                                         ------  ------
</TABLE>
 
                                      F-19
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
             Notes to Consolidated Financial Statements (continued)
                       December 31, 1995, 1994, and 1993
 
6.  FEDERAL INCOME TAXES (CONTINUED)
Net  unrealized capital gains  and losses are  presented in shareholder's equity
net of deferred  taxes. At December  31, 1994, $81.0  million of net  unrealized
capital  losses  were reflected  in  shareholder's equity  without  deferred tax
benefits. As  of December  31, 1995,  no valuation  allowance was  required  for
unrealized capital gains and losses. The reversal of the valuation allowance had
no impact on net income in 1995.
 
The  "Policyholders'  Surplus  Account," which  arose  under prior  tax  law, is
generally that portion of a life  insurance company's statutory income that  has
not  been subject  to taxation.  As of December  31, 1983,  no further additions
could be made  to the  Policyholders' Surplus  Account for  tax return  purposes
under  the  Deficit Reduction  Act  of 1984.  The  balance in  such  account was
approximately $17.2 million  at December 31,  1995. This amount  would be  taxed
only under certain conditions. No income taxes have been provided on this amount
since  management believes  the conditions under  which such  taxes would become
payable are remote.
 
The Internal  Revenue  Service ("Service")  has  completed examinations  of  the
consolidated  federal income tax returns of  Aetna through 1986. Discussions are
being held  with the  Service  with respect  to proposed  adjustments.  However,
management  believes there are adequate defenses against, or sufficient reserves
to provide for, such challenges. The Service has commenced its examinations  for
the years 1987 through 1990.
 
7.  BENEFIT PLANS
Employee   Pension   Plans--The  Company,   in   conjunction  with   Aetna,  has
non-contributory  defined  benefit  pension  plans  covering  substantially  all
employees.  The plans  provide pension  benefits based  on years  of service and
average annual compensation (measured over  sixty consecutive months of  highest
earnings  in  a  120  month  period).  Contributions  are  determined  using the
Projected  Unit  Credit  Method  and,  for  qualified  plans  subject  to  ERISA
requirements,  are limited to the amounts  that are currently deductible for tax
reporting purposes.  The  accumulated benefit  obligation  and plan  assets  are
recorded by Aetna. The accumulated plan assets exceed accumulated plan benefits.
There  has been  no funding  to the plan  for the  years 1993  through 1995, and
therefore, no expense has been recorded by the Company.
 
Agent Pension Plans--The Company, in conjunction with Aetna, has a non-qualified
pension plan covering certain agents.  The plan provides pension benefits  based
on  annual commission earnings.  The accumulated plan  assets exceed accumulated
plan benefits. There has been no funding to the plan for the years 1993  through
1995, and therefore, no expense has been recorded by the Company.
 
Employee  Postretirement  Benefits--In addition  to providing  pension benefits,
Aetna also  provides  certain  postretirement health  care  and  life  insurance
benefits,  subject to  certain caps, for  retired employees.  Medical and dental
benefits are offered to all full-time employees retiring at age 50 with at least
15 years of service or at age 65 with at least 10 years of service. Retirees are
required to contribute to the plans based on their years of service with Aetna.
 
The cost to the Company associated with the Aetna postretirement plans for 1995,
1994 and 1993 were $1.4 million, $1.0 million and $0.8 million, respectively.
 
Agent Postretirement  Benefits--The Company,  in  conjunction with  Aetna,  also
provides  certain  postemployment health  care and  life insurance  benefits for
certain agents.
 
                                      F-20
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
             Notes to Consolidated Financial Statements (continued)
                       December 31, 1995, 1994, and 1993
 
7.  BENEFIT PLANS (CONTINUED)
 
The cost to the Company associated to the agents' postretirement plans for 1995,
1994 and 1993 were $0.8 million, $0.7 million and $0.6 million, respectively.
 
Incentive  Savings Plan--Substantially all employees are eligible to participate
in a savings plan under which designated contributions, which may be invested in
common stock of Aetna  or certain other  investments, are matched,  up to 5%  of
compensation,  by Aetna. Pretax charges to  operations for the incentive savings
plan were $4.9 million, $3.3  million and $3.1 million  in 1995, 1994 and  1993,
respectively.
 
