VARIABLE ANNUITY ACCT C OF AETNA LIFE INSURANCE & ANNUITY CO
485APOS, 1996-02-20
Previous: VALMONT INDUSTRIES INC, PRE 14A, 1996-02-20
Next: VARIABLE ANNUITY ACCT C OF AETNA LIFE INSURANCE & ANNUITY CO, 485APOS, 1996-02-20



<PAGE>

As filed with the Securities and Exchange            Registration No. 33-75982*
Commission February 20, 1996                         Registration No. 811-2513

- --------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM N-4

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


                                and Amendment To

         REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
- --------------------------------------------------------------------------------
     Variable Annuity Account C of Aetna Life Insurance and Annuity Company
                           (EXACT NAME OF REGISTRANT)

                    Aetna Life Insurance and Annuity Company
                               (NAME OF DEPOSITOR)

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

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

                            Susan E. Bryant, Counsel
                    Aetna Life Insurance and Annuity Company
            151 Farmington Avenue, RE4C, Hartford, Connecticut  06156
                     (NAME AND ADDRESS OF AGENT FOR SERVICE)
- --------------------------------------------------------------------------------
It is proposed that this filing will become effective:


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

*Pursuant to Rule 429(a) under the Securities Act of 1933, Registrant has
included a combined Prospectus under this Registration Statement which includes
all the information which would currently be required in prospectuses relating
to the securities covered by Registration Statement Nos. 33-75968, 33-75966,
and the individual deferred compensation contracts covered by Registration
Statement No. 33-75992.

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

<PAGE>
                           VARIABLE ANNUITY ACCOUNT C
                              CROSS REFERENCE SHEET
<TABLE>
<CAPTION>


Form N-4
- --------
Item No.                     Part A (Prospectus)                        Location
- ---------                    ------------------                         ---------
<S>          <C>                                                  <C>
    1        Cover Page. . . . . . . . . . . . . . . . . .        Cover Page

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

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

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

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

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

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

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

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

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

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

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

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

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

<PAGE>
<TABLE>
<CAPTION>

Form N-4
- ---------
Item No.       Part B (Statement of Additional Information)             Location
- ---------      --------------------------------------------             --------
<S>          <C>                                                  <C>
    15       Cover Page. . . . . . . . . . . . . . . . . .        Cover page

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

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

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

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

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

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

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

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

</TABLE>


                           PART C (OTHER INFORMATION)

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


<PAGE>
                           VARIABLE ANNUITY ACCOUNT C
                           PART C - OTHER INFORMATION

ITEM 24.  FINANCIAL STATEMENTS AND EXHIBITS

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

(b)  Exhibits
     (1)       Resolution of the Board of Directors of Aetna Life Insurance and
               Annuity Company establishing Variable Annuity Account C(1)
     (2)       Not applicable
     (3.1)     Form of Broker-Dealer Agreement(2)
     (3.2)     Alternative Form of Wholesaling Agreement and related Selling
               Agreement(2)
     (4.1)     Form of Variable Annuity Contract (G-CDA-HF)(3)
     (4.2)     Form of Variable Annuity Contract (G-CDA-HD)*
     (5)       Form of Variable Annuity Contract Application (300-GTD-IA)(3)
     (6)       Certification of Incorporation and By-Laws of Depositor(4)
     (7)       Not applicable
     (8.1)     Fund Participation Agreement between Aetna Life Insurance and
               Annuity Company, Alger American Fund and Fred Alger Management,
               Inc. dated September 1, 1993(2)

<PAGE>
     (8.2)     Fund Participation Agreement between Aetna Life Insurance and
               Annuity Company and Calvert Asset Management Company (Calvert
               Responsibly Invested Balanced Portfolio formerly Calvert Socially
               Responsible Series) dated March 13, 1989 and amended December 27,
               1993(5)
     (8.3)     Fund Participation Agreement between Aetna Life Insurance and
               Annuity Company and Fidelity Distributors Corporation dated
               February 1, 1994 (Variable Insurance Products Fund)(6)
     (8.4)     Fund Participation Agreement between Aetna Life Insurance and
               Annuity Company and Fidelity Distributors Corporation dated
               February 1, 1994 (Variable Insurance Products Fund II)(6)
     (8.5)     Fund Participation Agreement between Aetna Life Insurance and
               Annuity Company and Franklin Advisers, Inc. dated January 31,
               1989(7)
     (8.6)     Fund Participation Agreement between Aetna Life Insurance and
               Annuity Company and Janus Aspen Series dated April 19, 1994 and
               amended June 15, 1994(8)
     (8.7)     Fund Participation Agreement between Aetna Life Insurance and
               Annuity Company and Lexington Management Corporation regarding
               Natural Resources Trust dated December 1, 1988 and amended
               February 11, 1991(5)
     (8.8)     Fund Participation Agreement between Aetna Life Insurance and
               Annuity Company and Advisers Management Trust (now Neuberger &
               Berman Advisers Management Trust) dated April 14, 1989(2)
     (8.9)     Fund Participation Agreement between Aetna Life Insurance and
               Annuity Company and Scudder Variable Life Investment Fund dated
               April 27, 1992 and amended February 19, 1993 and August 13,
               1993(9)
     (8.10)    Fund Participation Agreement between Aetna Life Insurance and
               Annuity Company, Investors Research Corporation and TCI
               Portfolios, Inc. dated July 29, 1992 and amended December 22,
               1992 and June 1, 1994(9)
     (9)       Opinion of Counsel *
     (10.1)    Consent of Independent Auditors *
     (10.2)    Consent of Counsel *
     (11)      Not applicable
     (12)      Not applicable
     (13)      Computation of Performance Data *
     (14)      Financial Data Schedule *
     (15.1)    Powers of Attorney(10)
     (15.2)    Authorization for Signatures(11)

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

<PAGE>

3.   Incorporated by reference to Post-Effective Amendment No. 3 to Registration
     Statement on Form N-4 (File No. 33-75964) filed on February 24, 1995.
4.   Incorporated by reference to Post-Effective Amendment No. 58 to
     Registration Statement on Form N-4 (File No. 2-52449) filed on February 28,
     1994.
5.   Incorporated by reference to Post-Effective Amendment No. 4 to Registration
     Statement on Form N-4 (File No. 33-75978) filed on March 24, 1995.
6.   Incorporated by reference to Pre-Effective Amendment No. 1 to Registration
     Statement on Form N-4 (File No. 33-75978) filed on April 25, 1994.
7.   Incorporated by reference to Pre-Effective Amendment No. 1 to Registration
     Statement on Form N-4 (File No. 33-75990) filed on April 25, 1994.
8.   Incorporated by reference to Post-Effective Amendment No. 2 to Registration
     Statement on Form N-4 (File No. 33-75960) filed on August 9, 1994.
9.   Incorporated by reference to Registration Statement on Form N-4 (File No.
     33-88720) filed on January 20, 1995.
10.  The Power of Attorney for David E. Bushong, Acting Chief Financial Officer,
     is incorporated by reference to Post-Effective Amendment No. 1 to
     Registration Statement on Form N-4 (File No. 33-87932), as filed
     electronically on September 18, 1995.  The Powers of Attorney for all other
     signatories are included in this Registration Statement.
11.  Incorporated by reference to Post-Effective Amendment No. 1 to Registration
     Statement on Form N-4 (File No. 33-91864), as filed electronically, on
     August 16, 1995.


<PAGE>

ITEM 25.  DIRECTORS AND OFFICERS OF THE DEPOSITOR


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

Daniel P. Kearney                       Director and President

Timothy A. Holt                         Director

Christopher J. Burns                    Director and Senior Vice President

Laura R. Estes                          Director and Senior Vice President

Gail P. Johnson                         Director and Vice President

John Y. Kim                             Director and Senior Vice President

Shaun P. Mathews                        Director and Senior Vice President

Glen Salow                              Director and Vice President

Creed R. Terry                          Director and Vice President

James C. Hamilton                       Vice President and Treasurer

David E. Bushong                        Acting Chief Financial Officer

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

Zoe Baird                               Senior Vice President and General
                                        Counsel

Susan E. Schechter                      Corporate Secretary and Counsel


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

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

     Attached hereto is a diagram of all persons directly or indirectly under
common control with the Registrant.  The diagram indicates the percentage of
voting securities (rights) owned and, in parenthesis after the company's name,
the state or other sovereign power under the laws of which the company is
organized.

<PAGE>

<TABLE>

As of January 1, 1996
                                                                                                                              Page 1
                                                                          AETNA
                                                                         LIFE AND
                                                                         CASUALTY
                                                                          COMPANY

                                                                     (1) (Connecticut)
                                                                              |
<S>      <C>                                                                  |
               |--------------------|-----------------------|-----------------|---------------------|----------------------|
               |                    |                       |                 |                     |                      |
             100%                  100%                    100%               |                    100%                  100%
               |                    |                       |                 |                     |                      |
           THE AETNA               AETNA                   THE                |                    AETNA                 AETNA
           CASUALTY                LIFE                  STANDARD             |                  RETIREMENT             CANADA
          AND SURETY             INSURANCE                 FIRE               |                 SERVICES, INC.         HOLDINGS
           COMPANY                COMPANY                INSURANCE            |                                         LIMITED
                                                          COMPANY             |
                                                                              |
    (1) (Connecticut) (a)   (1) (Connecticut) (a)   (1) (Connecticut) (a)     |             (1) (Connecticut) (a)  (1) (Canada) (a)
              |                      |                       |                |                      |                    |
             See                    See                     See               |                     See                  See
          Supplement             Supplement              Supplement           |                  Supplement           Supplement
             #1                     #2                      #3                |                     #4                   #5
                                                                              |
                                                                              |
                                     |----------------------------------------|-------------------------------------------|
                                    100%                                      |                                          100%
                                     |                                        |                                           |
                                   AETNA                                      |                                         AETNA
                               INTERNATIONAL,                                 |                                     INTERNATIONAL
                                    INC.                                      |                                         (N.Z.)
                                                                              |                                        LIMITED
                                                                              |
                           (1) (Connecticut) (a)                              |                                 (1)(New Zealand)(a)
                                     |                                        |                                           |
                                     |                                        |                                           |
                                    See                                       |                                          See
                                 Supplement                                   |                                       Supplement
                                    #6                                        |                                           #7
                                                                              |
                                                                             SEE
(1)  Corporation                 (a)  Fully Consolidated                     PAGE
(2)  Partnership                 (b)  One Line Consolidation                  2
(3)  Joint Venture               (c)  Not Consolidated
(4)  Lloyds Association
(5)  Trust
(6)  Limited Liability Company

                                                                                Percentages are rounded to the nearest whole percent
                                                                                and are based on ownership of voting rights.

</TABLE>
<PAGE>

<TABLE>

As of June 30, 1995                                                                                                           Page 2
                                                                       AETNA
                                                                      LIFE AND
                                                                      CASUALTY
                                                                      COMPANY

                                                                 (1) (Connecticut)
<S> <C>                                                                   |
       |-----------------------|----------------------|-------------------|------------------|-----------------------|
       |                       |                      |                   |                  |                       |
      100%                    100%                   100%                 |                 100%                    100%
       |                       |                      |                   |                  |                       |
    AETNA LIFE                ACS                    ACS                  |              LUETTGENS                  AE
    INSURANCE               FINANCIAL             PORTFOLIO               |               LIMITED                 HOUSING
     COMPANY                SERVICES,              SERVICES,              |                                        CORP.
   OF ILLINOIS                INC.                   INC.                 |
                                                                          |
                                                                          |
(1) (Illinois) (a)    (1) (Connecticut) (a)    (1) (Delaware) (a)         |          (1) (Connecticut) (a)   (1) (Connecticut) (a)
       |                                                                  |
       |                                                                  |
       |-----------------------|                       |------------------|------------------------------------------|
       |                       |                       |                  |                                          |
      100%                    99%*                    100%                |                                         100%
       |                       |                       |                  |                                          |
      AETNA                 GATEWAY                STRUCTURED             |                                     AETNA LIFE &
     GATEWAY                  ONE                   BENEFITS,             |                                       CASUALTY
       OF                    L.L.C.                   INC.                |                                     INTERNATIONAL
     ILLINOIS       -1%-                                                  |                                      FINANCE N.V.
      INC.                                                                |                                   (1) (Netherlands
(1) (Delaware) (a)      (6) (Delaware) (b)    (1) (Connecticut) (a)       |                                     Antilles) (a)
                                                       |                  |--------------------|                     |
                                                       |                  |                    |                     |
                                                      100%                |                  95%**                  100%
                                                       |                  |                    |                     |
                                                   STRUCTURED             |                  AETNA                 AETNA
                                                    BENEFITS              |                 CAPITAL            (NETHERLANDS)
                                                   OF FLORIDA,            |                 L.L.C.               HOLDINGS
                                                      INC.                |                                         B.V.
                                                                         SEE
                                                (1) (Florida) (b)        PAGE          (6) (Delaware) (a)    (1)(Netherlands) (b)
                                                                          3
(1)  Corporation               (a)  Fully Consolidated
(2)  Partnership               (b)  One Line Consolidation     Percentages are rounded to the nearest whole percent and are based on
(3)  Joint Venture             (c)  Not Consolidated           ownership of voting rights.
(4)  Lloyds Association
(5)  Trust                                                   * Aetna Gateway of Illinois Inc. owns 1% of this Limited Liability
(6)  Limited Liability Company                                 Company.
                                                            ** Aetna Capital Holdings, Inc. (see Supplement 6a) owns 5% of this
                                                               Limited Liability Company.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

As of June 30, 1995                                                                                                          Page 3
                                                                  AETNA
                                                                 LIFE AND
                                                                 CASUALTY
                                                                 COMPANY

<S> <C>                                                     (1) (Connecticut)
       |-----------------------|---------------------|---------------|-----------|------------------|--------------------|
       |                       |                     |               |           |                  |                    |
      100%                    100%                  100% *           |          100%               100%                 100%
       |                       |                     |               |           |                  |                    |
    SPAN DATA                 5TH                   AETNA            |         AE FOUR            AE TEN,            AE FIFTEEN,
    PROCESSING             GENERATION,            FOUNDATION,        |       INCORPORATED      INCORPORATED         INCORPORATED
     CENTER,                  INC.                   INC.            |
      INC.                                                           |
                                                                     |
(1)(Connecticut)(a)  (1) (Massachusetts) (a)  (1)(Connecticut)(c)    |   (1)(Connecticut)(a) (1)(Connecticut)(a) (1)(Connecticut)(a)
                                                                     |
                                                                     |
                              |--------------------------------------|-----------------------------|
                              |                                      |                             |
                            99%  ***                                 |                            100%
                                                                     |                             |
                          ARCELIA                                   SEE                          AETNA
                           LIMITED                                   PAGE                         REALTY
                                                                    4                        INVESTMENTS I,
                                                                                                 INC.

                       (1)(Hong Kong)(a)                                                   (1)(Connecticut)(a)
                                                                                                   |
                                                                                                   |
                                                                                                  84%**

                                                                                                  AETNA
                                                                                               PROPERTIES I
                                                                                                 LIMITED
                                                                                               PARTNERSHIP

                                                                                            (2)(Connecticut)(c)
(1)  Corporation           (a)  Fully Consolidated       *  Nonstock Corporation
(2)  Partnership           (b)  One Line Consolidation  **  Aetna Realty Investments I, Inc. is a 1% general
(3)  Joint Venture         (c)  Not Consolidated            partner and a 83% limited partner.
(4)  Lloyds Association                                 *** Aetna International Inc. owns 1% of      Percentages are rounded to the
(5)  Trust                                                  this company.                            nearest whole percent and are
(6)  Limited Liability Company                                                                       based on ownership whole
                                                                                                     percent of voting rights.
</TABLE>
<PAGE>

<TABLE>
<CAPTION>

As of June 30, 1995


                                                                                             AETNA                          Page 4
                                                                                           LIFE AND
                                                                                           CASUALTY
                                                                                           COMPANY

                                                                                       (1) (Connecticut)
                                                                                               |
<S>  <C>                                                   -----------------------------------------------------------------
                                                           |                                   |                           |
                                                          100%                                 20%                        100%
                                                           |                                   |                           |
                                                         AETNA                             CONSULTORES                   AETNA
                                                      INVESTMENT                               DE                    RE-INSURANCE
                                                      MANAGEMENT                            PENSIONES                   COMPANY
                                                   (F.E.) HOLDINGS                           S.R.L.                   (U.K.) LTD.
                                                       LIMITED
                                                                                                                      (1) (United
                                                 (1) (Hong Kong) (a)                    (1) (SPAIN) (b)               Kingdom) (a)
                                                          |
                                                          |
             ---------------------------------------------------------------------------------------
             |                      |                     |                     |                   |
            100%                   100%                  100%                  100%                14%
             |                      |                     |                     |                   |
            PLJ                   AETNA                 AETNA                 AETNA             KWANG HUA
          HOLDINGS              INVESTMENT              FUND               INVESTMENT           SECURITIES
          LIMITED               MANAGEMENT             MANAGERS            MANAGEMENT           INVESTMENT
                              (F.E.)LIMITED         (F.E.) LIMITED       (F.E.) NOMINEES         & TRUST Co.
                                                                             LIMITED                LTD.
     (1) (Hong Kong) (a)   (1) (Hong Kong) (a)   (1) (Hong Kong) (a)   (1) (Hong Kong) (a)   (1) (Taiwan) (b)




(1) Corporation                      (a) Fully Consolidated
(2) Partnership                      (b) One Line Consolidation
(3) Joint Venture                    (c) Not Consolidated
(4) Lloyds Association                                                Percentages are rounded to the nearest whole percent
(5) Trust                                                             and are based on ownership of voting rights.
(6) Limited Liability Company

</TABLE>

<PAGE>

As of January 1, 1996

<TABLE>
<CAPTION>

                                                                THE AETNA                                        Supplement #1
                                                                CASUALTY
                                                               AND SURETY
                                                                 COMPANY

                                                         (1) (Connecticut) (a)
                                                                     |
<S> <C>   -------------------------------------------------------------------------------------------------------------------
          |                   |                   |                  |               |                    |                 |
         100%                100%                100%                |              100%                 100%              100%
          |                   |                   |                  |               |                    |                 |
         AETNA               AETNA               AETNA               |          AETNA EXCESS         FARMINGTON           AETNA
       CASUALTY            CASUALTY            CASUALTY              |          AND SURPLUS           CASUALTY          LLOYDS OF
       & SURETY            & SURETY           COMPANY OF             |             LINES               COMPANY            TEXAS
      COMPANY OF          COMPANY OF          CONNECTICUT            |            COMPANY                               INSURANCE
       ILLINOIS            AMERICA                                   |                                                   COMPANY
   (1)(Illinois)(a)  (1)(Connecticut)(a)  (1)(Connecticut)(a)        |      (1)(Connecticut)(a)  (1)(Connecticut)(a)  (4)(Texas)(a)
                                                                     |
                                                                     |
            -----------------------------------------------------------------------------------------------------------------
            |                 |                   |                  |              |                    |                  |
           100%              100%                100%                |             77% *                100%               50%**
            |                 |                   |                  |              |                    |                  |
         URBAN             FARMINGTON            AETNA               |           PONDEROSA              AXIA              AETNA
      DIVERSIFIED           HOLDINGS,           PROPERTY             |             HOMES              SERVICES,        INFORMATION
      PROPERTIES,             INC.              SERVICES,            |                                  INC.             SERVICES
          INC.                                    INC.               |                                                     INC.
                                                                     |
 (1)(Connecticut)(b) (1)(Connecticut)(a) (1) (Delaware) (a)          |  (2)(California)(b)      (1)(New York)(a) (1)(Connecticut)(a)
            |                                                        |              |
            |                                                        ---------------
            |                                                        |              |
          See                                                        |             100%
       Supplement                                                    |              |
          #1c                                                       See            ABP
                                                                 Supplement     COMMUNITY
                                                                    #1a           URBAN
                                                                               REDEVELOPMENT
                                                                               CORPORATION
                                                                              (1) (Ohio) (a)





*  AE Development Group, Inc. is a 23% general partner.                Percentages are rounded to the nearest whole percent
** The Standard Fire Insurance Company owns 50% of this company.      and are based on ownership of voting rights.

</TABLE>

<PAGE>
<TABLE>


As of June 30, 1995                                                     THE AETNA                                     Supplement #1a
                                                                        CASUALTY
                                                                       AND SURETY
                                                                         COMPANY

                                                                   (1)(Connecticut)(a)
<S><C>                                                                     |
         ------------------------------------------------------------------|
         |                   |                   |                 |
       100%                100%                100%              39%**
         |                   |                   |                 |
     AFF, INC.              AE                 AETNA           EXECUTIVE
                        DEVELOPMENT         OPPORTUNITY          RISK
                          GROUP,            CORPORATION          INC.
                           INC.

(1)(Connecticut)(a) (1)(Connecticut)(b) (1)(Connecticut)(a)(1)Delaware)(b)
                                                               |
                         --------------------------------------|
                         |                                  |
                        70%                               100%
                         |                                  |
                     EXECUTIVE                          EXECUTIVE
                       RISK                              RE INC.
                    MANAGEMENT      |------30% *------|
                    ASSOCIATES
                (2)(Connecticut)(b)                 (1)(Delaware)(b)
                                                           |
                         ----------------------------------|
                         |                |                |
                        50%             100%              100%
                         |                |                |
                        UAP            TALCOTT       EXECUTIVE RISK
                     EXECUTIVE         SERVICE       INDEMNITY  INC.
                     PARTNERS        CORPORATION


                  (3)(France)(b)  (1)(Delaware)(a)  (1)(Delaware)(a)
                                                            |
                                                            |
                                                          100%
                                                            |               *  Executive Re Inc. is a 30% general partner.
                                                     EXECUTIVE RISK
                                                        SPECIALTY           ** The Aetna Casualty and Surety Company controls 32%
                                                        INSURANCE              of Class A Shares and 100% of Class B Shares
                                                         COMPANY
                                                                               Percentages are rounded to the nearest whole percent
                                                  (1)(Connecticut)(a)          and are based on ownership of voting rights.

<CAPTION>

    THE AETNA
     CASUALTY
    AND SURETY
     COMPANY

(1)(Connecticut)(a)
<S><C> |
        ---------------------------------------------------------------------------------
       |       |                                 |                              |
       |      100%                              100%                          100%
       |       |                                 |                              |
       |       AE                              AETNA                         AETNA
       |   INVESTMENTS,                       CASUALTY                      NATIONAL
       |      INC.                            & SURETY                      ACCOUNTS
       |                                      COMPANY                         U.K.
       |                                      OF CANADA                      LIMITED
       |   (1)(Delaware)(a)                   (1)(Canada)(a)             (1)(United Kingdom)(a)
       | ---------------------------------------------------------------------------------
       |                                          |                           |
       |      45%                               100%                        100%
       |
       |      AEGEN                                AECC,                      FARMINGTON
       |   INTERNATIONAL                           INC.                      MANAGEMENT,
       |       INC.                                                               INC.
       |
       |  1)(Connecticut)(b)              (1)(Connecticut)(a)         (1) (Connecticut)(a)
       |
       |
        ----------|
                 See
              Supplement
                 #1b
</TABLE>
<PAGE>

<TABLE>
<CAPTION>

As of June 30, 1995                                                            Supplement #1b


                                                 THE AETNA
                                                  CASUALTY
                                                 AND SURETY
                                                  COMPANY

                                           (1) (Connecticut) (a)
                                                    |
<S>  <C>   ----------------------------------------------------------------------------------
           |                    |                   |                     |                  |
          15%                  15%                 100%                  15%                15%
           |                    |                   |                     |                  |
       PARKLAKE             NORTHLAKE           AETNA/AREA             CENTRAL              211
      ASSOCIATES             CENTRE             CORPORATION             TRUST               EAST
                           ASSOCIATES                                  CENTRE             ONTARIO
                                                                     ASSOCIATES          ASSOCIATES

   (2) (Georgia) (b)   (2) (Georgia) (b)   (1) (Connecticut) (a)   (2) (Ohio) (b)   (2) (Illinois) (b)



                                                                   Percentages are rounded to the nearest whole percent
                                                                   and are based on ownership of voting rights.

