VARIABLE ANNUITY ACCT C OF AETNA LIFE INSURANCE & ANNUITY CO
485BPOS, 1996-04-09
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<PAGE>

As filed with the Securities and Exchange              Registration No. 33-75980
Commission April 9, 1996                               Registration No. 811-2513

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM N-4
- --------------------------------------------------------------------------------
                       Post-Effective Amendment No. 3 To
              REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                                and Amendment To


        REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

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

                    Aetna Life Insurance and Annuity Company
                              (NAME OF DEPOSITOR)

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

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

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

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


               immediately upon filing pursuant to paragraph (b) of Rule 485
          ----
            X  on MAY 1, 1996 pursuant to paragraph (b) of Rule 485
          ----

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


<PAGE>


                           VARIABLE ANNUITY ACCOUNT C
                             CROSS REFERENCE SHEET

<TABLE>
<CAPTION>
FORM N-4
ITEM NO.               PART A (PROSPECTUS)                      LOCATION
- --------               -------------------                      --------
<S>              <C>                                      <C>
  1              Cover Page . . . . . . . . . . . . . . . Cover Page

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

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

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

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

  6              Deductions and Expenses. . . . . . . . . Charges and Deductions; The 
                                                          Contract - Distribution

  7              General Description of Variable Annuity 
                 Contracts. . . . . . . . . . . . . . . . Contract Rights; Miscellaneous

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

  9              Death Benefit. . . . . . . . . . . . . . Death Benefit

 10              Purchases and Contract Value . . . . . . The Contract;
                                                          Determining Contract Value

 11              Redemptions. . . . . . . . . . . . . . . Contract Rights - Withdrawals; 
                                                          Contract Rights - Right to 
                                                          Cancel

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

 13              Legal Proceedings. . . . . . . . . . . . Miscellaneous - Legal 
                                                          Proceedings

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

<PAGE>

<TABLE>
<CAPTION>
FORM N-4
ITEM NO.       PART B (STATEMENT OF ADDITIONAL INFORMATION)    LOCATION
- ---------      -------------------------------------------     ---------
<S>              <C>                                      <C>
 15               Cover Page . . . . . . . . . . . . . . . Cover page

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

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

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

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

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

 21               Calculation of Performance Data. . . . . Not Applicable

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

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


                          Part C (OTHER INFORMATION)

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

<PAGE>
                           VARIABLE ANNUITY ACCOUNT C
                               Prospectus Dated:
   
                                  MAY 1, 1996
    

          GROUP INSTALLMENT VARIABLE ANNUITY CONTRACTS FOR HR 10 PLANS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
This  Prospectus  describes group  installment  Variable Annuity  Contracts (the
"Contracts") issued by Aetna Life Insurance and Annuity Company (the "Company").
The Contract is  designed to fund  Plans ("Plans") that  provide for  retirement
income.  The Plans may be entitled  to tax-deferred treatment under the Internal
Revenue Code of 1986, as amended (the "Code").
 
The Contract allows  values to  accumulate under credited  interest or  variable
options,  or a combination of these options. It also provides for the payment of
annuity benefits on a fixed or variable basis, or a combination thereof.
 
The variable funding  options currently available  through the Separate  Account
under the Contract described in this Prospectus are as follows:
 
    - Aetna Variable Fund
    - Aetna Income Shares
    - Aetna Variable Encore Fund
    - Aetna Investment Advisers Fund, Inc.
    - TCI Growth (a Twentieth Century fund)
 
The  credited interest options available for  the accumulation of values are the
Guaranteed  Accumulation  Account   and  the  Fixed   Account.  The   Guaranteed
Accumulation  Account and the Fixed Account are  offered only in those states in
which they  are  approved. Except  as  specifically mentioned,  this  Prospectus
describes  only  the variable  options of  the  Contract. Information  about the
Guaranteed Accumulation Account and the Fixed Account is found in Appendix I and
Appendix II, respectively.
 
   
This Prospectus contains the information  about Variable Annuity Account C  (the
"Separate  Account") that a  prospective investor should  know before investing.
Additional information about the Separate Account is contained in a Statement of
Additional Information ("SAI") dated May 1,  1996 which has been filed with  the
Securities  and Exchange Commission and is incorporated herein by reference. The
Table of Contents  for the  SAI is  printed in this  prospectus. An  SAI may  be
obtained  without charge  by indicating  the request  on the  prospectus receipt
contained in this prospectus or by calling 1-800-232-5422.
    
 
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.
 
NO  PERSON  IS AUTHORIZED  BY THE  COMPANY TO  GIVE INFORMATION  OR TO  MAKE ANY
REPRESENTATIONS, OTHER THAN  THOSE CONTAINED IN  THIS PROSPECTUS, IN  CONNECTION
WITH  THE  OFFERS  CONTAINED  IN  THIS  PROSPECTUS.  THIS  PROSPECTUS  DOES  NOT
CONSTITUTE AN  OFFERING IN  ANY  JURISDICTION IN  WHICH  SUCH OFFERING  MAY  NOT
LAWFULLY BE MADE.
 
   
  THIS PROSPECTUS AND THE STATEMENT OF ADDITIONAL INFORMATION ARE DATED MAY 1,
                                     1996.
    
<PAGE>
                               TABLE OF CONTENTS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                         PAGE
                                                    ---------------
<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
THE FUNDS.........................................                1
    Fund Investment Advisers......................                2
    Mixed and Shared Funding......................                2
    Fund Additions, Limitations and
     Substitutions................................                2
    404(c) Protection.............................                2
THE CONTRACT......................................                3
    Contract Purchase.............................                3
    Net Purchase Payments.........................                3
    Distribution..................................                4
DETERMINING CONTRACT VALUE........................                4
    Accumulation Units............................                4
    Net Investment Factor.........................                5
CONTRACT RIGHTS...................................                5
    Right to Cancel...............................                5
    Rights Under the Contract.....................                5
    Transfers and Allocation Changes..............                5
    Withdrawals...................................                5
    Reinvestment Privilege........................                6
CHARGES AND DEDUCTIONS............................                6
    Maintenance Fee...............................                6
    Mortality and Expense Risk Charges............                7
    Administrative Expense Charge.................                7
    Fund Expenses.................................                7
    Allocation and Transfer of Fees...............                7
    Deferred Sales Charge.........................                7
    Premium Tax...................................                8
ADDITIONAL WITHDRAWAL OPTIONS.....................                8
    General.......................................                8
    Estate Conservation Option....................                9
    Systematic Withdrawal Option..................                9
ANNUITY PERIOD....................................               10
    Annuity Period Elections......................               10
    Annuity Options...............................               11
</TABLE>
<PAGE>
<TABLE>
<S>                                                 <C>
DEATH BENEFIT.....................................               12
    Accumulation Period...........................               12
    Annuity Period................................               12
TAX STATUS........................................               13
    Federal Tax Status of the Company.............               13
    Use of the Contract...........................               13
    Tax Status of Amounts Distributed Under The
     Contract.....................................               13
MISCELLANEOUS.....................................               14
    Voting Rights.................................               14
    Modification of the Contract..................               14
    Contract Holder Inquiries.....................               15
    Telephone Transfers...........................               15
    Transfer of Ownership; Assignment.............               15
    Legal Proceedings.............................               15
    Legal Matters.................................               15
CONTENTS OF THE STATEMENT OF ADDITIONAL
  INFORMATION.....................................               15
APPENDIX I--GUARANTEED ACCUMULATION ACCOUNT.......               16
APPENDIX II--FIXED ACCOUNT........................               17
</TABLE>
<PAGE>
                                  DEFINITIONS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
As used in this Prospectus, the following terms have the meanings shown:
 
ACCOUNT  VALUE:  The  dollar value  of  amounts held  in  an Account  as  of any
Valuation Period, including the  value of the Accumulation  Units in the  Funds,
the  amounts held in  GAA, and any  amounts invested in  the Fixed Account, plus
interest earned on those amounts, less  any maintenance fees due, but  excluding
amounts used for Annuity Options.
 
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 the  Separate  Account  assets
attributable to each Fund used as a variable funding option.
 
AGGREGATE  PURCHASE PAYMENT(S): The sum of  all Purchase Payment(s) made under a
Contract.
 
ANNUITANT: A natural person on whose life an Annuity payment is based.
 
ANNUITY: A series of payments for life, for a definite period, or a  combination
of the two.
 
ANNUITY PERIOD: The period during which Annuity payments are made.
 
ANNUITY  UNIT: A unit of  measure used to calculate  the amount of each variable
annuity payment.
 
CODE: Internal Revenue Code of 1986, as amended.
 
COMPANY: Aetna Life Insurance and Annuity Company, sometimes referred to as "we"
or "us".
 
CONTRACT: The  group installment  Purchase  Payment variable  annuity  contracts
offered by this Prospectus.
 
CONTRACT HOLDER: The entity to which the Contract is issued. The Contract Holder
is usually the trustee of a trusteed Plan.
 
CONTRACT YEAR: For Contracts issued before June 1, 1992, the period of 12 months
measured  from the  Contract's effective  date or  from any  anniversary of such
effective date. For Contracts issued on and after June 1, 1992, the period of 12
months measured  from the  date the  first Purchase  Payment is  applied to  the
Contract or from any anniversary of such date, subject to state approval.
 
DISTRIBUTOR(S):  The registered broker-dealer(s) which have entered into selling
agreements with the  Company to offer  and sell the  Contracts. The Company  may
also serve as a Distributor.
 
EFFECTIVE  DATE: The date on which the Company accepts and approves the Contract
application.

   
FUNDS: An open-end  registered management  investment company  whose shares  are
purchased by the Separate Account to fund the benefits provided by the Contract.
    

GAA:  Guaranteed Accumulation Account, the credited interest option available in
most jurisdictions for deposits under the Contract.
 
HOME OFFICE: The Company's principal executive offices located at 151 Farmington
Avenue, Hartford, Connecticut 06156.
 
INDIVIDUAL ACCOUNT:  A  record  established for  each  Participant  to  identify
Contract  values accumulated on the Participant's behalf during the Accumulation
Period.
 
MARKET VALUE ADJUSTMENT: An amount deducted or added to amounts withdrawn  early
from  the Guaranteed Accumulation Account to reflect changes in the market value
of the investment since the date of  deposit. See Appendix I and the  prospectus
for the Guaranteed Accumulation Account for a discussion of how the market value
adjustment is actually calculated.
 
- --------------------------------------------------------------------------------
                                DEFINITIONS - 1
<PAGE>
NET  PURCHASE  PAYMENTS(S):  The  Purchase  Payment(s)  less  premium  taxes, if
applicable.
 
PARTICIPANT ("YOU"): An eligible person participating in a Plan.
 
PLAN(S): Qualified tax-deferred  retirement plans  established by  self-employed
individuals (HR 10).
 
PLAN  ACCOUNT: The record established for a  Contract Holder of the Net Purchase
Payment(s) accumulated  under  a  Contract where  Individual  Accounts  are  not
maintained.
 
PURCHASE PAYMENT(S): The gross payment(s) made to the Company under a Contract.
 
SEC: Securities and Exchange Commission.
 
SEPARATE  ACCOUNT:  Variable  Annuity Account  C,  an account  whose  assets are
segregated from other assets of the Company and which holds shares of the  Funds
acquired  for the Contracts. The  Company holds title to  the assets held in the
Separate Account.
 
UNDERWRITER: The registered broker-dealer which contracts with other  registered
broker-dealers  on  behalf  of  the  Separate  Account  to  offer  and  sell the
Contracts.
 
VALUATION PERIOD: The period of time from  when a Fund determines its net  asset
value  until the next time  it determines its net  asset value, usually from 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 until the close
of business the next such business day.

   
VALUATION RESERVE:  A reserve  established  pursuant to  the insurance  laws  of
Connecticut  to measure voting rights during the Annuity Period and the value of
a commutation  right  available under  the  "Payments for  a  Specified  Period"
nonlifetime Annuity option when elected on a variable basis under the Contract.
    

VARIABLE ANNUITY CONTRACT: An Annuity Contract providing for the accumulation of
values and for Annuity payments which vary in dollar amount with investment.
 
- --------------------------------------------------------------------------------
                                DEFINITIONS - 2
<PAGE>
                               PROSPECTUS SUMMARY
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
CONTRACT PURCHASE
 
    The   Contracts  are   designed  for  Plans   established  by  self-employed
individuals (HR 10).  The Contract  may be  purchased by  completing the  proper
application  form and submitting it to the Distributor with the initial Purchase
Payment. "Contract Purchase" in this Prospectus outlines the complete process of
purchasing a Variable Annuity Contract.
 
REDEMPTION
 
    The Contract Holder  may withdraw all  or a  portion of the  Contract or  an
Individual  Account value during the  Accumulation Period by properly completing
and submitting  to the  Company a  disbursement form  provided by  the  Company.
Certain  charges and deductions  may be assessed  upon withdrawal. (See "Charges
and Deductions.")
 
DEFERRED SALES CHARGE
 
    The maximum  deferred sales  charge that  could  be assessed  on a  full  or
partial  withdrawal is 5% of the  amount withdrawn. (See "Deferred Sales Charge"
and "Withdrawals.")
 
