VARIABLE ANNUITY ACCT C OF AETNA LIFE INSURANCE & ANNUITY CO
497, 1996-05-09
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<PAGE>




                       VARIABLE
                       ANNUITY
                       ACCOUNT C


                          Tax-Deferred Annuity Plans
                          (Section 403(b))


                          Public Employee
                          Deferred Compensation Plans
                          (Section 457)


                          Defined Contribution Plans
                          (Section 401(a))


                       Prospectus Dated:
                       May 1, 1996






                                 [LOGO]


                Aetna Life Insurance and Annuity Company

                                52449-2
<PAGE>
                                   PROSPECTUS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
This  Prospectus  describes  deferred variable  annuity  contracts ("Contracts")
issued by  Aetna  Life  Insurance  and  Annuity  Company  (the  "Company").  The
Contracts  are available  through participation (1)  in plans  adopted by public
school systems and  certain tax-exempt (Section  501(c)(3)) organizations  under
Section  403(b) of the Code; (2) in deferred compensation plans adopted by state
and local governments for their  employees or independent contractors, or  both,
under  Section 457  of the Internal  Revenue Code  of 1986, as  amended, and (3)
under defined  contribution  plans  under  Section  401(a)  of  the  Code.  (See
"Purchase.")  Only interests in group contracts  are currently offered for sale;
however, "Contracts" shall also apply to individual Contracts which were  issued
by the Company in the past to Participants under certain Section 403(b) Plans.
 
The  Contracts provide that contributions may be allocated to one or more of the
Credited Interest  Options or  to one  or more  of the  Subaccounts of  Variable
Annuity  Account C,  a separate account  of the Company.  The Subaccounts invest
directly in shares of the following Funds:
 
    - Aetna Variable Fund
    - Aetna Income Shares
    - Aetna Variable Encore Fund
    - Aetna Investment Advisers Fund, Inc.
    - TCI Growth (a Twentieth Century fund)
 
The Credited Interest  Options currently  available under the  Contract are  the
Guaranteed  Accumulation Account and  the Fixed Account. (On  June 30, 1995, the
Fixed Plus Account replaced  the Fixed Account as  the Credited Interest  Option
for  Contracts issued  to Participants under  the State  of Mississippi Deferred
Compensation Plan. See  Appendix III. The  Guaranteed Accumulation Account  will
continue  to be  available.) Except  as specifically  mentioned, this Prospectus
describes only investments through the Separate Account. A brief description  of
each  of  the  Credited Interest  Options  is  contained in  Appendices  to this
Prospectus.  Additional  information  concerning  the  Guaranteed   Accumulation
Account is contained in a separate prospectus.
 
The  availability of the Funds  and the Credited Interest  Options is subject to
applicable regulatory authorization. Not all Funds or Credited Interest  Options
may  be available  in all  jurisdictions, under all  Contracts or  in all Plans.
Please  check  with  your  employer  to  determine  option  availability.   (See
"Investment Options.")
 
This  Prospectus provides investors  with the information  that they should know
about  the  Separate  Account  before  investing  in  the  Contract.  Additional
information about the Separate Account is contained in a Statement of Additional
Information ("SAI") which is available at no charge. The SAI has been filed with
the  Securities and Exchange Commission and is incorporated herein by reference.
The Table of Contents for the SAI is  printed on page 17 of this Prospectus.  An
SAI  may be obtained by indicating the request on the enrollment forms or on the
prospectus receipt contained in this Prospectus, or by calling the number listed
under the "Inquiries" section of the Prospectus Summary.
 
THIS PROSPECTUS IS VALID  ONLY WHEN ACCOMPANIED BY  THE CURRENT PROSPECTUSES  OF
THE  FUNDS AND THE  GUARANTEED ACCUMULATION ACCOUNT.  ALL PROSPECTUSES SHOULD BE
READ AND RETAINED FOR FUTURE REFERENCE.
 
THESE SECURITIES HAVE  NOT BEEN APPROVED  OR DISAPPROVED BY  THE SECURITIES  AND
EXCHANGE  COMMISSION OR ANY  STATE SECURITIES COMMISSION  NOR HAS THE SECURITIES
AND EXCHANGE  COMMISSION OR  ANY  STATE SECURITIES  COMMISSION PASSED  UPON  THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS, ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
 
  THIS PROSPECTUS AND THE STATEMENT OF ADDITIONAL INFORMATION ARE DATED MAY 1,
                                     1996.
<PAGE>
                               TABLE OF CONTENTS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
<TABLE>
<S>                                                                                    <C>
DEFINITIONS..........................................................................     DEFINITIONS - 1
PROSPECTUS SUMMARY...................................................................         SUMMARY - 1
FEE TABLE............................................................................       FEE TABLE - 1
CONDENSED FINANCIAL INFORMATION......................................................     AUV HISTORY - 1
THE COMPANY..........................................................................                   1
VARIABLE ANNUITY ACCOUNT C...........................................................                   1
INVESTMENT OPTIONS...................................................................                   1
    The Funds........................................................................                   1
    Credited Interest Options........................................................                   2
PURCHASE.............................................................................                   2
    Contract Availability............................................................                   2
    Purchasing Interests in the Contract.............................................                   3
    Purchase Payments................................................................                   3
    Transfer Credits.................................................................                   3
    Right to Cancel..................................................................                   4
CHARGES AND DEDUCTIONS...............................................................                   4
    Daily Deductions from the Separate Account.......................................                   4
        Mortality and Expense Risk Charge............................................                   4
        Administrative Expense Charge................................................                   4
    Maintenance Fee..................................................................                   4
    Deferred Sales Charge............................................................                   5
    Fund Expenses....................................................................                   6
    Premium and Other Taxes..........................................................                   6
CONTRACT VALUATION...................................................................                   6
    Account Value....................................................................                   6
    Accumulation Units...............................................................                   7
    Net Investment Factor............................................................                   7
TRANSFERS............................................................................                   7
WITHDRAWALS..........................................................................                   7
    Reinvestment Privilege...........................................................                   8
CONTRACT LOANS.......................................................................                   8
ADDITIONAL WITHDRAWAL OPTIONS........................................................                   9
DEATH BENEFIT DURING ACCUMULATION PERIOD.............................................                   9
ANNUITY PERIOD.......................................................................                  10
    Annuity Period Elections.........................................................                  10
    Annuity Options..................................................................                  10
    Annuity Payments.................................................................                  11
    Charges Deducted During the Annuity Period.......................................                  11
    Death Benefit Payable During the Annuity Period..................................                  11
TAX STATUS...........................................................................                  12
    Introduction.....................................................................                  12
</TABLE>
<PAGE>
<TABLE>
<S>                                                                                    <C>
    Taxation of the Company..........................................................                  12
    Contracts Used with Certain Retirement Plans.....................................                  12
MISCELLANEOUS........................................................................                  15
    Distribution.....................................................................                  15
    Delay or Suspension of Payments..................................................                  15
    Performance Reporting............................................................                  16
    Voting Rights....................................................................                  16
    Modification of the Contract.....................................................                  16
    Transfer of Ownership; Assignment................................................                  16
    Legal Matters and Proceedings....................................................                  16
CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION..................................                  17
APPENDIX I--GUARANTEED ACCUMULATION ACCOUNT..........................................                  18
APPENDIX II--THE FIXED ACCOUNT.......................................................                  19
APPENDIX III--THE FIXED PLUS ACCOUNT
  (State of Mississippi Deferred Compensation Plan only).............................                  20
</TABLE>
 
THIS  PROSPECTUS DOES  NOT CONSTITUTE AN  OFFERING IN ANY  JURISDICTION IN WHICH
SUCH OFFERING  MAY NOT  LAWFULLY BE  MADE. THE  COMPANY DOES  NOT AUTHORIZE  ANY
PERSON TO GIVE INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THE
OFFERING CONTAINED IN THIS PROSPECTUS EXCEPT AS OTHERWISE CONTAINED HEREIN.
<PAGE>
                                  DEFINITIONS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
The following terms are defined as they are used in this Prospectus:
 
ACCOUNT: A record which identifies contract values accumulated on behalf of each
Participant  during  the  Accumulation  Period.  One  or  more  Accounts  may be
established for each Participant.
 
ACCOUNT VALUE: The total dollar value of  amounts held in an Account as of  each
Valuation Date during the Accumulation Period.
 
ACCOUNT  YEAR: A  period of  twelve months  measured from  the date  on which an
Account is  established (the  effective date)  or from  an anniversary  of  such
effective date.
 
ACCUMULATION  PERIOD: The period during which Purchase Payment(s) credited to an
Account are invested to fund future annuity payments.
 
ACCUMULATION UNIT: A  measure of  the value  of each  Subaccount before  Annuity
payments begin.
 
ANNUITANT:  The person on whose life or life expectancy the Annuity payments are
based.
 
ANNUITY: A series of payments  for life, a definite  period or a combination  of
the two.
 
ANNUITY DATE: The date on which annuity payments begin.
 
ANNUITY PERIOD: The period during which Annuity payments are made.
 
ANNUITY  UNIT: A  measure of  the value of  each Subaccount  selected during the
Annuity Period.
 
CODE: Internal Revenue Code of 1986, as amended.
 
COMPANY (WE, US): Aetna Life Insurance and Annuity Company.
 
CONTRACT:  The  group  and  individual  deferred,  variable  annuity   contracts
described in this Prospectus.
 
CONTRACT  HOLDER:  The person  or entity  to  whom the  Contract is  issued. The
Contract Holder under  a group Contract  is usually the  employer; the  Contract
Holder  under  an  individual  Contract  under  a  Section  403(b)  Plan  is the
Participant.
 
CREDITED INTEREST OPTIONS: The  fixed interest options  under the Contract.  The
Credited  Interest  Options  currently consist  of  the  Guaranteed Accumulation
Account and the Fixed Account, each of which is described in an Appendix to this
Prospectus. The Fixed  Plus Account  is available  only to  Participants in  the
State  of Mississippi  Deferred Compensation  Plan. (See  Appendix III.) Amounts
allocated to the Credited Interest Options are included in the Account Value.
 
ERISA: Employee Retirement Income Security Act of 1974, as amended.
 
FUND(S): An open-end registered management  investment company whose shares  are
purchased by the Separate Account to fund the benefits provided by the Contract.
 
HOME OFFICE: The Company's principal executive offices located at 151 Farmington
Avenue, Hartford, Connecticut 06156.
 
PARTICIPANT  (YOU): A person  participating in a Plan  maintained by an eligible
organization.
 
PLAN(S): Tax-deferred annuity plans established under Section 403(b) of the Code
for employees  of public  school systems  and certain  tax-exempt  organizations
(Section  501(c)(3) organizations), deferred compensation plans adopted by state
and local governments for their  employees or independent contractors, or  both,
under  Section 457 of the Code  and defined contribution plans established under
Section 401(a) of the Code.
 
- --------------------------------------------------------------------------------
                                DEFINITIONS - 1
<PAGE>
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.
 
PURCHASE PAYMENT  PERIODS:  For  "Installment Purchase  Payment  Accounts,"  the
period  of time for  completion of the  agreed upon annual  number and amount of
Purchase Payments. For example,  if it is determined  that the Purchase  Payment
Period  will consist of 12 payments per year  and only 11 payments are made, the
Purchase Payment Period is not completed  until the twelfth Purchase Payment  is
made.
 
SEPARATE  ACCOUNT: Variable Annuity Account C, a separate account established by
the Company for the purpose of funding variable annuity contracts issued by  the
Company.
 
SUBACCOUNT(S):  The  portion  of the  assets  of  the Separate  Account  that is
allocated to a particular  Fund. Each Subaccount invests  in the shares of  only
one corresponding Fund.
 
VALUATION  DATE:  The date  and time  at which  the value  of the  Subaccount is
calculated. Currently, this calculation occurs at  the close of business of  the
New  York Stock Exchange on any normal business day, Monday through Friday, that
the New York Stock Exchange is open.
 
- --------------------------------------------------------------------------------
                                DEFINITIONS - 2
<PAGE>
                               PROSPECTUS SUMMARY
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
CONTRACTS OFFERED
 
    The Contracts described in this Prospectus are group and individual deferred
variable  annuity contracts issued  by Aetna Life  Insurance and Annuity Company
(the "Company"). The  purpose of  the Contract is  to accumulate  values and  to
provide  benefits upon  retirement. The Contracts  are available  for (1) public
school systems  and certain  tax exempt  (Section 501(c)(3))  organizations  for
their  employees under Section 403(b) of the Code ("403(b) Plans"); (2) deferred
compensation plans adopted by state and local governments for their employees or
independent contractors or both under Section 457 of the Code ("457 Plans"); and
(3) qualified defined contribution plans under Section 401(a) of the Code  ("401
Plans").
 
CONTRACT PURCHASE
 
    The group Contract may be purchased by eligible organizations on behalf of a
group  made up  of their  employees. Eligible  employees may  participate in the
Contract by completing the enrollment forms and submitting them to the  Company.
Purchase  Payments  can be  applied to  the Contract  either through  a lump-sum
transfer from  a  pre-existing  plan  or  through  periodic  salary  reductions.
Individual  Contracts  are  no  longer  offered for  sale,  but  were  issued to
Participants under  some  Section  403(b)  Plans prior  to  May  1,  1996.  (See
"Purchase.")
 
FREE LOOK PERIOD
 
    Participation  under the Contract may be  cancelled within 10 days after you
receive the Contract or other document evidencing your interest in the  Contract
(or longer if required by state law) by returning it to the Company along with a
written  notice of cancellation. Unless state law requires otherwise, the amount
you will receive upon  cancellation will reflect  the investment performance  of
the  Subaccounts into which your Purchase Payments were deposited. In some cases
this may  be more  or  less than  the amount  of  your Purchase  Payments.  (See
"Purchase--Right to Cancel.")
 
INVESTMENT OPTIONS
 
    The  Company has established  Variable Annuity Account  C, a registered unit
investment trust,  for  the purpose  of  funding  the variable  portion  of  the
Contracts.  The  Separate  Account  is  divided  into  subaccounts  which invest
directly in shares of the Funds described herein. The Contract allows investment
in any or all of  the Subaccounts, as well as  in the Credited Interest  Options
described below. For a complete list of the Funds available under the Contracts,
and  a description of the  investment objectives of each  of the Funds and their
investment advisers, see "Investment Options-- The Funds" in this Prospectus, as
well as the prospectuses for each of the Funds.
 
    The Contract also provides for investment in Credited Interest Options which
allow you to earn fixed rates of interest. The fixed options available under the
Contract are the Guaranteed Accumulation Account ("GAA") and the Fixed  Account.
The  Fixed  Plus Account  is  available only  to  Participants in  the  State of
Mississippi Deferred Compensation Plan. (See the Appendices to this Prospectus.)
 