</TABLE>
<PAGE>

<TABLE>

As of June 30, 1995                                                   URBAN                              Supplement #1c
                                                                   DIVERSIFIED
                                                                   PROPERTIES,
                                                                       INC.
<S> <C>                                                        (1) (Connecticut) (b)
          |------------------------|------------------------|-----------------------------|------------------------|
          |                        |                        |            |                |                        |
         50%                      50%                      50%           |               50%                      50%
          |                        |                        |            |                |                        |
      CARLSBAD                 CARLSBAD                 CARLSBAD         |            CARLSBAD                 CARLSBAD
      RESEARCH                 RESEARCH                 RESEARCH         |            RESEARCH                 RESEARCH
       CENTER                   CENTER                   CENTER          |             CENTER                   CENTER
                              NUMBER ONE               NUMBER TWO        |          NUMBER THREE              NUMBER FOUR
                                                                         |
(2) (California) (b)     (2) (California) (b)     (2) (California) (b)   |      (2) (California) (b)     (2) (California) (b)
                                                                         |
                                                                         |
                                                                         |
                                                                         |
                                   |---------------------|---------------|----------------|------------------------|
                                   |                     |                                |                        |
                                  40%                   56%                              50%                      50%
                                   |                     |                                |                        |
                               MONTBELLO             MONTBELLO                         CARLSBAD                CARLSBAD
                              COMMERCIAL            COMMERCIAL                         RESEARCH                RESEARCH
                               VENTURE I            VENTURE II                          CENTER                  CENTER
                                                                                      NUMBER SIX             NUMBER SEVEN

                          (2) (Colorado) (b)    (2) (Colorado) (b)               (2) (California) (b)   (2) (California) (b)








                                                                             Percentages are rounded to the nearest whole percent
                                                                             and are based on ownership of voting rights.

</TABLE>
<PAGE>

<TABLE>

As of June 30, 1995                                                                                                   Supplement #2

                                                                                                                  AETNA
                                                                                                                  LIFE
                                                                                                                INSURANCE
                                                                                                                 COMPANY

<S> <C>                                                                                                     (1)(Connecticut)(a)
                                                                                                                     |
                                           --------------------------------------------------------------------------|
                                           |                         |                          |                    |
                                          100%                      100%                       100%                  |
                                           |                         |                          |                    |
                                         AETNA                     ALIC                      AETNA                   |
                                     REAL ESTATE                  ENERGY,                    CASUALTY                |
                                     PROPERTIES,                    CO.                      COMPANY                 |
                                        INC.                                                                         |
                                (1)(Connecticut)(a)            (1)(Texas)(a)           (1)(Connecticut)(a)           |
                                                                                                                     |
                                                                                                                     |
                    -------------------------------------------------------------------------------------------------|
                    |                          |                           |                             |           |
                  100%                       100%                         70%                         13% ***        |
                    |                          |                           |                             |           |
                  AETNA                      HUMAN                     BAYSHORE                        AETNA         |
                  LIFE                      AFFAIRS                     HEIGHTS                     INSTITUTIONAL    |
               ASSIGNMENT               INTERNATIONAL,                ASSOCIATES                     INVESTORS I     |
                 COMPANY                 INCORPORATED                                                  LIMITED       |
                                                                                                     PARTNERSHIP     |
           (1)(Connecticut)(a)           (1)(Utah)(a)               (2)(Florida)(b)             (2)(Connecticut)(b)  |
                                                                                                                     |
                    -------------------------------------------------------------------------------------------------|
                    |                          |                           |                             |           |
                  100%                       100%                         62%                          75% *         |
                    |                          |                           |                             |           |
                  HUMAN                      HUMAN                       AETNA                          F-L          |
                 AFFAIRS                    AFFAIRS                    HAMILTON                     PROPERTIES       |
               OF ALASKA,                INTERNATIONAL                PARTNERSHIP                                    |
                  INC.                   OF CALIFORNIA                                                               |
                                                                                                                     |
            (1) (Alaska) (a)         (1) (California) (a)         (2) (Illinois) (b)            (2)(Connecticut(b)   |
                                                                                                                     |
                                                                                                                    See
                                                                                                                Supplement
                                                                                                                    #2a

<CAPTION>

  *  The Aetna Casualty and Surety Company is a 25% general partner.
 **  89% general partner and 1% limited partner.                             Percentages are rounded to the nearest whole percent
***  Aetna Real Estate Properties, Inc. is a 1% general partner.             and are based on ownership of voting rights.

</TABLE>

<TABLE>
<CAPTION>

As of June 30, 1995                                  Supplement #2

       AETNA
       LIFE
     INSURANCE
      COMPANY

(1)(Connecticut)(a)
<S><C>   |
         |--------------------------------------------------------------
         |                              |                              |
         |                            100%                           100%
         |                              |                              |
         |                           AETNA                            AE
         |                           LIFE &                        FOURTEEN,
         |                          CASUALTY                         INC.
         |                          (BERMUDA)
         |                            LTD.
         |                        (1)(Bermuda)(a)             (1)(Connecticut)(a)
         |
         |
         |-------------------------------------------------------------------
         |           |                        |                              |
         |          70%                      80%                            50%
         |           |                        |                              |
         |         SHADOW                SHADOW RIDGE                 CAPITOL DISTRICT
         |          OAKS                  AT OAK PARK                   ENERGY CENTER
         |                                CONDOMINIUM                   COGENERATION
         |                                 ASSOCIATES                    ASSOCIATES
         |
         |    (2)(California)(b)       (2)(California)(b)             (2)(Connecticut)(b)
         |
         |-------------------------------------------------------------------
                     |                        |                              |
                    100%                     100%                          90%**
                     |                        |                              |
                   AELTUS                     AHP                           455
                 INVESTMENT                HOLDINGS,                  .    MARKET
                 MANAGEMENT,                 INC.                          STREET
                    INC.

             (1)(Connecticut)(a)      (1)(Connecticut)(a)             (2)(California)(b)
                      |                        |
                      |                        |
                      |                        |
                     See                      See
                  Supplement               Supplement
                     #2e                      #2f


  *  The Aetna Casualty and Surety Company is a 25% general partner.
 **  89% general partner and 1% limited partner.                               Percentages are rounded to the nearest whole percent
***  Aetna Real Estate Properties, Inc. is a 1% general partner.              and are based on ownership of voting rights.

</TABLE>
<PAGE>

<TABLE>

As of June 30, 1995                                                                  AETNA                            Supplement #2a
                                                                                     LIFE
                                                                                   INSURANCE
                                                                                    COMPANY

                                                                              (1)(Connecticut)(a)
                                                                                       |
<S><C>                                                                                 |
          -----------------------------------------------------------------------------------------------------------------
          |                    |                     |                     |           |            |                     |
        50% *                50% *                49% **                49% **         |         49% **                  50%*
          |                    |                     |                     |           |            |                     |
       FRIDAY                KOLL                  KOLL                  KOLL          |          KOLL                  KOLL
     ASSOCIATES             CENTER                CENTER                CENTER         |         CENTER                CENTER
                           NEWPORT A              NEWPORT               NEWPORT        |         NEWPORT               NEWPORT
                                                 NUMBER 1              NUMBER 2        |        NUMBER 7              NUMBER 8
                                                                                       |
 (2)(California)(b)   (2)(California)(b)    (2)(California)(b)    (2)(California)(b)   |   (2)(California)(b)    (2)(California)(b)
                                                                                       |


          -----------------------------------------------------------------------------|-----------------------------------
          |                    |                     |                     |           |            |                     |
        50% *                50% *                 50% *                  60%          |         60% ***               99%****
          |                    |                     |                     |           |            |                     |
        KOLL                 KOLL                  KOLL                  KOLL          |          KOLL                WATERLOO
       CENTER               CENTER                CENTER                CENTER         |         CENTER              ASSOCIATES
       NEWPORT              NEWPORT               NEWPORT               NEWPORT        |         NEWPORT               LIMITED
      NUMBER 9             NUMBER 10             NUMBER 11             NUMBER 14       |        NUMBER 15            PARTNERSHIP
                                                                                       |                             (2) (North
 (2)(California)(b)   (2)(California)(b)    (2)(California)(b)    (2)(California)(b)   |   (2)(California)(b)       Carolina)(b)
                                                                                       |
          -----------------------------------------------------------------------------|-----------------------------------
          |                    |                     |                     |           |            |                     |
         99%                  60%                   50%                   60%          |           68%                   99%
          |                    |                     |                     |           |            |                     |
       HAYWARD              GABLES                GABLES             COUNTRY CLUB      |        BIRTCHER               HARBOR
     INDUSTRIAL               AT                    AT                HEIGHTS AT       |          AETNA-              BUSINESS
        PARK              FARMINGTON             BRIGHTON               WOBURN         |         LAGUNA                 PARK
     ASSOCIATES           ASSOCIATES            ASSOCIATES            ASSOCIATES       |          HILLS
                                                                                       |
 (2)(Connecticut)(b)  (2)(Connecticut)(b)    (2)(New York)(b)    (2)(Massachusetts)(b) |   (2)(California)(b)    (2)(California)(b)
                                                                                       |
                                                                                       |
                                                                                      See
                                                                                  Supplement
                                                                                      #2b





   * Aetna Life Insurance Company is a 49% general partner and a 1% limited partner.
  ** Aetna Life Insurance Company is a 49% limited partner and A.E. Properties is a 1%
     general partner.
 *** Aetna Life Insurance Company is a 59% general partner and a 1% limited partner.    Percentages are rounded to the nearest whole
**** Aetna Life Insurance Company is a 99% general partner and Trumbull                 percent and are based on ownership of voting
     Three, Inc. is a 1% limited partner.                                               rights.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>


As of June 30, 1995                                                         AETNA                                 Supplement #2b
                                                                            LIFE
                                                                          INSURANCE
                                                                           COMPANY

                                                                      (1)(Connecticut)(a)
<S><C>                                                                         |
          --------------------------------------------------------------------------------------------------------------------
          |                  |                   |                  |          |         |                |                  |
         99%*               100%                99%*               99%*        |        80%              80%                75%
          |                  |                   |                  |          |         |                |                  |
      ENSENADA            TREVOSE               OAKS               OAKS        |      KBC-RED            KBC-              C.R.I.
       DE LAS           HOSPITALITY,             AT                 AT         |        HILL           EASTSIDE            HOTEL
      COLINAS I             INC.               VALLEY             VALLEY       |      LIMITED          LIMITED          ASSOCIATES,
     ASSOCIATES                                RANCH I           RANCH II      |    PARTNERSHIP      PARTNERSHIP           L.P.
                                                                               |
   (2)(Texas)(b)    (1)(Connecticut)(b)     (2)(Texas)(b)      (2)(Texas)(b)   | (2)(California)(b) (2)(Arizona)(b)    (2)(Iowa)(b)
                                                                               |
                                                                               |
          -------------------------------------------------------------------------------------------------------------------
          |                  |                   |                  |          |        |                 |                 |
        100%                100%               100%                100%        |     84%****             99%***            60%
          |                  |                   |                  |          |        |                 |                 |
      TRUMBULL            TRUMBULL           TRUMBULL            TRUMBULL      |    CENTURY           SOUTHFIELD        LINCOLN
        ONE,                TWO,              THREE,               FOUR,       |      CITY             PARTNERS          RANCHO
        INC.                INC.               INC.                INC.        |      NORTH                            CUCAMONGA
                                                                               |      L.L.C.                           ASSOCIATES
                                                                               |
(1)(Connecticut)(a) (1)(Connecticut)(a) (1)(Connecticut)(a) (1)(Connecticut)(a)|(6)(Delaware)(b) (2)(Maryland)(b) (2)(California)(b)
                                                                               |
                                                                               |-------------------------
                                                                               |                        |
                                                                               |                      99%**
                                                                               |                        |
                                                                              See                    VILLAGE
                                                                           Supplement               GREEN OF
                                                                              #2c                    MADISON
                                                                                                     HEIGHTS

                                                                                                (2)(Michigan)(b)



   * Aetna Life Insurance Company is a 99% general partner and Trumbull One, Inc. is a 1% limited partner.
  ** Aetna Life Insurance Company is a 99% general partner and Trumbull Three, Inc. is a 1% limited partner.
 *** Aetna Life Insurance Company is a 99% general partner and Trumbull Four, Inc. is a 1% limited partner.
**** Aetna Life Insurance Company of Illinois owns 16% of this limited liability company.

                                                                             Percentages are rounded to the nearest whole percent
                                                                             and are based on ownership of voting rights.
</TABLE>
<PAGE>

<TABLE>

As of June 30, 1995                                                                                    Supplement #2c


                                                             AETNA
                                                             LIFE
                                                           INSURANCE
                                                            COMPANY

<S><C>                                                (1)(Connecticut)(a)
                                                               |
         ------------------------------------------------------|---------------------------------------------------------
         |                  |                 |                |              |                  |                      |
        65%                50%               60%               |             75%               99%*                    50%
         |                  |                 |                |              |                  |                      |
      CENTRUM           TRI-CITY          SOUTHWEST            |             B&H             CHAMPIONS             CHRIS-TOWN
    ASSOCIATES            MALL            FINANCIAL            |         VENTURES IV         RICHLAND                VILLAGE
                       ASSOCIATES          CENTER              |           LIMITED          NORTHCOURTE            ASSOCIATES
                                         ASSOCIATES            |         PARTNERSHIP        PARTNERSHIP
                                                               |
(2)(California)(b)   (2)(Arizona)(b)   (2)(Arizona)(b)         |     (2)(Connecticut)(b)   (2)(Texas)(a)         (2)(Arizona)(b)
                                                               |
                                              -----------------|----------------------------------------------------------
                                              |                |              |                  |                       |
                                             60%               |             50%                99%                      50%
                                              |                |
                                          WOODSIDE             |          SPECTRUM             FORGE              CAMBRIDGESIDE
                                           TERRACE             |           FASHION             PARK                 GALLERIA
                                          PARTNERS             |           CENTER           ASSOCIATES
                                                               |
                                                               |
                                     (2)(California)(b)        |       (2)(Arizona)(b) (2)(Massachusetts)(b)  (2)(Massachusetts)(b)
                                                               |
                                                               |
                                                              See
                                                          Supplement
                                                              #2d



* Aetna Life Insurance Company is a 99% general partner and
  Trumbull One, Inc., is a 1% limited partner.
                                                                    Percentages are rounded to the nearest whole percent and are
                                                                     based on ownership of voting rights.

</TABLE>
<PAGE>

<TABLE>

As of June 30, 1995                                                                                         Supplement #2d


                                                                    AETNA
                                                                    LIFE
                                                                  INSURANCE
                                                                   COMPANY

                                                             (1)(Connecticut)(a)
<S><C>                                                                |
        --------------------------------------------------------------|---------------------------------------------------
        |                 |                |               |          |             |                 |                  |
     99%***              30%              99%           99%***        |          99%***             85% *              25%
        |                 |                |               |          |             |                 |                 |
      GOLF              ADBI           MARRIOTT           TCR         |          FAIRWAY            1501              THACE
     COURSE          PARTNERSHIP         INNER         VENTANJA       |         PARTNERS         FOURTH AVE.       ASSOCIATES
      VIEW                              HARBOR          LIMITED       |                            LIMITED
   PARTNERSHIP                           HOTEL        PARTNERSHIP     |                          PARTNERSHIP
                                                                      |
(2)(Maryland)(b)   (2)(Florida)(b) (2)(Maryland)(a)  (2)(Texas)(b)    |     (2)(Maryland)(b) (2)(Washington)(b) (2)(Michigan)(b)
                                                                      |
        --------------------------------------------------------------|--------------------------------------------------
        |                 |                |              |           |             |                 |                 |
     99% ***           99% **             80%           99% **        |          99%****            100%             99%****
        |                 |                |              |           |             |                 |                 |
     LINCOLN         EASTMEADOW         ARB-DTC       EASTMEADOW      |          AZALEA           SOUTHEAST           MENLO
   LOS PADRES       DISTRIBUTION         LTD.        DISTRIBUTION     |           MALL,            SECOND             ONE,
                       CENTER         PARTNERSHIP    CENTER PHASE     |          L.L.C.            AVENUE,           L.L.C.
                       LIMITED                       II   LIMITED     |                             INC.
                     PARTNERSHIP                      PARTNERSHIP     |
(2)(California)(b) (2)(Georgia)(b) (2)(Colorado)(b) (2)(Georgia)(b)   |     (6)(Delaware)(b)  (1)(Delaware)(a)  (6)(Delaware)(b)




  *  Aetna Life Insurance Company is a 84% general partner and a 1% limited partner.
 **  Aetna Life Insurance Company is a 98% general partner and a 1% limited partner.
***  Aetna Life Insurance Company is a 99% general partner and Trumbull Two, Inc.,
     is a 1% limited partner.                                                         Percentages are rounded to the nearest whole
**** Southeast Second Avenue, Inc. owns 1% of these limited liability companies.      on percent and are based ownership of voting
                                                                                      rights.

</TABLE>

<PAGE>
<TABLE>
<CAPTION>

As of June 30, 1995                                                                                      Supplement #2e
                                                          AELTUS
                                                        INVESTMENT
                                                        MANAGEMENT
                                                            INC.
                                                     (1)(Connecticut)(a)
                                                             |
<S><C>
                           --------------------------------------------------------------------------------------
                           |                   |                              |                                 |
                          100%                100%                           35%                               100%
                           |                   |                              |                                 |
                         AETNA              AELTUS                          SMITH                              AETNA
                      INVESTMENT            CAPITAL,                        WHILEY                             REALTY
                      MANAGEMENT              INC.                            &                               INVESTORS,
                       (BERMUDA)                                           COMPANY                               INC.
                    HOLDINGS LIMITED

                   (1) (Bermuda) (a)  (1) (Connecticut) (a)           (1) (Delaware) (b)                  (1)(Delaware)(a)
                           |
       --------------------------------------------------------------------------------------------------------------
       |                   |                   |                             |                   |                  |
      100%                100%                100%                          100%                100%                35%
       |                   |                   |                             |                   |                  |
     AETNA               AETNA               AELTUS                         AETNA               AETNA              CHINA
   INVESTMENT           INVESTMENT          INVESTMENT                    INVESTMENT           FINANCIAL          DYNAMIC
   MANAGEMENT           MANAGEMENT          MANAGEMENT                    MANAGEMENT           SERVICES          INVESTMENT
(B.V.I.) NOMINEES      (HONG KONG)         INTERNATIONAL                   (S'PORE)             LIMITED          MANAGEMENT
    LIMITED               LIMITED          (FE) LIMITED                    PTE LTD.                              (HONG KONG)
                                                                                                                   LIMITED
 (1) (British
Virgin Islands)(a)    (1)(Bermuda)(a)    (1)(Hong Kong)(a)             (1)(Singapore)(a)    (1)(Australia)(a)  (1)(Hong Kong)(b)

                                                                                                   |
                                                                                                  100%
                                                                                                   |
                                                                                                AETNA FUNDS
                                                                                               MANAGEMENT
                                                                                               (AUSTRALIA)
                                                                                                 LIMITED
                                                                                            (1)(Australia)(a)


                                                                       Percentages are rounded to the nearest whole percent
                                                                       and are based on ownership of voting rights.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

As of June 30, 1995                                                                                                   Supplement #2f
                                                                 AHP
                                                              HOLDINGS,
                                                                INC.


<S><C>                                                   (1)(Connecticut)(a)
         ---------------------------------------------------------|------------------------------------------------------
         |                    |                    |              |             |                  |                    |
       100%                 100%                 100%             |           100%               100%                 100%
         |                    |                    |              |             |                  |                    |
       AETNA                AETNA                AETNA            |         INFORMED             AETNA                AETNA
      HEALTH               DENTAL               HEALTH            |          HEALTH,            HEALTH               HEALTH
     PLANS OF              CARE OF             PLANS OF           |           INC.             PLANS OF             PLANS OF
    OHIO, INC.           CALIFORNIA,           FLORIDA,           |                         TENNESSEE, INC.         GEORGIA,
                             INC.                 INC.            |                                                    INC.
   (1)(Ohio)(a)      (1)(California)(a)     (1)(Florida)(a)       |     (1)(Delaware)(a)   (1)(Tennessee)(a)     (1)(Georgia)(a)
                                                                  |
         ---------------------------------------------------------|------------------------------------------------------
         |                    |                    |              |             |                  |                    |
       100%                  81%                 100%             |           100%              100%                 100%
         |                    |                    |              |             |                  |                    |
       AETNA              PARTNERS               AETNA            |        HEALTHWAYS            AETNA                AETNA
      HEALTH             HEALTH PLAN            DENTAL            |         SYSTEMS,         HEALTH PLANS         HEALTH PLANS
    MANAGEMENT,              OF                 CARE OF           |           INC.              OF THE               OF THE
       INC.             PENNSLYVANIA,         NEW JERSEY,         |                          MID-ATLANTIC,         CAROLINAS,
                             INC.                INC.             |                              INC.                 INC.
 (1)(Delaware)(a)   (1)(Pennsylvania)(a)   (1)(Delaware)(a)       |     (1)(Delaware)(a)   (1)(Virginia)(a)  (1)(North Carolina)(a)
         |                    |                                   |             |
         |                    |---------------------              |             |
         |                    |                    |              |             |
        See                   |                    |              |             |
    Supplement              100%                 100%             |            See
        #2h                                                       |        Supplement
                            AETNA             PHYSICIANS          |            #2i
                        HEALTH PLANS            HEALTH            |
                         OF WESTERN              PLAN             |
                        PENNSYLVANIA,       PREFERRED, INC.       |
                            INC.                                  |
                    (1)(Pennsylvania)(a) (1)(Pennsylvania)(a)     |
                                                                  |
                                                                 See
                                                             Supplement
                                                                 #2g


                                                                          Percentages are rounded to the nearest whole percent and
                                                                          are based on ownership of voting rights.
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

As of June 30, 1995                                                                                                  Supplement #2g

                                                                 AHP
                                                              HOLDINGS,
                                                                INC.