TAXES AND WITHHOLDING
 
    Certain distributions are  subject to mandatory  withholding. A 10%  federal
penalty tax may be imposed on a premature distribution paid to the Participants.
(See "Tax Status of Amounts Distributed Under the Contract.")
 
CONTRACT CHARGES
 
    Certain  other  charges  are  associated  with  this  Contract  such  as the
maintenance fee,  mortality and  expense  risk charges,  administrative  expense
charge,  fund  expenses, allocation  and transfer  fees,  and premium  tax. (See
"Charges and Deductions" for a compete explanation of these charges.)
 
FREE LOOK
 
    The Contract Holder  may cancel the  Contract no later  than ten days  after
receiving it (or as otherwise allowed by state law) by returning it along with a
written  notice  of  cancellation  to the  Company.  Unless  state  law requires
otherwise, the amount you will receive on cancellation under this provision  may
reflect  the investment  performance of the  Purchase Payments  deposited in the
Separate Account while  invested. In certain  cases, this may  be less than  the
amount of your Purchase Payments. (See "Contract Rights--Right to Cancel.")
 
- --------------------------------------------------------------------------------
                                  SUMMARY - 1
<PAGE>
                                   FEE TABLE
   
                    (BASED ON YEAR ENDED DECEMBER 31, 1995)
    
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
The  purpose of the Fee Table is to assist Contract Holders in understanding the
various costs and expenses that will be borne, directly or indirectly, under the
Contract. The information listed reflects the charges due under the Contract  as
well  as the fees  and expenses deducted from  the Funds. Additional information
regarding the charges and  deductions assessed under the  Contract can be  found
under "Charges and Deductions" in this Prospectus. Charges and expenses shown do
not take into account premium taxes that may be applicable.
 
CONTRACT HOLDER TRANSACTION EXPENSES
 
Deferred Sales Charge (as a percentage of amount withdrawn)(1):
 
<TABLE>
<CAPTION>
                                                                   DEDUCTION
                                                                  ------------
<S>                                                               <C>
COMPLETED CONTRACT YEARS
  Less than 5                                                              5%
  5 or more but less than 7                                                4%
  7 or more but less than 9                                                3%
  9 or more but less than 10                                               2%
  10 or more                                                               0%
 
ALLOCATION AND TRANSFER FEES(2)                                    $    0.00
 
ANNUAL CONTRACT MAINTENANCE FEE(3)                                     30.00
</TABLE>
 
SEPARATE ACCOUNT ANNUAL EXPENSES
 
    (Daily deductions, equal to the percentage shown on an annual basis, made
from amounts allocated to the variable options)
 
<TABLE>
<S>                                                               <C>
  Mortality and Expense Risk Fees                                       1.25%
  Administrative Expense Charge(4)                                         0%
                                                                  ------------
    Total Separate Account Annual Expenses                              1.25%
                                                                  ------------
                                                                  ------------
</TABLE>

   

(1) The total amount deducted for the deferred sales charge will not exceed 8.5%
    of the Purchase  Payments made  to the  Individual Account.  The deferred 
    sales charge may be referred to  in the Contract as  a "surrender fee." See
    "Deferred Sales Charge" for instances in which this charge is not deducted.
 
(2)  The Company currently allows an unlimited number of transfers or allocation
     changes without charge. However, we reserve the right to impose a fee of 
     $10 for each transfer or allocation change in excess of 12 per calendar 
     year. (See "Transfers and Allocation Changes.")
 
(3)  A Maintenance fee, to the extent permitted by state law, is also deducted
     upon termination of an Account.

(4)  The Company currently does not impose an Administrative Expense Charge. 
     However, the Company reserves the right to deduct a daily charge of not 
     more than 0.25% per year from the variable portion of contract values.
    
- --------------------------------------------------------------------------------
                                 FEE TABLE - 1
<PAGE>
MUTUAL FUND ANNUAL EXPENSES

   
(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          OTHER
                                                        FEES(1)        EXPENSES(2)     TOTAL FUND
                                                     (AFTER EXPENSE   (AFTER EXPENSE     ANNUAL
                                                     REIMBURSEMENT)   REIMBURSEMENT)    EXPENSES
                                                     --------------   --------------   -----------
 <S>                                                 <C>              <C>              <C>
 Aetna Variable Fund(3)                                   0.25%            0.06%          0.31%
 Aetna Income Shares(3)                                   0.25%            0.08%          0.33%
 Aetna Variable Encore Fund(3)                            0.25%            0.10%          0.35%
 Aetna Investment Advisers Fund, Inc.(3)                  0.25%            0.08%          0.33%
 TCI Growth(4)                                            1.00%            0.00%          1.00%
</TABLE>
 
- --------------------------
(1) Certain  of  the  unaffiliated  Fund  managers  reimburse  the  Company  for
    administrative costs incurred in connection with administering the Fund as a
    variable  funding option under  the Contract. These  reimbursements are paid
    out of  the  managers' investment  advisory  fees  and are  not  charged  to
    investors.
 
(2) A  Fund's "Other Expenses" include operating costs of the fund. The expenses
    are factored into the Fund's net asset  value and are not deducted from  the
    Contract Holder's or Participant's Account Value.
 
(3) 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.
 
(4) The Portfolio's investment adviser pays all expenses of the Portfolio except
    brokerage  commissions,  taxes,   interest,  fees,  and   expenses  of   the
    non-interested   directors  (including   counsel  fees)   and  extraordinary
    expenses.  These  expenses  have  historically  represented  a  very   small
    percentage (less than 0.01%) of total net assets in a fiscal year.
    
 
HYPOTHETICAL ILLUSTRATION (EXAMPLE)
 
THIS   EXAMPLE  IS   PURELY  HYPOTHETICAL.  IT   SHOULD  NOT   BE  CONSIDERED  A
REPRESENTATION OF PAST OF  FUTURE EXPENSES OR  EXPECTED RETURN. ACTUAL  EXPENSES
AND/OR RETURN MAY BE MORE OR LESS THAN THOSE SHOWN BELOW.
 
    Assuming  a 5% annual return on assets, you would have paid the following on
a $1,000 investment:(1)
 
<TABLE>
<CAPTION>
   
                                                                  EXAMPLE A                              EXAMPLE B
                                                     ------------------------------------   ------------------------------------
                                                     IF YOU MAKE A COMPLETE WITHDRAWAL OF      IF YOU DO NOT MAKE A COMPLETE
                                                       YOUR CONTRACT AT THE END OF THE       WITHDRAWAL OF YOUR CONTRACT OR IF
                                                           APPLICABLE TIME PERIOD:                    YOU ANNUITIZE:*
                                                     ------------------------------------   ------------------------------------
                                                                3                                      3
                                                     1 YEAR   YEARS    5 YEARS   10 YEARS   1 YEAR   YEARS    5 YEARS   10 YEARS
                                                     ------   ------   -------   --------   ------   ------   -------   --------
 <S>                                                 <C>      <C>      <C>       <C>        <C>      <C>      <C>       <C>
 Aetna Variable Fund                                   $68      $106     $135      $191       $16      $51      $ 88      $191
 Aetna Income Shares                                   $68      $107     $136      $193       $17      $51      $ 89      $193
 Aetna Variable Encore Fund                            $68      $107     $137      $195       $17      $52      $ 90      $195
 Aetna Investment Advisers Fund, Inc.                  $68      $107     $136      $193       $17      $51      $ 89      $193
 TCI Growth                                            $75      $126     $169      $263       $23      $72      $123      $263
    
</TABLE>

   
- --------------------------
(1) The illustration reflects  the $30.00  annual maintenance fee  as an  annual
    charge of 0.049% of assets.
 * This  example would  not apply  if a  nonlifetime variable  annuity option is
   selected and a  lump sum  settlement is  requested within  three years  after
   annuity  payments  start since  the  lump-sum payment  will  be treated  as a
   withdrawal during the Accumulation Period and will be subject to any deferred
   sales charge that would than apply. (See Example A.)

    
- --------------------------------------------------------------------------------
                                 FEE TABLE - 2
<PAGE>
                        CONDENSED FINANCIAL INFORMATION
   (SELECTED DATA FOR ACCUMULATION UNITS OUTSTANDING THROUGHOUT EACH PERIOD)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

   
THE CONDENSED FINANCIAL INFORMATION PRESENTED BELOW FOR EACH OF THE YEARS IN THE
TEN-YEAR PERIOD ENDED  DECEMBER 31, 1995  (AS APPLICABLE), IS  DERIVED FROM  THE
FINANCIAL  STATEMENTS OF THE  SEPARATE ACCOUNT, WHICH  FINANCIAL STATEMENTS HAVE
BEEN AUDITED  BY KPMG  PEAT  MARWICK LLP,  INDEPENDENT AUDITORS.  THE  FINANCIAL
STATEMENTS  AS OF AND FOR  THE YEAR ENDED DECEMBER  31, 1995 AND THE INDEPENDENT
AUDITORS'  REPORT  THEREON,  ARE  INCLUDED   IN  THE  STATEMENT  OF   ADDITIONAL
INFORMATION.
    

<TABLE>
<CAPTION>
   
                                                  1995         1994          1993         1992         1991
                                               ----------   -----------   ----------   ----------   ----------
<S>                                            <C>          <C>           <C>          <C>          <C>
AETNA VARIABLE FUND
Value at beginning of period                   $  105.558   $   107.925   $  102.383   $   97.165   $   77.845
Value at end of period                         $  137.869   $   105.558   $  107.925   $  102.383   $   97.165
Increase (decrease) in value of accumulation
 unit(1)                                            30.61%        (2.19)%       5.41%        5.37%       24.82%
Number of accumulation units outstanding at
 end of period                                  6,364,000    13,966,072   21,148,863   24,201,565   20,948,226
AETNA INCOME SHARES
Value at beginning of period                   $   40.173   $    42.283   $   39.038   $   36.789   $   31.192
Value at end of period                         $   46.913   $    40.173   $   42.283   $   39.038   $   36.789
Increase (decrease) in value of accumulation
 unit(1)                                            16.78%        (4.99)%       8.31%        6.11%       17.94%
Number of accumulation units outstanding at
 end of period                                  2,377,622     5,108,720    8,210,666    8,507,292    7,844,412
AETNA VARIABLE ENCORE FUND
Value at beginning of period                   $   36.271   $    35.282   $   34.619   $   33.812   $   32.138
Value at end of period                         $   37.988   $    36.271   $   35.282   $   34.619   $   33.812
Increase (decrease) in value of accumulation
 unit(1)                                             4.73%         2.80%        1.92%        2.39%        5.21%
Number of accumulation units outstanding at
 end of period                                  1,836,260     3,679,802    5,086,515    7,534,662    8,430,082
AETNA INVESTMENT ADVISERS FUND, INC.
Value at beginning of period                   $   14.270   $    14.519   $   13.379   $   12.736   $   10.896
Value at end of period                         $   17.954   $    14.270   $   14.519   $   13.379   $   12.736
Increase (decrease) in value of accumulation
 unit(1)                                           25.82%         (1.71)%      8.52%        5.05%       16.89%
Number of accumulation units outstanding at
 end of period                                  9,193,181    21,990,186   30,784,750   34,802,433   22,898,099
TCI GROWTH
Value at beginning of period                   $   10.213   $    10.463   $ 10.000(3)
Value at end of period                         $   13.224   $    10.213   $   10.463
Increase (decrease) in value of accumulation
 unit(1)                                           29.47%         (2.39)%      4.63%
Number of accumulation units outstanding at
 end of period                                  4,184,701     12,096,73    12,272,15
 
<CAPTION>
                                                  1990         1989         1988         1987         1986
                                               ----------   ----------   ----------   ----------   ----------
<S>                                            <C>          <C>          <C>          <C>          <C>
AETNA VARIABLE FUND
Value at beginning of period                   $   76.311   $   59.871   $   52.885   $   50.760   $   43.205
Value at end of period                         $   77.845   $   76.311   $   59.871   $   52.885   $   50.760
Increase (decrease) in value of accumulation
 unit(1)                                             2.01%       27.46%       13.21%        4.19%       17.49%
Number of accumulation units outstanding at
 end of period                                 18,362,906   17,142,820   16,455,396   16,497,406   16,578,251
AETNA INCOME SHARES
Value at beginning of period                   $   28.943   $   25.574   $   24.061   $   23.308   $   20.703
Value at end of period                         $   31.192   $   28.943   $   25.574   $   24.061   $   23.308
Increase (decrease) in value of accumulation
 unit(1)                                             7.77%       13.17%        6.29%        3.23%       12.58%
Number of accumulation units outstanding at
 end of period                                  6,984,793    6,202,834    5,955,293    5,372,271    6,188,470
AETNA VARIABLE ENCORE FUND
Value at beginning of period                   $   30.012   $   27.783   $   26.171   $   24.812   $   23.504
Value at end of period                         $   32.138   $   30.012   $   27.783   $   26.171   $   24.812
Increase (decrease) in value of accumulation
 unit(1)                                             7.08%        8.02%        6.16%        5.48%        5.57%
Number of accumulation units outstanding at
 end of period                                 10,220,110    8,286,033    8,154,644    7,326,151    6,692,947
AETNA INVESTMENT ADVISERS FUND, INC.
Value at beginning of period                   $   10.437   $ 10.000(2)
Value at end of period                         $   10.896   $   10.437
Increase (decrease) in value of accumulation
 unit(1)                                            4.40%        4.37%
Number of accumulation units outstanding at
 end of period                                 17,078,985    9,535,986
                                               ----------
                                               ----------

TCI GROWTH
Value at beginning of period
Value at end of period
Increase (decrease) in value of accumulation
 unit(1)
Number of accumulation units outstanding at
 end of period
    
</TABLE>
 
(1) The  above figures are calculated  by subtracting the beginning Accumulation
    Unit value from the ending Accumulation  Unit value during a calendar  year,
    and  dividing the  result by  the beginning  Accumulation Unit  value. These
    figures do not reflect the deductions from Purchase Payments for sales load.
    Inclusion of these charges would reduce the investment results shown.
(2) The initial Accumulation Unit value was  established at $10.000 on June  23,
    1989, the date on which the Fund commenced operations.
(3) The  initial Accumulation Unit value was  established at $10.000 on February
    1, 1993,  the  date  on  which the  Portfolio  became  available  under  the
    Contract.
 