Stock  Plans--Aetna has a  stock incentive plan that  provides for stock options
and deferred contingent common  stock or cash awards  to certain key  employees.
Aetna  also has a stock option plan  under which executive and middle management
employees of Aetna may be granted options  to purchase common stock of Aetna  at
the  market price on the  date of grant or,  in connection with certain business
combinations, may  be granted  options  to purchase  common stock  on  different
terms.  The cost to the Company associated  with the Aetna stock plans for 1995,
1994 and 1993, was $6.3 million, $1.7 million and $0.4 million, respectively.
 
8.  RELATED PARTY TRANSACTIONS
The Company is compensated  by the Separate Accounts  for bearing mortality  and
expense  risks  pertaining to  variable life  and  annuity contracts.  Under the
insurance contracts, the Separate Accounts pay the Company a daily fee which, on
an annual basis, ranges, depending on the  product, from .25% to 1.80% of  their
average  daily net assets. The Company also receives fees from the variable life
and annuity mutual  funds and The  Aetna Series Fund  for serving as  investment
adviser.  Under the advisory agreements,  the Funds pay the  Company a daily fee
which, on an annual basis, ranges, depending on the fund, from .25% to 1.00%  of
their  average  daily net  assets.  The advisory  agreements  also call  for the
variable funds to pay their own administrative expenses and for The Aetna Series
Fund to  pay certain  administrative expenses.  The Company  also receives  fees
(expressed  as a  percentage of  the average  daily net  assets) from  The Aetna
Series Fund  for providing  administration, shareholder  services and  promoting
sales.  The amount of compensation and  fees received from the Separate Accounts
and Funds,  included  in Charges  Assessed  Against Policyholders,  amounted  to
$128.1  million,  $104.6  million and  $93.6  million  in 1995,  1994  and 1993,
respectively. The Company may waive advisory fees at its discretion.
 
The Company may, from time  to time, make reimbursements to  a Fund for some  or
all  of its operating expenses. Reimbursement  arrangements may be terminated at
any time without notice.
 
Since 1981, all  domestic individual non-participating  life insurance of  Aetna
and  its subsidiaries  has been  issued by  the Company.  Effective December 31,
1988, the Company entered into a reinsurance agreement with Aetna Life Insurance
Company ("Aetna  Life")  in which  substantially  all of  the  non-participating
individual  life and annuity  business written by  Aetna Life prior  to 1981 was
assumed by the  Company. A  $108.0 million commission,  paid by  the Company  to
Aetna  Life in 1988,  was capitalized as deferred  policy acquisition costs. The
Company maintained insurance reserves of $655.5 million and $690.3 million as of
December 31, 1995 and 1994, respectively,  relating to the business assumed.  In
consideration  for  the  assumption of  this  business, a  loan  was established
relating to the assets held by Aetna Life which support the insurance  reserves.
The  loan is being reduced in accordance  with the decrease in the reserves. The
fair value of this loan was $663.5 million and $630.3 million as of December 31,
1995 and 1994, respectively, and is based upon the fair value of the  underlying
assets.  Premiums of $28.0 million, $32.8  million and $33.3 million and current
and future  benefits of  $43.0 million,  $43.8 million  and $55.4  million  were
assumed in 1995, 1994 and 1993, respectively.
 
                                      F-21
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
             Notes to Consolidated Financial Statements (continued)
                       December 31, 1995, 1994, and 1993
 
8.  RELATED PARTY TRANSACTIONS (CONTINUED)
Investment  income  of  $46.5  million,  $51.5  million  and  $53.3  million was
generated from  the  reinsurance loan  to  affiliate  in 1995,  1994  and  1993,
respectively. Net income of approximately $18.4 million, $25.1 million and $13.6
million resulted from this agreement in 1995, 1994 and 1993, respectively.
 
On  December 16, 1988, the Company assumed $25.0 million of premium revenue from
Aetna Life  for the  purchase and  administration of  a life  contingent  single
premium  variable  payout annuity  contract. In  addition,  the Company  also is
responsible for administering fixed annuity payments that are made to annuitants
receiving variable payments. Reserves  of $28.0 million  and $24.2 million  were
maintained for this contract as of December 31, 1995 and 1994, respectively.
 