                                                        (1) (Connecticut) (a)
<S><C>                                                             |
    -------------------------------------------------------------------------------------------------------------
    |                     |                      |                 |                |                           |
   55%                   100%                   100%               |               100%                        100%
    |                     |                      |                 |                |                           |
   PHPSNE                AETNA                  AETNA              |              AETNA                       AETNA
 PARENT                 HEALTH                DENTAL CARE          |             HEALTH                   DENTAL CARE
 CORPORATION           PLANS OF                OF TEXAS,           |             PLANS OF                      OF
                        ARIZONA,                 INC.              |              ILLINOIS,                 KENTUCKY,
                         INC.                                      |              INC.                         INC.
                                                                   |
(1) (Delaware) (a)   (1) (Arizona) (a)      (1) (Texas)            |      (a)(1)(Illinois) (a)             (1)(Kentucky)(a)
    |                                                              |
    |                                                              |
   100%                                                            |
    |                                                              |
   AETNA                                                           |
 HEALTH PLANS             -----------------------------------------------------------------------------------
 OF SOUTHERN             100%                   100%               |               100%                        100%
 NEW ENGLAND,             |                      |                 |                 |                          |
   INC.                  AETNA HEALTH           AETNA              |               AETNA                      AETNA
(1) (Connecticut) (a)   PLANS OF CENTRAL       HEALTH              |              HEALTH                    PROFESSIONAL
                        AND EASTERN            PLANS OF            |             PLANS OF                    MANAGEMENT
                         PENNSYLVANIA, INC.    TEXAS, INC.         |             LOUISIANA,                 CORPORATION
                                                                   |                INC.
                    (1) (Pennsylvania) (a)     (1) (Texas) (a)     |          (1) (Louisiana) (a)      (1) (Connecticut) (a)
                          |                                        |                                             |
                          |                      ------------------------------------                            |
                         100%                   55%                                100%                         100%
                          |                     |                                   |                            |
                        FREEDOM                MED                                AHP                           WMC
                        CHOICE,              SOUTHWEST,                        SAN DIEGO                    TRANSITION
                         INC.                  INC.                             HOLDINGS,                   CORPORATION
                                                |                                INC.
                                                |
                (1) (Pennsylvania) (a)  (1) (Texas) (a)                    (1) (California) (a)          (1) (Illinois) (a)

                                                See
                                                Supplement                         Percentages are rounded to the nearest whole
                                                #2j                                percent and are based on ownership of voting
                                                                                   rights.
</TABLE>
<PAGE>

<TABLE>

As of June 30, 1995                                               Supplement #2h



                                      AETNA
                                     HEALTH
                                   MANAGEMENT,
                                      INC.

                               (1) (Delaware) (a)
                                        |
                                        |
                                      100%
                                        |
                                        |
                                    PARTNERS
                                   ACQUISITION
                                    COMPANY,
                                      INC.

                                (1)(Delaware) (a)
                                        |
<S><C>                                  |
                   -----------------------------------------
                    |                                       |
                    |                                       |
                  100%                                    100%
                    |                                       |
                    |                                       |
                  AETNA                                   AETNA
               GOVERNMENT                                HEALTH
              HEALTH PLANS,                             PLANS OF
                  INC.                              CALIFORNIA, INC.

          (1) (California) (a)                    (1) (California) (a)


</TABLE>


                           Percentages are rounded to the nearest whole percent
                           and are based on ownership of voting rights.



<PAGE>

As of June 30, 1995                                               Supplement #2j

<TABLE>



                                   HEALTHWAYS
                                    SYSTEMS.
                                      INC.

                               (1) (Delaware) (a)
                                        |
<S><C>                                  |
                    ----------------------------------------
                    |                                       |
                    |                                       |
                  100%                                    100%
                    |                                       |
                  AETNA                                   AETNA
                 HEALTH                                  HEALTH
                PLANS OF                                PLANS OF
                NEW YORK                               NEW JERSEY,
                  INC.                                    INC.
            (1)(New York)(a)                       (1)(New Jersey)(a)

</TABLE>




                            Percentages are rounded to the nearest whole percent
                            and are based on ownership of voting rights.



<PAGE>

As of June 30, 1995                                               Supplement #2j

<TABLE>



                                       MED
                                   SOUTHWEST,
                                      INC.

                                 (1) (Texas) (a)
                                        |
                                        |
<S><C>              ----------------------------------------
                    |                                       |
                    |                                       |
                  100%                                    100%
                    |                                       |
                SOUTHWEST                                 AETNA
               PHYSICIANS                             HEALTH PLANS
             LIFE INSURANCE                                OF
                 COMPANY                              NORTH TEXAS,
                                                          INC.

             (1) (Texas) (a)                         (1) (Texas) (a)

</TABLE>




                            Percentages are rounded to the nearest whole percent
                                    and are based on ownership of voting rights.



<PAGE>
<TABLE>
<CAPTION>

     As of June 30, 1995                                         THE                                   Supplement #3
                                                              STANDARD
                                                                FIRE
                                                              INSURANCE
                                                               COMPANY
                                                         (1)(Connecticut)(a)
                                                                  |
               ---------------------------------------------------|-------------------------------------------------
<S><C>         |                             |                    |                  |                             |
             100%                          100%                   |                100%                          100%
               |                             |                    |                  |                             |
        THE AUTOMOBILE                     AETNA                  |                AETNA                         AETNA
           INSURANCE                     PERSONAL                 |              INSURANCE                     INSURANCE
           COMPANY                       SECURITY                 |               COMPANY                       COMPANY
         OF HARTFORD,                    INSURANCE                |             OF ILLINOIS
          CONNECTICUT                     COMPANY                 |
    (1) (Connecticut ) (a)          (1)(Connecticut)(a)           |         (1) (Illinois) (a)            (1)(Connecticut)(a)
                                                                  |
               ---------------------------------------------------|-------------------------------------------------
               |                               |                                     |                             |
             100%                            100%                                   44%                            25%*
               |                             |                                       |                             |
              AE                             COMMUNITY                             AETNA                         THE
          PROPERTIES,                        REHABILITATION                        ASIA                          AETNA
             INC.                            INVESTMENT                            TRUST                     INTERNATIONAL
                                             CORPORATION                                                       UMBRELLA
                                                                                                                 FUND
     (1) (California) (a)                    (1) (Connecticut ) (a)         (5) (Hong Kong) (b)          (1) (Luxembourg) (b)
               |
               |
              See
          Supplement
              #3a





* Percentage controlled by Aetna Life and Casualty Company includes ownership by the following:
  Aetna Life and Casualty Company 1%,The Aetna Casualty and Surety Company's Global Account
  6%, Aetna Investment Management (B.V.I.) Nominees Ltd. 7%, Aetna Life Insurance Company of    Percentages are rounded to the
  Canada 1%, Aetna Re-Insurance Company (U.K.) Ltd 2%, Aetna Fund Managers (F.E.) Limited       nearest whole percent and are based
  1%  and ALICA Taiwan 1%.                                                                      on ownership of voting rights.
</TABLE>

<PAGE>


<TABLE>

As of June 30, 1995                                              AE                                                   Supplement #3a
                                                             PROPERTIES,
                                                                INC.


<S><C>                                                  (1) (California) (a)
                              ------------------------------------|----------------------------------
                              |                   |               |                                 |
                            100%                50% *             |                               50% *
                              |                   |               |                                 |
                          INDUSTRY           CROSSROADS           |                               KOLL
                            LAND               LIMITED            |                             BUSINESS
                         DEVELOPMENT                              |                             CENTERS-
                           COMPANY                                |                             BAY AREA
                                                                  |
                    (1) (California) (a) (2) (California) (b)     |                       (2) (California) (b)
                                                                  |
                              ------------------------------------|------------------------------------------------------
                              |                   |               |              |                                      |
                            50% *                75%              |             78%                                    51%
                              |                   |               |              |                                      |
                            KOLL               BAYHILL            |           BAYHILL                                AE TOWN
                          BUSINESS              FIVE              |            FOUR                                    AND
                          CENTERS-           ASSOCIATES           |         ASSOCIATES                               COUNTRY
                        SAN DIEGO #2                              |                                                  LIMITED
                                                                  |
                    (2) (California) (b) (2) (California) (b)     |    (2) (California) (b)                     (2) (Arizona) (b)
                                                                  |
                                                  ----------------|--------------------------------------------------------
                                                  |                              |                  |                     |
                                                57%**                           30%                50%                   50%
                                                  |                              |                  |                     |
                                              INDUSTRY                         PRATT           BAYHILL VII             BAYHILL
                                              PARTNERS                        STREET           ASSOCIATES            RESTAURANT
                                                                              LIMITED                               II ASSOCIATES

                                      (2) (California) (a)          (2) (Connecticut) (b) (2) (California) (b) (2) (California) (b)

 * AE Properties, Inc. is a 49% general partner and a 1% limited partner.
** AE Properties, Inc. is a 57% general partner and Industry Land Development   Percentages are rounded to the nearest whole percent
   Company is a 43% general partner.                                            and are based on ownership of voting rights.

</TABLE>
<PAGE>


<TABLE>



As of January 1, 1996                                                                                                  Supplement #4

                                                                AETNA
                                                             RETIREMENT
                                                           SERVICES, INC.


                                                        (1) (Connecticut) (a)
<S><C>                                                            |
          ----------------------------------------------------------------------------------------------------------
           |                               |                                            |                           |
         100%                            100%                                         100%                        100%
           |                               |                                            |                           |
     SYSTEMATIZED                     AETNA LIFE                                      AETNA                       AETNA
       BENEFITS                        INSURANCE                                   INVESTMENT                   FINANCIAL
    ADMINISTRATORS,                   AND ANNUITY                                   SERVICES,                   SERVICES,
         INC.                           COMPANY                                       INC.                        INC.

 (1) (Connecticut) (a)           (1) (Connecticut) (a)                        (1) (Connecticut) (a)       (1) (Connecticut) (a)

                                           |
                                           |
                                  See Supplement #4a



</TABLE>

                            Percentages are rounded to the nearest whole percent
                            and are based on ownership of voting rights.



<PAGE>
<TABLE>
<CAPTION>


As of January 1, 1996                                                                       Supplement #4a
                                                   AETNA LIFE
                                                   INSURANCE
                                                  AND ANNUITY
                                                    COMPANY

                                              (1)(Connecticut)(a)
<S><C>                                                   |
             -----------------------------------------------------------------------------------------
             |                      |                    |                     |                     |
            100%                   100%                  |                    99%                   100%
             |                      |                    |                     |                     |
           AETNA                  AETNA                  |                   AETNA                  AETNA
         INSURANCE               PRIVATE                 |                   INCOME                VARIABLE
          COMPANY                CAPITAL                 |                   SHARES                 ENCORE
         OF AMERICA                INC.                  |                                           FUND
                                                         |
    (1)(Connecticut)(a)     (1)(Connecticut)(a)          |             (5)(Massachusetts)(b)   (5)(Massachusetts)(b)
                                                         |
          --------------------------------------------------------------------------------------------
          |                        |                     |                      |                    |
         100%                     97%*                  100%                   100%                 6%**
          |                        |                     |                      |                    |
        AETNA                    AETNA                 AETNA                  AETNA                 AETNA
       GET FUND                 VARIABLE             GENERATION             INVESTMENT             SERIES
       SERIES B                   FUND               PORTFOLIOS,             ADVISERS               FUND,
                                                         INC.               FUND, INC.               INC.

(5)(Massachusetts)(b)     (5)(Massachusetts)(b)     (1)(Maryland)(b)     (1)(Maryland)(b)     (1)(Maryland)(b)




 * Aetna Life Insurance Company owns 3% of the total
   outstanding stock of Aetna Variable Fund.
** Aetna Life Insurance Company owns 1%.                    Percentages are rounded to the nearest whole percent
                                                            and are based on ownership of voting rights
</TABLE>
<PAGE>

<TABLE>
<CAPTION>

As of June 30, 1995                                                                                                    Supplement #5
                                                AETNA
                                               CANADA
                                              HOLDINGS
                                               LIMITED

<S><C>                                    (1) (Canada) (a)
                                                  |
          ----------------------------------------|------------------------------------------------------------
          |                   |                   |                   |                   |                   |
        100%                100%                92%*                70%**               100%                100%
          |                   |                   |                   |                   |                   |
        AETNA            AETNA LIFE            EQUINOX             2733854              AETNA               AETNA
        TRUST             INSURANCE           FINANCIAL            CANADA              CAPITAL           ACCEPTANCE
       COMPANY             COMPANY   --8%--     GROUP    --30%--    LTD.             MANAGEMENT          CORPORATION
                          OF CANADA             INC.                                   LIMITED             LIMITED

   (1) (B.C.) (a)     (1) (Canada) (a)    (1) (Canada) (a)    (1) (Canada) (a)    (1) (Ontario) (a)   (1) (Ontario) (a)
                              |
          --------------------|----------------------------------------
          |                   |                   |                   |
         25%                100%                100%                100%
          |                   |                   |                   |
       ECLIPSE              AETNA              LANDEX           MOUNT-BATTEN
       CLAIMS             BENEFITS           PROPERTIES          PROPERTIES
      SERVICES,          MANAGEMENT             LTD.               LIMITED
        INC.                INC.

  (1) (Ontario) (b)    (1) (Canada(a)      (1) (B.C.) (a)     (1) (Ontario) (a)
                              |                                       |
                              |                                       |
                              |                                       |
                             20%                                     45%
                              |                                       |
                             PVS                                  CHURCHILL
                          PREFERRED                                OFFICE
                           VISION                                   PARK
                          SERVICES                                 LIMITED
                            INC.
                      (1) (Canada) (b)                        (1) (Canada) (b)


 * Aetna Life Insurance Company of Canada owns 8% of this corporation.
** Equinox Financial Group, Inc. owns 30% of this corporation.            Percentages are rounded to the nearest whole percent and
                                                                          are based on ownership of voting rights.

</TABLE>

<PAGE>
<TABLE>
<CAPTION>


As of June 30, 1995                                                 AETNA                  Supplement #6
                                                                INTERNATIONAL,
                                                                      INC.
                                                                       |
                                                              (1)(Connecticut)(a)
                                                                       |
<S><C>    ------------------------------------------------------------------------
         |                |                   |                |               |
        100%             100%                50%              100%             |
         |                |                   |                |               |
        AETNA            AETNA            EAST ASIA            AE              |
    INTERNATIONAL    INTERNATIONAL          AETNA           INSURANCE          |
      HOLDINGS           FUND             INSURANCE         (CAYMAN)           |
    (HONG KONG) I     MANAGEMENT           COMPANY            LTD.             |
       LIMITED           INC.          (BERMUDA) LTD.                          |
  (1)(Hong Kong)(a)  (1)(Connecticut)  (a)(1)(Bermuda)  (b)(1)(Cayman)(a)      |
          |                                   |                                |
          |                                   |                -------------------
          |                                   |                |               |
       35% **                               100%              100%             |
          |                                   |                |               |
     BLUE CROSS                           EAST ASIA          AETNA           See
   (ASIA PACIFIC)                          AETNA          INTERNACIONAL   Supplement
     INSURANCE                           SERVICES           DE MEXICO        #6a
       LTD.                               COMPANY          S.A. DE C.V.
                                          LIMITED
(1)(Hong Kong)(b)                     (1)(Hong Kong)(b)     (1)(Mexico)(a)
         |                                                     |
         |                                                     |
        See                                                   See
    Supplement                                            Supplement
       #6b                                                    #6c

</TABLE>

<TABLE>
<CAPTION>
     AETNA
 INTERNATIONAL,
     INC.
      |
(1)(Connecticut)(A)
<S><C>|
- -------------------------------------------------------------
      |                 |                                   |
      80%               100%                               100%
      |                 |                                   |
    ALICA              AETNA                              AETNA
  HOLDINGS             LIFE                           INTERNATIONAL
     INC.             INSURANCE                          HOLDINGS
                       COMPANY OF                     (HONG KONG) II
                       AMERICA                          LIMITED
(1)(Connecticut)(a)   (1)(Connecticut)(a)           (1)(Hong Kong)(a)
     |                  |                                   |
     |                  |                                   |
     |                  |                                   |
    75% *             50%                                   82%
     |                  |                                   |
  AETNA          PT DANAMON-                               DAYA
   S.A.          AETNA LIFE                               AETNA
                  INSURANCE                             (MALAYSIA)
                 COMPANY                                 SDN. BHD.
(1)(Chile)(a)  (1)(Indonesia)(a)                     (1)(Malaysia)(a)
    |                                                       |
    |                                                       |
   See                                                    100%
Supplement
  #6d                                                     AETNA
                                                        UNIVERSAL
                                                        INSURANCE
                                                        SDN. BHD.
                                                    (1)(Malaysia)(a)



 * Aetna Life and Casualty Company owns 25% of this corporation.            Percentages are rounded to the nearest whole percent
** East Asia Aetna Insurance Company (Bermuda) Ltd. owns 30% of             and are based on ownership of voting rights.
   Blue Cross (Asia Pacific) Insurance Ltd.
</TABLE>


<PAGE>


<TABLE>


As of June 30, 1995                                                                                                   Supplement #6a



                                                                AETNA
                                                           INTERNATIONAL,
                                                                INC.
                                                                  |
                                                                  |

<S><C>                                                   (1)(Connecticut)(a)
        ---------------------------------------------------------------------------------------------------------------
        |                  |                      |                       |                     |                     |
      100%               100%                   100%                    100%                  97%*                  100%
        |                  |                      |                       |                     |                     |
      AETNA              AETNA                  AETNA                  AE FIVE                AETNA                 AETNA
   INVESTMENT         INVESTMENT               CAPITAL              INCORPORATED           SECURITIES              CAPITAL
   MANAGEMENT         MANAGEMENT              HOLDINGS,                                    INVESTMENT            MANAGEMENT
    (TAIWAN)          (AUSTRALIA)               INC.                                       MANAGEMENT           INTERNATIONAL
     LIMITED            LIMITED                                                           (TAIWAN) LTD.             LTD.

(1) (Taiwan) (a)  (1) (Australia) (a)   (1) (Connecticut) (a)   (1) (Connecticut) (b)   (1) (Taiwan) (a)   (1) (United Kingdom (a)


      3% owned by various wholly-owned Aetna subsidiaries as nominee for       Percentages are rounded to the nearest whole percent
      Aetna International, Inc.                                                and are based on ownership of voting rights.

</TABLE>



<PAGE>


<TABLE>

As of June 30, 1995                                               Supplement #6b




                                   BLUE CROSS
                                 (ASIA PACIFIC)
                                    INSURANCE
                                      LTD.

                               (1) (Hong Kong) (b)
<S><C>                                  |
               ---------------------------------------------------
               |                        |                        |
             100%                     100%                     100%
               |                        |                        |
          TRAVELGUARD               TOURSAFE                TRAVELSAFE
            LIMITED                  LIMITED                  LIMITED



      (1) (Hong Kong) (b)      (1) (Hong Kong) (b)      (1) (Hong Kong) (b)

</TABLE>


          Percentages are rounded to the nearest whole percent and are based on
          ownership of voting rights.




<PAGE>
<TABLE>
<CAPTION>


As of June 30, 1995                                                                                                Supplement #6c



                                                             AETNA
                                                         INTERNACIONAL
                                                           DE MEXICO
                                                          S.A. DE C.V.

                                                        (1)(Mexico)(a)
                                                             |
                                                            15%*
                                                             |
                                                          VALORES
                                                         MONTERREY
                                                           AETNA,
                                                            S.A.
                                                          DE C.V.

                                                       (1)(Mexico)(b)
                                                             |
<S><C>  -------------------------------------------------------------------------------------------------------------------
        |                          |                         |                           |                                |
       100%                       100%                      100%                        100%                             95%
        |                          |                         |                           |                                |
     MEXIMED,                   FIANZAS                   SEGUROS                   GRUPO VAMSA,                     ASESORES EN
   S.A. DE C.V.                MONTERREY                 MONTERREY                  S.A. DE C.V.                      PROMOCION
                                 AETNA,                    AETNA,                                                    SEGUNOMINA
                                  S.A.                      S.A.                                                     S.A. DE C.V.

  (1)(Mexico)(a)             (1)(Mexico)(a)           (1)(Mexico)(a)              (1)(Mexico)(a)                   (1)(Mexico)(a)





*Aetna International, Inc. and AE Five, Inc. each own 15% of this corporation.
                                                                                Percentages are rounded to the nearest whole
                                                                           percent and are based on ownership of voting rights.
</TABLE>

<PAGE>

<TABLE>


As of June 30, 1995                                                                                                   Supplement #6d

                                                                        AETNA
                                                                        S.A.


                                                                   (1) (Chile (a)
                                                                          |
<S><C>                                                                    |
          -------------------------------------------------------------------------------------------------------------
          |                   |                   |          |            |                        |          |         |
       73%****              75%**               75%**        |          75%**                    50%*         |       75%**
          |                   |                   |          |            |                        |          |         |
        AETNA               AETNA               AETNA        |          AETNA                    AETNA        |       AETNA
        CHILE          ADMINISTRADORA          CREDITO       |        PENSIONES                PENSIONES      |       CHILE
       SEGUROS          DE FONDOS DE         HIPOTECARIO     |          S.A.                     PERU         |      SEGUROS
      GENERALES           INVERSION             S.A.         |                                   S.A.         |      DE VIDA
        S.A.                S.A.                             |                                                |       S.A.
   (1) (Chile) (a)     (1) (Chile) (a)     (1) (Chile) (a)   |     (1) (Chile) (a)          (1) (Peru) (a)    |  (1) (Chile) (a)
                                                             |            |                        |          |         |
                                                             |            |                        |          |         |
          ----------------------------------------------------                                                -----------
          |                   |                   |                       |                        |                    |
         60%              85%*****             68%***                    52%                      30%                 100%
          |                   |                   |                       |                        |                    |
        AETNA               AETNA               AETNA              ADMINISTRADORA           ADMINISTRADORA            AETNA
        VIDA            INTERNATIONAL           SALUD                 DE FONDOS                DE FONDOS           INVERSIONES
        S.A.                PERU                S.A.                DE PENSIONES             DE PENSIONES           LIMITADA
                            S.A.                                     SANTA MARIA                INTEGRA
                                                                         S.A.                     S.A.
 (1) (Argentina) (a)   (1) (Peru) (a)      (1) (Chile) (a)         (1) (Chile) (a)          (1) (Peru) (a)    (1) (Chile) (a)
                              |                                           |
                             34%                                        100%
                              |                                           |
                          COMPANIA                                   SANTA MARIA
                         DE SEGUROS                                 INTERNACIONAL
                           CONDOR                                       S.A.
                            S.A.

                       (1) (Peru) (a)                              (1) (Chile) (a)



*     Santa Maria Internacional S.A owns 50% of this company.
**    Aetna Inversions Limitada owns 25% of these companies.
***   Aetna Inversions Limitada owns 23% of this company.
****  Aetna Inversions Limitada owns 24% of this company.                Percentages are rounded to the nearest whole percent and
***** Aetna Chile Seguros DeVida S.A. and Aetna Chile                    are based on ownership of voting rights.
      Seguros Generales S.A. have combined ownership of 15%.