- --------------------------------------------------------------------------------
                                AUV HISTORY - 1
<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
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
    Variable  Annuity Account C is a Separate Account established by the Company
in 1976 pursuant to the insurance laws of the State of Connecticut. The Separate
Account was formed  for the purpose  of segregating assets  attributable to  the
variable  portions of Contracts  from other assets of  the Company. The Separate
Account is registered as  a unit investment trust  under the Investment  Company
Act  of 1940, and meets  the definition of "separate  account" under the federal
securities laws.
 
    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 the
Company may  conduct.  Income, gains  or  losses  of the  Separate  Account  are
credited to or charged against all assets of the Separate Account without regard
to  other income, gains or losses of  the Company. All obligations arising under
the Contracts are general corporate obligations of the Company.
 
                                   THE FUNDS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
    The Contract Holder will designate some or all of the Funds described  below
as  variable funding  options under  the Contract.  The Contract  Holder, or the
Participant, if allowed by  the Contract Holder  may select one  or more of  the
Funds for investment of the Purchase Payments made on their behalf. Except where
noted, all of the Funds are diversified as defined in the Investment Company Act
of 1940.
 
- -AETNA  VARIABLE FUND  seeks to maximize  total return through  investments in a
 diversified portfolio of common stocks  and securities convertible into  common
 stock.
 
- -AETNA  INCOME SHARES seeks to maximize total return, consistent with reasonable
 risk, through investments  in a diversified  portfolio consisting primarily  of
 debt securities.
 
- -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.
 
- -AETNA INVESTMENT ADVISERS FUND,  INC. is a managed  mutual 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.
 
- -TCI  PORTFOLIOS,  INC.--TCI GROWTH  (a  Twentieth Century  Fund)  seeks capital
 growth 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 TCI  Growth's management, have
 better than average potential  for appreciation. The Fund  tries to stay  fully
 invested  in such securities,  regardless of the  movement of prices generally.
 The   Fund   may    invest   in   foreign    securities.   Foreign    investing
 
- --------------------------------------------------------------------------------
                                       1
<PAGE>
 involves  risks that differ from those  involved in domestic investing. See the
 Fund's prospectus for a discussion of these risks.
 
    There  is  no  assurance  that  the  Funds  will  achieve  their  investment
objectives. Contract Holders bear the full investment risk of investments in the
Funds selected.
 
    Some  of the above funds may use instruments known as derivatives as part of
their investment strategies as described  in their respective prospectuses.  The
use  of certain  derivatives such  as inverse  floaters and  principal only debt
instruments may involve higher risk of volatility to a Fund. The use of leverage
in connection  with  derivatives can  also  increase  risk of  losses.  See  the
prospectus  for  the Funds  for a  discussion  of the  risks associated  with an
investment  in  those  funds.   More  comprehensive  information,  including   a
discussion  of potential risks, is found in the current prospectus for each Fund
which is distributed with and  must accompany this Prospectus. Contract  Holders
should   read  the  accompanying  prospectuses   and  Statements  of  Additional
Information for this Prospectus and each of  the Funds can be obtained from  the
Company's Home Office at the address and telephone number listed on the cover of
this Prospectus.
 
FUND INVESTMENT ADVISERS
 
    The following identifies the investment adviser for each Fund.
 
<TABLE>
<CAPTION>
        FUND                      INVESTMENT ADVISER
- ---------------------  ----------------------------------------
<S>                    <C>
Aetna Variable Fund    Aetna Life Insurance and Annuity Company
                        (ALIAC)
Aetna Income Shares    ALIAC
Aetna Variable Encore  ALIAC
 Fund
Aetna Investment       ALIAC
 Advisers Fund, Inc.
TCI Growth             Investors Research Corporation
</TABLE>
 
MIXED AND SHARED FUNDING
 
    Shares  of the Funds are sold to the Company for funding variable annuities.
The Funds may be sold to other 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  policies  through  variable  life  separate  accounts
sponsored  by the  Company or by  third parties.  This is referred  to as "mixed
funding."
 
    It is  conceivable  that, in  the  future,  it may  be  disadvantageous  for
variable annuity separate accounts and variable life separate accounts to invest
in  these Funds simultaneously,  since the interests of  the contract holders or
policy owners may differ. Each Fund's Board of Trustees or Directors has  agreed
to  monitor events  in order to  identify any  material irreconcilable conflicts
that may possibly arise and to determine what action, if any, should be taken in
response thereto. If such a conflict were to occur, one of the separate accounts
might withdraw its  investment in a  Fund. This  might force that  Fund to  sell
portfolio securities at disadvantageous prices.
 
FUND ADDITIONS AND SUBSTITUTIONS
 
    The  Company  may,  from time  to  time,  add additional  Funds  as eligible
variable funding options under the Contracts. In such event, the Contract Holder
or the Participant,  if permitted by  a Plan,  may be permitted  to select  from
these  other Funds, subject to any conditions  that may be imposed in connection
with those options.
 
    The Company's current  policy is to  allow only Aetna  Variable Fund,  Aetna
Income  Shares and Aetna Investment  Advisers Fund, Inc. to  be used as variable
investment options during the Annuity Period. (See "Annuity Period Elections.")
 
    The Contract Holder may  decide to offer  only a select  number of Funds  as
funding  options under its Plan, or may  decide to substitute shares of one Fund
for shares of another Fund currently held by the Separate Account.
 
404(C) PROTECTION
 
    The Employee  Retirement  Income Security  Act  of 1974  (ERISA)  imposes  a
"prudent  man" standard of investment selection  and monitoring on employers and
other pension  plan  fiduciaries.  Fiduciaries  can  be  held  liable  for  plan
investment losses if they fail to invest plan assets prudently. However, Section
404(c)  of ERISA provides limited  relief from liability in participant-directed
individual account  plans  where  the plans'  investment  options  meet  special
conditions.
 
    The  five mutual fund options offered under the Contract allow plan trustees
to take advantage of  the 404(c) protection. These  five funds qualify as  "core
funds" under the 404(c) rules since they are broadly diversified, have different
risk/return characteristics, are supported by pre-and post-enrollment disclosure
material,  are  valued and  accessible  daily, and  are  look-through investment
vehicles (mandatory for employees  with small account  balances). The Fixed  and
Guaranteed  Accumulation Accounts are designed to be additional investments (not
404(c) core funds) which, in combination with the Funds,
 
- --------------------------------------------------------------------------------
                                       2
<PAGE>
provide employers  with  both a  well-rounded  portfolio and  404(c)  protection
without the need for outside investment managers.

   
    Although  the  Contract  can  provide  employers  and  trustees  with 404(c)
protection, it is important to understand  that the Company is not a  designated
fiduciary  nor investment manager for any pension plan, since the Company has no
discretionary authority over the plan or its investments. Rather, the  Company's
responsibility  is to  carry out the  investment instructions  received from the
trustee and/or  employees  in  accordance  with  applicable  federal  and  state
requirements.  The  employer  and  plan trustee  always  have  overall fiduciary
responsibility for  their plan.  It is  also  important to  note that  the  plan
trustees  must take certain affirmative actions  in order to avail themselves of
404(c) protection and should carefully review the applicable Department of Labor
regulations (29 C.F.R. Section 2550.404c-1).
    
 
    Contract Holders and Participants should read the accompanying  prospectuses
of  the Funds carefully before investing. Fund prospectuses may be obtained from
the Company at its Home Office.
 
                                  THE CONTRACT
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
CONTRACT PURCHASE
 
    An organization  eligible to  establish  HR 10  Plans  may acquire  a  group
Contract for its Plan by filling out the appropriate master application form and
returning  it to the  Company or to  a Distributor for  delivery to the Company.
Once we approve the application, a group Contract is issued to the  organization
as  Contract  Holder.  The  Contract  Holder  exercises  all  rights  under  the
Contracts. (See "Contract Rights.")
 
   
    Participants may fill out an enrollment form or forms and return them to the
Company or to a Distributor for  delivery to the Company for review,  acceptance
or  rejection. The  Company must accept  or reject an  application or enrollment
form within two business days of  its receipt. If the application or  enrollment
form  is  incomplete, the  Company  may hold  it  and any  accompanying Purchase
Payment for five  days. Purchase Payments  may be held  for longer periods  only
with  the consent of  the Contract Holder or  Participant, pending acceptance of
the application or  enrollment form. If  the application or  enrollment form  is
accepted, a Contract will be issued to the Contract Holder. Any Purchase Payment
accompanying  the application or enrollment form or received prior to acceptance
of the  application, will  be invested  as of  the date  of acceptance.  If  the
application  or enrollment form is rejected,  the application or enrollment form
and any Purchase Payments will be returned to the Contract Holder.
    

    A single master  group Contract is  issued to cover  all present and  future
Participants.  If a group Contract is not  permitted by the state, an individual
Contract will be issued.  Group Contracts may be  issued in either allocated  or
unallocated  form. An  allocated Contract provides  for the  establishment of an
Individual Account  for  each  Participant. An  unallocated  Contract  does  not
provide  for the establishment of Individual  Accounts but all Purchase Payments
are applied to a single Plan Account.

    Purchase Payments to this Contract may not be less than $25 per payment  per
Participant  and  annual Aggregate  Purchase Payments  must  be at  least $6,000
($2,000 average per Participant, if less than three Individual Accounts).
 
   
    The Purchase  Payments  made  on  behalf  of  a  Participant  in  a  defined
contribution  Plan are determined  by the Plan  contribution formula. Generally,
Code section 415  imposes an annual  limit of the  lesser of $30,000  or 25%  of
includible  compensation for each  Participant. Purchase Payments  for a defined
benefit Plan are determined on an  actuarial basis to provide Plan benefits  for
all  Participants. These  Purchase Payments are  held in a  single Plan Account.
Under Code Section  415, a Plan  can provide  annual benefits of  the lesser  of
$120,000  (for 1996)  or 100% of  includible compensation  for each Participant.
Under Code Section  402(g) for  401(k) Plans,  the maximum  elected deferral  is
$9,500 (for 1996).
    
 
NET PURCHASE PAYMENTS
 
    Each  Purchase Payment  is forwarded to  the Company  through a Distributor.
Each Net Purchase Payment, to the extent  it is to be accumulated on a  variable
basis, is placed in the Separate Account and credited to the Contract.
 
    The Contract Holder or, if permitted by a Plan, the Participant may elect to
have  the  Net  Purchase  Payment(s)  accumulate  (a)  on  a  variable  basis by
allocation to one of more of the available Funds; (b) on a fixed basis under one
or  more   of   the   available   credited   interest   options;   or   (c)   in
 
- --------------------------------------------------------------------------------
                                       3
<PAGE>
a  combination  of any  of the  available investment  options. The  Net Purchase
Payment(s) must be allocated  to the respective options  in increments of  whole
percentage amounts.
 
    The Contract Holder or, if permitted by a Plan, the Participant may elect to
change the allocation of future Net Purchase Payments to any accumulation option
described above.
 
DISTRIBUTION
 
    The  Company  will serve  as  Underwriter for  the  securities sold  by this
Prospectus. The Company is registered as a broker-dealer with the Securities and
Exchange Commission and is  a member of the  National Association of  Securities
Dealers, Inc. (NASD). As Underwriter, the Company will contract with one or more
registered  broker dealers ("Distributors"), including at least one affiliate of
the Company, to offer and sell  the Contracts. All persons offering and  selling
the  Contracts must be  registered representatives of  the Distributors and must
also be licensed as insurance agents  to sell Variable Annuity Contracts.  These
registered   representatives  may  also  provide   service  to  Participants  in
connection with establishing their Accounts under the Contract.
 
    Persons offering  and  selling  the Contracts  may  receive  commissions  in
connection  with the sale of the Contracts.  The maximum amount that the Company
will ever pay as commission with respect to any given Purchase Payment is in the
first Purchase Payment Period  and range from 2%  of that Purchase Payment.  The
Company   may  also  pay  renewal  commissions  and  service  fees.  In  limited
circumstances, we also  pay certain  of these professionals  profit sharing  and
other  compensation, overrides or reimbursement for expenses. The average of all
payments made by the Company is equal to approximately 2% of the total  Purchase
Payments  made  over  the  estimated  life of  the  Contract.  The  name  of the
Distributor and the registered representative  responsible for your Account  are
set  forth on your  enrollment form. Commissions and  sales related expenses are
paid by the Company  and are not deducted  from Purchase Payments. See  "Charges
and Deductions--Deferred Sales Charges."
 