CHARGES AND DEDUCTIONS
 
    Certain charges are associated with  these Contracts. These charges  include
daily  deductions  from the  Separate Account  (the  mortality and  expense risk
charges  and  any  administrative  expense  charge),  as  well  as  any   annual
maintenance  fee and premium and other taxes.  The Funds also incur certain fees
and expenses which are deducted directly from the Funds. A deferred sales charge
may apply upon a full or partial  withdrawal of the Account Value. (See the  Fee
Table and "Charges and Deductions.")
 
TRANSFERS
 
    Prior  to  the Annuity  Date, and  subject  to certain  limitations, Account
Values may  be  transferred among  the  Subaccounts and  the  Credited  Interest
Options without charge. Transfers can be requested in writing or by telephone in
accordance  with the  Company's transfer procedures.  (See the  Appendices for a
full description of the restrictions  applicable to transfers from the  Credited
Interest Options.)
 
- --------------------------------------------------------------------------------
                                  SUMMARY - 1
<PAGE>
WITHDRAWALS
 
    The Contract Holder may withdraw all or a part of the Account Value prior to
the  Annuity Date by properly  completing a disbursement form  and sending it to
the Company. Certain charges may be assessed upon withdrawal. The withdrawal may
also be subject to income tax and a federal tax penalty. The Code restricts full
and partial withdrawals under Section  403(b) Plans in some circumstances.  (See
"Withdrawals.")
 
    The  Contract also offers  certain Additional Withdrawal  Options during the
Accumulation Period to persons  meeting certain criteria. Additional  Withdrawal
Options  are  not available  in  all states  and may  not  be suitable  in every
situation. (See "Additional Withdrawal Options.")
 
LOANS
 
    Participants under  Section  403(b) Plans  may  request a  loan  from  their
Account  Value  at  any  time  during the  Accumulation  Period.  Loans  are not
available from  Contracts  issued  under  Section 457  and  401(a)  Plans.  (See
"Contract Loans.")
 
DEATH BENEFIT
 
    A  death benefit is payable if the Participant dies before the Annuity Date.
Death benefit proceeds will  be paid in  an amount equal  to the Account  Value.
Until  the  election of  a  method of  payment,  the Account  Value  will remain
invested under the Contract. The beneficiary  may elect to receive the  proceeds
in  a lump sum or under any of the payment options available under the Contract.
However, the  Code  requires that  distributions  begin within  a  certain  time
period. (See "Death Benefit During Accumulation Period.")
 
    After Annuity Payments have commenced, a death benefit may be payable to the
beneficiary  depending upon  the terms  of the  Contract and  the Annuity Option
selected. (See "Death Benefit Payable During the Annuity Period.")
 
THE ANNUITY PERIOD
 
    On the Annuity Date, you may elect to begin receiving Annuity Payments which
may be made on either a fixed, variable or combination fixed and variable basis.
If a variable  payout is selected,  the payments will  vary with the  investment
performance  of the  Subaccount(s) selected. The  Company reserves  the right to
limit the number of Subaccounts that may be available during the Annuity Period.
(See "Annuity Period.")
 
TAXES
 
    For 457  Plans, contributions  and earnings  are not  generally taxed  until
distributed  or made available under the employer's plan. For Section 403(b) and
401(a) Plans, contributions and  earnings are not generally  taxed until you  or
your  beneficiary(ies) actually receive a distribution  from the Contract, and a
10% federal tax penalty and a 20%  withholding for income tax may be imposed  on
certain withdrawals. (See "Tax Status.")
 
INQUIRIES
 
    Questions,  inquiries or requests for additional information can be directed
to your  agent  or local  representative,  or you  may  contact the  Company  as
follows:
 
<TABLE>
 <S>                                                      <C>
 -  Write to:                                             Aetna Life Insurance and Annuity Company
                                                          151 Farmington Avenue
                                                          Hartford, Connecticut 06156-1277
                                                          Attention: Customer Service
 
 -  Call Customer Service:                                1-800-525-4225 (for automated transfers or changes
                                                          in the allocation of Account Values, call:
                                                          1-800-262-3862)
</TABLE>
 
- --------------------------------------------------------------------------------
                                  SUMMARY - 2
<PAGE>
                                   FEE TABLE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
This  Fee Table describes  the various charges and  expenses associated with the
Contract during the Accumulation Period. For amounts deducted during the Annuity
Period, see "Charges  Deducted During the  Annuity Period." No  sales charge  is
paid  upon  purchase of  the  Contract. All  costs  that are  borne  directly or
indirectly under the Subaccounts  and Funds are shown  below. Some expenses  may
vary  as explained under "Charges and  Deductions." Charges shown do not include
premium taxes that may  be applicable. For more  information regarding fees  and
expenses paid out of the assets of a particular Fund, see the Fund's prospectus.
 
DIRECT CHARGES. These charges are deducted directly from the Account Value. They
include:
     DEFERRED  SALES  CHARGE.  The  deferred  sales  charge  is  deducted  as  a
     percentage of  the amount  withdrawn.  The total  amount deducted  for  the
     deferred  sales charge will not exceed  8.5% of the total Purchase Payments
     applied to  the  Account.  The  amount of  the  deferred  sales  charge  is
     calculated as follows:
 
<TABLE>
<CAPTION>
     INSTALLMENT PURCHASE PAYMENT ACCOUNTS:             SINGLE PURCHASE PAYMENT ACCOUNTS:
       PURCHASE PAYMENT          DEFERRED SALES          ACCOUNT YEARS            DEFERRED SALES
      PERIODS COMPLETED         CHARGE DEDUCTION           COMPLETED             CHARGE DEDUCTION
- ------------------------------  ---------------- ------------------------------  ----------------
<S>                             <C>              <C>                             <C>
Less than 5                               5%     Less than 5                               5%
5 or more but less than 7                 4%     5 or more but less than 6                 4%
7 or more but less than 9                 3%     6 or more but less than 7                 3%
9 or more but less than 10                2%     7 or more but less than 8                 2%
More than 10                              0%     8 or more but less than 9                 1%
                                                 9 or more                                 0%
</TABLE>
 
<TABLE>
<S>                                                                                         <C>
ANNUAL CONTRACT MAINTENANCE FEE -- Installment Purchase Payment Account...................  $   20.00
                             -- Single Purchase Payment Account...........................  $    0.00
 
The  maintenance fee  will generally  be deducted  annually from  each Account  during the
Accumulation Period. The amount of  the maintenance fee may  be reduced or eliminated  for
group  contracts. The  amount shown is  the MAXIMUM  maintenance fee that  can be deducted
under the Contract.
</TABLE>
 
INDIRECT CHARGES. Each  Subaccount pays these  expenses out of  its assets.  The
charges  are reflected in the Subaccount's daily Accumulation Unit Value and are
not charged directly to an Account. They include:
 
<TABLE>
<S>                                                                                          <C>
MORTALITY AND EXPENSE RISK CHARGE..........................................................      1.25%
ADMINISTRATIVE EXPENSE CHARGE. We currently do not impose an Administrative Expense Charge.
However, we reserve the right to deduct a daily charge from the Subaccounts, equivalent on
an annual basis to not more than 0.25%.....................................................      0.00%
                                                                                                 -----
 
  TOTAL SEPARATE ACCOUNT CHARGES...........................................................      1.25%
</TABLE>
 
- --------------------------------------------------------------------------------
                                 FEE TABLE - 1
<PAGE>
ANNUAL EXPENSES OF THE FUNDS
 
The following table illustrates the advisory fees and other expenses  applicable
to  the Funds. Except  as noted, these  figures are a  percentage of each Fund's
average net assets  and are based  on figures  for the year  ended December  31,
1995.  A  Fund's "Other  Expenses" include  operating costs  of the  Fund. These
expenses are reflected in the Fund's net  asset value and are not deducted  from
the Account Value under the Contract.
 
<TABLE>
<CAPTION>
                                           INVESTMENT
                                            ADVISORY
                                            FEES(1)       OTHER EXPENSES   TOTAL FUND
                                         (AFTER EXPENSE   (AFTER EXPENSE     ANNUAL
                                         REIMBURSEMENT)   REIMBURSEMENT)    EXPENSES
                                         --------------   --------------   -----------
 <S>                                     <C>              <C>              <C>
 Aetna Variable Fund(2)                       0.25%            0.06%          0.31%
 Aetna Income Shares(2)                       0.25%            0.08%          0.33%
 Aetna Variable Encore Fund(2)                0.25%            0.10%          0.35%
 Aetna Investment Advisers Fund,
  Inc.(2)                                     0.25%            0.08%          0.33%
 TCI Growth(3)                                1.00%            0.00%          1.00%
</TABLE>
 
- --------------------------
(1)Certain   of  the  unaffiliated  Fund  advisers  reimburse  the  Company  for
   administrative costs incurred in connection  with administering the Funds  as
   variable  funding options under  the Contract. These  reimbursements are paid
   out of the investment advisory fees and are not charged to investors.
(2)As of May 1,  1996, the Company will  provide administrative services to  the
   Fund  and will  assume the  Fund's ordinary  recurring direct  costs under an
   Administrative Services Agreement. The "Other  Expenses" shown are not  based
   on  figures for the year ended December 31, 1995, but reflect the fee payable
   under this Agreement.
(3)The 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 OR  FUTURE EXPENSES OR  EXPECTED RETURN. ACTUAL  EXPENSES
AND/OR RETURN MAY BE MORE OR LESS THAN THOSE SHOWN BELOW.
 
The  following  Examples  illustrate  the expenses  that  would  have  been paid
assuming a $1,000 investment in the Contract and a 5% return on assets. For  the
purposes  of these Examples, the  maximum maintenance fee of  $20.00 that can be
deducted under the Contract has been  converted to a percentage of assets  equal
to 0.097%.
 
<TABLE>
<CAPTION>
                                               EXAMPLE A                               EXAMPLE B
                                 -------------------------------------   -------------------------------------
                                 IF  YOU WITHDRAW  YOUR ENTIRE ACCOUNT   IF YOU DO  NOT WITHDRAW YOUR  ACCOUNT
                                 VALUE  AT  THE  END  OF  THE  PERIODS   VALUE, OR IF YOU ANNUITIZE AT THE END
                                 SHOWN, YOU  WOULD PAY  THE  FOLLOWING   OF  THE PERIODS SHOWN,  YOU WOULD PAY
                                 EXPENSES,  INCLUDING  ANY  APPLICABLE   THE  FOLLOWING EXPENSES  (NO DEFERRED
                                 DEFERRED SALES CHARGE:                  SALES CHARGE IS REFLECTED):*
                                 1 YEAR   3 YEARS   5 YEARS   10 YEARS   1 YEAR   3 YEARS   5 YEARS   10 YEARS
                                 ------   -------   -------   --------   ------   -------   -------   --------
 <S>                             <C>      <C>       <C>       <C>        <C>      <C>       <C>       <C>
 Aetna Variable Fund               $69      $107      $149      $196       $17      $ 52      $ 90      $196
 Aetna Income Shares               $69      $108      $150      $198       $17      $ 53      $ 91      $198
 Aetna Variable Encore Fund        $69      $109      $151      $201       $17      $ 53      $ 92      $201
 Aetna Investment Advisers
  Fund, Inc.                       $69      $108      $150      $198       $17      $ 53      $ 91      $198
 TCI Growth                        $75      $127      $182      $268       $24      $ 73      $125      $268
</TABLE>
 
- ------------------------------
* This Example  would not  apply if  a nonlifetime  variable annuity  option  is
  selected,  and a  lump sum  settlement is  requested within  three years after
  annuity payments  start  since the  lump  sum payment  will  be treated  as  a
  withdrawal  during the Accumulation Period and will be subject to any deferred
  sales charge that would then apply. (Refer to Example A.)
 
- --------------------------------------------------------------------------------
                                 FEE TABLE - 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         1990
                                               ----------   ----------   ----------   ----------   ----------   ----------
 
<S>                                            <C>          <C>          <C>          <C>          <C>          <C>
AETNA VARIABLE FUND
Value at beginning of period                     $105.558     $107.925     $102.383      $97.165      $77.845      $76,311
Value at end of period                           $137.869     $105.558     $107.925     $102.383      $97.165      $77.845
Increase (decrease) in value of accumulation
 unit(1)                                            30.61%       (2.19)%       5.41%        5.37%       24.82%        2.01%
Number of accumulation units outstanding at
 end of period                                  6,364,000   13,966,072   21,148,863   24,201,565   20,948,226   18,362,906
 
AETNA INCOME SHARES
Value at beginning of period                      $40.173      $42.283      $39.038      $36.789      $31.192      $28.943
Value at end of period                            $46.913      $40.173      $42.283      $39.038      $36.789      $31.192
Increase (decrease) in value of accumulation
 unit(1)                                            16.78%       (4.99)%       8.31%        6.11%       17.94%        7.77%
Number of accumulation units outstanding at
 end of period                                  2,377,622    5,108,720    8,210,666    8,507,292    7,844,412    6,984,793
 
AETNA VARIABLE ENCORE FUND
Value at beginning of period                      $36.271      $35.282      $34.619      $33.812      $32.138      $30.012
Value at end of period                            $37.988      $36.271      $35.282      $34.619      $33.812      $32.138
Increase (decrease) in value of accumulation
 unit(1)                                             4.73%        2.80%        1.92%        2.39%        5.21%        7.08%
Number of accumulation units outstanding at
 end of period                                  1,826,260    3,679,802    5,086,515    7,534,662    8,430,082   10,220,110
 
AETNA INVESTMENT
 ADVISERS FUND, INC.
Value at beginning of period                      $14.270      $14.519      $13.379      $12.736      $10.896      $10.437
Value at end of period                            $17.954      $14.270      $14.519      $13.379      $12.736      $10.896
Increase (decrease) in value of accumulation
 unit(1)                                            25.82%       (1.71)%       8.52%        5.05%       16.89%        4.40%
Number of accumulation units outstanding at
 end of period                                  9,193,181   21,990,186   30,784,750   34,802,433   22,898,099   17,078,985
 
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   12,096,731   12,272,152
 
<CAPTION>
                                                  1989         1988         1987         1986
                                               ----------   ----------   ----------   ----------
<S>                                            <C>          <C>          <C>          <C>
AETNA VARIABLE FUND
Value at beginning of period                      $59.871      $52.885      $50.760      $43.205
Value at end of period                            $76.311      $59.871      $52.885      $50.760
Increase (decrease) in value of accumulation
 unit(1)                                            27.46%       13.21%        4.19%       17.49%
Number of accumulation units outstanding at
 end of period                                 17,142,820   16,455,396   16,497,406   16,578,251
AETNA INCOME SHARES
Value at beginning of period                      $25.574      $24.061      $23.308      $20.703
Value at end of period                            $28.943      $25.574      $24.061      $23.308
Increase (decrease) in value of accumulation
 unit(1)                                            13.17%        6.29%        3.23%       12.58%
Number of accumulation units outstanding at
 end of period                                  6,202,834    5,955,293    5,372,271    6,188,470
AETNA VARIABLE ENCORE FUND
Value at beginning of period                      $27.783      $26.171      $24.812      $23.504
Value at end of period                            $30.012      $27.783      $26.171      $24.812
Increase (decrease) in value of accumulation
 unit(1)                                             8.02%        6.16%        5.48%        5.57%
Number of accumulation units outstanding at
 end of period                                  8,286,033    8,154,644    7,326,151    6,692,947
AETNA INVESTMENT
 ADVISERS FUND, INC.
Value at beginning of period                      $10.000(2)
Value at end of period                            $10.437
Increase (decrease) in value of accumulation
 unit(1)                                             4.37%
Number of accumulation units outstanding at
 end of period                                  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 deferred sales charge or the fixed dollar  annual
    maintenance  fee,  if  any.  Inclusion of  these  charges  would  reduce the
    investment results shown.
 
(2) The initial Accumulation Unit value was  established at $10.000 on June  23,
    1989, the date on which the Fund commenced operations.
 
(3) The  initial Accumulation Unit value was  established at $10.000 on 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
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
    The  Company established Variable Annuity Account C (the "Separate Account")
in 1976 as a segregated  asset account for the  purpose of funding its  variable
annuity contracts. The Separate Account is registered as a unit investment trust
under  the  Investment Company  Act  of 1940  (the  "1940 Act"),  and  meets the
definition of "separate account" under the federal securities laws. The Separate
Account is divided into  "subaccounts" which do not  invest directly in  stocks,
bonds  or other investments. Instead, each Subaccount buys and sells shares of a
corresponding Fund.
 
    Although the Company holds title to the assets of the Separate Account, such
assets are not chargeable  with liabilities of any  other business conducted  by
the  Company. Income, gains or losses of the Separate Account are credited to or
charged against  the assets  of the  Separate Account  without regard  to  other
income,  gains  or losses  of  the Company.  All  obligations arising  under the
Contracts are general corporate obligations of the Company.
 
                               INVESTMENT OPTIONS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
THE FUNDS
 
    Purchase Payments may  be allocated  to one or  more of  the Subaccounts  as
designated  on  the enrollment  form.  In turn,  the  Subaccounts invest  in the
corresponding Funds at net asset value.
 
    Under group Contracts, the Contract Holder may decide to offer only a select
number of Funds under  its Plan, or  it may decide to  substitute shares of  one
Fund  for shares  of another  Fund currently held  by the  Separate Account. The
availability of Funds may be  subject to regulatory authorization. In  addition,
the  Company may add or withdraw Funds,  as permitted by applicable law. Not all
Funds may be  available in  all jurisdictions, under  all Contracts,  or in  all
Plans.
 
    The  investment results  of the Funds  described below are  likely to differ
significantly and there is no assurance that any of the Funds will achieve their
respective investment objectives. Except where otherwise noted, all of the Funds
are diversified, as defined in the 1940 Act.
 
- -AETNA VARIABLE FUND  seeks to maximize  total return through  investments in  a
 diversified  portfolio of common stocks  and securities convertible into common
 stock.(1)
 
- -AETNA INCOME SHARES seeks to maximize total return, consistent with  reasonable
 risk,  through investments in  a diversified portfolio  consisting primarily of
 debt securities.(1)
 
- -AETNA VARIABLE ENCORE  FUND seeks  to provide high  current return,  consistent
 with  preservation of capital and liquidity, through investment in high-quality
 money market instruments.  An investment  in the  Fund is  neither insured  nor
 guaranteed by the U.S. Government.(1)
 
- --------------------------------------------------------------------------------
                                       1
<PAGE>
- -AETNA  INVESTMENT ADVISERS FUND, INC. is a managed fund which seeks to maximize
 investment return consistent with reasonable  safety of principal by  investing
 in  one  or  more  of  the following  asset  classes:  stocks,  bonds  and cash
 equivalents based on the  Company's judgment of which  of those sectors or  mix
 thereof offers the best investment prospects.(1)
 
- -TCI  PORTFOLIOS,  INC.--TCI GROWTH  (a  Twentieth Century  fund)  seeks capital
 growth. The Fund seeks to achieve  its objective by investing in common  stocks
 (including securities convertible into common stocks) and other securities that
 meet  certain  fundamental and  technical standards  of  selection and,  in the
 opinion of the Fund's  investment manager, have  better than average  potential
 for appreciation.(2)
 
Investment Advisers for each of the Funds:
 
 (1) Aetna Life Insurance and Annuity Company
 (2) Investors Research Corporation
 
    RISKS  ASSOCIATED WITH INVESTMENT  IN THE FUNDS.  Some of the  Funds may use
instruments known as derivatives as part of their investment strategies. The use
of certain derivatives may involve  high risk of volatility  to a Fund, and  the
use  of leverage in connection  with such derivatives can  also increase risk of
losses. Some of the Funds may also invest in foreign or international securities
which involve greater risks than U.S. investments.
 
    More comprehensive information, including  a discussion of potential  risks,
is  found in the  respective Fund prospectuses  which accompany this Prospectus.
You should  read  the  Fund  prospectuses  and  consider  carefully,  and  on  a
continuing  basis, which  Fund or  combination of Funds  is best  suited to your
long-term investment objectives.
 
    CONFLICTS OF INTEREST (MIXED  AND SHARED FUNDING). Shares  of the Funds  are
sold  to  each of  the Subaccounts  for funding  the variable  annuity contracts
issued by the Company. Shares of the  Funds may also be sold to other  insurance
companies  for the same purpose. This is referred to as "shared funding." Shares
of the Funds  may also  be used for  funding variable  life insurance  contracts
issued  by  the Company  or  by third  parties. This  is  referred to  as "mixed
funding."
 
    Because the Funds  available under the  Contract are sold  to fund  variable
annuity  contracts and variable life insurance policies issued by us or by other
companies, certain conflicts of interest could arise. If a conflict of  interest
were  to occur, one of the separate  accounts might withdraw its investment in a
Fund,  which   might  force   that  Fund   to  sell   portfolio  securities   at
disadvantageous  prices, causing  its per share  value to  decrease. Each Fund's
Board of Directors or Trustees has agreed to monitor events in order to identify
any material irreconcilable conflicts  which might arise  and to determine  what
action, if any, should be taken to address such conflict.
 
CREDITED INTEREST OPTIONS
 
    Purchase  Payments may be allocated to one  or more of the Credited Interest
Options available under the  Contract, as described  below. The Contract  Holder
may elect not to offer all Credited Interest Options under its Plan.
 
- - The  Guaranteed  Accumulation  Account  (GAA) is  a  credited  interest option
  through which we guarantee stipulated rates of interest for stated periods  of
  time.  Amounts must remain in the GAA for the full guaranteed term to received
  the quoted interest rates, or a market value adjustment (which may be positive
  or negative) will be applied. (See Appendix I.)
 
- - The Fixed  Account is  a part  of  the Company's  general account.  The  Fixed
  Account  guarantees a minimum interest rate, as specified in the Contract. The
  Company may credit higher interest rates from time to time. Transfers from the
  Fixed Account are limited. (See Appendix II.)
 
                                    PURCHASE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
CONTRACT AVAILABILITY
 
    The Contracts  are designed  to  fund Plans  adopted  by (1)  public  school
systems  and  certain  tax-exempt (Section  501(c)(3))  organizations  for their
employees under  Section 403(b)  of the  Code; (2)  deferred compensation  plans
adopted  by  state  and local  governments  for their  employees  or independent
contractors or both under  Section 457; and  (3) qualified defined  contribution
plans  under Section  401(a) of  the Code. The  Contract Holder  must notify the
Company as to whether Title  I of ERISA including  the Retirement Equity Act  of
1984, applies to the Plan.
 
- --------------------------------------------------------------------------------
                                       2
<PAGE>
    Only  interests in group contracts are  currently offered for sale; however,
individual contracts  were available  in the  past for  use in  connection  with
certain   Section  403(b)  plans,  and  this  prospectus  also  describes  those
individual Contracts.
 
    Eligible participants in the Plan seeking to invest and accumulate money for
retirement can  purchase  individual interests  in  group Contracts.  The  group
Contract  is  generally owned  by the  employer  or association,  and individual
accounts are established for each  Participant. An individual Contract is  owned
by  the Participant. In both cases, a  Participant's interest in the Contract is
known as his or her "Account."
 
    For Contracts issued to 457 Plans, the Contract Holder has all right,  title
and  interest in amounts held  under the Contract. The  Contract will be part of
the employer's general assets, subject to the claims of its general creditors.
 
    For group Contracts issued  to 403(b) Plans, the  Contract is issued to  the
employer  as the Contract Holder. However, Participants have rights and interest
in amounts held under the Contract. For individual Contracts, Participants  have
all rights under the Contract.
 
    For  Contracts issued to  401(a) Plans, Participants  have such rights under
the Contract as are set forth under the Plan.
 
    Benefits available to you are governed exclusively by the provisions of  the
Plan.  Some of the options and elections under the Contract may not be available
to you under the provisions of the Plan. Generally, for 403(b) Plans,  elections
may  be made  by you;  for 457  Plans, elections  must be  made by  the Contract
Holder.
 
    There are  times  when  employers  and employees  enter  into  an  agreement
whereby,  as  a  condition  of  employee participation  in  a  403(b)  Plan, the
employees agree that the employer will have sole responsibility for all Contract
transactions. While we are not  a party to any  403(b) Plans adopted by  various
employers,  we recognize each such agreement  between the employer and employees
and, in  those  situations,  require employer  authorization  for  all  Contract
transactions.
 
PURCHASING INTERESTS IN THE CONTRACT
 
    Eligible  organizations  may  acquire  a group  Contract  by  submitting the
appropriate forms to the Company. Once we approve the forms, a group Contract is
issued to the employer or association as the group Contract Holder. Participants
may purchase interests in a group  Contract by submitting an enrollment form  to
the Company.
 
    The  Company must accept or reject  the enrollment forms within two business
days of receipt. If  the enrollment forms are  incomplete, the Company may  hold
any  forms and accompanying  Purchase Payments for  five days. Purchase Payments
may be held for longer periods, pending acceptance of the enrollment forms  only
with  the consent of  the Participant, or under  limited circumstances, with the
consent of the group Contract Holder. If we agree to hold Purchase Payments  for
longer  than the five business  days based on the  consent of the group Contract
Holder, they will  be deposited  in the  Aetna Variable  Encore Fund  Subaccount
until the forms are completed.
 
PURCHASE PAYMENTS
 
    Generally,  two types of  Purchase Payments may be  made under the Contract,
and depending upon  which type  of payment is  made, different  Accounts may  be
established  for each payment type. Continuing, periodic payments will be placed
in "Installment  Purchase  Payment  Accounts."  Lump-sum  transfers  of  amounts
accumulated  under a pre-existing plan may be placed in "Single Purchase Payment
Accounts" in accordance with the Company's procedures and minimums in effect  at
the  time  of purchase.  The Code  imposes  a maximum  limit on  annual Purchase
Payments which may  be excluded  from a  Participant's gross  income. (See  "Tax
Status.")
 
    For  457 Plan Participants,  installment Purchase Payments  must be at least
$50 per month ($600 annually) per Participant, and may not be less than $25  per
payment.
 
    ALLOCATION  OF  PURCHASE  PAYMENTS.   Purchase  Payments  will  initially be
allocated to the Subaccounts  or Credited Interest Options  as specified by  the
Participant  on the enrollment forms. Changes in  such allocation may be made in
writing or by telephone transfer. Allocations must be in whole percentages. (See
"Transfers.")
 
TRANSFER CREDITS
 
    The Company may provide a  transfer credit on "transferred assets,"  subject
to  certain conditions and state approvals.  Transferred assets are the value of
contributions made on your behalf  under this Plan or  a prior plan before  such
amounts  are  applied  to  this  Contract.  The  transfer  credit  will  equal a
percentage of  the  transferred  assets  applied to  the  Contract  that  remain
 
- --------------------------------------------------------------------------------
                                       3
<PAGE>
in  the Contract  after a specified  period of  time. Once a  transfer credit is
applied to your Contract, all provisions of the Contract apply. This benefit  is
provided  on a nondiscriminatory  basis. If a  transfer credit is  due under the
Contract, you  will be  provided  with additional  information specific  to  the
Contract.
 
RIGHT TO CANCEL
 
    Participation  under  the  Contract  may  be  cancelled  without  penalty by
returning it (or other document evidencing your interest) to the Company with  a
written  notice of your intent  to cancel. In most states,  you have ten days to
exercise this right; some  states allow you a  longer free-look period. When  we
receive your request for cancellation, we will return your Account Value, unless
the  laws of the state  in which the Contract was  issued require that we return
the initial Purchase Payment (if greater than the Account Value). In states that
do not require  a return of  Purchase Payments, you  bear the entire  investment
risk  for amounts allocated  among the Subaccounts during  the free look period.
Account Values will be determined as of  the Valuation Date on which we  receive
your request for cancellation at our Home Office.
 
                             CHARGES AND DEDUCTIONS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
DAILY DEDUCTIONS FROM THE SEPARATE ACCOUNT
 
    MORTALITY AND EXPENSE RISK CHARGE.  The Company makes a daily deduction from
each of the Subaccounts for the mortality and expense risk charge. The Charge is
equal,  on an annual basis, to 1.25% of  the daily net assets of the Subaccounts
and compensates the  Company for  the assumption  of the  mortality and  expense
risks  under the Contract. The mortality risks are those assumed for our promise
to make lifetime payments according to annuity rates specified in the  Contract.
The  expense risk is the risk that  the actual expenses for costs incurred under
the Contract  will  exceed the  maximum  costs that  can  be charged  under  the
Contract.
 
    If  the amount deducted for mortality and expense risks is not sufficient to
cover the  mortality costs  and expense  shortfalls, the  loss is  borne by  the
Company.  If the deduction  is more than  sufficient, the excess  may be used to
recover distribution  expenses relating  to the  Contracts and  as a  source  of
profit  to the Company. The Company expects  to make a profit from the mortality
and expense risk charge.
 
    ADMINISTRATIVE EXPENSE CHARGE.   The Company  reserves the right  to make  a
deduction from each of the Subaccounts for an administrative expense charge. The
administrative   expense  charge  compensates  the  Company  for  administrative
expenses that  exceed revenues  from the  maintenance fee  described below.  The
charge  is set at a level which does not exceed the average expected cost of the
administrative services  to be  provided while  the Contract  is in  force.  The
Company does not expect to make a profit from this charge.
 
    Under  the Contract, the amount of  the administrative expense charge may be
of an amount equal, on an annual basis,  to a maximum of 0.25% of the daily  net
assets  of the Subaccounts. There is  currently no administrative expense charge
during the Accumulation Period or the Annuity Period. Once an Annuity Option  is
elected,  the charge will be established and will be effective during the entire
Annuity Period.
 