</TABLE>



<PAGE>
<TABLE>
<CAPTION>

As of June 30, 1995                                        Supplement #7


                                      AETNA
                                  INTERNATIONAL
                                     (N.Z.)
                                     LIMITED

                              (1) (New Zealand) (a)
                                        |
                                        |
                                       50%
                                        |
                                        |
                                      AETNA
                                     HEALTH
                                     (N.Z.)
                                     LIMITED

                              (1) (New Zealand) (a)
                                        |
<S>   <C>      ---------------------------------------------------
               |                        |                        |
               |                        |                        |
              100%                     100%                     100%
               |                        |                        |
               |                        |                        |
           AETNA LIFE                 FIRST                   MANAGED
           INSURANCE                 MEDICAL                 CARE NEW
             (N.Z.)                CORPORATION                ZEALAND
             LIMITED                 LIMITED                  LIMITED

      (1) (New Zealand) (a)   (1) (New Zealand) (a)   (1) (New Zealand) (a)





                                           Percentages are rounded to the nearest whole percent
                                           and are based on ownership of voting rights.


</TABLE>

<PAGE>

Form B
Response to Item 2 Exhibit 1
As of December 31, 1994

<TABLE>


                                                                              AETNA                                  Supplement #2b
                                                                              LIFE
                                                                            INSURANCE
                                                                             COMPANY
                                                                               |
                                                                       (1)(Connecticut)(a)
<S>  <C>                                                                       |
       ---------------------------------------------------------------------------------------------------------------------
       |                   |                    |                  |           |         |                 |               |
      99%*                100%                 99%*               99%*         |        80%               80%             75%
       |                   |                    |                  |           |         |                 |               |
    ENSENADA            TREVOSE                OAKS               OAKS         |      KBC-RED             KBC-          C.R.I.
     DE LAS            HOSPITALITY,             AT                 AT          |        HILL           EASTSIDE         HOTEL
   COLINAS I              INC.                VALLEY             VALLEY        |      LIMITED           LIMITED       ASSOCIATES,
  ASSOCIATES                                  RANCH I           RANCH II       |    PARTNERSHIP       PARTNERSHIP        L.P.
                                                                               |
  (2)(Texas)(b)    (1)(Connecticut)(b)     (2)(Texas)(b)      (2)(Texas)(b)    | (2)(California)(b) (2)(Arizona)(b)  (2)(Iowa)(b)
                                                                               |
                                                                               |
                                                                               |
                                                                               |
       ---------------------------------------------------------------------------------------------------------------------
       |                     |                  |                   |          |        |              |                   |
      100%                  100%               100%                100%        |       100%           99%***              60%
       |                     |                  |                   |          |        |              |                   |
    TRUMBULL              TRUMBULL           TRUMBULL            TRUMBULL      |     SOUTHEAST      SOUTHFIELD          LINCOLN
      ONE,                  TWO,              THREE,               FOUR,       |      SECOND         PARTNERS           RANCHO
      INC.                  INC.               INC.                INC.        |      AVENUE,                          CUCAMONGA
                                                                               |       INC.                            ASSOCIATES
                                                                               |
(1)(Connecticut)(a) (1)(Connecticut)(a) (1)(Connecticut)(a) (1)(Connecticut)(a)|(1)(Delaware)(a) (2)(Maryland)(b) (2)(California)(b)
                                                                               |
                                                                               |
                                                                               |------------------------
                                                                               |                       |
                                                                               |                      99%**
                                                                               |                       |
                                                                              See                    VILLAGE
                                                                           Supplement               GREEN OF
                                                                              #2c                    MADISON
                                                                                                     HEIGHTS

                                                                                                 (2)(Michigan)(b)


  * Aetna Life Insurance Company is a 99% general partner and Trumbull One, Inc. is a 1% limited partner.
 ** Aetna Life Insurance Company is a 99% general partner and Trumbull Three, Inc. is a 1% limited partner.
*** Aetna Life Insurance Company is a 99% general partner and Trumbull Four, Inc. is a 1% limited partner.    Percentages are
                                                                                                              rounded to the nearest
                                                                                                              whole percent and are
                                                                                                              based on ownership of
                                                                                                              voting rights.

                                                         Page 32

</TABLE>

<PAGE>
ITEM 27.  NUMBER OF CONTRACT OWNERS

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

ITEM 28.  INDEMNIFICATION

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

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

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

ITEM 29.  PRINCIPAL UNDERWRITER

     (a) In addition to serving as the principal underwriter for the Registrant,
         Aetna Life Insurance and Annuity Company (ALIAC) also acts as the
         principal underwriter for Variable Life

<PAGE>

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

     (b) See Item 25 regarding the Depositor.

     (c) Compensation as of December 31, 1995:
<TABLE>
<CAPTION>

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

Name of              Net Underwriting        Compensation
Principal            Discounts and           on Redemption          Brokerage
Underwriter          Commissions             or Annuitization       Commissions       Compensation*
- -----------          ----------------        ----------------       -----------       -------------
<S>                  <C>                     <C>                    <C>                <C>
Aetna Life                                       $  **                                   $    **
insurance and
Annuity
Company
</TABLE>

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

**   To be updated by amendment.

ITEM 30.  LOCATION OF ACCOUNTS AND RECORDS

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

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

ITEM 31.  MANAGEMENT SERVICES

     Not applicable

ITEM 32.  UNDERTAKINGS

<PAGE>

Registrant hereby undertakes:

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

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

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

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

<PAGE>
                                   SIGNATURES

     As required by the Securities Act of 1933, as amended, and the Investment
Company Act of 1940, the Registrant, Variable Annuity Account C of Aetna Life
Insurance and Annuity Company, has caused this Post-Effective Amendment No. 5 to
its Registration Statement on Form N-4 (File No. 33-75982) to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Hartford,
State of Connecticut, on the 19th day of February, 1996.

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

                                  By:  AETNA LIFE INSURANCE AND ANNUITY
                                       COMPANY
                                          (DEPOSITOR)


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


     As required by the Securities Act of 1933, as amended, this Post-Effective
Amendment No. 5 to the Registration Statement on Form N-4 (File No. 33-75982)
has been signed by the following persons in the capacities and on the dates
indicated.

<TABLE>
<CAPTION>

Signature                          Title                                                             Date
- ---------                          -----                                                             ----
<S>                                <C>                                                              <C>
Daniel P. Kearney*                  Director and President                                 )
- -----------------------             (principal executive officer)                          )
Daniel P. Kearney                                                                          )
                                                                                           )
David E. Bushong*                   Acting Chief Financial Officer                         )         February
- -----------------------                                                                    )         19, 1996
David E. Bushong                                                                           )
                                                                                           )
Eugene M. Trovato*                  Vice President, Chief Accounting Officer and           )
- -----------------------             Corporate Controller                                   )
Eugene M. Trovato                                                                          )
                                                                                           )
Timothy A. Holt*                    Director                                               )
- ------------------------                                                                   )
Timothy A. Holt                                                                            )
                                                                                           )
Christopher J. Burns*               Director                                               )
- ------------------------                                                                   )
Christopher J. Burns                                                                       )
                                                                                           )
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

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


By:  /s/ Julie E. Rockmore
     ----------------------------------------
     Julie E. Rockmore
     *Attorney-in-Fact
</TABLE>
<PAGE>
                           VARIABLE ANNUITY ACCOUNT C
                                  EXHIBIT INDEX

<TABLE>
<CAPTION>

Exhibit No.       Exhibit                                                                          Page
- -----------       -------                                                                          ----
<S>               <C>                                                                              <C>
99-B.1            Resolution of the Board of Directors of Aetna Life Insurance and                     *
                  Annuity Company establishing Variable Annuity Account C

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

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

99-B.4.1          Form of Variable Annuity Contract (G-CDA-HF)                                         *

99-B.4.2          Form of Variable Annuity Contract (G-CDA-HD)                                        **

99-B.5            Form of Variable Annuity Contract Application (300-GTD-IA)                           *

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

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

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

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

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

</TABLE>

*Incorporated by reference

<PAGE>

<TABLE>
<CAPTION>


Exhibit No.     Exhibit                                                                            Page
- -----------     -------                                                                            ----
<S>             <C>                                                                               <C>
99-B.8.5          Fund Participation Agreement between Aetna Life Insurance and                         *
                  Annuity Company and Franklin Advisers, Inc. dated January 31, 1989

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

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

99-B.8.8          Fund Participation Agreement between Aetna Life Insurance and                         *
                  Annuity Company and Advisers Management Trust (now
                  Neuberger & Berman Advisers Management Trust) dated April
                  14, 1989

99-B.8.9          Fund Participation Agreement between Aetna Life Insurance and                         *
                  Annuity Company and Scudder Variable Life Investment Fund
                  dated April 27, 1992 and amended February 19, 1993 and
                  August 13, 1993

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

99-B.9            Opinion of Counsel                                                                    **

99-B.10.1         Consent of Independent Auditors                                                       **

99-B.10.2         Consent of Counsel                                                                    **

99-B.13           Computation of Performance Data                                                       **

99-B.15.1         Powers of Attorney

                                                                                                        -------
</TABLE>

*Incorporated by reference
**To be filed by amendment


<PAGE>

<TABLE>
<CAPTION>

Exhibit No.       Exhibit                                                                         Page
- -----------       -------                                                                         ----
<S>               <C>                                                                             <C>
99-B.15.2         Authorization for Signatures                                                          *

27                Financial Data Schedule                                                               **
</TABLE>

*Incorporated by reference
**To be filed by amendment
<PAGE>
                                   PROSPECTUS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

This  Prospectus generally  describes group deferred  variable annuity contracts
("Contracts")  issued  by  Aetna  Life   Insurance  and  Annuity  Company   (the
"Company").  The  Contracts  are  available  through  participation  in deferred
compensation plans ("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 under qualified defined contribution plans
under Section 401(a) of the Code. Only group contracts are currently offered for
sale;  however,  "Contracts"  shall  also  refer  to  employer-owned  individual
Contracts issued in connection with Plans in the past.

The Contracts provide that contributions may be allocated to one or more of  the
Credited  Interest Options  or to  one or  more of  the Subaccounts  of Variable
Annuity Account C,  a separate account  of the Company.  The Subaccounts  invest
directly in shares of the following Funds:

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

The  Credited Interest  Options currently available  under the  Contract are the
Guaranteed Accumulation Account, the Fixed  Account and the Fixed Plus  Account.
Except  as specifically  mentioned, this  Prospectus describes  only investments
through the  Separate Account.  A  brief description  of  each of  the  Credited
Interest  Options  is contained  in  Appendices to  this  Prospectus. Additional
information concerning the  Guaranteed Accumulation  Account is  contained in  a
separate prospectus.

The  availability of the Funds  and the Credited Interest  Options is subject to
applicable regulatory authorization. Not all Funds or Credited Interest  Options
may  be available in  all jurisdictions, under  all Contracts, or  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 16 of this Prospectus.  An
SAI  may be obtained by indicating the request  on the enrollment form or on the
prospectus receipt contained in this Prospectus, or by calling the number listed
under the "Inquiries" section of the Prospectus Summary.

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

THE SECURITIES OFFERED BY THIS PROSPECTUS 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
    The Funds........................................................................                   1
    Credited Interest Options........................................................                   4
PURCHASE
    Contract Availability............................................................                   4
    Contract Purchase................................................................                   4
    Purchase Payments................................................................                   4
    Right to Cancel..................................................................                   5
    Transfer Credits.................................................................                   5
CHARGES AND DEDUCTIONS
    Daily Deductions from the Separate Account.......................................                   5
    Maintenance Fee..................................................................                   5
    Deferred Sales Charge............................................................                   6
    Fund Expenses....................................................................                   7
    Premium and Other Taxes..........................................................                   7
CONTRACT VALUATION...................................................................                   8
TRANSFERS............................................................................                   8
    Dollar Cost Averaging Program....................................................                   8
WITHDRAWALS..........................................................................                   8
ADDITIONAL WITHDRAWAL OPTIONS........................................................                   9
DEATH BENEFIT DURING ACCUMULATION PERIOD.............................................                  10
ANNUITY PERIOD
    Annuity Period Elections.........................................................                  10
    Annuity Options..................................................................                  11
    Annuity Payments.................................................................                  11
    Charges Deducted During the Annuity Period.......................................                  12
    Death Benefit Payable During the Annuity Period..................................                  12
TAX STATUS
    Introduction.....................................................................                  13
    Taxation of the Company..........................................................                  13
    Contracts Used with Certain Retirement Plans.....................................                  13
    Section 457 Plans................................................................                  14
    Section 401(a) Plans.............................................................                  14
MISCELLANEOUS
    Voting Rights....................................................................                  15
    Modification of the Contract.....................................................                  15
    Distribution.....................................................................                  15
    Performance Reporting............................................................                  15
    Transfer of Ownership; Assignment................................................                  16
    Delay or Suspension of Payments..................................................                  16
    Legal Matters and Proceedings....................................................                  16
</TABLE>
<PAGE>
<TABLE>
<S>                                                                                    <C>
CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION..................................                  15
APPENDIX I--GUARANTEED ACCUMULATION ACCOUNT..........................................                  16
APPENDIX II--FIXED ACCOUNT...........................................................                  17
APPENDIX III--FIXED PLUS ACCOUNT.....................................................                  18
</TABLE>

NO  PERSON  IS AUTHORIZED  BY THE  COMPANY TO  GIVE INFORMATION  OR TO  MAKE ANY
REPRESENTATIONS, OTHER THAN  THOSE CONTAINED IN  THIS PROSPECTUS, IN  CONNECTION
WITH  THE  OFFERS  CONTAINED  IN  THIS  PROSPECTUS.  THIS  PROSPECTUS  DOES  NOT
CONSTITUTE AN  OFFERING IN  ANY  JURISDICTION IN  WHICH  SUCH OFFERING  MAY  NOT
LAWFULLY BE MADE.
<PAGE>
                                  DEFINITIONS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

As used in this Prospectus, the following terms have the meanings shown:

ACCOUNT:  A record established for each Participant, as directed by the Contract
Holder, to identify contract values during the Accumulation Period.

ACCOUNT VALUE: The total dollar  value of amounts held in  an Account as of  any
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,  for a definite period or a  combination
of the two.

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: The Internal Revenue Code of 1986, as amended.

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

CONTRACTS:  The  group  and  individual  deferred,  variable  annuity  contracts
described in this Prospectus.

CONTRACT BENEFICIARY: The Contract Holder is the Contract Beneficiary.

CONTRACT  HOLDER: The entity to which the  Contract is issued. Under Section 457
Plans, the Contract  Holder has all  right, title and  interest in amounts  held
under  the Contract. Under  Section 401 Plans, Participants  have such rights as
are authorized by the Contract Holder and by the terms of the Plan.

CREDITED INTEREST OPTIONS: The  fixed interest options  under the Contract.  The
Credited  Interest  Options  currently consist  of  the  Guaranteed Accumulation
Account, the  Fixed  Account  and the  Fixed  Plus  Account, each  of  which  is
described  in an Appendix to this  Prospectus. Amounts allocated to the Credited
Interest Options are included in the Account Value.

FUND(S): An open-end management investment company whose shares are purchased by
the Separate Account to fund the benefits provided by the Contracts.

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. Under Section 457 Plans, Participants have no rights to the assets
accumulated  under the  Plan. Under  Section 401  Plans, Participants  have such
rights as are authorized by the Contract Holder and by the terms of the Plan.

PLAN BENEFICIARY: The person entitled to receive benefits under the Plan in  the
event of the Participant's death.

PLANS: Section 457 Plans or Section 401 Plans.

PURCHASE PAYMENT(S): The gross payment(s) made to the Company under a Contract.

- --------------------------------------------------------------------------------
                                DEFINITIONS - 1
<PAGE>
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.

SECTION  457  PLAN:  Deferred  compensation plans  adopted  by  state  and local
governments for  their  employees or  independent  contractors (or  both)  under
Section 457 of the Code.

SECTION  401  PLAN:  Defined  contribution  plans  adopted  by  state  and local
governments under Section 401 of the Code.

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  a  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 offered in this Prospectus are group deferred variable annuity
contracts  issued by Aetna  Life Insurance and  Annuity Company (the "Company").
The purpose of the Contract is to accumulate values and to provide benefits upon
retirement. The Contracts are available in connection with deferred compensation
plans of  state  and  local  governments  for  their  employees  or  independent
contractors,  or both, under Section 457 of  the Code, and for qualified defined
contribution plans under Section 401(a) of the Code (collectively referred to as
"Plans").

CONTRACT PURCHASE

    The Contract may be purchased by eligible organizations on behalf of a group
made up of their employees. An Account is established for eligible employees  by
completing  the enrollment  form (and any  other required  forms) and submitting
them to the  Company. Purchase Payments  can be applied  to the Contract  either
through  a lump-sum transfer  from a pre-existing  plan, through periodic salary
reductions or through periodic employer contributions. (See "Purchase.")

FREE LOOK PERIOD

    Contract Holders have  the right  to cancel  their Contract  within 10  days
after  receiving it (or as otherwise allowed by state law) by returning it to us
along  with  a  written  notice  of  cancellation.  Unless  state  law  requires
otherwise,  the  amount  received  upon cancellation  under  this  provision may
reflect the investment  performance of  the Purchase Payments  deposited in  the
Separate  Account while invested.  In certain cases,  this may be  less than the
amount of the 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 earn  fixed rates  of  interest. The  fixed  options available  under  the
Contract are the Guaranteed Accumulation Account ("GAA"), the Fixed Account, and
the Fixed Plus Account. (See the Appendices to this Prospectus.)

CHARGES AND DEDUCTIONS

    Certain  charges are associated with  these Contracts. These charges include
daily deductions  from the  Separate  Account (the  mortality and  expense  risk
charge and an administrative charge), 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 made  from the
Credited Interest Options.) (See "Transfers.")

- --------------------------------------------------------------------------------
                                  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.  Limitations apply  to withdrawals  from  the Fixed  Plus Account.
Certain charges may  be assessed upon  withdrawal. The withdrawals  may also  be
subject to income tax. (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.")

DEATH BENEFIT

    The Contract  provides that  a  death benefit  is  payable to  the  Contract
Beneficiary  upon  the death  of the  Participant before  the Annuity  Date. The
Contract Holder may direct  that we make such  payment to the Plan  Beneficiary.
The  amount of the death  benefit will be equal to  the Account Value. Until the
election of a method  of payment, the Account  Value will remain invested  under
the Contract. The Contract Holder, on behalf of a Plan 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
Contract  Beneficiary depending upon  the terms of the  Contract and the Annuity
Option selected. (See "Annuity Period--Death Benefit Payable During the  Annuity
Period.")

THE ANNUITY PERIOD

    On the Annuity Date, the Contract Holder, on your behalf, may elect to begin
receiving  Annuity Payments on either a  fixed, variable or combination of 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  Section 457 Plans,  contributions and earnings  are not generally taxed
until paid or made available under  the employer's Plan. Withholding for  income
tax  may be imposed on certain withdrawals. For Section 401 Plans, contributions
and earnings are generally  taxed when they are  distributed, and a 10%  federal
penalty  tax 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
   (For AetnaPlus Contracts):                             in the allocation of Account Values, call:
                                                          1-800-262-3862)

 -  Call Customer Service                                 1-800-677-4636 (for automated transfers or changes
   (For Multiple Option Contracts):                       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 when the Contract is purchased.  Some expenses may vary as explained  under
"Charges  and Deductions." The  charges and expenses shown  below do not include
premium taxes that may  be applicable. For  more information regarding  expenses
paid out of assets of a particular Fund, see the Fund's prospectus.

DIRECT  CHARGES. These charges  are deducted daily 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>
<S>                                       <C>
       INSTALLMENT PURCHASE PAYMENT ACCOUNTS

<CAPTION>
PURCHASE PAYMENT
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%

         SINGLE PURCHASE PAYMENT ACCOUNTS
<CAPTION>
ACCOUNT YEARS
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>

<TABLE>
<S>                                                                     <C>              <C>
ANNUAL CONTRACT MAINTENANCE FEE--Installment Purchase Payment Accounts.................  $   20.00
                              --Single Purchase Payment Accounts.......................  $    0.00

The maintenance fee will generally be deducted annually from each
Installment Purchase Payment Account during the Accumulation Period.
The amount of the maintenance fee may be reduced or eliminated. See
"Charges and Deductions--Maintenance Fee." 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>              <C>
MORTALITY AND EXPENSE RISK FEES........................................................      1.25%

ADMINISTRATIVE EXPENSE EXPENSE CHARGE. We currently do not impose an Administrative
Charge. ...............................................................................         0%
However, we reserve the right to deduct a daily charge from the
Subaccounts equivalent on an annual basis to not more than 0.25%.
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, the following figures are a percentage of average
net  assets and, except where otherwise indicated,  are based on figures for the
year ended December 31, 1995. 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                          0.25%
 Aetna Income Shares                          0.25%
 Aetna Variable Encore Fund                   0.25%
 Aetna Investment Advisers Fund, Inc.         0.25%
 Aetna Ascent Variable Portfolio(2)           0.50%
 Aetna Crossroads Variable Portfolio(2)       0.50%
 Aetna Legacy Variable Portfolio(2)           0.50%
 Alger American Growth Portfolio
 Alger American Small Cap Portfolio
 Calvert Responsibly Invested Balanced
  Portfolio
 Fidelity VIP II Contrafund
  Portfolio(2)
 Fidelity VIP Equity-Income
  Portfolio(3)
 Fidelity VIP Growth Portfolio(3)
 Fidelity VIP Overseas Portfolio
 Franklin Government Securities Trust
 Janus Aspen Aggressive Growth
  Portfolio(4)
 Janus Aspen Balanced Portfolio(4)
 Janus Aspen Flexible Income
  Portfolio(4)
 Janus Aspen Growth Portfolio(4)
 Janus Aspen Short-Term Bond
  Portfolio(4)
 Janus Aspen Worldwide Growth
  Portfolio(4)
 Lexington Natural Resources Trust
 Neuberger & Berman Growth Portfolio
 Scudder International Portfolio
 TCI Growth(5)
</TABLE>

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

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

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

The  following  Examples  illustrate  the expenses  that  would  have  been paid
assuming a $1,000 investment in the Contract and a 5% return on assets. For  the
purposes  of these Examples, the  maximum maintenance fee of  $20.00 that can be
deducted under the Contract has been  converted to a percentage of assets  equal
to ___%.