    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  association  for
certain  services in connection with administering  the Contracts. In both these
circumstances there may be an understanding that the Distributor or  association
would  endorse the Company as  a provider of the  Contract. Participants will be
notified  if  they  are  purchasing  a   Contract  that  is  subject  to   these
arrangements.
 
                           DETERMINING CONTRACT VALUE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
ACCUMULATION UNITS
 
    A Purchase Payment that is directed to one or more of the Funds is deposited
in  the Separate Account and credited to the Account in the form of Accumulation
Units for  each Fund  selected. The  number of  Accumulation Units  credited  is
determined  by dividing  the applicable portion  of the Purchase  Payment by the
Contract's Accumulation Unit  value of  the appropriate  Fund. The  Accumulation
Unit  value used is  that next-computed following  the date on  which a Purchase
Payment is  received, unless  the application  has not  been accepted.  In  that
event,  Purchase Payments will  be credited at the  Accumulation Unit value next
determined after  acceptance  of  the  application.  Shares  of  the  Funds  are
purchased  by the Separate Account at the net asset value next determined by the
Fund following receipt of Purchase Payments  by the Separate Account. The  value
of  Accumulation  Units  attributable  to  the Funds  will  be  affected  by the
investment performance, expenses and charges  of those Funds. Generally, if  the
net  asset value  of the  fund increases, so  does the  Accumulation Unit value;
however,  performance  of  the  Separate  Account  is  reduced  by  charges  and
deductions under the Contract.
 
    Accumulation  Units  are  valued  separately  for  each  Fund.  Therefore, a
Contract Holder, or if permitted by the Plan, the Participant who elects to have
a Purchase Payment  invested in a  combination of Funds  will have  Accumulation
Units  credited from more  than one source. The  value of the  Account as of the
most  recent  Valuation  Period  is  determined  by  adding  the  value  of  any
Accumulation  Units  attributed to  the  Fund(s) selected  to  the value  of any
amounts invested in the Fixed Account and in GAA.
 
- --------------------------------------------------------------------------------
                                       4
<PAGE>
NET INVESTMENT FACTOR
 
    The value of an Accumulation Unit for any Valuation Period is calculated  by
multiplying  the Accumulation Unit value for the immediately preceding Valuation
Period by the net investment factor of the appropriate investment option for the
current period.
 
    The net investment factor  is calculated separately for  each Fund in  which
assets  of  the  Separate  Account  are invested.  It  is  determined  by adding
1.0000000 to the net investment rate.
 
    The net investment rate equals  (a) the net assets of  the Fund held by  the
Separate  Account at the end of a Valuation  Period, minus (b) the net assets of
the Fund held by the  Separate Account at the  beginning of a Valuation  Period,
plus  or minus  (c) taxes or  provision for  taxes, if any,  attributable to the
operation of  the Separate  Account, divided  by  (d) the  value of  the  Fund's
Accumulation  and Annuity Units held by the Separate Account at the beginning of
the Valuation Period, minus (e)  a daily charge at an  annual rate of 1.25%  for
the  Annuity mortality  and expense  risks, and  a daily  administrative expense
charge which will  not exceed 0.25%  (0% through  April 30, 1997)  on an  annual
basis. The net investment rate may be more or less than zero.
 
                                CONTRACT RIGHTS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
RIGHT TO CANCEL
 
    The  Contract Holder may  cancel the Contract  no later than  ten days after
receiving it (or as otherwise allowed by state law) by returning it along with a
written notice of cancellation of the Company. The Company will produce a refund
not later than seven days after it receives the Contract and the written  notice
at  the  Home Office.  Unless  the applicable  state  law requires  a  refund of
Purchase Payments only, the Company will refund the Purchase Payment(s) plus any
increase or  minus  any decrease  in  the  value attributable  to  any  Purchase
Payments allocated to the variable option(s).
 
RIGHTS UNDER THE CONTRACT
 
    All  rights  under the  Contract  rest with  the  Contract Holder,  which is
usually the employer. In the case of  a trusteed Plan, the Plan trustee will  be
the Contract Holder. Benefits available to Participants are governed exclusively
by  the provisions  of the  Plan. Some  of the  options and  elections under the
Contract may not be available to Participants under the provisions of the Plan.
 
TRANSFERS AND ALLOCATION CHANGES
 
    During each  calendar  year, the  Contract  Holder, or  if  applicable,  the
Participant  may change the allocation of future Net Purchase Payments among the
allowable investment  options.  Currently,  an unlimited  number  of  allocation
changes  may be  made in a  calendar year  free of charge.  However, the Company
reserves the right to charge $10 for each allocation change in excess of 12 in a
calendar year.
 
   
    During the  Accumulation  Period  only, the  Company  currently  permits  an
unlimited  number of free  transfers of accumulated values  in the Individual or
Plan Account each calendar  year. The Company reserves  the right to charge  $10
for  each transfer  in excess of  12 in a  calendar year. Transfers  may be made
among the  available Funds  or from  any of  the Funds  to a  credited  interest
option.  Any  transfer  will  be  based  on  the  Accumulation  Unit  value next
determined after a proper request is received at the Home Office. See Appendix I
and II for information on transfers from credited interest options.
    

    During the Annuity Period, no transfers of accumulated value are allowed.
 
WITHDRAWALS
 
    The Contract Holder may withdraw all or a portion of the Individual or  Plan
Account value during the Accumulation Period. To do so, the Contract Holder must
properly complete a disbursement form provided by the Company and send it to the
Company's Home Office. Disbursement forms are available from the Company and its
representatives. Withdrawals may be requested in one of the following ways:
 
- -FULL  WITHDRAWAL OF THE CONTRACT: The amount paid will be the full value of the
 Plan Accounts minus  any applicable  deferred sales  charge(s) and  maintenance
 fees due.
 
- -FULL  WITHDRAWAL OF  AN INDIVIDUAL  ACCOUNT: The amount  paid will  be the full
 value of the Individual Account minus any applicable deferred sales charge  and
 maintenance fee due.*
 
- --------------------------------------------------------------------------------
                                       5
<PAGE>
- -PARTIAL  WITHDRAWAL (PERCENTAGE): The amount paid will be the percentage of the
 Individual or Plan Account value requested minus any applicable deferred  sales
 charge.*
 
- -PARTIAL WITHDRAWAL (SPECIFIC DOLLAR AMOUNT): The amount paid will be the dollar
 amount  requested. However,  the amount withdrawn  from the  Individual or Plan
 Account will equal the  dollar amount requested  minus any applicable  deferred
 sales charge.*
 
* A  20% income tax may be withheld from amounts paid directly to a Participant.
  See "Tax Status of Amounts Distributed Under the Contract."
 
    All amounts paid will be  based on Individual or  Plan Account values as  of
the  end of the Valuation  Period for which the request  is received in the Home
Office or such later date as the disbursement form may specify. For any  partial
withdrawal,  unless requested otherwise by the Contract Holder, the value of the
Accumulation  Units  cancelled  will  be  withdrawn  proportionately  from  each
investment option used under the Individual or Plan Account.
 
    Payments  for  withdrawal  requests  will be  made  in  accordance  with SEC
requirements, but normally not later than  seven calendar days after a  properly
completed  withdrawal form  is received at  the Company's Home  Office or within
seven calendar days of the date the withdrawal from may specify. Payments may be
delayed for: (a) any period in which the New York Stock Exchange ("Exchange") is
closed (other than customary weekend and  holiday closings) or in which  trading
on the Exchange is restricted; (b) any period in which an emergency exists where
disposal of securities held by the funds is not reasonably practicable or is not
reasonably  practicable for the  value of the  assets of the  Funds to be fairly
determined; or (c) such  other periods as  the SEC may by  order permit for  the
protection  of  Contract Holders  and Participants.  The conditions  under which
restricted trading or an emergency exists  shall be determined by the rules  and
regulations of the SEC.
 
REINVESTMENT PRIVILEGE
 
    The  Contract Holder may elect to reinvest  all or a portion of the proceeds
received from the full withdrawal of a Plan or Individual Account within 30 days
after such  withdrawal. Accumulation  Units  will be  credited  to the  Plan  or
Individual  Account for  the amount  reinvested, as  well as  for any applicable
maintenance fee and any appropriate portion of any deferred sales charge imposed
at the  time  of withdrawal.  Any  maintenance fee  which  falls due  after  the
withdrawal  and  before  the  reinvestment  will  be  deducted  from  the 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.
 
    The   number  of  Accumulation  Units  credited   will  be  based  upon  the
Accumulation Unit  value(s)  next  computed  after  the  Company's  Home  Office
receives  the reinvestment request  along with the amount  to be reinvested. The
reinvestment privilege may be  used only once.  A Contract Holder  contemplating
reinvestment  should  seek  competent  advice  regarding  the  tax  consequences
associated with such a transaction.
 
                             CHARGES AND DEDUCTIONS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
MAINTENANCE FEE
 
    An annual maintenance fee  is deducted during  the Accumulation Period  from
each  Individual or Plan Account on its anniversary date (or, if not a Valuation
Date, on the next Valuation Date). This fee is to reimburse the Company for some
of its administrative expenses relating to the establishment and maintenance  of
the  Individual  or  Plan  Account.  The  Company  deducts  this  fee  from each
respective investment option  in the same  proportion as the  values held  under
each  option bear to the total value  of the Individual Account. The maintenance
fee, to the extent permitted by state law, is also deducted upon termination  of
an Individual or Plan Account.
 
    The  annual maintenance fee  is $30 for each  Individual Account. The annual
maintenance fee for a Plan Account is $30 for each Participant for whom payments
are being made to the Contract to a maximum of $240 for the Plan Account.
 
    The Contract Holder may elect to pay the annual maintenance fee directly  to
the  Company for all Participants. In this case, the maintenance fee will not be
deducted from the current value.
 
- --------------------------------------------------------------------------------
                                       6
<PAGE>
   
    The Contract Holder  may be  eligible for  a maintenance  fee reduction.  At
installation,  if  the  contract has  25  or  more active  participants  and the
Contract Holder  meets  and  adheres to  the  terms  of an  agreement  to  remit
automated  payments and  enrollments, the  maintenance fee  for all participants
will be  reduced  by $10.  Subsequent  to  the installation  and  for  contracts
effective  prior to June 1, 1992, the  maintenance fee for all participants will
be reduced by  $5 if the  contract has 25  or more active  participants and  the
Contract  Holder  meets  and adheres  to  the  terms of  an  agreement  to remit
automated payments.
    

    The maintenance fee is waived if (a) a Participant has a total of less  than
$100 in his or her Individual Accounts, (b) a Participant enrolls within 90 days
of  the maintenance fee deduction,  or (c) upon termination  of an Individual or
Plan Account, a maintenance fee has been deducted within the previous 90 days.
 
MORTALITY AND EXPENSE RISK CHARGES
 
    The Company makes a  daily deduction from the  variable portion of  Contract
values  for mortality  and expense  risks. This deduction,  made as  part of the
calculation of Accumulation and  Annuity Unit value(s),  is equivalent to  1.25%
per year.

   
    The  mortality risk  charge is  to compensate  the Company  for the  risk it
assumes when it promises to continue making payments for the lives of individual
Annuitants according to Annuity  rates specified in the  Contract at issue.  The
expense  risk  charge is  to compensate  the  Company for  the risk  that actual
expenses for costs  incurred under the  Contract will exceed  the maximum  costs
that  can  be charged  under  the Contract.  During  1995, the  Company received
$71,090,542 for mortality and  expense risks from  Contracts under the  Separate
Account.
    

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
an amount equal, on an annual basis, of  up to 0.25% of the daily net assets  of
the  Subaccounts. This charge  will be established on  an annual basis effective
each May 1 and will continue until April 30 of the following year. Through April
30, 1997,  we have  established this  charge to  be 0%  during the  Accumulation
Period.  Once an Annuity option  is elected, the charge  will be established and
will be  effective during  the  entire Annuity  Period.  There is  currently  no
administrative charge during the 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.
 
ALLOCATION AND TRANSFER OF FEES
 
    Once 12 allocation  changes or  12 transfers have  been made  in a  calendar
year,  we  reserve the  right to  charge a  fee of  not more  than $10  for each
additional change or transfer. We currently do not impose a fee.
 
DEFERRED 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 any deferred  sales charges or, if  deferred sales charges are
insufficient, out  of  its profits  from  investment activities,  including  the
mortality  and expense  risk charges under  the Contract.  For sales commissions
paid   in   connection   with   the    sale   of   Contracts,   see    "Contract
Purchase--Distribution."  Deferred sales  charges may  be deducted  from amounts
withdrawn during the first 10 Contract Years,  as set forth in the table  below.
The  deferred sales  charge will  apply to  withdrawals during  the Accumulation
Period. It  will apply  during the  Annuity Period  if the  nonlifetime  Annuity
Option  is elected  on a  variable basis  and the  remaining value  is withdrawn
before three  years  of Annuity  payments  have been  completed.  (See  "Annuity
Period--Annuity  Options.") There are additional  restrictions and deductions on
withdrawals. (See "Contract Rights--
 
- --------------------------------------------------------------------------------
                                       7
<PAGE>
Withdrawals.") The following table reflects the deferred sales charge  deduction
as a percentage of the amount withdrawn:
 
<TABLE>
<CAPTION>
                                      DEFERRED SALES
   COMPLETED CONTRACT YEARS          CHARGE DEDUCTION
- -------------------------------  -------------------------
<S>                              <C>
Less than 5                                     5%
5 or more but less than 7                       4%
7 or more but less than 9                       3%
9 or more but less than 10                      2%
10 or more                                      0%
</TABLE>
 
    The  deduction for  the deferred  sales charge will  not exceed  8.5% of the
total Purchase Payments actually made to the Individual or Plan Account.
 
    A deferred sales charge is not  deducted from any portion of the  Individual
or Plan Account value that is:
 
    (a) applied to provide Annuity benefits;
 
    (b) paid due to the death of the Participant;
 
    (c) withdrawn on or after the completion of 10 Contract Years;
 
    (d) withdrawn  due to  the election of  the Systematic  Withdrawal or Estate
        Conservation Option;
 
    (e) withdrawn as a rollover to another pension or IRA Contract issued by the
        Company; or
 
    (f) paid where  the Individual  Account value  is less  than $2,500  and  no
        withdrawals have been made from that Individual Account within the prior
        12  months.  All  individual  Account  values  held  on  behalf  of  the
        Participant will  be added  together to  determine eligibility  for  the
        $2,500  exemption. This provision  is not available  under Plan Accounts
        (where Individual  Accounts  are  not  maintained  by  the  Company)  or
        applicable  to  the  withdrawal  of all  Individual  Accounts  under one
        Contract established with the Company.
 
    In the instances cited in the above paragraphs, no deferred sales charge  is
deducted.  However,  the amount  withdrawn  may be  subject  to the  10% federal
penalty tax. (See "Tax Status of Amounts Distributed Under the Contract.")
 
    Based on its actuarial determination,  the Company does not anticipate  that
the deterred sales charge will cover all sales and administrative expenses which
the  Company will incur in connection with  the Contract. Also, the Company does
not  intend  to  profit   from  either  the  annual   maintenance  fee  or   the
administrative  expense charge, if imposed. The Company does hope to profit from
the daily deduction for mortality and expense risks. Any such profit, as well as
any other profit realized by the Company and held in the general account  (which
supports  insurance and annuity obligations), would  be available for any proper
corporate  purpose,  including,  but  not  limited  to,  payment  of  sales  and
distribution expenses.
 
PREMIUM TAX
 
    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 Contract Values  at any  time but no
earlier than when we have a tax liability under state law. The Company's current
practice is to deduct for  premium taxes at the  time of complete withdrawal  or
annuitization. In addition to the premium tax, the Company reserves the right to
assess  a charge for any state or federal  taxes due against the Contract or the
Separate Account assets. (See "Tax Status.")
 
    Any municipal  premium tax  assessed  at a  rate in  excess  of 1%  will  be
deducted  from the Purchase Payment(s) or from  the amount applied to an Annuity
Option based upon our determination  of when such tax  is due. The Company  will
absorb  any municipal premium tax that is assessed at 1% or less. We reserve the
right, however, to reflect this added expense in our Annuity purchase rates  for
residents of such municipalities.
 
                         ADDITIONAL WITHDRAWAL OPTIONS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
GENERAL
 
    The Company offers two additional withdrawal options that are not considered
Annuity  options:  the Estate  Conservation  Option ("ECO")  and  the Systematic
Withdrawal Option  ("SWO"). These  options are  available to  Participants  with
contract values of at least $25,000 at the time of election and are available at
certain  ages as  described below. Under  SWO, Participants receive  a series of
partial withdrawals from the account based on the payment method selected. It is
designed for  those  who  want  a periodic  income  while  retaining  investment
flexibility  for amounts  accumulating under the  Contract. ECO  offers the same
investment flexibility as  SWO, but is  designed for those  who want to  receive
only the minimum
 
- --------------------------------------------------------------------------------
                                       8
<PAGE>
distribution that the Code requires each year. Under ECO, the Company calculates
the  minimum distribution amount required by law and pays you that amount once a
year.
 
    Amounts withdrawn for ECO and SWO will be deducted from the Contract in  the
same  manner as for any other  withdrawals during the Accumulation Period except
that   no   deferred   sales   charge   will   be   applied.   (See    "Contract
Rights--Withdrawals" and "Charges and Deductions--Deferred Sales Charge.") Since
ECO  and SWO are not Annuity options,  the Individual or Plan Account remains in
the Accumulation Period,  retains all  the rights and  flexibility described  in
this  Prospectus, and is subject to all other Contract charges. The value of the
Accumulation Units cancelled  will be withdrawn  from the respective  investment
options  in the  same proportion  as their respective  values bear  to the total
value of the  portion of the  Plan Account.  The Company reserves  the right  to
discontinue the availability of these options and to change the terms for future
elections.
 
    Once  elected, these options  may be revoked  by the Contract  Holder at any
time, but  only  by  submitting  a  written request  to  the  Home  Office.  Any
revocation  will apply  only to  the amounts not  yet paid.  Once ECO  or SWO is
revoked, it may not be elected again.
 
    Participants should determine the  availability of ECO  and SWO under  their
Plan  (by checking with the Contract Holder),  and the terms and conditions that
may apply.
 
    SWO is different from ECO in the  following ways: (1) SWO payments are  made
for  a fixed dollar  amount or fixed  time period, whereas  ECO payments vary in
dollar amount  and can  continue indefinitely  during the  Contract Holder's  or
Participant's  lifetime  and (2)  generally, SWO  payments  will be  higher than
expected ECO payments. Participants should carefully assess their future  income
needs when considering the election of these distribution options.
 
    Participants  should also consult their tax adviser before to requesting the
election of these conditions due to the potential for adverse tax consequences.
 
    In the  event of  the  Participant's death,  payments  may be  continued  if
allowed by the Plan.
 
ESTATE CONSERVATION OPTION
 
    The  Company will calculate and distribute an annual amount using the method
contained  in   the  Code's   minimum  distribution   regulations.  The   annual
distribution  is  determined by  dividing  the prior  December  31 value  of the
Individual or Participant's  portion of  the Plan  Account, as  directed by  the
Contract  Holder,  by a  life expectancy  factor from  tables designated  by the
Internal Revenue  Service  ("IRS"). The  factor  will  be based  on  either  the
Participant's  life expectancy or the joint life expectancies of the participant
and the Participant's spouse. If ECO is elected based on the Participant's  life
expectancy,  the full  value of the  Individual or Participant's  portion of the
Plan Account must be distributed in the year following the Participant's  death,
as  required by current  IRS regulations. Factors will  be redetermined for each
year's distribution. The value of the Individual or Participant's portion of the
Plan Account to be used  in this calculation is the  value on the December  31st
prior  to the  year for which  payment is  being made. This  calculation will be
changed, if  necessary,  to  conform  to  changes  in  the  Code  or  applicable
regulations.
 
    At  the time of  ECO election, the  total aggregate value  of all Individual
Accounts or portions of Plan Accounts to which ECO is applied must be $25,000 or
more. The first distribution must be made before the calendar year age 70 1/2 is
attained or later.
 
SYSTEMATIC WITHDRAWAL OPTION
 
    The Company will  distribute a  portion of the  Individual or  Participant's
portion  of the Plan Account, as directed  by the Contract Holder, annually. The
Company reserves the right to provide payments more frequently.
 
    The annual minimum  SWO distribution, or  maximum SWO time  period, will  be
determined, as directed by the Contract Holder, by a life expectancy factor from
tables  designated  by  the  IRS.  The  factor  will  be  based  on  either  the
Participant's life expectancy or the joint life expectancies of the  Participant
and  Participant's spouse. Factors will be  reduced by one for each distribution
year.
 
    At the time  of SWO election,  the total aggregate  value of all  Individual
Accounts or portions of Plan Accounts to which SWO is applied must be $25,000 or
more.  Payments must not begin  before the calendar year in  which age 70 1/2 is
attained or later.
 
    One of two methods of distribution may be elected:

   
(a) SPECIFIED  PAYMENT--payments  of a  designated  dollar amount.  The  minimum
    specified  payment is determined by dividing  the value of the Individual or
    
 
- --------------------------------------------------------------------------------
                                       9
<PAGE>
   
    Participant's portion of the Plan Account by the life expectancy factor. The
    value of the Individual or Participant's  portion of the Plan Account to  be
    used in this calculation is the value on the December 31st prior to the year
    for  which the payment  is being made.  The dollar amount  chosen must be at
    least $250 annually but cannot be greater than 10% of the cash value applied
    to SWO. This amount will remain constant unless a higher amount is  required
    under  Code minimum distribution regulations. If  a payment is less than the
    amount determined  under the  Code's minimum  distribution regulations,  the
    Company will calculate and pay the minimum distribution amount.
 
(b)  SPECIFIED  PERIOD--payments for  a  designated time  period.  The specified
    period must be at least 10 years but no greater than the Participant's  life
    expectancy factor. The first distribution must be at least $250. Each annual
    distribution  is  determined by  dividing  the Individual  Account  or total
    portions of the Plan Accounts' value by the number of years remaining in the
    elected period. The value to be used in this calculation is the value on the
    December 31st prior to the year for which the payment is being made.
    
 
                                 ANNUITY PERIOD
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
ANNUITY PERIOD ELECTIONS
 
    The Contract Holder must notify the Company in writing of the Annuity  start
date  and  Annuity Option  elected. Until  a  date and  option are  elected, the
Individual or Plan Account will continue in the Accumulation Period.
 
    The Contract Holder may give written notice to the Company at least 30  days
before  Annuity payments  begin by  electing or changing  (a) the  date on which
Annuity payments are to start, (b) the Annuity option, (c) whether the  payments
are  to  be  made monthly,  quarterly,  semiannually  or annually,  and  (d) the
investment option(s) used  to provide  Annuity payments (i.e.,  a fixed  annuity
using  the  general account,  Aetna Variable  Fund,  Aetna Income  Shares, Aetna
Investment Advisers Fund, Inc., or any combination thereof). No other Funds  may
currently  be used as investment options during the Annuity Period. Once Annuity
Payments begin, the Annuity Option may not be changed, nor may transfers be made
among funding options.
 
    If Annuity payments are to be made on a variable basis (i.e., Aetna Variable
Fund, Aetna  Income Shares  and/ or  Aetna Investment  Advisers Fund,  Inc.  are
chosen),  the first and  subsequent payments will vary  depending on the assumed
net investment rate  (3 1/2% per  annum, unless  a 5% annual  rate is  elected).
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.
 
    No election may be made that would result in a first Annuity payment of less
than $20 or total yearly Annuity payments of less than $100. If the value of the
Contract is insufficient to elect an option for the minimum amount specified,  a
lump-sum payment must be elected.
 
    When  payments start, the age of the  Annuitant plus the number of years for
which payments are guaranteed must not exceed 95.
 
    The retirement date and  the Annuity Options  available to Participants  are
normally  established by the terms of the plan, subject to applicable provisions
of the Code.
 
    Generally, distributions for all Plan Participants must begin no later  than
April  1  of  the  calendar  year  following  the  calendar  year  in  which the
Participant attains age 70 1/2, whether or not retired.
 
    In determining  the amount  of benefit  payments, the  minimum  distribution
incidental  death benefit rule described in  IRS regulations* must be satisfied.
This distribution rule does not  apply if any of  the Annuity Options under  (b)
below  are  elected  with the  spouse  as  the sole  beneficiary.  (See "Annuity
Options.")
 
    Annuity payments may not  extend beyond (a) the  life of the Annuitant,  (b)
the  joint lives of the Annuitant and  beneficiary, (c) a period certain greater
than the
 
- --------------------------------------------------------------------------------
                                       10
<PAGE>
Annuitant's life expectancy, or (d) a period certain greater than the joint life
expectancies of the Annuitant and beneficiary.
 
* This rule  assures  that  any  death  benefits  payable  under  the  Plan  are
  incidental  to the primary purpose of the  Plan which is to provide retirement
  benefits or  deferred  compensation  to  the Participant.  The  amount  to  be
  distributed  under this rule is determined  based on the Participant's age and
  tables contained in the IRS regulations.
 
    The Participant will be subject to a  50% federal penalty tax on the  amount
of  distribution required  each year which  is not distributed  under the Code's
minimum distribution rules.
 
ANNUITY OPTIONS
 
LIFETIME:
 
(a) LIFE  ANNUITY--an  Annuity with  payments  guaranteed  to the  date  of  the
    Annuitant's  death. This option may be  elected with payments guaranteed for
    5, 10, 15 or  20 years. Because  it provides a  specified minimum number  of
    Annuity  payments, the  election of a  guaranteed payment  period results in
    somewhat lower payments.
 