MAINTENANCE FEE
 
    During  the  Accumulation  Period,  the   Company  will  deduct  an   annual
maintenance   fee  from  each  Installment   Purchase  Payment  Account  on  its
anniversary date. The maintenance  fee is to reimburse  the Company for some  of
its administrative expenses relating to the establishment and maintenance of the
Accounts.  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 on each Account or Plan Account is $15 for  those
Plans  where annual aggregate Purchase Payments are  expected to be in excess of
$100,000 and the sponsoring employer has agreed to accommodate group meetings on
its premises for soliciting potential Participants. For Plans not meeting  these
criteria,  the  annual  maintenance fee  is  $20.  The maintenance  fee  will be
deducted on a pro rata basis from each Subaccount in which you have an interest.
If the Account Value is withdrawn, the full maintenance fee will be deducted  at
the time of withdrawal.
 
    If  a university  establishes a  Section 403(b)  Plan and  both employer and
employee salary reduction contributions are  made, two individual Accounts  will
be  established for each Participant. However,  only one maintenance fee will be
imposed provided average annual Purchase payments are $5,000 per Participant and
annual Purchase payments for the Plan are $500,000 or more.
 
- --------------------------------------------------------------------------------
                                       4
<PAGE>
    There is  no maintenance  fee deducted  from a  separate individual  Account
established  under  an  installment  Purchase Payment  Contract  for  a lump-sum
payment of $10,000 or more made to the Contract on your behalf.
 
    No annual maintenance fee is deducted  from a Plan Account established by  a
403(b) Contract Holder under an unallocated Contract.
 
    REDUCTION  OR ELIMINATION OF THE MAINTENANCE FEE. Under group Contracts, the
annual maintenance fee may be reduced or eliminated under various conditions  as
agreed  to  by  us and  by  the Contract  Holder  in writing.  Any  reduction or
elimination  of  the  annual  maintenance   fee  will  reflect  differences   in
administrative  costs and services after  taking into consideration factors such
as the following:
 
- - the size, characteristics,  and nature  of the group  to which  a Contract  is
  issued;
 
- - the  level of our anticipated expenses  in administering the Contract, such as
  billing for Purchase Payments, producing  periodic reports, providing for  the
  direct  payment  of contract  charges rather  than  having them  deducted from
  Account Values, and any other factors  pertaining to the level and expense  of
  administrative services which will be provided under the Contract.
 
Any   reduction  or  elimination  of  maintenance  fees  will  not  be  unfairly
discriminatory against  any  person.  We  will  make  any  reduction  in  annual
maintenance fees according to our own rules in effect at the time an application
for a Contract is approved. We reserve the right to change these rules from time
to time.
 
DEFERRED SALES CHARGE
 
    Withdrawals  of all or  a portion of the  Account Value may  be subject to a
deferred sales  charge. The  deferred sales  charge is  a percentage  of  amount
withdrawn from the Subaccounts, the Fixed Account or the Guaranteed Accumulation
Account.
 
    For  Installment  Purchase Payment  Accounts, the  deferred sales  charge is
based on the number of completed  Purchase Payment Periods. For Single  Purchase
Payment  Accounts, it is based on the number of Contract Years that have elapsed
since the Contract effective  date. The amount of  the deferred sales charge  is
determined in accordance with the schedule set forth in the following tables:
 
<TABLE>
<CAPTION>
    INSTALLMENT PURCHASE PAYMENT
              ACCOUNTS:
                      DEFERRED SALES
  PURCHASE PAYMENT        CHARGE
 PERIODS COMPLETED       DEDUCTION
- --------------------  ---------------
<S>                   <C>
Less than 5                 5%
5 or more but less
than 7                      4%
7 or more but less
than 9                      3%
9 or more but less
than 10                     2%
More than 10                0%
</TABLE>
 
<TABLE>
<CAPTION>
  SINGLE PURCHASE PAYMENT ACCOUNTS:
                      DEFERRED SALES
   ACCOUNT YEARS          CHARGE
     COMPLETED           DEDUCTION
- --------------------  ---------------
<S>                   <C>
Less than 5                 5%
5 or more but less
than 6                      4%
6 or more but less
than 7                      3%
7 or more but less
than 8                      2%
8 or more but less
than 9                      1%
9 or more                   0%
</TABLE>
 
    A deferred sales charge will not be deducted from any portion of the Account
Value if the withdrawal is:
 
- - applied to provide Annuity benefits;
 
- - taken on or after the tenth anniversary of the effective date of the Account;
 
- - paid due to your death before Annuity payments begin;
 
- - made  due to the election of  an Additional Withdrawal Option (see "Additional
  Withdrawal Options");
 
- - paid where  the  Account Value  is  $2,500 or  less  and no  amount  has  been
  withdrawn,  taken as a loan,  or used to purchase  Annuity benefits during the
  prior 12 months. This  provision is not available  under Plan Accounts  (where
  individual  Accounts are not maintained by us) or applicable to the withdrawal
  of all individual Accounts under one Contract established with us;
 
- - taken from an installment Purchase Payment Account by a Participant who is  at
  least age 59 1/2 and who has completed nine Purchase Payment Periods; or
 
- - taken  due to an  unforeseeable emergency provisions as  described in the Code
  (457 Plans only).
 
    The deduction for  the deferred  sales charge will  not exceed  8.5% of  the
total  Purchase  Payments actually  made to  the Account.  The Company  does not
anticipate  that  the   deferred  sales   charge  will  cover   all  sales   and
 
- --------------------------------------------------------------------------------
                                       5
<PAGE>
administrative  expenses which  it incurs in  connection with  the Contract. The
difference will  be covered  by the  general  assets of  the Company  which  are
attributable,  in part, to mortality and expense risk charges under the Contract
described above.
 
    FREE WITHDRAWALS.  For Participants  between the ages of  59 1/2 and 70  1/2
under  Section  403(b) Plans,  up to  10% of  the current  Account Value  may be
withdrawn during  each calendar  year  without imposition  of a  deferred  sales
charge. The free withdrawal applies only to the first partial withdrawal in each
calendar  year. The 10% amount will be  based on the Account Value calculated on
the Valuation Date next  following our receipt of  your request for  withdrawal.
Any  outstanding  contract  loans  are  excluded  from  the  Account  Value when
calculating the 10% free withdrawal amount.  This provision does not apply to  a
full  withdrawal of the Account, or to partial withdrawals due to a default on a
contract loan (see "Contract Loans"). This provision may not be exercised if  an
Additional Withdrawal Option is elected. (See "Additional Withdrawal Options.")
 
    REDUCTION  OR ELIMINATION  OF THE DEFERRED  SALES CHARGE.   For a particular
plan, we  may  reduce,  waive  or  eliminate  the  deferred  sales  charge.  Any
reduction,  waiver or  elimination of such  charges will  reflect differences or
expected differences  in  the  amounts  of  unrecovered  distribution  costs  or
services  of the types that  the charge is intended  to defray. When considering
whether to reduce or eliminate such charges  or to grant such a waiver, we  will
take into account factors which may include the following:
 
- - the number of participants under the Plan;
 
- - the expected level of assets or cash flow under the Plan;
 
- - the level of agent involvement in sales activities;
 
- - the level of our sales-related expenses;
 
- - the specific distribution provisions under the Plan;
 
- - the  Plan's purchase of one  or more other variable  annuity contracts from us
  and the features of those contracts;
 
- - the level of employer involvement in determining eligibility for distributions
  under the Contract; and
 
- - our assessment of financial risk to the Company relating to surrenders.
 
    Any reduction, waiver or elimination of  deferred sales charges will not  be
unfairly discriminatory against any person.
 
    We  may also negotiate  provisions regarding the  deferred sales charge with
respect to Contracts  issued to  certain employer groups  or associations  which
have  negotiated on behalf  of its employees. All  variations in, or elimination
of,  provisions  regarding  the  deferred  sales  charge  resulting  from   such
negotiations  will be offered  uniformly to all employees  within the group. For
specific information on fees applicable to your Account, please call the  number
listed under the "Inquiries" section.
 
    We  will make any  reduction in deferred  sales charge according  to our own
rules in  effect at  the time  an application  for a  Contract is  approved.  We
reserve the right to change these rules from time to time.
 
FUND EXPENSES
 
    Each  Fund incurs  certain expenses  which are paid  out of  its net assets.
These  expenses  include,  among  other  things,  the  investment  advisory   or
"management"  fee. The expenses of  the Funds are set forth  in the Fee Table in
this Prospectus and described more fully in the accompanying Fund prospectuses.
 
PREMIUM AND OTHER TAXES
 
    Several states and municipalities impose  a premium tax on Annuities.  These
taxes  currently range from 0%  to 4%. The Company  reserves the right to deduct
premium tax against  Purchase Payments  or Account Values  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.")
 
                               CONTRACT VALUATION
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
ACCOUNT VALUE
 
    Until  the Annuity  Date, the  Account Value  is the  total dollar  value of
amounts held in the Account as of  any Valuation Date. The Account Value at  any
given  time is based on the value of the units held in each Subaccount, plus the
value of amounts held in any of the Credited Interest Options.
 
- --------------------------------------------------------------------------------
                                       6
<PAGE>
ACCUMULATION UNITS
 
    The value of your interests  in a Subaccount is  expressed as the number  of
"Accumulation  Units" that you  hold multiplied by  an "Accumulation Unit Value"
(or "AUV")  for each  unit.  The AUV  on any  Valuation  Date is  determined  by
multiplying  the value  on the immediately  preceding Valuation Date  by the net
investment factor  of that  Subaccount for  the period  between the  immediately
preceding  Valuation Date and  the current Valuation  date. (See "Net Investment
Factor" below.) The Accumulation Unit Value  will be affected by the  investment
performance, expenses and charges of the applicable Fund and is reduced each day
by  a percentage that accounts for the daily assessment of mortality and expense
risk charges and the administrative expense charge (if any).
 
    Initial Purchase  Payments will  be credited  to your  Account as  described
under  "Purchasing Interests in the  Contract." Each subsequent Purchase Payment
(or amount transferred) will be credited to your Account at the AUV computed  on
the  next  Valuation Date  following  our receipt  of  your payment  or transfer
request. The value of an Accumulation Unit may increase or decrease.
 
NET INVESTMENT FACTOR
 
    The net investment factor is used to measure the investment performance of a
Subaccount from one Valuation Date to the next. The net investment factor for  a
Subaccount  for any valuation period is equal to  the sum of 1.0000 plus the net
investment rate. The net investment rate equals:
 
(a) the net assets of the Fund  held by the Subaccount on the current  Valuation
    Date, minus
 
(b) the net assets of the Fund held by the Subaccount on the preceding Valuation
    Date, plus or minus
 
(c)  taxes or provisions for taxes, if any, attributable to the operation of the
    Subaccount;
 
(d) divided by  the total  value of  the Subaccount's  Accumulation and  Annuity
    Units on the preceding Valuation Date;
 
(e) minus a daily charge at the annual effective rate of 1.25% for mortality and
    expense risks and up to 0.25% as an administrative expense charge (currently
    0%).
 
    The net investment rate may be either positive or negative.
 
                                   TRANSFERS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
    At  any time prior to the Annuity  Date, you can transfer amounts held under
your Contract from  one Subaccount  to another. Transfers  between the  Credited
Interest  Options and the Subaccounts are  subject to certain restrictions. (See
Appendices I, II and III.) A request for transfer can be made either in  writing
or by telephone. The telephone transfer privilege is available automatically; no
special  election is  necessary. All  transfers must  be in  accordance with the
terms of the Contract and your Plan, as applicable.
 
    The Company currently allows unlimited  transfers of accumulated amounts  to
available investment options without charge. The transfer amount may not be less
than  $500.  Any transfer  will be  based  on the  Accumulation Unit  Value next
determined after  the Company  receives a  valid transfer  request at  its  Home
Office.  Transfers  are  currently  not  available  during  the  Annuity Period;
however, they may  be available under  some Annuity Options  beginning later  in
1996. (See "Annuity Period-- Annuity Options.")
 
                                  WITHDRAWALS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
    For  Section 457 Plans, the Contract Holder may withdraw all or a portion of
the individual Account  Value or a  Plan Account Value  during the  Accumulation
Period  by properly completing  a disbursement form  and sending it  to our Home
Office. For Section 403(b) Plans, if permitted  by the Plan, you may request  to
withdraw  all or  a portion  of your  Account Value,  subject to  the withdrawal
restrictions for Section 403(b)  Plans described below. If  you are married  and
are  participating in an ERISA 403(b) Plan,  your spouse must consent in writing
to the withdrawal request. Withdrawals  under Section 401(a) Plans are  governed
by  the terms of the Plan as interpreted by the Contract Holder and communicated
to the Company. Payments for withdrawal requests will be
 
- --------------------------------------------------------------------------------
                                       7
<PAGE>
made in accordance  with SEC  requirements, but  normally not  later than  seven
calendar days following our receipt of a disbursement form.
 
    Withdrawals may be requested in one of the following forms:
 
- -FULL  WITHDRAWAL OF THE CONTRACT: The amount paid will be the value of the Plan
 Account or  all  Accounts  minus  any  applicable  deferred  sales  charge  and
 maintenance  fee  due.  Only  the  group Contract  Holder  may  request  a full
 withdrawal of the Contract.
 
- -FULL WITHDRAWAL OF AN ACCOUNT: The amount  paid upon a full withdrawal will  be
 the  Account Value  allocated to  the Subaccounts,  the Guaranteed Accumulation
 Account (plus or  minus a market  value adjustment) (see  Appendix I), and  the
 Fixed  Account, minus any applicable deferred  sales charge and maintenance fee
 due.
 
- -PARTIAL WITHDRAWALS (Percentage): The amount paid will be the percentage of the
 Account Value requested minus any applicable deferred sales charge.
 
- -PARTIAL WITHDRAWAL  (Specified Dollar  Amount):  The amount  paid will  be  the
 dollar  amount requested. However,  the amount withdrawn  from the Account will
 equal the amount requested plus any applicable deferred sales charge.
 
    For information about withdrawals from the Fixed Plus Account (if available)
see Appendix III.
 
    For any partial withdrawal, amounts  will be withdrawn proportionately  from
each  Subaccount or Credited  Interest Option in which  the Account is invested,
unless you  request otherwise  in writing.  All amounts  paid will  be based  on
Account  Values as  of the next  Valuation Date  after we receive  a request for
withdrawal at our Home Office,  or on such later  date as the disbursement  form
may  specify. Under Section 403(b) Plans and Section 401(a) Plans, a 20% federal
income tax may be withheld from amounts paid directly to you. (See "Tax Status--
Contracts Used with Certain Retirement Plans.")
 
    WITHDRAWAL RESTRICTIONS FROM 403(B) PLANS. Under Section 403(b) Contracts, a
withdrawal of salary reduction contributions and earnings on such  contributions
is generally prohibited prior to the Participant's death, disability, attainment
of  age  59  1/2,  separation  from service  or  financial  hardship.  (See "Tax
Status.")
 
REINVESTMENT PRIVILEGE
 
    The Contract Holder or, if permitted by the Plan, you, may elect to reinvest
all or a portion of the proceeds received from a full withdrawal of your Account
or Plan Account within 30 days after such withdrawal has been made. Accumulation
Units will be credited to the Account for the amount reinvested, as well as  any
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
amounts reinvested. Reinvested  amounts will  be reallocated  to the  applicable
investment  options in the same proportion as they were allocated at the time of
withdrawal. Accumulation Units  will be credited  to your Account  based on  the
Accumulation  Unit Value  next computed  following our  receipt of  your request
along with the  amount to  be reinvested.  See Appendix  I for  a discussion  of
amounts  withdrawn from GAA and then  reinvested. The reinvestment privilege may
be used  only once.  If  you are  contemplating  reinvestment, you  should  seek
competent   advice  regarding  the  tax  consequences  associated  with  such  a
transaction.
 
                                 CONTRACT LOANS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
    During the Accumulation Period, Participants  in 403(b) Plans may request  a
loan from their Account Value. Loans can only be taken from those Account Values
held  in  the Subaccounts  or from  those Credited  Interest Options  that allow
loans. (See Appendices I, II and III.)  A loan may be obtained by reviewing  and
reading the terms of the loan agreement, properly completing a loan request form
and  submitting it to the  Company's Home Office. Loans  are not available under
Contracts issued to  Section 457 or  401(a) Plans. Additionally,  loans are  not
available  from values held in TCI Growth,  although the entire Account Value is
used to determine the maximum loan that may be made.
 
- --------------------------------------------------------------------------------
                                       8
<PAGE>
                         ADDITIONAL WITHDRAWAL OPTIONS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
    The Company offers certain  withdrawal options under  the Contract that  are
not  considered annuity  options ("Additional Withdrawal  Options"). To exercise
these options, your Account Value must  meet the minimum dollar amounts and  age
criteria applicable to that option and Plan.
 
    The  Additional Withdrawal  Options currently  available under  the Contract
include the following:
 
- - SWO--SYSTEMATIC WITHDRAWAL OPTION.   SWO  is a series  of partial  withdrawals
  from  your Account based  on a payment  method you select.  It is designed for
  those who want a  periodic income while  retaining investment flexibility  for
  amounts  accumulated under a Contract. (This option  may not be elected if you
  have an outstanding contract loan.)
 
- - ECO--ESTATE CONSERVATION OPTION.  ECO  offers the same investment  flexibility
  as  SWO  but  is designed  for  those who  want  to receive  only  the minimum
  distribution that  the  Code  requires  each  year.  Under  ECO,  the  Company
  calculates  the minimum distribution amount required by  law at age 70 1/2 (or
  retirement, if later,  for governmental or  church plans), and  pays you  that
  amount once a year. (See "Tax Status.")
 
    Other  Additional  Withdrawal  Options  may  be  added  from  time  to time.
Additional information relating to any of the Additional Withdrawal Options  may
be  obtained from  your local  representative or  from the  Company at  its Home
Office.
 
    If you select one of the Additional Withdrawal Options, you will retain  all
of   the  rights  and  flexibility  permitted  under  the  Contract  during  the
Accumulation Period.  Your Account  Value will  continue to  be subject  to  the
charges and deductions described in this Prospectus.
 
    Once  an Additional Withdrawal Option is elected Participants under a 403(b)
Plan and Contract Holders under 457 Plans may revoke it any time by submitting a
written request to our  Home Office. Once  an option is revoked,  it may not  be
elected again, nor may any other Additional Withdrawal Options be elected unless
permitted  by  the  Code. The  Company  reserves  the right  to  discontinue the
availability of one or all of  these Additional Withdrawal Options at any  time,
and/or to change the terms of future elections.
 
                    DEATH BENEFIT DURING ACCUMULATION PERIOD
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
    The  Contract provides  that a death  benefit is payable  to the beneficiary
named in the Contract. For Section 457 Plans and 401 Plans, the Contract  Holder
is  the beneficiary under the Contract, but may direct that we make such payment
to the beneficiary under the Plan upon  the death of the Participant before  the
Annuity  Date. The  amount of  the death  benefit will  be equal  to the Account
Value. Death benefit proceeds may be paid to the beneficiary:
 
- - in a lump sum;
 
- - in accordance with any of the Annuity Options available under the Contract; or
 
- - under any Additional Withdrawal Options  available under the Contract (if  the
  beneficiary is your spouse).
 
    The beneficiary may instead elect one of the following two options; however,
the Code limits how long the death benefit proceeds may be left in these options
(see below):
 
- - to leave the Account Value invested in the Contract; or
 
- - to leave the Account Value on deposit in the Company's general account, and to
  receive  monthly, quarterly,  semi-annual or  annual interest  payments at the
  interest rate then being credited on such deposits. The balance on deposit can
  be withdrawn at any time or applied to an Annuity Option.
 
    When paying the  beneficiary, we  will determine  the Account  Value on  the
Valuation  Date following the date on which we receive proof of death acceptable
to  the  Company.   Interest,  if   any,  will  be   paid  from   the  date   of
 
- --------------------------------------------------------------------------------
                                       9
<PAGE>
death  at a  rate no  less than  required by  law. We  will mail  payment to the
beneficiary within seven days after we receive proof of death.
 
    The Code requires that distribution of death proceeds begin within a certain
period of time. Generally, either payments must begin by December 31 of the year
following the year of your death, or  the entire value of your benefits must  be
distributed  by December 31 of the fifth  year following the year of your death.
If your  beneficiary  is  your spouse,  he  or  she is  not  required  to  begin
distributions until the year you would have attained age 70 1/2. In no event may
payments  extend beyond  the life  expectancy of  the beneficiary  or any period
certain greater  than the  beneficiary's life  expectancy. If  no elections  are
made,  no distributions will  be made. Failure  to commence distributions within
the above time periods can result in tax penalties. Regardless of the method  of
payment,  death benefit proceeds  will generally be taxed  to the beneficiary in
the same manner as if you had received those payments. (See "Tax Status.")
 
                                 ANNUITY PERIOD
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
ANNUITY PERIOD ELECTIONS
 
    The Code generally requires that minimum annual distributions of the Account
Value must begin by April 1st of  the calendar year following the calendar  year
in  which a Participant attains age 70  1/2 or retires, if later, for government
or church  plans.  In addition,  distributions  must be  in  a form  and  amount
sufficient to satisfy the Code requirements. These requirements may be satisfied
by  the election  of certain Annuity  Options or  Additional Withdrawal Options.
(See "Tax Status.")
 
    At least 30 days prior to the Annuity Date, the Participant under a  Section
403(b)  Plan, or the Contract Holder under a Section 457 or Section 401(a) Plan,
must notify us in writing of the following:
 
- - the date on which annuity payments should start;
 
- - the Annuity Option under which payments should be calculated and paid;
 
- - whether the  payments are  to  be made  monthly, quarterly,  semi-annually  or
  annually; and
 
- - the  investment  option(s) used  to provide  annuity  payments (i.e.,  a fixed
  annuity using the general account or  any of the Subaccounts available at  the
  time  of annuitization).  As of  the date  of this  Prospectus, Aetna Variable
  Fund, Aetna Income  Shares and Aetna  Investment Advisers Fund,  Inc. are  the
  only   Subaccounts  available;  however,  additional  Subaccounts  may  become
  available under some  Annuity Options  in the future.  (See "Annuity  Options"
  below.)
 
    Annuity  Payments will not begin until an Annuity Option is elected. Until a
date and  option are  elected, the  Account will  continue in  the  Accumulation
Period.  If your Plan is subject to  ERISA, you must also submit the appropriate
joint and  survivor annuity  waiver  and spousal  consent  form(s) to  us.  Once
Annuity Payments begin, the Annuity Option may not be changed, nor may transfers
currently  be  made  among  the  investment  option(s)  selected.  (See "Annuity
Options" below for more information about transfers during the Annuity Period.)
 
ANNUITY OPTIONS
 
    The Annuity Options currently available are as follows.
 
LIFETIME ANNUITY OPTIONS:
 
- -OPTION 1--Life  Annuity--An annuity  with payments  ending on  the  Annuitant's
 death.
 
- -OPTION  2--Life  Annuity with  Guaranteed Payments--  An annuity  with payments
 guaranteed for 5, 10, 15 or 20 years  or such other periods as the Company  may
 offer at the time of annuitization.
 
- -OPTION  3--Life Income based Upon Lives of  Two Payees--An annuity will be paid
 during the lives of the Annuitant and a second Annuitant, with 100%, 66 2/3% or
 50% of the payment to continue after the first death, or 100% of the payment to
 continue at  the death  of  the second  Annuitant and  50%  of the  payment  to
 continue at the death of the Annuitant.
 
- -OPTION  4--Life  Income based  Upon the  Lives of  Two Payees--An  annuity with
 payments for a  minimum of 120  months, with  100% of the  payment to  continue
 after the first death.
 
    If  Option 1 or 3  is elected, it is possible  that only one Annuity Payment
will be made if the Annuitant under  Option 1, or the surviving Annuitant  under
Option 3,
 
- --------------------------------------------------------------------------------
                                       10
<PAGE>
should  die prior to the  due date of the  second Annuity Payment. Once lifetime
Annuity payments  begin,  the  Annuitant  cannot elect  to  receive  a  lump-sum
settlement.
 
NONLIFETIME ANNUITY OPTIONS:
 
- -OPTION  1--Payments  for  a  Specified  Period--payments  will  continue  for a
 specified period of time, as provided for under the Contract.
 
    Under the nonlifetime option, a fixed or variable annuity may be elected and
the number  of years  that may  be  selected are  determined by  the  investment
options  used prior to  annuitization. For amounts held  in the Subaccounts, the
Guaranteed Accumulation Account or the Fixed  Account, payments may be made  for
3-30  years. For amounts held in the  Fixed Plus Account (if available under the
Contract), payments may be made for 5-30  years. If this option is elected on  a
variable  basis, the Annuitant may request at any time during the payment period
that the present value of all or any portion of the remaining variable  payments
be paid in one sum. However, any lump-sum elected before three years of payments
have  been completed  will be  treated as  a withdrawal  during the Accumulation
Period and any applicable deferred sales charge will be assessed. (See  "Charges
and Deductions--Deferred Sales Charge.") The nonlifetime option is not available
on  a  variable basis  under  a Contract  which  provides for  immediate Annuity
benefits.
 
    We may also offer additional Annuity  Options under your Contract from  time
to  time. The Company  expects to offer additional  Annuity Options and enhanced
versions of the  Annuity Options listed  above at some  time during 1996.  These
additional  Annuity Options and  enhanced versions of  the existing options will
have  additional  Subaccounts  available   and  will  allow  transfers   between
Subaccounts  during  the Annuity  Period.  (Additional Subaccounts  and transfer
capability are expected  during the  second half  of 1996.)  Such additional  or
enhanced options will be made available by an endorsement to the Contract, which
will  include the guaranteed annuity payout  rates and other terms applicable to
such options. (Depending on which guaranteed payout rates apply to the  existing
options,  the guaranteed payout rates  for the new and  enhanced options will be
the same or lower.) Please  refer to the Contract or  call the number listed  in
the  "Inquiries" section of  the Prospectus Summary,  to determine which options
are available and the terms of such options.
 
ANNUITY PAYMENTS
 
    DATE PAYOUTS START.  When payments start, the age of the Annuitant plus  the
number  of years for which  payments are guaranteed must  not exceed 95. Annuity
payments may not  extend beyond (a)  the life  of the Annuitant,  (b) the  joint
lives  of the Annuitant and  beneficiary, (c) a period  certain greater than the
Annuitant's life expectancy, or (d) a period certain greater than the joint life
expectancies of the Annuitant and beneficiary.
 
    AMOUNT OF EACH ANNUITY PAYMENT.  The  amount of each payment depends on  the
size  of your  Account Value,  how you  allocate it  between fixed  and variable
payouts, and  the annuity  option chosen.  No election  may be  made that  would
result  in a  first Annuity  Payment of  less that  $20 or  total yearly Annuity
payments of less than $100.  If the value of the  Individual or Plan Account  is
insufficient  to elect  an option for  the minimum amount  specified, a lump-sum
payment must be elected.
 
    If Annuity  Payments are  to be  made on  a variable  basis, the  first  and
subsequent  payments  will vary  depending on  the  assumed net  investment rate
selected (3 1/2% or 5% per annum). Selection of a 5% rate causes a higher  first
payment,  but Annuity Payments will increase  thereafter only to the extent that
the net investment  rate exceeds  5% on  an annualized  basis. Annuity  Payments
would decline if the rate were below 5%. Use of the 3 1/2% assumed rate causes a
lower  first payment,  but subsequent  payments would  increase more  rapidly or
decline more  slowly as  changes occur  in  the net  investment rate.  (See  the
Statement  of Additional  Information for  further discussion  on the  impact of
selecting an assumed net investment rate.)
 
CHARGES DEDUCTED DURING THE ANNUITY PERIOD
 
    We make a daily deduction for  mortality and expense risks from any  amounts
held  on  a variable  basis.  Therefore, electing  the  nonlifetime option  on a
variable basis will result in  a deduction being made  even though we assume  no
mortality  risk. We may  also deduct a daily  administrative charge from amounts
held under the variable options. (See "Charges and Deductions.")
 
DEATH BENEFIT PAYABLE DURING THE ANNUITY PERIOD
 
    If an Annuitant dies  after Annuity Payments have  begun, any death  benefit
payable  will  depend  on the  terms  of  the Contract  and  the  Annuity Option
selected. If
 
- --------------------------------------------------------------------------------
                                       11
<PAGE>
Option  1 or Option 3  was elected, Annuity payments will  cease on the death of
the Annuitant  under Option  1 or  the death  of the  surviving Annuitant  under
Option 3.
 
    If  Lifetime Option 2 or Option 4 was elected and the death of the Annuitant
under Option 2, or the surviving Annuitant  under Option 4, occurs prior to  the
end  of the guaranteed minimum payment period, we will pay to the beneficiary in
a lump sum,  unless otherwise  requested, the  present value  of the  guaranteed
annuity payments remaining.
 
    If  the nonlifetime  option was elected,  and the Annuitant  dies before all
payments are made, the value of any remaining payments may be paid in a lump-sum
to the beneficiary (unless  otherwise requested), and  no deferred sales  charge
will be imposed.
 
    If  the Annuitant dies after  Annuity payments have begun  and if there is a
death benefit payable under the Annuity option elected, the remaining value must
be distributed to  the beneficiary  at least as  rapidly as  under the  original
method of distribution.
 
    Any  lump-sum  payment paid  under  the applicable  lifetime  or nonlifetime
Annuity options will  be made within  seven calendar days  after proof of  death
acceptable to us, and a request for payment are received at our Home Office. The
value  of any death benefit proceeds will be determined as of the next Valuation
Date after we receive acceptable proof of death and a request for payment. Under
Options 2 and 4, such value will be reduced by any payments made after the  date
of death.
 
                                   TAX STATUS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
INTRODUCTION
 
    The  following  provides a  general discussion  and is  not intended  as tax
advice. This discussion reflects the Company's understanding of current  federal
income  tax law. Such laws may change in the future, and it is possible that any
change could be retroactive (i.e., effective  prior to the date of the  change).
The  Company makes no guarantee  regarding the tax treatment  of any contract or
transaction involving a Contract. The ultimate effect of federal income taxes on
the amounts held  under a  Contract, on Annuity  Payments, and  on the  economic
benefit  to the Contract Holder, Participant  or beneficiary may depend upon the
tax status of  the individual concerned.  Any person concerned  about these  tax
implications  should  consult  a  competent tax  adviser  before  initiating any
transaction.
 
TAXATION OF THE COMPANY
 
    The Company is taxed as a life  insurance company under the Code. Since  the
Separate  Account is  not an entity  separate from  the Company, it  will not be
taxed separately as a "regulated investment company" under the Code.  Investment
income and realized capital gains are automatically applied to increase reserves
under the Contracts. Under existing federal income tax law, the Company believes
that  the Separate  Account's investment income  and realized  net capital gains
will not  be taxed  to the  extent that  such income  and gains  are applied  to
increase the reserves under the Contracts.
 
    Accordingly,  the Company does not anticipate that it will incur any federal
income tax liability attributable  to the Separate  Account and, therefore,  the
Company  does not  intend to  make provisions  for any  such taxes.  However, if
changes in the federal tax laws or interpretation thereof result in the  Company
being  taxed on income or  gains attributable to the  Separate Account, then the
Company may impose a charge against  the Separate Account (with respect to  some
or all Contracts) in order to set aside provisions to pay such taxes.
 
CONTRACTS USED WITH CERTAIN RETIREMENT PLANS
 
    IN  GENERAL.  The Contract is designed  for use with Section 403(b), 457 and
401(a) plans.  The tax  rules applicable  to participants  and beneficiaries  in
retirement plans vary according to the type of plan and the terms and conditions
of the plan.
 
    The  Company makes no attempt to provide more than general information about
use of the Contracts with the various types of retirement plans. Participants as
well as  beneficiaries  are cautioned  that  the rights  of  any person  to  any
benefits  under the Contracts may be subject  to the terms and conditions of the
plans themselves,  in addition  to the  terms and  conditions of  the  Contracts
issued  in  connection with  such plans.  Some retirement  plans are  subject to
limitations on distribution and other requirements that are not incorporated  in
the  Contracts. Purchasers  are responsible for  determining that contributions,
distributions and other transactions with
 
- --------------------------------------------------------------------------------
                                       12
<PAGE>
respect to the Contracts satisfy applicable laws, and should consult their legal
counsel and tax adviser regarding the suitability of the Contract.
 
    MINIMUM DISTRIBUTION REQUIREMENTS.  The Code has required distribution rules
for Section 403(b), 401(a) and 457  Plans. Under 403(b) Plans, distributions  of
amounts  held as  of December 31,  1986 must generally  begin by the  end of the
calendar year in which you attain age 75 (or retire, if later, for  governmental
or  church plans). However, special  rules may require that  some or all of that
balance be distributed earlier if any  distributions are taken in excess of  the
minimum  required  amount.  Distributions  under  401(a)  Plans,  457  Plans and
distributions attributable to contributions made  under Section 403(b) Plans  on
or  after January 1, 1987 (including any earnings on the entire Account Value on
or after  that date),  must generally  begin by  April 1  of the  calendar  year
following  the calendar year  in which the  participant attains age  70 1/2. For
governmental or church  plans, distributions  must commence  by April  1 of  the
calendar  year following the year in which the participant attains age 70 1/2 or
retires, whichever occurs later.
 
    In general, annuity payments must be distributed over your life or the joint
lives of you and your beneficiary, or  over a period not greater than your  life
expectancy  or the  joint life expectancies  of you and  your beneficiary. Also,
under a Section 457 Plan,  any distribution payable over  a period of more  than
one year must be made in substantially nonincreasing amounts.
 
    If   you  die  after  the   required  minimum  distribution  has  commenced,
distributions to your beneficiary must be made at least as rapidly as under  the
method  of distribution  in effect at  the time  of your death.  However, if the
minimum required distribution is calculated each year based on your single  life
expectancy  or  the joint  life expectancies  of you  and your  beneficiary, the
regulations for Code  Section 401(a)(9) provide  specific rules for  calculating
the  minimum  required distributions  at your  death. For  example, if  you have
elected ECO with the calculation based  on your single life expectancy, and  the
life  expectancy is  recalculated each  year, your  recalculated life expectancy
becomes zero in the calendar year following your death and the entire  remaining
interest  must be  distributed to  your beneficiary by  December 31  of the year
following your death. However, a spousal beneficiary, other than under a Section
457 Plan, has certain rollover rights which can only be exercised in the year of
your death. The rules are complex and you should consult your tax adviser before
electing the method of calculation to satisfy the minimum required  distribution
requirements.
 
    If  you die  before the  required minimum  distribution has  commenced, your
entire interest  must  be  distributed  by December  31  of  the  calendar  year
containing  the  fifth anniversary  of the  date  of your  death. Alternatively,
payments may be  made over  the life  of the beneficiary  or over  a period  not
extending  beyond the life expectancy of the beneficiary, not to exceed 15 years
for a nonspousal beneficiary under a Section 457 Plan, provided the distribution
begins by December 31 of the calendar  year following the calendar year of  your
death,  or December 31 of the calendar year in which you would have attained age
70 1/2.
 
    If you fail to receive the minimum required distribution for any tax year, a
50% excise tax is imposed on the required amount that was not distributed.
 
    TAXATION OF DISTRIBUTIONS.   Under Section 403(b)  Plans and Section  401(a)
Plans,  all distributions will be  taxed as they are  received unless you made a
rollover contribution of the distribution to another plan of the same type or to
an individual retirement annuity/account ("IRA") in accordance with the Code, or
unless you have made  after-tax contributions to the  plan, which are not  taxed
upon distribution. The Code has specific rules that apply, depending on the type
of  distribution  received, if  after-tax contributions  were made.  In general,
payments received by your beneficiaries after  your death are taxed in the  same
manner  as  if you  had received  those  payments, except  that a  limited death
benefit exclusion may apply.
 
    Pension and annuity  distributions under  Section 403(b)  Plans and  Section
401(a)  Plans generally are  subject to withholding  for the recipient's federal
income tax liability at  rates that vary according  to the type of  distribution
and  the recipient's tax  status. Recipients may be  provided the opportunity to
elect  not  to   have  tax   withheld  from   distributions;  however,   certain
distributions  from  annuities  are  subject  to  mandatory  federal  income tax
withholding. We will report to the IRS the taxable portion of all distributions.
 
    The  Code  imposes  a  10%  penalty  tax  on  the  taxable  portion  of  any
distribution  made under a Section  403(b) Plan or a  Section 401(a) Plan unless
made when (a) you have  attained age 59 1/2, (b)  you have become disabled,  (c)
you    have    died,    (d)    you   have    separated    from    service   with
 
- --------------------------------------------------------------------------------
                                       13
<PAGE>
the plan sponsor at or after age 55, (e) the distribution amount is rolled  over
into  another plan of the same type in accordance with the terms of the Code, or
(f) the distribution amount is made in substantially equal periodic payments (at
least annually) over your life  or life expectancy or  the joint lives or  joint
life  expectancies of you and your plan beneficiary, provided you have separated
from service with the plan sponsor. In addition, the penalty tax does not  apply
for the amount of a distribution equal to unreimbursed medical expenses incurred
by  you that qualify for deduction as specified in the Code. The Code may impose
other penalty taxes in other circumstances.
 
    Under Section 457 Plans, contributions and earnings are generally taxed when
they are distributed or made available  under the employers' plan. See  "Section
457 Plans" below.
 
    SECTION  457  PLANS.    Code  Section  457  provides  for  certain  deferred
compensation plans. These plans may be offered with respect to service for state
governments, local governments, political subdivisions, agencies,
instrumentalities  and  certain  affiliates  of  such  entities  and  tax-exempt
organizations.  These plans are subject to various restrictions on contributions
and distributions. The  plans may  permit participants  to specify  the form  of
investment  for their deferred compensation account. In general, all investments
are owned  by the  sponsoring employer  and are  subject to  the claims  of  the
general  creditors of  the employer.  Depending on  the terms  of the particular
plan, the employer  may be  entitled to draw  on deferred  amounts for  purposes
unrelated  to its Section 457 plan obligations. In general, all amounts received
under a Section  457 plan  are taxable  and are  subject to  federal income  tax
withholding as wages. This includes payments for death benefits and periodic and
nonperiodic  distributions. If  we make  payments directly  to a  participant or
beneficiary on behalf of the employer  as owner, we will withhold federal  taxes
(and  state  taxes, if  applicable) and  will report  it to  the IRS  as taxable
income.
 
    SECTION 403(B) PLANS.   Under Section 403(b),  contributions made by  public
school  systems  and  Section  501(c)(3) tax  exempt  organizations  to purchase
annuity contracts for their  employees are generally  excludable from the  gross
income of the employee.
 
    In  order to be  excludable from taxable  income, total annual contributions
made by you  and your employer  cannot exceed either  of two limits  set by  the
Code. The first limit, under Section 415, is generally the lesser of 25% of your
includible  compensation or  $30,000. The second  limit, which  is the exclusion
allowance under Section  403(b), is  usually calculated according  to a  formula
that  takes into account your length  of employment and any pretax contributions
to certain other retirement plans. These two limits apply to your  contributions
as  well as to any contributions made by  your employer on your behalf. There is
an additional limit that specifically limits your salary reduction contributions
to generally no more than $9,500 annually (subject to indexing); your own  limit
may  be higher or  lower, depending on certain  conditions. In addition Purchase
Payments will be  excluded from a  Participant's gross income  only if the  Plan
meets certain non-discrimination requirements.
 
    Section 403(b)(11) restricts the distribution under Section 403(b) contracts
of:  (1)  salary  reduction  contributions made  after  December  31,  1988; (2)
earnings on those contributions; and (3) earnings during such period on  amounts
held  as of December 31, 1988. Distribution of those amounts may only occur upon
death of  the employee,  attainment  of age  59  1/2, separation  from  service,
disability,  or financial hardship.  In addition, income  attributable to salary
reduction contributions may not be distributed in the case of hardship.
 
    If, pursuant to Revenue  ruling 90-24, the Company  agrees to accept,  under
any of the Contracts covered by this Prospectus, amounts transferred from a Code
Section  403(b)(7)  custodial  account,  such amounts  will  be  subject  to the
withdrawal restrictions set forth in Code Section 403(b)(7)(A)(ii).
 
    Generally, no amounts accumulated under  the Contract will be taxable  prior
to  the time of  actual distribution. However,  the IRS has  stated in published
rulings that a  variable contract  owner, including  participants under  Section
403(b)  Plans, will be  considered the owner  of separate account  assets if the
owner possesses  incidents  of investment  control  over the  assets.  In  these
circumstances,  income  and  gains from  the  separate account  assets  would be
currently includible in the variable contract owner's gross income. The Treasury
announced that guidance would  be issued in the  future regarding the extent  to
which  owners  could direct  their investments  among Subaccounts  without being
treated as  owners of  the underlying  assets  of the  Separate Account.  It  is
possible  that the Treasury's position, when announced, may adversely affect the
tax  treatment  of  existing  contracts.  The  Company  therefore  reserves  the
 
- --------------------------------------------------------------------------------
                                       14
<PAGE>
right  to modify the Contract as necessary  to attempt to prevent the owner from
being considered the federal tax owner of the assets of the Separate Account.
 
    SECTION 401(A)  PLANS.    Section  401(a)  permits  corporate  employers  to
establish  various types  of retirement plans  for employees,  and permits self-
employed  individuals  to  establish  various  types  of  retirement  plans  for
themselves  and  for  their employees.  These  retirement plans  may  permit the
purchase of  the Contracts  to accumulate  retirement savings  under the  plans.
Adverse  tax consequences to the plan, to  the participant or to both may result
if this  Contract is  assigned or  transferred  to any  individual except  to  a
participant as a means to provide benefit payments.
 
    The  Code imposes a  maximum limit on  annual Purchase Payments  that may be
excluded from a Participant's gross income. Such limit must be calculated  under
the  Plan by the employer in accordance with Section 415 of the Code. This limit
is generally the  lesser of 25%  of your compensation  or $30,000. In  addition,
Purchase Payments will be excluded from a Participant's gross income only if the
401(a) Plan meets certain nondiscrimination requirements.
 
                                 MISCELLANEOUS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
DISTRIBUTION
 
    The  Company will serve as the principal underwriter for the securities sold
by this  Prospectus. The  Company  is registered  as  a broker-dealer  with  the
Securities  and Exchange Commission and is  a member of the National Association
of Securities Dealers, Inc. (NASD).  As principal underwriter, the Company  will
contract  with one or more registered broker-dealers ("Distributors"), including
at least one  affiliate of the  Company, to  offer and sell  the Contracts.  All
persons offering and selling the Contracts must be registered representatives of
the  Distributors and must also be licensed as insurance agents to sell variable
annuity contracts. These registered representatives may also provide services to
Participants in connection with establishing their Accounts under the Contract.
 
    PAYMENT OF  COMMISSIONS.   Persons offering  and selling  the Contracts  may
receive  commissions in connection  with the sale of  the Contracts. The maximum
percentage amount that the Company will  ever pay as commission with respect  to
any  given Purchase Payment is with respect  to those made during the first year
of Purchase Payments under an Account. The percentage amount will range from  1%
to  7% of those Purchase Payments. The  Company may also pay renewal commissions
on Purchase  Payments made  after the  first year  and, under  group  Contracts,
asset-based  service fees. The  average of all  payments made by  the Company is
estimated to equal approximately 3% of the total Purchase Payments made over the
life of an average Contract. The Company may also reimburse the Distributor  for
certain  expenses. The name of the Distributor and the registered representative
responsible for  your  Account  are  set forth  in  your  enrollment  materials.
Commissions  and sales  related expenses  are paid  by the  Company and  are not
deducted from  Purchase Payments.  See "Charges  and Deductions--Deferred  Sales
Charge."
 
    THIRD  PARTY COMPENSATION ARRANGEMENTS. Occasionally, we may pay commissions
and fees to Distributors  which are affiliated or  associated with the  Contract
Holder or the Participants. We may also enter into agreements with some entities
associated  with the Contract Holder or Participants  in which we would agree to
pay the  entity  for  certain  services in  connection  with  administering  the
Contracts.  In both these  circumstances there may be  an understanding that the
Distributor or entity would endorse the  Company as a provider of the  Contract.
You  will be notified if you are purchasing  a Contract that is subject to these
arrangements.
 
DELAY OR SUSPENSION OF PAYMENTS
 
    The Company reserves the  right to suspend or  postpone the date of  payment
for  any benefit or values (a) on any Valuation Date on which the New York Stock
Exchange ("Exchange")  is  closed  (other than  customary  weekend  and  holiday
closings)  or when trading on the Exchange  is restricted; (b) when an emergency
exists, as determined by  the SEC, so  that disposal of  securities held in  the
Subaccounts  is not reasonably practicable or  is not reasonably practicable for
the value of the Subaccount's  assets; or (c) during  such other periods as  the
SEC  may by order permit  for the protection of  investors. The conditions under
which restricted trading or an emergency exists shall be determined by the rules
and regulations of the SEC.
 
- --------------------------------------------------------------------------------
                                       15
<PAGE>
PERFORMANCE REPORTING
 
    From time to time, the Company  may advertise different types of  historical
performance  for  the  Subaccounts  of the  Separate  Account.  The  Company may
advertise the "standardized  average annual total  returns" of the  Subaccounts,
calculated  in a manner prescribed by the  SEC, as well as the "non-standardized
returns." "Standardized average annual total returns" are computed according  to
a  formula  in which  a  hypothetical investment  of  $1,000 is  applied  to the
Subaccount and then related to the ending redeemable values over the most recent
one, five and  ten-year periods (or  since inception, if  less than ten  years).
Standardized  returns will reflect the reduction of all recurring charges during
each period (e.g., mortality and expense risk charges, annual maintenance  fees,
administrative  expense  charge  (if  any)  and  any  applicable  deferred sales
charge). "Non-standardized  returns" will  be calculated  in a  similar  manner,
except  that  non-standardized figures  will not  reflect  the deduction  of any
applicable deferred sales charge (which would decrease the level of  performance
shown if reflected in these calculations). The non-standardized figures may also
include monthly, quarterly, year-to-date and three-year periods.
 
    The   Company  may  also  advertise   certain  ratings,  rankings  or  other
information related  to  the Company,  the  Subaccounts or  the  Funds.  Further
details  regarding performance  reporting and  advertising are  described in the
Statement of Additional Information.
 
VOTING RIGHTS
 
    Each Contract Holder may direct  us in the voting  of shares at meetings  of
shareholders of the appropriate Fund. 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  that Fund.  In determining  the number  of votes,  fractional votes  will be
recognized. Where the value of the Contract or valuation reserve relates to more
than one Fund, the  calculation of votes will  be performed separately for  each
Fund.
 
    Unless  otherwise provided by the Plan,  Participants of 403(b) Plans have a
fully vested  (100%)  interest in  the  benefits provided  under  the  Contract.
Therefore,  such Participants may instruct the  Contract Holder how to direct us
to cast the votes  for the portion  of the Contract  value or valuation  reserve
attributable  to their individual accounts.  Currently, for group contracts used
with Section 403(b) plans, the  Company obtains participant voting  instructions
directly  from the  participants, subject to  receipt of  authorization from the
Company. Votes  attributable  to those  Participants  who do  not  instruct  the
Contract  Holder will be  cast by us in  the same proportion  as votes for which
instructions have been received  by the Contract  Holder. Votes attributable  to
Contract Holders who do not direct us will be cast in the same proportion as the
votes for which we have received directions.
 
    Contract Holders, or Participants entitled to instruct the casting of votes,
will  receive a notice of each meeting  of shareholders, together with any proxy
solicitation materials, and a statement of  the number of votes attributable  to
their  participation under  the Contract and  stating the right  to instruct the
Contract Holder how such votes shall be cast.
 
MODIFICATION OF THE CONTRACT
 
    The Company may change the Contract as required by federal or state law.  In
addition,  the Company may, upon 30 days  written notice to the Contract Holder,
make other changes to group Contracts  that would apply only to individuals  who
become  Participants  under  that  Contract after  the  effective  date  of such
changes. If the Contract Holder does not agree to a change, no new  Participants
will be covered under the Contract. Certain changes will require the approval of
appropriate state or federal regulatory authorities.
 
TRANSFER OF OWNERSHIP; ASSIGNMENT
 
    Unless  contrary to applicable law, assignment of  the Contract or a Plan or
Individual Account is prohibited.
 
LEGAL MATTERS AND PROCEEDINGS
 
    The Company knows  of no  material legal  proceedings pending  to which  the
Separate  Account or the Company is a party or which would materially affect the
Separate Account. The validity of the securities offered by this Prospectus  has
been passed upon by Susan E. Bryant, Esq., Counsel to the Company.
 
- --------------------------------------------------------------------------------
                                       16
<PAGE>
                                CONTENTS OF THE
                      STATEMENT OF ADDITIONAL INFORMATION
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
    The  Statement of Additional Information  contains more specific information
on the Separate Account and the Contract, as well as the financial statements of
the Separate Account and the Company. A list  of the contents of the SAI is  set
forth below:
 
<TABLE>
<S>                                                                                  <C>
General Information and History
Variable Annuity Account C
Offering and Purchase of Contracts
Performance Data
  General
  Average Annual Total Return Quotations
Annuity Payments
Sales Material and Advertising
Independent Auditors
Financial Statements of the Separate Account
Financial Statements of the Company
</TABLE>
 
- --------------------------------------------------------------------------------
                                       17
<PAGE>
                                   APPENDIX I
                        GUARANTEED ACCUMULATION ACCOUNT
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
THE  GUARANTEED  ACCUMULATION  ACCOUNT  ("GAA") IS  A  CREDITED  INTEREST OPTION
AVAILABLE DURING THE ACCUMULATION PERIOD  UNDER THE CONTRACTS DISCUSSED IN  THIS
PROSPECTUS.  AMOUNTS ALLOCATED TO THE LONG-TERM  CLASSIFICATIONS OF GAA ARE HELD
IN A  NONINSULATED,  NONUNITIZED  SEPARATE ACCOUNT.  AMOUNTS  ALLOCATED  TO  THE
SHORT-TERM  CLASSIFICATIONS OF  GAA ARE HELD  IN THE  COMPANY'S GENERAL ACCOUNT.
THIS APPENDIX  IS A  SUMMARY OF  GAA  AND IS  NOT INTENDED  TO REPLACE  THE  GAA
PROSPECTUS.  YOU  AND  THE  CONTRACT HOLDER  SHOULD  READ  THE  ACCOMPANYING GAA
PROSPECTUS CAREFULLY BEFORE INVESTING.
 
    GAA is a credited interest option in which we guarantee stipulated rates  of
interest  for stated periods of time on amounts directed to GAA, as specified in
the Contract. The interest  rate stipulated is an  annual effective yield;  that
is,  it reflects a  full year's interest.  Interest is credited  daily at a rate
that will provide the guaranteed annual effective yield for one year. We make no
deductions from  the credited  interest rate  for mortality  and expense  risks;
these risks are considered in determining the credited rate.
 
    During  a specified  period of time  (the "deposit period"),  amounts may be
applied to  any or  all available  Guaranteed Terms  within the  Short-Term  and
Long-Term classifications. Short-Term GAA has Guaranteed Terms from one to three
years, and Long-Term GAA has Guaranteed Terms from three to ten years.
 
    Purchase Payments must remain in GAA for the full Guaranteed Term to receive
the  quoted  interest rates.  Withdrawals or  transfers  from a  Guaranteed Term
before the  end  of that  Guaranteed  Term may  be  subject to  a  market  value
adjustment  ("MVA"). An MVA reflects the change  in the value of the investments
due to changes in interest rates since the date of deposit. When interest  rates
increase  after the date of  deposit, the value of  the investment decreases and
the MVA is negative. Conversely, when interest rates decrease after the date  of
deposit,  the value of the investment increases,  and the MVA is positive. It is
possible that a negative MVA could result in the Participant receiving an amount
which is less than the amount paid into GAA.
 
    By notifying us at least 30 days prior to the Annuity Date, you may elect  a
variable  annuity  and  have  amounts  that  have  been  accumulating  under GAA
transferred to  one or  more of  the Subaccounts  available during  the  Annuity
Period. GAA cannot be used as an investment option during the Annuity Period.
 
TRANSFERS AND WITHDRAWALS
 
    As  a  Guaranteed Term  matures, assets  accumulating under  GAA may  be (a)
transferred to  a  new  Guaranteed  Term, (b)  transferred  to  other  available
investment  options, or (c) withdrawn. Transfers to other Guaranteed Terms or to
any other Subaccount or  credited interest option  available under the  Contract
are  not permitted during the  deposit period or the 90  days after the close of
the deposit period. We will apply an MVA  to transfers made before the end of  a
Guaranteed  Term, unless such transfer is due  to the maturity of the Guaranteed
Term. Additionally, amounts withdrawn may be subject to a deferred sales charge,
federal tax penalties or mandatory income tax withholding and a maintenance fee.
 
CONTRACT LOANS
 
    Loans may not be made  against amounts held in  GAA, although such value  is
included in determining the Account Value against which a loan may be made.
 
REINVESTMENT PRIVILEGE
 
    If  amounts are withdrawn from  GAA and reinvested, they  will be applied to
the current  deposit  period.  Amounts are  proportionately  reinvested  to  the
classifications in the same manner as they were allocated before the withdrawal.
Any  negative  MVA  amount  applied  to a  withdrawal  is  not  included  in the
reinvestment.
 
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                                       18
<PAGE>
                                  APPENDIX II
                                 FIXED ACCOUNT
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
THE FOLLOWING  SUMMARIZES MATERIAL  INFORMATION  CONCERNING THE  FIXED  ACCOUNT.
AMOUNTS ALLOCATED TO THE FIXED ACCOUNT ARE HELD IN THE COMPANY'S GENERAL ACCOUNT
THAT  SUPPORTS GENERAL INSURANCE AND ANNUITY OBLIGATIONS. INTERESTS IN THE FIXED
ACCOUNT HAVE NOT BEEN  REGISTERED WITH THE SEC  IN RELIANCE ON EXEMPTIONS  UNDER
THE  SECURITIES ACT OF 1933, AS  AMENDED. DISCLOSURE IN THE PROSPECTUS REGARDING
THE FIXED  ACCOUNT, MAY,  HOWEVER, BE  SUBJECT TO  CERTAIN GENERALLY  APPLICABLE
PROVISIONS  OF  THE  FEDERAL  SECURITIES  LAWS  RELATING  TO  THE  ACCURACY  AND
COMPLETENESS OF SUCH STATEMENTS. DISCLOSURE IN THIS APPENDIX REGARDING THE FIXED
ACCOUNT HAS NOT BEEN REVIEWED BY THE SEC.
 
    This option guarantees that amounts allocated  to this option will earn  the
minimum interest rate specified in the Contract. We may credit a higher interest
rate  from time to time. The  Company's determination of interest rates reflects
the investment income  earned on  invested assets  and the  amortization of  any
capital  gains and/or losses realized on the sale of invested assets. Under this
option, we assume the risk of  investment gain or loss by guaranteeing  Purchase
Payment values and promising a minimum interest rate and Annuity payment.
 
    We, under certain emergency conditions, may defer payment of a Fixed Account
withdrawal  value (a)  for a  period of  up to  6 months  or (b)  as provided by
federal law.
 
    In addition,  if  allowed  by  state  law, we  may  pay  any  Fixed  Account
withdrawal  value in equal payments, with interest,  over a period not to exceed
60 months, when;
 
    (a) the Fixed Account withdrawal value for the Contract or for the total  of
all  individual Accounts under  the Contract exceeds $250,000  on the day before
the withdrawal; and
 
    (b) the sum of  the current Fixed  Account withdrawal and  the total of  all
Fixed  Account withdrawals from the Contract or any Individual Account under the
Contract within the past  12 calendar months  exceeds 20% of  the amount in  the
Fixed Account on the day before the current withdrawal.
 
    Interest,  as used above, 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.
 
    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 us. The
interest rate quoted is  an annual effective yield.  We make no deductions  from
the  credited interest  rate for  mortality and  expense risks;  these risks are
considered in determining the credited rate.
 
TRANSFERS AMONG INVESTMENT OPTIONS
 
    Transfers from the Fixed Account  to any other available investment  options
are  allowed in  each calendar year  during the Accumulation  Period. The amount
which may be transferred may vary at  our discretion; however, it will never  be
less than 10% of the amount held under the Fixed Account.
 
    By  notifying us at our Home Office at least 30 days before Annuity payments
begin, the Contract Holder or, if permitted  by the Plan, you may elect to  have
amounts  which have been accumulating under the Fixed Account transferred to one
or more  of the  Subaccounts  available during  the  Annuity Period  to  provide
variable Annuity Payments.
 
CONTRACT LOANS (403(B) PLANS ONLY)
 
    Loans may be made from Account Values held in the Fixed Account.
 
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                                       19
<PAGE>
                                  APPENDIX III
                               FIXED PLUS ACCOUNT
       APPLICABLE TO STATE OF MISSISSIPPI DEFERRED COMPENSATION PLAN ONLY
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
THIS  INFORMATION  IS  BEING PROVIDED  TO  DESCRIBE  THE FIXED  PLUS  ACCOUNT, A
CREDITED INTEREST  OPTION AVAILABLE  FOR THE  ACCUMULATION OF  VALUES UNDER  THE
AETNA  LIFE INSURANCE AND ANNUITY COMPANY  (COMPANY) ANNUITY CONTRACTS ISSUED BY
THE  STATE  OF  MISSISSIPPI  FOR  ITS  DEFERRED  COMPENSATION  PLAN.  ADDITIONAL
INFORMATION  MAY BE FOUND IN  THE CONTRACT. AMOUNTS ALLOCATED  TO THE FIXED PLUS
ACCOUNT ARE HELD IN  THE COMPANY'S GENERAL ACCOUNT  THAT SUPPORTS INSURANCE  AND
ANNUITY  OBLIGATIONS.  INTERESTS  IN  THE  FIXED  PLUS  ACCOUNT  HAVE  NOT  BEEN
REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION IN RELIANCE ON EXEMPTIONS
UNDER THE SECURITITES ACT OF 1933, AS AMENDED. THE FIXED PLUS ACCOUNT PROVIDES A
PORTFOLIO RATE OF  RETURN WITH  A GUARANTEE OF  PRINCIPAL AND  INTEREST. IT  HAS
REPLACED THE FIXED ACCOUNT UNDER THE CONTRACT.
THE FIXED PLUS ACCOUNT
    This  option guarantees that amounts allocated  to this option will earn the
minimum interest rate specified in the Contract. The Company may credit a higher
interest rate.  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
contribution values and promising a minimum interest rate and annuity payments.
    The Fixed Plus  Account reflects  a compounded credited  interest rate.  The
interest  rate quoted is an annual effective yield. Amounts applied to the Fixed
Plus Account will earn the interest rate in effect when actually applied.  There
are no deductions made from the credited interest rate for mortality and expense
risks; these risks are considered in determining the credited rate. For a period
of time not to exceed two years, or until full reimbursement is obtained if less
than  two years, the  interest rate credited  on the Fixed  Plus Account will be
reduced by an  amount equal to  approximately .001% to  reimburse the State  for
costs associated with the evaluation of the Plan.
    Beginning  on the tenth anniversary of your Account, the Company will credit
amounts held in the Fixed  Plus Account with an interest  rate that is at  least
0.25% higher than the then declared interest rate for the Fixed Plus Account for
Accounts that have not reached their tenth anniversary.
    The  Company reserves the  right to limit  contributions and/or transfers to
the Fixed Plus Account.
FIXED PLUS ACCOUNT WITHDRAWALS
    The amount eligible for a  partial withdrawal is 20%  of the amount held  in
the  Fixed Plus Account on the date the Company's Home Office receives a written
request,  reduced  by   any  Fixed  Plus   Account  withdrawals,  transfers   or
annuitizations  made in the prior  12 months. In calculating  the 20% limit, the
Company reserves the right to include payments  made due to the election of  the
Estate Conservation Option or the Systematic Withdrawal Option.
    The  20% limit is waived if the  partial withdrawal is due to annuitization,
death, separation from service  (when the conditions  specified under (d)  below
are  met), or hardship (when the conditions  specified under (e) below are met).
For these waivers to apply,  any such partial withdrawal  must also be made  pro
rata from all options under the Account.
    If  a full  withdrawal of a  Participant's entire Account  is requested, the
Company will pay any amounts held in  the Fixed Plus Account, with interest,  in
five annual payments of:
        - One-fifth  of  the Fixed  Plus Account  value  on the  date the
          request  is  received,  reduced  by  any  Fixed  Plus   Account
          withdrawals,  transfers or annuitizations made  in the prior 12
          months;
        - One-fourth of the remaining Fixed Plus Account value 12  months
          later;
 
- --------------------------------------------------------------------------------
                                       20
<PAGE>
        - One-third  of the remaining Fixed  Plus Account value 12 months
          later;
        - One-half of the  remaining Fixed Plus  Account value 12  months
          later;
        - The balance of the Fixed Plus Account value 12 month later.
    Once a request for a full withdrawal from an Account is received, no further
withdrawals  or transfers will be permitted from  the Fixed Plus Account. A full
withdrawal from the Fixed Plus  Account may be canceled  at any time before  the
end of the five-payment period.
    The Company will waive the Fixed Plus Account full withdrawal provision if a
full withdrawal is made due to:
    (a) the Participant's death, before annuity payments begin;
    (b) the election of an Annuity Option;
    (c) if  the Fixed Plus Account value if  $3,500 or less (and no withdrawals,
        transfers or annuitizations have been  made from the Account within  the
        prior 12 months);
    (d) the Participant's separation from service with the State of Mississippi,
        if the following conditions are met:
      (1) the separation from service is certified by the employer;
      (2) the  amount is  paid directly  to the Participant,  or is  paid to the
          employer for purposes of annuitization under the State of  Mississippi
          Deferred Compensation Plan; and
      (3) the amount paid for all withdrawals due to separation from service for
          all  Participants under  the annuity  contract during  the previous 12
          month period does not exceed 20% of the average value of all  Accounts
          during that same period.
    (e) hardship  due to an unforeseeable emergency,  as defined by the Internal
        Revenue Code  for  457 deferred  compensation  plans, if  the  following
        conditions are met:
      (1) the hardship is certified by the employer;
      (2) the amount is paid directly to the participant; and
      (3) the   amount  paid  for  all  withdrawals  due  to  hardship  for  all
          Participants under the  Contract during the  previous 12 month  period
          does  not exceed 10% of the average  values of all Accounts during the
          same period.
TRANSFERS AMONG INVESTMENT OPTIONS
    The amount eligible for transfer from the  Fixed Plus Account is 20% of  the
amount  held in  the Fixed Plus  Account on the  day our Home  Office receives a
written request, reduced  by any  Fixed Plus Account  withdrawals, transfers  or
annuitizations  made in the  prior 12 months.  In calculating the  20% limit, we
reserve the right to  include payments made  due to the  election of the  Estate
Conservation  Option or the Systematic Withdrawal Option. The Company will waive
the 20% transfer limit  when the value  in the Fixed Plus  Account is $1,000  or
less.
    By  notifying the Company at our Home Office at least 30 days before annuity
payments begin, you may elect to have amounts which have been accumulating under
the Fixed  Plus  Account transferred  to  the  Aetna Variable  Fund  to  provide
variable annuity payments.
SYSTEMATIC WITHDRAWAL OPTION
    SWO  may not be elected if you  have requested a Fixed Plus Account transfer
or withdrawal within the prior 12 month period.
 
- --------------------------------------------------------------------------------
                                       21
<PAGE>



Insurance products offered by:
Aetna Life Insurance and Annuity Company



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



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








[LOGO]

Aetna
Retirement
Services, Inc.




















Printed on recycled paper

52449-2
<PAGE>

                       VARIABLE ANNUITY ACCOUNT C 
                                   OF
                 AETNA LIFE INSURANCE AND ANNUITY COMPANY

            STATEMENT OF ADDITIONAL INFORMATION DATED  MAY 1, 1996

Group and Individual Variable Annuity Contracts Available under Section 
403(b), 457 and 401(a)

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

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

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


Read the prospectus before you invest. Terms used in this Statement of 
Additional Information shall have the same meaning as in the Prospectus.

                            TABLE OF CONTENTS

                                                                 PAGE
                                                                 ----

General Information and History. . . . . . . . . . . . . . . .     1
Variable Annuity Account C . . . . . . . . . . . . . . . . . .     1
Offering and Purchase of Contracts . . . . . . . . . . . . . .     2
Performance Data . . . . . . . . . . . . . . . . . . . . . . .     2
   General . . . . . . . . . . . . . . . . . . . . . . . . . .     2
   Average Annual Total Return Quotations. . . . . . . . . . .     3
Annuity Payments . . . . . . . . . . . . . . . . . . . . . . .     4
Sales Material and Advertising . . . . . . . . . . . . . . . .     5
Independent Auditors . . . . . . . . . . . . . . . . . . . . .     5
Financial Statements of the Separate Account . . . . . . . . .   S-1
Financial Statements of Aetna Life Insurance 
 and Annuity Company . . . . . . . . . . . . . . . . . . . . .   F-1

<PAGE>

                   GENERAL INFORMATION AND HISTORY


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


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

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

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

                       VARIABLE ANNUITY ACCOUNT C

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

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

                                     1

<PAGE>

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

                      OFFERING AND PURCHASE OF CONTRACTS

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

                              PERFORMANCE DATA

GENERAL

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

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

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

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

Investment results of the Subaccounts will fluctuate over time, and any 
presentation of the Subaccounts' total return quotations for any prior period 
should not be considered as a representation of how the 

                                     2

<PAGE>

Subaccounts will perform in any future period. Additionally, the Account 
Value upon redemption may be more or less than your original cost.

AVERAGE ANNUAL TOTAL RETURN QUOTATIONS - STANDARDIZED AND NON-STANDARDIZED

The tables shown below represent each type of Account provided for in this 
Statement of Additional Information.  The first table reflects the average 
annual standardized and nonstandardized total return quotation figures for 
the periods ended December 31, 1995 for the Subaccounts under Single Purchase 
Payment Accounts.  The second and third tables reflect the average annual 
standardized and nonstandardized total return quotation figures for the 
periods ended December 31, 1995 for the Subaccounts under Installment 
Purchase Payment Accounts with a $15 and $20 annual maintenance fee, 
respectively.  For those Subaccounts where results are not available for the 
full calendar period indicated, the percentage shown is an average annual 
return since inception (denoted with an *).


<TABLE>
<CAPTION>

      SINGLE PAYMENT ACCOUNT                                                                                        FUND
      ($30 MAINTENANCE FEE)                   STANDARDIZED                        NON-STANDARDIZED               INCEPTION
                                                                                                                    DATE
<S>                                 <C>         <C>        <C>        <C>         <C>       <C>       <C>        <C>
- -----------------------------------------------------------------------------------------------------------------------------
         SUBACCOUNT                 1  Year     5 Years    10 Years   1 Year      3 Years   5 Years   10 Years
- -----------------------------------------------------------------------------------------------------------------------------

Aetna Variable Fund                  24.08%      11.20%      12.30%    30.61%     10.43%     12.11%    12.30%     04/30/75
Aetna Income Shares                  10.94%       7.62%       8.52%    16.78%      6.32%      8.51%     8.52%     06/01/78
Aetna Variable Encore Fund           (0.50)%      2.56%       4.92%     4.74%      3.14%      3.40%     4.92%     09/01/75
Aetna Investment Advisers Fund, Inc. 19.37%       9.60%       8.88%*   25.65%     10.30%     10.50%     9.39%*    06/23/89
TCI Growth                           23.00%      12.63%      11.36%*   29.47%     11.42%     13.55%    11.50%*    11/20/87

</TABLE>


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

<TABLE>
<CAPTION>

    INSTALLMENT PURCHASE PAYMENT
      ($15 MAINTENANCE FEE)                   STANDARDIZED                        NON-STANDARDIZED               INCEPTION
                                                                                                                    DATE
<S>                                 <C>         <C>        <C>        <C>         <C>       <C>       <C>        <C>
- -----------------------------------------------------------------------------------------------------------------------------
         SUBACCOUNT                 1  Year     5 Years    10 Years   1 Year      3 Years   5 Years   10 Years
- -----------------------------------------------------------------------------------------------------------------------------

Aetna Variable Fund                  24.01%      10.89%     12.23%     30.54%    10.36%     12.04%     12.23%     04/30/75
Aetna Income Shares                  10.87%       7.33%      8.45%     16.71%     6.24%      8.43%      8.45%     06/01/78
Aetna Variable Encore Fund           (0.57)%      2.27%      4.85%      4.66%     3.07%      3.33%      4.85%     09/01/75
Aetna Investment Advisers Fund, Inc. 19.30%       9.30%      8.46%*    25.58%    10.23%     10.43%      9.31%*    06/23/89
TCI Growth                           22.93%      12.32%     10.72%*    29.40%    11.35%     13.48%     11.42%*    11/20/87

</TABLE>


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

                                     3
<PAGE>

<TABLE>
<CAPTION>

INSTALLMENT PURCHASE PAYMENT ACCOUNT                                                                               FUND
($20 MAINTENANCE FEE)                         STANDARDIZED                        NON-STANDARDIZED               INCEPTION
                                                                                                                    DATE
<S>                                 <C>         <C>        <C>        <C>         <C>       <C>       <C>        <C>
- -----------------------------------------------------------------------------------------------------------------------------
         SUBACCOUNT                 1  Year     5 Years    10 Years   1 Year      3 Years   5 Years   10 Years
- -----------------------------------------------------------------------------------------------------------------------------

Aetna Variable Fund                  23.98%      10.87%     12.21%     30.51%     10.33%     12.01%     12.21%   04/30/75
Aetna Income Shares                  10.84%       7.30%      8.43%     16.68%      6.22%      8.41%      8.43%   06/01/78
Aetna Variable Encore Fund           (0.60)%      2.25%      4.82%      4.64%      3.05%      3.30%      4.82%   09/01/75
Aetna Investment Advisers Fund, Inc. 19.27%       9.28%      8.43%*    25.56%     10.20%     10.41%      9.29%*  06/23/89
TCI Growth                           22.90%      12.30%     10.70%*    29.38%     11.32%     13.45%     11.40%*  11/20/87

</TABLE>

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

                               ANNUITY PAYMENTS

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

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

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

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

EXAMPLE:

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

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

                                     4

<PAGE>

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

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

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

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

                       SALES MATERIAL AND ADVERTISING

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

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

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

The Company may provide in advertising, sales literature, periodic 
publications or other materials information on various topics of interest to 
current and prospective Contract Holders or Participants.  These topics may 
include the relationship between sectors of the economy and the economy as a 
whole and its effect on various securities markets, investment strategies and 
techniques (such as value investing, market timing, dollar cost averaging, 
asset allocation, constant ratio transfer and account rebalancing), the 
advantages and disadvantages of investing in tax-deferred and taxable 
investments,

                                     5

<PAGE>

customer profiles and hypothetical purchase and investment scenarios, 
financial management and tax and retirement planning, and investment 
alternatives to certificates of deposit and other financial instruments, 
including comparison between the Contracts and the characteristics of and 
market for such financial instruments.

                          INDEPENDENT AUDITORS

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



                                     6

<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
Statement of Changes in Net Assets . . . . . . . . . . . . . . . . . .   S-9
Notes to Financial Statements  . . . . . . . . . . . . . . . . . . . .  S-10
Consolidated Financial Information . . . . . . . . . . . . . . . . . .  S-12


                                       S-1

<PAGE>

                          INDEPENDENT AUDITORS' REPORT

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

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

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

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



                                                           KPMG Peat Marwick LLP

Hartford, Connecticut
February 16, 1996


                                         S-2

<PAGE>

VARIABLE ANNUITY ACCOUNT C

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

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

Net assets represented by:

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


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

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



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

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


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

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

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


                                       S-7
<PAGE>
VARIABLE ANNUITY ACCOUNT C

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

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



See Notes to Financial Statements.


                                       S-8
<PAGE>
VARIABLE ANNUITY ACCOUNT C

STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>


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


See Notes to Financial Statements.


                                       S-9
<PAGE>
VARIABLE ANNUITY ACCOUNT C

NOTES TO FINANCIAL STATEMENTS - December 31, 1995

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

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

     a. VALUATION OF INVESTMENTS

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

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


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

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

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

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

                                       S-10

<PAGE>

VARIABLE ANNUITY ACCOUNT C

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

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

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

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

4.   PURCHASES AND SALES OF INVESTMENTS

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

5.   ESTIMATES 

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



                                       S-11

<PAGE>

VARIABLE ANNUITY ACCOUNT C

CONDENSED FINANCIAL INFORMATION

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

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


                                      S-12
<PAGE>

VARIABLE ANNUITY ACCOUNT C

CONDENSED FINANCIAL INFORMATION

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

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

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


                                      S-13
<PAGE>

VARIABLE ANNUITY ACCOUNT C

CONDENSED FINANCIAL INFORMATION

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

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


                                      S-14
<PAGE>

VARIABLE ANNUITY ACCOUNT C

CONDENSED FINANCIAL INFORMATION

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

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


                                      S-15
<PAGE>

VARIABLE ANNUITY ACCOUNT C

CONDENSED FINANCIAL INFORMATION

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

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

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


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

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


                                      S-16
<PAGE>

VARIABLE ANNUITY ACCOUNT C

CONDENSED FINANCIAL INFORMATION

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

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

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

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

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

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

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

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

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

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


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


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


                      STATEMENT OF ADDITIONAL INFORMATION



                          VARIABLE ANNUITY ACCOUNT C



                          VARIABLE ANNUITY CONTRACTS

                                 ISSUED BY

                   AETNA LIFE INSURANCE AND ANNUITY COMPANY




Form No. 52449(S)-2                                         ALIAC Ed. May 1996



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