<TABLE>
<CAPTION>
                                                         EXAMPLE A                               EXAMPLE B
                                           -------------------------------------   -------------------------------------

                                           IF  YOU WITHDRAW  YOUR ENTIRE ACCOUNT   IF YOU DO  NOT WITHDRAW YOUR  ACCOUNT
                                           VALUE  AT  THE  END  OF  THE  PERIODS   VALUE, OR IF YOU ANNUITIZE AT THE END
                                           SHOWN, YOU  WOULD PAY  THE  FOLLOWING   OF  THE PERIODS SHOWN,  YOU WOULD PAY
                                           EXPENSES,  INCLUDING  ANY  APPLICABLE   THE  FOLLOWING EXPENSES  (NO DEFERRED
                                           DEFERRED SALES CHARGE:                  SALES CHARGE IS REFLECTED):*
                                           1 YEAR   3 YEARS   5 YEARS   10 YEARS   1 YEAR   3 YEARS   5 YEARS   10 YEARS
                                           ------   -------   -------   --------   ------   -------   -------   --------
 <S>                                       <C>      <C>       <C>       <C>        <C>      <C>       <C>       <C>
 Aetna Variable Fund
 Aetna Income Shares
 Aetna Variable Encore Fund
 Aetna Investment Advisers Fund, Inc.
 Aetna Ascent Variable Portfolio
 Aetna Crossroads Variable Portfolio
 Aetna Legacy Variable Portfolio
 Alger American Growth Portfolio
 Alger American Small Cap Portfolio
 Calvert Responsibly Invested Balanced
  Portfolio
 Fidelity VIP II Contrafund Portfolio
 Fidelity VIP Equity-Income Portfolio
 Fidelity VIP Growth Portfolio
 Fidelity VIP Overseas Portfolio
 Franklin Government Securities Trust
 Janus Aspen Aggressive Growth Portfolio
 Janus Aspen Balanced Portfolio
 Janus Aspen Flexible Income Portfolio
 Janus Aspen Growth Portfolio
 Janus Aspen Short-Term Bond Portfolio
 Janus Aspen Worldwide Growth Portfolio
 Lexington Natural Resources Trust
 Neuberger & Berman Growth Portfolio
 Scudder International Portfolio
 TCI Growth
</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 - 3
<PAGE>
                        CONDENSED FINANCIAL INFORMATION
                              AETNA PLUS CONTRACTS
   (SELECTED DATA FOR ACCUMULATION UNITS OUTSTANDING THROUGHOUT EACH PERIOD)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

THE CONDENSED FINANCIAL INFORMATION PRESENTED BELOW FOR EACH OF THE YEARS IN THE
TEN-YEAR PERIOD ENDED  DECEMBER 31, 1995  (AS APPLICABLE), IS  DERIVED FROM  THE
FINANCIAL  STATEMENTS OF THE  SEPARATE ACCOUNT, WHICH  FINANCIAL STATEMENTS HAVE
BEEN AUDITED  BY KPMG  PEAT  MARWICK LLP,  INDEPENDENT AUDITORS.  THE  FINANCIAL
STATEMENTS  AS OF AND FOR  THE YEAR ENDED DECEMBER  31, 1995 AND THE INDEPENDENT
AUDITORS'  REPORT  THEREON,  ARE  INCLUDED   IN  THE  STATEMENT  OF   ADDITIONAL
INFORMATION.
<TABLE>
<CAPTION>
                                             1995        1994         1993      1992      1991
                                          ----------  -----------  ----------  ------  ----------

<S>                                       <C>         <C>          <C>         <C>     <C>
AETNA VARIABLE FUND
Value at beginning of period                              $11.020     $10.454  $97.165    $77.845
Value at end of period                                    $10.778     $11.020  $10.454(2)    $97.165
Increase (decrease) in value of
 accumulation unit(1)                                       (2.20)%       5.41%       (2)     24.82%
Number of accumulation units outstanding
 at end of period                                     114,733,035  44,166,470  21,250  20,948,226

AETNA INCOME SHARES
Value at beginning of period                              $10.905     $10.068  $36.789    $31.192
Value at end of period                                    $10.360     $10.905  $10.068(3)    $36.789
Increase (decrease) in value of
 accumulation unit(1)                                       (5.00)%       8.31%       (3)      17.94%
Number of accumulation units outstanding
 at end of period                                      11,713,354   4,084,142   3,870   7,844,412

AETNA VARIABLE ENCORE FUND
Value at beginning of period                              $10.241     $10.048  $33.812    $32.138
Value at end of period                                    $10.528     $10.241  $10.048(4)    $33.812
Increase (decrease) in value of
 accumulation unit(1)                                        2.80%       1.92%       (4)       5.21%
Number of accumulation units outstanding
 at end of period                                       7,673,528   2,766,044     825   8,430,082

AETNA INVESTMENT ADVISERS
 FUND, INC.
Value at beginning of period                              $11.057     $10.189  $12.736    $10.896
Value at end of period                                    $10.868     $11.057  $10.189(6)    $12.736
Increase (decrease) in value of
 accumulation unit(1)                                       (1.71)%       8.52%       (6)      16.89%
Number of accumulation units outstanding
 at end of period                                      23,139,604  11,368,365  11,508  22,898,099

ALGER AMERICAN SMALL CAP
 PORTFOLIO
Value at beginning of period                               $9.959     $10.000(7)
Value at end of period                                     $9.437     $ 9.959
Increase (decrease) in value of
 accumulation unit(1)                                       (5.24)%      (0.41)%
Number of accumulation units outstanding
 at end of period                                       6,339,407     781,836

CALVERT RESPONSIBLY INVESTED
 BALANCED PORTFOLIO*
Value at beginning of period                              $11.036     $10.278  $10.000(8)
Value at end of period                                    $10.554     $11.036  $10.278
Increase (decrease) in value of
 accumulation unit(1)                                       (4.37)%       7.37%   2.78%
Number of accumulation units outstanding
 at end of period                                         521,141     144,168   2,556

FRANKLIN GOVERNMENT
 SECURITIES TRUST
Value at beginning of period                              $10.642     $10.008  $10.000(8)
Value at end of period                                    $10.119     $10.642  $10.008
Increase (decrease) in value of
 accumulation unit(1)                                       (4.91)%       6.33%   0.08%
Number of accumulation units outstanding
 at end of period                                         325,365     167,137   5,559

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

- --------------------------------------------------------------------------------
                                AUV HISTORY - 1
<PAGE>
                  CONDENSED FINANCIAL INFORMATION (CONTINUED)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                            1995        1994        1993       1992
                                          ---------  ----------  ----------  ---------

<S>                                       <C>        <C>         <C>         <C>
JANUS ASPEN AGGRESSIVE GROWTH PORTFOLIO
Value at beginning of period                          $10.000  (9)
Value at end of period                                $10.581
Increase (decrease) in value of
 accumulation unit(1)                                    5.81  %
Number of accumulation units outstanding
 at end of period                                     753,862

JANUS ASPEN FLEXIBLE INCOME PORTFOLIO
Value at beginning of period                          $10.000  (9)
Value at end of period                                $ 9.873
Increase (decrease) in value of
 accumulation unit(1)                                   (1.27)%
Number of accumulation units outstanding
 at end of period                                      28,543

LEXINGTON NATURAL RESOURCES TRUST
Value at beginning of period                          $10.877      $ 9.832    $10.000 (8)
Value at end of period                                $10.154      $10.877    $ 9.832
Increase (decrease) in value of
 accumulation unit(1)                                   (6.65)%      10.63%    (1.68) %
Number of accumulation units outstanding
 at end of period                                     703,676      135,614        561

NEUBERGER & BERMAN GROWTH PORTFOLIO
Value at beginning of period                          $11.747      $10.864    $10.000 (8)
Value at end of period                                $11.026      $11.747    $10.864
Increase (decrease) in value of
 accumulation unit(1)                                   (6.14)%       8.13%      8.64%
Number of accumulation units outstanding
 at end of period                                    1,865,104     546,559     10,645

SCUDDER INTERNATIONAL PORTFOLIO
Value at beginning of period                          $12.957      $ 9.578    $10.000 (8)
Value at end of period                                $12.687      $12.957    $ 9.578
Increase (decrease) in value of
 accumulation unit(1)                                   (2.08)%      35.28%    (4.22) %
Number of accumulation units outstanding
 at end of period                                    6,558,946   1,020,233      5,232

TCI GROWTH
Value at beginning of period                          $12.069      $10.692    $10.000 (8)
Value at end of period                                $11.781      $12.069    $10.692
Increase (decrease) in value of
 accumulation unit(1)                                   (2.39)%      12.88%      6.92%
Number of accumulation units outstanding
 at end of period                                    12,853,828  3,667,821      2,254
</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 charges or the fixed dollar annual
    maintenance fee,  if  any.  Inclusion  of these  charges  would  reduce  the
    investment results shown.

(2) The Accumulation Unit value was converted to $10.000 on August 21, 1992 upon
    the  commencement of a new administrative  system. Immediately prior to that
    date, the Accumulation Unit value  of the Fund was  $97.817. On the date  of
    conversion,  additional units  were issued so  that account  values were not
    changed as  a  result  of  the conversion.  The  percentage  change  in  the
    Accumulation  Unit  value from  the beginning  of  the year  to the  date of
    conversion was 0.67%; the percentage  change in the Accumulation Unit  value
    from the date of conversion to the end of the year was 4.54%.

(3) The Accumulation Unit value was converted to $10.000 on August 21, 1992 upon
    the  commencement of a new administrative  system. Immediately prior to that
    date, the Accumulation Unit value  of the Fund was  $38.521. On the date  of
    conversion,  additional units  were issued so  that account  values were not
    changed as  a  result  of  the conversion.  The  percentage  change  in  the
    Accumulation  Unit  value from  the beginning  of  the year  to the  date of
    conversion was 4.70%; the percentage  change in the Accumulation Unit  value
    from the date of conversion to the end of the year was 0.68%.

(4) The Accumulation Unit value was converted to $10.000 on August 21, 1992 upon
    the  commencement of a new administrative  system. Immediately prior to that
    date, the Accumulation Unit value  of the Fund was  $34.397. On the date  of
    conversion,  additional units  were issued so  that account  values were not
    changed as  a  result  of  the conversion.  The  percentage  change  in  the
    Accumulation  Unit  value from  the beginning  of  the year  to the  date of
    conversion was 1.73%; the percentage  change in the Accumulation Unit  value
    from the date of conversion to the end of the year was 0.48%.

(5) The  initial Accumulation Unit value was  established at $10.000 on June 23,
    1989, the date on which the Fund commenced operations.
(6) The Accumulation Unit value was converted to $10.000 on August 21, 1992 upon
    the commencement of a new  administrative system. Immediately prior to  that
    date,  the Accumulation Unit value  of the Fund was  $13.118. On the date of
    conversion, additional units  were issued  so that account  values were  not
    changed  as  a  result  of  the conversion.  The  percentage  change  in the
    Accumulation Unit  value from  the beginning  of  the year  to the  date  of
    conversion  was 2.99%; the percentage change  in the Accumulation Unit value
    from the date of conversion to the end of the year was 1.89%.

(7) The initial Accumulation Unit value was established at $10.000 on  September
    17,  1993,  the  date on  which  the  Portfolio became  available  under the
    Contract.

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

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

* Formerly Calvert Socially Responsible Series.

- --------------------------------------------------------------------------------
                                AUV HISTORY - 2
<PAGE>
                        CONDENSED FINANCIAL INFORMATION
                           MULTIPLE OPTION CONTRACTS
   (SELECTED DATA FOR ACCUMULATION UNITS OUTSTANDING THROUGHOUT EACH PERIOD)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

THE CONDENSED FINANCIAL INFORMATION PRESENTED BELOW FOR EACH OF THE YEARS IN THE
TEN-YEAR PERIOD ENDED  DECEMBER 31, 1995  (AS APPLICABLE), IS  DERIVED FROM  THE
FINANCIAL  STATEMENTS OF THE  SEPARATE ACCOUNT, WHICH  FINANCIAL STATEMENTS HAVE
BEEN AUDITED  BY KPMG  PEAT  MARWICK LLP,  INDEPENDENT AUDITORS.  THE  FINANCIAL
STATEMENTS  AS OF AND FOR  THE YEAR ENDED DECEMBER  31, 1995 AND THE INDEPENDENT
AUDITORS'  REPORT  THEREON,  ARE  INCLUDED   IN  THE  STATEMENT  OF   ADDITIONAL
INFORMATION.
<TABLE>
<CAPTION>
                                             1995        1994        1993        1992        1991
                                          ----------  ----------  ----------  ----------  ----------

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

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

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

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

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

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

FRANKLIN GOVERNMENT
 SECURITIES TRUST
Value at beginning of period                             $14.929     $14.050     $13.219     $11.545
Value at end of period                                   $14.190     $14.929     $14.050     $13.219
Increase (decrease) in value of
 accumulation unit(1)                                      (4.95)%       6.26%       6.29%      14.50%
Number of accumulation units outstanding
 at end of period                                        804,457     960,629     810,155     627,552

<CAPTION>
                                             1990        1989        1988        1987        1986
                                          ----------  ----------  ----------  ----------  ----------
<S>                                       <C>         <C>         <C>         <C>         <C>
AETNA VARIABLE FUND
Value at beginning of period                 $76.311     $59.871     $52.885     $50.760     $43.205
Value at end of period                       $77.845     $76.311     $59.871     $52.885     $50.760
Increase (decrease) in value of
 accumulation unit(1)                           2.01%      27.46%      13.21%       4.19%      17.49%
Number of accumulation units outstanding
 at end of period                         18,362,906  17,142,820  16,455,396  16,497,406  16,578,251
AETNA INCOME SHARES
Value at beginning of period                 $28.943     $25.574     $24.061     $23.308     $20.703
Value at end of period                       $31.192     $28.943     $25.574     $24.061     $23.308
Increase (decrease) in value of
 accumulation unit(1)                           7.77%      13.17%       6.29%       3.23%      12.58%
Number of accumulation units outstanding
 at end of period                          6,984,793   6,202,834   5,955,293   5,372,271   6,188,470
AETNA VARIABLE ENCORE FUND
Value at beginning of period                 $30.012     $27.783     $26.171     $24.812     $23.504
Value at end of period                       $32.138     $30.012     $27.783     $26.171     $24.812
Increase (decrease) in value of
 accumulation unit(1)                           7.08%       8.02%       6.16%       5.48%       5.57%
Number of accumulation units outstanding
 at end of period                         10,220,110   8,286,033   8,154,644   7,326,151   6,692,947
AETNA INVESTMENT ADVISERS
 FUND, INC.
Value at beginning of period                 $10.437     $10.000(2)
Value at end of period                       $10.896     $10.437
Increase (decrease) in value of
 accumulation unit(1)                           4.40%       4.37%
Number of accumulation units outstanding
 at end of period                         17,078,985   9,535,986
ALGER AMERICAN SMALL CAP
 PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units outstanding
 at end of period
CALVERT RESPONSIBLY INVESTED
 BALANCED PORTFOLIO*
Value at beginning of period                 $10.568     $10.000(4)
Value at end of period                       $11.233     $10.568
Increase (decrease) in value of
 accumulation unit(1)                           6.29%       5.68%
Number of accumulation units outstanding
 at end of period                            148,576      20,710
FRANKLIN GOVERNMENT
 SECURITIES TRUST
Value at beginning of period                 $10.581     $10.000(5)
Value at end of period                       $11.545     $10.581
Increase (decrease) in value of
 accumulation unit(1)                           9.11%       5.81%
Number of accumulation units outstanding
 at end of period                            178,761      25,258
</TABLE>

- --------------------------------------------------------------------------------
                                AUV HISTORY - 1
<PAGE>
                  CONDENSED FINANCIAL INFORMATION (CONTINUED)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                            1995       1994       1993       1992        1991        1990        1989
                                          ---------  ---------  ---------  ---------  ----------   --------   ----------

<S>                                       <C>        <C>        <C>        <C>        <C>          <C>        <C>
JANUS ASPEN AGGRESSIVE GROWTH PORTFOLIO
Value at beginning of period                           $10.000(6)
Value at end of period                                 $12.169
Increase (decrease) in value of
 accumulation unit(1)                                    21.69%
Number of accumulation units outstanding
 at end of period                                      393,553

JANUS ASPEN FLEXIBLE INCOME PORTFOLIO
Value at beginning of period                           $10.000(7)
Value at end of period                                 $ 9.911
Increase (decrease) in value of
 accumulation unit(1)                                    (0.89)%
Number of accumulation units outstanding
 at end of period                                        1,555

LEXINGTON NATURAL RESOURCES TRUST
Value at beginning of period                           $10.071    $ 9.193     $9.018      $9.608    $11.441      $10.000(4)
Value at end of period                                 $ 9.412    $10.071     $9.193     $ 9.018    $ 9.608      $11.441
Increase (decrease) in value of
 accumulation unit(1)                                    (6.54)%      9.55%      1.94%      (6.14)%   (16.02)%      14.41%
Number of accumulation units outstanding
 at end of period                                      533,016    341,771    198,338     144,139     75,052       11,481

NEUBERGER & BERMAN GROWTH PORTFOLIO
Value at beginning of period                           $14.278    $13.536    $12.511     $ 9.769    $10.772      $10.000(4)
Value at end of period                                 $13.398    $14.278    $13.536     $12.511    $ 9.769      $10.772
Increase (decrease) in value of
 accumulation unit(1)                                    (6.16)%      5.48%      8.19%      28.07%    (9.31)%       7.72%
Number of accumulation units outstanding
 at end of period                                    2,107,525  1,927,674  1,346,898     971,985    482,220       68,885

SCUDDER INTERNATIONAL PORTFOLIO**
Value at beginning of period                           $13.508    $ 9.922    $10.239**    $ 9.256   $10.306      $10.000(8)
Value at end of period                                 $13.227    $13.508    $ 9.922     $10.239    $ 9.256      $10.306
Increase (decrease) in value of
 accumulation unit(1)                                    (2.08)%     36.14%     (3.10)%      10.62%   (10.19)%       3.06%
Number of accumulation units outstanding
 at end of period                                    4,240,412  2,371,037  1,161,007     779,667    317,829       32,906

TCI GROWTH
Value at beginning of period                           $11.443    $10.495    $10.000(9)
Value at end of period                                 $11.172    $11.443    $10.495
Increase (decrease) in value of
 accumulation unit(1)                                    (2.37)%      9.03%      4.95%
Number of accumulation units outstanding
 at end of period                                    1,608,362  1,016,894    232,832
</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 charges or the fixed dollar annual
    maintenance fee,  if  any.  Inclusion  of these  charges  would  reduce  the
    investment results shown.

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

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

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

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

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

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

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

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

 * Formerly Calvert Socially Responsible Series.

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

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

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

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

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

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

    Although the Company holds title to the assets of the Separate Account, such
assets  are not  chargeable with liabilities  arising out of  any other business
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

    The Contract Holder (or you, if allowed by the Contract Holder) may allocate
Purchase Payments  to  one or  more  of the  Subaccounts  as designated  on  the
enrollment  form. In turn, the Subaccounts  invest in the corresponding Funds at
net asset value.

    The Contract Holder may decide to offer only a select number of Funds  under
its  Plan, or  it may  decide to  substitute shares  of one  Fund for  shares of
another  Fund  currently  held  by  the  Separate  Account.  In  addition,   the
availability  of Funds may be subject  to regulatory authorization. Funds may be
added or withdrawn by the Company as permitted by applicable law. Therefore, 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
<PAGE>
- -AETNA  INVESTMENT ADVISERS FUND, INC. is a managed fund which seeks to maximize
 investment return consistent with reasonable  safety of principal by  investing
 in  one  or  more  of  the following  asset  classes:  stocks,  bonds  and cash
 equivalents, based on the Company's judgment  of which of those sectors or  mix
 thereof offers the best investment prospects.(1)

- -AETNA  GENERATION PORTFOLIOS,  INC.--AETNA ASCENT  VARIABLE PORTFOLIO  seeks to
 provide capital appreciation by allocating  its investments among equities  and
 fixed  income securities. The Portfolio is  managed for investors who generally
 have an investment horizon  exceeding 15 years,  and who have  a high level  of
 risk tolerance.(1)

- -AETNA GENERATION PORTFOLIOS, INC.--AETNA CROSSROADS VARIABLE PORTFOLIO seeks to
 provide  total return (i.e., income and capital appreciation, both realized and
 unrealized) by  allocating  its investments  among  equities and  fixed  income
 securities.  The  Portfolio  is managed  for  investors who  generally  have an
 investment horizon exceeding  10 years and  who have a  moderate level of  risk
 tolerance.(1)

- -AETNA  GENERATION PORTFOLIOS,  INC.--AETNA LEGACY  VARIABLE PORTFOLIO  seeks to
 provide total return consistent with preservation of capital by allocating  its
 investments  among  equities  and  fixed income  securities.  The  Portfolio is
 managed for investors who generally  have an investment horizon exceeding  five
 years and who have a low level of risk tolerance.(1)

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

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

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

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

- -FIDELITY INVESTMENTS' VARIABLE INSURANCE PRODUCTS FUND--EQUITY-INCOME PORTFOLIO
 seeks reasonable  income  by  investing primarily  in  income-producing  equity
 securities. In selecting investments, the Fund also considers the potential for
 capital appreciation.(4)

- -FIDELITY  INVESTMENTS' VARIABLE INSURANCE PRODUCTS FUND--GROWTH PORTFOLIO seeks
 capital appreciation  by  investing  mainly  in  common  stocks,  although  its
 investments are not restricted to any one type of security.(4)

- -FIDELITY  INVESTMENTS'  VARIABLE  INSURANCE  PRODUCTS  FUND--OVERSEAS PORTFOLIO
 seeks long-term growth by investing mainly in foreign securities (at least  65%
 of  the  Fund's total  assets  in securities  of  issuers from  at  least three
 countries outside of North America).(4)

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

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

- -JANUS  ASPEN SERIES--BALANCED PORTFOLIO seeks  both long-term growth of capital
 and current  income.  The Portfolio  is  designed  for investors  who  want  to
 participate  in the  equity markets through  a more moderate  investment than a
 pure growth fund.  Investments in income-producing  securities are intended  to
 result  in a portfolio that provides a more consistent total return than may be
 attainable through

- --------------------------------------------------------------------------------
                                       2
<PAGE>
 investing solely in growth stocks. The Portfolio is not designed for  investors
 who desire a consistent level of income.(6)

- -JANUS  ASPEN SERIES--FLEXIBLE INCOME PORTFOLIO  seeks long-term capital growth,
 consistent with preservation  of capital  and balanced by  current income.  The
 Portfolio  pursues its investment objective by  investing 40%-60% of its assets
 in equity securities selected
 primarily for their growth potential and 40%-60% of its assets in  fixed-income
 securities.  Flexible  Income  Series  may have  substantial  holdings  of debt
 securities rated below  investment grade ("high  yield, high risk  securities,"
 also  commonly known as "junk bonds.") High yield, high risk securities involve
 certain risks. See the Fund's prospectus for a discussion of these risks.(6)

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

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

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

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

- -NEUBERGER & BERMAN  ADVISERS MANAGEMENT TRUST--  GROWTH PORTFOLIO seek  capital
 appreciation  without regard  to income.  The Portfolio  pursues its investment
 objective by  investing  in common  stocks,  often  of companies  that  may  be
 temporarily out of favor in the market.(8)

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

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

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

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

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

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

    Because  the Funds  available under the  Contract are sold  to fund variable
annuity contracts and variable life insurance policies issued by us or by  other
companies,  certain  conflicts  of  interest  could  arise.  If  a  conflict  of

- --------------------------------------------------------------------------------
                                       3
<PAGE>
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.)

- - The  Fixed Plus Account  is also a  part of the  Company's general account and
  guarantees a minimum interest rate, as specified in the Contract. The  Company
  may  credit higher interest rates in its discretion. Withdrawals and transfers
  from the Fixed Plus Account are limited. (See Appendix III.)

* GAA is no longer available under the Contract issued to the Erie County Public
  Employee Deferred Compensation Plan. If  Participants currently have funds  in
  GAA,  as  a  Guaranteed  Term matures,  unless  the  Participant  instructs us
  otherwise, amounts will automatically be transferred to the Fixed Account.

                                    PURCHASE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

CONTRACT AVAILABILITY

    The Contracts are designed for Plans established by organizations for  their
deferred  compensation plans  under Section 457  of the Code,  and for qualified
defined contribution plans  under Section 401(a)  of the Code.  The Contract  is
generally  owned  by  the  employer,  and an  Account  is  established  for each
Participant, as directed  by the  Contract Holder, to  identify contract  values
during  the Accumulation  Period. A Participant's  record under  the Contract is
known as his or her "Account."