(b) LIFE INCOME BASED  UPON THE LIVES  OF TWO PAYEES-- An  Annuity will be  paid
    during  the lives  of the  Annuitant and  a second  Annuitant. Payments will
    continue until both  Annuitants have  died. When  this option  is chosen,  a
    choice must be made of:
 
         (i) 100% of the payment to continue after the first death;
 
        (ii) 66 2/3% of the payment to continue after the first death;
 
       (iii) 50% of the payment to continue after the first death;
 
        (iv)  payments for a minimum of 120  months, with 100% of the payment to
    continue after the first death; or
 
        (v) 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
 
    Because (iv) provides a  specified minimum number  of Annuity payments,  the
election of the guaranteed payment period results in somewhat lower payments.
 
    Payments under any lifetime Annuity Option will be determined without regard
to  the sex of the  Annuitant(s). Such Annuity payments  will be based solely on
the age of the Annuitant(s)
 
    If a lifetime option is elected without a guaranteed minimum payment period,
it is possible that only one Annuity payment will be made if the Annuitant under
(a), or the surviving Annuitant under (b),  should die prior to the due date  of
the second Annuity payment.
 
    Once  lifetime annuity payments  begin, neither the  Contract Holder nor the
Annuitant can elect to receive a lump-sum settlement.
 
NONLIFETIME:
 
    Payments for a Specified Period--an Annuity  with payments to be made for  3
to  30 years, as  selected. If this option  is elected on  a variable basis, the
Contract Holder  may request  at any  time during  the payment  period that  the
present  value of all or any portion  of the remaining variable payments be paid
in one sum. However, any lump sum  elected before 3 years of payments have  been
completed  will be treated  as a withdrawal during  the Accumulation Period, and
any applicable  deferred sales  charge will  be assessed.  (See "Deferred  Sales
Charge.")  This option  is not  available on a  variable basis  under a Contract
which provides for immediate Annuity benefits.
 
    The Company makes a daily deduction for mortality and expense risks from any
Contract values  held on  a variable  basis. (See  "Mortality and  Expense  Risk
Charges.")  Therefore, electing the nonlifetime option  on a variable basis will
result in a deduction  being made even though  the Company assumes no  mortality
risk.
 
    The  Company may make available to Contact Holders and other payees optional
methods of payment in addition to the Annuity Options described.
 
- --------------------------------------------------------------------------------
                                       11
<PAGE>
                                 DEATH BENEFIT
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
ACCUMULATION PERIOD
 
    At the  direction  of  the  Contract  Holder,  who  in  most  plans  is  the
beneficiary,  a portion  or all  of any death  proceeds may  be (a)  paid to the
Participant's beneficiary under the Plan in a lump sum; (b) applied under any of
the Annuity Options; (c) subject to  applicable provisions of the Code, left  in
the  variable investment options; or (d) subject to applicable provisions of the
Code, left on deposit  in the Company's general  account with the  Participant's
beneficiary  electing  to  receive  monthly,  quarterly,  semiannual  or  annual
interest payments at  the interest rate  then currently being  credited on  such
deposits.  (The balance on deposit can be withdrawn at any time or applied under
any "Annuity Options.") Any lump-sum payment paid during the Accumulation Period
or under the applicable lifetime or nonlifetime Annuity options will normally be
made within seven calendar days after  proof of death acceptable to the  Company
and a request for payment are received at the Company's Home Office.
 
    Until  the election  of method of  payment, amounts will  remain invested as
they were before the death, and the beneficiary will assume all rights under the
Contract. The  Code requires  that  distributions begin  within a  certain  time
period. If the Participant's beneficiary under the Plan is the surviving spouse,
the  Code  allows  a  Plan  to  give  the  Participant's  beneficiary  until the
Participant would  have attained  age 70  1/2 to  begin Annuity  payments or  to
receive a lump-sum distribution. If the Participant's beneficiary under the Plan
is  not the surviving spouse, Annuity payments  must begin by December 31 of the
year following the year  of death, or  the entire value  must be distributed  by
December  31 of the fifth year following the year of your death. In no event may
payments to any  beneficiary expend beyond  the life of  the beneficiary or  any
period  certain greater than the beneficiary's  life expectancy. If no elections
are made  concerning distribution,  no distributions  will be  made. Failure  to
commence distribution within the above time periods can result in tax penalties.
In no event may payments to any Participant's beneficiary extend beyond the life
of  the  Participant's  beneficiary  or  any  period  certain  greater  than the
Participant's beneficiary's life expectancy.
 
    If a  lump-sum distribution  is elected,  the beneficiary  will receive  the
value  of the Contract determined  as of the Valuation  Period in which proof of
death acceptable  to us  and a  request for  payment are  received at  the  Home
Office. If an Annuity Option is elected, the value applied to the Annuity Option
is  determined in  the same  manner as  a lump-sum  distribution; the  amount of
payout will depend on  the annuity option elected  and the investment  option(s)
used  to provide such payments.  (See "Annuity Period.") If  amounts are left in
the variable investment options, the account value will continue to be  affected
by  the investment performance of the  investment option(s) selected. If amounts
are left on deposit in the  general account, the principal amount is  guaranteed
by  interest payments may vary. In general, regardless of the method of payment,
payments received by your beneficiaries after  your death are taxed in the  same
manner as if you had received those payments. (See "Tax Status.")
 
ANNUITY PERIOD
 
    Should an Annuitant die after Annuity payments have begun, any death benefit
payable  will  depend upon  the terms  of  the Contract  and the  Annuity Option
selected.
 
    If lifetime  option (a)  or (b)  was elected  without a  guaranteed  minimum
payment period under the Contract, Annuity payments will cease upon the death of
the  Annuitant under a Life  Annuity or the death  of the second Annuitant under
options (b)(i)(ii), (iii), or (v).
 
    Under the  Contract,  if lifetime  option  (a) or  (b)  was elected  with  a
guaranteed  minimum payment period  and the death of  the Annuitant under option
(a) or the  surviving Annuitant under  option (b)(iv) occurs  before the end  of
that  period, the Company  will pay to  the designated beneficiary  in lump sum,
unless otherwise requested, the present value of the guaranteed Annuity payments
remaining. Such value  will be determined  as of the  Valuation Period in  which
proof  of death acceptable to the Company and a request for payment are received
at its Home Office.  The value will  be reduced by any  payments made after  the
date of death.
 
    If  the nonlifetime option was elected  under the Contract 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  and no  deferred sales  charge will be
imposed. Such value will be determined as of the Valuation Period in which proof
of death acceptable to the Company and a request for payment are received at the
Home Office.
 
- --------------------------------------------------------------------------------
                                       12
<PAGE>
    Any lump  sum payment  paid  under the  applicable lifetime  or  nonlifetime
Annuity  Options will normally be made within seven calendar days after proof of
death, acceptable to  us, and a  request for  payment are received  at our  Home
Office.
 
    Under  the Code, if the  Annuitant under a Plan  dies after Annuity payments
have begun and  if there is  a death  benefit payable under  the Annuity  option
elected,   the  remaining  values  must  be  distributed  to  the  Participant's
beneficiary under the Plan at least as  rapidly as under the original method  of
distribution.
 
                                   TAX STATUS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
FEDERAL TAX STATUS OF THE COMPANY
 
    The  Company is  taxed as  a life insurance  company in  accordance with the
Code. For federal income  tax purposes, the operations  of the Separate  Account
form  a part of the Company's total  operations and are not taxed independently,
although  operations  of  the  Separate  Account  are  treated  separately   for
accounting and financial statement purposes. Under the current provisions of the
Code,  the investment income and realized  capital gains of the Separate Account
(i.e., income  and capital  gains distributed  to the  Separate Account  by  the
Funds)  will  not be  taxable  to the  Company to  the  extent such  amounts are
credited to the Contracts. Based on this,  no charge is being made currently  to
the Separate Account for federal income taxes. However, the Company reserves the
right to make a deduction for federal income taxes attributable to the Contracts
should such taxes be imposed in the future.
 
USE OF THE CONTRACT
 
    The  Contract  is intended  to provide  retirement benefits  to Participants
under HR 10 Plans established by self-employed individuals. Some of the  options
and  elections under the Contract may not be available to Participants under the
provisions of the Plan.
 
TAX STATUS OF AMOUNTS DISTRIBUTED UNDER THE CONTRACT
 
    The following  description  of the  federal  income tax  status  of  amounts
distributed  under the Contracts is not exhaustive  and is not intended to cover
all situations. Contract Holders and Participants should seek advice from  their
tax  advisers as to the application of  federal (and where applicable, state and
local) tax laws to amounts received by them and by their beneficiaries under the
Contracts.
 
    The  Code  imposes  a  10%  penalty  tax  on  the  taxable  portion  of  any
distribution  unless made when (a) the Participant  has attained age 59 1/2, (b)
the Participant  has become  disabled, (c)  the Participant  has died,  (d)  the
Participant  has attained age  55 and has  separated from service  with the Plan
sponsor,  (e)  the  distribution  amount  is  rolled  over  into  an  Individual
Retirement  Annuity or Account ("IRA") in accordance  with terms of the Code, or
(f) the distribution amount  is annuitized over the  life or life expectancy  of
the  Participant or the joint lives or  life expectancies of the Participant and
beneficiary, provided the Participant has  separated from service with the  Plan
sponsor. In addition, the penalty tax is abated for the amount of a distribution
equal  to unreimbursed medical expenses incurred by the Participant that qualify
for deduction as specified in the Code.
 
    Whether the  Participant  elects  a  lump sum  or  Annuity  payments,  if  a
Participant  has made after-tax contributions to  the Plan, the Participant will
have a cost basis (equal to such contributions) which can be recovered tax  free
from distributions from the Plan.
 
    The  Contract Holder, on behalf of a payee (a Participant, surviving spouse,
and former  spouse,  if  entitled  to benefits  under  certain  divorce  orders)
entitled  to a distribution under this Contract on or after January 1, 1993, may
elect a direct rollover of an eligible rollover distribution. A direct  rollover
is  the payment by the Company to another eligible retirement plan. The election
of a direct rollover must be made in accordance with the Company's procedures.
 
    An eligible rollover distribution is a distribution of all or any portion of
an amount payable except for  any distribution: (1) that is  one of a series  of
equal  payments (made at least once a  year) for the life/life expectancy of the
payee or payee and beneficiary, or for a  period of ten years or more; (2)  that
is  a required  minimum distribution under  Code Section 401(a)(9);  and (3) any
distribution or portion thereof that is not taxable.
 
- --------------------------------------------------------------------------------
                                       13
<PAGE>
    If a  direct rollover  of an  eligible rollover  distribution is  made,  the
Company  must  report  the  amount  of  the  distribution  to  the  IRS  and the
Participant, but is not required to withhold any federal or state income tax. If
an eligible rollover distribution is paid  to the payee (as defined above),  the
Company  must withhold 20% federal income tax and any required state income tax.
For taxable amounts that are not eligible rollover distributions, if payable  to
the  Participant, he or she  has the right to choose  not to have federal income
tax withheld.
 
    If a Participant receives a payment prior  to reaching age 59 1/2, and  does
not roll the payment over, in addition to the tax withholding, a 10% penalty tax
on  the taxable portion of the payment  may apply (unless the payment is subject
to an exception listed above).
 
    Federal income  and state  taxes will  be withheld  from any  payments  paid
directly  to a Participant, unless instructed otherwise. The Company will report
to the IRS the taxable portion of all distributions whether or not income  taxes
are withheld.
 
A.  ACCUMULATION PERIOD
 
    The  Purchase  Payments  and  investment  results  of  the  Separate Account
credited to the  value of  the Contract are  not taxable  to Participants  until
distributed.  Lump-sum  payments  will  generally be  taxed  to  Participants as
ordinary income in the year received. Special provisions of the Code may  afford
more favorable tax treatment for lump-sum distributions under HR 10 Plans.
 
B.  ANNUITY PERIOD
 
    Annuity payments will generally be fully taxable to Participants as ordinary
income when received.
 
                                 MISCELLANEOUS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
VOTING RIGHTS
 
    Each  Contract Holder  may direct  the Company  in the  voting of  shares at
meetings of shareholders  of the  appropriate Fund(s).  The number  of votes  to
which  each Contract  Holder may  give direction  will be  determined as  of the
record date.
 
    The number of votes each Contract Holder is entitled to direct with  respect
to  a particular Fund during the Accumulation  Period is equal to the portion of
the current value of the Contract attributable  to that Fund divided by the  net
asset  value of one share of that Fund. During the Annuity Period, the number of
votes is  equal  to the  Valuation  Reserve applicable  to  the portion  of  the
Contract  attributable to that Fund, divided by the net asset value of one share
of the  Fund. In  determining the  number  of votes,  fractional votes  will  be
recognized. Where the value of the Contract or Valuation Reserve relates to more
than  one Fund, the calculation  of votes will be  performed separately for each
Fund.
 
    Each  Contract  Holder  will  receive  a  notice  of  each  meeting  of  the
shareholders, together with any proxy solicitation materials, and a statement of
the number of votes attributable to the Contract. Votes attributable to Contract
Holders  who do not direct the  Company will be cast by  the Company in the same
proportion as the votes for which directions have been received by the Company.
 
MODIFICATION OF THE CONTRACT
 
    The Company may modify the Contract when it deems an amendment  appropriate,
subject  to the  limitations described  below, by  giving written  notice to the
Contract Holder 30 days before the  effective date of the change. The  following
Contract  provisions may  be considered  material by  the Company  and cannot be
changed  without  the  approval  of  appropriate  state  or  federal  regulatory
authorities:
 
(a) transfers among investment options;
 
(b) notification to the Contract Owner;
 
(c) conditions governing payments of withdrawal values;
 
(d) terms of Annuity options;
 
(e) death benefit payments; and
 
(f)  maintenance fee provisions
 
    However,  changes to items (a) thorough (g)  listed below will apply only to
new Participants  enrolled under  a Contract  after the  effective date  of  the
modification:
 
(a) the Annuity options,
 
(b)  the  contractual  promise that  no  deduction  will be  made  from Purchase
    Payments for sales or administrative expenses,
 
(c) increasing the deferred sales charge,
 
- --------------------------------------------------------------------------------
                                       14
<PAGE>
(d) increasing the mortality and expense risk charges,
 
(e) increasing the administrative expense charge provision, if applicable,
 
(f)  increasing the annual maintenance fee charge, and
 
(g) the maximum allocation and transfer fees.
 
    Modification  of   items  (b)   through  (g)   above  specifically   require
authorization  by  the SEC  to  the extent  that  the proposed  charges  are not
currently authorized by existing orders issued to us by the SEC.
 
    If the Contract Holder has not accepted  the proposed change at the time  of
the  effective date,  no new  Participants may  be enrolled  under the Contract.
However, additional  Purchase Payments  may continue  to be  made on  behalf  of
Participants already enrolled under the Contract.
 
    No change may effect any Annuity beginning before the effective date of such
modification unless deemed necessary for the Plan or Contract to comply with the
requirements  of the Code  or other laws  and regulations affecting  the Plan or
Contract.
 
CONTRACT HOLDER INQUIRIES
 
    A Contract Holder  may direct  inquiries to  a local  representative of  the
Distributor  or may write  directly to the  Company at the  address shown on the
cover page of this prospectus.
 
TELEPHONE TRANSFERS
 
    The Participant automatically has the right to make transfers among Funds by
telephone. The Company has  enacted procedures to  prevent abuses of  Individual
Account  transactions via the  800 number. The  procedures include requiring the
use of  a personal  identification  number (PIN)  to execute  transactions.  The
Participant  is responsible  for safeguarding  his or  her PIN,  and for keeping
account information confidential. If the Company fails to follow its procedures,
it would  be liable  for  any losses  to  the Participant's  Individual  Account
resulting  from the  failure. To  ensure authenticity,  the Company  records all
calls on the 800 line. Note: all Individual Account information and transactions
permitted are subject to the terms of the Plan(s).
 
TRANSFER OF OWNERSHIP; ASSIGNMENT
 
    Unless contrary  to  applicable  law,  assignment  of  the  Contract  or  an
Individual or Plan Account is prohibited.
 
LEGAL PROCEEDINGS
 
    We  know  of no  material legal  proceedings pending  to which  the Separate
Account is party or which would materially affect the Separate Account.
 
LEGAL MATTERS
 
    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
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
       General Information and History
       Variable Annuity Account C
       Offering and Purchase of Contracts
       Annuity Payments
       Sales Material and Advertising
       Independent Auditors
       Financial Statements of the Separate Account
       Financial Statements of Aetna Life Insurance and Annuity Company
 
- --------------------------------------------------------------------------------
                                       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.  CONTRACT HOLDERS AND PARTICIPANTS  SHOULD READ THE ACCOMPANYING GAA
PROSPECTUS CAREFULLY BEFORE INVESTING. THIS APPENDIX IS A SUMMARY OF GAA AND  IS
NOT  INTENDED  TO REPLACE  THE GAA  PROSPECTUS.  AMOUNTS ALLOCATED  TO LONG-TERM
CLASSIFICATIONS OF GAA ARE HELD IN A NONINSULATED, NONUNITIZED SEPARATE ACCOUNT.
AMOUNT ALLOCATED TO SHORT-TERM CLASSIFICATIONS OF GAA ARE HELD IN THE  COMPANY'S
GENERAL ACCOUNT.
    

    GAA  is a credited  interest option where  the Company guarantees stipulated
rates of interest for  stated periods of  time on amounts  directed to GAA.  The
interest  rate stipulated is an  annual effective yield; that  is, it reflects a
full year's interest. Interest is credited daily at a rate that will provide the
guaranteed annual  effective yield  over the  period of  one year.  This  option
guarantees the minimum interest rate specified in the Contract.
 
    During  a specified period of time, amounts may  be applied to any or all of
available Guaranteed Terms within the Short-Term and Long-Term  Classifications.
The  Short-Term Classification  consists of all  Guaranteed Terms of  3 years or
less and the  Long-Term Classification consists  of all Guaranteed  Terms of  10
years or less, but greater than 3 years.
 
    Withdrawals  or transfers from  a Guaranteed Term  prior to the  end of that
Guaranteed Term may  be subject  to a Market  Value Adjustment  ("MVA"). An  MVA
reflects  the change in the  value of the investment  due to changes in interest
rates since the date of deposit. When interest rates increase after the date  of
deposit,  the  value  of the  investment  decreases,  and the  MVA  is negative.
Conversely, when interest rates decrease after the date of deposit, the value of
the investment  increases,  and the  MVA  is positive.  It  is possible  that  a
negative  MVA  could  result  in  the Contract  Holder  or,  if  applicable, 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  the other available
investment options  or (c)  withdrawn. Amounts  withdrawn may  be subject  to  a
deferred sales charge, tax penalties and/or withholding.
 
    By  notifying the Company at its Home Office at least 30 days before Annuity
payments  begin,  the  Contract  Holder  or,  if  permitted  by  the  Plan,  the
Participant  may elect  to have amounts  which have been  accumulating under GAA
transferred to one or more of the Funds available during the Annuity Period,  to
provide  variable Annuity payments.  GAA cannot be used  as an investment option
during the Annuity Period.
 
MORTALITY AND EXPENSE RISK CHARGES
 
    The Company  makes  no  deductions  from  the  credited  interest  rate  for
mortality  and  expense risks;  these risks  are  considered in  determining the
credited rate.
 
TRANSFERS
 
    Amounts applied to  a Guaranteed  Term during a  deposit period  may not  be
transferred  to any  other funding option  or to another  Guaranteed Term during
that deposit period  or for  90 days  after the  close of  that deposit  period.
Transfers are permitted from Guaranteed Terms of one Classification to available
Guaranteed Terms of another Classification. The Company will apply an MVA to GAA
transfers  made before the end of a Guaranteed Term. Transfers of GAA values due
to a maturity are not  subject to an MVA  and are not counted  as one of the  12
free transfers of accumulated values in the Individual or Plan Account.
 
REINVESTMENT PRIVILEGE
 
    Any amounts reinvested in GAA will be applied to the current deposit period.
Amounts are proportionately reinvested to the Classifications in the same manner
as they were allocated prior to withdrawal. Any negative MVA amount applied to a
withdrawal is not included in the reinvestment.
 
- --------------------------------------------------------------------------------
                                       16
<PAGE>
                                  APPENDIX II
                                 FIXED ACCOUNT
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
THE  FIXED ACCOUNT  IS AN  INVESTMENT OPTION  AVAILABLE DURING  THE ACCUMULATION
PERIOD UNDER  THE  CONTRACTS.  THE  FOLLOWING  SUMMARIZES  MATERIAL  INFORMATION
CONCERNING  THE FIXED ACCOUNT THAT  IS OFFERED AS AN  OPTION UNDER THE CONTRACT.
ADDITIONAL INFORMATION MAY BE  FOUND IN THE CONTRACT.  AMOUNTS ALLOCATED TO  THE
FIXED  ACCOUNT ARE HELD IN THE COMPANY'S GENERAL ACCOUNT THAT SUPPORTS INSURANCE
AND ANNUITY OBLIGATIONS. INTERESTS IN THE FIXED ACCOUNT HAVE NOT BEEN REGISTERED
WITH THE SEC  IN RELIANCE ON  EXEMPTIONS UNDER  THE SECURITIES ACT  OF 1933,  AS
AMENDED. DISCLOSURE IN THIS PROSPECTUS REGARDING THE FIXED ACCOUNT, HOWEVER, MAY
BE  SUBJECT TO CERTAIN GENERALLY APPLICABLE PROVISIONS OF THE FEDERAL SECURITIES
LAWS RELATING TO THE ACCURACY AND COMPLETENESS OF THE STATEMENTS. DISCLOSURE  IN
THIS APPENDIX REGARDING THE FIXED ACCOUNT HAS NOT BEEN REVIEWED BY THE SEC.
 
CREDITED INTEREST OPTION--FIXED ACCOUNT
 
    This  option guarantees that amounts allocated  to this option will earn the
minimum interest rates specified  in the Contract.  (This minimum interest  rate
cannot be changed by the Company.) The Company 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,
the Company assumes  the risk  of investment gain  or loss  by guaranteeing  Net
Purchase  Payment  values  and promising  a  minimum interest  rate  and Annuity
payment.
 
    The Company may pay any  Fixed Account withdrawal value  in one lump sum  to
the Contract Holder if (a) the total of the current Fixed Account withdrawal and
(b) the total of all Fixed Account withdrawals from the Contract within the past
12  calendar months is less than $250,000. However,  if the total is equal to or
greater than $250,000, the Company will  pay the Fixed Account withdrawal  value
in  equal payments, with interest,  over a period not  to exceed 60 months. This
interest will not be more than  two percentage points below any rate  determined
prospectively  by the Board of Directors for this class of Contract. In no event
will the interest  rate be  less than  the minimum  stated in  the Contract.  In
addition,  under certain emergency conditions, the Company may defer payment (a)
for a period of up to 6 months or (b) as provided by federal law.
 
    Amounts applied to the Fixed Account  will earn the interest rate in  effect
when actually applied to the Fixed Account.
 
MORTALITY AND EXPENSE RISK CHARGES
 
    The  Fixed Account  will reflect  a compound  interest rate  credited by the
Company. The interest  rate quoted  is an  annual effective  yield. The  Company
makes  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  Account to any  other available investment  option
are  allowed in  each calendar year  during the Accumulation  Period. The amount
which may be transferred may vary at the Company's discretion; however, it  will
never be less than 10% of the amount held under the Fixed Account.
 
    By  notifying the Company at its Home Office at least 30 days before Annuity
payments  begin,  the  Contract  Holder  or,  if  permitted  by  the  Plan,  the
Participant  may elect  to have amounts  which have been  accumulating under the
Fixed Account  transferred to  one or  more of  the Funds  available during  the
Annuity Period, to provide variable Annuity payments.
 
- --------------------------------------------------------------------------------
                                       17
<PAGE>
   
                           VARIABLE ANNUITY ACCOUNT C
 
                  GROUP INSTALLMENT VARIABLE ANNUITY CONTRACTS
                                 FOR HR10 PLANS
                               DATED MAY 1, 1996
 
                                       C
                                  MAP II HR 10
 
                    AETNA LIFE INSURANCE AND ANNUITY COMPANY
                                Customer Service
                             151 Farmington Avenue
                        Hartford, Connecticut 06156-1268
                           Telephone: 1-800-232-5422
 
Form No. 75980-2                                                        May 1996
    
<PAGE>

                         VARIABLE ANNUITY ACCOUNT C
                                    OF
                  AETNA LIFE INSURANCE AND ANNUITY COMPANY


   
           STATEMENT OF ADDITIONAL INFORMATION DATED MAY 1, 1996

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
                                 1-800-232-5422
Read the prospectus before you invest. Terms used in this Statement of 
Additional Information shall have the same meaning as in the prospectus.


                                TABLE OF CONTENTS

                                                                           PAGE

General Information and History.........................................     2
Variable Annuity Account C..............................................     2
Offering and Purchase of Contracts......................................     3
Annuity Payments........................................................     3
Sales Material..........................................................     4
Independent Auditors....................................................     4
Financial Statements of the Separate Account............................   S-1
Financial Statements of Aetna Life Insurance and Annuity Company........   F-1


<PAGE>

                       GENERAL INFORMATION AND HISTORY

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

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

Other than the mortality and expense risk charges and administrative expense 
charge, 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 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 
variable investment options 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 
variable options.  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 or under all Contracts.  The Funds currently 
available under the Contract are as follows:


                                      2

<PAGE>

          Aetna Variable Fund
          Aetna Income Shares
          Aetna Variable Encore Fund
          Aetna Investment Advisers Fund, Inc.
          TCI Growth

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 section titled  "Contract Purchase" and 
"Determining Contract Value."


                                ANNUITY PAYMENTS

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

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

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

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


                                      3

<PAGE>

EXAMPLE:

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

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

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

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

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


                                SALES MATERIAL

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.


                              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.


                                      4

<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

PAGE
- ----

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      F-5
    Years Ended December 31, 1995, 1994 and 1993

   Consolidated Statements of Cash Flows for the Years Ended December      F-6
    31, 1995, 1994 and 1993

Notes to Consolidated Financial Statements                                 F-7



                                          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,
                                                                                 ------------------------
Assets                                                                              1995           1994
- ------                                                                              ----           ----
<S>                                                                              <C>            <C>
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.


                                       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)


1.   Summary of Significant Accounting Policies (Continued)
     
     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. 

     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 EQUIVALENTS
     
     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.


                                       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)


1.   Summary of Significant Accounting Policies (Continued)
     
     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.
     
     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.


                                       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)


1.   Summary of Significant Accounting Policies (Continued)

     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 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.
     

                                      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)


1.   Summary of Significant Accounting Policies (Continued)
          
     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-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)


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-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)


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>


                                      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)


2.   Investments (Continued)
     
     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.
     
     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-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)


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>

Debt Securities                                  Amortized        Fair
                                                    Cost          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).  
     

                                      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)


2.   Investments (Continued)
     
     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.  
     
     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     Fair
                                                Cost          Gains           Losses         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>


                                      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)
     
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.
     
     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.


                                      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)


3.   Capital Gains and Losses on Investment Operations (Continued)
     
     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.
     
     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)             -
                                                    --------     ----------      ---------
                                                           -           (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>


                                      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)


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.
    
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.


                                         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)
    
    
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>

    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>


                                         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)


6.  Federal Income Taxes (Continued)
    
    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
                                                   ----          ----
<S>                                              <C>           <C> 
Deferred tax assets:                                   (millions)
    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>

    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.


                                         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)


    6. Federal Income Taxes (Continued)

       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.

       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.


                                         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)


    7. Benefit Plans (Continued)

       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.


                                         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)


    8. Related Party Transactions (Continued)

       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.

       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.


                                         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)


    8. Related Party Transactions (Continued)

       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.

       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-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)


    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.


                                         F-26

<PAGE>

              AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
            (A wholly owned subsidiary of Aetna Retirement Services, Inc.)

                Notes to Consolidated Financial Statements (Continued)


    10.  Financial Instruments (Continued)

         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.

         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.


                                         F-27

<PAGE>

              AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
            (A wholly owned subsidiary of Aetna Retirement Services, Inc.)

                Notes to Consolidated Financial Statements (Continued)


    10.  Financial Instruments (Continued)

         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 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.


                                         F-28

<PAGE>

              AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
            (A wholly owned subsidiary of Aetna Retirement Services, Inc.)

                Notes to Consolidated Financial Statements (Continued)

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

(Millions)                                      1995          1994        1993
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-29
<PAGE>





                     STATEMENT OF ADDITIONAL INFORMATION




                          VARIABLE ANNUITY ACCOUNT C




                          VARIABLE ANNUITY CONTRACTS
                                  ISSUED BY
                  AETNA LIFE INSURANCE AND ANNUITY COMPANY





Form No. 75980(S)-2                                          ALIAC Ed.  MAY 1996


<PAGE>

                            VARIABLE ANNUITY ACCOUNT C
                            PART C - OTHER INFORMATION

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

    (b)  Exhibits
         (1)   Resolution of the Board of Directors of Aetna Life Insurance 
               and Annuity Company establishing Variable Annuity Account C(1)
         (2)   Not applicable
         (3.1) Form of Broker-Dealer Agreement(2)
         (3.2) Alternative Form of Wholesaling Agreement and related Selling 
               Agreement(2)
         (4.1) Form of Variable Annuity Contract (G-CDA-HF)(3)
         (4.2) Form of Variable Annuity Contract (GAIPH-HF)(4)
         (4.3) Form of Variable Annuity Contract (GUIH-HF)(4)
         (5)   Form of Variable Annuity Contract Application (300-GPP-10)(4)
         (6)   Certificate of Incorporation and By-Laws of Depositor(5)
         (7)   Not applicable
         (8)   Fund Participation Agreement between Aetna Life Insurance and 
               Annuity Company, Investors Research Corporation and TCI 
               Portfolios, Inc. dated July 29, 1992 and amended December 22, 
               1992 and June 1, 1994(6)
         (9)   Opinion of Counsel(7)
         (10.1) Consent of Independent Auditors


<PAGE>


         (10.2) Consent of Counsel
         (11)   Not applicable
         (12)   Not applicable
         (13)   Not applicable
         (14)   Not applicable
         (15.1) Powers of Attorney(8)
         (15.2) Authorization for Signatures(9)
         (27)   Financial Data Schedule

1. Incorporated by reference to Registration Statement on Form N-4
   (File No. 2-52449), as filed on February 28, 1986.
2. Incorporated by reference to Pre-Effective Amendment No. 1 to Registration 
   Statement on Form N-4 (File No. 33-75996), as filed on April 21, 1994.
3. Incorporated by reference to Post-Effective Amendment No. 3 to 
   Registration Statement on Form N-4 (File No. 33-75964), as filed on 
   February 24, 1995. 
4. Incorporated by reference to Post-Effective Amendment No. 2 to 
   Registration Statement on Form N-4 (File No. 33-75980), as filed on
   April 28, 1995. 
5. Incorporated by reference to Post-Effective Amendment No. 58 to 
   Registration Statement on Form N-4 (File No. 2-52449), as filed on 
   February 28, 1994. 
6. Incorporated by reference to Registration Statement on Form N-4
   (File No. 33-88720), as filed on January 20, 1995.
7. Incorporated by reference to Registrant's 24f-2 Notice for fiscal year ended 
   December 31, 1995, as filed electronically on February 29, 1996.
8. Incorporated by reference to Post-Effective Amendment No. 3 to 
   Registration Statement on Form N-4 (File No. 33-75974), as filed 
   electronically on April 9, 1996. 
9. Incorporated by reference to Post-Effective Amendment No. 1 to 
   Registration Statement on Form N-4 (File No. 33-91846), as filed 
   electronically on August 16, 1995. 


<PAGE>


ITEM 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR

<TABLE>
<CAPTION>
Name and Principal
Business Address*                   Positions and Offices with Depositor
- ------------------                  ------------------------------------
<S>                                 <C>
Daniel P. Kearney                   Director and President

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

Christopher J. Burns                Director and Senior Vice President

Laura R. Estes                      Director and Senior Vice President

Gail P. Johnson                     Director and Vice President

John Y. Kim                         Director and Senior Vice President

Shaun P. Mathews                    Director and Vice President

Glen Salow                          Director and Vice President

Creed R. Terry                      Director and Vice President

Eugene M. Trovato                   Vice President and Treasurer, Corporate 
                                    Controller

Zoe Baird                           Senior Vice President and General Counsel

Diane Horn                          Vice President and Chief Compliance Officer

Susan E. Schechter                  Corporate Secretary and Counsel
</TABLE>

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


<PAGE>


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

    Incorporated herein by references to Item 26 to Registration Statement on 
Form N-4 (File No. 33-75982), as filed electronically on February 20, 1996.

ITEM 27. NUMBER OF CONTRACT OWNERS

    As of February 29, 1996, there were 527,607 individuals holding interests 
in variable annuity contracts funded through Variable Annuity Account C.

ITEM 28. INDEMNIFICATION

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

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

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

ITEM 29. PRINCIPAL UNDERWRITER

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


<PAGE>


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

    (b)  See Item 25 regarding the Depositor. 

    (c)  Compensation as of December 31, 1995:

<TABLE>
<CAPTION>
     (1)                (2)               (3)               (4)           (5)

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

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

ITEM 30. LOCATION OF ACCOUNTS AND RECORDS

    All records concerning contract owners of Variable Annuity Account C are 
located at the home office of the Depositor as follows:

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

ITEM 31. MANAGEMENT SERVICES

    Not applicable

ITEM 32. UNDERTAKINGS

    Registrant hereby undertakes:

    (a)  to file a post-effective amendment to this registration statement 
         on Form N-4 as frequently as is necessary to ensure that the audited 
         financial statements in the registration statement

<PAGE>


          are never more than sixteen months old for as long as payments under
          the variable annuity contracts may be accepted;

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

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

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

<PAGE>
                                       SIGNATURES

       As required by the Securities Act of 1933, as amended, and the Investment
Company Act of 1940, the Registrant, Variable Annuity Account C of Aetna Life
Insurance and Annuity Company, certifies that it meets the requirements of
Securities Act Rule 485(b) for effectiveness of this Post-Effective Amendment
No. 3 to its Registration Statement on Form N-4 (File No. 33-75980) and has
caused this Post-Effective Amendment No. 3 to its Registration Statement on
Form N-4 (File No. 33-75980) to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Hartford, State of Connecticut, on the
9th day of April, 1996.

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

                         By: AETNA LIFE INSURANCE AND ANNUITY COMPANY
                                 (DEPOSITOR)

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

       As required by the Securities Act of 1933, as amended, this 
Post-Effective Amendment No. 3 to the Registration Statement on Form N-4 
(File No. 33-75980) has been signed by the following persons in the 
capacities and on the dates indicated.

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

Daniel P. Kearney*             Director and President            )
- ---------------------------    (principal executive officer)     )
Daniel P. Kearney                                                )
                                                                 )
Timothy A. Holt*               Director, Senior Vice President   )
- ---------------------------    and Chief Financial               )
Timothy A. Holt                Officer                           )      April
                                                                 )      9, 1996
Christopher J. Burns*          Director                          )
- ---------------------------                                      )
Christopher J. Burns                                             )
                                                                 )
Laura R. Estes*                Director                          )
- ---------------------------                                      )
Laura R. Estes                                                   )

Gail P. Johnson*              Director                           )
- ---------------------------                                      )
Gail P. Johnson                                                  )

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

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


<PAGE>
                           VARIABLE ANNUITY ACCOUNT C
                                 EXHIBIT INDEX
 
<TABLE>
<CAPTION>

EXHIBIT NO.   EXHIBIT                                                                       PAGE
- -----------   -------                                                                       ----
<S>           <C>                                                                       <C>
99-B.1        Resolution of the Board of Directors of Aetna Life Insurance and               *
              Annuity Company establishing Variable Annuity Account C
                                                                                                
99-B.3.1      Form of Broker-Dealer Agreement                                                *
                                                                                                
99-B.3.2      Alternative Form of Wholesaling Agreement and related Selling                  *
              Agreement
                                                                                                
99-B.4.1      Form of Variable Annuity Contract (G-CDA-HF)                                   *
                                                                                                
99-B.4.2      Form of Variable Annuity Contract (GAIPH-HF)                                   *
                                                                                                
99-B.4.3      Form of Variable Annuity Contract (GUIH-HF)                                    *
                                                                                                
99-B.5        Form of Variable Annuity Contract Application (300-GPP-10)                     *
                                                                                                
99-B.6        Certificate of Incorporation and By-Laws of Depositor                          *
                                                                                                
99-B.8        Fund Participation Agreement between Aetna Life Insurance and                  *
              Annuity Company, Investors Research Corporation and TCI                         
              Portfolios, Inc. dated July 29, 1992 and amended December 22,                   
              1992 and June 1, 1994
                                                                                                
99-B.9        Opinion of Counsel                                                             *
                                                                                                
99-B.10.1     Consent of Independent Auditors
                                                                                                
99-B.10.2     Consent of Counsel

99-B.15.1     Powers of Attorney                                                             *
                                                                                                
99-B.15.2     Authorization for Signatures                                                   *
                                                                                                
27            Financial Data Schedule


</TABLE>

*Incorporated by Reference



<PAGE>



                         CONSENT OF INDEPENDENT AUDITORS




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


We consent to the use of our reports dated February 6, 1996 and February 16,
1996 included herein and to the references to our Firm under the captions
"Condensed Financial Information" in the Prospectus and "Independent Auditors"
in the Statement of Additional Information.

Our report dated February 6, 1996 refers to a change in 1993 in the Company's
method of accounting for certain investments in debt and equity securities.



                                   KPMG Peat Marwick LLP



Hartford, Connecticut
April 9, 1996

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

April 9, 1996




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

Dear Sir or Madam:

As Counsel of Aetna Life Insurance and Annuity Company (the "Company"), I 
hereby consent to the use of my opinion dated February 28, 1996 (incorporated 
herein by reference to the 24f-2 Notice for the fiscal year ended December 
31, 1995 filed on behalf of Variable Annuity Account C of Aetna Life 
Insurance and Annuity Company on February 29, 1996) as an exhibit to this 
Post-Effective Amendment No. 3 to Registration Statement on Form N-4 (File 
No. 33-75980) and to my being named under the caption "Legal Matters" therein.

Sincerely,

/s/ Susan E. Bryant

Susan E. Bryant
Counsel
Aetna Life Insurance and Annuity Company


<TABLE> <S> <C>

<PAGE>
<ARTICLE> 6
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               DEC-31-1995
<INVESTMENTS-AT-COST>                    6,038,034,475
<INVESTMENTS-AT-VALUE>                   6,632,117,659
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                           6,632,117,659
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                      6,632,117,659
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                                0
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                             6,632,117,659
<DIVIDEND-INCOME>                          730,430,612
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                            (71,090,542)
<NET-INVESTMENT-INCOME>                    659,340,070
<REALIZED-GAINS-CURRENT>                   160,673,967
<APPREC-INCREASE-CURRENT>                  520,603,951
<NET-CHANGE-FROM-OPS>                    1,340,617,988
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                              0
<NUMBER-OF-SHARES-REDEEMED>                          0
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                   1,769,805,868
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>


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