Effective  February  1,  1992, the  Company  increased its  retention  limit per
individual life to $2.0  million and entered into  a reinsurance agreement  with
Aetna  Life to reinsure amounts in excess of this limit, up to a maximum of $8.0
million on any new individual life  business, on a yearly renewable term  basis.
Premium  amounts related to  this agreement were $3.2  million, $1.3 million and
$0.6 million for 1995, 1994 and 1993, respectively.
 
The Company received no capital contributions in 1995, 1994 or 1993.
 
The Company distributed  $2.9 million in  the form  of dividends of  two of  its
subsidiaries, SBA and AISI, to Aetna Retirement Services, Inc. in 1995.
 
Premiums  due and other  receivables include $5.7 million  and $27.6 million due
from affiliates in 1995 and 1994, respectively. Other liabilities include  $12.4
million and $27.9 million due to affiliates for 1995 and 1994, respectively.
 
Substantially all of the administrative and support functions of the Company are
provided by Aetna and its affiliates. The financial statements reflect allocated
charges  for these  services based  upon measures  appropriate for  the type and
nature of service provided.
 
9.  REINSURANCE
The Company utilizes indemnity reinsurance agreements to reduce its exposure  to
large  losses in all aspects of its insurance business. Such reinsurance permits
recovery of a portion of losses from reinsurers, although it does not  discharge
the  primary liability of the Company as  direct insurer of the risks reinsured.
The Company  evaluates  the  financial  strength  of  potential  reinsurers  and
continually   monitors  the  financial  condition   of  reinsurers.  Only  those
reinsurance recoverables deemed probable of recovery are reflected as assets  on
the Company's Consolidated Balance Sheets.
 
                                      F-22
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
             Notes to Consolidated Financial Statements (continued)
                       December 31, 1995, 1994, and 1993
 
9.  REINSURANCE (CONTINUED)
The  following table  includes premium amounts  ceded/assumed to/from affiliated
companies as discussed in Note 8 above.
 
<TABLE>
<CAPTION>
                                                                      CEDED TO        ASSUMED
                                                          DIRECT        OTHER       FROM OTHER       NET
                                                          AMOUNT      COMPANIES      COMPANIES     AMOUNT
                                                         ---------  -------------  -------------  ---------
                                                                             (MILLIONS)
<S>                                                      <C>        <C>            <C>            <C>
1995
Premiums:
  Life Insurance.......................................  $    28.8    $     8.6      $    28.0    $    48.2
  Accident and Health Insurance........................        7.5          7.5             --           --
  Annuities............................................       82.1           --            0.5         82.6
                                                         ---------        -----          -----    ---------
  Total earned premiums................................  $   118.4    $    16.1      $    28.5    $   130.8
                                                         ---------        -----          -----    ---------
                                                         ---------        -----          -----    ---------
 
1994
Premiums:
  Life Insurance.......................................  $    27.3    $     6.0      $    32.8    $    54.1
  Accident and Health Insurance........................        9.3          9.3             --           --
  Annuities............................................       69.9           --            0.2         70.1
                                                         ---------        -----          -----    ---------
  Total earned premiums................................  $   106.5    $    15.3      $    33.0    $   124.2
                                                         ---------        -----          -----    ---------
                                                         ---------        -----          -----    ---------
1993
Premiums:
  Life Insurance.......................................  $    22.4    $     5.6      $    33.3    $    50.1
  Accident and Health Insurance........................       12.9         12.9             --           --
  Annuities............................................       31.3           --            0.7         32.0
                                                         ---------        -----          -----    ---------
  Total earned premiums................................  $    66.6    $    18.5      $    34.0    $    82.1
                                                         ---------        -----          -----    ---------
                                                         ---------        -----          -----    ---------
</TABLE>
 
                                      F-23
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
             Notes to Consolidated Financial Statements (continued)
                       December 31, 1995, 1994, and 1993
 
10. FINANCIAL INSTRUMENTS
 
ESTIMATED FAIR VALUE
 
The carrying  values  and  estimated  fair values  of  the  Company's  financial
instruments at December 31, 1995 and 1994 were as follows:
 
<TABLE>
<CAPTION>
                                                                      1995                  1994
                                                              --------------------  --------------------
                                                              CARRYING     FAIR     CARRYING     FAIR
                                                                VALUE      VALUE      VALUE      VALUE
                                                              ---------  ---------  ---------  ---------
                                                                              (MILLIONS)
<S>                                                           <C>        <C>        <C>        <C>
Assets:
  Cash and cash equivalents.................................  $   568.8  $   568.8  $   623.3  $   623.3
  Short-term investments....................................       15.1       15.1       98.0       98.0
  Debt securities...........................................   12,720.8   12,720.8   10,191.4   10,191.4
  Equity securities.........................................      257.6      257.6      229.1      229.1
  Limited partnership.......................................         --         --       24.4       24.4
  Mortgage loans............................................       21.2       21.9        9.9        9.9
 
Liabilities:
  Investment contract liabilities:
    With a fixed maturity...................................      989.1    1,001.2      826.7      833.5
    Without a fixed maturity................................    9,511.0    9,298.4    8,122.6    7,918.2
</TABLE>
 
Fair  value estimates are made  at a specific point  in time, based on available
market information  and  judgments  about  the  financial  instrument,  such  as
estimates  of timing and amount of expected future cash flows. Such estimates do
not reflect any premium or discount that could result from offering for sale  at
one time the Company's entire holdings of a particular financial instrument, nor
do  they  consider the  tax impact  of  the realization  of unrealized  gains or
losses. In  many cases,  the fair  value estimates  cannot be  substantiated  by
comparison  to independent markets,  nor can the disclosed  value be realized in
immediate settlement of the instrument.  In evaluating the Company's  management
of  interest  rate  and  liquidity  risk, the  fair  values  of  all  assets and
liabilities should be taken into consideration, not only those above.
 
The following valuation  methods and  assumptions were  used by  the Company  in
estimating the fair value of the above financial instruments:
 
SHORT-TERM INSTRUMENTS:  Fair values are based on quoted market prices or dealer
quotations.  Where quoted market prices are  not available, the carrying amounts
reported in the Consolidated Balance Sheets approximates fair value.  Short-term
instruments  have a maturity date of one year  or less and include cash and cash
equivalents, and short-term investments.
 
DEBT AND EQUITY SECURITIES:   Fair values are based  on quoted market prices  or
dealer  quotations.  Where quoted  market prices  or  dealer quotations  are not
available, fair value  is estimated by  using quoted market  prices for  similar
securities or discounted cash flow methods.
 
                                      F-24
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
             Notes to Consolidated Financial Statements (continued)
                       December 31, 1995, 1994, and 1993
 
10. FINANCIAL INSTRUMENTS (CONTINUED)
MORTGAGE  LOANS:  Fair value is  estimated by discounting expected mortgage loan
cash flows at market rates which reflect the rates at which similar loans  would
be  made to similar borrowers. The  rates reflect management's assessment of the
credit quality and the remaining duration of the loans. The fair value  estimate
of mortgage loans of lower quality, including problem and restructured loans, is
based on the estimated fair value of the underlying collateral.
 
INVESTMENT  CONTRACT LIABILITIES (INCLUDED IN POLICYHOLDERS' FUNDS LEFT WITH THE
COMPANY):
 
WITH A FIXED MATURITY:   Fair value  is estimated by  discounting cash flows  at
interest  rates currently  being offered  by, or  available to,  the Company for
similar contracts.
 
WITHOUT A FIXED MATURITY:  Fair value is estimated as the amount payable to  the
contractholder  upon  demand.  However, the  Company  has the  right  under such
contracts to delay payment of withdrawals which may ultimately result in  paying
an amount different than that determined to be payable on demand.
 
OFF-BALANCE-SHEET   FINANCIAL   INSTRUMENTS   (INCLUDING   DERIVATIVE  FINANCIAL
INSTRUMENTS)
 
During 1995,  the Company  received $0.4  million for  writing call  options  on
underlying  securities. As of  December 31, 1995 there  were no option contracts
outstanding.
 
At December 31, 1995, the Company had  a forward swap agreement with a  notional
amount of $100.0 million and a fair value of $0.1 million.
 
The Company did not have transactions in derivative instruments in 1994.
 
The  Company also holds  investments in certain debt  and equity securities with
derivative characteristics (i.e., including the fact that their market value  is
at  least partially determined by,  among other things, levels  of or changes in
interest rates, prepayment rates, equity markets or credit ratings/spreads). The
amortized cost and fair value of these securities, included in the $13.4 billion
investment portfolio, as of December 31, 1995 was as follows:
 
<TABLE>
<CAPTION>
                                                               AMORTIZED      FAIR
(MILLIONS)                                                       COST         VALUE
                                                              -----------  -----------
<S>                                                           <C>          <C>
Collateralized mortgage obligations.........................   $ 2,383.9   $   2,549.3
Principal-only strips (included above)......................        38.7          50.0
Interest-only strips (included above).......................        10.7          20.7
Structured Notes (1)........................................        95.0         100.3
</TABLE>
 
(1) Represents non-leveraged instruments whose  fair values and credit risk  are
    based  on  underlying  securities,  including  fixed  income  securities and
    interest rate swap agreements.
 
11. COMMITMENTS AND CONTINGENT LIABILITIES
 
COMMITMENTS
 
Through the  normal course  of  investment operations,  the Company  commits  to
either  purchase or sell  securities or money market  instruments at a specified
future date and at a specified  price or yield. The inability of  counterparties
to  honor these  commitments may  result in  either higher  or lower replacement
cost. Also, there is likely to be a change in
 
                                      F-25
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
             Notes to Consolidated Financial Statements (continued)
                       December 31, 1995, 1994, and 1993
 
11. COMMITMENTS AND CONTINGENT LIABILITIES (CONTINUED)
the value of the  securities underlying the commitments.  At December 31,  1995,
the  Company had commitments to purchase  investments of $31.4 million. The fair
value of the investments at December 31, 1995 approximated $31.5 million.  There
were no outstanding forward commitments at December 31, 1994.
 
LITIGATION
 
There  were  no material  legal proceedings  pending against  the Company  as of
December 31, 1995 or December 31, 1994 which were beyond the ordinary course  of
business. The Company is involved in lawsuits arising, for the most part, in the
ordinary course of its business operations as an insurer.
 
12. SEGMENT INFORMATION
The  Company's operations are reported through two major business segments: Life
Insurance and Financial Services.
 
Summarized financial information for the  Company's principal operations was  as
follows:
 
<TABLE>
<CAPTION>
(MILLIONS)                                                       1995         1994         1993
                                                              -----------  -----------  -----------
<S>                                                           <C>          <C>          <C>
Revenue:
  Financial services........................................  $   1,129.4  $     946.1  $     892.8
  Life insurance............................................        407.9        386.1        371.7
                                                              -----------  -----------  -----------
  Total revenue.............................................  $   1,537.3  $   1,332.2  $   1,264.5
                                                              -----------  -----------  -----------
Income before federal income taxes:
  Financial services........................................  $     158.0  $     119.7  $     121.1
  Life insurance............................................        102.0         96.8         98.0
                                                              -----------  -----------  -----------
  Total income before federal income taxes..................  $     260.0  $     216.5  $     219.1
                                                              -----------  -----------  -----------
Net income:
  Financial services........................................  $     113.8  $      85.5  $      86.8
  Life insurance............................................         62.1         59.8         56.1
                                                              -----------  -----------  -----------
Net income..................................................  $     175.9  $     145.3  $     142.9
                                                              -----------  -----------  -----------
Assets under management, at fair value:
  Financial services........................................  $  23,224.3  $  17,785.2  $  16,600.5
  Life insurance............................................      2,698.1      2,171.7      2,175.5
                                                              -----------  -----------  -----------
  Total assets under management.............................  $  25,922.4  $  19,956.9  $  18,776.0
                                                              -----------  -----------  -----------
                                                              -----------  -----------  -----------
</TABLE>
 
                                      F-26
<PAGE>

                    STATEMENT OF ADDITIONAL INFORMATION

                       VARIABLE ANNUITY ACCOUNT C

                       VARIABLE ANNUITY CONTRACTS

                               ISSUED BY

                AETNA LIFE INSURANCE AND ANNUITY COMPANY
















FORM NO. 91846(S)-2                                     ALIAC ED.  MAY 1996


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