    Under Section 457 Plans, the employer  has all right, title and interest  in
the amounts held under the Contract or in the Account. The Contract will be part
of  the  employer's  general  assets,  subject  to  the  claims  of  its general
creditors. Benefits available to you are governed exclusively by the  provisions
of  the Plan and  are backed only by  the general assets  of the employer. Under
Section 401  Plans, Participants  have  such rights  as  are authorized  by  the
Contract Holder and by the terms of the Plan. Under both types of Plans, some of
the  options and elections available under the  Contract may not be available to
you under the  provisions of your  Plan. Contact your  employer for  information
regarding your Plan.

CONTRACT PURCHASE

    Eligible  organizations may acquire a  Contract by submitting an application
to the Company. Once we approve the  application, a group Contract is issued  to
the employer as the Contract Holder. The Company will establish an Account for a
Participant upon receipt of an enrollment form.

    The  Company must accept or reject  an application or enrollment form within
two business days of receipt. If a form is incomplete, the Company may hold  any
forms and accompanying Purchase Payments for five days. Purchase Payments may be
held  for longer periods only  with the consent of  the Contract Holder, pending
acceptance of the forms. Initial payments held for longer than the five business
days will be deposited  in the Aetna Variable  Encore Fund Subaccount until  the
forms are completed.

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." Installment Purchase Payments  must
be  at least $50  per month ($600  annually) per Participant.  No payment may be
less than $25. Lump-sum  transfers of amounts  accumulated under a  pre-existing
plan may be

- --------------------------------------------------------------------------------
                                       4
<PAGE>
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.")

    ALLOCATION  OF  PURCHASE  PAYMENTS.  Purchase  Payments  will  initially  be
allocated  to the Subaccounts  or Credited Interest Options  as specified by the
Contract Holder (or you, if authorized by the Contract Holder) on the enrollment
form. Changes  in  such  allocation may  be  made  in writing  or  by  telephone
transfer. Allocations must be in whole percentages, and there may be limitations
on the number of investment options that can be selected during the Accumulation
Period. (See "Transfers.")

RIGHT TO CANCEL

    The  Contract  Holder may  cancel participation  under the  Contract without
penalty by returning it to the Company with a written notice of cancellation. In
most states, Contract Holders have ten days to exercise this right; some  states
allow  a longer free-look period. When  we receive the request for cancellation,
we will return  the Account Value,  unless the laws  of the state  in which  the
Contract  was issued  require that  we return  the initial  Purchase Payment (if
greater than the  Account Value).  In states  that do  not require  a return  of
Purchase  Payments, the purchaser  bears the entire  investment risk for amounts
allocated among the Subaccounts during the free look period. Account Values will
be determined as  of the  Valuation Date  on which  we receive  the request  for
cancellation at our Home Office.

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 in the
Contract after a specified period of time. Once a transfer credit is applied  to
the  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.

                             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  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 expense relating to the Contracts and as a source of profit
for the Company. The  Company expects to  make a profit  from the mortality  and
expense risk charge.

    ADMINISTRATIVE  CHARGE.  The Company reserves  the right to make a deduction
from each of the  Subaccounts for an  administrative charge. The  administrative
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 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 charge  during 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

- --------------------------------------------------------------------------------
                                       5
<PAGE>
maintenance  fee  is to  reimburse the  Company for  some of  its administrative
expenses relating to the establishment and maintenance of the Accounts.

    The maximum maintenance fee that can be deducted under the Contract is  $20.
However, the maintenance fee may be reduced or eliminated depending upon certain
criteria  described below. The  maintenance fee will  be deducted on  a pro rata
basis from each Subaccount and Credited Interest Option in which the Account  is
invested.  If the Account Value  is withdrawn, the full  maintenance fee will be
deducted at the time of withdrawal.

    REDUCTION OR ELIMINATION OF THE MAINTENANCE FEE. The annual maintenance  fee
may be reduced or eliminated under various conditions as agreed to by us and 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 the amount
withdrawn from the Subaccounts, the Fixed Account or the Guaranteed Accumulation
Account. No deferred sales  charge is deducted from  amounts withdrawn from  the
Fixed Plus 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 Purchase Payments were made.  The amount of the deferred sales  charge
is determined in accordance with the schedule set forth in the following tables:
<TABLE>
<S>                                       <C>
       INSTALLMENT PURCHASE PAYMENT ACCOUNTS

<CAPTION>
                                          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%

         SINGLE PURCHASE PAYMENT ACCOUNTS
<CAPTION>
                                          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>

    If  you transfer the total account value under another deferred compensation
annuity contract issued by  the Company to an  Account under this Contract,  the
effective  date of the new Account will be the same effective date as the former
contract for purposes of calculating the applicable deferred sales charge  under
this Contract.

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

- - applied to provide Annuity benefits;

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

- - withdrawn due  to a  hardship resulting  from an  unforeseeable emergency,  as
  specified in the Code;

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

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

- - paid where  the  Account Value  is  $3,500 or  less  and no  amount  has  been
  withdrawn or used to purchase Annuity benefits during the prior 12 months;

- --------------------------------------------------------------------------------
                                       6
<PAGE>
- - withdrawn  due to the Participant's separation  from service with the employer
  (the Contract Holder  must submit  documentation satisfactory  to the  Company
  confirming  that  the  Participant  is no  longer  providing  services  to the
  employer); or

- - withdrawn 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.

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

    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 illustrated 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.

- --------------------------------------------------------------------------------
                                       7
<PAGE>
                               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.

ACCUMULATION UNITS

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

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

NET INVESTMENT FACTOR

    The net investment factor is used to measure the investment performance of a
Subaccount from one Valuation Date to the next. The net investment factor for  a
Subaccount  for any valuation period is equal to  the sum of 1.0000 plus the net
investment rate. The net investment rate equals:

    (a) The  net assets  of  the Fund  held by  the  Subaccount on  the  current
        Valuation Date, minus
    (b)  the net  assets of  the Fund  held by  the Subaccount  on the preceding
        Valuation Date, plus or minus
    (c) taxes or provisions for taxes, if any, attributable to the operation  of
        the Subaccount, divided by
    (d) the AUV of the Subaccount on the preceding Valuation Date, minus
    (e)  a daily charge at the annual  effective rate of 1.25% for mortality and
        expense risks  and  up to  0.25%  as an  administrative  expense  charge
        (currently 0%).

    The net investment rate may be either positive or negative.

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

    At  any time  prior to  the Annuity  Date, the  Contract Holder,  or you (if
permitted by the Contract Holder), can transfer amounts held under the  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,  provided that the transfer amount
is not less than $500. However, the total number of investment options that  may
be  selected during the Accumulation Period may be limited, as set forth on your
enrollment form. Any transfer will be based on the Accumulation Unit Value  next
determined  after  the Company  receives a  valid transfer  request at  its Home
Office. Transfers  are  currently  not  available  during  the  Annuity  Period;
however,  they may  be available under  some Annuity Options  beginning later in
1996. (See "Annuity Period-- Annuity Options.")

DOLLAR COST AVERAGING PROGRAM

    You may establish  automated transfers  of Account  Values on  a monthly  or
quarterly  basis  through  the  Company's  Dollar  Cost  Averaging  Program,  if
available under your  Plan. Dollar Cost  Averaging is a  system for investing  a
fixed  amount of money at  regular intervals over a  period of time. Dollar Cost
Averaging does not  ensure a profit  nor guarantee against  loss in a  declining
market. You should consider your financial ability to continue purchases through
periods  of low  price levels. For  additional information, please  refer to the
Inquiries Section of the Prospectus Summary, which describes how you can  obtain
further information.

- --------------------------------------------------------------------------------
                                       8
<PAGE>
                                  WITHDRAWALS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

    Subject  to the limitations on withdrawals  from the Fixed Plus Account, the
Contract Holder may withdraw all or a  portion of the Account Value at any  time
during the Accumulation Period. To request a withdrawal, the Contract Holder, on
your  behalf, must properly complete a disbursement form and send it to our Home
Office. Payments for  withdrawal requests will  be made in  accordance with  SEC
requirements,  but normally  not later  than seven  calendar days  following our
receipt of a disbursement form.

    Withdrawals may be requested in one of the following forms:

- -FULL WITHDRAWAL OF  THE CONTRACT OR  AN ACCOUNT:  The amount paid  upon a  full
 withdrawal  will  be the  Account Value(s)  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, plus  the amount  available for  withdrawal from  the
 Fixed Plus Account (see Appendix III).

- -PARTIAL WITHDRAWALS (Percentage): The amount paid will be the percentage of the
 Account Value(s) requested minus any applicable deferred sales charge; however,
 amounts  available for withdrawal  from the Fixed Plus  Account is limited (see
 Appendix III).

- -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.  The
 amount  available for  withdrawal from the  Fixed Plus Account  is limited (see
 Appendix III).

    For any partial  withdrawal, the  value of the  Accumulation Units  canceled
will  be  withdrawn proportionately  from the  Subaccounts or  Credited Interest
Options in which Purchase Payments are allocated, unless otherwise requested  in
writing by the Contract Holder. 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.

                         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, the Account  Value must meet the  minimum dollar amounts and  age
criteria applicable to that option.

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

- -SWO--SYSTEMATIC WITHDRAWAL OPTION. SWO is a series of partial withdrawals  from
 the  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.

- -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,  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, your Account  will
retain all of the rights and flexibility permitted under the Contract during the
Accumulation  Period.  The Account  Value  will continue  to  be subject  to the
charges and deductions described in this Prospectus.

    Once elected, an Additional Withdrawal Option may be revoked by the Contract
Holder at any  time by  submitting a  written request  to our  Home Office.  Any
revocation  will  apply only  to  the amount  not yet  paid.  Once an  option is
revoked, it may not  be elected again, nor  may any other Additional  Withdrawal
Options  be elected. To determine whether  the Additional Withdrawal Options are
available under  your Plan,  and to  assess the  terms and  conditions that  may
apply,  you should check with your employer.  Any pay-out election that you make
under a Section 457 Plan must be irrevocable. 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.

- --------------------------------------------------------------------------------
                                       9
<PAGE>
                    DEATH BENEFIT DURING ACCUMULATION PERIOD
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

    The Contract  provides that  a  death benefit  is  payable to  the  Contract
Beneficiary  upon  the death  of the  Participant before  the Annuity  Date. The
Contract Holder may direct  that we make such  payment to the Plan  Beneficiary.
The  amount  of the  death benefit  will be  equal to  the Account  Value. Death
benefit proceeds may be paid to the Contract 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
  Plan Beneficiary is your spouse).

    The  Contract Holder, on behalf of a  Plan 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 Contract Beneficiary, we will determine the Account Value on
the Valuation  Date  following the  date  on which  we  receive proof  of  death
acceptable to the Company. Interest, if any, will be paid from the date of death
at  a rate no  less than required by  law. We will mail  payment to the Contract
Holder, or to the Plan Beneficiary, if requested by the Contract Holder,  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, if your Plan  Beneficiary is not your spouse, 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 Plan 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 (not to exceed  15 years for a  non-spousal 457 Plan Beneficiary)  of
the  Plan Beneficiary or any period  certain greater than the Plan 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 Plan Beneficiary in the same manner as if you had received those
payments. (See "Tax Status.") Also, for 457 Plans, any distribution payable over
a  period of  more than  one year must  be made  in substantially non-increasing
amounts.

                                 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. 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 Contract Holder must  notify
us in writing of the following:

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

- - the  Annuity Option under  which you want  your payments to  be calculated and
  paid;

- - whether the  payments are  to  be made  monthly, quarterly,  semi-annually  or
  annually; and

- - the  investment  option(s) used  to provide  annuity  payments (i.e.,  a fixed
  annuity using the general account or  any of the Subaccounts available at  the
  time  of annuitization).  As of  the date  of this  Prospectus, Aetna Variable
  Fund, Aetna  Income  Shares  and  Aetna  Advisers  Fund,  Inc.  are  the  only
  Subaccounts  available; however, additional Subaccounts may be available under
  some Annuity Options in the future. (See "Annuity Options.")

- --------------------------------------------------------------------------------
                                       10
<PAGE>
Annuity payments will not begin until an Annuity Option has been selected. Until
a date and  option are elected,  the Account will  continue in the  Accumulation
Period.  Once annuity payments begin, the Annuity Option may not be changed, nor
may transfers currently be made  among the investment options(s) selected.  (See
"Annuity  Options" below for more information about transfers during the Annuity
Period.)

    Under  Contracts  issued  to  the  Erie  County  Public  Employee   Deferred
Compensation  Plan, the Lifetime Annuity Options listed below may not be elected
and the "Payment for a Specified  Period" nonlifetime option, if selected,  must
be  elected for a period of at least three years and not more than the lesser of
fifteen years or the life expectancy of the Participant.

ANNUITY OPTIONS

    The Contract Holder may choose one of the following Annuity Options:

LIFETIME ANNUITY OPTIONS:

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

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

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

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

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

NONLIFETIME ANNUITY OPTIONS:

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

    Under the nonlifetime option, the number  of years that may be selected  are
determined  by the investment  options used prior  to annuitization. For amounts
held in the Fixed Plus Account, the annuity  may be paid on a fixed or  variable
basis  and  payments  may  be made  for  5-30  years. For  amounts  held  in the
Subaccounts, the  Guaranteed  Accumulation  Account or  the  Fixed  Account,  an
annuity  may be selected on  a fixed or variable basis  and payments may be made
for 3-30 years.  If a nonlifetime  option is  elected on a  variable basis,  the
Annuitant  may request at  any time during  the payment period  that the present
value of all or 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 the Contract from time to
time.  Beginning in  May 1996, the  Company expects to  offer additional Annuity
Options and  enhanced  versions  of  the Annuity  Options  listed  above.  These
additional  Annuity Options and  enhanced versions of  the existing options will
have  additional  Subaccounts  available   and  will  allow  transfers   between
Subaccounts  during  the Annuity  Period.  (Additional Subaccounts  and transfer
capability are expected  during the  second half  of 1996.)  Such additional  or
enhanced options will be made available by an endorsement to the Contract, which
will  include the guaranteed annuity payout  rates and other terms applicable to
such options. (Depending on which guaranteed payout rates apply to the  existing
options,  the guaranteed payout rates  for the new and  enhanced options will be
the same or lower.) Please refer to  the Contract, or call the number listed  in
the  "Inquiries" section of  the Prospectus Summary,  to determine which options
are available and  the terms  of such  options. It  is not  expected that  these
additional  or enhanced options will be made available to those who have already
commenced receiving Annuity Payments.

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

- --------------------------------------------------------------------------------
                                       11
<PAGE>
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
Account  Value, how it is  allocated between fixed and  variable payouts and the
annuity option chosen. No election  may be made that  would result in the  first
Annuity  payment of less than $20, or total yearly Annuity Payments of less than
$100. If the  Account Value  on the  Annuity Date  is insufficient  to elect  an
option for the minimum amount specified, a lump-sum payment must be elected.

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

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  a Participant dies after Annuity  Payments have begun, any death benefit
payable will  depend  on  the terms  of  the  Contract and  the  Annuity  Option
selected.  If Option 1 or  Option 3 was elected,  Annuity Payments will cease on
the death  of  the 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 Contract
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 Contract Beneficiary (unless otherwise requested), and no deferred  sales
charge will be imposed.

    If  the Participant dies after Annuity payments have begun and if there is a
death benefit payable under the Annuity option elected, the remaining value must
be distributed to the Plan Beneficiary at least as rapidly as under the original
method of  distribution  and,  for 457  Plans,  in  substantially  nonincreasing
amounts.

    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.

- --------------------------------------------------------------------------------
                                       12
<PAGE>
                                   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.

    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 interpretations 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 457 plans  and
Section  401 Plans. The tax rules  applicable to retirement plans vary according
to 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 Contract issued
in connection with such plans. Some retirement plans are subject to distribution
and  other  requirements that  are  not incorporated  in  the provisions  of the
Contracts.  Purchasers  are  responsible  for  determining  that  contributions,
distributions  and  other transactions  with  respect to  the  Contracts satisfy
applicable laws and should consult their legal counsel and tax adviser regarding
the suitability of the Contract.

    MINIMUM DISTRIBUTION REQUIREMENTS:  The Code has required distribution rules
for Section 457  and 401(a) Plans.  Distributions under Section  457 and  401(a)
Plans  must  generally begin  by  April 1  of  the calendar  year  following the
calendar year in which you attain age 70 1/2. For governmental or church  plans,
distributions  must begin by April 1 of  the calendar year following the year in
which you attain age 70 1/2 or retire, whichever occurs later.

    In general, annuity payments must be distributed over your life or the joint
lives of you and your Plan Beneficiary,  or over a period not greater than  your
life  expectancy or  the joint  life expectancies  of you  and your beneficiary.
Also, any distribution under a  Section 457 Plan payable  over a period of  more
than one year must be made in substantially non-increasing amounts.

    If   you  die  after  the   required  minimum  distribution  has  commenced,
distributions to your Plan 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 Plan 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,  under Section 401  Plans, a spousal beneficiary
has certain rollover  rights which can  only be  exercised in the  year of  your
death.  The rules  are complex  and you should  consult your  tax adviser before
electing  the  method  of  calculation  to  satisfy  the  minimum   distribution
requirements.

    If  you die  before the  required minimum  distribution has  commenced, your
entire interest  must  be  distributed  by December  31  of  the  calendar  year
containing  the  fifth anniversary  of the  date  of your  death. Alternatively,

- --------------------------------------------------------------------------------
                                       13
<PAGE>
payments may be made over the life of the Plan Beneficiary or over a period  not
extending  beyond the life  expectancy of the Plan  Beneficiary (for Section 457
Plans, not  to exceed  15 years  for a  non-spousal beneficiary),  provided  the
distribution  begins by December 31 of  the calendar year following the calendar
year of your death, or December 31 of the calendar year in which you would  have
attained age 70 1/2.

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

SECTION 457 PLANS

    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
reportable to  the IRS  as  taxable income.  This  includes payments  for  death
benefits,  periodic  and nonperiodic  distributions.  Also, all  amounts, except
death benefit proceeds, are subject to federal income tax withholding as  wages.
If  we make  payments directly  to a  Participant on  behalf of  the employer as
Contract  Holder,  we  will  withhold   federal  taxes  (and  state  taxes,   if
applicable).

    The  Code imposes a maximum  limit on annual Purchase  Payments which may be
excluded from your gross income. For  Section 457 Plan Participants, such  limit
is  generally the lesser  of $7,500 or  33 1/3% of  your includible compensation
(25% of gross compensation).

SECTION 401(A) PLANS.

    Section 401(a)  permits  certain employers  to  establish various  types  of
retirement  plans  for  employees,  and  permits  self-employed  individuals  to
establish various  types  of  retirement  plans for  themselves  and  for  their
employees.  These retirement plans  may permit the purchase  of the Contracts to
accumulate retirement savings under the  plans. Adverse tax consequences to  the
plan,  to the Participant or to both may  result if this Contract is assigned or
transferred to  an 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
Section 401(a) Plan meets the applicable nondiscrimination requirements.

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

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

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

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

- --------------------------------------------------------------------------------
                                       14
<PAGE>
                                 MISCELLANEOUS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

VOTING RIGHTS

    Each Contract Holder may direct  us in the voting  of shares at meetings  of
shareholders  of  the appropriate  Fund(s). The  number of  votes to  which each
Contract Holder may give direction will be determined as of the record date.

    The number of votes each Contract Holder is entitled to direct with  respect
to  a particular Fund during the Accumulation  Period is equal to the portion of
the current value of the Contract attributable to that Fund, divided by the  net
asset  value of one share of that Fund. During the Annuity Period, the number of
votes is  equal  to the  valuation  reserve applicable  to  the portion  of  the
Contract  attributable to that Fund, divided by the net asset value of one share
of 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.

    Each Contract Holder will receive a  notice of each meeting of  shareholders
of that Fund, together with any proxy solicitation materials, and a statement of
the number of votes attributable to the Contract. Votes attributable to Contract
Holders  who do not direct us  will be cast by us  in the same proportion as the
votes for which we have received directions.

MODIFICATION OF THE CONTRACT

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

DISTRIBUTION

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

    Persons offering  and  selling  the Contracts  may  receive  commissions  in
connection  with the sale  of the Contracts. The  maximum 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.  That percentage  amount will  range from  1% to  6% 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
actual  expenses. The name of the  Distributor and the registered representative
responsible for your Account are set forth on your enrollment form.  Commissions
and  sales related expenses  are paid by  the Company and  are not deducted from
Purchase Payments. See "Charges and Deductions--Deferred Sales Charge."

    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.

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

- --------------------------------------------------------------------------------
                                       15
<PAGE>
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 a 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.

TRANSFER OF OWNERSHIP; ASSIGNMENT

    Unless  contrary to applicable law, assignment of the Contract or Account is
prohibited.

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.

LEGAL MATTERS AND PROCEEDINGS

    The Company knows  of no  material legal  proceedings pending  to which  the
Separate  Account or the Company is a party or which would materially affect the
Separate Account. The validity of the securities offered by this Prospectus  has
been passed upon by Susan E. Bryant, Esq., Counsel to the Company.

              CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

    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
    Dollar Cost Averaging
    Sales Material and Advertising
    Independent Auditors
    Financial Statements of the Separate Account
    Financial Statements of the Company
</TABLE>

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

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

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

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

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

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

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

MORTALITY AND EXPENSE RISK CHARGES

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

TRANSFERS

    We  will apply an MVA  to GAA transfers made before  the end of a Guaranteed
Term. Transfers of GAA values due to a maturity are not subject to an MVA.

- --------------------------------------------------------------------------------
                                       17
<PAGE>
                                  APPENDIX II
                                 FIXED ACCOUNT
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

    THE FOLLOWING SUMMARIZES MATERIAL INFORMATION CONCERNING THE FIXED  ACCOUNT.
AMOUNTS ALLOCATED TO THE FIXED ACCOUNT ARE HELD IN THE COMPANY'S GENERAL ACCOUNT
THAT  SUPPORTS GENERAL INSURANCE AND ANNUITY OBLIGATIONS. INTERESTS IN THE FIXED
ACCOUNT HAVE NOT BEEN  REGISTERED WITH THE SEC  IN RELIANCE ON EXEMPTIONS  UNDER
THE  SECURITIES ACT OF 1933, AS  AMENDED. DISCLOSURE IN THE PROSPECTUS REGARDING
THE FIXED  ACCOUNT, MAY,  HOWEVER, BE  SUBJECT TO  CERTAIN GENERALLY  APPLICABLE
PROVISIONS  OF  THE  FEDERAL  SECURITIES  LAWS  RELATING  TO  THE  ACCURACY  AND
COMPLETENESS OF SUCH STATEMENTS. DISCLOSURE IN THIS APPENDIX REGARDING THE FIXED
ACCOUNT HAS NOT BEEN REVIEWED BY THE SEC.

    The Fixed  Account guarantees  the minimum  interest rate  specified in  the
Contract.  The Company may credit a higher  interest rate from time to time. The
current rate is subject  to change at  any time, but will  never fall below  the
guaranteed  minimum. The Company's determination  of interest rates reflects the
investment income earned on invested assets and the amortization of any  capital
gains  and/or losses realized  on the sale  of invested assets.  Under the Fixed
Account, the Company assumes the risk of investment gain or loss by guaranteeing
Account Values and promising a minimum interest rate and Annuity Payment.

    Under certain emergency conditions, we may defer payment of a Fixed  Account
withdrawal  value (a) for  a period of up  to six months, or  (b) as provided by
federal law.

    Amounts applied to the Fixed Account  will earn the interest rate in  effect
when actually applied to the Fixed Account.

    The  Fixed Account will reflect a compound interest rate credited by us. The
interest rate quoted is  an annual effective yield.  We make no deductions  from
the  credited interest  rate for  mortality and  expense risks;  these risks are
considered in determining the credited rate.

    If a withdrawal is made from the Fixed Account, a deferred sales charge  may
apply. (See "Charges and Deductions-- Deferred Sales Charge.")

TRANSFERS AMONG INVESTMENT OPTIONS

    Transfers from the Fixed Account to any other available investment option(s)
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. Transfers to the Fixed
Plus  Account (if available under the Contract) will be permitted without regard
to this limitation.

    By notifying us 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 Account transferred to one or more of the Subaccounts available during the
Annuity Period to provide variable Annuity Payments.

- --------------------------------------------------------------------------------
                                       18
<PAGE>
                                  APPENDIX III
                               FIXED PLUS ACCOUNT
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

    THE FOLLOWING  SUMMARIZES MATERIAL  INFORMATION  CONCERNING THE  FIXED  PLUS
ACCOUNT.  AMOUNTS ALLOCATED TO THE FIXED PLUS  ACCOUNT ARE HELD IN THE COMPANY'S
GENERAL ACCOUNT THAT  SUPPORTS INSURANCE AND  ANNUITY OBLIGATIONS. INTERESTS  IN
THE  FIXED PLUS  ACCOUNT HAVE NOT  BEEN REGISTERED  WITH THE SEC  IN RELIANCE ON
EXEMPTIONS UNDER THE  SECURITIES ACT  OF 1933,  AS AMENDED.  DISCLOSURE IN  THIS
PROSPECTUS  REGARDING THE FIXED PLUS ACCOUNT MAY, HOWEVER, BE SUBJECT TO CERTAIN
GENERALLY APPLICABLE PROVISIONS OF THE  FEDERAL SECURITIES LAWS RELATING TO  THE
ACCURACY  AND  COMPLETENESS  OF  THE  STATEMENTS.  DISCLOSURE  IN  THIS APPENDIX
REGARDING THE FIXED PLUS ACCOUNT HAS NOT BEEN REVIEWED BY THE SEC.

FIXED PLUS ACCOUNT

    The Fixed Plus Account guarantees that amounts allocated to this option will
earn the minimum  Fixed Plus  interest rate specified  in the  Contract. We  may
credit  a higher interest rate from time  to time. Our determination of interest
rates  reflects  the  investment  income  earned  on  invested  assets  and  the
amortization of any capital gains and/or losses realized on the sale of invested
assets.  Under this  option, we assume  the risk  of investment gain  or loss by
guaranteeing Net Purchase Payment values  and promising a minimum interest  rate
and Annuity payment.

    The Fixed Plus Account will reflect a compound interest rate credited by us.
The  interest rate quoted is  an annual effective yield.  Amounts applied to the
Fixed Plus  Account  will earn  the  Fixed Plus  interest  rate in  effect  when
actually  applied to  the Fixed  Plus Account.  We make  no deductions  from the
credited interest  rate  for  mortality  and  expense  risks;  these  risks  are
considered in determining the credited rate.

    Beginning  on the  tenth Account  Year, we will  credit amounts  held in the
Fixed Plus Account with an interest rate that is at least 0.25% higher than  the
then-declared  interest rate for the Fixed  Plus Accounts for Accounts that have
not reached their tenth anniversary.

    We reserve the right  to limit Net Purchase  Payment(s) and/or transfers  to
the Fixed Plus Account.

FIXED PLUS ACCOUNT WITHDRAWALS

    The  amount eligible for partial withdrawal is 20% of the amount held in the
Fixed Plus Account on the day we  receive a written request in our Home  Office,
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 any Additional Withdrawal Option.

    The  20% limit is waived if the  partial withdrawal is due to annuitization,
death, unforeseeable emergency  (when the conditions  specified under (d)  below
are  met), or separation  from service (when the  conditions specified under (e)
below are met). For this waiver to apply, any such partial withdrawal must  also
be made pro rata from all funding options used under the Account.

    If a full withdrawal is requested, we will pay any amounts held in the Fixed
Plus Account in five annual payments that will be equal to:

    1. One-fifth  of the  Fixed Plus  Account value  on the  day the  request is
       received, reduced by  any Fixed  Plus Account  withdrawals, transfers  or
       annuitizations made in the prior 12 months;

    2. One-fourth of the remaining Fixed Plus Account value twelve months later;

    3. One-third of the remaining Fixed Plus Account value twelve months later;

    4. One-half  of the remaining Fixed Plus  Account value twelve months later;
       and

    5. The balance of the Fixed Plus Account value twelve months later.

- --------------------------------------------------------------------------------
                                       19
<PAGE>
    Once we receive a request for a full withdrawal from an Account, no  further
withdrawals or transfers will be permitted from the Fixed Plus Account.

    A  full withdrawal from the Fixed Plus  Account may be cancelled at any time
before the end of the five-payment period.

    We will  waive the  Fixed Plus  Account full  withdrawal provision,  if  the
withdrawal is made:

(a) due to your death, before Annuity payments begin;

(b) due to the election of an Annuity option;

(c) when  the Fixed Plus  Account value is  $3,500 or less  (and no withdrawals,
    transfers or annuitizations have been made from the Account within the prior
    12 months);

(d) due to hardship from an unforeseeable emergency, as defined by the Code,  if
    the following conditions are met:

    (1) the hardship is certified by the employer;

    (2) the amount is paid directly to you; and

    (3) the  amount paid for all withdrawals due to hardship during the previous
        12-month period does not exceed 10% of the average value of all Accounts
        during that same period or,

(e) due to your separation from service with the employer provided that:

    (1) the employer certifies that you have separated from service;

    (2) the amount withdrawn is paid directly to you; and

    (3) the amount paid for all partial  and full withdrawals due to  separation
        from  service during the previous 12-month period does not exceed 20% of
        the average value of  all Accounts under the  Contract during that  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 we receive a written request in
our Home Office,  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 any of  the
Additional  Withdrawal Options.  We will waive  the 20% transfer  limit when the
value in the Fixed Plus Account is $1,000 or less.

    By notifying us at our Home Office at least 30 days before Annuity  payments
begin,   the  Contract  Holder  may  elect  to  have  amounts  which  have  been
accumulating under the  Fixed Plus  Account transferred to  one or  more of  the
Subaccounts  available during  the Annuity  Period, to  provide variable Annuity
payments.

SWO

    The Systematic Withdrawal Option may not be elected if you have requested  a
Fixed Plus Account transfer or withdrawal within the prior 12-month period.

- --------------------------------------------------------------------------------
                                       20
<PAGE>
                          FOR MASTER APPLICATIONS ONLY

    I HEREBY ACKNOWLEDGE RECEIPT OF AN ACCOUNT C GROUP DEFERRED VARIABLE ANNUITY
PROSPECTUS   DATED  MAY  1,  1996  FOR  SECTION  457  PUBLIC  EMPLOYER  DEFERRED
COMPENSATION PLANS,  AS  WELL AS  ALL  CURRENT PROSPECTUSES  PERTAINING  TO  THE
VARIABLE INVESTMENT OPTIONS AVAILABLE UNDER THE CONTRACTS.

- ---- PLEASE  SEND AN  ACCOUNT C  STATEMENT OF  ADDITIONAL INFORMATION  (FORM NO.
     75982(S)) DATED MAY 1, 1996.

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

                          CONTRACT HOLDER'S SIGNATURE

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

                                      DATE

75982-2 (5/96)

- --------------------------------------------------------------------------------
<PAGE>
- -------------------------------------------------------------------------------
                           VARIABLE ANNUITY ACCOUNT C
                                       OF
                    AETNA LIFE INSURANCE AND ANNUITY COMPANY

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

             STATEMENT OF ADDITIONAL INFORMATION DATED  MAY 1, 1996

                AetnaPlus Contracts and Multiple Option Contracts
 Group and Individual Variable Annuity Contracts Available under Section 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


<TABLE>
<CAPTION>
                                                                          PAGE

<S>                                                                         <C>
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 . . . . . . . . . . . . . . . . . . . . . . . . . . .      10
Sales Material and Advertising . . . . . . . . . . . . . . . . . . . .      11
Independent Auditors . . . . . . . . . . . . . . . . . . . . . . . . .      11
Financial Statements of the Separate Account . . . . . . . . . . . . .     S-1
Financial Statements of Aetna Life Insurance and Annuity Company . . .     F-1
</TABLE>

<PAGE>

                         GENERAL INFORMATION AND HISTORY

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

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

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:


                                        1
<PAGE>
<TABLE>

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

Complete descriptions of each of the Funds, including their investment
objectives, policies, risks and fees and expenses, 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, three, five and ten year
periods (or fractional periods thereof).  The standardized figures reflect the
deduction of all recurring charges during each period (e.g., mortality and
expense risk charges, maintenance fees, administrative expense charges, and
deferred sales charges).  These charges will be deducted on a pro rata basis in
the case of 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

                                        2
<PAGE>

shown if reflected in these calculations).  The non-standardized figures may
also include monthly, quarterly, year-to-date and three-year periods.

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

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

AVERAGE ANNUAL TOTAL RETURN QUOTATIONS - STANDARDIZED AND NON-STANDARDIZED

There are two sets of total return quotations shown below: one for AetnaPlus
Contracts and one for Multiple Option Contracts (as identified on the cover of
your Prospectus).  The contract features and charges under these types of
contracts are identical; however, they are administered on two different
administrative systems.  Due to differences in the way the two systems
administered payments prior to mid-1994, performance for the Subaccounts under
the two systems for those periods differs.

Additionally, each set of tables shown below represents the variations in
contract payment type and in the maintenance fees assessed under different
plans.  Table A reflects the average annual standardized and non-standardized
total return quotation figures for the periods ended December 31, 1995 for the
Subaccounts under Single Payment Accounts issued by the Company.  Tables B and C
reflect the average annual standardized and non-standardized total return
quotation figures for the periods ended December 31, 1995 for the Subaccounts
under Installment Payment Accounts with a $20 annual maintenance fee and a $15
annual maintenance fee, respectively.  In both sets of tables, 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 *).

                              AETNA PLUS CONTRACTS
                                     TABLE A
<TABLE>
<CAPTION>

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

                                        3
<PAGE>
<TABLE>

<S>                                                                                                           <C>
- -----------------------------------------------------------------------------------------------------------------------
Calvert Responsibly Invested Balanced Portfolio                                                               09/30/86
- -----------------------------------------------------------------------------------------------------------------------
Fidelity Equity-Income Portfolio                                                                              10/22/86
- -----------------------------------------------------------------------------------------------------------------------
Fidelity Growth Portfolio                                                                                     11/07/86
- -----------------------------------------------------------------------------------------------------------------------
Fidelity Overseas Portfolio                                                                                   02/13/87
- -----------------------------------------------------------------------------------------------------------------------
Franklin Government Securities Trust                                                                          05/30/89
- -----------------------------------------------------------------------------------------------------------------------
Janus Aspen Aggressive Growth Portfolio                                                                       9/13/93
- -----------------------------------------------------------------------------------------------------------------------
Janus Aspen Balanced Portfolio                                                                                09/13/93
- -----------------------------------------------------------------------------------------------------------------------
Janus Aspen Flexible Income Portfolio                                                                         09/13/93
- -----------------------------------------------------------------------------------------------------------------------
Janus Aspen Growth Portfolio                                                                                  09/13/93
- -----------------------------------------------------------------------------------------------------------------------
Janus Aspen Short-Term Bond Portfolio                                                                         09/13/93
- -----------------------------------------------------------------------------------------------------------------------
Janus Aspen Worldwide Growth Portfolio                                                                        09/13/93
- -----------------------------------------------------------------------------------------------------------------------
Lexington Natural Resources Trust                                                                             05/31/89
- -----------------------------------------------------------------------------------------------------------------------
Neuberger & Berman Growth Portfolio                                                                           12/31/85
- -----------------------------------------------------------------------------------------------------------------------
Scudder International Portfolio                                                                               04/30/87
- -----------------------------------------------------------------------------------------------------------------------
TCI Growth                                                                                                    11/20/87
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
                                        4
<PAGE>

                              AETNA PLUS CONTRACTS
                                     TABLE B
<TABLE>
<CAPTION>

- ---------------------------------------------------------------------------------------------------------------------------------
INSTALLMENT PAYMENT ACCOUNT                                                                                                FUND
($20 ANNUAL MAINTENANCE FEE)                     STANDARDIZED                       NON-STANDARDIZED                   INCEPTION
                                                                                                                            DATE
- ---------------------------------------------------------------------------------------------------------------------------------
      SUBACCOUNT                           1  Year      5 Years     10 Years    1 Year   3 Years   5 Years    10 Years
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>          <C>          <C>        <C>       <C>       <C>        <C>       <C>
Aetna Variable Fund                                                                                                      04/30/75
- ---------------------------------------------------------------------------------------------------------------------------------
 Aetna Income Shares                                                                                                     06/01/78
- ---------------------------------------------------------------------------------------------------------------------------------
 Aetna Variable Encore Fund                                                                                              09/01/75
- ---------------------------------------------------------------------------------------------------------------------------------
 Aetna Investment Advisers Fund, Inc.                                                                                    06/23/89
- ---------------------------------------------------------------------------------------------------------------------------------
 Alger American Growth Portfolio                                                                                         01/08/89
- ---------------------------------------------------------------------------------------------------------------------------------
 Alger American Small Cap Portfolio                                                                                      09/21/88
- ---------------------------------------------------------------------------------------------------------------------------------
 Calvert Responsibly Invested Balanced Portfolio                                                                         09/30/86
- ---------------------------------------------------------------------------------------------------------------------------------
 Fidelity Equity-Income Portfolio                                                                                        10/22/86
- ---------------------------------------------------------------------------------------------------------------------------------
 Fidelity Growth Portfolio                                                                                               11/07/86
- ---------------------------------------------------------------------------------------------------------------------------------
 Fidelity Overseas Portfolio                                                                                             02/13/87
- ---------------------------------------------------------------------------------------------------------------------------------
 Franklin Government Securities Trust                                                                                    05/30/89
- ---------------------------------------------------------------------------------------------------------------------------------
 Janus Aspen Aggressive Growth Portfolio                                                                                  9/13/93
- ---------------------------------------------------------------------------------------------------------------------------------
 Janus Aspen Balanced Portfolio                                                                                          09/13/93
- ---------------------------------------------------------------------------------------------------------------------------------
 Janus Aspen Flexible Income Portfolio                                                                                   09/13/93
- ---------------------------------------------------------------------------------------------------------------------------------
 Janus Aspen Growth Portfolio                                                                                            09/13/93
- ---------------------------------------------------------------------------------------------------------------------------------
 Janus Aspen Short-Term Bond Portfolio                                                                                   09/13/93
- ---------------------------------------------------------------------------------------------------------------------------------
 Janus Aspen Worldwide Growth Portfolio                                                                                  09/13/93
- ---------------------------------------------------------------------------------------------------------------------------------
 Lexington Natural Resources Trust                                                                                       05/31/89
- ---------------------------------------------------------------------------------------------------------------------------------
 Neuberger & Berman Growth Portfolio                                                                                     12/31/85
- ---------------------------------------------------------------------------------------------------------------------------------
 Scudder International Portfolio                                                                                         04/30/87
- ---------------------------------------------------------------------------------------------------------------------------------
 TCI Growth                                                                                                              11/20/87
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                        5
<PAGE>

                              AETNA PLUS CONTRACTS
                                     TABLE C
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
INSTALLMENT PAYMENT ACCOUNT                                                                                             FUND
($15 ANNUAL MAINTENANCE FEE)                       STANDARDIZED        NON-STANDARDIZED                              INCEPTION
                                                                                                                        DATE
- -------------------------------------------------------------------------------------------------------------------------------
            SUBACCOUNT                           1  Year    5 Years  10 Years  1 Year    3 Years   5 Years   10 Years
- -------------------------------------------------------------------------------------------------------------------------------
<S>                                              <C>        <C>      <C>       <C>       <C>       <C>       <C>      <C>
Aetna Variable Fund                                                                                                   04/30/75
- ------------------------------------------------------------------------------------------------------------------------------
Aetna Income Shares                                                                                                   06/01/78
- ------------------------------------------------------------------------------------------------------------------------------
Aetna Variable Encore Fund                                                                                            09/01/75
- ------------------------------------------------------------------------------------------------------------------------------
Aetna Investment Advisers Fund, Inc.                                                                                  06/23/89
- ------------------------------------------------------------------------------------------------------------------------------
Alger American Growth Portfolio                                                                                       01/08/89
- ------------------------------------------------------------------------------------------------------------------------------
Alger American Small Cap Portfolio                                                                                    09/21/88
- ------------------------------------------------------------------------------------------------------------------------------
Calvert Responsibly Invested Balanced Portfolio                                                                       09/30/86
- ------------------------------------------------------------------------------------------------------------------------------
Fidelity Equity-Income Portfolio                                                                                      10/22/86
- ------------------------------------------------------------------------------------------------------------------------------
Fidelity Growth Portfolio                                                                                             11/07/86
- ------------------------------------------------------------------------------------------------------------------------------
Fidelity Overseas Portfolio                                                                                           02/13/87
- ------------------------------------------------------------------------------------------------------------------------------
Franklin Government Securities Trust                                                                                  05/30/89
- ------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Aggressive Growth Portfolio                                                                                9/13/93
- ------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Balanced Portfolio                                                                                        09/13/93
- ------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Flexible Income Portfolio                                                                                 09/13/93
- ------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Growth Portfolio                                                                                          09/13/93
- ------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Short-Term Bond Portfolio                                                                                 09/13/93
- ------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Worldwide Growth Portfolio                                                                                09/13/93
- ------------------------------------------------------------------------------------------------------------------------------
Lexington Natural Resources Trust                                                                                     05/31/89
- ------------------------------------------------------------------------------------------------------------------------------
Neuberger & Berman Growth Portfolio                                                                                   12/31/85
- ------------------------------------------------------------------------------------------------------------------------------
Scudder International Portfolio                                                                                       04/30/87
- ------------------------------------------------------------------------------------------------------------------------------
TCI Growth                                                                                                            11/20/87
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                        6
<PAGE>
                            MULTIPLE OPTION CONTRACTS
                                     TABLE A


<TABLE>
<CAPTION>

SINGLE PAYMENT ACCOUNT:                                                                                                   FUND
 ($0 MAINTENANCE FEE)                               STANDARDIZED                            NON-STANDARDIZED             INCEPTION
                                                                                                                          DATE
- ----------------------------------------------------------------------------------------------------------------------------------
 SUBACCOUNT                                    1  Year    5 Years    10 Years    1 Year    3 Years   5 Years  10 Years
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>        <C>        <C>         <C>       <C>       <C>      <C>         <C>
Aetna Variable Fund                                                                                                       04/30/75
- ----------------------------------------------------------------------------------------------------------------------------------
 Aetna Income Shares                                                                                                      06/01/78
- ----------------------------------------------------------------------------------------------------------------------------------
 Aetna Variable Encore Fund                                                                                               09/01/75
- ----------------------------------------------------------------------------------------------------------------------------------
 Aetna Investment Advisers Fund, Inc.                                                                                     06/23/89
- ----------------------------------------------------------------------------------------------------------------------------------
 Alger American Growth Portfolio                                                                                          01/08/89
- ----------------------------------------------------------------------------------------------------------------------------------
 Alger American Small Cap Portfolio                                                                                       09/21/88
- ----------------------------------------------------------------------------------------------------------------------------------
 Calvert Responsibly Invested Balanced Portfolio                                                                          09/30/86
- ----------------------------------------------------------------------------------------------------------------------------------
 Fidelity Equity-Income Portfolio                                                                                         10/22/86
- ----------------------------------------------------------------------------------------------------------------------------------
 Fidelity Growth Portfolio                                                                                                11/07/86
- ----------------------------------------------------------------------------------------------------------------------------------
 Fidelity Overseas Portfolio                                                                                              02/13/87
- ----------------------------------------------------------------------------------------------------------------------------------
 Franklin Government Securities Trust                                                                                     05/30/89
- ----------------------------------------------------------------------------------------------------------------------------------
 Janus Aspen Aggressive Growth Portfolio                                                                                   9/13/93
- ----------------------------------------------------------------------------------------------------------------------------------
 Janus Aspen Balanced Portfolio                                                                                           09/13/93
- ----------------------------------------------------------------------------------------------------------------------------------
 Janus Aspen Flexible Income Portfolio                                                                                    09/13/93
- ----------------------------------------------------------------------------------------------------------------------------------
 Janus Aspen Growth Portfolio                                                                                             09/13/93
- ----------------------------------------------------------------------------------------------------------------------------------
 Janus Aspen Short-Term Bond Portfolio                                                                                    09/13/93
- ----------------------------------------------------------------------------------------------------------------------------------
 Janus Aspen Worldwide Growth Portfolio                                                                                   09/13/93
- ----------------------------------------------------------------------------------------------------------------------------------
 Lexington Natural Resources Trust                                                                                        05/31/89
- ----------------------------------------------------------------------------------------------------------------------------------
 Neuberger & Berman Growth Portfolio                                                                                      12/31/85
- ----------------------------------------------------------------------------------------------------------------------------------
 Scudder International Portfolio                                                                                          04/30/87
- ----------------------------------------------------------------------------------------------------------------------------------
 TCI Growth                                                                                                               11/20/87
- ----------------------------------------------------------------------------------------------------------------------------------

</TABLE>

                                        7

<PAGE>
                            MULTIPLE OPTION CONTRACTS
                                     TABLE B
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
INSTALLMENT PAYMENT ACCOUNT                                                                                            FUND
($20 ANNUAL MAINTENANCE FEE)                      STANDARDIZED                         NON-STANDARDIZED               INCEPTION
                                                                                                                        DATE
- -------------------------------------------------------------------------------------------------------------------------------
 SUBACCOUNT                              1 Year        5 Years   10 Years    1 Year     3 Years    5 Years    10 Years
- -------------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>      <C>        <C>         <C>        <C>        <C>        <C>      <C>
Aetna Variable Fund                                                                                                    04/30/75
- -------------------------------------------------------------------------------------------------------------------------------
Aetna Income Shares                                                                                                    06/01/78
- -------------------------------------------------------------------------------------------------------------------------------
Aetna Variable Encore Fund                                                                                             09/01/75
- -------------------------------------------------------------------------------------------------------------------------------
Aetna Investment Advisers Fund, Inc.                                                                                   06/23/89
- -------------------------------------------------------------------------------------------------------------------------------
Alger American Growth Portfolio                                                                                        01/08/89
- -------------------------------------------------------------------------------------------------------------------------------
Alger American Small Cap Portfolio                                                                                     09/21/88
- -------------------------------------------------------------------------------------------------------------------------------
Calvert Responsibly Invested Balanced Portfolio                                                                        09/30/86
- -------------------------------------------------------------------------------------------------------------------------------
Fidelity Equity-Income Portfolio                                                                                       10/22/86
- -------------------------------------------------------------------------------------------------------------------------------
Fidelity Growth Portfolio                                                                                              11/07/86
- -------------------------------------------------------------------------------------------------------------------------------
Fidelity Overseas Portfolio                                                                                            02/13/87
- -------------------------------------------------------------------------------------------------------------------------------
Franklin Government Securities Trust                                                                                   05/30/89
- -------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Aggressive Growth Portfolio                                                                                 9/13/93
- -------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Balanced Portfolio                                                                                         09/13/93
- -------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Flexible Income Portfolio                                                                                  09/13/93
- -------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Growth Portfolio                                                                                           09/13/93
- -------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Short-Term Bond Portfolio                                                                                  09/13/93
- -------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Worldwide Growth Portfolio                                                                                 09/13/93
- -------------------------------------------------------------------------------------------------------------------------------
Lexington Natural Resources Trust                                                                                      05/31/89
- -------------------------------------------------------------------------------------------------------------------------------
Neuberger & Berman Growth Portfolio                                                                                    12/31/85
- -------------------------------------------------------------------------------------------------------------------------------
Scudder International Portfolio                                                                                        04/30/87
- -------------------------------------------------------------------------------------------------------------------------------
TCI Growth                                                                                                             11/20/87
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                        8
<PAGE>

                            MULTIPLE OPTION CONTRACTS
                                     TABLE C
<TABLE>
<CAPTION>

INSTALLMENT PAYMENT ACCOUNT                                                                                               FUND
($15 ANNUAL MAINTENANCE FEE)                      STANDARDIZED                 NON-STANDARDIZED                         INCEPTION
                                                                                                                           DATE
- ---------------------------------------------------------------------------------------------------------------------------------
SUBACCOUNT                                  1  Year     5 Years   10 Years   1 Year   3 Years     5 Years     10 Years
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>         <C>       <C>        <C>      <C>        <C>          <C>       <C>
Aetna Variable Fund                                                                                                     04/30/75
- --------------------------------------------------------------------------------------------------------------------------------
 Aetna Income Shares                                                                                                    06/01/78
- --------------------------------------------------------------------------------------------------------------------------------
 Aetna Variable Encore Fund                                                                                             09/01/75
- --------------------------------------------------------------------------------------------------------------------------------
 Aetna Investment Advisers Fund, Inc.                                                                                   06/23/89
- --------------------------------------------------------------------------------------------------------------------------------
 Alger American Growth Portfolio                                                                                        01/08/89
- --------------------------------------------------------------------------------------------------------------------------------
 Alger American Small Cap Portfolio                                                                                     09/21/88
- --------------------------------------------------------------------------------------------------------------------------------
Calvert Responsibly Invested Balanced Portfolio                                                                         09/30/86
- --------------------------------------------------------------------------------------------------------------------------------
 Fidelity Equity-Income Portfolio                                                                                       10/22/86
- --------------------------------------------------------------------------------------------------------------------------------
 Fidelity Growth Portfolio                                                                                              11/07/86
- --------------------------------------------------------------------------------------------------------------------------------
 Fidelity Overseas Portfolio                                                                                            02/13/87
- --------------------------------------------------------------------------------------------------------------------------------
 Franklin Government Securities Trust                                                                                   05/30/89
- --------------------------------------------------------------------------------------------------------------------------------
 Janus Aspen Aggressive Growth Portfolio                                                                                 9/13/93
- --------------------------------------------------------------------------------------------------------------------------------
 Janus Aspen Balanced Portfolio                                                                                         09/13/93
- --------------------------------------------------------------------------------------------------------------------------------
 Janus Aspen Flexible Income Portfolio                                                                                  09/13/93
- --------------------------------------------------------------------------------------------------------------------------------
 Janus Aspen Growth Portfolio                                                                                           09/13/93
- --------------------------------------------------------------------------------------------------------------------------------
 Janus Aspen Short-Term Bond Portfolio                                                                                  09/13/93
- --------------------------------------------------------------------------------------------------------------------------------
 Janus Aspen Worldwide Growth Portfolio                                                                                 09/13/93
- --------------------------------------------------------------------------------------------------------------------------------
 Lexington Natural Resources Trust                                                                                      05/31/89
- --------------------------------------------------------------------------------------------------------------------------------
 Neuberger & Berman Growth Portfolio                                                                                    12/31/85
- --------------------------------------------------------------------------------------------------------------------------------
 Scudder International Portfolio                                                                                        04/30/87
- --------------------------------------------------------------------------------------------------------------------------------
 TCI Growth                                                                                                             11/20/87
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                        9
<PAGE>

                               ANNUITY PAYMENTS

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


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

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

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

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

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

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

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


                                      10

<PAGE>

the prior Valuation Period (assume such value to be $13.504376) to produce an
Annuity Unit value of $13.523359 for the Valuation Period in which the second
payment is due.

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

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

                        SALES MATERIAL AND ADVERTISING

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

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

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

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

                             INDEPENDENT AUDITORS

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

                                      11

<PAGE>

                             FINANCIAL STATEMENTS

                          VARIABLE ANNUITY ACCOUNT C


                                    INDEX


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



            "TO BE FILED IN A SUBSEQUENT POST-EFFECTIVE AMENDMENT"




                                     S-1

<PAGE>




                     STATEMENT OF ADDITIONAL INFORMATION




<PAGE>
                               POWER OF ATTORNEY

I, Eugene M. Trovato, Vice President, Chief Accounting Officer and Corporate
Controller of Aetna Life Insurance and Annuity Company, do hereby constitute
and appoint Susan E. Bryant, Steven J. Lauwers, and Julie E. Rockmore and each
of them individually, my true and lawful attorneys, with full power to them
and each of them to sign for me, and in my name and in the capacity indicated
below, any and all amendments to the Registration Statements listed below
filed with the Securities and Exchange Commission by Aetna Life Insurance and
Annuity Company under the Securities Act of 1933, as amended, and/or the
Investment Company Act of 1940, including but not limited to pre-effective
amendments and post-effective amendments to such filings:

Registration Statements filed under the Securities Act of 1933, as amended:

2-52448                  33-75960                 33-75996
2-52449                  33-75962                 33-75998
33-02339                 33-75964                 33-76000
33-34370                 33-75966                 33-76002
33-34583                 33-75968                 33-76004
33-42555                 33-75970                 33-76018
33-60477                 33-75972                 33-76024
33-61897                 33-75974                 33-76026
33-62473                 33-75976                 33-79118
33-62481                 33-75978                 33-79122
33-63611                 33-75980                 33-81216
33-63657                 33-75982                 33-87642
33-64277                 33-75984                 33-87932
33-64331                 33-75986                 33-88720
33-75248                 33-75988                 33-88722
33-75954                 33-75990                 33-88724
33-75956                 33-75992                 33-89858
33-75958                 33-75994                 33-91846

Registration Statements filed under the Investment Company Act of 1940:

811-2512         811-2513          811-4536          811-5906

hereby ratifying and confirming on this 8th day of February, 1996 my signature
as it may be signed by my said attorneys to any such registration statements,
applications and any and all amendments thereto:


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

<PAGE>
                               POWER OF ATTORNEY

I, Christopher J. Burns, Director of Aetna Life Insurance and Annuity Company,
do hereby constitute and appoint Susan E. Bryant, Steven J. Lauwers, and Julie
E. Rockmore and each of them individually, my true and lawful attorneys, with
full power to them and each of them to sign for me, and in my name and in the
capacity indicated below, any and all amendments to the Registration
Statements listed below filed with the Securities and Exchange Commission by
Aetna Life Insurance and Annuity Company under the Securities Act of 1933, as
amended, and/or the Investment Company Act of 1940, including but not limited
to pre-effective amendments and post-effective amendments to such filings:

Registration Statements filed under the Securities Act of 1933, as amended:

2-52448                  33-75960                 33-75996
2-52449                  33-75962                 33-75998
33-02339                 33-75964                 33-76000
33-34370                 33-75966                 33-76002
33-34583                 33-75968                 33-76004
33-42555                 33-75970                 33-76018
33-60477                 33-75972                 33-76024
33-61897                 33-75974                 33-76026
33-62473                 33-75976                 33-79118
33-62481                 33-75978                 33-79122
33-63611                 33-75980                 33-81216
33-63657                 33-75982                 33-87642
33-64277                 33-75984                 33-87932
33-64331                 33-75986                 33-88720
33-75248                 33-75988                 33-88722
33-75954                 33-75990                 33-88724
33-75956                 33-75992                 33-89858
33-75958                 33-75994                 33-91846

Registration Statements filed under the Investment Company Act of 1940:

811-2512         811-2513          811-4536          811-5906

hereby ratifying and confirming on this 8th day of February, 1996 my signature
as it may be signed by my said attorneys to any such registration statements,
applications and any and all amendments thereto:


/s/ Christopher J. Burns
- ----------------------------------------
Christopher J. Burns
Director

<PAGE>

POWER OF ATTORNEY

I, Laura R. Estes, Director of Aetna Life Insurance and Annuity Company, do
hereby constitute and appoint Susan E. Bryant, Steven J. Lauwers, and Julie E.
Rockmore and each of them individually, my true and lawful attorneys, with
full power to them and each of them to sign for me, and in my name and in the
capacity indicated below, any and all amendments to the Registration
Statements listed below filed with the Securities and Exchange Commission by
Aetna Life Insurance and Annuity Company under the Securities Act of 1933, as
amended, and/or the Investment Company Act of 1940, including but not limited
to pre-effective amendments and post-effective amendments to such filings:

Registration Statements filed under the Securities Act of 1933, as amended:

2-52448                  33-75960                 33-75996
2-52449                  33-75962                 33-75998
33-02339                 33-75964                 33-76000
33-34370                 33-75966                 33-76002
33-34583                 33-75968                 33-76004
33-42555                 33-75970                 33-76018
33-60477                 33-75972                 33-76024
33-61897                 33-75974                 33-76026
33-62473                 33-75976                 33-79118
33-62481                 33-75978                 33-79122
33-63611                 33-75980                 33-81216
33-63657                 33-75982                 33-87642
33-64277                 33-75984                 33-87932
33-64331                 33-75986                 33-88720
33-75248                 33-75988                 33-88722
33-75954                 33-75990                 33-88724
33-75956                 33-75992                 33-89858
33-75958                 33-75994                 33-91846

Registration Statements filed under the Investment Company Act of 1940:

811-2512         811-2513          811-4536          811-5906

hereby ratifying and confirming on this 8th day of February, 1996 my signature
as it may be signed by my said attorneys to any such registration statements,
applications and any and all amendments thereto:

/s/ Laura R. Estes
- ----------------------------------------
Laura R. Estes
Director

<PAGE>

                               POWER OF ATTORNEY

I, Timothy A. Holt, Director of Aetna Life Insurance and Annuity Company, do
hereby constitute and appoint Susan E. Bryant, Steven J. Lauwers, and Julie E.
Rockmore and each of them individually, my true and lawful attorneys, with
full power to them and each of them to sign for me, and in my name and in the
capacity indicated below, any and all amendments to the Registration
Statements listed below filed with the Securities and Exchange Commission by
Aetna Life Insurance and Annuity Company under the Securities Act of 1933, as
amended, and/or the Investment Company Act of 1940, including but not limited
to pre-effective amendments and post-effective amendments to such filings:

Registration Statements filed under the Securities Act of 1933, as amended:

2-52448                  33-75960                 33-75996
2-52449                  33-75962                 33-75998
33-02339                 33-75964                 33-76000
33-34370                 33-75966                 33-76002
33-34583                 33-75968                 33-76004
33-42555                 33-75970                 33-76018
33-60477                 33-75972                 33-76024
33-61897                 33-75974                 33-76026
33-62473                 33-75976                 33-79118
33-62481                 33-75978                 33-79122
33-63611                 33-75980                 33-81216
33-63657                 33-75982                 33-87642
33-64277                 33-75984                 33-87932
33-64331                 33-75986                 33-88720
33-75248                 33-75988                 33-88722
33-75954                 33-75990                 33-88724
33-75956                 33-75992                 33-89858
33-75958                 33-75994                 33-91846

Registration Statements filed under the Investment Company Act of 1940:

811-2512         811-2513          811-4536          811-5906

hereby ratifying and confirming on this 8th day of February, 1996 my signature
as it may be signed by my said attorneys to any such registration statements,
applications and any and all amendments thereto:

/s/ Timothy A. Holt
- ----------------------------------------
Timothy A. Holt
Director

<PAGE>

                               POWER OF ATTORNEY

I, Gail P. Johnson, Director of Aetna Life Insurance and Annuity Company, do
hereby constitute and appoint Susan E. Bryant, Steven J. Lauwers, and Julie E.
Rockmore and each of them individually, my true and lawful attorneys, with
full power to them and each of them to sign for me, and in my name and in the
capacity indicated below, any and all amendments to the Registration
Statements listed below filed with the Securities and Exchange Commission by
Aetna Life Insurance and Annuity Company under the Securities Act of 1933, as
amended, and/or the Investment Company Act of 1940, including but not limited
to pre-effective amendments and post-effective amendments to such filings:

Registration Statements filed under the Securities Act of 1933, as amended:

2-52448                  33-75960                 33-75996
2-52449                  33-75962                 33-75998
33-02339                 33-75964                 33-76000
33-34370                 33-75966                 33-76002
33-34583                 33-75968                 33-76004
33-42555                 33-75970                 33-76018
33-60477                 33-75972                 33-76024
33-61897                 33-75974                 33-76026
33-62473                 33-75976                 33-79118
33-62481                 33-75978                 33-79122
33-63611                 33-75980                 33-81216
33-63657                 33-75982                 33-87642
33-64277                 33-75984                 33-87932
33-64331                 33-75986                 33-88720
33-75248                 33-75988                 33-88722
33-75954                 33-75990                 33-88724
33-75956                 33-75992                 33-89858
33-75958                 33-75994                 33-91846

Registration Statements filed under the Investment Company Act of 1940:

811-2512         811-2513          811-4536          811-5906

hereby ratifying and confirming on this 12th day of February, 1996 my
signature as it may be signed by my said attorneys to any such registration
statements, applications and any and all amendments thereto:

/s/ Gail P. Johnson
- ----------------------------------------
Gail P. Johnson
Director

<PAGE>

                               POWER OF ATTORNEY

I, Daniel P. Kearney, Director and President (principal executive officer) of
Aetna Life Insurance and Annuity Company, do hereby constitute and appoint
Susan E. Bryant, Steven J. Lauwers, and Julie E. Rockmore and each of them
individually, my true and lawful attorneys, with full power to them and each
of them to sign for me, and in my name and in the capacity indicated below,
any and all amendments to the Registration Statements listed below filed with
the Securities and Exchange Commission by Aetna Life Insurance and Annuity
Company under the Securities Act of 1933, as amended, and/or the Investment
Company Act of 1940, including but not limited to pre-effective amendments and
post-effective amendments to such filings:

Registration Statements filed under the Securities Act of 1933, as amended:

2-52448                  33-75960                 33-75996
2-52449                  33-75962                 33-75998
33-02339                 33-75964                 33-76000
33-34370                 33-75966                 33-76002
33-34583                 33-75968                 33-76004
33-42555                 33-75970                 33-76018
33-60477                 33-75972                 33-76024
33-61897                 33-75974                 33-76026
33-62473                 33-75976                 33-79118
33-62481                 33-75978                 33-79122
33-63611                 33-75980                 33-81216
33-63657                 33-75982                 33-87642
33-64277                 33-75984                 33-87932
33-64331                 33-75986                 33-88720
33-75248                 33-75988                 33-88722
33-75954                 33-75990                 33-88724
33-75956                 33-75992                 33-89858
33-75958                 33-75994                 33-91846

Registration Statements filed under the Investment Company Act of 1940:

811-2512         811-2513          811-4536          811-5906

hereby ratifying and confirming on this 8th day of February, 1996 my signature
as it may be signed by my said attorneys to any such registration statements,
applications and any and all amendments thereto:

/s/ Daniel P. Kearney
- ----------------------------------------
Daniel P. Kearney
Director and President

<PAGE>

                               POWER OF ATTORNEY

I, John Y. Kim, Director of Aetna Life Insurance and Annuity Company, do
hereby constitute and appoint Susan E. Bryant, Steven J. Lauwers, and Julie E.
Rockmore and each of them individually, my true and lawful attorneys, with
full power to them and each of them to sign for me, and in my name and in the
capacity indicated below, any and all amendments to the Registration
Statements listed below filed with the Securities and Exchange Commission by
Aetna Life Insurance and Annuity Company under the Securities Act of 1933, as
amended, and/or the Investment Company Act of 1940, including but not limited
to pre-effective amendments and post-effective amendments to such filings:

Registration Statements filed under the Securities Act of 1933, as amended:

2-52448                  33-75960                 33-75996
2-52449                  33-75962                 33-75998
33-02339                 33-75964                 33-76000
33-34370                 33-75966                 33-76002
33-34583                 33-75968                 33-76004
33-42555                 33-75970                 33-76018
33-60477                 33-75972                 33-76024
33-61897                 33-75974                 33-76026
33-62473                 33-75976                 33-79118
33-62481                 33-75978                 33-79122
33-63611                 33-75980                 33-81216
33-63657                 33-75982                 33-87642
33-64277                 33-75984                 33-87932
33-64331                 33-75986                 33-88720
33-75248                 33-75988                 33-88722
33-75954                 33-75990                 33-88724
33-75956                 33-75992                 33-89858
33-75958                 33-75994                 33-91846

Registration Statements filed under the Investment Company Act of 1940:

811-2512         811-2513          811-4536          811-5906

hereby ratifying and confirming on this 8th day of February, 1996 my signature
as it may be signed by my said attorneys to any such registration statements,
applications and any and all amendments thereto:

/s/ John Y. Kim
- ----------------------------------------
John Y. Kim
Director

<PAGE>

                               POWER OF ATTORNEY

I, Shaun P. Mathews, Director of Aetna Life Insurance and Annuity Company, do
hereby constitute and appoint Susan E. Bryant, Steven J. Lauwers, and Julie E.
Rockmore and each of them individually, my true and lawful attorneys, with
full power to them and each of them to sign for me, and in my name and in the
capacity indicated below, any and all amendments to the Registration
Statements listed below filed with the Securities and Exchange Commission by
Aetna Life Insurance and Annuity Company under the Securities Act of 1933, as
amended, and/or the Investment Company Act of 1940, including but not limited
to pre-effective amendments and post-effective amendments to such filings:

Registration Statements filed under the Securities Act of 1933, as amended:

2-52448                  33-75960                 33-75996
2-52449                  33-75962                 33-75998
33-02339                 33-75964                 33-76000
33-34370                 33-75966                 33-76002
33-34583                 33-75968                 33-76004
33-42555                 33-75970                 33-76018
33-60477                 33-75972                 33-76024
33-61897                 33-75974                 33-76026
33-62473                 33-75976                 33-79118
33-62481                 33-75978                 33-79122
33-63611                 33-75980                 33-81216
33-63657                 33-75982                 33-87642
33-64277                 33-75984                 33-87932
33-64331                 33-75986                 33-88720
33-75248                 33-75988                 33-88722
33-75954                 33-75990                 33-88724
33-75956                 33-75992                 33-89858
33-75958                 33-75994                 33-91846

Registration Statements filed under the Investment Company Act of 1940:

811-2512         811-2513          811-4536          811-5906

hereby ratifying and confirming on this 8th day of February, 1996 my signature
as it may be signed by my said attorneys to any such registration statements,
applications and any and all amendments thereto:

/s/ Shaun P. Mathews
- ----------------------------------------
Shaun P. Mathews
Director

<PAGE>

                               POWER OF ATTORNEY

I, Glen Salow, Director of Aetna Life Insurance and Annuity Company, do hereby
constitute and appoint Susan E. Bryant, Steven J. Lauwers, and Julie E.
Rockmore and each of them individually, my true and lawful attorneys, with
full power to them and each of them to sign for me, and in my name and in the
capacity indicated below, any and all amendments to the Registration
Statements listed below filed with the Securities and Exchange Commission by
Aetna Life Insurance and Annuity Company under the Securities Act of 1933, as
amended, and/or the Investment Company Act of 1940, including but not limited
to pre-effective amendments and post-effective amendments to such filings:

Registration Statements filed under the Securities Act of 1933, as amended:

2-52448                  33-75960                 33-75996
2-52449                  33-75962                 33-75998
33-02339                 33-75964                 33-76000
33-34370                 33-75966                 33-76002
33-34583                 33-75968                 33-76004
33-42555                 33-75970                 33-76018
33-60477                 33-75972                 33-76024
33-61897                 33-75974                 33-76026
33-62473                 33-75976                 33-79118
33-62481                 33-75978                 33-79122
33-63611                 33-75980                 33-81216
33-63657                 33-75982                 33-87642
33-64277                 33-75984                 33-87932
33-64331                 33-75986                 33-88720
33-75248                 33-75988                 33-88722
33-75954                 33-75990                 33-88724
33-75956                 33-75992                 33-89858
33-75958                 33-75994                 33-91846

Registration Statements filed under the Investment Company Act of 1940:

811-2512         811-2513          811-4536          811-5906

hereby ratifying and confirming on this 8th day of February, 1996 my signature
as it may be signed by my said attorneys to any such registration statements,
applications and any and all amendments thereto:

/s/ Glen Salow
- ----------------------------------------
Glen Salow
Director

<PAGE>

                               POWER OF ATTORNEY

I, Creed R. Terry, Director of Aetna Life Insurance and Annuity Company, do
hereby constitute and appoint Susan E. Bryant, Steven J. Lauwers, and Julie E.
Rockmore and each of them individually, my true and lawful attorneys, with
full power to them and each of them to sign for me, and in my name and in the
capacity indicated below, any and all amendments to the Registration
Statements listed below filed with the Securities and Exchange Commission by
Aetna Life Insurance and Annuity Company under the Securities Act of 1933, as
amended, and/or the Investment Company Act of 1940, including but not limited
to pre-effective amendments and post-effective amendments to such filings:

Registration Statements filed under the Securities Act of 1933, as amended:

2-52448                  33-75960                 33-75996
2-52449                  33-75962                 33-75998
33-02339                 33-75964                 33-76000
33-34370                 33-75966                 33-76002
33-34583                 33-75968                 33-76004
33-42555                 33-75970                 33-76018
33-60477                 33-75972                 33-76024
33-61897                 33-75974                 33-76026
33-62473                 33-75976                 33-79118
33-62481                 33-75978                 33-79122
33-63611                 33-75980                 33-81216
33-63657                 33-75982                 33-87642
33-64277                 33-75984                 33-87932
33-64331                 33-75986                 33-88720
33-75248                 33-75988                 33-88722
33-75954                 33-75990                 33-88724
33-75956                 33-75992                 33-89858
33-75958                 33-75994                 33-91846

Registration Statements filed under the Investment Company Act of 1940:

811-2512         811-2513          811-4536          811-5906

hereby ratifying and confirming on this 8th day of February, 1996 my signature
as it may be signed by my said attorneys to any such registration statements,
applications and any and all amendments thereto:

/s/ Creed R. Terry
- ----------------------------------------
Creed R. Terry
Director



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission