VARIABLE ANNUITY ACCT C OF AETNA LIFE INSURANCE & ANNUITY CO
N-4 EL, 1996-02-21
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                                          SEC File No. 33 - _____
                                         SEC File No. 811 - 02513

As filed with the Securities and Exchange Commission on February
21, 1996

                             Form N-4

                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933       [X]

     Pre-Effective Amendment No.  __________                  [ ]
     Post-Effective Amendment No. __________                  [ ]

                           AMENDMENT TO
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940


                 (Check appropriate box or boxes)

                    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, Hartford, Connecticut  06156
(Address of Depositor's Principal Executive Offices and Zip Code)

                           203-273-7834
       (Depositor's Telephone Number, Including Area Code)

                      Susan E. Bryant, Esq.
       151 Farmington Avenue, Hartford, Connecticut  06156
             (Name and Address of Agent for Service)

                            Copies to:
                    Josephine Cicchetti, Esq.
                    W. Randolph Thompson, Esq.
                Jorden Burt Berenson & Johnson LLP
                      1025 Thomas Jefferson
                          Suite 400 East
                   Washington, D.C. 20007-0805

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.
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Approximate Date of Proposed Public Offering:  As soon as
practicable after the effectiveness of this Registration
Statement.

It is proposed that this filing will become effective (check
appropriate box):

___       immediately upon filing pursuant to paragraph (b) of
          rule 485.
___       on (date) pursuant to paragraph (b)(1)(v) of rule 485.
___       60 days after filing pursuant to paragraph (a)(1) of
          rule 485.
___       on (date) pursuant to paragraph (a)(1) of rule 485.
___       75 days after filing pursuant to paragraph (a)(2) of
          rule 485.
___       on (date) pursuant to paragraph (a)(2) of rule 485.

If appropriate, check the following box:

___       This post-effective amendment designates a new
          effective date for a previously-filed post-effective
          amendment.

The Registrant hereby amends this Registration Statement on such
dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically
states that this Registration Statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act
of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said
Section 8(a) may determine.
<PAGE>






                      SUBJECT TO COMPLETION
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR
AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES
HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE
SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED
PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE.
THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF
THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION
OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION
UNDER THE SECURITIES LAWS OF ANY SUCH STATE.


             AETNA LIFE INSURANCE AND ANNUITY COMPANY
                      151 Farmington Avenue
                        Annuity Operations
                   Hartford, Connecticut 06156
                    Telephone: 1-800-525-4225


                    VARIABLE ANNUITY ACCOUNT C

                  Retirement Plus and Voluntary
          Tax-Deferred Group Variable Annuity Contracts 
                               for
                 Section 403(b) Retirement Plans
         Section 401(a)/401(k) Defined Contribution Plans

               Prospectus Dated: ___________, 1996


This Prospectus describes the Retirement Plus and Voluntary
Contracts which are group deferred variable annuity contracts
(the "Contracts") issued by Aetna Life Insurance and Annuity
Company ("Company"). See "Purchase." The Contracts are designed
to fund plans that provide for retirement income and are
established under the Internal Revenue Code of 1986, as amended
("Code"). Amounts held under a Contract may be entitled to
tax-deferred treatment under certain sections of the Code.

Each Contract allows values to accumulate under variable
investment options or credited interest options, or a combination
of these investment options. They also provide for the payment of
annuity benefits on a variable or fixed basis, or a combination
thereof.

The variable funding options ("Funds") currently available
through the Separate Account under the Contracts described in
this Prospectus are as follows: 

- -Aetna Variable Fund
- -Aetna Income Shares
- -Aetna Variable Encore Fund
- -Aetna Investment Advisers Fund, Inc.
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- -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 (a Twentieth Century fund)

The availability of the above Funds is subject to applicable
regulatory authorization. Not all Funds are available in all
jurisdictions or under a particular Contract. Please check with
your employer to determine option availability.

The credited interest options available for the accumulation of
values are the Guaranteed Accumulation Account, the Fixed Plus
Account and the Fixed Account. The Guaranteed Accumulation
Account and the Fixed Plus Account are offered only in those
jurisdictions in which they are approved.  (See Appendix I and
Appendix II). The Fixed Account is available for accumulation
only in limited circumstances. See Appendix III. Except as
specifically mentioned, this Prospectus describes only the
variable options of the Contracts. Additional information about
the Guaranteed Accumulation Account is also contained in an
accompanying prospectus.

This Prospectus sets forth concisely the information about
Variable Annuity Account C (the "Separate Account") that a
prospective investor should know before investing. Additional
information about the Separate Account is contained in a
Statement of Additional Information ("SAI") dated _______, 1996,
which has been filed with the Securities and Exchange Commission
and is incorporated herein by reference. The Table of Contents
for the SAI is printed in this Prospectus. An SAI may be obtained
without charge by indicating the request on the enrollment form
or on the enclosed prospectus receipt for this Prospectus or by
calling 1-800-525-4225.

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


THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.


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

                                                             Page

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . .   1
PROSPECTUS SUMMARY  . . . . . . . . . . . . . . . . . . . . .   5
FEE TABLE . . . . . . . . . . . . . . . . . . . . . . . . . .   7
PERFORMANCE DATA  . . . . . . . . . . . . . . . . . . . . . .  16
THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . .  18
VARIABLE ANNUITY ACCOUNT C  . . . . . . . . . . . . . . . . .  18
THE FUNDS . . . . . . . . . . . . . . . . . . . . . . . . . .  18
  Fund Investment Advisers  . . . . . . . . . . . . . . . . .  23
  Mixed and Shared Funding  . . . . . . . . . . . . . . . . .  24
  Fund Changes  . . . . . . . . . . . . . . . . . . . . . . .  25
  Fund Limitations  . . . . . . . . . . . . . . . . . . . . .  25
PURCHASE
  The Contracts . . . . . . . . . . . . . . . . . . . . . . .  25
  Eligible Contract Holders . . . . . . . . . . . . . . . . .  26
  Purchase By Exchange  . . . . . . . . . . . . . . . . . . .  26
  Contract Charges and Fees Options . . . . . . . . . . . . .  26
  Responsibilities of Contract Holders  . . . . . . . . . . .  26
  Enrollment of Participants  . . . . . . . . . . . . . . . .  26
  Contributions . . . . . . . . . . . . . . . . . . . . . . .  27
    Contribution Limits For Contracts Used with 403(b) Plans   27
    Contribution Limits for Contracts Used with 
      401(a)/401(k) Plans   . . . . . . . . . . . . . . . . .  28
  Distribution  . . . . . . . . . . . . . . . . . . . . . . .  28
DETERMINING INDIVIDUAL ACCOUNT CURRENT VALUE  . . . . . . . .  29
  Fund Record Units . . . . . . . . . . . . . . . . . . . . .  29
  Net Return Factor . . . . . . . . . . . . . . . . . . . . .  29
  Transfer Credits  . . . . . . . . . . . . . . . . . . . . .  30
CONTRACT RIGHTS . . . . . . . . . . . . . . . . . . . . . . .  30
  Right to Cancel . . . . . . . . . . . . . . . . . . . . . .  30
  Rights Under the Contracts  . . . . . . . . . . . . . . . .  31
    Rights Under the Retirement Plus Contract   . . . . . . .  31
    Rights Under The Voluntary Contract   . . . . . . . . . .  31
    Rights to Your Individual Account   . . . . . . . . . . .  31
  Transfers and Allocation Changes  . . . . . . . . . . . . .  32
  Withdrawals . . . . . . . . . . . . . . . . . . . . . . . .  32
    Withdrawal Restrictions for Contracts Used
      with 403(b) Plans . . . . . . . . . . . . . . . . . . .  33
  Reinvestment Privilege  . . . . . . . . . . . . . . . . . .  34
  Contract Loans  . . . . . . . . . . . . . . . . . . . . . .  34
CHARGES AND FEES DURING THE ACCUMULATION PERIOD . . . . . . .  35
  Annual Maintenance Fee  . . . . . . . . . . . . . . . . . .  39
  Withdrawal Fee  . . . . . . . . . . . . . . . . . . . . . .  39
  Mortality and Expense Risk Charges  . . . . . . . . . . . .  41
  Administrative Expense Charge . . . . . . . . . . . . . . .  41
  Fund Expenses . . . . . . . . . . . . . . . . . . . . . . .  41
  Premium and Other Taxes . . . . . . . . . . . . . . . . . .  42
CHARGES AND FEES DURING THE ANNUITY PERIOD  . . . . . . . . .  42
  Mortality and Expense Risk Charges  . . . . . . . . . . . .  42
  Administrative Expense Charge   . . . . . . . . . . . . . .  42
  Withdrawal Fee  . . . . . . . . . . . . . . . . . . . . . .  42
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                        TABLE OF CONTENTS

                                                             Page

ADDITIONAL WITHDRAWAL OPTIONS . . . . . . . . . . . . . . . .  42
ANNUITY PERIOD  . . . . . . . . . . . . . . . . . . . . . . .  43
  Annuity Period Elections  . . . . . . . . . . . . . . . . .  43
  Annuity Options . . . . . . . . . . . . . . . . . . . . . .  45
DEATH BENEFIT . . . . . . . . . . . . . . . . . . . . . . . .  47
  Accumulation Period . . . . . . . . . . . . . . . . . . . .  47
  Annuity Period  . . . . . . . . . . . . . . . . . . . . . .  48
TAX STATUS  . . . . . . . . . . . . . . . . . . . . . . . . .  49
  Introduction  . . . . . . . . . . . . . . . . . . . . . . .  49
  Taxation of the Company . . . . . . . . . . . . . . . . . .  50
  Tax Status of the Contracts . . . . . . . . . . . . . . . .  51
  Contracts Used with 403(b) Plans  . . . . . . . . . . . . .  51
  Contracts Used With "Qualified" Plans . . . . . . . . . . .  53
  Penalty Tax on Certain Distributions  . . . . . . . . . . .  54
  Other Tax Consequences  . . . . . . . . . . . . . . . . . .  55
MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . .  56
  Voting Rights . . . . . . . . . . . . . . . . . . . . . . .  56
  Modification of the Contracts . . . . . . . . . . . . . . .  57
  Nonparticipating Contracts  . . . . . . . . . . . . . . . .  57
  Contract Holder Inquiries . . . . . . . . . . . . . . . . .  57
  Telephone Transfers . . . . . . . . . . . . . . . . . . . .  57
  Payments  . . . . . . . . . . . . . . . . . . . . . . . . .  58
  Transfer of Ownership; Assignment . . . . . . . . . . . . .  58
  Legal Proceedings . . . . . . . . . . . . . . . . . . . . .  58
  Legal Matters . . . . . . . . . . . . . . . . . . . . . . .  58
STATEMENT OF ADDITIONAL INFORMATION -- TABLE OF CONTENTS  . .  59
APPENDIX I--Guaranteed Accumulation Account . . . . . . . . .  60
  Mortality and Expense Risk Charges  . . . . . . . . . . . .  61
  Transfers   . . . . . . . . . . . . . . . . . . . . . . . .  61
  Contract Loans  . . . . . . . . . . . . . . . . . . . . . .  61
  Reinvestment Privilege  . . . . . . . . . . . . . . . . . .  61
APPENDIX II--Fixed Plus Account . . . . . . . . . . . . . . .  62
  Fixed Plus Account  . . . . . . . . . . . . . . . . . . . .  62
  Fixed Plus Account Withdrawals  . . . . . . . . . . . . . .  63
  Transfers Among Investment Options  . . . . . . . . . . . .  64
  SWO   . . . . . . . . . . . . . . . . . . . . . . . . . . .  64
  Loans   . . . . . . . . . . . . . . . . . . . . . . . . . .  65
  Transfer Credits  . . . . . . . . . . . . . . . . . . . . .  65
APPENDIX III-- Fixed Account  . . . . . . . . . . . . . . . .  66
  Fixed Account   . . . . . . . . . . . . . . . . . . . . . .  66
  Mortality and Expense Risk Charges  . . . . . . . . . . . .  67
  Transfers Among Investment Options  . . . . . . . . . . . .  67
  Contract Loans  . . . . . . . . . . . . . . . . . . . . . .  68
APPENDIX IV - Employee Appointment of Employer as Agent
              Under an Annuity Contract   . . . . . . . . . .  69
APPENDIX V - Contracts Acquired by Exchange   . . . . . . . .  71
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                           DEFINITIONS

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

ACCUMULATION PERIOD: The period during which Net Contribution(s)
are applied to an Individual Account. 

ADJUSTED CURRENT VALUE: The Current Value of an Individual
Account plus or minus any applicable aggregate GA Account Market
Value Adjustment, if applicable.

AGGREGATE CURRENT VALUE: Current Value of Individual Accounts
under a Contract and other contracts of the same class as the
Contract covering employees of the employer maintaining the Plan.
Where such other contract becomes effective after the date a
Contract became effective, the aggregation will commence in
accordance with the Company's existing administrative practice,
but in no event later than the first day of the next succeeding
anniversary date. Where such other contract is in existence prior
to, or on the date a Contract became effective, the aggregation
will commence on the date the Contract becomes effective.

ANNUITANT: A person on whose life an Annuity payment is based
under a Contract.

ANNUITY: Payments of income: 

          (a)  For the life of one or two persons;
          (b)  For a stated period; or
          (c)  For some combination of (a) and (b).

ANNUITY PERIOD: The period during which Annuity payments are
made. 

ANNUITY UNIT: A measure of the value attributable to each Fund
selected during the Annuity Period.

BENEFICIARY: The person named to receive any benefits which
remain under a Contract after a Participant's death. Participants
designate a Plan beneficiary for their Individual Accounts. 

CODE: Internal Revenue Code of 1986, as amended.

COMPANY: Aetna Life Insurance and Annuity Company, sometimes
referred to as "we" or "us."

CONTRACT(S): Either the Retirement Plus Contract or the Voluntary
Contract offered by this Prospectus or both.

CONTRACT HOLDER: The entity to which a Contract is issued. The
Contract Holder is usually the employer.

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CONTRIBUTION: A payment received at the Company's Home Office and
allocated to a Contract.

CURRENT VALUE: For an Individual Account during the Accumulation
Period, the Current Value is the total of:

      (a) The amount, if any, in the Fixed Plus Account, with
      interest earned to date; plus
      (b) The amount, if any, in the GA Account with interest
      earned to date; plus
      (c) The amount, if any, in the Fixed Account with interest
      earned to date; plus
      (d) The value of all Fund Record Units, if any, as of the
      most recent Valuation Period; less
      (e) Any Maintenance Fee(s) due.

DISTRIBUTOR(S): The registered broker-dealer(s) which have
entered into selling agreements with the Company to offer and
sell the Contracts. The Company may also serve as a Distributor.

EMPLOYEE ACCOUNT: An Individual Account that will be credited
with Participant Contributions, specifically employee salary
reduction contributions.

EMPLOYER ACCOUNT: An Individual Account that will be credited
with the employer Contributions.

ERISA: Employee Retirement Income Security Act of 1974.

FIXED ACCOUNT: An accumulation option with a guaranteed minimum
interest rate which is available for accumulation only in limited
circumstances. See Appendix III.

FIXED PLUS ACCOUNT: An accumulation option with a guaranteed
minimum interest rate. The Company may credit a higher rate which
is not guaranteed.

FUND RECORD UNITS: Units representing the portion of the Net
Contribution(s) applied to each Fund under the Separate Account.

FUNDS: The open-end registered management investment companies or
separate investment portfolio thereof, in which the Separate
Account invests. 

GENERAL ACCOUNT: The account holding the assets of the Company,
other than those assets held in the Company's separate
account(s).

GUARANTEED ACCUMULATION ACCOUNT (GA ACCOUNT or the GAA): An
accumulation option where the Company guarantees stipulated
rate(s) of interest for a specified period of time. See Appendix


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I. All General Account assets of the Company are available to
meet the guarantees for the GA Account.

HOME OFFICE: The Company's principal executive offices located at
151 Farmington Avenue, Hartford, Connecticut 06156.

INDIVIDUAL ACCOUNT(s): Account(s) established for each
Participant under each Contract in which he or she may be
participating to keep a record of Current Values and
transactions. 

MAINTENANCE FEE: A maintenance fee will be charged for each
Participant under each Contract and will be deducted during the
Accumulation Period from the sum under each Contract of the
Current Value of Participant's Individual Accounts and upon full
surrender of the Participant's Individual Accounts.

MARKET VALUE ADJUSTMENT: An adjustment to the amount withdrawn or
transferred from the Guaranteed Accumulation Account prior to the
end of that Guaranteed Term. The adjustment reflects the change
in the value of the investment due to changes in interest rates
since the date of deposit. See Appendix I and the prospectus for
the Guaranteed Accumulation Account for a discussion of how the
market value adjustment is actually calculated.

NET CONTRIBUTIONS: A Contribution less applicable premium taxes.

PARTICIPANT: An eligible person participating in the Plan
maintained by the Contract Holder, for whom an Individual Account
has been established by the Contract Holder, referred to as
"you."

PLAN(S): The Plan named on the cover of a Contract established
under Code Section 403(b) or Sections 401(a)/401(k).

SEC: Securities and Exchange Commission.

SEPARATE ACCOUNT: Variable Annuity Account C, an account
established by the Company under Section 38a-433 of the
Connecticut General Statutes, that buys and holds shares of the
Fund(s) available under a Contract. 

RETIREMENT PLUS CONTRACT: The group deferred variable annuity
contract offered by this Prospectus which allows for employer
Contributions and employee Contributions.

UNDERWRITER: The registered broker-dealer which contracts with
other registered broker-dealers on behalf of the Separate Account
to offer and sell the Contracts.

VALUATION PERIOD: The period as of 4:15 p.m. Eastern time each
day the New York Stock Exchange is open, until 4:15 p.m. Eastern

<PAGE> 3
<PAGE>






time of the next such business day or such other day that any of
the Funds determines its net asset value.

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

VARIABLE ANNUITY: An Annuity providing for the accumulation of
values and/or for Annuity payments which vary in dollar amount
with investment results.

VOLUNTARY CONTRACT: The group deferred variable annuity contract
offered by this Prospectus which allows only for employee
Contributions.

WITHDRAWAL FEE: If all or any portion of an Individual Account's
Current Value is withdrawn during the Accumulation Period, a
percentage of the amount withdrawn may be deducted so that the
Company may recover sales and administrative related expenses.
































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                        PROSPECTUS SUMMARY

CONTRACTS OFFERED

The Contracts are group deferred, variable annuity contracts.
Under the Retirement Plus Contract, Contributions may be made by
the Contract Holder (generally, the employer) and the
Participants. Under the Voluntary Contract, Contributions may be
made only by Participants. See "The Contracts," "Contract Rights"
and "Miscellaneous."

The Contracts are being offered in certain markets to fund Plans
that are adopted under Sections 401(a), 401(k) or 403(b) of the
Code. Amounts held under the Plans may be entitled to
tax-deferred treatment under the Code. Under the Plans,
Contributions made under the Plan are forwarded by the Contract
Holder to the Company.

PURCHASE

Each Contract may be purchased by eligible organizations on
behalf of a group made up of their employees. Eligible employees
may participate in a Contract by completing an enrollment form
(and any other required forms) and submitting it to the Company
with an initial Contribution.  See "Purchase."

WITHDRAWALS

Each Contract allows withdrawals of all or a portion of your
Individual Account Current Value during the Accumulation Period.
Certain charges and fees may be assessed upon withdrawal from
either Contract. See "Charges and Fees During the Accumulation
Period." Limitations apply to withdrawals from the Fixed Plus
Account. See Appendix II. The Code restricts full and partial
withdrawals in certain circumstances. See "Withdrawal
Restrictions For Contracts Used with 403(b) Plans." Amounts
withdrawn from the GAA may be subject to a Market Value
Adjustment. See Appendix I.

WITHDRAWAL FEE

Amounts withdrawn from either Contract may be subject to a
Withdrawal Fee. The maximum Withdrawal Fee that could be assessed
on a full or partial withdrawal is 8.5% of the total
Contributions made to the Individual Account of a Contract. See
"Charges and Fees During the Accumulation Period -- Withdrawal
Fee."

TAXES AND WITHHOLDING

A 10% federal tax penalty and a 20% withholding for income tax
may be imposed on certain withdrawals. See "Tax Status." 

<PAGE> 5
<PAGE>






CONTRACT CHARGES

Certain charges are associated with each Contract; for example,
mortality and expense risk charges, administrative expense
charges and Maintenance Fees. The Funds are also subject to
certain fees and expenses. Contributions may also be subject to
premium taxes. See "Charges and Fees During the Accumulation
Period" for a complete explanation of these charges.

FREE LOOK PERIOD

Contract Holders have the right to cancel their Contract and
Participants have the right to cancel their participation in a
Contract within 10 days (or longer if required by state law).
Unless state law requires otherwise, the Company will return the
full amount of Contributions increased or decreased by the
investment performance of the variable funding options to which
Contributions were deposited.  



































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                            FEE TABLE
             (Based on year ended December 31, 1994) 

THE PURPOSE OF THE FEE TABLE IS TO ASSIST CONTRACT HOLDERS IN
UNDERSTANDING THE VARIOUS COSTS AND EXPENSES THAT MAY BE BORNE,
DIRECTLY OR INDIRECTLY, UNDER EACH CONTRACT. THE COSTS AND
EXPENSES WILL BE BASED UPON THE CHARGES AND FEES OPTION THE
CONTRACT HOLDER SELECTS. THE INFORMATION LISTED REFLECTS THE
CHARGES DUE UNDER EACH CONTRACT AS WELL AS THE FEES AND EXPENSES
DEDUCTED FROM THE FUNDS. ADDITIONAL INFORMATION REGARDING THE
CHARGES AND FEES ASSESSED UNDER EACH CONTRACT CAN BE FOUND UNDER
"CONTRACT CHARGES AND FEES OPTIONS" AND "CHARGES AND FEES DURING
THE ACCUMULATION PERIOD" IN THIS PROSPECTUS. CHARGES AND EXPENSES
SHOWN DO NOT TAKE INTO ACCOUNT PREMIUM TAXES THAT MAY BE
APPLICABLE. FOR MORE INFORMATION REGARDING EXPENSES PAID OUT OF
THE ASSETS OF A PARTICULAR FUND, SEE THE FUND'S PROSPECTUS.


CONTRACT HOLDER TRANSACTION EXPENSES
- -------------------------------------
WITHDRAWAL FEE for withdrawals under each Contract (as a
percentage of amount withdrawn)(1): 

           NUMBER OF YEARS
          INDIVIDUAL ACCOUNT
          HAS BEEN ESTABLISHED               FEE
     ---------------------------             ----
     Less than 5                             5%
     5 or more but less than 7               4%
     7 or more but less than 9               3%
     9 or more but less than 10              2%
     10 or more                              0%


ANNUAL MAINTENANCE FEE(2)
- -------------------------------
Per Participant Per Contract                 $20.00


SEPARATE ACCOUNT ANNUAL EXPENSES
- ---------------------------------
(Daily deductions, equal to the percentage shown on an annual
basis, made from amounts allocated to the variable options under
each Contract)

     Mortality and Expense Risk Charge(3)    1.25%
     Administrative Expense Charge(4)         .25%
                                             -----
     Total Separate Account Annual Expenses  1.50%
                                             =====



<PAGE> 7
<PAGE>






(1) This sets forth the Withdrawal Fee schedule for 10 years, the
maximum duration of the Withdrawal Fee. The total amount deducted
for the Withdrawal Fee will not exceed 8.5% of the Contributions
made to an Individual Account. See "Contract Charges and Fees
Options" and "Charges and Fees During the Accumulation Period --
Withdrawal Fee" for instances in which the Withdrawal Fee will
only be charged for 5 years or not at all and for a description
of this charge.
(2) This represents the maximum annual Maintenance Fee that will
be deducted under a Contract. See "Contract Charges and Fees
Options" and "Charges and Fees During the Accumulation Period -
Annual Maintenance Fee" for instances in which this fee may be
reduced and for a description of this charge. A Maintenance Fee,
to the extent permitted by state law, is also deducted upon
termination of an Individual Account.
(3) This represents the maximum mortality and expense risk charge
that may be deducted under a Contract. See "Contract Charges and
Fees Options" and "Charges and Fees During the Accumulation
Period -- Mortality and Expense Risk Charges" for instances in
which this fee may be reduced and for a description of this
charge.
(4) This represents the maximum annual administrative expense
charge that will be deducted under a Contract. See "Contract
Charges and Fees Options" and "Charges and Fees During the
Accumulation Period -- Administrative Expense Charge" for
instances in which this fee may be reduced and for a description
of this charge.


























<PAGE> 8
<PAGE>






MUTUAL FUND ANNUAL EXPENSES
- ----------------------------
(Except as noted, the following figures are a percentage of
average net assets and, except where otherwise indicated, are
based on figures for the year ended December 31, 1994)

  <TABLE>
  <CAPTION>
                              Investment
                              Advisory         Other       Total
                                Fees(1)      Expenses(2)  Mutual
                               (after         (after       Fund
                               expense        expense     Annual
                            reimbursement) reimbursement) Expenses
                            -------------- -------------- --------

  <S>                             <C>              <C>      <C>
  Aetna Variable Fund            0.25%            0.05%     0.30%
  Aetna Income Shares            0.25%            0.08%     0.33%
  Aetna Variable Encore Fund     0.25%            0.07%     0.32%
  Aetna Investment Advisers
    Fund, Inc.                   0.25%            0.07%     0.32%
  Aetna Ascent Variable
    Portfolio(3)                 0.50%            0.20%     0.70%
  Aetna Crossroads Variable
    Portfolio(3)                 0.50%            0.20%     0.70%
  Aetna Legacy Variable
    Portfolio(3)                 0.50%            0.20%     0.70%
  Alger American Growth
    Portfolio                    0.75%            0.11%     0.86%
  Alger American Small Cap
    Portfolio                    0.85%            0.11%     0.96%
  Calvert Responsibly
    Invested Balanced
    Portfolio                    0.70%            0.10%     0.80%
  Fidelity VIP II Contrafund
    Portfolio(3)                 0.62%            0.27%     0.89%
  Fidelity VIP Equity-Income
    Portfolio(4)                 0.52%            0.06%     0.58%
  Fidelity VIP Growth
    Portfolio(4)                 0.62%            0.07%     0.69%
  Fidelity VIP Overseas
    Portfolio                    0.77%            0.15%     0.92%
  Franklin Government
    Securities Trust(5)          0.47%            0.16%     0.63%
  Janus Aspen Aggressive
    Growth Portfolio(6)          0.77%            0.28%     1.05%
  Janus Aspen Balanced
    Portfolio(6)                 0.83%            0.74%     1.57%
  Janus Aspen Flexible
    Income Portfolio(6)          0.30%            0.70%     1.00%


<PAGE> 9
<PAGE>






  Janus Aspen Growth
    Portfolio(6)                 0.66%            0.22%     0.88%
  Janus Aspen Short-Term
    Bond Portfolio(6)            0.00%            0.65%     0.65%
  Janus Aspen Worldwide
    Growth Portfolio(6)          0.69%            0.49%     1.18%
  Lexington Natural
    Resources Trust(7)           1.00%            0.55%     1.55%
  Neuberger & Berman
    Growth Portfolio(8)          0.79%            0.12%     0.91%
  Scudder International
    Portfolio                    0.88%            0.20%     1.08%
  TCI Growth(9)                  1.00%            0.00%     1.00%

  </TABLE>
  ---------
(1) Certain of the unaffiliated Fund advisers reimburse the
Company for administrative costs incurred in connection with
administering the Funds as variable funding options under the
Contract. These reimbursements are paid out of the investment
advisory fees and are not charged to investors.
(2) A Fund's "Other Expenses" include operating costs of the
Fund. The deduction of the above expenses are reflected in the
Fund's net asset value and are not deducted from an Individual
Account Current Value under the Contract.
(3) These Funds have only limited operating history; therefore
the expenses are estimated for the current fiscal year.
(4)  A portion of the brokerage commissions the Fund paid was
used to reduce its expenses. Without this reduction, total
operating expenses would have been 0.60% for the Equity-Income
Portfolio and 0.70 % for the Growth Portfolio.
(5) The investment adviser for the Franklin Government Securities
Trust has agreed to reduce the investment advisory fee and to
reimburse the Fund for certain expenses. Without this agreement,
the advisory fee would have been 0.63% and total annual expenses
for the Franklin Government Securities Trust would have been
0.78%.
(6) 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, 1994, would have been: 1.00%, 0.28% and 1.28%,
respectively, for Janus Aspen Aggressive Growth Portfolio; 1.00%,
0.74% and 1.74%, respectively, for Janus Aspen Balanced
Portfolio; 0.65%, 0.70% and 1.35%, respectively, for Janus Aspen
Flexible Income Portfolio; 1.00%, 0.22% and 1.22%, respectively,
for Janus Aspen Growth Portfolio; 0.65%, 0.75% and 1.40%,
respectively, for Janus Aspen Short- Term Bond Portfolio; and
1.00%, 0.49% and 1.49%, respectively, for Janus Aspen Worldwide
Growth Portfolio.



<PAGE> 10
<PAGE>






(7) These fees as a percentage of assets are higher than those
for other similar funds, although the amounts of the fees are not
due to the limited amount of assets in the Fund.
(8) Until May 1, 1995, the Portfolio had a Distribution Plan
pursuant to Rule 12b-1 which provided for the reimbursement by
Neuberger & Berman Management of certain distribution expenses,
up to a maximum of 0.25% on an annual basis of the Portfolio's
average daily net assets. The "Total Annual Expenses" shown above
would have been increased by 0.02% for each portfolio if the
12b-1 fees for the months of January through April, 1995 were
taken into account.
(9) 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.


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.

Assuming a 5% annual return on assets, you would have paid the
following expenses on a $1,000 investment:(1)

If you withdraw your entire Individual Account Current Value at
the end of the applicable time period:

                               1 year           3 years

Aetna Variable Fund            $71              $114
Aetna Income Shares            $71              $115
Aetna Variable Encore
  Fund                         $71              $115
Aetna Investment
  Advisers Fund, Inc.          $71              $115
Aetna Ascent Variable
  Portfolio                    $75              $126
Aetna Crossroads
  Variable Portfolio           $75              $126
Aetna Legacy Variable
  Portfolio                    $75              $126
Alger American Growth
  Portfolio                    $76              $130
Alger American Small
  Cap Portfolio                $77              $133
Calvert Responsibly
  Invested Balanced
  Portfolio                    $75              $129
Fidelity VIP II Contrafund

<PAGE> 11
<PAGE>






  Portfolio                    $76              $131
Fidelity VIP Equity-Income
  Portfolio                    $73              $122
Fidelity VIP Growth
  Portfolio                    $74              $125
Fidelity VIP Overseas
  Portfolio                    $77              $132
Franklin Government
  Securities Trust             $74              $124
Janus Aspen Aggressive
  Growth Portfolio             $78              $136
Janus Aspen Balanced
  Portfolio                    $83              $150
Janus Aspen Flexible
  Income Portfolio             $77              $134
Janus Aspen Growth
  Portfolio                    $76              $131
Janus Aspen Short-Term
  Bond Portfolio               $74              $124
Janus Aspen Worldwide
  Growth Portfolio             $79              $139
Lexington Natural
  Resources Trust              $83              $150
Neuberger & Berman
  Growth Portfolio             $77              $132
Scudder International
  Portfolio                    $78              $136
TCI Growth                     $77              $134

























<PAGE> 12
<PAGE>







<TABLE>
<CAPTION>

If you  do not withdraw  your entire  Individual Account  Current
Value or if you annuitize:

                               1 year           3 years
<S>                            <C>              <C>
Aetna Variable Fund            $19              $59
Aetna Income Shares            $19              $60
Aetna Variable Encore
  Fund                         $19              $60
Aetna Investment
  Advisers Fund, Inc.          $19              $60
Aetna Ascent Variable
  Portfolio                    $23              $71
Aetna Crossroads
  Variable Portfolio           $23              $71
Aetna Legacy Variable
  Portfolio                    $23              $71
Alger American Growth
  Portfolio                    $25              $76
Alger American Small
  Cap Portfolio                $26              $79
Calvert Responsibly
  Invested Balanced
  Portfolio                    $24              $74
Fidelity VIP II Contrafund
  Portfolio                    $25              $77
Fidelity VIP Equity-Income
  Portfolio                    $22              $68
Fidelity VIP Growth
  Portfolio                    $23              $71
Fidelity VIP Overseas
  Portfolio                    $25              $78
Franklin Government
  Securities Trust             $23              $69
Janus Aspen Aggressive
  Growth Portfolio             $27              $82
Janus Aspen Balanced
  Portfolio                    $32              $97
Janus Aspen Flexible
  Income Portfolio             $26              $80
Janus Aspen Growth
  Portfolio                    $25              $77
Janus Aspen Short-Term
  Bond Portfolio               $23              $70
Janus Aspen Worldwide
  Growth Portfolio             $28              $86
Lexington Natural
  Resources Trust              $32              $97

<PAGE> 13
<PAGE>






Neuberger & Berman
  Growth Portfolio             $25              $78
Scudder International
  Portfolio                    $27              $83
TCI Growth                     $26              $80

</TABLE>
- ---------
(1) The illustration assumes the Individual Account is subject to
a mortality  and expense risk charge of  1.25%, an administrative
expense  charge of  0.25%, $15.00  annual Maintenance Fee,  as an
annual  charge  of 0.088%  of the  estimated  assets held  in the
Separate Account under the Contracts, and a Withdrawal Fee for 10
years. See "Charges and Fees During the Accumulation Period." 







































<PAGE> 14
<PAGE>






                         PERFORMANCE DATA

From time to time,  the Company may advertise different  types of
historical performance  for the  variable funding options  of the
Separate Account available under  the Contracts described in this
Prospectus. The Company may  advertise the "standardized  average
annual total returns" of the variable funding options, calculated
in  a  manner prescribed  by  the  SEC,  as  well  as  the  "non-
standardized return."  Both methods are  described below. Further
information is contained in the SAI.

"Standardized   average  annual   total  returns"   are  computed
according  to  a formula  in which  a hypothetical  investment of
$1,000  is applied  to  the variable  funding  options under  the
Contracts and then  related to the ending redeemable  values over
the  most  recent  one,  five  and  ten-year  periods  (or  since
inception  if  less than  10  years).  Standardized returns  will
reflect the deduction of all recurring charges during each period
(e.g., mortality and expense risk charges, the annual Maintenance
Fee,  the   administrative  expense  charge  and  any  applicable
Withdrawal Fee). 

"Non-standardized  returns"  will  be  calculated  in  a  similar
manner, except that non-standardized figures will not reflect the
deduction of any applicable  Withdrawal Fee (which would decrease
the   level  of   performance   shown  if   reflected  in   these
calculations). The  non-standardized figures  may also include  a
three-year period.

For Funds  that were in existence prior to the date that the Fund
became available  under the Contracts, the  performance data will
show  the  investment  performance  that  such  Fund  would  have
achieved  (reduced  by  the   applicable  charges)  had  it  been
available under the Contracts for the period quoted. 

We may  distribute sales literature that  compares the percentage
change  in Fund  Record  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 to you and Contract
Holders,  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

<PAGE> 15
<PAGE>






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.
































<PAGE> 16
<PAGE>






                           THE COMPANY

Aetna  Life  Insurance  and  Annuity  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 organized
in 1954). As of December 31, 1994, the Company managed over $20.4
billion  of assets. As of  December 31, 1994,  the Company 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.,  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.

                    VARIABLE ANNUITY ACCOUNT C

Variable Annuity Account C  is a separate account established  by
the Company in 1976  pursuant to the insurance laws of  the State
of Connecticut. The Separate  Account was formed for  the purpose
of segregating  assets attributable  to the variable  portions of
the  Contracts from  other assets  of  the Company.  The Separate
Account is  registered  as  a unit  investment  trust  under  the
Investment  Company Act  of  1940, and  meets  the definition  of
"separate account" under federal securities laws.

Although  the Company holds title  to the assets  of the Separate
Account, such assets are  not chargeable with liabilities arising
out  of any other business the Company may conduct. Income, gains
or  losses of  the Separate  Account are  credited to  or charged
against  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. 

                            THE FUNDS

The  Contract Holder  will designate  some or  all of  the mutual
funds  described  below as  variable  funding  options under  the
Contracts. Except where  noted, all of the Funds  are diversified
as  defined  in   the  Investment  Company   Act  of  1940.   The
availability  of the  Funds is  subject to  applicable regulatory
authorization. Not  all Funds are available  in all jurisdictions
or under a particular Contract.

- -         AETNA  VARIABLE  FUND  seeks to  maximize  total return
          through  investments  in  a  diversified  portfolio  of
          common  stocks and  securities convertible  into common
          stock. 


<PAGE> 17
<PAGE>






- -         AETNA  INCOME SHARES  seeks to  maximize total  return,
          consistent with reasonable risk, through investments in
          a  diversified portfolio  consisting primarily  of debt
          securities. 

- -         AETNA  VARIABLE  ENCORE  FUND  seeks  to  provide  high
          current return, consistent with preservation of capital
          and liquidity, through investment in high-quality money
          market  instruments.  An  investment  in  the  Fund  is
          neither insured nor guaranteed by the U.S. Government.

- -         AETNA  INVESTMENT  ADVISERS FUND,  INC.,  is  a managed
          mutual fund which seeks  to maximize investment  return
          consistent  with  reasonable  safety  of  principal  by
          investing  in  one  or  more  of  the  following  asset
          classes: stocks,  bonds and cash  equivalents based  on
          the Company's judgment of which of those sectors or mix
          thereof offers the best investment prospects.

- -         AETNA   GENERATION   PORTFOLIOS,   INC.--AETNA   ASCENT
          VARIABLE   PORTFOLIO   seeks    to   provide    capital
          appreciation  by  allocating   its  investments   among
          equities  and  fixed  income securities.  Aetna  Ascent
          Variable   Portfolio  is  managed   for  investors  who
          generally  have  an  investment  horizon  exceeding  15
          years, and who have a high level of risk tolerance. See
          the Fund's  prospectus for  a description of  the risks
          involved.

- -         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. Aetna Crossroads
          Variable  Portfolio   is  managed  for   investors  who
          generally have an investment horizon exceeding 10 years
          and who have a moderate level of risk tolerance.

- -         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.  Aetna Legacy Variable Portfolio is managed
          for investors who generally have an investment  horizon
          exceeding five years and  who have a low level  of risk
          tolerance.

- -         ALGER  AMERICAN  FUND--ALGER AMERICAN  GROWTH PORTFOLIO
          seeks long-term capital appreciation by investing  in a
          diversified,  actively  managed  portfolio   of  equity
          securities,  primarily of  companies with  total market
          capitalization   --  present  market  value  per  share

<PAGE> 18
<PAGE>






          multiplied by the total number of shares outstanding --
          of $1  billion or greater. Income is a consideration in
          the selection  of investments but is  not an investment
          objective.

- -         ALGER     AMERICAN    FUND--ALGER     AMERICAN    SMALL
          CAPITALIZATION  PORTFOLIO  ("Alger  American Small  Cap
          Portfolio") seeks capital  return through investment in
          the  common stock  of  smaller companies  offering  the
          potential  for significant  price gain.  It invests  at
          least 85% of its net assets in equity securities and at
          least 65%  of its  net assets  in equity  securities of
          companies that,  at the  time of purchase,  have "total
          market  capitalization"  --  present market  value  per
          share  multiplied   by  the  total  number   of  shares
          outstanding --  of less  than $1 billion.  Investing in
          smaller  companies may  present  risks  not present  in
          investments   in  larger  companies.   See  the  Fund's
          prospectus for a discussion of these risks. 

- -         CALVERT  RESPONSIBLY INVESTED  BALANCED PORTFOLIO  is a
          nondiversified portfolio that  seeks growth of  capital
          through   investment  in   enterprises   that  make   a
          significant  contribution  to  society   through  their
          products  and  services and  through  the  way they  do
          business. Prior to May  1, 1995, the Fund was  known as
          the Calvert Socially Responsible Series. 

- -         FIDELITY INVESTMENTS' VARIABLE INSURANCE  PRODUCTS FUND
          II--CONTRAFUND    PORTFOLIO    ("Fidelity    Contrafund
          Portfolio") seeks  maximum total  return over  the long
          term   by  investing   its  assets  mainly   in  equity
          securities   of  companies  that   are  undervalued  or
          out-of-favor.

- -         FIDELITY   INVESTMENTS'  VARIABLE   INSURANCE  PRODUCTS
          FUND--EQUITY-INCOME PORTFOLIO ("Fidelity  Equity-income
          Portfolio")  seeks  reasonable   income  by   investing
          primarily  in  income-producing  equity securities.  In
          choosing these securities, the Fund  will also consider
          the potential for capital appreciation.

- -         FIDELITY   INVESTMENTS'  VARIABLE   INSURANCE  PRODUCTS
          FUND--GROWTH  PORTFOLIO  ("Fidelity Growth  Portfolio")
          seeks  to  achieve  capital  appreciation  by investing
          primarily  in common  stock, although  the Fund  is not
          limited to any one type of security.

- -         FIDELITY   INVESTMENTS'  VARIABLE   INSURANCE  PRODUCTS
          FUND--OVERSEAS     PORTFOLIO    ("Fidelity     Overseas
          Portfolio") seeks long-term growth of capital primarily
          through investments in foreign securities (at least 85%

<PAGE> 19
<PAGE>






          from  at   least  three  countries  outside   of  North
          America).  International  investments  such   as  these
          involve greater risks than U.S. investments. 

- -         FRANKLIN    GOVERNMENT    SECURITIES    TRUST   is    a
          nondiversified  portfolio  that  seeks  income  through
          investments  in obligations of  the U.S.  Government or
          its  agencies  or  instrumentalities,   primarily  GNMA
          obligations.

- -         JANUS ASPEN SERIES--AGGRESSIVE GROWTH PORTFOLIO ("Janus
          Aspen Aggressive Growth Portfolio") is a nondiversified
          portfolio  that seeks  long-term growth  of  capital by
          emphasizing investments  in common stocks  of companies
          with market  capitalizations between $1 billion  and $5
          billion. 



- -         JANUS  ASPEN  SERIES--BALANCED PORTFOLIO  ("Janus Aspen
          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   investing  solely   in  growth   stocks.  The
          Portfolio is  not designed  for investors who  desire a
          consistent level of income. 

- -         JANUS  ASPEN  SERIES--GROWTH  PORTFOLIO  ("Janus  Aspen
          Growth Portfolio") seeks long-term growth of capital by
          investing  primarily  in  a  diversified  portfolio  of
          common stocks of a large number of issuers of any size.
          The  Portfolio generally emphasizes  issuers with large
          market capitalizations. 

- -         JANUS ASPEN SERIES--SHORT-TERM  BOND PORTFOLIO  ("Janus
          Aspen 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.   The
          Portfolio  will  normally  maintain  a  dollar-weighted
          average portfolio  maturity of  less than  three years,
          but  not  to  exceed  five  years  depending  upon  its
          portfolio  manager's  opinion  of   prevailing  market,
          financial and economic conditions.

- -         JANUS ASPEN SERIES--WORLDWIDE GROWTH  PORTFOLIO ("Janus
          Aspen  Worldwide  Growth  Portfolio")  seeks  long-term
          growth  of capital  by  investing  primarily in  common

<PAGE> 20
<PAGE>






          stocks of companies of  foreign and domestic issuers of
          any  size. The  Portfolio  normally invests  in issuers
          from at  least five  different countries  including the
          United States. International investments  involve risks
          not present in U.S. Securities. 

- -         JANUS ASPEN SERIES--FLEXIBLE  INCOME PORTFOLIO  ("Janus
          Aspen  Flexible Income  Portfolio")  seeks to  maximize
          total  return, consistent with  preservation of capital
          from  a  combination  of  current  income  and  capital
          appreciation.  Janus  Aspen  Flexible Income  Portfolio
          invests in all types of income-producing securities and
          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.

- -         LEXINGTON NATURAL RESOURCES  TRUST is a  nondiversified
          portfolio  that  seeks   long-term  growth  of  capital
          through  investment  primarily  in  common   stocks  of
          companies  that own  or develop  natural resources  and
          other basic  commodities, or supply  goods and services
          to such companies. Current income will not be a factor.
          The Fund may invest  up to 25% of  its total assets  in
          foreign  securities.  Foreign investing  involves risks
          that differ  from those involved in domestic investing.
          See  the Fund's  prospectus for  a discussion  of these
          risks.

- -         NEUBERGER  &  BERMAN ADVISERS  MANAGEMENT TRUST--GROWTH
          PORTFOLIO ("Neuberger & Berman Growth Portfolio") seeks
          capital growth through investments in  common stocks of
          companies  that  the investment  adviser  believes will
          have  above-average  earnings   or  otherwise   provide
          investors  with  above-average  potential  for  capital
          appreciation. 

- -         SCUDDER  VARIABLE  LIFE INVESTMENT  FUND--INTERNATIONAL
          PORTFOLIO  ("Scudder  International  Portfolio")  seeks
          long-term   growth   of   capital   primarily   through
          diversified  holdings  of  marketable   foreign  equity
          investments.  Investing  in   foreign  securities   may
          involve  a greater  degree  of risk  than investing  in
          domestic securities.  See the  Fund's prospectus  for a
          discussion of the risks involved.

- -         TCI  PORTFOLIOS, INC.--TCI GROWTH  (a Twentieth Century
          Fund)  seeks  capital  growth  by  investing in  common
          stocks  (including  securities convertible  into common
          stocks)   and  other   securities  that   meet  certain
          fundamental and technical  standards of selection  and,

<PAGE> 21
<PAGE>






          in the opinion of  TCI Growth's management, have better
          than  average potential  for  appreciation. TCI  Growth
          tries  to  stay  fully  invested  in  such  securities,
          regardless of  the movement  of  prices generally.  The
          Fund   may  invest   in  foreign   securities.  Foreign
          investing   involves  risks  that   differ  from  those
          involved   in  domestic   investing.  See   the  Fund's
          prospectus for a discussion of these risks.

There  is  no  assurance  that  the  Funds  will  achieve   their
investment objectives. Participants bear the full investment risk
of investments in the Funds selected.

Some  of the Funds may invest in instruments known as derivatives
as part  of their  investment strategies, as  described in  their
respective prospectuses.  The use of certain  derivatives such as
inverse floaters and principal  only debt instruments may involve
higher risk  of volatility  to a  Fund.  The use  of leverage  in
connection with derivatives can also increase risk of losses. See
the  prospectus for  the  Funds for  a  discussion of  the  risks
associated with an investment in those funds.

More  comprehensive   information,  including  a   discussion  of
potential risks, is found in the current prospectus for each Fund
which  is distributed  with and  must accompany  this Prospectus.
Contract Holders and  Participants should  read the  accompanying
prospectuses carefully before investing.  Additional prospectuses
and the Statements of  Additional Information for this Prospectus
and each  of the Funds  can be obtained  from the Company's  Home
Office at the address and telephone number listed on the cover of
this Prospectus. 

FUND INVESTMENT ADVISERS

The   following  identifies  the   investment  adviser   and  the
subadviser, if any, for each Fund.


<TABLE>
<CAPTION>

         Fund                 Investment Adviser     Subadviser

<S>                         <C>                   <C>
Aetna Variable Fund         Aetna Life Insurance
                              and Annuity Company
                              (ALIAC)                   --

Aetna Income Shares         ALIAC                       --

Aetna Variable 
  Encore Fund               ALIAC                       --

<PAGE> 22
<PAGE>






Aetna Investment
  Advisers Fund, Inc.       ALIAC                       --

Aetna Ascent Variable
  Portfolio                 ALIAC                       --

Aetna Crossroads
  Variable Portfolio        ALIAC                       --

Aetna Legacy Variable
  Portfolio                 ALIAC                       --

Alger American              Fred Alger
  Growth Portfolio            Management, Inc.          --

Alger American              Fred Alger
  Small Cap Portfolio         Management, Inc.          --

Calvert Responsibly         Calvert Asset         NCM Capital
  Invested Balanced           Management            Management
  Portfolio                   Company, Inc.         Group, Inc.

Fidelity Contrafund         Fidelity Management
  Portfolio                   & Research Company        --

Fidelity Equity-Income      Fidelity Management
  Portfolio                   & Research Company        --

Fidelity Growth             Fidelity Management
  Portfolio                   & Research Company        --

Fidelity Overseas           Fidelity Management
  Portfolio                   & Research Company        --

Janus Aspen Aggressive      Janus Capital
  Growth Portfolio            Corporation               --

Janus Aspen Balanced        Janus Capital
  Portfolio                   Corporation               --

Janus Aspen Flexible        Janus Capital
  Income Portfolio            Corporation               --

Janus Aspen Growth          Janus Capital
  Portfolio                   Corporation               --

Janus Aspen Short-Term      Janus Capital
  Bond Portfolio              Corporation               --

Janus Aspen Worldwide       Janus Capital
  Growth Portfolio            Corporation               --


<PAGE> 23
<PAGE>






Lexington Natural           Lexington Management  Market Systems
  Resources Trust             Corporation           Research
                                                    Advisors,
                                                    Inc.

Neuberger & Berman          Neuberger & Berman    Neuberger &
  Growth Portfolio            Management            Berman
                              Incorporated

Scudder International       Scudder, Stevens
  Portfolio                   & Clark, Inc.             --

TCI Growth                  Investors Research
                              Corporation               --


</TABLE>


MIXED AND SHARED FUNDING

Shares of the Funds  are available to insurance  company separate
accounts which fund variable  annuity contracts and variable life
insurance  policies, including  the Contracts  described in  this
Prospectus. Because Fund shares  are offered to separate accounts
of both  affiliated and  unaffiliated insurance companies,  it is
conceivable that, in the  future, it may not be  advantageous for
variable  life insurance separate  accounts and  variable annuity
separate accounts to invest  in these Funds simultaneously, since
the interests of such policyowners or contractholders may differ.
Although neither the Company nor the  Funds currently foresee any
such  disadvantages  either  to  variable life  insurance  or  to
variable    annuity   policyowners,   each    Fund's   Board   of
Trustees/Directors  has  agreed to  monitor  events  in order  to
identify any material irreconcilable conflicts which may possibly
arise and to determine  what action, if any,  should be taken  in
response thereto.  If such a conflict  were to occur, one  of the
separate accounts might withdraw  its investment in a Fund.  This
might   force  that   Fund  to   sell  portfolio   securities  at
disadvantageous prices. 

FUND CHANGES

The  Company  reserves  the  right, subject  to  compliance  with
appropriate state  and  federal laws,  to change  the Fund(s)  in
which the Separate Account invests, and/or replace the shares  of
any Fund(s) held in the Separate Account with shares of any other
Fund(s).

FUND LIMITATIONS 



<PAGE> 24
<PAGE>






The Contract Holder  may decide to offer only  a select number of
Funds as  funding options under its Plan, or may decide to change
which  Funds  it offers.  No more  than  18 different  choices of
investment options  may be  made during the  Accumulation Period.
See "Transfers and Allocation Changes." 

The  Company's current  policy is  to allow  only  Aetna Variable
Fund,  Aetna Income  Shares and  Aetna Investment  Advisers Fund,
Inc. to be used as variable investment options during the Annuity
Period. See "Annuity Period Elections." 

                             PURCHASE


THE CONTRACTS

The  Contracts are  group deferred,  variable annuity  contracts.
Under the Retirement Plus Contract, Contributions may  be made by
the   Contract   Holder  (generally,   the   employer)   and  the
Participants. The  Contract Holder,  or any person  designated by
the Contract Holder, may exercise the rights under the Retirement
Plus  Contract. The  Contract Holder  may, by  written direction,
allow  Participants  to select  the  investment  options for  the
Contract  Holder  Contributions  and  Participant  Contributions.
Under  the Voluntary Contract, Contributions  may be made only by
Participants. Each Participant may  exercise the rights under the
Voluntary Contract with respect  to the Participant's  Individual
Accounts. See "Contract Rights" and "Miscellaneous."


ELIGIBLE CONTRACT HOLDERS

An organization eligible to establish  tax-deferred annuity plans
under Section 403(b)  or Sections 401(a)/401(k)  of the Code  may
acquire either or both of  the Contracts for its Plan  by filling
out the  appropriate master application forms  and returning them
to the Company  or to a Distributor for delivery  to the Company.
Once  we approve the application,  a group Contract  is issued to
the organization as Contract Holder. 

PURCHASE BY EXCHANGE

Certain organizations  which own contracts issued  by the Company
may exchange their existing contract(s) for either or both of the
Contracts.  See Appendix V.

CONTRACT CHARGES AND FEES OPTIONS

Your Contract's charges  and fees  will depend in  part upon  the
Aggregate Current Value  and in  part upon choices  made by  your
Contract  Holder.  Each Contract  offers  a  Contract Holder  the
flexibility to  choose a  charges and  fees structure during  the

<PAGE> 25
<PAGE>






Accumulation  Period  that  will  best  suit  the  needs  of  its
Participants.  For a  description of  the Contracts'  charges and
fees, see "Charges and Fees During the Accumulation Period."

RESPONSIBILITIES OF CONTRACT HOLDERS

The  Contract   Holder   is  responsible   for  maintaining   all
Participant vesting  percentages and  records, ensuring  that the
Plan meets certain nondiscrimination requirements imposed by  the
Code,  and  ensuring employee  Contributions  do  not exceed  the
maximum limits imposed by the Code.

If a Contract is used to fund an ERISA Plan,  the Contract Holder
must:

          (a) provide written certification to the Company of the
          satisfaction  of  applicable  requirements   for  ERISA
          tax-deferred annuity plans, and

          (b)  certify  that  all   distributions  are  made   in
          accordance  with  the  terms   of  the  Plan,  and,  if
          applicable, the requirements of the Code.

ENROLLMENT OF PARTICIPANTS

Employees  of the Contract Holder may fill out an enrollment form
or forms and return them  to the Company or to a  Distributor for
delivery to the Company for review, acceptance or rejection.  The
Company must accept or  reject an application or enrollment  form
within  two business days of  its receipt. If  the application or
enrollment  form is incomplete, the  Company may hold  it and any
accompanying Contribution  for five  days.  Contributions may  be
held for longer  periods only  with the consent  of the  Contract
Holder or  Participant, pending acceptance of  the application or
enrollment  form.  If  the  application  or  enrollment  form  is
accepted, a Contract will be issued to the Contract Holder or the
Contribution  will be  accepted under  an existing  Contract. Any
Contribution accompanying  the application or enrollment  form or
received  prior to  acceptance of  the application  or enrollment
form,  will  be initially  held in  the General  Account. Initial
Contributions held for longer than the five business days will be
deposited in the  Aetna Variable Encore Fund. Upon  acceptance of
the application or enrollment  form, any Contributions previously
received,  and interest  earned  from the  Aetna Variable  Encore
Fund,  if  any,  will  be  invested  pursuant to  the  allocation
instructions contained in the  application or enrollment form. If
the application  or enrollment form is  rejected, the application
or  enrollment form and any Contributions will be returned to the
Contract Holder.

After accepting your  application, we will establish one  or more
Individual Accounts  to track Contributions and  transactions. If

<PAGE> 26
<PAGE>






you and your employer make Contributions under a Retirement  Plus
Contract, we  may establish an  Employee Account and  an Employer
Account. For any lump sum  Contribution under either Contract, we
may  establish   a   separate   Individual   Account   for   that
Contribution.

CONTRIBUTIONS

Under  a Contract, Contributions  may be  made on  an installment
basis  or one or more lump sum  Contribution(s) may be made.  The
Company  reserves the right not to accept any Contribution.  Each
Contribution is forwarded to the Company through a Distributor. 

Net Contribution(s)  may accumulate (a)  on a  variable basis  by
allocation to  one or more of the available Funds; (b) on a fixed
basis under the GA Account; (c) on a fixed basis  under the Fixed
Plus Account; and  (d) in a  combination of any of  the available
investment  options. See Appendix  I and  Appendix II.  The Fixed
Account  is  available only  for  Net  Contribution(s) previously
allocated to a  fixed account  under a contract  exchanged for  a
Contract.  See  Appendix III.  The  Net  Contribution(s) must  be
allocated  to  the  respective  options in  increments  of  whole
percentage amounts.

          Contribution  Limits For  Contracts  Used  with  403(b)
          Plans

The Code imposes  a maximum limit  on annual Contributions  which
may  be excluded  from  your gross  income.  That limit  must  be
calculated in accordance with Sections  403(b), 415 and 402(g) of
the Code. In addition,  Contributions will be excluded  from your
gross  income  only  if  the  403(b)  Plan  meets   certain  Code
nondiscrimination  requirements.  It  is  the  Contract  Holder's
responsibility  to determine  compliance with  these requirements
and  other provisions  of  the  Plan.    See  "Rights  Under  the
Contracts." 

          Contribution   Limits   for    Contracts   Used    with
          401(a)/401(k) Plans

The Code imposes a maximum limit on annual Contributions that may
be excluded from a Participant's gross income. Such limit must be
calculated under the  Plan by the  Contract Holder in  accordance
with  Sections  402(g)   and  415  of  the   Code.  In  addition,
Contributions will be excluded  from a Participant's gross income
only  if the  401(a)/401(k) Plan meets  certain nondiscrimination
requirements.

DISTRIBUTION

The  Company will serve as Underwriter for the securities sold by
this  Prospectus. The  Company is  registered as  a broker-dealer

<PAGE> 27
<PAGE>






with  the SEC  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 Individual Accounts under a Contract.

Persons   offering   and  selling   the  Contracts   may  receive
commissions  in connection with the sale of a Contract. The sales
commission  will  range  from   1%  to  4%  of  the   first  year
Contributions. The  Company may  also pay renewal  commissions on
Contributions made  after the first year  and asset-based service
fees.  The average  of  all  payments  made  by  the  Company  is
estimated to  equal approximately  3% of the  total Contributions
made over the life of an  average Contract. The Company may  also
reimburse the Distributor for  certain expenses. The name of  the
Distributor and  the  registered representative  responsible  for
your Individual Account  are set forth  on your enrollment  form.
Commissions and  sales related expenses  are paid by  the Company
and  are not deducted  from Contributions. See  "Charges and Fees
During the Accumulation Period -- Withdrawal Fee."

Occasionally,  we may  pay commissions  and fees  to Distributors
which are affiliated  or associated with  the Contract Holder  or
the  Participants. We  may also  enter into agreements  with some
entities associated  with the Contract Holder  or Participants in
which  we would agree to pay the association for certain services
in  connection with  administering the  Contracts. In  both these
circumstances there may be  an understanding that the Distributor
or association would  endorse the  Company as a  provider of  the
Contracts. You will be notified if a Contract is subject to these
arrangements. 


           DETERMINING INDIVIDUAL ACCOUNT CURRENT VALUE

The  Current  Value of  your Individual  Account  as of  the most
recent Valuation Period, is determined by adding the value of any
Fund  Record Units attributed to the Fund(s) you have selected to
the  value, with interest earned to date, of any amounts invested
in the Fixed Plus Account, the GAA and/or the Fixed Account, less
any Maintenance Fee(s) due.


FUND RECORD UNITS

A Contribution  that is directed to  one or more of  the Funds is
deposited in the Separate Account and credited to your Individual

<PAGE> 28
<PAGE>






Account in the form of Fund Record Units for each Fund  selected.
The  number of  Fund  Record  Units  credited  is  determined  by
dividing  the  applicable portion  of  the  Contribution by  that
Contract's Fund Record  Unit value of  the appropriate Fund.  The
value  of Fund  Record Units  attributable to  the Funds  will be
affected by  the investment performance, expenses  and charges of
those  Funds. Generally,  if  the net  asset  value of  the  Fund
increases,  so   does  the  Fund  Record   Unit  value;  however,
performance  of the Separate  Account is  reduced by  charges and
fees under a Contract. 

The Fund Record Unit  value used is that next  computed following
the  date  on  which  a  Contribution  is  received,  unless  the
application has  not been accepted. In  that event, Contributions
will  be credited at the  Fund Record Unit  Value next determined
after  acceptance of  the application.  Shares of  the  Funds are
purchased by the  Separate Account  at the net  asset value  next
determined by the Fund following receipt of  Contributions by the
Separate Account. 

Fund Record Units are valued separately for each Fund. Therefore,
if you elect to have a Contribution invested in  a combination of
Funds,  you will have Fund  Record Units credited  from more than
one source. 

NET RETURN FACTOR

The value  of a  Fund  Record Unit  for any  Valuation Period  is
calculated by  multiplying the  Fund Record  Unit  value for  the
immediately preceding  Valuation Period by the  net return factor
of the  appropriate investment  option for the  Current Valuation
Period.

The net return factor  is calculated separately for each  Fund in
which  assets  of  the  Separate  Account  are  invested.  It  is
determined by adding 1.0000000 to the net return rate.

The net return rate is equal to:

          (a) The  value of the  shares of the  Fund held by  the
          Separate  Account at  the  end of  a Valuation  Period;
          minus

          (b) The  value of the  shares of the  Fund held  by the
          Separate Account at the  start of the Valuation Period;
          plus or minus

          (c)  Taxes  (or reserves  for  taxes)  on the  Separate
          Account (if any); 




<PAGE> 29
<PAGE>






          (d) Divided by the total value of the Fund Record Units
          and Fund Annuity Units  of the Separate Account at  the
          start of the Valuation Period; 

          (e)  Minus  a  Separate  Account charge  at  an  annual
          effective rate as shown in a Contract for mortality and
          expense risks  and  profit and  a daily  administrative
          expense charge  which will not exceed  the amount shown
          on Contract Schedule I on an annual basis.

The net return rate may be more or less than zero.

TRANSFER CREDITS

If a Contract Holder  is transferring to the Company  assets held
by another provider of funding  for a Plan, a transfer credit  is
applied to the Individual Accounts, subject to certain conditions
(and   state   approval).  This   benefit   is   provided  on   a
nondiscriminatory basis if your  Contract is eligible. In certain
circumstances, a Contract Holder may elect to forego the transfer
credit  and the  Contract will  be subject  to lower  charges and
fees.  See  "Charges and  Fees During  the Accumulation  Period -
Option B." The transfer credit will be credited to the Fixed Plus
Account. See Appendix II.

Once  transfer  credit  amounts  are applied  to  the  Individual
Accounts,  all provisions of  the Contract  apply. If  a transfer
credit  is  due  under a  Contract,  you  will  be provided  with
additional information specific to the Contract. 


                         CONTRACT RIGHTS

RIGHT TO CANCEL

The Contract Holder may cancel a Contract and you may cancel your
interest in a Contract, no later than ten days after receiving it
(or as otherwise  allowed by  state law) by  returning it,  along
with a written notice  of cancellation, to us. Within  seven days
after  we receive the Contract and the written notice at our Home
Office, we will return your Current Value, unless the laws of the
state in which  the Contract  was issued require  that we  return
Contributions  (if greater  than your  Current Value).  In states
that  do  not require  a return  of  Contributions, you  bear the
entire investment  risk for amounts allocated  among the variable
funding options during the free look period.  


RIGHTS UNDER THE CONTRACTS

Your rights and  the Contract  Holder's rights are  set forth  in
each  Contract  purchased  by  the Contract  Holder.  You  should

<PAGE> 30
<PAGE>






consult  with  your employer  to  determine  which Contract  your
employer has purchased and  you should refer to that  Contract to
determine  your  rights. Benefits  payable  to  you are  governed
exclusively by the Plan. The Company is not a party to the Plan.

          Rights Under the Retirement Plus Contract

Under  the Retirement  Plus Contract,  the rights  rest with  the
Contract  Holder (generally  the  employer). The  Contract Holder
may,  by  written direction,  allow  Participants  to select  the
investment options for the Employer Account and Employee Account.
The exercise of  other rights under the  Retirement Plus Contract
must  be made by the Contract Holder  on your behalf. You have no
rights  to direct the Company  as to payments  under the Contract
unless countersigned by the Contract Holder. 

For the  Retirement Plus Contract,  the Contract Holder  and each
Participant  must agree in writing to the terms and conditions of
the  Contract, to have the Contract Holder make choices under the
Contract, and to be  bound by the Contract Holder's  direction to
the Company. See Appendix IV.

          Rights Under the Voluntary Contract

You may  make any  choices, subject  to the  terms of your  Plan,
under  the Voluntary  Contract  with respect  to your  Individual
Accounts. 

          Rights to your Individual Account

For  Contracts used with a 403(b) Plan, you have a nonforfeitable
right to the value of your Contributions pursuant to Code Section
403(b)  and the terms of the  Plan as interpreted by the Contract
Holder.  You have  a nonforfeitable  right to  the value  of your
Individual Account  to  which your  employer's Contributions  are
credited pursuant  to the  terms of,  and to  the extent of  your
vested percentage under, the Plan as interpreted by the  Contract
Holder. 

For  Contracts  used with  a  401(a)/401(k) Plan,  your  right to
Contributions derived from your  Contributions and, with  respect
to  the   Retirement   Plus  Contract,   from   your   employer's
Contributions, must be  nonforfeitable in order  for the Plan  to
qualify  for favorable  tax  treatment afforded  to 401(a)/401(k)
Plans under the Code.




TRANSFERS AND ALLOCATION CHANGES



<PAGE> 31
<PAGE>






Before  the   Annuity  Period,  the  allocation   of  future  Net
Contributions  among the  allowable  investment options  under  a
Contract may be changed. There is no limit on the number of these
changes. Each Contract also allows any number of transfers of not
less than  $500 among funding  options during the  calendar year,
without charge. The total number of funding options, however, may
not  exceed 18  during the  Accumulation Period.  Each  Fund, the
Fixed Plus Account, the Fixed Account and each guaranteed term of
the GAA,  counts as  one option,  even if  amounts are  no longer
allocated to that option.

Any transfer involving a  Fund will be  based on the Fund  Record
Unit  value next determined after  we receive a  valid request at
our Home Office.

Transfers  from the Fixed Plus  Account are limited. See Appendix
I, II and III for more information on transfers from the GAA, the
Fixed Plus Account and the Fixed Account.

WITHDRAWALS

Each Contract  allows the withdrawal  of all or  a portion  of an
Individual Account Adjusted Current Value during the Accumulation
Period.  To  do   so,  we  must  receive  a   properly  completed
disbursement  form in  our  Home Office.  Disbursement forms  are
available from us and our representatives. 

Withdrawals may be requested in one of the following four ways:

- -         Full Withdrawal  from a Contract: The  amount paid will
          be the sum of the Individual  Accounts allocated to the
          Funds,  the  GAA  (plus   or  minus  the  Market  Value
          Adjustment),  and   the   Fixed  Account,   minus   any
          applicable Withdrawal  Fee and Maintenance Fee due plus
          one-fifth  of  the  sum  of  the   Individual  Accounts
          allocated to  the Fixed Plus Account*,  minus any Fixed
          Plus Account withdrawals,  transfers or  annuitizations
          made in the prior 12 months.

- -         Full Withdrawal from an Individual  Account: The amount
          paid will  be the  Individual Account allocated  to the
          Funds,  the  GAA  (plus   or  minus  the  Market  Value
          Adjustment),   and   the  Fixed   Account,   minus  any
          applicable Withdrawal Fee and Maintenance Fee due  plus
          one-fifth of  the Individual  Account allocated  to the
          Fixed Plus  Account*,  minus  any  Fixed  Plus  Account
          withdrawals, transfers, loan  or annuitizations made in
          the prior 12 months.**

- -         Partial Withdrawal  (Percentage): The amount  paid will
          be  the percentage  of  the Individual  Account Current
          Value  requested minus any applicable Withdrawal Fee.**

<PAGE> 32
<PAGE>






          However, amounts withdrawn from  the Fixed Plus Account
          may  not exceed  20% minus  any Fixed Plus  Account ***
          withdrawals,  transfers or annuitizations  in the prior
          12 months.

- -         Partial Withdrawal (Specific Dollar Amount): The amount
          paid will be the  dollar amount requested. However, the
          amount withdrawn from the Individual Account will equal
          the   dollar  amount  requested   plus  any  applicable
          Withdrawal Fee.**  The amount withdrawn from  the Fixed
          Plus Account  may not exceed  20% minus any  Fixed Plus
          Account *** withdrawals, transfers or annuitizations in
          the prior 12 months.

*The balance of the amount held in the Fixed Plus Account will be
paid in four  annual installments.  If the withdrawal  is due  to
death, annuitization,  or meets other qualifications,  the entire
amount held  in the Fixed Plus  Account will be paid  in one lump
sum (or used to  provide Annuity payments) rather than  in annual
installments. See Appendix II for more information. 

**A 20% income tax may be withheld from amounts  paid directly to
you. See "Tax Status -- Contracts Used with Qualified Plans." 

***The 20% limit is  waived if the partial  withdrawal is due  to
annuitization or death. See Appendix II for more information.

All amounts  paid will  be  based on  Individual Account  Current
Values as of the end of the Valuation Period in which the request
is received, in  good order in our  Home Office. For  any partial
withdrawal, unless otherwise  requested, partial withdrawals  are
satisfied  by withdrawing amounts on  a pro rata  basis from each
investment option in which the Individual Account is invested. 

          Withdrawal Restrictions For  Contracts Used with 403(b)
          Plans

Code  Section  403(b) imposes  restrictions  on  full or  partial
withdrawals   from  Individual  Accounts   attributable  to:  (a)
Contributions  made on or after  January 1, 1989,  under a salary
reduction agreement,  and (b) any  earnings on the  entire 403(b)
Employee  Account   credited  on  and  after   January  1,  1989.
Withdrawals  of these amounts are  allowed only if:  (a) you have
died,  (b) you have become disabled,  as defined in the Code, (c)
you  have  attained  age 59  1/2,  (d)  you  have separated  from
service,  or  (e)  it  is  otherwise  allowed  by  federal   law,
regulations or rulings. Withdrawals  are also allowed if you  can
prove  financial  hardship  as  defined   by  the  IRS,  but  the
withdrawal is limited to the lesser of Contributions attributable
to Participant  salary reduction  contributions made on  or after
January 1, 1989, or the amount necessary to relieve the hardship.
Even if a withdrawal  is permitted under these provisions,  a 10%

<PAGE> 33
<PAGE>






federal penalty tax may be assessed on the amount paid  to you if
it  does not  otherwise meet  the exceptions  to the  penalty tax
provisions.  See "Tax  Status  -- Contracts  Used with  Qualified
Plans."  We  must receive  certification in  writing that  one of
these conditions has been met before a payment will be made.

The  Code permits a full or partial withdrawal of an amount equal
to  the Employee  Account  Value as  of  December 31,  1988  (the
"grandfathered" amount), subject to the terms of the 403(b) Plan.
Although the Code  withdrawal restrictions do  not apply to  this
amount,  a 10% federal penalty tax  may be assessed on the amount
paid to you if it  does not otherwise meet the exceptions  to the
penalty tax provisions.  See "Tax Status  -- Contracts Used  with
403(b) Plans"  and "Tax Status  -- Contracts used  with Qualified
Plans."

We  believe that the Code withdrawal restrictions do not apply to
tax-free transfers  pursuant to Revenue Ruling  90-24. We further
believe that the  withdrawal restrictions will  not apply to  any
"grandfathered" amount which is  transferred pursuant to  Revenue
Ruling 90-24  into another 403(b) Contract.  Revenue Ruling 90-24
provides that a  direct transfer  from one  403(b) investment  to
another 403(b)  investment  is  not  a distribution  and  is  not
taxable if, after the  transfer, the transferred amounts continue
to  be  subject  to  the  same  or  more  stringent  distribution
requirements.


REINVESTMENT PRIVILEGE

All or a portion of the proceeds received for the full withdrawal
of an Individual Account  may be reinvested within 30  days after
the withdrawal  if  allowed  by  law.  Any  Maintenance  Fee  and
Withdrawal  Fee  charged at  the time  of  the withdrawal  on the
amount being  reinvested will  be included in  the reinstatement.
Any Maintenance  Fee  which falls  due after  the withdrawal  and
before  the  reinstatement  will  be  deducted  from  the  amount
reinstated. Any Market Value  Adjustment deducted from GA Account
withdrawals will  not be  included in the  reinstatement. Amounts
will  be reinstated among the Fixed Plus Account, the GA Account,
and/or  the  Fund(s)  for  the  Separate  Account  in   the  same
proportion  as they were at  the time of  withdrawal. Any amounts
reinstated  to the GA Account will be credited to terms available
during the then-current Deposit Period. The number of Fund Record
Units reinstated will be  based on the Fund Record  Unit Value(s)
next computed after receipt  in good order at the  Company's Home
Office  of  the  reinstatement  request  and  the  amount  to  be
reinvested. 


CONTRACT LOANS


<PAGE> 34
<PAGE>






During the Accumulation Period, each Contract used with a  403(b)
Plan  allows  loans  from   the  Individual  Account.  Under  the
Retirement  Plus  Contract, a  loan  may  be restricted  to  your
Employee Account unless the  Contract Holder has authorized loans
from the value of  the Employer Account (check with  the Contract
Holder to  see if this is available). Loans can only be made from
the  Current  Value held  in the  Funds,  the Fixed  Plus Account
and/or the Fixed  Account. See  Appendix II and  Appendix III.  A
loan may be  obtained by reviewing and reading the  terms of your
loan  application, properly  completing a  loan request  form and
submitting it to the Company's Home Office.  

         CHARGES AND FEES DURING THE ACCUMULATION PERIOD

The amount  of the charges and fees that will be assessed under a
Contract  will be based upon the charges and fees option selected
by the Contract Holder. See  "Contract Charges and Fees Options."
You should consult your employer  to determine which charges  and
fees option applies to your Individual Accounts.

Based upon  its prior experience with  similar annuity contracts,
the  Company  has determined  that its  costs of  administering a
Contract will fluctuate with the amount of the  Aggregate Current
Value,  the  average  Contributions  per  Participant transferred
under  a Contract, and whether  a Withdrawal Fee  is charged. The
charges and fees  for the initial Contract year will  be based on
the estimated year-end Aggregate  Current Value, as determined by
the Company.

A  Contract Holder  may elect  whether a  Withdrawal Fee  will be
applicable under a  Contract, and if  so, whether the  Withdrawal
Fee will be applicable  for a 5-year period or a  10-year period.
When  a Withdrawal Fee is not charged, the Company has determined
that more Individual Account transactions occur, and as a result,
in   some   circumstances   the   Company   imposes   a   greater
administrative expense charge and Maintenance Fee charge.  The 5-
year period and 10-year period Withdrawal Fees are as follows:

<TABLE>
<CAPTION>
                   Five Year Withdrawal Period

           NUMBER OF YEARS
          INDIVIDUAL ACCOUNT
          HAS BEEN ESTABLISHED               FEE
     ---------------------------             ----
     <S>                                     <C>                 
     Less than 1                             5%
     1 or more but less than 2               4%
     2 or more but less than 3               3%
     3 or more but less than 4               2%
     4 or more but less than 5               1%

<PAGE> 35
<PAGE>






     5 or more                               0%

</TABLE>



<TABLE>
<CAPTION>
                   10 - Year Withdrawal Period

           NUMBER OF YEARS
          INDIVIDUAL ACCOUNT
          HAS BEEN ESTABLISHED               FEE
     ---------------------------             ----
     <S>                                     <C>                 
     Less than 5                             5%
     5 or more but less than 7               4%
     7 or more but less than 9               3%
     9 or more but less than 10              2%
     10 or more                              0%

</TABLE>


In  selecting a charges and fees option, a Contract Holder should
consider  the  composition  and  needs  of  its  Participants  to
determine which option is most appropriate.

OPTION A

A  Contract Holder  may  select  any  of  the  charges  and  fees
elections under Option A below. Under Option A, a transfer credit
may  apply to transfers to  the Company of  assets not previously
held by the Company.  See "Determining Individual Account Current
Value -- Transfer  Credits" and  Appendix II.  If  a Contract  is
purchased  by exchange,  then  for existing  participants of  the
exchanged contract, the  Option A charges  and fees schedule  set
forth below with  a Withdrawal Fee for 10 years  will apply.  See
Appendix  V.    New  participants  of  a  Contract  purchased  by
exchange,  will  be  subject to  the  charges  and fees  schedule
selected by the Contract Holder. 


<TABLE>
<CAPTION>

       Less           $500,000 $1,000,001 $5,000,001   Greater
       than               to       to         to        than
     $500,000         1,000,000            5,000,000  15,000,000
     $15,000,000
<S>  <C>                 <C>      <C>         <C>          <C>


<PAGE> 36
<PAGE>






WITHDRAWAL 
FEE FOR 
10 YEARS

Mortality 
and Expense
Charge                   1.25%    1.15%       1.05%        1.00%
0.95%



Administrative
Expense
Charge                   0.25%    0.15%       0.10%        0.05%
0.00%

Maintenance
Fee  $15                 $15      $0          $0           $0







WITHDRAWAL 
FEE FOR 
5 YEARS

Mortality 
and Expense
Charge                   1.25%    1.25%       1.15%        1.10%
1.05%

Administrative
Expense
Charge                   0.25%    0.15%       0.10%        0.05%
0.00%

Maintenance
Fee  $15                 $15      $0          $0           $0

NO WITHDRAWAL 
FEE 

Mortality 
and Expense
Charge                   1.25%    1.25%       1.15%        1.10%
1.05%

Administrative
Expense

<PAGE> 37
<PAGE>






Charge                   0.25%    0.20%       0.15%        0.10%
0.05%

Maintenance
Fee  $20                 $20      $10         $10          $10
</TABLE>

<TABLE>
<CAPTION>


OPTION B

Charges and fees elections  under Option B are available  only if
the Company  will hold all  assets of  the Plans of  the Contract
Holder and if the  Contract Holder is transferring assets  to the
Company  in an amount which  satisfies the then  current rules of
the Company.    This option  is provided  on a  nondiscriminatory
basis if your contract is eligible.  If a Contract Holder selects
a  charges and fees election  under Option B,  no transfer credit
will apply.

       Less           $500,000 $1,000,001 $5,000,001   Greater
       than               to       to         to        than
     $500,000         1,000,000            5,000,000  15,000,000
     $15,000,000

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

WITHDRAWAL 
FEE FOR 
10 YEARS

Mortality 
and Expense
Charge                   1.15%    1.05%       .95%         0.90%
 .85%

Administrative
Expense
Charge                   0.25%    0.15%       0.10%        0.05%
0.00%

Maintenance
Fee  $15                 $15      $10         $5           $0

WITHDRAWAL 
FEE FOR 
5 YEARS

Mortality 
and Expense

<PAGE> 38
<PAGE>






Charge                   1.15%    1.15%       1.05%        1.00%
0.95%

Administrative
Expense
Charge                   0.25%    0.15%       0.10%        0.05%
0.00%

Maintenance
Fee  $15                 $15      $10         $5           $0

NO WITHDRAWAL 
FEE 

Mortality 
and Expense
Charge                   1.15%    1.15%       1.05%        1.00%
0.95%

Administrative
Expense
Charge                   0.25%    0.20%       0.15%        0.10%
0.05%

Maintenance
Fee  $20                 $20      $10         $10          $10
</TABLE>


The following describes the  charges and fees that we  may deduct
during the Accumulation Period from the Individual Accounts under
each Contract. 


ANNUAL MAINTENANCE FEE

An  annual Maintenance Fee is charged for each Participant and is
deducted from the  sum of  the Current Value  of your  Individual
Accounts under a Contract.  This fee is to reimburse  the Company
for  some   of  its  administrative  expenses   relating  to  the
establishment and  maintenance of the Individual Account. Because
the annual  Maintenance Fee is based,  in part, on the  amount of
the  Aggregate  Current Value,  the  annual  Maintenance Fee  may
change from year to year.

The Maintenance Fee is deducted from your Individual Accounts  on
the  Contract anniversary date (or,  if not a  Valuation Date, on
the next Valuation Date). Under the Retirement Plus Contract, the
Contract  Holder  may elect  that the  entire Maintenance  Fee be
deducted from only one Individual Account -- either  the Employee
Account or the Employer  Account.  Alternatively, the Maintenance
Fee  may be billed to the employer  at or prior to such deduction

<PAGE> 39
<PAGE>






under  the Retirement  Plus Contract. A  Maintenance Fee,  to the
extent permitted by  state law,  is also deducted  upon the  full
withdrawal of a Participant's Individual Accounts. No Maintenance
Fee is  deducted from  a separate Individual  Account established
for  the purpose of  a lump sum contribution.  We deduct this fee
from each  investment  option in  the  same proportion  that  the
values held under each  option have to the total  value under the
Individual Account.

WITHDRAWAL FEE

There are no deductions  from Contributions for sales commissions
or related expenses. Sales  commissions and expenses are advanced
by the Company and  recovered out of any  Withdrawal Fees or,  if
Withdrawal  Fees  are  insufficient,  out  of  its  profits  from
investment activities,  including the mortality  and expense risk
charges  under a  Contract.  The total  amount  deducted for  the
Withdrawal  Fee will not exceed 8.5% of the Contributions made to
an Individual  Account. For sales commissions  paid in connection
with  the  sale  of   a  Contract,  see  "Contract  Purchase   --
Distribution." If  applicable, the  Withdrawal Fee will  apply to
withdrawals  from the Funds, the GA Account or the Fixed Account.
No Withdrawal Fee will  be deducted from the Fixed  Plus Account.
There are additional restrictions  and deductions on withdrawals.
See "Contract Rights -- Withdrawals."

A  Withdrawal Fee  is  not  deducted  from  any  portion  of  the
Individual Account Current Value under a Contract which is:

          (a) withdrawn due to the Participant's separation  from
          service with  the Contract Holder (the  Contract Holder
          must submit  documentation satisfactory to  the Company
          confirming  the  Participant  is  no  longer  providing
          services to the employer);

          (b)  applied  to  provide   Annuity  benefits  under  a
          Contract;

          (c) withdrawn on or after  the tenth anniversary of the
          effective date of the  Individual Account if a ten-year
          duration  for Withdrawal  Fees has  been elected  on or
          after the fifth anniversary if a five-year duration has
          been elected;

          (d)  paid due to  the death  of the  Participant before
          Annuity payments under a Contract begin; 

          (e)  withdrawn due  to the  election of  any additional
          withdrawal  option  under a  Contract  (see "Additional
          Withdrawal Options");



<PAGE> 40
<PAGE>






          (f) withdrawn  due to financial hardship,  as specified
          in the Code; 

          (g) paid  where the Individual Account  Value is $3,500
          or  less and no amount  has been withdrawn,  taken as a
          loan or  used to  purchase Annuity benefits  during the
          prior 12 months; or

          (h) paid  in an amount of  up to 10% of  the Individual
          Account Current  Value. This applies only  to the first
          partial withdrawal  in  each  calendar  year.  The  10%
          amount will be calculated using  the Individual Account
          Current Value on the  date the request is  received, in
          good  order,  in the  Home  Office.  This provision  is
          available to  Participants who are between  the ages of
          59  1/2  and  70  1/2.  Any  loans  outstanding  on  an
          Individual  Account are  excluded  from the  Individual
          Account  Current Value when calculating the 10% amount.
          This provision  is not applicable to  a full withdrawal
          of the  Individual Account,  or to partial  withdrawals
          due to loan defaults.  See "Contract Rights -- Contract
          Loans." This provision may  not be exercised if  SWO is
          elected. See "Additional Withdrawal Options."

Although no Withdrawal  Fee is deducted  in the above  instances,
the  amount withdrawn may, however, be subject to the 10% federal
penalty tax. See "Tax Status -- Contracts Used with 403(b) Plans"
and "Tax Status -- Contracts Used with Qualified Plans." 



MORTALITY AND EXPENSE RISK CHARGES

We  make  a daily  deduction from  any  portion of  an Individual
Account Current Value allocated to the Funds under a Contract for
mortality and  expense  risks. The  mortality risk  charge is  to
compensate us for the risk we  assume when we promise to continue
making payments for the  lives of individual Annuitants according
to  Annuity rates  specified in  the tables  at the  time Annuity
payments begin. The expense  risk charge is to compensate  us for
the risk that actual expenses for costs incurred under a Contract
will  exceed  the maximum  costs that  can  be charged  under the
Contract. Because it  is based,  in part,  on the  amount of  the
Aggregate  Current Value,  the charge  for mortality  and expense
risks may change from year to year.

Based on our actuarial  determination, we do not anticipate  that
the  Withdrawal  Fee  will  cover all  sales  and  administrative
expenses which we will incur in connection with a Contract. Also,
we do not intend to profit from either the annual Maintenance Fee
or the administrative expense  charge, if imposed. We do  hope to
profit from the  daily deduction for mortality and expense risks.

<PAGE> 41
<PAGE>






Any  such profit, as well as any  other profit realized by us and
held in the general account (which supports insurance and annuity
obligations),  would  be  available   for  any  proper  corporate
purpose,  including,  but not  limited to,  payment of  sales and
distribution expenses.

ADMINISTRATIVE EXPENSE CHARGE

We  deduct a daily  charge for  administrative expenses  from any
portion of  an Individual Account Current Value  allocated to the
Funds to reimburse the Company for some of the  expenses we incur
for  administering a Contract. Because  it is based,  in part, on
the  amount of  the Aggregate  Current Value,  the administrative
expense charge may change from year to year.


FUND EXPENSES

Each Fund has an investment adviser. An investment advisory  fee,
based  on the  Fund's average  net assets,  is deducted  from the
assets of each Fund and paid to the investment adviser.

Most expenses incurred in  the operations of the Funds  are borne
by that Fund. Fund  advisers may reimburse the Funds  they advise
for some or all  of these expenses. For  further details of  each
Fund's  expenses, you  and the  Contract Holder  should read  the
accompanying  prospectus for each Fund and refer to the Fee Table
in this Prospectus.




PREMIUM AND OTHER TAXES

Several  states  and  municipalities  impose  a  premium  tax  on
Annuities.  Currently such taxes range from 0% to 4%. The Company
reserves the right to deduct premium tax against Contributions or
Current  Values at any  time, but no earlier  than when due 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 premium tax, the  Company reserves
the right to assess a  charge for any state or federal  taxes due
against a Contract or the Separate Account assets.  


            CHARGES AND FEES DURING THE ANNUITY PERIOD

This  section describes the charges  and fees that  we may deduct
during the Annuity Period.

MORTALITY AND EXPENSE RISK CHARGES


<PAGE> 42
<PAGE>






During  the Annuity  Period  a  daily  charge for  mortality  and
expense risks equal to an  annual effective rate of 1.25%  may be
deducted from any  portion of an Individual  Account allocated to
the Funds.

ADMINISTRATIVE EXPENSE CHARGE

During  the Annuity  Period,  a daily  charge for  administrative
expenses equal  to an  annual effective  rate of  up to  0.25% is
deducted  from any  portion  of  an  Individual Account  under  a
Contract allocated to the Funds.

WITHDRAWAL FEE

A Withdrawal Fee  will apply during the Annuity Period  if a non-
lifetime  Annuity Option is elected  on a variable  basis and the
remaining value is  withdrawn before 5 years  of Annuity payments
have been completed. See "Annuity Period -- Annuity Options." 


                  ADDITIONAL WITHDRAWAL OPTIONS

The Company offers certain withdrawal options under each Contract
that are  not considered annuity options  ("Additional Withdrawal
Options").   To exercise  these options,  the Current Value  must
meet  the minimum  dollar amounts  and you  must satisfy  the 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 your Individual
               Account based on  a payment method you select.  It
               is designed  for those who want  a periodic income
               while retaining investment flexibility for amounts
               accumulated under  a Contract.   (This option  may
               not be elected if you have an outstanding contract
               loan).

          -    ECO - Estate Conservation  Option.  ECO offers the
               same investment flexibility as SWO but is designed
               for  those who  want to  receive only  the minimum
               distribution  that the  Code  requires each  year.
               Under  ECO,  the  Company  calculates  the minimum
               distribution amount required by  law at age 70 1/2
               or  retirement,  if  later,  for  governmental  or
               church  plans, and  pays  you that  amount once  a
               year.  (See "Tax Status.")

Other Additional  Withdrawal Options  may be added  from time  to
time.   Additional information relating  to any of the Additional

<PAGE> 43
<PAGE>






Withdrawal Options may be obtained from your local representative
or from the Company at its  Home Office.  For Contracts issued in
the state of New York, no Market Value Adjustment will be imposed
on withdrawals from the GA Account for SWO or ECO.

If one  of the  Additional Withdrawal Options  is selected,  your
Account  will retain all of  the rights and flexibility permitted
under the Contract during the  Accumulation Period.  Your Current
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 at
any  time by  submitting a  written request  to our  Home Office.
Once an option  is revoked, it may not be  elected again, nor may
any  other  Additional  Withdrawal   Options  be  elected  unless
permitted  by  the  Code.   The  Company  reserves  the right  to
discontinue the  availability of one  or all of  those Additional
Withdrawal Options at  any time,  and/or to change  the terms  of
future elections.

                          ANNUITY PERIOD

ANNUITY PERIOD ELECTIONS

We must receive  in writing  the Annuity start  date and  Annuity
option  you  have elected  (for  details,  see the  Statement  of
Additional  Information). Until  a date  and option  are elected,
your  Individual  Accounts  will  continue  in  the  Accumulation
Period.

We  must receive written notice  at least 30  days before Annuity
payments begin electing or changing (a) the date on which Annuity
payments  are to begin, (b)  the Annuity option,  (c) whether the
payments  are  to be  made  monthly,  quarterly, semiannually  or
annually,  and  (d)  the  investment option(s)  used  to  provide
Annuity  payments  (i.e.,  a  fixed  annuity  using  the  general
account,  Aetna   Variable  Fund,  Aetna   Income  Shares,  Aetna
Investment Advisers  Fund, Inc., or any  combination thereof). No
other variable Funds may currently  be used as investment options
during  the  Annuity Period.  Once  Annuity  Payments begin,  the
Annuity  Option may  not be  changed, nor  may transfers  be made
among funding options.

If Annuity payments are to be made on a variable basis, the first
and  subsequent payments will  vary depending on  the assumed net
investment  rate (3  1/2% per annum,  unless a 5%  annual rate is
elected). Selection of a  5% rate causes a higher  first payment,
but Annuity payments will increase  thereafter only to the extent
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

<PAGE> 44
<PAGE>






slowly  as changes  occur in  the net  investment rate.  (See the
Statement  of Additional  Information  for details  regarding the
selection of a net investment rate.)

No  election may be  made that  would result  in a  first Annuity
payment of less than $20 or total yearly Annuity payments of less
than $100. If  the combined  value of the  Employer and  Employee
Accounts  is insufficient  to  elect an  option  for the  minimum
amount specified, a lump sum payment must be elected. 

When payments start, the age of the Annuitant plus  the number of
years for which payments are guaranteed must not exceed 95.

Annuity payments may  not extend  beyond (a) your  life, (b)  the
joint  lives of  you  and your  Plan  beneficiary, (c)  a  period
certain greater  than  your  life expectancy,  or  (d)  a  period
certain  greater than the joint life expectancies of you and your
Plan beneficiary.

Section 401(a)(9)  of the Code has  required minimum distribution
rules   for   403(b)   Plans.   Under   such  rules,   generally,
distributions   of   the   Individual   Account   Current   Value
attributable  to contributions made on and  after January 1, 1987
and  any of the earnings  on the entire  Individual Account after
that date must begin  by April 1 of  the calendar year  following
the  year  in  which   you  attain  age  70  1/2.   However,  for
governmental  and  church  403(b) Plans,  distributions  on these
amounts must begin by April 1 of the calendar year  following the
calendar year in which you attain age 70 1/2 or retire, whichever
occurs  later. Distributions  of  the Individual  Account Current
Value as of December 31, 1986 must generally begin by  age 75. In
addition,  distributions must be in a  form and amount sufficient
to satisfy the Code requirements. 


Section  401(a)(9)   of  the  Code  also   has  required  minimum
distribution  rules for  401(a)/401(k)  Plans. Under  such rules,
distribution of the entire  Individual Account Current Value must
be made, or must begin no later than April 1 of the calendar year
following the calendar year in which  the Participant attains age
70  1/2.  However, for  Participants  in  governmental or  church
plans,  or  for Participants  who attained  age  70 1/2  prior to
January 1, 1988, distribution  must be made, or begin by  April 1
of the calendar  year following  the calendar year  in which  the
Participant  attains  age 70  1/2  or  retires, whichever  occurs
later.  In addition, distributions must  be in a  form and amount
sufficient to satisfy the Code requirements. 

In  determining  the  amount  of benefit  payments,  the  minimum
distribution  incidental  death  benefit rule  described  in  IRS
regulations* must  be satisfied. This distribution  rule does not
apply to certain  403(b) Plans if Annuity Option 4 is elected and

<PAGE> 45
<PAGE>






your  spouse  is the  second  Annuitant. See  "Annuity  Period --
Annuity Options."

You will be subject to a 50% federal penalty tax on the amount of
distribution required each year that is not distributed under the
Code's minimum distribution rules.

*This rule assures that any death benefits payable under the Plan
are incidental  to the primary  purpose of  the Plan which  is to
provide retirement benefits to the Participant. The amount to  be
distributed  under   this  rule   is  determined  based   on  the
Participant's age and tables contained in the IRS regulations.

If  you elect a Variable Annuity  Option, your Individual Account
will  be allocated to the  Separate Account and  the Company will
make  a  daily deduction  for  mortality and  expense  risks. See
"Charges and Fees During the  Accumulation Period - Mortality and
Expense Risk Charges." Therefore, electing the nonlifetime option
on a variable  basis will result in  a deduction being  made even
though  the  Company  assumes   no  mortality  risk.  During  the
Accumulation Period, the Company will  also deduct daily a charge
for  administrative expenses.  See "Charges  and Fees  During the
Annuity Period -- Administrative Expense Charge."

ANNUITY OPTIONS

          Option 1 -- Payments  of Interest on Sum Left  with the
          Company -- This  Option may  be used only  by the  Plan
          beneficiary  when  the   Participant  dies  before  the
          Company has started paying an Annuity. A portion or all
          of  the  sum paid  upon death  may  be held  under this
          Option and will be  held in the General Account  of the
          Company  at  interest. Under  this Option,  the Company
          will:

          a)   pay  a portion  or  all of  the  sum held  by  the
               Company; or

          b)   apply  a portion  or all  of the  sum held  by the
               Company to any Annuity Option below

          upon receipt of written  direction on a form acceptable
          to the Company.

          If the Plan beneficiary  is the Participant's surviving
          spouse, the lump-sum payment may be deferred to a  date
          not later than when the Participant would have attained
          age 70 1/2.

          If  the Plan beneficiary is not  a spouse, the Contract
          Holder must tell the Company to pay the full sum within
          5 years after the death of the Participant.

<PAGE> 46
<PAGE>






          Option 2 -- Payments for a Stated Period of Time --  An
          Annuity  will be  paid for  the number of  years chosen
          (See Contract Schedule II).

          If  payments for this option are  made under a Variable
          Annuity, the  present value  of any remaining  payments
          may be  withdrawn  at  any time.  If  a  withdrawal  is
          requested  prior   to  the  minimum  number   of  years
          specified on  Contract Schedule II, it  will be subject
          to  any withdrawal  fee,  if  applicable (See  Contract
          Schedule I).

          Option 3  -- Life Income -- An Annuity will be paid for
          the  life  of  the  Annuitant.  The  Company  may  also
          guarantee payments for  60, 120, 180, or 240  months if
          so directed by the Contract Holder.

          Option 4 --  Life Income  based upon the  lives of  two
          Annuitants -- An Annuity will be paid during the  lives
          of the Annuitant and  a second Annuitant. Payments will
          continue until  both  Annuitants have  died. When  this
          option is chosen,  a choice  of the  following must  be
          made:

          a)   100% of  the payment  to continue after  the first
               death; 

          b)   66 2/3% of the payment to continue after the first
               death;

          c)   50%  of the  payment to  continue after  the first
               death; 

          d)   Payments for a minimum of 120 months, with 100% of
               the payment to continue after the first death; or 

          e)   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.



In addition to the  Annuity options described above, we  may make
optional methods of payment available to you and other payees.


Payments  under any  lifetime Annuity  option will  be determined
without  regard to  the  sex of  the  Annuitant(s). Such  Annuity
payments will be based solely on the age of the Annuitant(s).




<PAGE> 47
<PAGE>






If a  lifetime option  is  elected without  a guaranteed  minimum
payment period, it is possible that only one Annuity payment will
be  made  if  the Annuitant  under  Option  3,  or the  surviving
Annuitant under Option 4, should die prior to the due date of the
second Annuity payment.


Once lifetime Annuity payments begin, neither the Contract Holder
nor the Annuitant can elect to receive a lump sum settlement.


                          DEATH BENEFIT


ACCUMULATION PERIOD


A portion or  all of any  death proceeds may  be (a) paid to  the
Plan beneficiary in a lump sum; (b) applied to any of the Annuity
Options; (c) subject to  applicable provisions of the Code,  left
in the  variable investment  options; (d)  if the  beneficiary is
your spouse, paid under  an Additional Withdrawal Option;  or (e)
subject  to applicable provisions of the Code, left on deposit in
the  Company's general  account and  the beneficiary  may receive
monthly, quarterly, semiannual or annual interest payments at the
interest rate then currently being credited on such deposits. The
balance on deposit can be withdrawn at any  time or applied under
any Annuity Option. See "Annuity Period -- Annuity Options."  Any
lump sum payment paid during the Accumulation Period or under the
applicable lifetime or nonlifetime Annuity options will  normally
be  made  within  seven  calendar  days   after  proof  of  death
acceptable to the  Company and a  request for  payment on a  form
acceptable to the Company is received at our Home  Office in good
order.


Until the  election of  method  of payment,  amounts will  remain
invested  as they were before the death, and the beneficiary will
assume  all  nonforfeitable rights  under  a  Contract. The  Code
requires that  distributions begin within a  certain time period.
If the Plan  beneficiary is  your surviving spouse  and the  Plan
allows,  the Plan beneficiary  has until you  would have attained
age  70  1/2 to  begin Annuity  payments, to  receive a  lump sum
distribution,  or  to  begin  receiving  distributions  under  an
Additional  Withdrawal Option.  If your  Plan beneficiary  is not
your  surviving spouse,  either  Annuity payments  must begin  by
December 31 of the year following  the year of your death, or the
entire value must be distributed by December 31 of the fifth year
following the year of your death. In no event may payments to any
Plan  beneficiary extend beyond the life  of the Plan beneficiary
or  any period certain  greater than the  Plan beneficiary's life


<PAGE> 48
<PAGE>






expectancy.  Failure to  commence distribution  within the  above
time periods can result in tax penalties.


If  a lump sum distribution is elected, the Plan beneficiary will
receive  the value of the Individual Account determined as of the
Valuation Period in which  proof of death acceptable to  us and a
request  for payment  on  a form  acceptable  to the  Company  is
received  at our Home Office  in good order.  The distribution is
taxed  in  the same  manner as  a full  surrender. If  an Annuity
Option is elected,  the value  applied to the  Annuity Option  is
determined in the same manner, and the proceeds are taxed in  the
same manner as the annuity  payments. If amounts are left  in the
variable investment options, the Individual Account Current Value
will continue to be affected by the investment performance of the
investment option(s) selected.  If amounts are left on deposit in
the  general account,  the  principal amount  is guaranteed,  but
interest payments may vary. In general, regardless  of the method
of payment,  payments received  by your beneficiaries  after your
death are taxed  in the same manner as if  you had received those
payments. (See "Tax Status.") 



ANNUITY PERIOD


If an Annuitant dies after Annuity payments have begun, any death
benefit payable  will depend upon the terms of a Contract and the
Annuity option selected.


If Annuity option 3 or 4 was elected without a guaranteed minimum
payment period under a Contract, Annuity payments will cease upon
the  death of the Annuitant under a  Life Annuity or the death of
the surviving Annuitant under  (i), (ii), (iii) or (v)  of option
4.


Under  a Contract, if  Annuity option 3  or 4 was  elected with a
guaranteed  minimum payment  period and the  death of  the second
Annuitant under Annuity option 3 or the surviving Annuitant under
(iv) of  Annuity option 4 occurs prior to the end of that period,
we will pay to the person designated by the Contract  Holder in a
lump sum  (unless otherwise requested)  the present value  of the
guaranteed  Annuity  payments  remaining.   Such  value  will  be
determined as of  the Valuation  Period in which  proof of  death
acceptable to us  and a request for  payment are received at  our
Home Office. The value will be reduced by any payments made after
the date of death.



<PAGE> 49
<PAGE>






If  Annuity option  3  was  elected  under  a  Contract  and  the
Annuitant dies before all guaranteed payments are made, the value
of  any remaining payments may be paid in a lump sum to your Plan
beneficiary and no  Withdrawal Fee  will be  imposed. Such  value
will be determined as of  the Valuation Period in which proof  of
death  acceptable  to us  and  a request  for  payment on  a form
acceptable to the Company are received at our Home Office in good
order.


If  the Annuitant dies after  Annuity payments have  begun and if
there  is  a  death  benefit payable  under  the  Annuity  option
elected,  the  remaining  values  must  be  distributed  to  your
designated  Plan beneficiary  at  least as  rapidly as  under the
original method of distribution.


Any  lump  sum  payment  paid under  the  applicable  lifetime or
nonlifetime Annuity  options will  normally be made  within seven
calendar  days  after proof  of death,  acceptable  to us,  and a
request for payment are received at our Home Office. 



                            TAX STATUS


INTRODUCTION


The  following  discussion is  a  general  discussion of  federal
income  tax  considerations relating  to  a Contract  and  is not
intended  as  tax  advice. This  discussion  is  not  intended to
address the tax consequences resulting from all of the situations
in  which  a   person  may  be  entitled  to  or  may  receive  a
distribution  under  the Contracts.  Any  person  concerned about
these  tax implications  should consult  a competent  tax adviser
before initiating any transaction.


This discussion is based upon the Company's understanding of  the
present federal income tax laws as they are currently interpreted
by the  Internal Revenue  Service ("IRS").  The tax  treatment of
annuities may change by  legislation or other means (such  as IRS
regulations,   revenue   rulings,   judicial  decisions,   etc.).
Moreover,  it  is   also  possible  that  any  change   could  be
retroactive (that is, effective prior to the date of the change).
No  representation   is  made  as   to  the  likelihood   of  the
continuation of the  present federal  income tax laws  or of  the
current interpretation by the IRS. Moreover, no attempt has  been
made to consider any applicable state or other tax laws.


<PAGE> 50
<PAGE>






The  Contracts may  be  purchased  and  used in  connection  with
certain retirement  arrangements entitled to  special income  tax
treatment  under  Sections 403(b)  or  401(a)  of the  Code.  The
ultimate effect of federal income taxes on the amounts held under
a Contract, or Annuity  Payments, and on the economic  benefit to
the Contract Holder, the Annuitant, or the Beneficiary may depend
on the tax status of the individual concerned.


The  Company  makes  no  attempt  to  provide  more  than general
information about use of  either Contract with the various  types
of  retirement  plans. Contract  Holders  and  participants under
retirement  plans as  well  as annuitants  and beneficiaries  are
cautioned  that the rights of any person  to any benefits under a
Contract may be subject to the  terms and conditions of the plans
themselves,  regardless  of  the  terms  and  conditions  of  the
Contract issued in  connection with such a  plan. Some retirement
plans are subject to distribution and other requirements that are
not incorporated  in the  administration of a  Contract. Contract
Holders  are  responsible  for  determining  that  contributions,
distributions and  other transactions with respect  to a Contract
satisfy applicable law. Purchasers of a Contract for use with any
retirement  plan  should  consult  their legal  counsel  and  tax
adviser regarding the suitability of the Contract. 


TAXATION OF THE COMPANY


The Company  is taxed as a life insurance company under Part I of
Subchapter L  of the Code. Since  the Separate Account is  not an
entity  separate from the Company, and its operation forms a part
of  the Company, it will not  be taxed separately as a "regulated
investment company"  under Subchapter  M of the  Code. Investment
income and  realized capital  gains are automatically  applied to
increase  reserves under  the Contracts.  Under existing  federal
income tax law,  the Company believes  that the Separate  Account
investment income  and realized  net capital  gains  will not  be
taxed to the  extent that such  income and gains  are applied  to
increase the reserves under the Contracts.


Accordingly,  the Company does not  anticipate that it will incur
any  federal income  tax liability  attributable to  the Separate
Account and,  therefore,  the Company  does  not intend  to  make
provisions for any such taxes. However, if changes in the federal
tax laws or 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. 


<PAGE> 51
<PAGE>






TAX STATUS OF THE CONTRACTS


In  certain circumstances,  owners of variable  annuity contracts
may be considered the owners, for federal income tax purposes, of
the assets  of  the  separate  accounts  used  to  support  their
contracts.  In those  circumstances,  income and  gains from  the
separate  account  assets would  be  includible  in the  variable
contract owner's gross income. One of the  circumstances that has
raised this  issue is  the  number of  funding options  available
under the Contracts. The Company reserves the right to modify the
Contracts as  necessary to attempt  to prevent a  Contract Holder
from being considered the owner of a pro rata share of the assets
of the Separate Account.


CONTRACTS USED WITH 403(b) PLANS


The Contracts are designed for use with Section 403(b) plans. The
tax  rules  applicable  to  participants  and   beneficiaries  in
retirement plans vary according to the type of plan and the terms
and  conditions of the plan. Special  favorable tax treatment may
be   available   for   certain   types   of   contributions   and
distributions.   Adverse   tax  consequences   may   result  from
contributions in excess of specified  limits; distributions prior
to age 59 1/2 (subject to certain exceptions); distributions that
do not conform to specified commencement and minimum distribution
rules; aggregate  distributions in  excess of a  specified annual
amount; and in other specified circumstances.


Under Code Section 403(b), payments made by public school systems
and  certain  tax  exempt   organizations  to  purchase   annuity
contracts  for  their employees  are  excludable  from the  gross
income of the employee,  subject to certain limitations. However,
these  payments may be subject to FICA (Social Security) taxes. A
Contract issued  as a  tax-deferred annuity under  Section 403(b)
will  be amended as necessary  to conform to  the requirements of
the Code. 


In  order to be excludable  from your taxable  income, your total
annual contributions to Section 403(b) plans cannot exceed either
of  two limits set  by the Code.  The first limit,  under Section
415, is generally the  lesser of 25 percent of  your compensation
or  $30,000. This  limit applies  to all your  own contributions,
your employer's contributions under the Plan on your behalf, and,
if you are  in control of  the employer as  defined in the  Code,
contributions under  certain other  retirement plans.  The second
limit, which is  the exclusion allowance under Section  403(b) of
the Code, is usually calculated according to a formula that takes

<PAGE> 52
<PAGE>






account of  your length  of employment, any  pretax contributions
you  and  your employer  have already  made  under the  Plan, and
pretax contributions to certain  other retirement plans. There is
also a third limit that specifically limits your salary reduction
contributions  to  the  Plan  to  no  more  than $9,500  annually
(subject to indexing); your own limit may be lower.


Code  Section 403(b)(11)  restricts  the distribution  under Code
Section 403(b)  annuity contracts of: (1)  elective contributions
made  in years beginning after December 31, 1988; (2) earnings on
those contributions;  and (3) earnings  in such years  on amounts
held  as of  the  last year  beginning  before January  1,  1989.
Distribution  of those amounts may  only occur upon  death of the
employee,  attainment of  age  59 1/2,  separation from  service,
disability,   or  financial   hardship.   In   addition,   income
attributable to elective contributions  may not be distributed in
the case of hardship.


The Code also has required  distribution rules for Section 403(b)
plans.  Distributions  of  amounts   as  of  December  31,  1986,
generally  must begin  by age  75. Distributions  attributable to
contributions  made on or after January 1, 1987, and any earnings
on  the entire  Individual Account  on or  after that  date, must
begin by  (1) for governmental  or church  plans, April 1  of the
calendar  year   following  the   calendar  year  in   which  the
participant  attains  age 70  1/2  or  retires, whichever  occurs
later, or (2)  for all other plans, April 1  of the calendar year
following the calendar year in  which the participant attains age
70 1/2. To comply with these provisions, distributions must be in
a form and amount sufficient to satisfy the  minimum distribution
rules and the minimum distribution incidental death benefit rules
specified in  IRS regulations.  In general, annuity  payments may
not extend  beyond your  life, the  joint lives of  you and  your
beneficiary, a period certain  greater than your life expectancy,
or a period certain  greater than the joint life  expectancies of
you and your beneficiary.  If you die after the  required minimum
distributions  have commenced, distributions  to your beneficiary
must be  made  at  least  as  rapidly  as  under  the  method  of
distribution in effect at the time of your death.


If  you  die  before  the  required  minimum  distributions  have
commenced, distribution to your beneficiary generally must either
commence as an  annuity within  one year or  be completed  within
five years,  subject to  certain special rules.  If distributions
are taken  in excess  of the  minimum required  distribution, the
Company  will no  longer maintain  the grandfathered  amount. See
"Contract Rights -- Withdrawals."



<PAGE> 53
<PAGE>






All distributions will be  taxed as they are received  unless you
made  a  rollover contribution  of  the  distribution to  another
Section 403(b)  plan or an individual  retirement 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 generally  are provided  the
opportunity to elect not to have tax withheld from distributions.
Certain distributions from Section 403(b) tax-sheltered annuities
are subject to  mandatory federal income tax withholding. We will
report to the IRS the taxable portion of all distributions.


CONTRACTS USED WITH "QUALIFIED" PLANS


The  Contracts  are  designed  for  use  with  certain  types  of
retirement plans  that qualify for favorable  tax treatment under
Section 401(a)  of the  Code  ("Qualified Plans").  Code  section
401(a) permits employers to establish various types of retirement
plans for  employees,  and permits  self-employed individuals  to
establish retirement  plans for  themselves and  their employees.
These retirement plans may  permit the purchase of the  Contracts
to  accumulate retirement  savings under  the plans.  Adverse tax
consequences  to  the plan,  to the  participant  or to  both may
result  if  this  Contract  is  assigned  or  transferred to  any
individual as a means to provide benefit payments.


The  tax rules  applicable to  participants and  beneficiaries in
retirement plans vary according to the type of plan and the terms
and conditions of the  plan. Adverse tax consequences may  result
from contributions in  excess of specified limits;  distributions
prior  to   age  59   1/2   (subject  to   certain   exceptions);
distributions that  do not conform to  specified commencement and
minimum distribution rules; aggregate  distributions in excess of
a specified annual amount; and in other specified circumstances. 


In  the case  of a  withdrawal under  a Contract  paid to  a plan
participant  or  beneficiary,  including  withdrawals  under  the


<PAGE> 54
<PAGE>






Systematic Withdrawal Option or the Estate Conservation Option, a
ratable  portion of  the  amount received  is taxable,  generally
based on the  ratio of  the "investment in  the contract" to  the
individual's total accrued benefit under the retirement plan. The
"investment  in the contract" generally equals  the amount of any
non-deductible  contributions  paid  by   or  on  behalf  of  any
individual's total accrued benefit under the retirement plan. The
"investment in the  contract" generally equals the  amount of any
non-deductible  contributions  paid  by   or  on  behalf  of  any
individual. For  a Contract  issued in connection  with qualified
plans,  the "investment in the contract" can be zero. Special tax
rules may be available for certain distributions from a qualified
plan.


In  general,  only  the  portion  of  the  Annuity  payment  that
represents  the amount  by which  the Account  Value exceeds  the
"investment in the contract" will be taxed; after the "investment
in  the contract" is recovered, the full amount of any additional
Annuity payments  is taxable. For Variable  Annuity payments, the
taxable  portion  is generally  determined  by  an equation  that
establishes  a specific dollar amount of each payment that is not
taxed.  The   dollar  amount   is  determined  by   dividing  the
"investment  in the  contract" by  the  total number  of expected
periodic payments.  However,  the  entire  distribution  will  be
taxable once the recipient has recovered the dollar amount of his
or her "investment in the contract." For  Fixed Annuity payments,
in  general there is no tax on  the portion of each payment which
represents the same ratio  that the "investment in the  contract"
bears to the total expected value of the Annuity payments for the
term  of  the payments;  however, the  remainder of  each Annuity
payment is  taxable. Once the  "investment in  the contract"  has
been fully recovered,  the full amount of any  additional Annuity
payments is taxable.


Pension 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  generally are  provided  the  opportunity to
elect  not  to have  tax  withheld  from distributions.  However,
certain distributions are subject to mandatory federal income tax
withholding. 


PENALTY TAX ON CERTAIN DISTRIBUTIONS


The  Code  generally imposes  a 10%  penalty  tax on  the taxable
portion of any  distribution from  a 403(b) plan  or a  Qualified
Plan unless  (a) made  when you  have  attained age  59 1/2,  (b)
attributable to  your disability,  (c) made  to a beneficiary  or

<PAGE> 55
<PAGE>






your estate  on  or after  your  death, (d)  made  when you  have
attained age 55  and have  separated from service  with the  plan
sponsor, (e) the distribution amount  is rolled over into another
Section 403(b) plan or an IRA in accordance with the terms of the
Code, or (f) the distribution amount is annuitized over your life
or life expectancy or the joint lives or life expectancies of you
and  your  plan beneficiary,  provided  you  have separated  from
service  with the plan sponsor.  In addition, the  penalty tax is
abated  for the amount  of a  distribution equal  to unreimbursed
medical expenses incurred  by you that  qualify for deduction  as
specified in the Code. The Code may impose other penalty taxes in
other circumstances.


OTHER TAX CONSEQUENCES


As  noted above, the  foregoing discussion of  the federal income
tax consequences is not exhaustive and special rules are provided
with respect  to other  tax consequences  not  discussed in  this
Prospectus.  A  competent tax  advisor  should  be consulted  for
further information.































<PAGE> 56
<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 sum  of all Current Values  of a
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 a 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 a Contract or Valuation Reserve relates to more than one
Fund, the calculation of  votes will be performed separately  for
each Fund.


Participants and  Annuitants have a fully  vested (100%) interest
in the value of  the Individual Accounts which are  credited with
Participant Contributions. Participants  and Annuitants also have
a nonforfeitable  (vested)  right to  the value  of the  Employer
Account  pursuant to the  terms of,  and to  the extent  of their
vested percentage  under the Plan.  Therefore, such  Participants
and  Annuitants may instruct the Contract Holder how to direct us
to  cast  the votes  for  the  portion of  the  Current Value  or
Valuation  Reserve  attributable  to their  Individual  Accounts.
Votes attributable to  those Participants and  Annuitants who  do
not  instruct the Contract Holder will be  cast by us in the same
proportion as votes for which  instructions have been received by
the Contract  Holder. Votes attributable to  Contract Holders who
do not direct us will be cast by us in the same proportion as the
votes for which we have received directions.


Contract Holders,  or  Participants and  Annuitants  entitled  to
instruct  the casting  of votes,  will receive  a notice  of each
meeting  of shareholders,  together  with any  proxy solicitation
materials, and a statement of the number of votes attributable to
their  participation under a  Contract and  stating the  right to
instruct the Contract Holder how such votes shall be cast. 



<PAGE> 57
<PAGE>






MODIFICATION OF THE CONTRACTS


Only an authorized officer of the Company may change the terms of
this  Contract. The  Company  reserves the  right to  modify this
Contract to meet the requirements of applicable state and federal
laws or regulations.  The Company will notify the Contract Holder
and Participants in writing of any changes.


The Company may change  the tables for determining the  amount of
Annuity benefit payments without  Contract Holder consent. Such a
change will not become effective earlier than twelve months after
(1) the effective date of the Contract, or (2) the effective date
of a previous change. The Company will notify the Contract Holder
in writing at least thirty (30) days before the effective date of
the  change.  The change  will apply  to  all current  and future
Individual Accounts.


NONPARTICIPATING CONTRACTS


The Contracts are nonparticipating contracts.


CONTRACT HOLDER INQUIRIES


A  Contract Holder  or a  Participant may  direct inquiries  to a
local representative of the Distributor or  may write directly to
us at the address shown on the cover page of this prospectus. 


TELEPHONE TRANSFERS


Subject  to  the  Contract  Holder's  approval,  the  Participant
automatically  has the  right to  make transfers  among Funds  by
telephone.  We  have  enacted  procedures to  prevent  abuses  of
Individual  Account  transactions  by telephone.  The  procedures
include  requiring the  use of  a personal  identification number
(PIN) to execute transactions. The Participant is responsible for
safeguarding his or  her PIN, and for  keeping Individual Account
information  confidential. If  the  Company fails  to follow  its
procedures,   it  would   be  liable  for   any  losses   to  the
Participant's Individual Account  resulting from the failure.  To
ensure authenticity, we record  all calls requesting transfers on
the  800  line.  Note:  all Individual  Account  information  and
transactions permitted are subject to the terms of the Plan(s). 



<PAGE> 58
<PAGE>






PAYMENTS


Payments for  withdrawal requests (subject to  the limitations on
withdrawals from the Fixed Plus Account described in Appendix II)
will  be made in  accordance with SEC  requirements, but normally
not later  than seven  calendar days  after a properly  completed
disbursement  form is received at our Home Office or within seven
calendar  days  of  the  date the  withdrawal  form  may specify.
Payments may be delayed for: (a) any period in which the New York
Stock Exchange  ("Exchange")  is  closed  (other  than  customary
weekend and holiday closings) or in which trading on the Exchange
is  restricted; (b) any period in which an emergency exists where
disposal of  securities  held  by  the funds  is  not  reasonably
practicable or is not reasonably practicable for the value of the
assets  of the Funds  to be fairly determined;  or (c) such other
periods  as the  SEC may by  order permit  for the  protection of
Contract Holders  and Participants.  The  conditions under  which
restricted trading or an emergency exists shall be determined  by
the rules and regulations of the SEC.


TRANSFER OF OWNERSHIP; ASSIGNMENT


Unless contrary to applicable law, assignment of a Contract or an
Individual Account is prohibited.


LEGAL PROCEEDINGS


We know of  no material  legal proceedings pending  to which  the
Separate Account is  a party, nor  which would materially  affect
the Separate Account. 


LEGAL MATTERS


The validity  of the securities  offered by  this Prospectus  has
been  passed  upon  by Susan  E.  Bryant,  Esq.,  Counsel to  the
Company.










<PAGE> 59
<PAGE>






    STATEMENT OF ADDITIONAL INFORMATION -- TABLE OF CONTENTS 


The  following  items  are  the  contents  of  the  Statement  of
Additional Information:


<TABLE>
<S>                                                           <C>

General Information and History . . . . . . . . . . . . . . . B-2
Variable Annuity Account C  . . . . . . . . . . . . . . . . . B-3

Offering and Purchase of Contracts  . . . . . . . . . . . . . B-5
Performance Data

  General . . . . . . . . . . . . . . . . . . . . . . . . . . B-5
  Average Annual Total Return Quotations  . . . . . . . . . . B-6

Annuity Payments  . . . . . . . . . . . . . . . . . . . . .  B-12
Sales Material  . . . . . . . . . . . . . . . . . . . . . .  B-13

Independent Auditors  . . . . . . . . . . . . . . . . . . .  B-14
Financial Statements of the Separate Account  . . . . . . . . S-1

Financial Statements of Aetna Life Insurance and Annuity Company  F-1



</TABLE>























<PAGE> 60
<PAGE>






                            APPENDIX I


GUARANTEED ACCUMULATION ACCOUNT


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


The  GAA  is a  credited interest  option  in which  we guarantee
stipulated  rates  of interest  for  stated  periods of  time  on
amounts directed to the  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 1 year.
This option guarantees the  minimum interest rate specified  in a
Contract. 


During a specified period of time,  amounts may be applied to any
or  all  available Guaranteed  Terms  within  the Short-Term  and
Long-Term Classifications. The Short-Term Classification consists
of  all Guaranteed  Terms of  3 years or  less and  the Long-Term
Classification consists  of all Guaranteed  Terms of 10  years or
less, but greater than 3 years. 


Withdrawals  or transfers from a Guaranteed Term prior to the end
of  that Guaranteed  Term  may  be  subject  to  a  Market  Value
Adjustment  ("MVA"). An MVA reflects  the change in  the value of
the investment due to changes in interest rates since the date of
deposit. When  interest rates increase after the date of deposit,
the value of the  investment decreases, and the MVA  is negative.
Conversely,  when  interest  rates  decrease after  the  date  of
deposit,  the value of the  investment increases, and  the MVA is
positive. It is possible that a  negative MVA could result in the
Participant receiving an amount that is less than the amount paid
into the GAA.


As a  Guaranteed Term matures  assets accumulating under  the 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 Withdrawal Fee  and/or tax
penalties and/or withholding. 


<PAGE> 61
<PAGE>






By notifying  us at our Home  Office at least 30  days before the
Annuity  payments begin, you may elect to have amounts which have
been accumulating under the GAA transferred to one or more of the
Funds available  during the  Annuity Period, to  provide Variable
Annuity  payments. The GAA cannot be used as an investment option
during the Annuity Period.



MORTALITY AND EXPENSE RISK CHARGES


The Company makes no deductions  from the credited interest  rate
for mortality and  expense risks; these  risks are considered  in
determining the credited rate.


TRANSFERS


Amounts  applied to a Guaranteed Term during a deposit period may
not  be transferred  to any  other funding  option or  to another
Guaranteed Term during that  deposit period or for 90  days after
the close  of that deposit  period. Transfers are  permitted from
Guaranteed Terms  of one  Classification to  available Guaranteed
Terms of another Classification. The Company will apply an MVA to
the GAA  transfers made prior  to the end  of a  Guaranteed Term.
Transfers of  the GAA values due to a maturity are not subject to
an MVA. 


CONTRACT LOANS


Loans may not be made against  amounts held in the GAA,  although
such value is included in determining the value of the Individual
Account against which a loan may be made.


REINVESTMENT PRIVILEGE


If amounts are withdrawn from the GAA and reinvested they will be
applied   to    the   current   deposit   period.   Amounts   are
proportionately reinvested  to  the Classifications  in the  same
manner as they were allocated before the withdrawal. Any negative
MVA  amount  applied  to a  withdrawal  is  not  included in  the
reinvestment. 





<PAGE> 62
<PAGE>






                           APPENDIX II


FIXED PLUS ACCOUNT


THE  FIXED PLUS ACCOUNT IS  AN INVESTMENT OPTION AVAILABLE DURING
THE  ACCUMULATION  PERIOD  UNDER  THE  CONTRACTS.  THE  FOLLOWING
SUMMARIZES MATERIAL INFORMATION CONCERNING THE FIXED PLUS ACCOUNT
THAT IS  OFFERED AS  AN  OPTION UNDER  THE CONTRACTS.  ADDITIONAL
INFORMATION MAY BY FOUND IN YOUR CERTIFICATE OR CONTRACT. AMOUNTS
ALLOCATED  TO THE FIXED PLUS  ACCOUNTS 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, HOWEVER, MAY  BE SUBJECT TO CERTAIN GENERALLY
APPLICABLE PROVISIONS OF THE  FEDERAL SECURITIES LAWS RELATING TO
THE ACCURACY  AND COMPLETENESS  OF THE STATEMENTS.  DISCLOSURE IN
THIS  APPENDIX REGARDING  THE  FIXED PLUS  ACCOUNT  HAS NOT  BEEN
REVIEWED BY THE SEC.


FIXED PLUS ACCOUNT


This option guarantees that amounts allocated to this option will
earn  the  minimum  Fixed  Plus  interest  rate  specified  in  a
Contract. We may credit a higher interest rate from time to time.
The  Company's  determination  of  interest  rates  reflects  the
investment income earned on  invested assets and the amortization
of  any capital  gains  and/or losses  realized  on the  sale  of
invested assets.  Under  this  option,  we  assume  the  risk  of
investment gain  or loss by guaranteeing  Net Contribution 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 Individual  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  Individual Accounts  that have  not
reached their tenth anniversary.


<PAGE> 63
<PAGE>






The  Company  reserves the  right  to  limit Net  Contribution(s)
and/or transfers to the Fixed Plus Account.


FIXED PLUS ACCOUNT WITHDRAWALS


The amount eligible for  partial withdrawal is 20% of  the amount
held  in the  Fixed  Plus  Account on  the  day  our Home  Office
receives  a written  request, reduced by  any Fixed  Plus Account
withdrawals, transfers, loan 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 an  Additional
Withdrawal  Option.  The  20%  limit  is  waived  if the  partial
withdrawal  is taken  pro rata  from  each investment  option the
Individual Account invests  and is due to annuitization or death.
The waiver upon death will only be exercised once and  must occur
within 6 months after  the Participant's date of death.  Any such
surrender or annuitization must be made pro rata from all funding
options. 


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


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


- -         One-fourth  of the  then remaining  Fixed  Plus Account
          Value 12 months later; 


- -         One-third  of the  then  remaining  Fixed Plus  Account
          Value 12 months later; 


- -         One-half of the then remaining Fixed Plus Account Value
          12 months later; and 


- -         The balance  of the Fixed Plus Account  Value 12 months
          later. 


We will waive this payout provision for a Fixed Plus Account full
surrender if a full withdrawal is made due to:


<PAGE> 64
<PAGE>






          (a)  the Participant's  death, before  Annuity payments
          begin  and request  for  payment is  received within  6
          months after the Participant's date of death;


          (b) the election of an Annuity option;


          (c) if the Fixed  Plus Account Value is $3,500  or less
          and no withdrawals,  transfers, loan or  annuitizations
          have  been made  from the  Account within the  prior 12
          months.


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.


TRANSFERS AMONG INVESTMENT OPTIONS


The amount eligible for  transfer from the Fixed Plus  Account is
20% of  the amount held in the Fixed Plus  Account on the day our
Home Office receives a written request, reduced by any Fixed Plus
Account  withdrawals, transfers, loan  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  an
Additional Withdrawal Option. The 20% limit  on transfers will be
waived when the  value in  the Fixed  Plus Account  is $1,000  or
less.


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





<PAGE> 65
<PAGE>







LOANS


Loans may be  made from those  Individual Account Current  Values
held in  the  Fixed Plus  Account.  A 5%  default  charge may  be
assessed on amounts loaned from, but not repaid to the Fixed Plus
Account. The default charge  will apply to borrowed  amounts that
exceed the amount eligible for withdrawal at the time the loan is
made. 


TRANSFER CREDITS


The Company provides a transfer credit in certain  circumstances.
See  "Transfer Credits." The amount of the transfer credit may be
changed  in the discretion of the Company, but is currently equal
to  2% of the assets transferred to  the Company under a Contract
that  remain  in  the Individual  Accounts  as  of  the one  year
anniversary of a participant's first Net Contributions under  the
Contract,  plus the interest  that would  have been  credited had
that amount been deposited in the Fixed Plus Account on the first
business  day of  the calendar  month following  its calculation.
The transfer credit  is applied to the Current Value  held in the
Fixed Plus Account.



























<PAGE> 66
<PAGE>






                           APPENDIX III


FIXED ACCOUNT


THE  FIXED ACCOUNT  IS AN  INVESTMENT OPTION  AVAILABLE  ONLY FOR
AMOUNTS PREVIOUSLY  ALLOCATED TO A FIXED  ACCOUNT UNDER CONTRACTS
THAT  ARE EXCHANGED  INTO  ONE OR  MORE OF  THE  CONTRACTS.   SEE
APPENDIX V.  NO  NEW  CONTRIBUTIONS  OR TRANSFERS  TO  THE  FIXED
ACCOUNT WILL BE ALLOWED.


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



FIXED ACCOUNT


This option guarantees that amounts allocated to this option will
earn the minimum interest  rate specified in the Contract.  (This
minimum interest rate cannot  be changed by the Company.)  We may
credit  a higher interest rate  from time to  time. The Company's
determination of interest  rates reflects  the investment  income
earned on  invested assets  and the amortization  of any  capital
gains  and/or losses  realized on  the sale  of  invested assets.
Under this option, we assume the risk of investment gain or  loss
by  guaranteeing  Net Purchase  Payment  values  and promising  a
minimum interest rate and Annuity payment. 

Under certain  emergency conditions,  we may  defer payment of  a
Fixed Account withdrawal value (a) for a period of up to 6 months
or (b) as provided by federal law.


In  addition, if  allowed  by state  law, we  may  pay any  Fixed
Account withdrawal value in equal payments, with interest, over a
period not to exceed 60 months, when:



<PAGE> 67
<PAGE>






  (a)  the Fixed Account withdrawal value for the Contract or for
the  total of the Accounts under the Contract exceeds $250,000 on
the day prior to the withdrawal; and


  (b) the sum  of the  current Fixed Account  withdrawal and  the
total of all Fixed  Account withdrawals from the Contract  or any
Account under  the Contract  within the  past 12  calendar months
exceeds 20% of the amount  in the Fixed Account on the  day prior
to the current withdrawal. 


Interest, as used  above, will  not be more  than two  percentage
points below  any rate determined  prospectively by the  Board of
Directors  for this  class  of Contract.  In  no event  will  the
interest rate be less than the minimum stated in the Contract.


Amounts  applied to the Fixed Account will earn the interest rate
in  and  the restrictions of Section 403(b), I  have ownership in
the value of my Employer Account.


- -         I understand that the Company will process transactions
          only  with  my  employer's  written  direction  to  the
          Company.  I   agree  to  be  bound   by  my  employer's
          interpretation of the Plan  provisions and its  written
          direction to the Company.


- -         My employer may permit me to make investment selections
          under  the Employee Account and/or the Employer Account
          directly  with  the  Company  under the  terms  of  the
          Contract. Without my  employer's written permission,  I
          will be unable to  make any investment selections under
          the Contract.


- -         On  my  behalf,  my  employer may  request  a  loan  in
          accordance  with  the terms  of  the  Contract and  the
          provisions of  the Plan. The Company  will make payment
          of  the  loan   amount  directly  to  me.  I   will  be
          responsible  for  making  repayments  directly  to  the
          Company in a timely manner. 


- -         In  the event  of my  death, my  employer is  the named
          beneficiary under the terms of the Contract. I have the
          right to  name  a personal  beneficiary  as  determined
          under  the terms of the Plan  and file that beneficiary
          election  with   my  employer.  It   is  my  employer's


<PAGE> 68
<PAGE>






          responsibility to  direct the  Company to  properly pay
          any death benefits.



















































<PAGE> 69
<PAGE>






                            APPENDIX V



CONTRACTS ACQUIRED BY EXCHANGE


Certain holders of contracts  issued by the Company  may exchange
their contract(s) (the "Exchanged Contracts") for either or  both
of  the Contracts  (the "Acquired  Contract(s)").   The contracts
eligible for  exchange are existing group  taxed-deferred annuity
contracts  issued by  the  Company  of  the  same  class  as  the
Contracts. The Company will not assess any  charges or deductions
in  connection with  an exchange.   See "Deferred  Sales Charges"
below.   Upon an exchange,  the rights of  the Exchanged Contract
holder and  participants under  the  Exchanged Contract  will  be
governed by the Acquired Contract(s).  


Differences between Exchanged Contracts and Acquired Contracts


The  terms  of the  Acquired  Contracts vary  from  the Exchanged
Contracts  and it  may or  may  not be  advantageous  to make  an
exchange.  Contract Holders  and Participants  should review  the
Acquired Contract and an Exchanged Contract  to determine all the
differences.   Some differences relate to  the minimum guaranteed
interest  rates for  the GAA,  Fixed Plus  Account and  the Fixed
Account, the  availability of  the  Fixed Account  (see  Appendix
III),  the  annuity options,  and  the  tables on  which  Annuity
payments are based.


Special Acquired Contracts Provisions


Except as follows  terms of the Acquired Contracts  are identical
to the Contracts described in the Prospectus:


          Transfer Credit


If  a new participant under an Acquired Contract transfers to the
Company assets  not  previously  held  by the  Company,  the  new
participant  may receive a  transfer credit.   Participants of an
Exchanged  Contract  in   effect  for  less  than  one  year  who
transferred assets  not previously held  by the Company  may also
receive a transfer credit.  See "Transfer Credit."




<PAGE> 70
<PAGE>









          Deferred Sales Charge


Under  the Acquired  Contract, new  participants of  the Acquired
Contract will be  subject to  the Withdrawal Fee  elected by  the
Contract  Holder.    See  "Charges and  Fees  During  the Annuity
Period."   The Withdrawal  Fee  for existing  participants of  an
Exchanged  Contract, however,  will  be subject  to the  deferred
sales charges outlined below and as previously set forth in their
Exchanged Contract.   In general, deferred  sales charges may  be
deducted  from amounts  withdrawn  during the  first 10  Purchase
Payment  Periods  completed  (if  the Exchanged  Contract  is  an
Installment Purchase Payment Contract) or 9 Account Years (if the
Exchanged Contract is a Single Purchase Payment Contract), as set
forth in  the  table below.  Consult  the Exchanged  Contract  to
determine whether it is an Installment Payment Contract or Single
Purchase  Payment  Contract. For  purposes  of  determining if  a
deferred sales charge applies under an Acquired Contract, amounts
received under an  Exchanged Contract  will be  credited for  the
period  of time  during  which  the  amount  was  held  under  an
Exchanged Contract.


The following tables reflect  the deferred sales charge deduction
as a  percentage of the amount withdrawn  from the Funds, GAA and
the Fixed Account:


<TABLE>
<CAPTION>

Installment Purchase Payment Account:


Purchase Payment                                  Deferred Sales
Periods Completed                                     Charge
Deduction

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

Less than 5                                            5%
5 or more but less than 7                              4%

7 or more but less than 9                              3%
9 or 10                                                2%

More than 10                                           0%

<PAGE> 71
<PAGE>






</TABLE>





<TABLE>
<CAPTION>


Single Purchase Payment Account:


Account Years                                     Deferred Sales

 Completed                                           Charge
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>


The  deduction for the deferred sales charge will not exceed 8.5%
of  the total Purchase  Payments actually  made to  an Individual
Account.


The deferred sales  charge will apply  to withdrawals during  the
Accumulation  Period.  It will apply during the Annuity Period if
a  non-lifetime Annuity option is elected on a variable basis and
the remaining  value is  withdrawn before  five years of  Annuity
payments have been completed. 









<PAGE> 72
<PAGE>






                      SUBJECT TO COMPLETION
INFORMATION  CONTAINED  HEREIN  IS   SUBJECT  TO  COMPLETION   OR
AMENDMENT.  A REGISTRATION STATEMENT RELATING TO THESE SECURITIES
HAS  BEEN  FILED WITH  THE  SECURITIES  AND EXCHANGE  COMMISSION.
THESE  SECURITIES MAY  NOT  BE SOLD  NOR  MAY  OFFERS TO  BUY  BE
ACCEPTED  PRIOR TO  THE TIME  THE REGISTRATION  STATEMENT BECOMES
EFFECTIVE.  THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL
OR THE SOLICITATION  OF AN OFFER  TO BUY NOR  SHALL THERE BE  ANY
SALE  OF THESE  SECURITIES  IN ANY  STATE  IN WHICH  SUCH  OFFER,
SOLICITATION OR SALE  WOULD BE UNLAWFUL PRIOR TO  REGISTRATION OR
QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.


                    VARIABLE ANNUITY ACCOUNT C

                                OF
             AETNA LIFE INSURANCE AND ANNUITY COMPANY


   Statement of Additional Information dated ___________, 1996


This Statement of Additional Information is not a prospectus  and
should be read in conjunction with the current prospectus dated 

[],  1996  which  describes  the  Retirement  Plus  Contract  and
Voluntary Contract and Voluntary Contract funded through Variable
Annuity Account C (the "Separate Account").  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
                        Annuity Operations

                      151 Farmington Avenue
                   Hartford, Connecticut 06156

                          1-800-525-4225


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









<PAGE>
<PAGE>






                        TABLE OF CONTENTS
<TABLE>

<CAPTION>
                                                             Page

                                                             ----
<S>                                                           <C>

General Information and History . . . . . . . . . . . . . . . B-2
Variable Annuity Account C  . . . . . . . . . . . . . . . . . B-3

Offering and Purchase of Contracts  . . . . . . . . . . . . . B-5
Performance Data

  General . . . . . . . . . . . . . . . . . . . . . . . . . . B-5
  Average Annual Total Return Quotations  . . . . . . . . . . B-6

Annuity Payments  . . . . . . . . . . . . . . . . . . . . .  B-12
Sales Material  . . . . . . . . . . . . . . . . . . . . . .  B-13

Independent Auditors  . . . . . . . . . . . . . . . . . . .  B-14
Financial Statements of the Separate Account  . . . . . . . . S-1

Financial Statements of Aetna Life Insurance and Annuity Company  F-1
</TABLE>





                 GENERAL INFORMATION AND HISTORY


Aetna  Life  Insurance  and  Annuity  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, 1994, the  Company managed  over
$20.4 billion of assets,  ranking the Company 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., 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.





<PAGE>
<PAGE>






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


Other   than  the   mortality  and   expense  risk   charges  and
administrative  expense  charge,   if  any,   described  in   the
prospectus,  all  expenses  incurred  in the  operations  of  the
Separate  Account are  borne  by the  Company.  See "Charges  and
Deductions"   in   the   Prospectus.     The   Company   receives
reimbursement   for  certain   administrative  costs   from  some
unaffiliated sponsors of the Funds  used as funding options under
the Contract.  These fees generally range from 0.15% to 0.25%.


The  assets  of the  Separate Account  are  held by  the Company.
Please refer to the prospectuses of the individual Funds in whose
shares the assets of the Separate Account are  invested regarding
the custodians for those Funds. 









                    VARIABLE ANNUITY ACCOUNT C


Variable Annuity Account  C 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 the Separate Account will be invested exclusively in shares of
the mutual funds described in the Prospectus ("Funds").  Purchase
Payments made under the Contract may be allocated to one  or more
of the Funds. The Company may make additions to or deletions from
available  investment  options   as  permitted  by   law.     The
availability  of the  Funds is  subject to  applicable regulatory
authorization.  Not all Funds  are available in all jurisdictions
or  under all Contracts.  The Funds currently available under the
Contract are as follows:



<PAGE>
<PAGE>






     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 Fund

     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 (a Twentieth Century Fund)


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










<PAGE>
<PAGE>






                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 -  Contract Purchase" and "Determining  Contract
Value."



                         PERFORMANCE DATA


General


From time to time,  the Company may advertise different  types of
historical performance  for the variable options  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 and  for the  periods prescribed  by the
Securities  and  Exchange  Commission  (the  "Standardized  total
return"),  as   well  as  the  "non-standardized  total  return,"
calculated  in  an  identical  manner  but  including  additional
periods.


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


The non-standardized  total return figures use  the same formula,
but may be computed to include a three year period as well as the
one, five and ten year periods.





<PAGE>
<PAGE>






For  variable  options  of  the  Separate  Account  that  were in
existence prior to the  date the Fund became available  under the
Contract, the 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.


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


Average  Annual  Total  Return  Quotations  -   Standardized  and
Non-Standardized


The  table below  reflects  the average  annual standardized  and
non-standardized total return  quotation figures for the  periods
ended  December  31,  1994  for the  variable  options  under the
Contract issued by the Company.


<TABLE>
<CAPTION>


                                                  

                                                  
                                     Standardized 

                                      ----------  


                                1 Year  5 Year 10 Year
                                 ----    -----  -----

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


Aetna Variable Fund              17.93%  11.60% 12.99%


Aetna Income Shares               6.21    7.34   8.48

<PAGE>
<PAGE>






Aetna Variable
Encore Fund                      -1.01    2.34   4.63


Aetna Investment

Advisers Fund, Inc.              13.54    9.56   7.95*


Aetna Ascent Variable
Portfolio                         0.30   --     --


Aetna Crossroads 

Variable Portfolio               -0.38*  --     --


Aetna Legacy Variable            -1.18*  --     --
Portfolio


Alger American

Growth Fund                      38.09   22.92  18.51*


Alger American Small
Cap Portfolio                    51.06   23.50  22.37*


Calvert Responsibly

Invested Balanced
Portfolio**                      16.32    9.20   9.79*


Fidelity VIP II 

Contrafund Portfolio             30.89*  --     --


Fidelity VIP Equity-Income
Portfolio                        17.88   18.62  10.90*


Fidelity VIP Growth

Portfolio                        35.36   20.63  13.78*


Fidelity VIP Overseas

<PAGE>
<PAGE>






Portfolio                        -1.93    6.19   5.26*


Franklin Government
Securities Trust                  7.15    6.41   6.63*


Janus Aspen Aggressive

Growth Portfolio                 19.30   22.99*  --


Janus Aspen
Balanced Portfolio                8.47    7.76*  --


Janus Aspen Flexible

Income Portfolio                  9.04    3.79*  --


Janus Aspen
Growth Portfolio                 16.25    9.93*  --


Janus Aspen Short-Term

Bond Portfolio                    0.52   -0.26* --


Janus Aspen Worldwide
Growth Portfolio                 11.85   15.53* --


Lexington Natural

Resources Trust                  -1.94    8.44   7.93*


Neuberger & Berman
Growth Portfolio                 25.99   14.06  11.21*


Scudder International

Portfolio                        -0.12    8.60   7.51*


TCI Growth                       29.07   15.25  12.15*


</TABLE>

<PAGE>
<PAGE>







  <TABLE>

  <CAPTION>


                                                                    Fund
                                         Non-                     Inception

                                     Standardized                   Date
                                      ----------                  ---------


                                1 Year  3 Year 5 Year    10 Year

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


  Aetna Variable Fund            24.14%   9.79% 12.51%    12.99%   04/30/75


  Aetna Income Shares            11.80    4.79   8.22      8.48    06/01/78


  Aetna Variable

  Encore Fund                     4.20    2.55   3.18      4.63    09/01/75


  Aetna Investment
  Advisers Fund, Inc.            19.52    8.93  10.46      8.65*   06/23/89


  Aetna Ascent Variable

  Portfolio                       5.58*  --     --        --       07/03/95
  Aetna Crossroads Variable

  Portfolio                       4.87*  --     --        --       07/03/95


  Aetna Legacy Variable
  Portfolio                       4.03*  --     --        --       07/03/95


  Alger American

  Growth Fund                    45.36   24.70  23.93     19.23*   01/08/89


  Alger American Small

<PAGE>
<PAGE>






  Cap Portfolio                  59.02   24.23  24.52     22.90*   09/21/88


  Calvert Responsibly
  Invested Balanced

  Portfolio**                    22.44    9.06  10.09     10.04*   09/30/86


  Fidelity VIP II 
  Contrafund Portfolio           37.78*  --     --        --       01/03/95

  Fidelity VIP Equity-Income
  Portfolio                      24.09   18.33  19.59     11.27*   10/22/86


  Fidelity VIP Growth

  Portfolio                      42.49   22.47  21.62     14.17*   11/07/86


  Fidelity VIP Overseas
  Portfolio                       3.24   10.75   7.06      5.63*   02/13/87


  Franklin Government

  Securities Trust               12.79    4.15   7.28      7.32*   05/30/89


  Janus Aspen Aggressive
  Growth Portfolio               25.59   26.11* --        --       09/13/93


  Janus Aspen

  Balanced Portfolio             14.18   10.49*  --       --       09/13/93


  Janus Aspen Flexible
  Income Portfolio               14.78    6.43*  --       --       09/13/93


  Janus Aspen

  Growth Portfolio               22.38   12.72* --        --       09/13/93


  Janus Aspen Short-Term
  Bond Portfolio                  5.82    2.28* --        --       09/13/93



<PAGE>
<PAGE>






  Janus Aspen Worldwide
  Growth Portfolio               17.75   18.47* --        --       09/13/93


  Lexington Natural

  Resources Trust                 3.22    4.71   9.33      8.62*   05/31/89


  Neuberger & Berman
  Growth Portfolio               32.63   13.94  14.99     11.44*   12/31/85


  Scudder International

  Portfolio                       5.14   11.71   9.49      7.90*   04/30/87


  TCI Growth                     35.87   16.40  16.20     12.58*   11/20/87


  </TABLE>



*         Although  results  are  not  available  for  the   full
          calendar indicated, the percentage  shown is an average
          annual return since inception.

**        Formerly known as Calvert Socially Responsible Series.























<PAGE>
<PAGE>







                         ANNUITY PAYMENTS


When Variable Annuity  payments are  to begin, the  value of  the
Individual Account  is determined using Fund  Annuity 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 Variable Annuity payment
for each $1,000  of value applied.  Thereafter, Variable  Annuity
payments fluctuate  as the Fund 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  Fund  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 Fund Annuity Unit
value for  that investment option.  As noted,  Fund 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:


<PAGE>
<PAGE>






Assume that, at the date Annuity payments are to begin, there are
3,000 Fund  Annuity Units credited under a particular Contract or
Account and that the value  of a Fund Annuity 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 a  Fund  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 Fund  Annuity Units is  determined to  be
20.414. The value  of this number of  Fund 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 Fund Annuity Units determined
above) produces a result of 1.0014057. This is then multiplied by
the  Fund  Annuity  Unit value  for  the  prior  Valuation Period
(assume  such value to be  $13.504376) to produce  a Fund 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 Fund  Annuity Units  by the current  Fund Annuity  Unit
value, or 20.414  times $13.523359, which  produces a payment  of
$276.07.


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



                          SALES MATERIAL


The Company  may include hypothetical illustrations  in its sales
literature  that explain  the mathematical  principles  of dollar


<PAGE>
<PAGE>






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
Deposits.



                       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.



































<PAGE>
<PAGE>






   Index of Financial Statements of Variable Annuity Account C:


Independent Auditors' Report  . . . . . . . . . . . . . . . . . .


Statement of Assets and Liabilities as of December 31, 1994 . . .


Statement of Operations for the year ended December 31, 1994  . .


Statements  of Changes in Net Assets for the years ended December
31, 1994 and 1993 . . . . . . . . . . . . . . . . . . . . . . . .


Notes to Financial Statements . . . . . . . . . . . . . . . . . .


Unaudited Statement of Assets and Liabilities as of September 30,
1995  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .


Unaudited Statement of Operations for the nine-month period ended
September 30, 1995  . . . . . . . . . . . . . . . . . . . . . . .


Unaudited  Statements of  Changes  in Net  Assets for  nine-month
period ended September 30, 1995 and year ended December 31, 1994  


Notes to Financial Statements . . . . . . . . . . . . . . . . . .





















<PAGE>
<PAGE>







<PAGE>

                          INDEPENDENT AUDITORS' REPORT


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

We have audited the accompanying statement of assets and liabilities of Aetna
Life Insurance and Annuity Company Variable Annuity Account C (the "Account") as
of December 31, 1994, the related statement of operations and condensed
financial information for the year then ended and the statements of changes in
net assets for each of the years in the two-year period then ended.  These
financial statements and condensed financial information are the responsibility
of the Account's management.  Our responsibility is to express an opinion on
these financial statements and condensed financial information based on our
audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and condensed
financial information are free of material misstatement.  An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements.  Our procedures included confirmation of securities
owned as of December 31, 1994, by correspondence with the custodian.  An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements and condensed financial information
referred to above present fairly, in all material respects, the financial
position of Aetna Life Insurance and Annuity Company Variable Annuity Account C
as of December 31, 1994, the results of its operations and condensed financial
information for the year then ended and the changes in its net assets for each
of the years in the two-year period then ended in conformity with generally
accepted accounting principles.



                                             KPMG Peat Marwick LLP

Hartford, Connecticut
January 31, 1995


                                       S-2

<PAGE>
<TABLE>
<CAPTION>

VARIABLE ANNUITY ACCOUNT C

STATEMENT OF ASSETS AND LIABILITIES - December 31, 1994

ASSETS:
<S>                                                                                               <C>
Investments, at net asset value: (Note 1)
  Aetna Variable Fund; 115,046,067 shares at $26.23 per share (cost $2,938,078,798) . . . . . .  $3,017,586,769
  Aetna Income Shares; 28,987,528 shares at $11.72 per share (cost $373,229,679)  . . . . . . .     339,845,651
  Aetna Variable Encore Fund; 18,165,132 shares at $12.55 per share (cost $230,182,227) . . . .     227,945,773
  Aetna Investment Advisers Fund, Inc.; 48,115,691 shares at $12.23 per share
    (cost $557,208,037) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     588,336,344
  Aetna GET Fund, Series B; 6,130,437 shares at $9.92 per share (cost $61,658,244)  . . . . . .      60,813,035
  Alger American Fund - Alger American Small Capitalization Portfolio; 2,504,238 shares at
    $27.31 per share (cost $68,490,734) . . . . . . . . . . . . . . . . . . . . . . . . . . . .      68,390,728
  Calvert Socially Responsible Series; 11,114,321 shares at $1.44 per share (cost $16,386,553).      16,015,737
  Fidelity Investments Variable Insurance Products Fund  II - Asset Manager Portfolio;
    859,413 shares at $13.79 per share (cost $12,101,599) . . . . . . . . . . . . . . . . . . .      11,851,301
  Fidelity Investments Variable Insurance Products Fund - Equity-Income Portfolio;
    97,900 shares at $15.35 per share (cost $1,512,657) . . . . . . . . . . . . . . . . . . . .       1,502,758
  Fidelity Investments Variable Insurance Products Fund - Growth Portfolio;
    74,198 shares at $21.69 per share (cost $1,566,291) . . . . . . . . . . . . . . . . . . . .       1,609,365
  Fidelity Investments Variable Insurance Products Fund - Overseas Portfolio
    Portfolio; 35,965 shares at $15.67 per share (cost $575,367)  . . . . . . . . . . . . . . .         563,569
  Franklin Government Securities Trust; 1,232,301 shares at $12.05 per share
    (cost $15,779,220)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      14,849,231
  Janus Aspen Series - Aggressive Growth Portfolio; 937,913 shares at $13.62 per share
    (cost $12,554,413). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      12,774,375
  Janus Aspen Series - Flexible Income Portfolio; 31,351 shares at $9.48 per share
    (cost $307,352) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         297,205
  Lexington Emerging Markets Fund, Inc.; 128,777 shares at $9.86 per share
    (cost $1,392,103) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       1,269,745
  Lexington Natural Resources Trust; 1,260,454 shares at $9.71 per share (cost $12,849,039) . .      12,239,010
  Neuberger & Berman Advisers Management Trust- Growth Portfolio; 2,416,504 shares at
    $20.31 per share (cost $52,391,344) . . . . . . . . . . . . . . . . . . . . . . . . . . . .      49,079,202
  Scudder Variable Life Investment Fund - International Portfolio; 13,314,695 shares at
    $10.69 per share (cost $141,368,583)  . . . . . . . . . . . . . . . . . . . . . . . . . . .     142,334,092
  TCI Portfolios, Inc. - TCI Growth; 32,031,260 shares at $9.21 per share (cost $291,200,318) .     295,007,901
                                                                                                ---------------
NET ASSETS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $4,862,311,791
                                                                                                ---------------
                                                                                                ---------------
</TABLE>





See Notes to Financial Statements

                                       S-3

<PAGE>

<TABLE>
<CAPTION>

VARIABLE ANNUITY ACCOUNT C

STATEMENT OF ASSETS AND LIABILITIES - December 31, 1994 (continued)

Net assets represented by:                                                  ACCUMULATION
                                                                               UNIT
                                                           UNITS               VALUE
                                                       --------------      --------------
<S>                                                    <C>                 <C>                <C>
Reserves for annuity contracts in accumulation period:
AETNA VARIABLE FUND:
  Qualified I . . . . . . . . . . . . . . . . . . . .     1,258,166.4       $ 138.406         $   174,137,707
  Qualified III . . . . . . . . . . . . . . . . . . .    13,966,072.4         105.558           1,474,234,355
  Qualified IV  . . . . . . . . . . . . . . . . . . .           269.0          63.884                  17,183
  Qualified V . . . . . . . . . . . . . . . . . . . .        77,510.5          10.823                 838,870
  Qualified VI  . . . . . . . . . . . . . . . . . . .   114,733,034.7          10.778           1,236,626,034
  Qualified VII . . . . . . . . . . . . . . . . . . .     2,703,365.0          10.136              27,402,446
  Qualified VIII  . . . . . . . . . . . . . . . . . .         3,454.8          10.011                  34,586
  Qualified IX  . . . . . . . . . . . . . . . . . . .        23,601.2          9.879                  233,158
  Qualified X (1.15)  . . . . . . . . . . . . . . . .       110,419.5          10.791               1,191,541
  Qualified X (1.25)  . . . . . . . . . . . . . . . .       602,837.7          10.778               6,497,560

AETNA INCOME SHARES:
  Qualified I . . . . . . . . . . . . . . . . . . . .       161,534.6          40.570               6,553,450
  Qualified III . . . . . . . . . . . . . . . . . . .     5,108,719.7          40.173             205,233,454
  Qualified V . . . . . . . . . . . . . . . . . . . .        14,481.7          10.536                 152,573
  Qualified VI  . . . . . . . . . . . . . . . . . . .    11,713,354.4          10.360             121,354,557
  Qualified VII . . . . . . . . . . . . . . . . . . .        49,298.1           9.565                 471,526
  Qualified VIII  . . . . . . . . . . . . . . . . . .           440.2           9.543                   4,201
  Qualified IX  . . . . . . . . . . . . . . . . . . .         4,120.5           9.570                  39,432
  Qualified X (1.15)  . . . . . . . . . . . . . . . .        16,109.8          10.373                 167,101
  Qualified X (1.25)  . . . . . . . . . . . . . . . .       148,192.7          10.360               1,535,329

AETNA VARIABLE ENCORE FUND:
  Qualified I . . . . . . . . . . . . . . . . . . . .       241,159.0          36.723               8,856,130
  Qualified III . . . . . . . . . . . . . . . . . . .     3,679,802.2          36.271             133,469,145
  Qualified V . . . . . . . . . . . . . . . . . . . .        12,934.0          10.523                 136,102
  Qualified VI  . . . . . . . . . . . . . . . . . . .     7,673,528.3          10.528              80,784,765
  Qualified VII . . . . . . . . . . . . . . . . . . .        99,270.9          10.435               1,035,905
  Qualified VIII  . . . . . . . . . . . . . . . . . .           215.3          10.141                   2,184
  Qualified IX  . . . . . . . . . . . . . . . . . . .         3,366.5          10.341                  34,812
  Qualified X (1.15)  . . . . . . . . . . . . . . . .         9,735.5          10.541                 102,618
  Qualified X (1.25)  . . . . . . . . . . . . . . . .       334,746.2          10.528               3,524,115

AETNA INVESTMENT ADVISERS FUND, INC.:
  Qualified I . . . . . . . . . . . . . . . . . . . .       756,261.3          14.317              10,827,393
  Qualified III . . . . . . . . . . . . . . . . . . .    21,990,186.1          14.270             313,799,955
  Qualified V . . . . . . . . . . . . . . . . . . . .        11,773.4          10.900                 128,330
  Qualified VI  . . . . . . . . . . . . . . . . . . .    23,139,603.9          10.868             251,481,215
  Qualified VII . . . . . . . . . . . . . . . . . . .       144,586.5          10.434               1,508,616
  Qualified VIII  . . . . . . . . . . . . . . . . . .           120.8          10.091                   1,219
  Qualified IX  . . . . . . . . . . . . . . . . . . .         4,574.1          10.000                  45,741
  Qualified X (1.15)  . . . . . . . . . . . . . . . .        49,332.6          10.880                 536,739
  Qualified X (1.25)  . . . . . . . . . . . . . . . .       261,895.1          10.868               2,846,276
</TABLE>





See Notes to Financial Statements

                                       S-4

<PAGE>

<TABLE>
<CAPTION>

VARIABLE ANNUITY ACCOUNT C

STATEMENT OF ASSETS AND LIABILITIES - December 31, 1994 (continued)

                                                                            ACCUMULATION
                                                                                UNIT
                                                            UNITS               VALUE
                                                        -------------      --------------
<S>                                                     <C>                <C>                <C>
AETNA GET FUND, SERIES B:
  Qualified III . . . . . . . . . . . . . . . . . . .       113,700.1        $ 10.160         $     1,155,184
  Qualified VI  . . . . . . . . . . . . . . . . . . .     5,515,433.4          10.160              56,036,373
  Qualified X (1.25)  . . . . . . . . . . . . . . . .       356,447.4          10.160               3,621,478

ALGER AMERICAN FUND - ALGER AMERICAN SMALL
CAPITALIZATION PORTFOLIO:
  Qualified III . . . . . . . . . . . . . . . . . . .       665,518.0           9.513               6,331,073
  Qualified V . . . . . . . . . . . . . . . . . . . .         4,574.5           9.461                  43,282
  Qualified VI  . . . . . . . . . . . . . . . . . . .     6,339,406.7           9.437              59,827,174
  Qualified VIII  . . . . . . . . . . . . . . . . . .         1,056.6           9.889                  10,449
  Qualified X (1.15)  . . . . . . . . . . . . . . . .        22,051.9           9.450                 208,380
  Qualified X (1.25)  . . . . . . . . . . . . . . . .       208,784.3           9.437               1,970,370

CALVERT SOCIALLY RESPONSIBLE SERIES:
  Qualified III . . . . . . . . . . . . . . . . . . .       743,464.3          13.990              10,401,066
  Qualified V . . . . . . . . . . . . . . . . . . . .         8,469.2          10.839                  91,795
  Qualified VI  . . . . . . . . . . . . . . . . . . .       521,140.5          10.554               5,500,118
  Qualified VIII  . . . . . . . . . . . . . . . . . .         2,401.5           9.590                  23,031

FIDELITY INVESTMENTS VARIABLE INSURANCE PRODUCTS
FUND II - ASSET MANAGER PORTFOLIO:
  Qualified III . . . . . . . . . . . . . . . . . . .     1,254,504.2           9.447              11,851,301

FIDELITY INVESTMENTS VARIABLE INSURANCE PRODUCTS
FUND - EQUITY-INCOME PORTFOLIO:
  Qualified X (1.15)  . . . . . . . . . . . . . . . .        43,852.1          10.409                 456,470
  Qualified X (1.25)  . . . . . . . . . . . . . . . .       100,574.2          10.403               1,046,288

FIDELITY INVESTMENTS VARIABLE INSURANCE PRODUCTS
FUND - GROWTH PORTFOLIO:
  Qualified X (1.15)  . . . . . . . . . . . . . . . .        32,591.9          10.479                 341,515
  Qualified X (1.25)  . . . . . . . . . . . . . . . .       121,069.6          10.472               1,267,850

FIDELITY INVESTMENTS VARIABLE INSURANCE PRODUCTS
FUND - OVERSEAS PORTFOLIO:
  Qualified X (1.15)  . . . . . . . . . . . . . . . .         5,097.9           9.480                  48,326
  Qualified X (1.25)  . . . . . . . . . . . . . . . .        54,386.5           9.474                 515,243

FRANKLIN GOVERNMENT SECURITIES TRUST:
  Qualified III . . . . . . . . . . . . . . . . . . .       804,457.0          14.190              11,415,245
  Qualified V . . . . . . . . . . . . . . . . . . . .        10,738.2          10.294                 110,534
  Qualified VI  . . . . . . . . . . . . . . . . . . .       325,365.0          10.119               3,292,269
  Qualified VIII  . . . . . . . . . . . . . . . . . .         3,268.3           9.541                  31,183
</TABLE>





See Notes to Financial Statements

                                       S-5

<PAGE>

<TABLE>
<CAPTION>

VARIABLE ANNUITY ACCOUNT C

STATEMENT OF ASSETS AND LIABILITIES - December 31, 1994 (continued)

                                                                           ACCUMULATION
                                                                               UNIT
                                                             UNITS             VALUE
                                                          ------------     ------------
<S>                                                       <C>              <C>
JANUS ASPEN SERIES - AGGRESSIVE GROWTH PORTFOLIO:
  Qualified III                                              393,553.0       $ 12.169          $    4,789,146
  Qualified V . . . . . . . . . . . . . . . . . . . .            819.6         10.577                   8,669
  Qualified VI  . . . . . . . . . . . . . . . . . . .        753,862.0         10.581               7,976,560

JANUS ASPEN SERIES - FLEXIBLE INCOME PORTFOLIO:
  Qualified III . . . . . . . . . . . . . . . . . . .          1,554.8          9.911                  15,410
  Qualified VI  . . . . . . . . . . . . . . . . . . .         28,542.8          9.873                 281,795

LEXINGTON EMERGING MARKETS FUND, INC.:
  Qualified III . . . . . . . . . . . . . . . . . . .        144,749.8          8.772               1,269,745

LEXINGTON NATURAL RESOURCES TRUST:
  Qualified III . . . . . . . . . . . . . . . . . . .        533,015.5          9.412               5,016,742
  Qualified V . . . . . . . . . . . . . . . . . . . .          7,349.7         10.496                  77,142
  Qualified VI  . . . . . . . . . . . . . . . . . . .        703,676.0         10.154               7,145,126

NEUBERGER & BERMAN ADVISERS MANAGEMENT
TRUST - GROWTH PORTFOLIO:
  Qualified III . . . . . . . . . . . . . . . . . . .      2,107,524.7         13.398              28,236,616
  Qualified V . . . . . . . . . . . . . . . . . . . .         21,935.1         11.055                 242,485
  Qualified VI  . . . . . . . . . . . . . . . . . . .      1,865,104.0         11.026              20,565,351
  Qualified VIII  . . . . . . . . . . . . . . . . . .          3,664.8          9.482                  34,750

SCUDDER VARIABLE LIFE INVESTMENT FUND -
INTERNATIONAL PORTFOLIO:
  Qualified III . . . . . . . . . . . . . . . . . . .      4,240,411.7         13.227              56,087,925
  Qualified V . . . . . . . . . . . . . . . . . . . .         22,036.3         12.595                 277,545
  Qualified VI  . . . . . . . . . . . . . . . . . . .      6,558,945.9         12.687              83,214,974
  Qualified VIII  . . . . . . . . . . . . . . . . . .          7,124.8         10.692                  76,181
  Qualified X (1.15)  . . . . . . . . . . . . . . . .         23,840.2         12.701                 302,803
  Qualified X (1.25)  . . . . . . . . . . . . . . . .        187,169.4         12.687               2,374,664

TCI PORTFOLIOS, INC. - TCI GROWTH:
  Qualified III * . . . . . . . . . . . . . . . . . .      1,608,361.5         11.172              17,968,615
  Qualified III . . . . . . . . . . . . . . . . . . .     12,096,731.2         10.213             123,547,291
  Qualified V . . . . . . . . . . . . . . . . . . . .         15,078.2         11.740                 177,018
  Qualified VI  . . . . . . . . . . . . . . . . . . .     12,853,827.6         11.781             151,426,971
  Qualified VII . . . . . . . . . . . . . . . . . . .         14,330.4          9.911                 142,029
  Qualified VIII  . . . . . . . . . . . . . . . . . .          4,377.2          9.939                  43,505
  Qualified IX  . . . . . . . . . . . . . . . . . . .            957.4          9.693                   9,280
  Qualified X (1.15)  . . . . . . . . . . . . . . . .          4,486.4         11.794                  52,912
  Qualified X (1.25)  . . . . . . . . . . . . . . . .        139,234.6         11.781               1,640,280
Reserves for annuity contracts in payment period (Note 1)                                         107,867,941
                                                                                           ------------------
                                                                                               $4,862,311,791
                                                                                           ------------------
                                                                                           ------------------
</TABLE>

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





See Notes to Financial Statements

                                       S-6

<PAGE>

<TABLE>
<CAPTION>

VARIABLE ANNUITY ACCOUNT C

STATEMENT OF OPERATIONS - Year Ended December 31, 1994

INVESTMENT INCOME:
<S>                                                                            <C>             <C>
Dividends: (Notes 1 and 3)
  Aetna Variable Fund . . . . . . . . . . . . . . . . . . . . . . . . . . .                      $467,266,533
  Aetna Income Shares . . . . . . . . . . . . . . . . . . . . . . . . . . .                        23,593,571
  Aetna Variable Encore Fund  . . . . . . . . . . . . . . . . . . . . . . .                         8,637,154
  Aetna Investment Advisers Fund, Inc . . . . . . . . . . . . . . . . . . .                        24,584,458
  Aetna GET Fund, Series B  . . . . . . . . . . . . . . . . . . . . . . . .                         2,115,482
  Alger American Fund - Alger American Small Capitalization Portfolio . . .                         2,620,001
  Calvert Socially Responsible Series . . . . . . . . . . . . . . . . . . .                           497,655
  Fidelity Investments Variable Insurance Products Fund II - Asset
    Manager Portfolio . . . . . . . . . . . . . . . . . . . . . . . . . . .                             5,798
  Fidelity Investments Variable Insurance Products Fund - Equity-Income
    Portfolio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                            10,084
  Franklin Government Securities Trust  . . . . . . . . . . . . . . . . . .                           930,986
  Janus Aspen Series - Aggressive Growth Portfolio  . . . . . . . . . . . .                            92,229
  Janus Aspen Series - Flexible Income Portfolio  . . . . . . . . . . . . .                             8,975
  Lexington Emerging Markets Fund, Inc. . . . . . . . . . . . . . . . . . .                            26,666
  Lexington Natural Resources Trust . . . . . . . . . . . . . . . . . . . .                            45,284
  Neuberger & Berman Advisers Management Trust- Growth Portfolio  . . . . .                         4,614,980
  Scudder Variable Life Investment Fund -  International Portfolio  . . . .                           441,642
  TCI Portfolios, Inc. - TCI Growth . . . . . . . . . . . . . . . . . . . .                            25,820
                                                                                               ---------------
    Total investment income . . . . . . . . . . . . . . . . . . . . . . . .                       535,517,318
Valuation period deductions (Note 2)  . . . . . . . . . . . . . . . . . . .                       (59,320,898)
                                                                                               ---------------
Net investment income . . . . . . . . . . . . . . . . . . . . . . . . . . .                       476,196,420
                                                                                               ---------------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain on sales of investments: (Notes 1 and 4)
  Proceeds from sales . . . . . . . . . . . . . . . . . . . . . . . . . . .      $293,968,699
  Cost of investments sold  . . . . . . . . . . . . . . . . . . . . . . . .       229,897,138
                                                                               --------------
    Net realized gain . . . . . . . . . . . . . . . . . . . . . . . . . . .                        64,071,561
Net unrealized gain (loss) on investments:
  Beginning of period . . . . . . . . . . . . . . . . . . . . . . . . . . .       719,363,247
  End of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        73,479,233
                                                                               --------------
    Net unrealized loss . . . . . . . . . . . . . . . . . . . . . . . . . .                      (645,884,014)
                                                                                               ---------------
Net realized and unrealized loss on investments . . . . . . . . . . . . . .                      (581,812,453)
                                                                                               ---------------
Net decrease in net assets resulting from operations  . . . . . . . . . . .                     $(105,616,033)
                                                                                               ---------------
                                                                                               ---------------
</TABLE>





See Notes to Financial Statements

                                       S-7

<PAGE>

<TABLE>
<CAPTION>

VARIABLE ANNUITY ACCOUNT C

STATEMENTS OF CHANGES IN NET ASSETS


                                                                                  YEAR ENDED             YEAR ENDED
                                                                               DECEMBER 31, 1994      DECEMBER 31, 1993
                                                                              ------------------     ------------------
<S>                                                                           <C>                    <C>
FROM OPERATIONS:
Net investment income . . . . . . . . . . . . . . . . . . . . . . . . .        $    476,196,420       $    232,176,564
Net realized and unrealized gain (loss) on investments  . . . . . . . .            (581,812,453)            21,509,547
                                                                              ------------------     ------------------
  Net increase (decrease) in net assets resulting from operations . . .            (105,616,033)           253,686,111
                                                                              ------------------     ------------------
FROM UNIT TRANSACTIONS:
Variable annuity contract purchase payments . . . . . . . . . . . . . .             711,565,372            649,666,815
Sales and administrative charges deducted by the Company  . . . . . . .                (137,737)              (165,303)
                                                                              ------------------     ------------------
  Net variable annuity contract purchase payments . . . . . . . . . . .             711,427,635            649,501,512
Transfers from the Company for mortality guarantee adjustments. . . . .               1,880,350              1,413,366
Transfers to the Company's fixed account options  . . . . . . . . . . .             (56,920,532)           (17,366,092)
Transfers to other variable annuity accounts  . . . . . . . . . . . . .             (23,284,415)                     0
Redemptions by contract holders . . . . . . . . . . . . . . . . . . . .            (269,542,942)          (210,939,684)
Annuity payments  . . . . . . . . . . . . . . . . . . . . . . . . . . .             (11,189,149)            (8,655,687)
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               1,452,959              1,717,888
                                                                              ------------------     ------------------
  Net increase in net assets from unit transactions . . . . . . . . . .             353,823,906            415,671,303
                                                                              ------------------     ------------------
Change in net assets  . . . . . . . . . . . . . . . . . . . . . . . . .             248,207,873            669,357,414

NET ASSETS:
Beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . .           4,614,103,918          3,944,746,504
                                                                              ------------------     ------------------
End of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        $  4,862,311,791       $  4,614,103,918
                                                                              ------------------     ------------------
                                                                              ------------------     ------------------
</TABLE>





See Notes to Financial Statements

                                       S-8

<PAGE>

VARIABLE ANNUITY ACCOUNT C

NOTES TO FINANCIAL STATEMENTS

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

a. VALUATION OF INVESTMENTS

Investments in the following Funds are stated at the closing net asset value per
share as determined by the each Fund on December 31, 1994:

<TABLE>
<S>                                                     <C>
     Aetna Variable Fund                                Fidelity Investments Variable Insurance
     Aetna Income Shares                                  Products Fund-Overseas Portfolio
     Aetna Variable Encore Fund                         Franklin Government Securities Trust
     Aetna Investment Advisers Fund, Inc.               Janus Aspen Series-Aggressive Growth
     Aetna GET Fund, Series B                             Portfolio
     Alger American Fund-Alger American Small           Janus Aspen Series-Flexible Income Portfolio
       Capitalization Portfolio                         Lexington Emerging Markets Fund, Inc.
     Calvert Socially Responsible Series                Lexington Natural Resources Trust
     Fidelity Investments Variable Insurance            Neuberger & Berman Advisers Management
       Products Fund II-Asset Manager Portfolio           Trust-Growth Portfolio
     Fidelity Investments Variable Insurance            Scudder Variable Life Investment Fund-
       Products Fund-Equity-Income Portfolio              International Portfolio
     Fidelity Investments Variable Insurance            TCI Portfolios, Inc.-TCI Growth
       Products Fund-Growth Portfolio
</TABLE>

b.  OTHER

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

c.   FEDERAL INCOME TAXES

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

d.   ANNUITY RESERVES

Annuity reserves are computed for currently payable contracts according to the
Progressive Annuity, Individual Annuity Mortality, and Group Annuity Mortality
tables using various assumed interest rates not to exceed seven percent.

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

2.   VALUATION PERIOD DEDUCTIONS

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


                                       S-9

<PAGE>

VARIABLE ANNUITY ACCOUNT C

NOTES TO FINANCIAL STATEMENTS (continued)

3.   DIVIDEND INCOME

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

Dividends were received from the following Funds:

<TABLE>
<CAPTION>
                                                      DATE OF DIVIDEND                    SOURCE OF
                   FUND                                 REINVESTMENT                      DIVIDENDS
                   ----                                 ------------                      ---------
<S>                                                <C>                           <C>
Aetna Variable Fund                                July 20, 1994                 Net investment income and net
                                                   December 30, 1994                  realized gains
- ----------------------------------------------------------------------------------------------------------------
Aetna Income Shares                                July 20, 1994                 Net investment income
                                                   December 30, 1994
- ----------------------------------------------------------------------------------------------------------------
Aetna Variable Encore Fund                         July 20, 1994                 Net investment income
                                                   December 30, 1994
- ----------------------------------------------------------------------------------------------------------------
Aetna Investment Advisers Fund, Inc.               July 20, 1994                 Net investment income and
                                                   December 30, 1994                  realized gains
- ----------------------------------------------------------------------------------------------------------------
Aetna GET Fund, Series B                           December 30, 1994             Net investment income and net
                                                                                      realized gains
- ----------------------------------------------------------------------------------------------------------------
Alger American Fund-Alger American Small           May 9, 1994                   Net realized gains
    Capitalization Portfolio
- ----------------------------------------------------------------------------------------------------------------
Calvert Socially Responsible Series                December 30, 1994             Net investment income
- ----------------------------------------------------------------------------------------------------------------
Fidelity Investments Variable Insurance Products   September 2, 1994             Net investment income
    Fund II-Asset Manager Portfolio
- ----------------------------------------------------------------------------------------------------------------
Fidelity Investments Variable Insurance Products   June 7, 1994                  Net investment income
    Fund-Equity-Income Portfolio                   September 19, 1994
                                                   December 16, 1994
- ----------------------------------------------------------------------------------------------------------------
Franklin Government Securities Trust               June 13, 1994                 Net investment income
- ----------------------------------------------------------------------------------------------------------------
Janus Aspen Series-Aggressive Growth Portfolio     June 29, 1994                 Net investment income
                                                   December 29, 1994
- ----------------------------------------------------------------------------------------------------------------
Janus Aspen Series-Flexible Income Portfolio       December 29, 1994             Net investment income
- ----------------------------------------------------------------------------------------------------------------
Lexington Emerging Markets Fund, Inc.              December 29, 1994             Net investment income and net
                                                                                      realized gains
- ----------------------------------------------------------------------------------------------------------------
Lexington Natural Resources Trust                  December 29, 1994             Net investment income
- ----------------------------------------------------------------------------------------------------------------
Neuberger & Berman Advisers Management             February 11, 1994             Net investment income and net
    Trust-Growth Portfolio                                                            realized gains
- ----------------------------------------------------------------------------------------------------------------
Scudder Variable Life Investment Fund-             February 24, 1994             Net investment income
    International Portfolio
- ----------------------------------------------------------------------------------------------------------------
TCI Portfolios, Inc.-TCI Growth                    April 11, 1994                Net investment income
</TABLE>

4.   PURCHASES AND SALES OF INVESTMENTS

The cost of purchases and proceeds from sales of investments other than
short-term investments for the year ended December 31, 1994 aggregated
$688,544,469 and $293,968,699, respectively.


                                      S-10

<PAGE>

                           VARIABLE ANNUITY ACCOUNT C

STATEMENT OF ASSETS AND LIABILITIES -         September 30, 1995 (Unaudited)

<TABLE>
<CAPTION>

<S>                                                                                                              <C>
ASSETS:
Investments, at net asset value: (Note 1)
  Aetna Variable Fund; 118,502,415 shares at $31.80 per share (cost $3,089,755,716). . . . . . . . . . . . . .      $3,768,234,583
  Aetna Income Shares; 28,775,095 shares at $12.99 per share (cost $369,330,464) . . . . . . . . . . . . . . .         373,699,166
  Aetna Variable Encore Fund; 17,945,337 shares at $13.12 per share (cost $227,874,405 . . . . . . . . . . . .         235,381,472
  Aetna Investment Advisers Fund, Inc.; 48,745,953 shares at $14.19 per share (cost $574,062,330). . . . . . .         691,541,722
  Aetna GET Fund, Series B; 5,928,853 shares at $12.02 per share (cost $59,803,624). . . . . . . . . . . . . .          71,277,277
  Aetna Ascent Variable Portfolio; 238,754 shares at $10.60 per share (cost $2,504,429). . . . . . . . . . . .           2,531,108
  Aetna Crossroads Variable Portfolio; 100,112 shares at $10.53 per share (cost $1,046,035). . . . . . . . . .           1,054,345
  Aetna Legacy Variable Portfolio; 70,948 shares at $10.45 per share (cost $731,834) . . . . . . . . . . . . .             741,469
  Alger American Fund - Alger American Growth Portfolio; 452,180 shares at $32.73
    per share (cost $14,301,443) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          14,799,857
  Alger American Fund - Alger American Small Capitalization Portfolio; 5,024,451 shares at $42.83
    per share (cost $158,598,905). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         215,197,251
  Calvert Responsibly Invested Balanced Portfolio; 13,979,939 shares at $1.80 per share
    (cost $21,306,685) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          25,219,809
  Fidelity Investments Variable Insurance Products Fund - Equity-Income
    Portfolio; 1,097,768 shares at $18.25 per share (cost $18,898,091) . . . . . . . . . . . . . . . . . . . .          20,034,267
  Fidelity Investments Variable Insurance Products Fund - Growth
    Portfolio; 447,275 shares at $30.47 per share (cost $12,199,717) . . . . . . . . . . . . . . . . . . . . .          13,628,474
  Fidelity Investments Variable Insurance Products Fund - Overseas
    Portfolio; 156,891 shares at $16.70 per share (cost $2,528,669). . . . . . . . . . . . . . . . . . . . . .           2,620,085
  Fidelity Investments Variable Insurance Products Fund  II - Asset Manager
    Portfolio; 904,939 shares at $15.21 per share (cost $12,704,159) . . . . . . . . . . . . . . . . . . . . .          13,764,129
  Fidelity Investments Variable Insurance Products Fund II - Contrafund
    Portfolio; 1,008,549 shares at $13.94 per share (cost $13,619,490) . . . . . . . . . . . . . . . . . . . .          14,059,169
  Fidelity Investments Variable Insurance Products Fund II - Index 500
    Portfolio; 27,285 shares at $71.94 per share (cost $1,865,235) . . . . . . . . . . . . . . . . . . . . . .           1,950,592
  Franklin Government Securities Trust; 1,494,759 shares at $12.91 per share
    (cost $19,146,119) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          19,297,336
  Janus Aspen Series - Aggressive Growth Portfolio; 4,153,295 shares at $16.29 per share (cost $58,489,439). .          67,657,182
  Janus Aspen Series - Balanced Portfolio; 53,135 shares at $12.33 per share (cost $647,075) . . . . . . . . .             655,159
  Janus Aspen Series - Flexible Income Portfolio; 228,108 shares at $10.83 per share (cost $2,353,008) . . . .           2,470,408
  Janus Aspen Series - Growth Portfolio; 165,639 shares at $13.06 per share (cost $2,099,949). . . . . . . . .           2,163,248
  Janus Aspen Series - Short-Term Bond Portfolio; 34,680 shares at $9.98 per share (cost $344,023) . . . . . .             346,110
  Janus Aspen Series - Worldwide Growth Portfolio; 391,050 shares at $14.58 per share (cost $5,568,986). . . .           5,701,513
  Lexington Emerging Markets Fund; 242,736 shares at $9.77 per share (cost $2,343,515) . . . . . . . . . . . .           2,371,531
  Lexington Natural Resources Trust; 1,222,713 shares at $10.96 per share (cost $12,465,404) . . . . . . . . .          13,400,931
  Neuberger & Berman Advisers Management Trust- Growth Portfolio; 3,259,537 shares
    at $26.85 per share (cost $72,082,715) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          87,518,568
  Scudder Variable Life Investment Fund - International Portfolio; 13,908,676
    shares at $11.82 per share (cost $150,510,269) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         164,400,545
  TCI Portfolios, Inc. - TCI Growth; 34,369,831 shares at $12.53 per share (cost $318,020,841) . . . . . . . .         430,653,981
                                                                                                                 -----------------
NET ASSETS       . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      $6,262,371,287
                                                                                                                 -----------------
                                                                                                                 -----------------
</TABLE>



See Notes to Financial Statements.

<PAGE>

                           VARIABLE ANNUITY ACCOUNT C

STATEMENT OF ASSETS AND LIABILITIES -         September 30, 1995 (continued)
NET ASSETS REPRESENTED BY:
<TABLE>
<CAPTION>

                                                                                              ACCUMULATION
                                                                                                  UNIT
                                                                               UNITS              VALUE
                                                                           -------------      ------------
<S>                                                                      <C>                   <C>                <C>
RESERVES FOR ANNUITY CONTRACTS IN ACCUMULATION PERIOD:
AETNA VARIABLE FUND:
  Qualified I. . . . . . . . . . . . . . . . . . . . . . . . . .             765,610.5         $172.988 . . .      $132,441,495
  Qualified III. . . . . . . . . . . . . . . . . . . . . . . . .           7,850,232.3          131.874 . . .     1,035,239,441
  Qualified IV . . . . . . . . . . . . . . . . . . . . . . . . .                 269.0           80.000 . . .            21,506
  Qualified V. . . . . . . . . . . . . . . . . . . . . . . . . .             105,673.4           13.505 . . .         1,427,076
  Qualified VI . . . . . . . . . . . . . . . . . . . . . . . . .         174,190,933.3           13.465 . . .     2,345,532,826
  Qualified VII. . . . . . . . . . . . . . . . . . . . . . . . .           7,324,587.3           12.669 . . .        92,796,053
  Qualified VIII . . . . . . . . . . . . . . . . . . . . . . . .              18,983.0           12.506 . . .           237,403
  Qualified IX . . . . . . . . . . . . . . . . . . . . . . . . .              21,812.2           12.365 . . .           269,707
  Qualified X (1.15) . . . . . . . . . . . . . . . . . . . . . .             278,257.1           13.491 . . .         3,754,047
  Qualified X (1.25) . . . . . . . . . . . . . . . . . . . . . .           1,877,681.1           13.465 . . .        25,283,536
AETNA INCOME SHARES:
  Qualified I. . . . . . . . . . . . . . . . . . . . . . . . . .             109,973.5           45.597 . . .         5,014,488
  Qualified III. . . . . . . . . . . . . . . . . . . . . . . . .           2,926,908.7           45.131 . . .       132,094,328
  Qualified V. . . . . . . . . . . . . . . . . . . . . . . . . .              19,250.6           11.822 . . .           227,574
  Qualified VI . . . . . . . . . . . . . . . . . . . . . . . . .          19,444,515.6           11.639 . . .       226,313,667
  Qualified VII. . . . . . . . . . . . . . . . . . . . . . . . .             132,721.4           10.750 . . .         1,426,758
  Qualified VIII . . . . . . . . . . . . . . . . . . . . . . . .                 955.4           10.720 . . .            10,241
  Qualified IX . . . . . . . . . . . . . . . . . . . . . . . . .               3,583.2           10.771 . . .            38,594
  Qualified X (1.15) . . . . . . . . . . . . . . . . . . . . . .              40,452.3           11.661 . . .           471,731
  Qualified X (1.25) . . . . . . . . . . . . . . . . . . . . . .             272,470.0           11.639 . . .         3,171,263
AETNA VARIABLE ENCORE FUND:
  Qualified I. . . . . . . . . . . . . . . . . . . . . . . . . .             206,594.5           38.046 . . .         7,860,002
  Qualified III. . . . . . . . . . . . . . . . . . . . . . . . .           2,283,359.3           37.560 . . .        85,762,680
  Qualified V. . . . . . . . . . . . . . . . . . . . . . . . . .              18,783.4           10.884 . . .           204,434
  Qualified VI . . . . . . . . . . . . . . . . . . . . . . . . .          12,175,091.8           10.902 . . .       132,731,622
  Qualified VII. . . . . . . . . . . . . . . . . . . . . . . . .             242,930.3           10.811 . . .         2,626,291
  Qualified VIII . . . . . . . . . . . . . . . . . . . . . . . .                 647.5           10.501 . . .             6,799
  Qualified IX . . . . . . . . . . . . . . . . . . . . . . . . .               2,611.2           10.728 . . .            28,013
  Qualified X (1.15) . . . . . . . . . . . . . . . . . . . . . .             138,401.3           10.923 . . .         1,511,812
  Qualified X (1.25) . . . . . . . . . . . . . . . . . . . . . .             426,514.6           10.902 . . .         4,649,819
AETNA INVESTMENT ADVISERS FUND, INC.:
  Qualified I. . . . . . . . . . . . . . . . . . . . . . . . . .             468,579.8           17.244 . . .         8,080,283
  Qualified III. . . . . . . . . . . . . . . . . . . . . . . . .          11,330,685.7           17.180 . . .       194,656,467
  Qualified V. . . . . . . . . . . . . . . . . . . . . . . . . .              16,912.6           13.107 . . .           221,681
  Qualified VI . . . . . . . . . . . . . . . . . . . . . . . . .          35,481,696.3           13.084 . . .       464,227,151
  Qualified VII. . . . . . . . . . . . . . . . . . . . . . . . .             272,180.7           12.567 . . .         3,420,405
  Qualified VIII . . . . . . . . . . . . . . . . . . . . . . . .                 548.1           12.148 . . .             6,658
  Qualified IX . . . . . . . . . . . . . . . . . . . . . . . . .               3,964.1           12.062 . . .            47,813
  Qualified X (1.15) . . . . . . . . . . . . . . . . . . . . . .             115,972.2           13.109 . . .         1,520,247
  Qualified X (1.25) . . . . . . . . . . . . . . . . . . . . . .             769,531.2           13.084 . . .        10,068,214
AETNA GET FUND, SERIES B:
  Qualified III. . . . . . . . . . . . . . . . . . . . . . . . .              73,830.8           12.334 . . .           910,655
  Qualified VI . . . . . . . . . . . . . . . . . . . . . . . . .           5,352,570.6           12.334 . . .        66,020,500
  Qualified X (1.25) . . . . . . . . . . . . . . . . . . . . . .             352,359.1           12.334 . . .         4,346,122
AETNA ASCENT VARIABLE PORTFOLIO:
  Qualified VI . . . . . . . . . . . . . . . . . . . . . . . . .             207,121.3           10.276 . . .         2,128,380
  Qualified X (1.15) . . . . . . . . . . . . . . . . . . . . . .              15,054.8           10.571 . . .           159,137
  Qualified X (1.25) . . . . . . . . . . . . . . . . . . . . . .              23,050.1           10.568 . . .           243,591
AETNA CROSSROADS VARIABLE PORTFOLIO:
  Qualified VI . . . . . . . . . . . . . . . . . . . . . . . . .              82,288.3           10.257 . . .           844,001
  Qualified X (1.25) . . . . . . . . . . . . . . . . . . . . . .              20,034.7           10.499 . . .           210,344
AETNA LEGACY VARIABLE PORTFOLIO:
  Qualified VI . . . . . . . . . . . . . . . . . . . . . . . . .              49,816.2           10.244 . . .           510,322
  Qualified X (1.15) . . . . . . . . . . . . . . . . . . . . . .              14,669.0           10.291 . . .           150,957

<PAGE>

  Qualified X (1.25) . . . . . . . . . . . . . . . . . . . . . .               7,794.0           10.289 . . .            80,190
ALGER AMERICAN FUND - ALGER AMERICAN GROWTH PORTFOLIO:
  Qualified III. . . . . . . . . . . . . . . . . . . . . . . . .             300,668.3           12.329               3,706,940
  Qualified V. . . . . . . . . . . . . . . . . . . . . . . . . .               2,604.6           10.926                  28,458
  Qualified VI . . . . . . . . . . . . . . . . . . . . . . . . .             900,374.2           10.703               9,636,266
  Qualified X (1.15) . . . . . . . . . . . . . . . . . . . . . .              12,282.5           11.993                 147,301
  Qualified X (1.25) . . . . . . . . . . . . . . . . . . . . . .             106,837.1           11.989               1,280,892
ALGER AMERICAN FUND - ALGER AMERICAN SMALL
CAPITALIZATION PORTFOLIO:
  Qualified III. . . . . . . . . . . . . . . . . . . . . . . . .           1,504,931.4           14.758 . . .        22,209,777
  Qualified V. . . . . . . . . . . . . . . . . . . . . . . . . .              22,310.0           14.683 . . .           327,577
  Qualified VI . . . . . . . . . . . . . . . . . . . . . . . . .          12,224,797.0           14.663 . . .       179,252,358
  Qualified VIII . . . . . . . . . . . . . . . . . . . . . . . .               2,642.4           15.364 . . .            40,598
  Qualified X (1.15) . . . . . . . . . . . . . . . . . . . . . .              93,490.2           14.693 . . .         1,373,642
  Qualified X (1.25) . . . . . . . . . . . . . . . . . . . . . .             817,928.7           14.663 . . .        11,993,299
CALVERT RESPONSIBLY INVESTED BALANCED PORTFOLIO:
  Qualified III. . . . . . . . . . . . . . . . . . . . . . . . .             843,014.2           17.340 . . .        14,617,867
  Qualified V. . . . . . . . . . . . . . . . . . . . . . . . . .              13,286.2           13.427 . . .           178,391
  Qualified VI . . . . . . . . . . . . . . . . . . . . . . . . .             792,704.8           13.090 . . .        10,376,353
  Qualified VIII . . . . . . . . . . . . . . . . . . . . . . . .               3,968.3           11.894 . . .            47,198
FIDELITY INVESTMENTS VARIABLE INSURANCE PRODUCTS FUND -
EQUITY-INCOME PORTFOLIO:
  Qualified III. . . . . . . . . . . . . . . . . . . . . . . . .             332,546.4           10.978               3,650,694
  Qualified V. . . . . . . . . . . . . . . . . . . . . . . . . .                  11.7           10.444 . . .               122
  Qualified VI . . . . . . . . . . . . . . . . . . . . . . . . .             693,545.6           10.482 . . .         7,269,974
  Qualified X (1.15) . . . . . . . . . . . . . . . . . . . . . .             124,016.9           13.135 . . .         1,628,943
  Qualified X (1.25) . . . . . . . . . . . . . . . . . . . . . .             570,587.0           13.117 . . .         7,484,534
FIDELITY INVESTMENTS VARIABLE INSURANCE PRODUCTS FUND -
GROWTH PORTFOLIO:
  Qualified III. . . . . . . . . . . . . . . . . . . . . . . . .               2,213.2           10.675                  23,626
  Qualified V. . . . . . . . . . . . . . . . . . . . . . . . . .                 835.2           10.664 . . .             8,906
  Qualified VI . . . . . . . . . . . . . . . . . . . . . . . . .             594,816.4           10.537 . . .         6,267,336
  Qualified X (1.15) . . . . . . . . . . . . . . . . . . . . . .              40,606.9           10.675 . . .           595,888
  Qualified X (1.25) . . . . . . . . . . . . . . . . . . . . . .             459,426.5           10.655 . . .         6,732,718
FIDELITY INVESTMENTS VARIABLE INSURANCE PRODUCTS FUND -
INDEX 500 PORTFOLIO:
  Qualified III. . . . . . . . . . . . . . . . . . . . . . . . .             175,397.2           11.121 . . .         1,950,592
FIDELITY INVESTMENTS VARIABLE INSURANCE PRODUCTS FUND -
OVERSEAS PORTFOLIO:
  Qualified III. . . . . . . . . . . . . . . . . . . . . . . . .                  70.2           10.019                     703
  Qualified VI . . . . . . . . . . . . . . . . . . . . . . . . .             101,761.6            9.787 . . .           995,916
  Qualified X (1.15) . . . . . . . . . . . . . . . . . . . . . .                 874.2           10.096 . . .             8,826
  Qualified X (1.25) . . . . . . . . . . . . . . . . . . . . . .             160,142.6           10.083 . . .         1,614,640
FIDELITY INVESTMENTS VARIABLE INSURANCE PRODUCTS FUND II -
ASSET MANAGER PORTFOLIO:
  Qualified III. . . . . . . . . . . . . . . . . . . . . . . . .           1,305,399.2           10.544 . . .        13,764,129
FIDELITY INVESTMENTS VARIABLE INSURANCE PRODUCTS FUND II -
CONTRAFUND PORTFOLIO:
  Qualified III. . . . . . . . . . . . . . . . . . . . . . . . .             331,883.3           11.770               3,906,266
  Qualified V. . . . . . . . . . . . . . . . . . . . . . . . . .               2,472.5           10.481 . . .            25,916
  Qualified VI . . . . . . . . . . . . . . . . . . . . . . . . .             886,810.8           10.413 . . .         9,234,447
  Qualified X (1.15) . . . . . . . . . . . . . . . . . . . . . .               2,484.9           11.704 . . .            29,083
  Qualified X (1.25) . . . . . . . . . . . . . . . . . . . . . .              73,802.0           11.700 . . .           863,457
FRANKLIN GOVERNMENT SECURITIES TRUST:
  QUALIFIED III. . . . . . . . . . . . . . . . . . . . . . . . .             806,356.7           15.989 . . .        12,892,838
  Qualified V. . . . . . . . . . . . . . . . . . . . . . . . . .              14,730.6           11.593 . . .           170,777
  Qualified VI . . . . . . . . . . . . . . . . . . . . . . . . .             541,591.0           11.410 . . .         6,179,550
  Qualified VIII . . . . . . . . . . . . . . . . . . . . . . . .               5,035.5           10.758 . . .            54,171
JANUS ASPEN SERIES - AGGRESSIVE GROWTH PORTFOLIO:
  Qualified III. . . . . . . . . . . . . . . . . . . . . . . . .           1,119,506.3           14.567 . . .        16,307,849
  Qualified V. . . . . . . . . . . . . . . . . . . . . . . . . .              10,435.6           12.650 . . .           132,013
  Qualified VI . . . . . . . . . . . . . . . . . . . . . . . . .           3,940,231.1           12.670 . . .        49,923,004
  Qualified VIII . . . . . . . . . . . . . . . . . . . . . . . .                 597.3           12.669 . . .             7,567

<PAGE>

  Qualified X (1.15) . . . . . . . . . . . . . . . . . . . . . .              24,531.4           12.236 . . .           300,171
  Qualified X (1.25) . . . . . . . . . . . . . . . . . . . . . .              80,660.9           12.231 . . .           986,578
JANUS ASPEN SERIES - BALANCED PORTFOLIO:
  Qualified III. . . . . . . . . . . . . . . . . . . . . . . . .                  58.1           10.224 . . .               594
  Qualified V. . . . . . . . . . . . . . . . . . . . . . . . . .                  18.2           10.218 . . .               186
  Qualified VI . . . . . . . . . . . . . . . . . . . . . . . . .              30,143.4           10.221 . . .           308,082
  Qualified X (1.15) . . . . . . . . . . . . . . . . . . . . . .              23,268.1           10.605 . . .           246,760
  Qualified X (1.25) . . . . . . . . . . . . . . . . . . . . . .               9,382.9           10.608 . . .            99,537
JANUS ASPEN SERIES - FLEXIBLE INCOME PORTFOLIO:
  Qualified III. . . . . . . . . . . . . . . . . . . . . . . . .               3,893.6           11.543 . . .            44,944
  Qualified V. . . . . . . . . . . . . . . . . . . . . . . . . .                 267.2           11.480 . . .             3,067
  Qualified VI . . . . . . . . . . . . . . . . . . . . . . . . .             210,680.8           11.498 . . .         2,422,397
JANUS ASPEN SERIES - GROWTH PORTFOLIO:
  Qualified III. . . . . . . . . . . . . . . . . . . . . . . . .              64,645.2           11.374 . . .           735,274
  Qualified VI . . . . . . . . . . . . . . . . . . . . . . . . .              93,870.9           10.394 . . .           975,663
  Qualified X (1.15) . . . . . . . . . . . . . . . . . . . . . .               3,032.2           11.120 . . .            33,717
  Qualified X (1.25) . . . . . . . . . . . . . . . . . . . . . .              37,656.9           11.116 . . .           418,594
JANUS ASPEN SERIES - SHORT-TERM BOND PORTFOLIO:
  Qualified III. . . . . . . . . . . . . . . . . . . . . . . . .              15,096.1           10.170                 153,527
  Qualified VI . . . . . . . . . . . . . . . . . . . . . . . . .              17,444.0           10.102 . . .           176,213
  Qualified X (1.25) . . . . . . . . . . . . . . . . . . . . . .               1,626.4           10.065 . . .            16,370
JANUS ASPEN SERIES - WORLDWIDE GROWTH PORTFOLIO:
  Qualified III. . . . . . . . . . . . . . . . . . . . . . . . .             169,737.8           11.577               1,965,054
  Qualified V. . . . . . . . . . . . . . . . . . . . . . . . . .               5,295.6           10.433 . . .            55,247
  Qualified VI . . . . . . . . . . . . . . . . . . . . . . . . .             330,040.7           10.356 . . .         3,417,996
  Qualified X (1.25) . . . . . . . . . . . . . . . . . . . . . .              22,629.4           11.632 . . .           263,216
LEXINGTON EMERGING MARKETS FUND:
  Qualified III. . . . . . . . . . . . . . . . . . . . . . . . .             275,407.2            8.611 . . .         2,371,531
LEXINGTON NATURAL RESOURCES TRUST:
  Qualified III. . . . . . . . . . . . . . . . . . . . . . . . .             520,924.4           10.524 . . .         5,482,208
  Qualified V. . . . . . . . . . . . . . . . . . . . . . . . . .               7,487.1           10.496 . . .            87,771
  Qualified VI . . . . . . . . . . . . . . . . . . . . . . . . .             771,218.4           10.154 . . .         7,830,952
NEUBERGER & BERMAN ADVISERS
MANAGEMENT TRUST- GROWTH PORTFOLIO:
  Qualified III. . . . . . . . . . . . . . . . . . . . . . . . .           2,343,819.7           18.146 . . .        42,530,953
  Qualified V. . . . . . . . . . . . . . . . . . . . . . . . . .              31,846.9           14.961 . . .           476,467
  Qualified VI . . . . . . . . . . . . . . . . . . . . . . . . .           2,974,549.1           14.941 . . .        44,441,840
  Qualified VIII . . . . . . . . . . . . . . . . . . . . . . . .               5,395.0           12.847 . . .            69,308
SCUDDER VARIABLE LIFE INVESTMENT FUND-
INTERNATIONAL PORTFOLIO:
  Qualified III. . . . . . . . . . . . . . . . . . . . . . . . .           3,913,397.5           14.551 . . .        56,943,847
  Qualified V. . . . . . . . . . . . . . . . . . . . . . . . . .              34,201.1           13.848 . . .           473,616
  Qualified VI . . . . . . . . . . . . . . . . . . . . . . . . .           7,228,036.2           13.966 . . .       100,947,750
  Qualified VIII . . . . . . . . . . . . . . . . . . . . . . . .              11,114.7           11.769 . . .           130,812
  Qualified X (1.15) . . . . . . . . . . . . . . . . . . . . . .              29,876.7           13.992 . . .           418,039
  Qualified X (1.25) . . . . . . . . . . . . . . . . . . . . . .             392,841.7           13.966 . . .         5,486,481
TCI PORTFOLIOS, INC. - TCI GROWTH:
  Qualified III *. . . . . . . . . . . . . . . . . . . . . . . .           5,588,787.5           13.782 . . .        77,023,820
  Qualified III. . . . . . . . . . . . . . . . . . . . . . . . .           1,844,058.5           15.063 . . .        27,777,053
  Qualified V. . . . . . . . . . . . . . . . . . . . . . . . . .              21,142.9           15.823 . . .           334,547
  Qualified VI . . . . . . . . . . . . . . . . . . . . . . . . .          20,016,041.2           15.897 . . .       318,193,424
  Qualified VII. . . . . . . . . . . . . . . . . . . . . . . . .              44,877.1           13.380 . . .           600,465
  Qualified VIII . . . . . . . . . . . . . . . . . . . . . . . .               7,270.0           13.411 . . .            97,500
  Qualified IX . . . . . . . . . . . . . . . . . . . . . . . . .               1,275.3           13.104 . . .            16,711
  Qualified X (1.15) . . . . . . . . . . . . . . . . . . . . . .              39,615.9           15.927 . . .           630,951
  Qualified X (1.25) . . . . . . . . . . . . . . . . . . . . . .             376,142.6           15.897 . . .         5,979,510
Reserves for annuity contracts in payment period (Note 1). . . . . . . . . . . . . . . . . . . . . . . . . .        145,454,818
                                                                                                                 --------------
                                                                                                                 $6,262,371,287
                                                                                                                 --------------
                                                                                                                 --------------
</TABLE>

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

<PAGE>


                           VARIABLE ANNUITY ACCOUNT C


STATEMENT OF OPERATIONS -NINE-MONTH PERIOD ENDED SEPTEMBER 30, 1995 (Unaudited)

<TABLE>
<CAPTION>
<S>                                                                                  <C>                     <C>
INVESTMENT INCOME:
Dividends: (Notes 1 and 3)
  Aetna Variable Fund..........................................................                                $139,928,530
  Aetna Income Shares..........................................................                                   8,498,996
  Aetna Investment Advisers Fund, Inc..........................................                                  29,305,516
  Aetna GET Fund, Series B.....................................................                                     889,913
  Fidelity Investments Variable Insurance Products Fund - Equity-Income
    Portfolio..................................................................                                     237,430
  Fidelity Investments Variable Insurance Products Fund - Growth
    Portfolio..................................................................                                      10,256
  Fidelity Investments Variable Insurance Products Fund - Overseas
    Portfolio..................................................................                                       5,145
  Fidelity Investments Variable Insurance Products Fund II - Asset
    Manager Portfolio..........................................................                                     259,914
  Franklin Government Securities Trust.........................................                                   1,061,449
  Janus Aspen Series - Aggressive Growth Portfolio.............................                                     477,323
  Janus Aspen Series - Balanced Portfolio......................................                                         316
  Janus Aspen Series - Flexible Income Portfolio...............................                                      51,578
  Janus Aspen Series - Growth Portfolio........................................                                       1,184
  Janus Aspen Series - Short-Term Bond Portfolio...............................                                       1,104
  Janus Aspen Series - Worldwide Growth Portfolio..............................                                         347
  Neuberger & Berman Advisers Management Trust - Growth Portfolio..............                                   1,779,523
  Scudder Variable Life Investment Fund - International Portfolio..............                                     670,719
  TCI Portfolios, Inc. - TCI Growth............................................                                     339,221
                                                                                                          -----------------
    Total investment income....................................................                                 183,518,463
Valuation period deductions (Note 2)...........................................                                 (50,893,041)
                                                                                                          -----------------
Net investment income..........................................................                                 132,625,422
                                                                                                          -----------------
REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
Realized gain on sales of investments: (Notes 1 and 4)
  Proceeds from sales..........................................................         240,242,871
                                                                                   ----------------
  Cost of investments sold.....................................................         186,672,759
                                                                                   ----------------
    Net realized gain..........................................................                                  53,570,112
Unrealized gain on investments:
  Beginning of period..........................................................          73,479,233
  End of period................................................................       1,037,168,713
                                                                                   ----------------
    Net unrealized gain........................................................                                 963,689,480
                                                                                                          -----------------
Net realized and unrealized gain on investments................................                               1,017,259,592
                                                                                                          -----------------
Increase in net assets resulting from operations...............................                              $1,149,885,014
                                                                                                          -----------------
                                                                                                          -----------------
</TABLE>


See Notes to Financial Statements.

<PAGE>

                           VARIABLE ANNUITY ACCOUNT C

STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                                                            FOR THE NINE-MONTH
                                                                               PERIOD ENDED
                                                                            SEPTEMBER 30, 1995              YEAR ENDED
                                                                               (Unaudited)               DECEMBER 31, 1994
                                                                             -----------------           -----------------
<S>                                                                         <C>                          <C>
FROM OPERATIONS:
Net investment income..............................................               $132,625,422                 $476,196,420
Net realized and unrealized gain (loss) on investment..............              1,017,259,592                 (581,812,453)
                                                                              ----------------            -----------------
  Increase (decrease) in net assets resulting from operations......              1,149,885,014                 (105,616,033)
                                                                              ----------------            -----------------

FROM UNIT TRANSACTIONS:
Variable annuity contract purchase payments........................                555,815,604                  711,565,372
Sales and administrative charges deducted by the Company...........                    (75,053)                    (137,737)
                                                                              ----------------            -----------------
Net variable annuity contract purchase payments....................                555,740,551                  711,427,635
Transfers from the Company for mortality guarantee adjustments.....                  1,556,886                    1,880,350
Transfers to the Company's fixed account options...................                (79,212,021)                 (56,920,532)
Transfers to other variable annuity accounts.......................                          0                  (23,284,415)
Redemptions by contract holders....................................               (218,671,511)                (269,542,942)
Annuity payments...................................................                 (9,850,473)                 (11,189,149)
Other..............................................................                    611,050                    1,452,959
                                                                              ----------------            -----------------
  Increase in net assets from unit transactions....................                250,174,482                  353,823,906
                                                                              ----------------            -----------------
Change in net assets...............................................              1,400,059,496                  248,207,873
NET ASSETS:
Beginning of period................................................              4,862,311,791                4,614,103,918
                                                                              ----------------            -----------------
End of period......................................................             $6,262,371,287               $4,862,311,791
                                                                              ----------------            -----------------
                                                                              ----------------            -----------------
</TABLE>


See Notes to Financial Statements.

<PAGE>

                           VARIABLE ANNUITY ACCOUNT C

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

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

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

     a. VALUATION OF INVESTMENTS

     Investments in the following Funds are stated at the closing net asset
     value per share as determined by each Fund on September 30, 1995:


     Aetna Variable Fund
     Aetna Income Shares
     Aetna Variable Encore Fund
     Aetna Investment Advisers Fund, Inc.
     Aetna GET Fund, Series B
     Aetna Ascent Variable Portfolio
     Aetna Crossroads Variable Portfolio
     Aetna Legacy Variable Portfolio

     Alger American Fund:
     -    Alger American Growth Portfolio
     -    Alger American Small Capitalization Portfolio

     Calvert Responsibly Invested Balanced Portfolio

     Fidelity Investments Variable Insurance Products Fund:
     -    Equity-Income Portfolio
     -    Growth Portfolio
     -    Overseas Portfolio


     Fidelity Investments Variable Insurance Products Fund II:
     -    Asset Manager Portfolio
     -    Contrafund Portfolio
     -    Index 500 Portfolio

     Franklin Government Securities Trust

     Janus Aspen Series:
     -    Aggressive Growth Portfolio
     -    Balanced Portfolio
     -    Flexible Income Portfolio
     -    Growth Portfolio
     -    Short-Term Bond Portfolio
     -    Worldwide Growth Portfolio

     Lexington:
     -    Emerging Markets Fund
     -    Natural Resources Trust

     Neuberger & Berman Advisers Management Trust -
     Growth Portfolio

     Scudder Variable Life Investment Fund - International Portfolio

     TCI Portfolios, Inc . - TCI Growth


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

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

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


<PAGE>

                           VARIABLE ANNUITY ACCOUNT C

NOTES TO FINANCIAL STATEMENTS  (continued)

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

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

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

4.   PURCHASES AND SALES OF INVESTMENTS

     The cost of purchases and proceeds from sales of investments other than
     short-term investments for the year ended September 30, 1995 aggregated
     $623,042,775 and $240,242,871, respectively.



















































<PAGE>
<PAGE>








<PAGE>

                        CONSOLIDATED FINANCIAL STATEMENTS
            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES

                                      INDEX
                                                                            PAGE
                                                                            ----
Independent Auditors' Report . . . . . . . . . . . . . . . . . . . . . . .  F-2

Consolidated Financial Statements:

  Consolidated Statements of Income for the Years Ended December 31, 1994,
   1993, and 1992. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  F-3

  Consolidated Balance Sheets as of December 31, 1994 and 1993 . . . . . .  F-4

  Consolidated Statements of Changes in Shareholder's Equity for the
   Years Ended December 31, 1994, 1993 and 1992. . . . . . . . . . . . . .  F-5

  Consolidated Statements of Cash Flows for the Years Ended December 31,
   1994, 1993 and 1992 . . . . . . . . . . . . . . . . . . . . . . . . . .  F-6

Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . .  F-7

Consolidated Financial Statements:

  Unaudited Consolidated Statements of Income for the Nine-Month Period
   Ended September 30, 1995 and 1994 . . . . . . . . . . . . . . . . . . .  F-26

  Unaudited Consolidated Balance Sheets as of September 30, 1995 . . . . .  F-27

  Unaudited Consolidated Statements of Changes in Shareholder's Equity
   for the Nine-Month Period Ended September 30, 1995 and 1994 . . . . . .  F-28

  Unaudited Consolidated Statements of Cash Flows for the Nine-Month
   Period Ended September 30, 1995 and 1994. . . . . . . . . . . . . . . .  F-29

Condensed Notes to Consolidated Financial Statements . . . . . . . . . . .  F-30


                                       F-1
<PAGE>

                          INDEPENDENT AUDITORS' REPORT

The Shareholder and Board of Directors
Aetna Life Insurance and Annuity Company:

We have audited the accompanying consolidated balance sheets of Aetna Life
Insurance and Annuity Company and Subsidiaries as of December 31, 1994 and 1993,
and the related consolidated statements of income, changes in shareholder's
equity and cash flows for each of the years in the three-year period ended
December 31, 1994. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Aetna Life Insurance
and Annuity Company and Subsidiaries at December 31, 1994 and 1993, and the
results of their operations and their cash flows for each of the years in the
three-year period ended December 31, 1994, in conformity with generally accepted
accounting principles.

As discussed in Note 1 to the consolidated financial statements, in 1993 the
Company changed its methods of accounting for certain investments in debt and
equity securities and reinsurance contracts. In 1992, the Company changed its
method of accounting for income taxes and postretirement benefits other than
pensions.

                                        KPMG Peat Marwick LLP

Hartford, Connecticut
February 7, 1995


                                       F-2
<PAGE>

            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A WHOLLY OWNED SUBSIDIARY OF AETNA LIFE AND CASUALTY COMPANY)

                        CONSOLIDATED STATEMENTS OF INCOME
                                   (MILLIONS)
<TABLE>
<CAPTION>
                                                                 YEARS ENDED DECEMBER 31,
                                                   -----------------------------------------------------
                                                     1994                  1993                  1992
                                                     ----                  ----                  ----
<S>                                                <C>                   <C>                   <C>
Revenue:
  Premiums . . . . . . . . . . . . . . . . . . .   $   124.2             $    82.1             $    72.5
  Charges assessed against policyholders . . . .       279.0                 251.5                 235.4
  Net investment income. . . . . . . . . . . . .       917.2                 911.9                 848.1
  Net realized capital gains . . . . . . . . . .         1.5                   9.5                  13.4
  Other income . . . . . . . . . . . . . . . . .        10.3                   9.5                   6.7
                                                   ---------             ---------             ---------
        Total revenue. . . . . . . . . . . . . .     1,332.2               1,264.5               1,176.1
                                                   ---------             ---------             ---------

Benefits and expenses:
  Current and future benefits. . . . . . . . . .       852.4                 806.4                 761.6
  Operating expenses . . . . . . . . . . . . . .       227.2                 201.3                 213.5
  Amortization of deferred policy
    acquisition costs. . . . . . . . . . . . . .        36.1                  37.7                  32.9
                                                   ---------             ---------             ---------
    Total benefits and expenses. . . . . . . . .     1,115.7               1,045.4               1,008.0
                                                   ---------             ---------             ---------
Income before federal income taxes and
  cumulative effect adjustments. . . . . . . . .       216.5                 219.1                 168.1

  Federal income taxes . . . . . . . . . . . . .        71.2                  76.2                  54.9
                                                   ---------             ---------             ---------

Income before cumulative effect adjustments. . .       145.3                 142.9                 113.2

Cumulative effect adjustments, net of tax:
  Change in accounting for income taxes. . . . .         -                     -                    22.8

  Change in accounting for postretirement
   benefits other than pensions. . . . . . . . .         -                     -                   (13.2)
                                                   ---------             ---------             ---------

Net income . . . . . . . . . . . . . . . . . . .   $   145.3             $   142.9             $   122.8
                                                   ---------             ---------             ---------
                                                   ---------             ---------             ---------
</TABLE>


See Notes to Consolidated Financial Statements.


                                       F-3
<PAGE>

           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A WHOLLY OWNED SUBSIDIARY OF AETNA LIFE AND CASUALTY COMPANY)

                          CONSOLIDATED BALANCE SHEETS
                                   (MILLIONS)
<TABLE>
<CAPTION>
                                                           DECEMBER 31,
                                                    ----------------------------
                                                       1994             1993
                                                       ----             ----
<S>                                                 <C>              <C>
ASSETS
Investments:
 Debt securities, available for sale:
  (amortized cost: $10,577.8 and $9,783.9) . . . .  $  10,191.4      $  10,531.0
 Equity securities, available for sale:
  Non-redeemable preferred stock (cost:$43.3
  and $38.3) . . . . . . . . . . . . . . . . . . .         47.2             45.9
  Investment in affiliated mutual funds
  (cost: $187.2 and $122.4). . . . . . . . . . . .        181.9            126.7
 Short-term investments. . . . . . . . . . . . . .         98.0             22.6
 Mortgage loans. . . . . . . . . . . . . . . . . .          9.9             10.1
 Policy loans. . . . . . . . . . . . . . . . . . .        248.7            202.7
 Limited partnership . . . . . . . . . . . . . . .         24.4              -
                                                    -----------      -----------
    Total investments. . . . . . . . . . . . . . .     10,801.5         10,939.0
Cash and cash equivalents. . . . . . . . . . . . .        623.3            536.1
Accrued investment income. . . . . . . . . . . . .        142.2            124.7
Premiums due and other receivables . . . . . . . .         75.8             67.0
Deferred policy acquisition costs. . . . . . . . .      1,172.0          1,061.0
Reinsurance loan to affiliate. . . . . . . . . . .        690.3            711.0
Other assets . . . . . . . . . . . . . . . . . . .         15.9             12.6
Separate Accounts assets . . . . . . . . . . . . .      7,420.8          6,684.3
                                                    -----------      -----------
    Total assets . . . . . . . . . . . . . . . . .  $  20,941.8      $  20,135.7
                                                    -----------      -----------
                                                    -----------      -----------
LIABILITIES AND SHAREHOLDER'S EQUITY
Liabilities:
 Future policy benefits. . . . . . . . . . . . . .  $   2,968.1      $   2,741.8
 Unpaid claims and claim expenses. . . . . . . . .         23.8             27.2
 Policyholders' funds left with the Company. . . .      8,901.6          9,003.9
                                                    -----------      -----------
    Total insurance liabilities. . . . . . . . . .     11,893.5         11,698.7
 Other liabilities . . . . . . . . . . . . . . . .        302.1            229.7
 Federal income taxes:
   Current . . . . . . . . . . . . . . . . . . . .          3.4             40.6
   Deferred. . . . . . . . . . . . . . . . . . . .        233.5            161.5
 Separate Accounts liabilities . . . . . . . . . .      7,420.8          6,684.3
                                                    -----------      -----------
    Total liabilities. . . . . . . . . . . . . . .     19,853.3         18,889.0
                                                    -----------      -----------
Shareholder's equity:
 Common capital stock, par value $50 (100,000
  shares authorized; 55,000 shares issued and
  outstanding) . . . . . . . . . . . . . . . . . .          2.8              2.8
 Paid-in capital . . . . . . . . . . . . . . . . .        407.6            407.6
 Net unrealized capital gains (losses) . . . . . .       (189.0)           114.5
 Retained earnings . . . . . . . . . . . . . . . .        867.1            721.8
                                                    -----------      -----------
    Total shareholder's equity . . . . . . . . . .      1,088.5          1,246.7
                                                    -----------      -----------
    Total liabilities and shareholder's equity . .  $  20,941.8      $  20,135.7
                                                    -----------      -----------
                                                    -----------      -----------
</TABLE>


See Notes to Consolidated Financial Statements.


                                       F-4
<PAGE>

           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A WHOLLY OWNED SUBSIDIARY OF AETNA LIFE AND CASUALTY COMPANY)

           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDER'S EQUITY
                                   (MILLIONS)


<TABLE>
<CAPTION>
                                                 YEARS ENDED DECEMBER 31,
                                         ---------------------------------------
                                             1994          1993          1992
                                             ----          ----          ----
<S>                                      <C>           <C>           <C>
Shareholder's equity, beginning. . . . .   $1,246.7      $  990.1      $  867.4
Net change in unrealized capital
gains (losses) . . . . . . . . . . . . .     (303.5)        113.7          (0.1)
Net income . . . . . . . . . . . . . . .      145.3         142.9         122.8
                                         ----------    ----------    ----------
Shareholder's equity, end of year. . . .   $1,088.5      $1,246.7      $  990.1
                                         ----------    ----------    ----------
                                         ----------    ----------    ----------
</TABLE>


See Notes to Consolidated Financial Statements.


                                       F-5
<PAGE>

             AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
          (A WHOLLY OWNED SUBSIDIARY OF AETNA LIFE AND CASUALTY COMPANY)

                       CONSOLIDATED STATEMENTS OF CASH FLOWS
                                    (MILLIONS)
<TABLE>
<CAPTION>
                                                                                YEARS ENDED DECEMBER 31,
                                                                        -----------------------------------------
                                                                           1994           1993           1992
                                                                           -----          ----           ----
<S>                                                                     <C>            <C>            <C>
Cash Flows from Operating Activities:
     Net income. . . . . . . . . . . . . . . . . . . . . . . . . .      $    145.3     $    142.9     $    122.8
     Cumulative effect adjustments . . . . . . . . . . . . . . . .             -              -             (9.6)
     Increase in accrued investment income . . . . . . . . . . . .           (17.5)         (11.1)          (8.7)
     (Increase) decrease in premiums due and other receivables . .             1.3           (5.6)         (19.9)
     Increase in policy loans. . . . . . . . . . . . . . . . . . .           (46.0)         (36.4)         (32.4)
     Increase in deferred policy acquisition costs . . . . . . . .           (96.5)         (60.5)         (60.8)
     Decrease in reinsurance loan to affiliate . . . . . . . . . .            27.8           31.8           37.8
     Net increase in universal life account balances . . . . . . .           164.7          126.4          130.8
     Increase in other insurance reserve liabilities . . . . . . .            65.7           86.1           20.5
     Net increase in other liabilities and other assets. . . . . .            53.9            7.0           20.2
     Decrease in federal income taxes. . . . . . . . . . . . . . .           (11.7)          (3.7)         (11.8)
     Net accretion of discount on bonds. . . . . . . . . . . . . .           (77.9)         (88.1)         (75.2)
     Net realized capital gains. . . . . . . . . . . . . . . . . .            (1.5)          (9.5)         (13.4)
     Other, net. . . . . . . . . . . . . . . . . . . . . . . . . .            (1.0)           0.2           (0.2)
                                                                        -----------    -----------    -----------
        Net cash provided by operating activities. . . . . . . . .           206.6          179.5          100.1
                                                                        -----------    -----------    -----------
Cash Flows from Investing Activities:
     Proceeds from sales of :
        Debt securities available for sale . . . . . . . . . . . .         3,593.8          473.9          543.3
        Equity securities. . . . . . . . . . . . . . . . . . . . .            93.1           89.6           50.6
     Investment maturities and collections of:
        Debt securities available for sale . . . . . . . . . . . .         1,289.2        2,133.3        1,179.2
        Short-term investments . . . . . . . . . . . . . . . . . .            30.4           19.7            5.0
     Cost of investment purchases in:
        Debt securities. . . . . . . . . . . . . . . . . . . . . .        (5,621.4)      (3,669.2)      (2,612.2)
        Equity securities. . . . . . . . . . . . . . . . . . . . .          (162.5)        (157.5)         (63.0)
        Short-term investments . . . . . . . . . . . . . . . . . .          (106.1)         (41.3)          (5.0)
        Limited partnership. . . . . . . . . . . . . . . . . . . .           (25.0)           -              -
                                                                        -----------    -----------    -----------
           Net cash used for investing activities. . . . . . . . .          (908.5)      (1,151.5)        (902.1)
                                                                        -----------    -----------    -----------
Cash Flows from Financing Activities:
     Deposits and interest credited for investment contracts . . .         1,737.8        2,117.8        1,619.6
     Withdrawals of investment contracts . . . . . . . . . . . . .          (948.7)      (1,000.3)        (767.7)
                                                                        -----------    -----------    -----------
        Net cash provided by financing activities. . . . . . . . .           789.1        1,117.5          851.9
                                                                        -----------    -----------    -----------
Net increase in cash and cash equivalents. . . . . . . . . . . . .            87.2          145.5           49.9
Cash and cash equivalents, beginning of year . . . . . . . . . . .           536.1          390.6          340.7
                                                                        -----------    -----------    -----------
Cash and cash equivalents, end of year . . . . . . . . . . . . . .      $    623.3     $    536.1     $    390.6
                                                                        -----------    -----------    -----------
                                                                        -----------    -----------    -----------
Supplemental cash flow information:
  Income taxes paid, net . . . . . . . . . . . . . . . . . . . . .      $     82.6     $     79.9     $     54.0
                                                                        -----------    -----------    -----------
                                                                        -----------    -----------    -----------
</TABLE>


See Notes to Consolidated Financial Statements.


                                       F-6
<PAGE>

            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A WHOLLY OWNED SUBSIDIARY OF AETNA LIFE AND CASUALTY COMPANY)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 1994, 1993, AND 1992


1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The consolidated financial statements include Aetna Life Insurance and Annuity
Company and its wholly owned subsidiaries, Aetna Insurance Company of America,
Systematized Benefits Administrators, Inc., Aetna Private Capital, Inc. and
Aetna Investment Services, Inc. (collectively, the "Company").  Aetna Life
Insurance and Annuity Company is a wholly owned subsidiary of Aetna Life and
Casualty Company ("Aetna").

The consolidated financial statements have been prepared in conformity with
generally accepted accounting principles.  Intercompany transactions have been
eliminated.  Certain reclassifications have been made to 1993 and 1992 financial
information to conform to the 1994 presentation.

The Company offers a wide range of life insurance products and annuity contracts
with variable and fixed accumulation and payout options.  The Company also
provides investment advisory and other services to affiliated mutual funds.

ACCOUNTING CHANGES

     Accounting for Certain Investments in Debt and Equity Securities

On December 31, 1993, the Company adopted Financial Accounting Standard ("FAS")
No. 115, Accounting for Certain Investments in Debt and Equity Securities, which
requires the classification of debt securities into three categories:  "held to
maturity", which are carried at amortized cost; "available for sale", which are
carried at fair value with changes in fair value recognized as a component of
shareholder's equity; and "trading", which are carried at fair value with
immediate recognition in income of changes in fair value.

Initial adoption of this standard resulted in a net increase of $106.8 million,
net of taxes of $57.5 million, to net unrealized gains in shareholder's equity.
These amounts exclude gains and losses allocable to experience-rated (including
universal life) contractholders.  Adoption of FAS No. 115 did not have a
material effect on deferred policy acquisition costs.

     Accounting and Reporting for Reinsurance of Short-Duration and Long-
     Duration Contracts

During 1993, the Company adopted FAS No. 113, Accounting and Reporting for
Reinsurance of Short-Duration and Long-Duration Contracts, retroactive to
January 1, 1993.  Reinsurance recoverables (previously reported as a reduction
in insurance reserve liabilities) and reinsurance receivables and ceded unearned
premiums are included in premiums due and other receivables.  The adoption of
FAS No. 113 did not have a material impact on the Company's 1993 Consolidated
Financial Statements.

     Accounting for Income Taxes

The Company adopted FAS No. 109, Accounting for Income Taxes, in 1992,
retroactive to January 1, 1992.  A cumulative effect benefit of $22.8 million
related to the adoption of this standard is reflected in the 1992 Consolidated
Statement of Income.


                                       F-7
<PAGE>

            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A WHOLLY OWNED SUBSIDIARY OF AETNA LIFE AND CASUALTY COMPANY)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


     Postretirement Benefits Other Than Pensions

FAS No. 106, Employers' Accounting for Postretirement Benefits Other Than
Pensions, required that employers accrue the cost and recognize the liability
for providing non-pension benefits to retired employees and agents.  Aetna and
the Company implemented FAS No. 106 in 1992, retroactive to January 1, 1992 on
the immediate recognition basis.  The cumulative effect charge for all Aetna
employees was reflected in Aetna's 1992 Statement of Income.  A cumulative
effect charge of $13.2 million, net of taxes of $7.1 million, related to the
adoption of this standard for Company agents is reflected in the Company's 1992
Consolidated Statement of Income.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents include cash on hand, money market instruments and
other debt issues with a maturity of ninety days or less when purchased.

INVESTMENTS

     Debt Securities

At December 31, 1994 and 1993, all of the Company's debt securities are
classified as available for sale and carried at fair value. These securities are
written down (as realized losses) for other than temporary decline in value.
Unrealized gains and losses related to these securities, after deducting amounts
allocable to experience-rated contractholders and related taxes, are reflected
in shareholder's equity.

Fair values for debt securities are based on quoted market prices or dealer
quotations.  Where quoted market prices or dealer quotations are not available,
fair values are measured utilizing quoted market prices for similar securities
or by using discounted cash flow methods.  Cost for mortgage-backed securities
is adjusted for unamortized premiums and discounts, which are amortized using
the interest method over the estimated remaining term of the securities,
adjusted for anticipated prepayments.

Purchases and sales of debt securities are recorded on the trade date.

     Equity Securities

Equity securities are classified as available for sale and carried at fair value
based on quoted market prices or dealer quotations.  Equity securities are
written down (as realized losses) for other than temporary declines in value.
Unrealized gains and losses related to such securities are reflected in
shareholder's equity.  Purchases and sales are recorded on the trade date.

The investment in affiliated mutual funds represents an investment in the Aetna
Series Fund, Inc., a retail mutual fund which has been seeded by the Company,
and is carried at fair value.

     Mortgage Loans and Policy Loans

Mortgage loans and policy loans are carried at unpaid principal balances net of
valuation reserves, which approximates fair value, and are generally secured.
Purchases and sales of mortgage loans are recorded on the closing date.


                                       F-8
<PAGE>

            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A WHOLLY OWNED SUBSIDIARY OF AETNA LIFE AND CASUALTY COMPANY)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


     Limited Partnership

The Company's limited partnership investment is carried at the amount invested
plus the Company's share of undistributed operating results and unrealized gains
(losses), which approximates fair value.

     Short-Term Investments

Short-term investments, consisting primarily of money market instruments and
other debt issues purchased with an original maturity of over ninety days and
less than one year, are considered available for sale and are carried at fair
value, which approximates amortized cost.

DEFERRED POLICY ACQUISITION COSTS

Certain costs of acquiring insurance business have been deferred.  These costs,
all of which vary with and are primarily related to the production of new
business, consist principally of commissions, certain expenses of underwriting
and issuing contracts and certain agency expenses.  For fixed ordinary life
contracts, such costs are amortized over expected premium-paying periods.  For
universal life and certain annuity contracts, such costs are amortized in
proportion to estimated gross profits and adjusted to reflect actual gross
profits.  These costs are amortized over twenty years for annuity pension
contracts, and over the contract period for universal life contracts.  Deferred
policy acquisition costs are written off to the extent that it is determined
that future policy premiums and investment income or gross profits would not be
adequate to cover related losses and expenses.

INSURANCE RESERVE LIABILITIES

The Company's liabilities include reserves related to fixed ordinary life, fixed
universal life and fixed annuity contracts.  Reserves for future policy benefits
for fixed ordinary life contracts are computed on the basis of assumed
investment yield, assumed mortality, withdrawals and expenses, including a
margin for adverse deviation, which generally vary by plan, year of issue and
policy duration.  Reserve interest rates range from 2.25% to 10.50%.  Assumed
investment yield is based on the Company's experience.  Mortality and withdrawal
rate assumptions are based on relevant Aetna experience and are periodically
reviewed against both industry standards and experience.

Reserves for fixed universal life (included in Future Policy Benefits) and fixed
deferred annuity contracts (included in Policyholders' Funds Left With the
Company) are equal to the fund value.  The fund value is equal to cumulative
deposits less charges plus credited interest thereon, without reduction for
possible future penalties assessed on premature withdrawal.  For guaranteed
interest options, the interest credited ranged from 4.00% to 5.85%  in 1994 and
4.00% to 7.68% in 1993.  For all other fixed options, the interest credited
ranged from 5.00% to 7.50% in 1994 and 5.00% to 9.25% in 1993.

Reserves for fixed annuity contracts in the annuity period and for future
amounts due under settlement options are computed actuarially using the
Progressive Annuity Table (modified), the Annuity Table for 1949, the 1971
Individual Annuity Mortality Table, the 1971 Group Annuity Mortality Table, the
1983 Individual Annuity Mortality Table and the 1983 Group Annuity Mortality
Table, at assumed interest rates ranging from 3.5% to 9.5%.  Reserves relating
to contracts with life contingencies are included in Future Policy Benefits.
For other contracts, the reserves are reflected in Policyholders' Funds Left
With the Company.


                                       F-9
<PAGE>

            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A WHOLLY OWNED SUBSIDIARY OF AETNA LIFE AND CASUALTY COMPANY)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


Unpaid claims for all lines of insurance include benefits for reported losses
and estimates of benefits for losses incurred but not reported.

PREMIUMS, CHARGES ASSESSED AGAINST POLICYHOLDERS, BENEFITS AND EXPENSES

Premiums are recorded as revenue when due for fixed ordinary life contracts.
Charges assessed against policyholders' funds for cost of insurance, surrender
charges, actuarial margin and other fees are recorded as revenue for universal
life and certain annuity contracts.  Policy benefits and expenses are recorded
in relation to the associated premiums or gross profit so as to result in
recognition of profits over the expected lives of the contracts.

SEPARATE ACCOUNTS

Assets held under variable universal life, variable life and variable annuity
contracts are segregated in Separate Accounts and are invested, as designated by
the contractholder or participant under a contract, in shares of Aetna Variable
Fund, Aetna Income Shares, Aetna Variable Encore Fund, Aetna Investment Advisers
Fund, Inc., Aetna GET Fund, or The Aetna Series Fund Inc., which are managed by
the Company or other selected mutual funds not managed by the Company.

Separate Accounts assets and liabilities are carried at fair value except for
those relating to a guaranteed interest option which is offered through a
Separate Account.  The assets of the Separate Account supporting the guaranteed
interest option are carried at an amortized cost of $149.7 million for 1994
(fair value $146.3 million) and $31.2 million for 1993 (fair value $33.3
million), since the Company bears the investment risk where the contract is held
to maturity.  Reserves relating to the guaranteed interest option are maintained
at fund value and reflect interest credited at rates ranging from 4.5% to 8.38%
in 1994 and from 4% to 9.45% in 1993.  Separate Accounts assets and liabilities
are shown as separate captions in the Consolidated Balance Sheets.  Deposits,
investment income and net realized and unrealized capital gains (losses) of the
Separate Accounts are not reflected in the Consolidated Statements of Income
(with the exception of realized capital gains (losses) on the sale of assets
supporting the guaranteed interest option).  The Consolidated Statements of Cash
Flows do not reflect investment activity of the Separate Accounts.

FEDERAL INCOME TAXES

The Company is included in the consolidated federal income tax return of Aetna.
The Company is taxed at regular corporate rates after adjusting income reported
for financial statement purposes for certain items.  Deferred income tax
benefits result from changes during the year in cumulative temporary differences
between the tax basis and book basis of assets and liabilities.


                                      F-10
<PAGE>

            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A WHOLLY OWNED SUBSIDIARY OF AETNA LIFE AND CASUALTY COMPANY)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


2.   INVESTMENTS

Investments in debt securities available for sale as of December 31, 1994 were
as follows:

<TABLE>
<CAPTION>
                                                                      GROSS          GROSS
                                                     AMORTIZED      UNREALIZED     UNREALIZED      FAIR
                                                       COST           GAINS          LOSSES        VALUE
                                                       ----           -----          ------        -----
                                                                    (millions)
<S>                                                 <C>             <C>            <C>           <C>
U.S. Treasury securities and obligations of
  U.S government agencies and corporations . .      $  1,396.1      $     2.0      $    84.2     $  1,313.9
Obligations of states and political
  subdivisions . . . . . . . . . . . . . . . .            37.9            1.2            -             39.1
U.S. Corporate securities:
    Financial. . . . . . . . . . . . . . . . .         2,216.9            3.8          109.4        2,111.3
    Utilities. . . . . . . . . . . . . . . . .           100.1            -              7.9           92.2
    Other. . . . . . . . . . . . . . . . . . .         1,344.3            6.0           67.9        1,282.4
                                                    ----------      ---------      ---------     ----------
  Total U.S. Corporate securities. . . . . . .         3,661.3            9.8          185.2        3,485.9
Foreign securities:
    Government . . . . . . . . . . . . . . . .           434.4            1.2           33.9          401.7
    Financial. . . . . . . . . . . . . . . . .           368.2            1.1           23.0          346.3
    Utilities. . . . . . . . . . . . . . . . .           204.4            2.5            9.5          197.4
    Other. . . . . . . . . . . . . . . . . . .            46.3            0.8            1.5           45.6
                                                    ----------      ---------      ---------     ----------
  Total Foreign securities . . . . . . . . . .         1,053.3            5.6           67.9          991.0
Residential mortgage-backed securities:
    Residential pass-throughs. . . . . . . . .           627.1           81.5            5.0          703.6
    Residential CMOs . . . . . . . . . . . . .         2,671.0           32.9          139.4        2,564.5
                                                    ----------      ---------      ---------     ----------
Total Residential mortgage-backed
  securities . . . . . . . . . . . . . . . . .         3,298.1          114.4          144.4        3,268.1
Commercial/Multifamily mortgage-backed
  securities . . . . . . . . . . . . . . . . .           435.0            0.2           21.3          413.9
                                                    ----------      ---------      ---------     ----------
    Total Mortgage-backed securities . . . . .         3,733.1          114.6          165.7        3,682.0
Other loan-backed securities . . . . . . . . .           696.1            0.2           16.8          679.5
                                                    ----------      ---------      ---------     ----------

Total debt securities available for sale . . .      $ 10,577.8      $   133.4      $   519.8     $ 10,191.4
                                                    ----------      ---------      ---------     ----------
                                                    ----------      ---------      ---------     ----------
</TABLE>


                                      F-11
<PAGE>

            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A WHOLLY OWNED SUBSIDIARY OF AETNA LIFE AND CASUALTY COMPANY)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


Investments in debt securities available for sale as of December 31, 1993 were
as follows:

<TABLE>
<CAPTION>
                                                                   GROSS          GROSS
                                                   AMORTIZED     UNREALIZED     UNREALIZED        FAIR
                                                     COST          GAINS          LOSSES         VALUE
                                                     ----          -----          ------         -----
                                                                 (millions)
<S>                                               <C>            <C>            <C>            <C>
U.S. Treasury securities and obligations of
  U.S government agencies and corporations . . .  $    827.2     $     19.4     $      6.6     $    840.4
Obligations of states and political
  subdivisions . . . . . . . . . . . . . . . . .         0.5            -              -              0.5
U.S. Corporate securities:
     Financial . . . . . . . . . . . . . . . . .       983.3           49.2            0.7        1,031.8
     Utilities . . . . . . . . . . . . . . . . .       141.2           12.4            -            153.6
     Other . . . . . . . . . . . . . . . . . . .       704.3           51.6            2.3          753.6
                                                  ----------     ----------     ----------     ----------
  Total U.S. Corporate securities. . . . . . . .     1,828.8          113.2            3.0        1,939.0
Foreign securities:
     Government. . . . . . . . . . . . . . . . .       289.1           31.7            0.5          320.3
     Financial . . . . . . . . . . . . . . . . .       365.8           18.5            0.9          383.4
     Utilities . . . . . . . . . . . . . . . . .       206.2           28.9            0.1          235.0
     Other . . . . . . . . . . . . . . . . . . .        30.4            1.3            0.8           30.9
                                                  ----------     ----------     ----------     ----------
  Total Foreign securities . . . . . . . . . . .       891.5           80.4            2.3          969.6
Residential mortgage-backed securities:
     Residential pass-throughs . . . . . . . . .     1,125.0          218.1            1.7        1,341.4
     Residential CMOs. . . . . . . . . . . . . .     4,868.7          318.1            1.1        5,185.7
                                                  ----------     ----------     ----------     ----------
Total Residential mortgage-backed
  securities . . . . . . . . . . . . . . . . . .     5,993.7          536.2            2.8        6,527.1
Commercial/Multifamily mortgage-backed
  securities . . . . . . . . . . . . . . . . . .       193.0           13.4            0.8          205.6
                                                  ----------     ----------     ----------     ----------
     Total Mortgage-backed securities. . . . . .     6,186.7          549.6            3.6        6,732.7
Other loan-backed securities . . . . . . . . . .        49.2            0.2            0.2           49.2
                                                  ----------     ----------     ----------     ----------

Total debt securities available for sale . . . .  $  9,783.9     $    762.8     $     15.7     $ 10,531.0
                                                  ----------     ----------     ----------     ----------
                                                  ----------     ----------     ----------     ----------
</TABLE>

At December 31, 1994 and 1993, net unrealized appreciation (depreciation) of
$(386.4) million and $747.1 million, respectively, on available for sale debt
securities included $(308.6) million and $582.8 million, respectively, related
to experience-rated contractholders, which were not included in shareholder's
equity.


                                      F-12
<PAGE>

            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A WHOLLY OWNED SUBSIDIARY OF AETNA LIFE AND CASUALTY COMPANY)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


The amortized cost and fair value of debt securities for the year ended December
31, 1994 are shown below by contractual maturity.  Actual maturities may differ
from contractual maturities because securities may be restructured, called, or
prepaid.

<TABLE>
<CAPTION>
                                                      AMORTIZED         FAIR
                                                        COST            VALUE
                                                        ----            -----
                                                             (millions)
          <S>                                         <C>             <C>
          Due to mature:
            One year or less . . . . . . . . . . .    $   103.9       $   103.5
            After one year through five years. . .      1,965.6         1,920.0
            After five years through ten years . .      2,371.3         2,207.0
            After ten years. . . . . . . . . . . .      1,707.8         1,599.4
            Mortgage-backed securities . . . . . .      3,733.1         3,682.0
            Other loan-backed securities . . . . .        696.1           679.5
                                                      ---------       ---------

                  Total. . . . . . . . . . . . . .    $10,577.8       $10,191.4
                                                      ---------       ---------
                                                      ---------       ---------
</TABLE>

At December 31, 1994 and 1993, debt securities carried at $7.0 million and $7.3
million, respectively, were on deposit as required by regulatory authorities.

The valuation reserve for mortgage loans was $3.1 million and $4.2 million at
December 31, 1994 and 1993, respectively.  The carrying value of non-income
producing investments was $0.2 million and $34.3 million at December 31, 1994
and 1993, respectively.

Investments in a single issuer, other than obligations of the U.S. government,
with a carrying value in excess of 10% of the Company's shareholder's equity at
December 31, 1994 are as follows:

<TABLE>
<CAPTION>
                                                       AMORTIZED         FAIR
          DEBT SECURITIES                                COST            VALUE
          ---------------                                ----            -----
                                                               (millions)
          <S>                                          <C>               <C>
          General Electric Capital Corporation . .      $ 264.9          $252.1
          General Motors Corporation . . . . . . .        167.8           161.7
          Society National Bank. . . . . . . . . .        152.8           143.7
          Ford Motor Company . . . . . . . . . . .        144.7           142.3
          Associates Corporation of North America.        132.9           131.1
          First Deposit Master Trust 1994-1A . . .        114.9           112.1
</TABLE>

The portfolio of debt securities at December 31, 1994 and 1993 included $318
million and $329 million, respectively, (3% of the debt securities for both
years) of investments that are considered "below investment grade".  "Below
investment grade" securities are defined to be securities that carry a rating
below BBB-/Baa3, by Standard & Poors/Moody's Investor Services, respectively.
Of these below investment grade assets, $32 million and $39 million, at December
31, 1994 and 1993, respectively, were investments that were purchased at
investment grade, but whose ratings have since been downgraded.

Included in residential mortgage-back securities are collateralized mortgage
obligations ("CMOs") with carrying values of  $2.6  billion and $5.2  billion at
December 31, 1994 and 1993, respectively.  The $2.6  billion decline in


                                      F-13
<PAGE>

            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A WHOLLY OWNED SUBSIDIARY OF AETNA LIFE AND CASUALTY COMPANY)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


CMOs from December 31, 1993 to December 31, 1994 was related primarily to sales
and principal repayments.  CMO sales of $1.6 billion resulted in net realized
capital gains of $35 million of which $23 million was allocated to experience-
rated contracts.  The Company's CMO exposure was reduced as a result of changes
in their risk and return characteristics and to better diversify the risk
profile of the Company's assets.  The principal risks inherent in holding CMOs
are prepayment and extension risks related to dramatic decreases and increases
in interest rates whereby the CMOs would be subject to repayments of principal
earlier or later than originally anticipated.  At December 31, 1994 and 1993,
approximately 85% and 93%, respectively, of the Company's CMO holdings consisted
of sequential and planned amortization class ("PAC") debt securities which are
subject to less prepayment and extension risk than other CMO instruments. At
December 31, 1994 and 1993, approximately 82% of the Company's CMO holdings were
collateralized by residential mortgage loans, on which the timely payment of
principal and interest was backed by specified government agencies (e.g., GNMA,
FNMA, FHLMC).

If due to declining interest rates, principal was to be repaid earlier than
originally anticipated, the Company could be affected by a decrease in
investment income due to the reinvestment of these funds at a lower interest
rate.  Such prepayments may result in a duration mismatch between assets and
liabilities which could be corrected as cash from prepayments could be
reinvested at an appropriate duration to adjust the mismatch.

Conversely, if due to increasing interest rates, principal was to be repaid
slower than originally anticipated, the Company could be affected by a decrease
in cash flow which reduces the ability to reinvest expected principal repayments
at higher interest rates.  Such slower payments may result in a duration
mismatch between assets and liabilities which could be corrected as available
cash flow could be reinvested at an appropriate duration to adjust the mismatch.

At December 31, 1994 and 1993, 4% and 3%, respectively, of the Company's CMO
holdings consisted of interest-only strips (IOs) or principal-only strips (POs).
IOs receive payments of interest and POs receive payments of principal on the
underlying pool of mortgages.  The risk inherent in holding POs is extension
risk related to dramatic increases in interest rates whereby the future payments
due on POs could be repaid much slower than originally anticipated.  The
extension risks inherent in holding POs, PACs and sequentials was mitigated by
purchasing offsetting positions in IOs.  During dramatic increases in interest
rates, IOs would generate more future payments than originally anticipated.

The risk inherent in holding IOs is prepayment risk related to dramatic
decreases in interest rates whereby future IO cash flows could be much less than
originally anticipated and in some cases could be less than the original cost of
the IO.  The risks inherent in IOs are mitigated by holding offsetting positions
in PO's, PACs, and sequentials.  During dramatic decreases in interest rates
POs, PACs and sequentials would generate future cash flows much quicker than
originally anticipated.

In 1993, due to declining interest rates and prepayments on the underlying pool
of mortgages, the amortized cost on IO's was written down by $85.4 million.  IO
writedowns of $4.7 million, net of $80.7 million allocated to experience-rated
contracts, were reflected in 1993 net realized capital gains (losses).  In 1994,
due to increasing interest rates, unrealized gains on IO's increased from $0.5
million at December 31, 1993 to $17.8 million at December 31, 1994.  Conversely,
unrealized gains on POs decreased from $36.7 million at December 31, 1993 to
$5.3 million at December 31, 1994.  1994 net realized gains (losses) included
net gains of $10.0 million as a result of sales of IOs and POs (including
amounts allocated to experience-rated contractholders).


                                      F-14
<PAGE>

            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A WHOLLY OWNED SUBSIDIARY OF AETNA LIFE AND CASUALTY COMPANY)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


The Company did not use derivative instruments (ie.,futures, forward contracts,
interest swaps, etc.) for hedging or any other purposes in 1994 or 1993.

The Company does hold investments in certain debt and equity securities with
derivative characteristics (ie., including the fact that their market value is
at least partially determined by, among other things, levels of or changes in
interest rates, prepayment rates, equity markets or credit ratings/spreads).

The amortized cost and fair value of these securities, included in the $10.8
billion investment portfolio, as of December 31, 1994 was as follows:

<TABLE>
<CAPTION>
                                                        AMORTIZED        FAIR
                                                          COST           VALUE
                                                          ----           -----
                                                               (millions)
     <S>                                                <C>            <C>
     Collateralized mortgage obligations (including
       interest-only and principal-only strips). . . .  $ 2,671.0      $ 2,564.5
     Treasury and agency strips:
       Principal . . . . . . . . . . . . . . . . . . .       20.7           21.6
       Interest. . . . . . . . . . . . . . . . . . . .      104.2           90.2
     Mandatorily convertible preferred stock . . . . .       12.1           11.6
</TABLE>

Investments in available for sale equity securities were as follows:

<TABLE>
<CAPTION>
                                               GROSS        GROSS
                                             UNREALIZED   UNREALIZED      FAIR
                                  COST         GAINS        LOSSES        VALUE
                                  ----         -----        ------        -----
                                                   (Millions)
     <S>                         <C>         <C>          <C>            <C>
     1994
     Equity Securities . . . .   $ 230.5      $   6.5      $   7.9       $ 229.1
                                 -------      -------      -------       -------
     1993
     Equity Securities . . . .   $ 160.7      $  12.0      $   0.1       $ 172.6
                                 -------      -------      -------       -------
</TABLE>

At December 31, 1994 and 1993, 91% of outstanding policy loans had fixed
interest rates.  The fixed interest rates for annuity policy loans ranged from
1% to 3% for individual annuity policies in both 1994 and 1993.  The fixed
interest rates for individual life policy loans ranged from 5% to 8% in 1994 and
6% to 8% in 1993.  The remaining outstanding policy loans had variable interest
rates averaging 8% in 1994 and 1993.  Investment income from policy loans was
$11.5 million, $10.8 million and $9.5 million in 1994, 1993 and 1992,
respectively.

OFF-BALANCE SHEET FINANCIAL INSTRUMENTS

At December 31, 1993, the Company had $149.0 million in outstanding forward
commitments to purchase mortgage-backed securities at a specified future date
and at a specified price or yield.  These instruments involve elements of market
risk whereby future changes in market prices may make a financial instrument
less valuable.  However, the difference between the fair value at which the
commitments can be settled, and the contractual value of these securities, was
immaterial at December 31, 1993.  There were no outstanding forward commitments
at December 31, 1994.

There were no material concentrations of off-balance sheet financial instruments
at December 31, 1994 and 1993.


                                      F-15
<PAGE>

            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A WHOLLY OWNED SUBSIDIARY OF AETNA LIFE AND CASUALTY COMPANY)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


3.   CAPITAL GAINS AND LOSSES ON INVESTMENT OPERATIONS

Realized capital gains or losses are the difference between proceeds received
from investments sold or prepaid, and amortized cost.  Net realized capital
gains as reflected in the Consolidated Statements of Income are after deductions
for net realized capital gains (losses) allocated to experience-rated contracts
of $(29.1) million, $(54.8) million and $36.1 million for the years ended
December 31, 1994, 1993, and 1992, respectively.  Net realized capital gains
(losses) allocated to experience-rated contracts are deferred and subsequently
reflected in credited rates on an amortized basis.  Net unamortized gains
(losses), reflected as a component of Policyholders' Funds Left With the
Company, were $(50.7) million and $(16.5) million at the end of December 31,
1994 and 1993, respectively.

Changes to the mortgage loan valuation reserve and writedowns on debt securities
are included in net realized capital gains (losses) and amounted to $1.1 million
and $(98.5) million, of which $0.8 million and $(91.5) million were allocable to
experience-rated contractholders, for the years ended December 31, 1994 and
1993, respectively.  There were no changes to the valuation reserve or
writedowns in 1992.  The 1993 losses were primarily related to writedowns of
interest-only mortgage-backed securities to their fair value.

Net realized capital gains (losses) on investments, net of amounts allocated to
experience-rated contracts, were as follows:

<TABLE>
<CAPTION>
                                                1994         1993         1992
                                                ----         ----         ----
                                                          (millions)
     <S>                                        <C>          <C>          <C>
     Debt securities . . . . . . . . . . . .    $  1.0       $  9.6       $ 12.9
     Equity securities . . . . . . . . . . .       0.2           .1          0.5
     Mortgage loans. . . . . . . . . . . . .       0.3         (0.2)         -
                                                ------       ------       ------
     Pretax realized capital gains . . . . .    $  1.5       $  9.5       $ 13.4
                                                ------       ------       ------
                                                ------       ------       ------
       After-tax realized capital gains. . .    $  1.0       $  6.2       $  8.8
                                                ------       ------       ------
                                                ------       ------       ------
</TABLE>

Gross gains of $26.6 million, $33.3 million and $13.9 million and gross losses
of $25.6 million, $23.7 million and $1.0 million were realized from the sales of
investments in debt securities in 1994, 1993 and 1992, respectively.

Changes in unrealized capital gains (losses), excluding changes in unrealized
capital gains (losses) related to experience-rated contracts, for the years
ended December 31, were as follows:

<TABLE>
<CAPTION>
                                            1994         1993           1992
                                            ----         ----           ----
                                                      (millions)
     <S>                                  <C>           <C>            <C>
     Debt securities . . . . . . . . . .  $(242.1)      $  164.3       $    -
     Equity securities . . . . . . . . .    (13.3)          10.6           (0.1)
     Limited partnership . . . . . . . .     (1.8)           -              -
                                          --------      --------       ---------
                                           (257.2)         174.9           (0.1)
     Deferred federal income taxes
      (See Note 6) . . . . . . . . . . .     46.3           61.2            -
                                          --------      --------       ---------
     Net change in unrealized capital
      gains (losses) . . . . . . . . . .  $(303.5)      $  113.7       $   (0.1)
                                          --------      --------       ---------
                                          --------      --------       ---------
</TABLE>

The net change in unrealized capital gains (losses) on debt securities in 1994
and 1993 resulted from the adoption of FAS No. 115.  For the year ended December
31, 1992, debt securities were carried at amortized cost.  The unrecorded net
appreciation for debt securities carried at amortized cost (including amounts
allocable to experience-rated contracts) amounted to $612.4 million at December
31, 1992.


                                      F-16
<PAGE>

            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A WHOLLY OWNED SUBSIDIARY OF AETNA LIFE AND CASUALTY COMPANY)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


Net unrealized capital gains (losses) allocable to experience-rated contracts of
$(308.6) million and $582.8 million at December 31, 1994 and 1993, respectively,
are not included in shareholder's equity.  These amounts are reflected on the
Consolidated Balance Sheet in policyholders' funds left with the Company.

Shareholder's equity included the following unrealized capital gains (losses),
which are net of amounts allocable to experience-rated contractholders, at
December 31:

<TABLE>
<CAPTION>
                                                                1994           1993           1992
                                                                ----           ----           ----
                                                                            (millions)
     <S>                                                      <C>            <C>            <C>
     Debt securities
          Gross unrealized capital gains . . . . . . . . .    $   27.4       $  164.3       $    -
          Gross unrealized capital losses. . . . . . . . .      (105.2)           -              -
                                                              --------       --------       --------
                                                                 (77.8)         164.3            -
     Equity securities
          Gross unrealized capital gains . . . . . . . . .         6.5           12.0            2.0
          Gross unrealized capital losses. . . . . . . . .        (7.9)          (0.1)          (0.7)
                                                              --------       --------       --------
                                                                  (1.4)          11.9            1.3
     Limited partnership
          Gross unrealized capital gains . . . . . . . . .        --              -              -
          Gross unrealized capital losses. . . . . . . . .        (1.8)           -              -
                                                              --------       --------       --------
                                                                  (1.8)           -              -

     Deferred federal income taxes (See Note 6). . . . . .       108.0           61.7            0.5
                                                              --------       --------       --------
     Net change in unrealized capital gains (losses) . . .    $ (189.0)      $  114.5       $    0.8
                                                              --------       --------       --------
                                                              --------       --------       --------
</TABLE>

4.   NET INVESTMENT INCOME

Sources of net investment income were as follows:
<TABLE>
<CAPTION>
                                                       1994           1993           1992
                                                       ----           ----           ----
                                                                    (millions)
     <S>                                             <C>            <C>            <C>
     Debt securities . . . . . . . . . . . . . . .   $   823.9      $   828.0      $   763.7
     Preferred stock . . . . . . . . . . . . . . .         3.9            2.3            2.8
     Investment in affiliated mutual funds . . . .         5.2            2.9            3.2
     Mortgage loans. . . . . . . . . . . . . . . .         1.4            1.5            1.8
     Policy loans. . . . . . . . . . . . . . . . .        11.5           10.8            9.5
     Reinsurance loan to affiliate . . . . . . . .        51.5           53.3           56.7
     Cash equivalents. . . . . . . . . . . . . . .        29.5           16.8           16.6
     Other . . . . . . . . . . . . . . . . . . . .         6.7            7.7            6.4
                                                     ---------      ---------      ---------
     Gross investment income . . . . . . . . . . .       933.6          923.3          860.7
     Less investment expenses. . . . . . . . . . .       (16.4)         (11.4)         (12.6)
                                                     ---------      ---------      ---------
     Net investment income . . . . . . . . . . . .   $   917.2      $   911.9      $   848.1
                                                     ---------      ---------      ---------
                                                     ---------      ---------      ---------
</TABLE>


                                      F-17
<PAGE>

            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A WHOLLY OWNED SUBSIDIARY OF AETNA LIFE AND CASUALTY COMPANY)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


Net investment income includes amounts allocable to experience-rated
contractholders of $677.1 million, $661.3 million and $604.0 million for the
years ended December 31, 1994, 1993 and 1992, respectively.  Interest credited
to contractholders is included in Current and Future Benefits.

5.   DIVIDEND RESTRICTIONS AND SHAREHOLDER'S EQUITY

The amount of dividends that may be paid to the shareholder in 1995 without
prior approval by the Insurance Commissioner of the State of Connecticut is
$70.9 million.

The Insurance Department of the State of Connecticut (the "Department")
recognizes as net income and shareholder's equity those amounts determined in
conformity with statutory accounting practices prescribed or permitted by the
Department, which differ in certain respects from generally accepted accounting
principles.  Statutory net income was $70.9 million, $77.6 million and $62.5
million for the years ended December 31, 1994, 1993 and 1992, respectively.
Statutory shareholder's equity was $615.0 million and $574.4 million as of
December 31, 1994 and 1993, respectively.

As of December 31, 1994, the Company does not utilize any statutory accounting
practices which are not prescribed by insurance regulators that, individually or
in the aggregate, materially affect statutory shareholder's equity.

6.   FEDERAL INCOME TAXES

The Company is included in the consolidated federal income tax return of Aetna.
Aetna allocates to each member an amount approximating the tax it would have
incurred were it not a member of the consolidated group, and credits the member
for the use of its tax saving attributes in the consolidated return.

As discussed in Note 1, the Company adopted FAS No. 109 as of January 1, 1992
resulting in a cumulative effect benefit of $22.8 million.

In August 1993, the Omnibus Budget Reconciliation Act of 1993 (OBRA) was enacted
which resulted in an increase in the federal corporate tax rate from 34% to 35%
retroactive to January 1, 1993.  The enactment of OBRA resulted in an increase
in the deferred tax liability of $3.4 million at date of enactment, which is
included in the 1993 deferred tax expense.

Components of income tax expense (benefits) were as follows:

<TABLE>
<CAPTION>
                                            1994          1993           1992
                                            ----          ----           ----
                                                       (millions)
     <S>                                  <C>           <C>            <C>
     Current taxes (benefits):
       Income from operations. . . . . .  $   78.7      $   87.1       $   68.0
       Net realized capital gains. . . .     (33.2)         18.1           18.1
                                          --------      --------       --------
                                              45.5         105.2           86.1
                                          --------      --------       --------
     Deferred taxes (benefits):
       Income from operations. . . . . .      (8.0)        (14.2)         (17.7)
       Net realized capital gains. . . .      33.7         (14.8)         (13.5)
                                          --------      --------       --------
                                              25.7         (29.0)         (31.2)
                                          --------      --------       --------
         Total . . . . . . . . . . . . .  $   71.2      $   76.2        $  54.9
                                          --------      --------       --------
                                          --------      --------       --------
</TABLE>


                                      F-18
<PAGE>

            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A WHOLLY OWNED SUBSIDIARY OF AETNA LIFE AND CASUALTY COMPANY)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


Income tax expense was different from the amount computed by applying the
federal income tax rate to income before federal income taxes for the following
reasons:

<TABLE>
<CAPTION>
                                                           1994          1993           1992
                                                           ----          ----           ----
                                                                      (millions)
     <S>                                                 <C>           <C>            <C>
     Income before federal income taxes. . . . . . .     $  216.5      $  219.1       $  168.1
     Tax rate. . . . . . . . . . . . . . . . . . . .         35  %         35  %          34  %
                                                         --------      --------       --------
     Application of the tax rate . . . . . . . . . .         75.8          76.7           57.2
                                                         --------      --------       --------
     Tax effect of:
         Excludable dividends. . . . . . . . . . . .         (8.6)         (8.7)          (6.4)
         Tax reserve adjustments . . . . . . . . . .          2.9           4.7            5.1
         Reinsurance transaction . . . . . . . . . .          1.9          (0.2)          (0.5)
         Tax rate change on deferred liabilities . .          -             3.7            -
         Other, net. . . . . . . . . . . . . . . . .         (0.8)          -             (0.5)
                                                         --------      --------       --------
          Income tax expense . . . . . . . . . . . .     $   71.2      $   76.2       $   54.9
                                                         --------      --------       --------
                                                         --------      --------       --------
</TABLE>

The tax effects of temporary differences that give rise to deferred tax assets
and deferred tax liabilities under FAS No. 109 at December 31, 1994 and 1993 are
presented below:

<TABLE>
<CAPTION>
                                                                  1994           1993
                                                                  ----           ----
                                                                       (millions)
<S>                                                             <C>            <C>
Deferred tax assets:
 Insurance reserve . . . . . . . . . . . . . . . . . . . . . .  $  211.5       $  195.4
 Net unrealized capital losses . . . . . . . . . . . . . . . .     136.3            -
 Investment losses not currently deductible. . . . . . . . . .      15.5           31.2
 Postretirement benefits other than pensions . . . . . . . . .       8.4            8.6
 Impairment reserves . . . . . . . . . . . . . . . . . . . . .       -              7.9
 Other . . . . . . . . . . . . . . . . . . . . . . . . . . . .      28.3           19.3
                                                                --------       --------
Total gross assets . . . . . . . . . . . . . . . . . . . . . .     400.0          262.4
Less valuation allowance . . . . . . . . . . . . . . . . . . .     136.3            -
                                                                --------       --------
 Deferred tax assets net of valuation. . . . . . . . . . . . .     263.7          262.4

Deferred tax liabilities:
 Deferred policy acquisition costs . . . . . . . . . . . . . .     385.2          355.2
 Unrealized losses allocable to experience-rated contracts . .     108.0            -
 Market discount . . . . . . . . . . . . . . . . . . . . . . .       3.6            5.4
 Net unrealized capital gains. . . . . . . . . . . . . . . . .       -             61.7
 Other . . . . . . . . . . . . . . . . . . . . . . . . . . . .       0.4            1.6
                                                                --------       --------
  Total gross liabilities. . . . . . . . . . . . . . . . . . .     497.2          423.9
                                                                --------       --------
  Net deferred tax liability . . . . . . . . . . . . . . . . .  $  233.5       $  161.5
                                                                --------       --------
                                                                --------       --------
</TABLE>

Net unrealized capital gains and losses are presented in shareholder's equity
net of deferred taxes.  At December 31, 1994, $81.0 million of net unrealized
capital losses were reflected in shareholder's equity without deferred tax
benefits.  For federal income tax purposes, capital losses are deductible only
against capital gains in the year of sale or during the carryback and
carryforward periods (three and five years, respectively).  Due to the
expected


                                      F-19
<PAGE>

            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A WHOLLY OWNED SUBSIDIARY OF AETNA LIFE AND CASUALTY COMPANY)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


full utilization of capital gains in the carryback period and the uncertainty of
future capital gains, a valuation allowance of $28.3 million related to million
related to the net unrealized capital losses has been reflected in shareholder's
equity.  In addition, $308.6 million of net unrealized capital losses related to
experience-rated contracts are not reflected in shareholder's equity since such
losses, if realized, are allocable to contractholders.  However, the potential
loss of tax benefits on such losses is the risk of the Company and therefore
would adversely affect the Company rather than the contractholder.  Accordingly,
an additional valuation allowance of $108.0 million has been reflected in
shareholder's equity as of December 31, 1994.  Any reversals of the valuation
allowance are contingent upon the recognition of future capital gains in the
Company's federal income tax return or a change in circumstances which causes
the recognition of the benefits to become more likely than not.  Non-recognition
of the deferred tax benefits on net unrealized losses described above had no
impact on net income for 1994, but has the potential to adversely affect future
results if such losses are realized.

The "Policyholders' Surplus Account," which arose under prior tax law, is
generally that portion of a life insurance company's statutory income that has
not been subject to taxation.  As of December 31, 1983, no further additions
could be made to the Policyholders' Surplus Account for tax return purposes
under the Deficit Reduction Act of 1984.  The balance in such account was
approximately $17.2 million at December 31, 1994.  This amount would be taxed
only under certain conditions.  No income taxes have been provided on this
amount since management believes the conditions under which such taxes would
become payable are remote.

The Internal Revenue Service ("Service") has completed examinations of the
consolidated federal income tax returns of Aetna through 1986.  Discussions are
being held with the Service with respect to proposed adjustments.  However,
management believes there are adequate defenses against, or sufficient reserves
to provide for, such adjustments.  The Service has commenced its examinations
for the years 1987 through 1990.

7.   BENEFIT PLANS

Employee Pension Plans - The Company, in conjunction with Aetna, has non-
contributory defined benefit pension plans covering substantially all employees.
The plans provide pension benefits based on years of service and average annual
compensation (measured over sixty consecutive months of highest earnings in a
120 month period).  Contributions are determined using the Entry Age Normal Cost
Method and, for qualified plans subject to ERISA requirements, are limited to
the amounts that are currently deductible for tax reporting purposes.  The
accumulated benefit obligation and plan assets are recorded by Aetna.  The
accumulated plan assets exceed accumulated plan benefits.  There has been no
funding to the plan for the years 1992 through 1994, and therefore, no expense
has been recorded by the Company.

Agent Pension Plans - The Company, in conjunction with Aetna, has a non-
qualified pension plan covering certain agents.  The plan provides pension
benefits based on annual commission earnings.  The accumulated plan assets
exceed accumulated plan benefits.  There has been no funding to the plan for the
years 1992 through 1994, and therefore, no expense has been recorded by the
Company.

Employee Postretirement Benefits - In addition to providing pension benefits,
Aetna also provides certain postretirement health care and life insurance
benefits, subject to certain caps, for retired employees.  Medical and dental
benefits are offered to all full-time employees retiring at age 50 with at least
15 years of service or at age 65 with at least 10 years of service.  Retirees
are required to contribute to the plans based on their years of service with
Aetna.


                                      F-20
<PAGE>

            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A WHOLLY OWNED SUBSIDIARY OF AETNA LIFE AND CASUALTY COMPANY)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


Aetna implemented FAS No. 106, Employers' Accounting for Postretirement Benefits
Other Than Pensions in 1992 on the immediate recognition basis.  The cumulative
effect charge for all Aetna employees was reflected in Aetna's 1992 Statement of
Income.  Prior to the adoption of FAS No. 106, the cost of postretirement
benefits was charged to operations as payments were made.  The accumulated
benefit obligation and plan assets are recorded by Aetna.  Accumulated
postretirement benefits exceed plan assets.

The cost to the Company associated with the Aetna postretirement plans for 1994,
1993 and 1992 were $1.0 million, $0.8 million and $0.8 million, respectively.

Agent Postretirement Benefits - The Company, in conjunction with Aetna, also
provides certain postemployment health care and life insurance benefits for
certain agents.  The impact of recognizing the liability for agent costs was a
cumulative effect adjustment of $13.2 million (net of deferred taxes of $6.8
million) and is reported in the 1992 Consolidated Statement of Income.

The cost to the Company associated to the agents' postretirement plans for 1994,
1993 and 1992 were $0.7 million, $0.6 million and $0.7 million, respectively.

Incentive Savings Plan - Substantially all employees are eligible to participate
in a savings plan under which designated contributions, which may be invested in
common stock of Aetna or certain other investments, are matched, up to 5% of
compensation, by Aetna.  Pretax charges to operations for the incentive savings
plan were $3.3 million, $3.1 million and $2.8 million in 1994, 1993 and 1992,
respectively.

Stock Plans - Aetna has a stock incentive plan that provides for stock options
and deferred contingent common stock or cash awards to certain key employees.
Aetna also has a stock option plan under which executive and middle management
employees of Aetna may be granted options to purchase common stock of Aetna at
the market price on the date of grant or, in connection with certain business
combinations, may be granted options to purchase common stock on different
terms.  The cost to the Company associated to the Aetna stock plans for 1994 and
1993 was $2.3 million, $0.4 million, respectively.  The cost for 1992 was
immaterial.

8.   RELATED PARTY TRANSACTIONS

The Company is compensated by the Separate Accounts for bearing mortality and
expense risks pertaining to variable life and annuity contracts.  Under the
insurance contracts, the Separate Accounts pay the Company a daily fee which, on
an annual basis, ranges, depending on the product, from .70% to 1.80% of their
average daily net assets.  The Company also receives fees from the variable life
and annuity mutual funds and The Aetna Series Fund for serving as investment
adviser.  Under the advisory agreements, the Funds pay the Company a daily fee
which, on an annual basis, ranges, depending on the fund, from .25% to 1.00% of
their average daily net assets.  The advisory agreements also call for the
variable funds to pay their own administrative expenses and for The Aetna Series
Fund to pay certain administrative expenses. The Company also receives fees
(expressed as a percentage of the average daily net assets) from The Aetna
Series Fund for providing administration shareholder services and promoting
sales.  The amount of compensation and fees received from the Separate Accounts
and Funds, included in Charges Assessed Against Policyholders, amounted to
$104.6 million, $93.6 million and $80.5 million in 1994, 1993 and 1992,
respectively.  The Company may waive advisory fees at its discretion.



                                      F-21


<PAGE>

            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A WHOLLY OWNED SUBSIDIARY OF AETNA LIFE AND CASUALTY COMPANY)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


The Company may, from time to time, make reimbursements to a Fund for some or
all of its operating expenses.  Reimbursement arrangements may be terminated at
any time without notice.

Since 1981, all domestic individual non-participating life insurance of Aetna
and its subsidiaries has been issued by the Company.  Effective December 31,
1988, the Company entered into a reinsurance agreement with Aetna Life Insurance
Company ("Aetna Life") in which substantially all of the non-participating
individual life and annuity business written by Aetna Life prior to 1981 was
assumed by the Company.  A $108.0 million commission, paid by the Company to
Aetna Life in 1988, was capitalized as deferred policy acquisition costs.  The
Company maintained insurance reserves of $690.3 million and $711.0 million as of
December 31, 1994 and 1993, respectively, relating to the business assumed.  In
consideration for the assumption of this business, a loan was established
relating to the assets held by Aetna Life which support the insurance reserves.
The loan is being reduced in accordance with the decrease in the reserves.  The
fair value of this loan was $630.3 million and $685.8 million as of December 31,
1994 and 1993, respectively, and is based upon the fair value of the underlying
assets.  Premiums of $32.8 million, $33.3 million and $36.8 million and current
and future benefits of $43.8 million, $55.4 million and $47.2 million were
assumed in 1994, 1993 and 1992, respectively.

Investment income of $51.5 million, $53.3 million and $56.7 million was
generated from the reinsurance loan to affiliate in 1994, 1993 and 1992,
respectively.  Net income of approximately $25.1 million, $13.6 million and
$21.7 million resulted from this agreement in 1994, 1993 and 1992, respectively.

On December 16, 1988, the Company assumed $25.0 million of premium revenue from
Aetna Life for the purchase and administration of a life contingent single
premium variable payout annuity contract.  In addition, the Company also is
responsible for administering fixed annuity payments that are made to annuitants
receiving variable payments.  Reserves of $24.2 million and $27.8 million were
maintained for this contract as of December 31, 1994 and 1993, respectively.

Effective February 1, 1992, the Company increased its retention limit per
individual life to $2.0 million and entered into a reinsurance agreement with
Aetna Life to reinsure amounts in excess of this limit, up to a maximum of $8.0
million on any new individual life business, on a yearly renewable term basis.
Premium amounts related to this agreement for 1994, 1993 and 1992 were
immaterial.

Effective December 31, 1992, the Company entered into an assumption reinsurance
agreement with Aetna Life to reinsure a block of approximately 3,500 life
contingent, period certain and deferred lump sum annuities (totaling $175.5
million in premium) issued by the Company to Aetna Casualty to fund its
obligations under structured settlement agreements.  The negotiated price
recognized the sale of future profits and included consideration to ALIAC for
the continued administration of the reinsured contracts on behalf of, and in the
name of, Aetna Life.

The Company received no capital contributions in 1994, 1993 or 1992.

Premiums due and other receivables include $27.6 million and $9.8 million due
from affiliates in 1994 and 1993, respectively.  Other liabilities include $27.9
million and $26.1 million due to affiliates for 1994 and 1993, respectively.

Substantially all of the administrative and support functions of the Company are
provided by Aetna and its affiliates.  The financial statements reflect
allocated charges for these services based upon measures appropriate for the
type and nature of service provided.


                                      F-22

<PAGE>

            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A WHOLLY OWNED SUBSIDIARY OF AETNA LIFE AND CASUALTY COMPANY)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


9.   REINSURANCE

The Company utilizes indemnity reinsurance agreements to reduce its exposure to
large losses in all aspects of its insurance business.  Such reinsurance permits
recovery of a portion of losses from reinsurers, although it does not discharge
the primary liability of the Company as direct insurer of the risks reinsured.
The Company evaluates the financial strength of potential reinsurers and
continually monitors the financial condition of reinsurers.  Only those
reinsurance recoverables deemed probable of recovery are reflected as assets on
the Company's Consolidated Balance Sheets.

The following table includes premium amounts ceded/assumed to/from affiliated
companies as discussed in Note 8 above.

<TABLE>
<CAPTION>

                                                                                   CEDED TO        ASSUMED
                                                                     DIRECT          OTHER        FROM OTHER       NET
                                                                     AMOUNT        COMPANIES      COMPANIES       AMOUNT
                                                                     ------        ---------      ---------       ------
   1994                                                                                    (millions)
   <S>                                                               <C>           <C>            <C>            <C>
   Premiums:
      Life Insurance . . . . . . . . . . . . . . . . . . . .           $ 25.8          $ 6.0         $ 32.8         $ 52.6
      Accident and Health Insurance. . . . . . . . . . . . .             10.8            9.3            -              1.5
      Annuities. . . . . . . . . . . . . . . . . . . . . . .             69.9            -              0.2           70.1
                                                                ----------------------------------------------------------
      Total earned premiums. . . . . . . . . . . . . . . . .          $ 106.5          $15.3         $ 33.0         $124.2
                                                                ----------------------------------------------------------
                                                                ----------------------------------------------------------

   1993
   Premiums:
      Life Insurance . . . . . . . . . . . . . . . . . . . .           $ 20.9          $ 5.6         $ 33.3         $ 48.6
      Accident and Health Insurance  . . . . . . . . . . . .             14.4           12.9            -              1.5
      Annuities. . . . . . . . . . . . . . . . . . . . . . .             31.3            -              0.7           32.0
                                                                ----------------------------------------------------------
      Total earned premiums. . . . . . . . . . . . . . . . .           $ 66.6         $ 18.5         $ 34.0         $ 82.1
                                                                ----------------------------------------------------------
                                                                ----------------------------------------------------------

   1992
   Premiums:
      Life Insurance . . . . . . . . . . . . . . . . . . . .           $ 20.8         $  5.2         $ 36.8         $ 52.4
      Accident and Health Insurance. . . . . . . . . . . . .             15.1           13.7            -              1.4
      Annuities. . . . . . . . . . . . . . . . . . . . . . .             18.4            -              0.3           18.7
                                                                ----------------------------------------------------------
      Total earned premiums. . . . . . . . . . . . . . . . .            $54.3          $18.9         $ 37.1         $ 72.5
                                                                ----------------------------------------------------------
                                                                ----------------------------------------------------------

</TABLE>


10.   FINANCIAL INSTRUMENTS

The carrying values and estimated fair values of the Company's financial
instruments at December 31, 1994 and 1993 were as follows:

<TABLE>
<CAPTION>


                                                                    1994                                  1993
                                                     ------------------------------         -----------------------------
                                                          CARRYING         FAIR                   CARRYING         FAIR
                                                           VALUE          VALUE                    VALUE          VALUE
                                                           -----          -----                    -----         ------
                                                                                   (millions)
<S>                                                      <C>            <C>                      <C>            <C>
Assets:
   Cash and cash equivalents . . . . . . . . . . .       $  623.3       $  623.3                 $  536.1       $  536.1
   Short-term investments. . . . . . . . . . . . .           98.0           98.0                     22.6           22.6
   Debt securities . . . . . . . . . . . . . . . .       10,191.4       10,191.4                 10,531.0       10,531.0
   Equity securities . . . . . . . . . . . . . . .          229.1          229.1                    172.6          172.6
   Limited partnership . . . . . . . . . . . . . .           24.4           24.4                      -              -
   Mortgage loans. . . . . . . . . . . . . . . . .            9.9            9.9                     10.1           10.1

Liabilities:
   Investment contract liabilities:
     With a fixed maturity . . . . . . . . . . . .          826.7          833.5                    733.3          795.6
     Without a fixed maturity. . . . . . . . . . .        8,074.9        7,870.4                  8,196.4        8,099.3



</TABLE>


                                      F-23
<PAGE>

            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A WHOLLY OWNED SUBSIDIARY OF AETNA LIFE AND CASUALTY COMPANY)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


Fair value estimates are made at a specific point in time, based on available
market information and judgments about the financial instrument, such as
estimates of timing and amount of expected future cash flows.  Such estimates do
not reflect any premium or discount that could result from offering for sale at
one time the Company's entire holdings of a particular financial instrument, nor
do they consider the tax impact of the realization of unrealized gains or
losses.  In many cases, the fair value estimates cannot be substantiated by
comparison to independent markets, nor can the disclosed value be realized in
immediate settlement of the instrument.  In evaluating the Company's management
of interest rate and liquidity risk, the fair values of all assets and
liabilities should be taken into consideration, not only those above.

The following valuation methods and assumptions were used by the Company in
estimating the fair value of the above financial instruments:

SHORT-TERM INSTRUMENTS:  Fair values are based on quoted market prices or dealer
quotations.  Where quoted market prices are not available, the carrying amounts
reported in the Consolidated Balance Sheets approximates fair value.  Short-term
instruments have a maturity date of one year or less and include cash and cash
equivalents, and short-term investments.

DEBT AND EQUITY SECURITIES:  Fair values are based on quoted market prices or
dealer quotations.  Where quoted market prices or dealer quotations are not
available, fair value is estimated by using quoted market prices for similar
securities or discounted cash flow methods.

MORTGAGE LOANS:  Fair value is estimated by discounting expected mortgage loan
cash flows at market rates which reflect the rates at which similar loans would
be made to similar borrowers.  The rates reflect management's assessment of the
credit quality and the remaining duration of the loans.  The fair value estimate
of mortgage loans of lower quality, including problem and restructured loans, is
based on the estimated fair value of the underlying collateral.

INVESTMENT CONTRACT LIABILITIES (INCLUDED IN POLICYHOLDERS' FUNDS LEFT WITH THE
COMPANY):  With a fixed maturity:  Fair value is estimated by discounting cash
flows at interest rates currently being offered by, or available to, the Company
for similar contracts.

WITHOUT A FIXED MATURITY:  Fair value is estimated as the amount payable to the
contractholder upon demand.  However, the Company has the right under such
contracts to delay payment of withdrawals which may ultimately result in paying
an amount different than that determined to be payable on demand.

11.  SEGMENT INFORMATION

Effective December 31, 1994, the Company's operations, which previously were
reported in total, will now be reported through two major business segments:
Life Insurance and Financial Services. The Life Insurance segment markets most
types of life insurance including universal life, interest-sensitive whole life,
and term insurance.  These products are offered primarily to individuals, small
businesses, employer-sponsored groups and executives of Fortune 2000 companies.
The Financial Services segment markets and services individual and group annuity
contracts which offer a variety of funding and distribution options for personal
and employer-sponsored retirement plans that qualify for tax deferral under
sections 401(k) for corporations, 403(b) for hospitals and educational
institutions, 408 for individual retirement accounts, and 457 for state and
local governments and tax exempt healthcare organizations (the "deferred
compensation market"), of the Internal Revenue Code.  These contracts may be
immediate or deferred.  These products are offered primarily to individuals,
pension plans, small businesses and employer-sponsored groups.



                                      F-24
<PAGE>

            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A WHOLLY OWNED SUBSIDIARY OF AETNA LIFE AND CASUALTY COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Summarized financial information for the Company's principal operations was as
follows:

<TABLE>
<CAPTION>


                                                                           1994                1993               1992
                                                                           ----                ----               ----
                                                                                           (millions)
<S>                                                                   <C>                 <C>                 <C>
Revenue:
  Life insurance . . . . . . . . . . . . . . . . . . . . . . . .      $    386.1          $    371.7          $    363.6
  Financial services . . . . . . . . . . . . . . . . . . . . . .           946.1               892.8               812.5
                                                                      ----------          ----------          ----------
    Total revenue. . . . . . . . . . . . . . . . . . . . . . . .      $  1,332.2          $  1,264.5          $  1,176.1
                                                                      ----------          ----------          ----------
Income from continuing operations before
  income taxes and cumulative effect adjustments:
  Life insurance . . . . . . . . . . . . . . . . . . . . . . . .      $     96.8          $     98.0          $     74.6
  Financial services . . . . . . . . . . . . . . . . . . . . . .           119.7               121.1                93.5
                                                                      ----------          ----------          ----------
    Total income from continuing operations before
     income taxes and cumulative effect adjustments. . . . . . .      $    216.5          $    219.1          $    168.1

Net income:
  Life insurance . . . . . . . . . . . . . . . . . . . . . . . .      $     59.8          $     56.1          $     45.6
  Financial services . . . . . . . . . . . . . . . . . . . . . .            85.5                86.8                67.6
                                                                      ----------          ----------          ----------
   Income before cumulative effect adjustments . . . . . . . . .      $    145.3          $    142.9          $    113.2
                                                                      ----------          ----------          ----------
   Cumulative effect adjustments . . . . . . . . . . . . . . . .               -                   -                 9.6
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . .      $    145.3          $    142.9          $    122.8
                                                                      ----------          ----------          ----------
                                                                      ----------          ----------          ----------
<CAPTION>
                                                                           1994                1993               1992
                                                                                           (millions)
<S>                                                                   <C>                 <C>                 <C>
Assets under management, at fair value:
  Life insurance . . . . . . . . . . . . . . . . . . . . . . . .      $  2,175.2          $  2,180.1          $  1,973.1
  Financial services . . . . . . . . . . . . . . . . . . . . . .        17,791.9            16,600.5            13,644.3
                                                                      ----------          ----------          ----------
     Total assets under management . . . . . . . . . . . . . . .      $ 19,967.1          $ 18,780.6          $ 15,617.4
                                                                      ----------          ----------          ----------
                                                                      ----------          ----------          ----------
</TABLE>




                                      F-25
<PAGE>

            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Life and Casualty Company)

                        Consolidated Statements of Income
                                   (millions)

<TABLE>
<CAPTION>
                                                    9 Months Ended September 30,
                                                    ----------------------------
                                                        1995             1994
                                                        ----             ----
<S>                                                 <C>              <C>
Revenue:
  Premiums                                             $94.8            $79.2
  Charges assessed against policyholders               231.1            207.0
  Net investment income                                732.0            684.9
  Net realized capital gains                            19.3              5.3
  Other income                                          30.0              3.9
                                                    ----------       ----------
     Total revenue                                   1,107.2            980.3

Benefits and expenses:
  Current and future benefits                          677.1            621.1
  Operating expenses                                   222.9            166.7
  Amortization of deferred policy acquisition costs     27.3             31.7
                                                    ----------       ----------
     Total benefits and expenses                       927.3            819.5

Income before federal income taxes                     179.9            160.8

Federal income taxes                                    58.8             51.4
                                                    ----------       ----------

Net income                                            $121.1           $109.4
                                                    ----------       ----------
                                                    ----------       ----------
</TABLE>






See Condensed Notes to Consolidated Financial Statements.


                                      F-26

<PAGE>

            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Life and Casualty Company)

                          Consolidated Balance Sheets
                                   (millions)

<TABLE>
<CAPTION>
                                                                       September 30,   December 31,
Assets                                                                     1995           1994
- ------                                                                     ----           ----
<S>                                                                   <C>            <C>
Investments:
  Debt securities, available for sale:
    (amortized cost: $11,540.8 and $10,577.8)                          $11,999.5      $10,191.4
  Equity securities, available for sale:
    Non-redeemable preferred stock (cost: $54.8 and $43.3)                  61.5           47.2
    Investment in affiliated mutual funds (cost: $213.9 and $187.1)        241.7          181.9
    Common stock (cost: $5.7 at September 30, 1995)                          7.6             --
  Short-term investments                                                    16.6           98.0
  Mortgage loans                                                             5.6            9.9
  Policy loans                                                             305.7          248.7
  Limited partnership                                                       24.6           24.4
                                                                      ------------   ------------
       Total investments                                                12,662.8       10,801.5

Cash and cash equivalents                                                  506.4          623.3
Accrued investment income                                                  171.8          142.2
Premiums due and other receivables                                          54.5           75.8
Deferred policy acquisition costs                                        1,283.1        1,172.0
Reinsurance loan to affiliate                                              659.4          690.3
Other assets                                                                21.2           15.9
Separate Accounts assets                                                 9,931.9        7,420.8
                                                                      ------------   ------------

       Total assets                                                    $25,291.1      $20,941.8
                                                                      ------------   ------------
                                                                      ------------   ------------
Liabilities and Shareholder's Equity

Liabilities:
  Future policy benefits                                                $3,247.2       $2,920.4
  Unpaid claims and claim expenses                                          22.9           23.8
  Policyholders' funds left with the Company                            10,132.7        8,949.3
                                                                      ------------   ------------
       Total insurance reserve liabilities                              13,402.8       11,893.5
  Other liabilities                                                        261.4          302.1
  Federal income taxes:
    Current                                                                 17.6            3.4
    Deferred                                                               167.6          233.5
  Separate Accounts liabilities                                          9,931.9        7,420.8
                                                                      ------------   ------------
       Total liabilities                                                23,781.3       19,853.3
                                                                      ------------   ------------
Shareholder's equity:
  Common stock, par value $50 (100,000 shares
   authorized; 55,000 shares issued and outstanding)                         2.8            2.8
  Paid-in capital                                                          407.6          407.6
  Net unrealized capital gains (losses)                                    111.2         (189.0)
  Retained earnings                                                        988.2          867.1
                                                                      ------------   ------------
       Total shareholder's equity                                        1,509.8        1,088.5
                                                                      ------------   ------------

         Total liabilities and shareholder's equity                    $25,291.1      $20,941.8
                                                                      ------------   ------------
                                                                      ------------   ------------
</TABLE>

See Condensed Notes to Consolidated Financial Statements.


                                      F-27

<PAGE>

            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Life and Casualty Company)

           Consolidated Statements of Changes in Shareholder's Equity
                                   (millions)


<TABLE>
<CAPTION>
                                                    9 Months Ended September 30,
                                                    ----------------------------
                                                         1995           1994
                                                         ----           ----
<S>                                                 <C>            <C>
Shareholder's equity, beginning of period             $1,088.5       $1,246.7

Net change in unrealized capital gains (losses)          300.2         (224.1)

Net income                                               121.1          109.4
                                                    ------------   ------------

Shareholder's equity, end of period                   $1,509.8       $1,132.0
                                                    ------------   ------------
                                                    ------------   ------------
</TABLE>






See Condensed Notes to Consolidated Financial Statements.


                                      F-28

<PAGE>

            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Life and Casualty Company)

                      Consolidated Statements of Cash Flows
                                   (millions)

<TABLE>
<CAPTION>
                                                                    9 Months Ended September 30,
                                                                    ----------------------------
                                                                        1995           1994
                                                                        ----           ----
<S>                                                                 <C>            <C>
Cash Flows from Operating Activities:
     Net income                                                      $121.1         $109.4
     Adjustments to reconcile net income to net cash
       provided by operating activities:
     Increase in accrued investment income                            (29.6)          (9.8)
     Decrease in premiums due and other receivables                    28.1           12.4
     Increase in policy loans                                         (57.0)         (31.3)
     Increase in deferred policy acquisition costs                   (111.1)         (52.7)
     Decrease in reinsurance loan to affiliate                         30.9           21.0
     Net increase in universal life account balances                  164.0          110.2
     Increase in other insurance reserve liabilities                   10.6           14.1
     Net (increase) decrease in other liabilities and other assets    (17.2)          23.3
     Increase in federal income taxes                                  (3.6)         (17.7)
     Net accretion of discount on debt securities                     (48.9)         (62.0)
     Net realized capital gains                                       (19.3)          (5.3)
                                                                    ----------     ----------
         Net cash provided by operating activities                     68.0          111.6
                                                                    ----------     ----------
Cash Flows from Investing Activities:
     Proceeds from sales of:
       Debt securities available for sale                           3,276.2        2,976.0
       Equity securities                                              130.5           87.4
     Investment maturities and collections of:
       Debt securities available for sale                             420.7        1,134.0
       Short-term investments                                          95.6           16.2
     Cost of investment purchases in:
       Debt securities available for sale                          (4,581.6)      (4,460.5)
       Equity securities                                             (170.2)        (159.2)
       Short-term investments                                         (14.2)         (87.5)
       Limited partnership                                               --          (25.0)
                                                                    ----------     ----------
         Net cash used for investing activities                      (843.0)        (518.6)
                                                                    ----------     ----------
Cash Flows from Financing Activities:
     Deposits and interest credited for investment contracts        1,461.9        1,328.6
     Withdrawals of investment contracts                             (803.8)        (705.3)
                                                                    ----------     ----------
         Net cash provided by financing activities                    658.1          623.3
                                                                    ----------     ----------

Net (decrease) increase in cash and cash equivalents                 (116.9)         216.3
Cash and cash equivalents, beginning of period                        623.3          536.1
                                                                    ----------     ----------

Cash and cash equivalents, end of period                             $506.4         $752.4
                                                                    ----------     ----------
                                                                    ----------     ----------
Supplemental cash flow information:
  Income taxes paid, net                                              $62.4          $69.1
                                                                    ----------     ----------
                                                                    ----------     ----------

</TABLE>

See Condensed Notes to Consolidated Financial Statements.


                                      F-29

<PAGE>

            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Life and Casualty Company)

              Condensed Notes to Consolidated Financial Statements


1.   BASIS OF PRESENTATION

     The consolidated financial statements include Aetna Life Insurance and
     Annuity Company and its wholly owned subsidiaries, Aetna Insurance Company
     of America, Systematized Benefits Administrators, Inc., Aetna Private
     Capital, Inc. and Aetna Investment Services, Inc. (collectively, the
     "Company").  Aetna Life Insurance and Annuity Company is a wholly owned
     subsidiary of Aetna Life and Casualty Company ("Aetna").

     The consolidated financial statements have been prepared in accordance with
     generally accepted accounting principles and are unaudited.  Certain
     reclassifications have been made to 1994 financial information to conform
     to 1995 presentation.  These interim statements necessarily rely heavily on
     estimates including assumptions as to annualized tax rates.  In the opinion
     of management, all adjustments necessary for a fair statement of results
     for the interim periods have been made.  All such adjustments are of a
     normal recurring nature.

2.   FEDERAL INCOME TAXES

     Net unrealized capital gains and losses are presented in shareholder's
     equity net of deferred taxes.  During the nine months ended September 30,
     1995, the Company moved from a net unrealized capital loss position of
     $189.0 million at December 31, 1994, to a net unrealized capital gain
     position of $111.2 million at September 30, 1995, primarily due to
     decreases in interest rates.  As a result, all valuation allowances
     previously established related to deferred tax assets on these capital
     losses were reversed, which had no impact on net income for the three and
     nine months ended September 30, 1995.


                                      F-30


















































<PAGE>
<PAGE>






                    VARIABLE ANNUITY ACCOUNT C
                    PART C - OTHER INFORMATION




Item 24.  Financial Statements and Exhibits
- -------------------------------------------


          (a)  Financial Statements:

               (1)  Inapplicable
               (2)  Included in Part B:

                    Financial  Statements   of  Variable  Annuity
                    Account C:
                    -    Independent Auditors' Report

                    -    Statement of Assets  and Liabilities  as
                         of December 31, 1994
                    -    Statement  of  Operations  for the  year
                         ended December 31, 1994

                    -    Statements  of Changes in Net Assets for
                         the  years ended  December 31,  1994 and
                         1993
                    -    Notes to Financial Statements

                    -    Unaudited   Statement   of  Assets   and
                         Liabilities as of September 30, 1995
                    -    Unaudited  Statement  of Operations  for
                         the  nine-month  period ended  September
                         30, 1995

                    -    Unaudited Statements of  Changes in  Net
                         Assets   for  nine-month   period  ended
                         September  30,  1995   and  year   ended
                         December 31, 1994
                    -    Notes to Financial Statements

                    Financial Statements of the Depositor:
                    -    Independent Auditors' Report

                    -    Consolidated  Statements  of Income  for
                         the  years ended December 31, 1994, 1993
                         and 1992
                    -    Consolidated   Balance   Sheets  as   of
                         December 31, 1994 and 1993




<PAGE>
<PAGE>






                    -    Consolidated  Statements  of Changes  in
                         Shareholder's Equity for the three years
                         ended December 31, 1994, 1993 and 1992
                    -    Consolidated  Statements  of Cash  Flows
                         for the years  ended December 31,  1994,
                         1993 and 1992

                    -    Notes    to    Consolidated    Financial
                         Statements
                    -    Unaudited Consolidated  Balance Sheet as
                         of September 30, 1995

                    -    Unaudited  Consolidated  Statements   of
                         Income for the nine-month  periods ended
                         September 30, 1995 and 1994
                    -    Unaudited  Consolidated   Statements  of
                         Changes in Shareholder's Equity  for the
                         nine-month  periods ended  September 30,
                         1995 and 1994

                    -    Unaudited  Consolidated   Statements  of
                         Cash  Flows  for the  nine-month periods
                         ended September 30, 1995 and 1994
                    -    Condensed    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  Group Combination  Annuity Contract
                    (Nonparticipating) (A001RP95)
          (4.2)     Form of Group Combination Annuity Certificate
                    (Nonparticipating) (A007RC95)

          (4.3)     Form  of  Group Combination  Annuity Contract
                    (Nonparticipating) (A020RV95))
          (4.4)     Form of Group Combination Annuity Certificate
                    (Nonparticipating) (A027RV95)

          (4.5)     Form of Endorsement  for Exchanged  Contracts
                    (EINRP95)



<PAGE>
<PAGE>






          (4.6)     Form of Endorsement  for Exchanged  Contracts
                    (EINRV95)
          (4.7)     Form of Endorsement for 401(a) Plans

          (5)       Form of Variable Annuity Contract Application
                    (300-MOP-IB)/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, 1993/5/

          (8.2)     Fund  Participation  Agreement between  Aetna
                    Life  Insurance  and   Annuity  Company   and
                    Calvert  Asset  Management  Company  (Calvert
                    Responsibly   Invested   Balanced   Portfolio
                    formerly Calvert SociallyResponsible  Series)
                    dated March 13, 1989 and amended December 27,
                    1993
          (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 &


<PAGE>
<PAGE>






                    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 27,
                    1992 and June 1, 1994/9/
          (9)       Opinion of Counsel****

          (10.1)    Consent of Independent Auditors
          (10.2)    Consent of Counsel (see item (9) above)

          (11)      Not applicable
          (12)      Not applicable

          (13)      Not applicable
          (14)      Not applicable

          (15.1)    Powers of Attorney/10/
          (15.2)    Authorization for Signatures/11/

          (16)      Computation of Performance Data
          (27)      Financial Data Schedule

/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.

/3/  Incorporated by reference to Registration Statement on  Form
     N-4 (File No. 33-91846) filed on May 1, 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.

<PAGE>
<PAGE>






/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/ Included   on  the  signature   page  of  this  Registration
     Statement
/11/ Incorporated by  Reference to Post-Effective Amendment No. 3
     to Registration Statement  on Form N-4  (File No.  33-75996)
     filed on February 21, 1995.

**** To be filed by amendment
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

<PAGE>
<PAGE>






David E. Bushong             Acting Chief Financial Officer 


Eugene M. Trovato            Vice  President,  Chief   Accounting
                             Officer and Corporte 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.





Item 26.   Persons Controlled by or Under Common Control with the
Depositor or Registrant

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


          Incorporated herein  by reference  to Item 26  to Post-
Effective Amendment No. 5  to Registration Statement on  Form N-4
(File No. 33-75982) as filed electronically on February 16, 1996.



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

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




<PAGE>
<PAGE>






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


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


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



Item 29.  Principal Underwriter

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


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

<PAGE>
<PAGE>






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.,  Series B  of 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, 1994:


<TABLE>
<CAPTION>




      (1)         (2)         (3)          (4)         (5)
                 Net      Compensation      

     Name    Underwriting      on           
      of       Discount    Redemption       

   Principal      and          or       Brokerage
  Underwriter CommissionsAnnuitization CommissionsCompensation*

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


  Aetna Life               $1,644,753              $62,552,321

   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.


<PAGE>
<PAGE>







Item 30.  Location of Accounts and Records

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


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


               Aetna  Life  Insurance and  Annuity
               Company
               151 Farmington Avenue

               Hartford, Connecticut 06156



Item 31.  Management Services

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


          Not applicable



Item 32.  Undertakings

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


          Registrant hereby undertakes:


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





<PAGE>
<PAGE>






          (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)  The Company hereby represents that it is relying
upon and complies with the provisions of Paragraphs (1) through
(4) of the SEC Staff's No-Action Letter dated November 22, 1988
with respect to language concerning withdrawal restrictions
applicable to plans established pursuant to Section 403(b) of the
Internal Revenue Code.  See American Counsel of Life Insurance;
SEC No-Action Letter, [1989 Transfer Binder] Fed. Sec. L. Rep.
(CCH) para. 78,904 at 78,533 (November 22, 1988). 


          (e)  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>
<PAGE>









                            SIGNATURES


          As required by the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant, Variable Annuity
Account C of Aetna Life Insurance and Annuity Company, has duly
caused this Registration Statement to be signed on its behalf in
the City of Hartford, State of Connecticut, on the 21th 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:  /s/ Daniel P. Kearney
                                        -------------------------


                                        Daniel P. Kearney
                                        Principal Executive
                                        Officer




          As required by the Securities Act of 1933 as amended,
this Registrant Statement has been signed by the following
persons in the capacities and on the dates indicated.  Each
person whose signature appears below hereby constitutes and
appoints Susan E. Bryant, Steven J. Lauwers, Julie E. Rockmore,
Josephine Cicchetti and W. Randolph Thompson and each of them
individually, such person's true and lawful attorneys and agents
with full power of substitution and resubstitution, for him or
her and in his or her own name, place and stead, in any and all
capacities, to sign for such person and in such person's name and
capacity as indicated below, any and all amendments including,
but not limited to, pre-effective and post-effective amendments
to this Registration Statement, hereby ratifying and confirming
such person's signature as it may be signed by said attorneys to
any and all amendments.

<PAGE>
<PAGE>







  <TABLE>

  <CAPTION>


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

  <S>                              <C>                          <C>        


  /s/ Daniel P. Kearney            Director and President
  ------------------------         (Principal Executive

  Daniel P. Kearney*               Officer)


  /s/ David E. Bushong             Acting Chief Financial
  ------------------------         Officer (principal

  David E. Bushong                 financial officer)


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

  Eugene M. Trovato


  /s/ Christopher J. Burns         Director                  Feb. -21- 1996
  ------------------------

  Christopher J. Burns*


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

  Laura R. Estes*


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

  Timothy A. Holt*






<PAGE>
<PAGE>






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

  Gail P. Johnson*     


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

  John Y. Kim*


                                   Director
  ------------------------

  Shaun P. Mathews



  /s/ Glen Salow                   Director

  ------------------------
  Glen Salow*


  /s/ Creed R. Terry               Director

  ------------------------
  Creed R. Terry


  </TABLE>


_________________


  * Represents a majority of the directors.















<PAGE>
<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 Group Combination Annuity Contract   _____

                    (Nonparticipating)(A001RP95)


  99-B.4.2          Form of Group Combination Annuity            _____
                    Certificate (Nonparticipating)(A007RC95)


  99-B.4.3          Form of Group Combination Annuity Contract   _____

                    (Nonparticipating)(A020RV95)


  99-B.4.4          Form of Group Combination Annuity            _____
                    Certificate (Nonparticipating)(A027RV95)


  99-B.4.5          Form of Endorsement for Exchange             _____

                    (EINRP95)

<PAGE>
<PAGE>






  99-B.4.6          Form of Endorsement for Exchange             _____
                    (EINRV95)


  99-B.4.7          Form of Endorsement for 401(a) Plans         _____


  99-B.5            Form of Variable Annuity Contract            *

                    Application (300-MOP-IB)


  99-B.6            Certificates 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)

<PAGE>
<PAGE>






  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 

<PAGE>
<PAGE>






                    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 (see item 99-B.9 above)   _____


  99-B.16           Computation of Performance Data              _____


  99-B.15.1         Powers of Attorney (see signature page)      _____


  99-B.15.2         Authorization for Signatures                 *


  99-B.27           Financial Data Schedule                      _____


  </TABLE>

_______________
 

  *     Incorporated by reference


****  To be filed by amendment

















**

<PAGE>
<PAGE>









  Exhibit 99-b.4.1




















































  <PAGE> 1
<PAGE>






  [Aetna Logo]        Aetna
                      Home Office: 151 Farmington Ave
                      Hartford, CT 06156
                      (800) 525-4225

                      You may  call  the toll-free  number  shown
                      above  to get answers  to questions or help
                      to resolve a complaint.

  Group Combination Annuity Contract (Nonparticipating)

  This  contract sets  forth all  the rights  and obligations  of
  Aetna  Life  Insurance  and Annuity  Company  (Aetna)  and  the
  Contract Holder(s) (you)  named on  the cover.   This  contract
  constitutes the entire contract.

  Specifications
  --------------------------------------------------------------
  Plan
  SPECIMEN
  --------------------------------------------------------------
  Type of Plan
  SPECIMEN
  --------------------------------------------------------------
  Contract Holder
  SPECIMEN1
  --------------------------------------------------------------
  Contract No.
  SPECIMEN
  --------------------------------------------------------------
  Effective Date
  SPECIMEN
  --------------------------------------------------------------
  This  contract is Delivered in YOUR STATE and is Subject to the
  Laws of that 
  Jurisdiction
  Please  read  this  contract  carefully.    It  sets forth,  in
  detail,  your rights  and obligations and  also those  of Aetna
  Life Insurance and Annuity Company

  Right to Cancel
  --------------------------------------------------------------
  The Contract Holder  may cancel this Contract within 10 days of
  receiving it  by returning this  Contract along with a  written
  notice to Aetna at  the above address or to the agent from whom
  it was  purchased. Within 7  days after it  receives the notice
  of  cancellation and  this Contract at  its Home  Office, Aetna
  will return the entire consideration paid  plus any increase or
  minus any decrease  in the current value of any funds allocated
  to the Separate Account.



  <PAGE> 2
<PAGE>






  Signed at the Home Office on the 
  Effective Date..

       /s/Daniel P. Kearney     /s/Susan E. Schechter

       President                Secretary

  ALL PAYMENTS  AND VALUES PROVIDED  BY THE CONTRACT, WHEN  BASED
  ON INVESTMENT  EXPERIENCE OF A  SEPARATE ACCOUNT, ARE  VARIABLE
  AND  ARE  NOT GUARANTEED  AS  TO  FIXED  DOLLAR  AMOUNT.   THIS
  CONTRACT   CONTAINS   A  MARKET   VALUE   ADJUSTMENT   FORMULA.
  APPLICATION OF A  MARKET VALUE ADJUSTMENT MAY RESULT  IN EITHER
  AN  INCREASE OR  DECREASE  IN THE  CURRENT  VALUE.   THE MARKET
  VALUE ADJUSTMENT FORMULA  DOES NOT  APPLY TO A  GUARANTEED TERM
  AT THE TIME OF ITS MATURITY.





  Specifications
  --------------------------------------------------------------
  Guaranteed     There  is   a  guaranteed   interest  rate   for
                 Contributions(s) held
  Interest Rate  in the  Fixed Plus  Account and  the GA  Account
                 (see Contract Schedule I).
  --------------------------------------------------------------
  Deductions     There  will  be  deductions  for  mortality  and
                 expense risks and
  from the       administrative fees (see 3.07 and 5.07).
  Separate
  Account
  --------------------------------------------------------------
  Deductions     Contribution(s) are subject  to a deduction  for
                 premium taxes,
  from                if any (see 3.02).
  Contribution(s)
  --------------------------------------------------------------
  Withdrawal     There may be  a charge deducted  upon withdrawal
                 (see Contract
  Fee            Schedule I).

  This Contract  is  a  legal contract.  This  Contract  and  any
  attached document  and subsequent endorsements  constitutes the
  entire  legal  relationship  between  Aetna  and  the  Contract
  Holder.

  READ  THIS CONTRACT  CAREFULLY. This  Contract  sets forth,  in
  detail,  all of  the  rights and  obligations  of both  you and
  Aetna.  IT IS THEREFORE  IMPORTANT THAT YOU READ  THIS CONTRACT
  CAREFULLY.


  <PAGE> 3
<PAGE>






  Table of Contents 

  Separate Account  . . . . . . . . . . . . . . . . . . . . .   7

       Separate Account:  . . . . . . . . . . . . . . . . . .   7
       Charges to Separate Account: . . . . . . . . . . . . .   7

  Fixed Plus Account  . . . . . . . . . . . . . . . . . . . .   7

       Minimum Guaranteed Interest Rate:  . . . . . . . . . .   7
       Partial Withdrawal:  . . . . . . . . . . . . . . . . .   7
       Full Withdrawal: . . . . . . . . . . . . . . . . . . .   7

  Guaranteed Accumulation Account (GA Account)  . . . . . . .   8

       Minimum Guaranteed Interest Rate:  . . . . . . . . . .   8

  Separate Account and GA Account . . . . . . . . . . . . . .   8

       Withdrawal Fee:  . . . . . . . . . . . . . . . . . . .   8

  Separate Account, GA Account and Fixed Plus Account . . . .   9

       Transfers: . . . . . . . . . . . . . . . . . . . . . .   9
       Maintenance Fee: . . . . . . . . . . . . . . . . . . .   9
       Systematic Withdrawal Option (SWO):  . . . . . . . . .   9
       Loan Interest Rate:  . . . . . . . . . . . . . . . . .   9

  Separate Account  . . . . . . . . . . . . . . . . . . . . .  11

       Charges to Separate Account: . . . . . . . . . . . . .  11
       Variable Annuity Assumed Annual Net Return Rate: . . .  11
       Annuity Option 2:  . . . . . . . . . . . . . . . . . .  11

  Fixed Annuity . . . . . . . . . . . . . . . . . . . . . . .  11

       Minimum Guaranteed Interest Rate:  . . . . . . . . . .  11

  DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . .  13

       1.01 Accumulation Period:  . . . . . . . . . . . . . .  13
       1.02 Adjusted Current Value: . . . . . . . . . . . . .  13
       1.03 Annuitant:  . . . . . . . . . . . . . . . . . . .  13
       1.04 Annuity:  . . . . . . . . . . . . . . . . . . . .  13
       1.05 Beneficiary:  . . . . . . . . . . . . . . . . . .  13
       1.06  Code:  . . . . . . . . . . . . . . . . . . . . .  13
       1.07 Contract Holder:  . . . . . . . . . . . . . . . .  13
       1.08 Contribution: . . . . . . . . . . . . . . . . . .  13
       1.09 Current Value:  . . . . . . . . . . . . . . . . .  13
       1.10 Deposit Period: . . . . . . . . . . . . . . . . .  14
       1.11 Fixed Plus Account: . . . . . . . . . . . . . . .  14
       1.12 Fixed Plus Account Guaranteed Interest Rate:  . .  14

  <PAGE> 4
<PAGE>






       1.13 Fixed Annuity:  . . . . . . . . . . . . . . . . .  14
       1.14 Fund(s):  . . . . . . . . . . . . . . . . . . . .  14
       1.15 General Account:  . . . . . . . . . . . . . . . .  14
       1.16 Guaranteed Accumulation Account (GA Account): . .  14
       1.17 GA Account Guaranteed Interest Rate:  . . . . . .  14
       1.18 Guaranteed Term (Term): . . . . . . . . . . . . .  15
       1.19 Individual Account: . . . . . . . . . . . . . . .  15
       1.20 Loan Account: . . . . . . . . . . . . . . . . . .  15
       1.21  Loan Effective Date: . . . . . . . . . . . . . .  15
       1.22 Loan Interest Rate: . . . . . . . . . . . . . . .  15
       1.23 Maintenance Fee:  . . . . . . . . . . . . . . . .  15
       1.24 Market Value Adjustment (MVA):  . . . . . . . . .  15
       1.25 Matured Term Value: . . . . . . . . . . . . . . .  15
       1.26 Matured Term Value Transfer:  . . . . . . . . . .  16
       1.27 Maturity Date:  . . . . . . . . . . . . . . . . .  16
       1.28 Monthly Average Corporates: . . . . . . . . . . .  16
       1.29 Net Contribution: . . . . . . . . . . . . . . . .  16
       1.30 Nonunitized Separate Account: . . . . . . . . . .  16
       1.31 Participant:  . . . . . . . . . . . . . . . . . .  16
       1.32 Plan: . . . . . . . . . . . . . . . . . . . . . .  16
       1.33 Reinvestment: . . . . . . . . . . . . . . . . . .  16
       1.34 Separate Account: . . . . . . . . . . . . . . . .  17
       1.35 Transfer: . . . . . . . . . . . . . . . . . . . .  17
       1.36  Transferred Assets:  . . . . . . . . . . . . . .  17
       1.37 Valuation Period: . . . . . . . . . . . . . . . .  17
       1.38 Variable Annuity: . . . . . . . . . . . . . . . .  17
       1.39 Withdrawal Fee: . . . . . . . . . . . . . . . . .  17

  II. GENERAL PROVISIONS  . . . . . . . . . . . . . . . . . .  17

       2.01 Change of Contract: . . . . . . . . . . . . . . .  17
       2.02 Change of Fund: . . . . . . . . . . . . . . . . .  18
       2.03 Nonparticipating Contract:  . . . . . . . . . . .  18
       2.04 Payments: . . . . . . . . . . . . . . . . . . . .  18
       2.05 State Laws: . . . . . . . . . . . . . . . . . . .  18
       2.06 Control of Contract:  . . . . . . . . . . . . . .  18
       2.07 Designation of Beneficiary: . . . . . . . . . . .  19
       2.08 Misstatements and Adjustments:  . . . . . . . . .  19
       2.09 Incontestability: . . . . . . . . . . . . . . . .  20
       2.10 Grace Period: . . . . . . . . . . . . . . . . . .  20
       2.11 Individual Certificates:  . . . . . . . . . . . .  20
       2.12 Aggregation of Contracts: . . . . . . . . . . . .  20

  III. CONTRIBUTIONS, CURRENT VALUE, AND WITHDRAWAL PROVISIONS  20

       3.01 Individual Account: . . . . . . . . . . . . . . .  20
       3.02 Net Contribution(s):  . . . . . . . . . . . . . .  20
       3.03 Limitation on Contributions:  . . . . . . . . . .  21
       3.04 Experience Credits: . . . . . . . . . . . . . . .  21
       3.04 Fund Record Units:  . . . . . . . . . . . . . . .  21
       3.05  Fund Record Unit Value:  . . . . . . . . . . . .  21
       3.06 Fund Net Return Factors:  . . . . . . . . . . . .  21

  <PAGE> 5
<PAGE>






       3.07  Market Value Adjustment (MVA): . . . . . . . . .  22
       3.08 Transfer(s):  . . . . . . . . . . . . . . . . . .  23
       3.09  Notice to the Contract Holder: . . . . . . . . .  23
       3.10  Loans: . . . . . . . . . . . . . . . . . . . . .  24
       3.11 Manner and Timing of Distributions: . . . . . . .  25
       3.12 Withdrawal: . . . . . . . . . . . . . . . . . . .  26
       3.13 Withdrawal Value: . . . . . . . . . . . . . . . .  26
       3.14 Withdrawal Restrictions:  . . . . . . . . . . . .  26
       3.15 Withdrawals from the GA Account:  . . . . . . . .  27
       3.16 Withdrawal Fee Applicable to Funds and GA Account:  27
       3.17 Payment of Fixed Plus Account Full Withdrawal:  .  28
       3.18 Reinstatement:  . . . . . . . . . . . . . . . . .  28
       3.19 Payment of Minimum Current Value: . . . . . . . .  28
       3.20  Amount  Payable  at Death  (Before  Annuity Payments
       Start):  . . . . . . . . . . . . . . . . . . . . . . .  28

  IV. NON-ANNUITY DISTRIBUTION OPTIONS  . . . . . . . . . . .  29

       4.01 Distribution Options: . . . . . . . . . . . . . .  29
       4.02 Estate Conservation Option: . . . . . . . . . . .  29
       4.03 Systematic Withdrawal Option: . . . . . . . . . .  30

  V. ANNUITY PROVISIONS . . . . . . . . . . . . . . . . . . .  32

       5.01 Choices:  . . . . . . . . . . . . . . . . . . . .  32
       5.02 Terms of Annuity Options: . . . . . . . . . . . .  33
       5.03 Annuity Payments to Annuitant:  . . . . . . . . .  33
       5.04 Death Provision:  . . . . . . . . . . . . . . . .  33
       5.05 Fund Annuity Units: . . . . . . . . . . . . . . .  34
       5.06 Fund Annuity Unit Value:  . . . . . . . . . . . .  34
       5.07 Fund Annuity Net Return Factor: . . . . . . . . .  34
       5.08 Annuity Options:  . . . . . . . . . . . . . . . .  34





















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                        Contract Schedule I
                              Level A
                        Accumulation Period

  Separate Account
  ______________________________________________________________

  Separate Account:

       Variable Annuity Account C

  Charges to Separate Account:

       A  daily  charge  is  deducted  from  any portion  of  the
       Current  Value  allocated to  the  Separate  Account.  The
       charge is determined  by the value of total assets held by
       Aetna under  this Contract  and other  Aetna contracts  of
       the  same  class,   on  each  anniversary  date   of  this
       Contract.  The  daily  charge for  Annuity  mortality  and
       expense risk  and profit (M &  E) will be adjusted  (up or
       down) no  less often than  annually to reflect changes  in
       the  Current Value  of all Plan  Accounts. The charge will
       include  a  daily  administrative  charge  which will  not
       exceed [0.25%] on an annual basis.

         Total Assets        M & E      Administrative Charge 
                    (annual effective rate)(annual effective rate)
         _______________________________________________________

         Less than $500,000                   1.25%0.25%
            500,000 -  1,000,000              1.25%0.25%
          1,000,001 -  5,000,000              1.25%0.25%
          5,000,001 - 15,000,000              1.25%0.25%

         Greater than 15,000,000              1.25%0.25%

          Initial Charges  will be based on  Aetna's estabed year
          end asset level for the Contract Holder

  Fixed Plus Account
  ______________________________________________________________

  Minimum Guaranteed Interest Rate:

           [3%] (effective annual rate of return).

          Beginning  on  the tenth  anniversary of  the effective
          date  of  an  Individual  Account,  Aetna  will  credit
          amounts with an  interest rate that  is at least  0.25%
          higher  than  the  then   declared  interest  rate  for
          Individual Accounts before the tenth anniversary.


  <PAGE> 8
<PAGE>






  Partial Withdrawal:

          The  [20%]   annual  limit  applicable  to   a  partial
          withdrawal from the Fixed  Plus Accounts will be waived
          when the withdrawal is:

          a)   due  to the Participant's  death (within [six (6)]
               months of the Participant's date of death), before
               Annuity benefit payments begin; or
          b)   used to purchase Annuity benefits.




  Full Withdrawal:

          The  Payment  of  Fixed Plus  Account  Full  Withdrawal
          provision will  be waived when the withdrawal is:

          a)   Due  to  the  Participant's death  before  Annuity
               payments begin and request for payment is received
               within six (6) months after the Participant's date
               of death;
          b)   Used to purchase Annuity benefits; or
          c)   When  the  amount in  the  Fixed  Plus Account  is
               $3,500 or less and no amount has been surrendered,
               transferred, taken  as a loan or  used to purchase
               Annuity benefits during the prior 12 months.

  Guaranteed Accumulation Account (GA Account)
  ______________________________________________________________
  Minimum Guaranteed Interest Rate:

          [3%] (effective annual rate of return).

  Separate Account and GA Account
  ______________________________________________________________
  Withdrawal Fee:

               Length of Time from Individual

               Account(s) Effective Date (Years)Withdrawal Fee

               Fewer than 5                      5%

               5 or more, but fewer than 7       5%

               7 or more, but fewer than 9       5%

               9 or more, but fewer than 10     5% 

               10 or more                        5%

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<PAGE>






          The  withdrawal  fee  will  not be  deducted  from  any
          portion  of  the  Individual Account(s)  Current  Value
          which is paid:

          -    Due  to  the  Participant's death  before  Annuity
               payments begin;
          -    Used to purchase Annuity benefits;
          -    Due  to the  election of  the Estate  Conservation
               Option  (ECO) or the  Systematic Withdrawal Option
               (SWO) (see Section IV);
          -    In  an amount equal to  or less than  [10%] of the
               Individual Account Current  Value, as part of  the
               first  partial  withdrawal request  in  a calendar
               year to a Participant  who is at least age  59 1/2
               and  less than  70  1/2.   The Individual  Account
               Current  Value is  calculated as  of the  date the
               partial  withdrawal request  is  received in  good
               order at  Aetna's Home  Office.   Any  outstanding
               loans  from  the Individual  Account  are excluded
               when  calculating  the Individual  Account Current
               Value.   This provision does not  apply to partial
               withdrawal  due to  loan  defaults  made from  the
               Individual  Account and  does  not apply  to  full
               withdrawal requests.   This  provision may  not be
               exercised if SWO is elected;
          -    When  the Individual  Account(s) Current  Value is
               [$3,500] or less and no amount has been withdrawn,
               taken  as  a  loan  or used  to  purchase  Annuity
               benefits during the prior [12] months;
          -    To relieve a  Participant's "financial  hardship,"
               as  may be  allowed  for  annuity contracts  under
               Section 403(b)  of the  Code  or other  applicable
               Internal Revenue Service rules or regulations; or
          -    On  account of  a  Participant's  separation  from
               service.   The   Contract   Holder   must   submit
               documentation  satisfactory  to  Aetna to  confirm
               that   the  Participant  is  no  longer  providing
               services to the employer.

          -    The withdrawal fee will never exceed 8 1/2% of the
               total   Contributions   made  to   the  Individual
               Account.


  Separate Account, GA Account and Fixed Plus Account
  ______________________________________________________________

  Transfers:

          An unlimited number of Transfers may be made during the
          Accumulation Period.


  <PAGE> 10
<PAGE>






  Maintenance Fee:

          An annual Maintenance Fee may be charged, as determined
          by the value of total assets held  by Aetna  under this
          Contract and  other Aetna contracts of  the same class,
          on  each  anniversary  date   of  this  Contract.   The
          Maintenance  Fee may  go up  or down  each  year. Where
          applicable,  the Maintenance  Fee will  be charged  for
          each Participant in the Contract.


                 Total Assets                  Maintenance Fee
  ______________________________________________________________

              Less than $500,000                    $25.00
              500,000 -  1,000,000                  $25.00
            1,000,001 -  5,000,000                  $25.00
            5,000,001 - 15,000,000                  $25.00

            Greater than 15,000,000                 $25.00

          Initial charges will be based on Aetna's estimated year
          end asset level for the Contract Holder



  Systematic Withdrawal Option (SWO):

          The Specified  Payment or Specified Percentage  may not
          be greater than 20% of the Individual Account's Current
          Value at the time of election. The Specified Period may
          not be less than 5 years.

  Loan Interest Rate:

          a)   Plans subject to ERISA:   a Loan Interest Rate  is
               set  on the first business day of each month.  For
               each loan, the initial Loan Interest Rate is equal
               to the Monthly Average Corporates for the calendar
               month  beginning  two months  before  the calendar
               month  in which  the Loan  Effective  Date occurs.
               The initial Loan Interest  Rate is effective for a
               period of not  less than three months and not more
               than one  year.   The period  is specified  in the
               loan  agreement.    For   each  period,  the  Loan
               Interest Rate is  adjusted if the  new rate is  at
               least  [0.5%]  higher or  lower than  the previous
               rate.  The  Participant  will  receive  reasonable
               notification  of any change  to the  Loan Interest
               Rate.

          b)   Plans  not subject  to  ERISA:  [6%]  on an annual

  <PAGE> 11
<PAGE>






               basis.

          See Section I. - DEFINITIONS for explanations. 


















































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                        Contract Schedule II
                           Annuity Period


  Separate Account
  ______________________________________________________________


  Charges to Separate Account:

          A daily charge at an annual effective rate of 1.25% for
          mortality and expense risk and profit (M&E) is deducted
          from any portion  of the Current  Value allocated to  a
          Variable   Annuity.   The   administrative  charge   is
          established upon  election of  an Annuity  option. This
          charge will not exceed [0.25%].

  Variable Annuity Assumed Annual Net Return Rate:

          If a  Variable Annuity is chosen, an assumed annual net
          return  rate of [5.0%] may be elected. If [5.0%] is not
          elected, Aetna  will use  an assumed annual  net return
          rate of [3.5%].

          The daily net  return rate factor for an assumed annual
          net return rate [3.5%] per year is [0.9999058].

          The daily net return rate factor for an assumed  annual
          net return ate [5.0%] per year is [0.9998663].

          If the portion  of a Variable  Annuity payment for  any
          Fund  is not  to  decrease, the  Annuity return  factor
          under the Separate Account for that Fund must be:

          a)   [4.75%] on  an annual basis plus  an annual return
               of  up to  [0.25%]  to  offset the  administrative
               charge set  at the time  Annuity payments commence
               if an  assumed annual net return rate of [3.5%] is
               chosen; or

          b)   [6.25%] on  an annual basis plus  an annual return
               of up  to  [0.25%] to  offset  the  administrative
               charge set at the  time Annuity payments commence,
               if an  assumed annual net  return rate of  [5%] is
               chosen.

   Annuity Option 2:

          For amounts invested in  the GA Account or one  or more
          of  the Fund(s), the number  of years must  be at least
          [five  (5)] and  not more  than  [thirty (30)]  and the
          Annuity may be a Fixed or Variable Annuity.

  <PAGE> 14
<PAGE>






          For  amounts invested  in the  Fixed Plus  Account, the
          number of years  must be  at least [five  (5)] and  not
          more than [thirty (30)] and the Annuity must be a Fixed
          Annuity.


  Fixed Annuity
  ______________________________________________________________


   Minimum Guaranteed Interest Rate:

           [3.0%] (effective annual rate of return).








































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  Definitions
  ______________________________________________________________
  1.01    Accumulation Period:
               The  period during  which Net  Contribution(s) are
               applied to an Individual Account.

  1.02    Adjusted Current Value:
               The  Current Value  (See  1.09)  of an  Individual
               Account  (See 1.19  and  3.01) plus  or minus  any
               applicable  aggregate  GA  Account   Market  Value
               Adjustment, if applicable (See 3.08).

  1.03    Annuitant:
               A person on whose life an Annuity payment is based
               under this Contract.

  1.04    Annuity:
               Payment  of an income under the Annuity Provisions
               of Section V:

               a)   For the life of one or two persons;
               b)   For a stated period; or
               c)   For some combination of (a) and (b). 

               Upon   certification  by   the  employer   of  the
               Participant's  total   disability,  acceptance  of
               retirement  or  termination  of   employment,  the
               Participant has  the  right to  elect  an  Annuity
               Option. Upon written  direction from the Employer,
               Aetna will  pay annuity benefits  directly to  the
               Participant   and  as   payor,   Aetna   will   be
               responsible for withholding any applicable federal
               or state taxes and  reporting such sums and filing
               any   related  forms  with  the  Internal  Revenue
               Service  and/or  to  any applicable  state  taxing
               authorities.  In the  event  of the  death of  the
               Participant, Aetna will distribute the accumulated
               balance of the  deceased Participant's  Individual
               Account, without surrender charges,  as previously
               directed by the  electing Participant,  or in  the
               absence  of such  directions, as  directed  by the
               Participant's beneficiary.

  1.05    Beneficiary:
               The  person named  to receive  any benefits  which
               remain  under the Contract after the Participant's
               death.  The   Contract  Holder  is   the  Contract
               Beneficiary.   Participants   designate   a   Plan
               beneficiary for their Individual Accounts.

  1.06    Code:
               The Internal Revenue Code of 1986, as amended.

  <PAGE> 17
<PAGE>






  1.07    Contract Holder:
               The entity,  named on the cover  of this Contract,
               to which the Contract is issued.

  1.08    Contribution:
               A  payment  received  at Aetna's  Home  Office and
               allocated to this Contract.

  1.09    Current Value:
               For an Individual Account  (See 1.19), the Current
               Value is the total of:
               a)   The  amount,  if  any,  in   the  Fixed  Plus
                    Account, with interest earned to date;
               b)   The amount,  if any, in the  GA Account, with
                    interest earned to date; and
               c)   The  value  of  all  Fund  Record  Units (See
                    3.05),  if   any,  as  of  the   most  recent
                    Valuation Period; plus
               d)   Any amount due to experience credits; less
               e)   Any Maintenance Fee(s) due.

  1.10    Deposit Period:
               A calendar month, a calendar quarter, or any other
               period of time specified by Aetna during which Net
               Contribution(s),  Transfers and  Reinvestments are
               accepted  into  the GA  Account  for  one or  more
               Terms.

  1.11    Fixed Plus Account:

               An accumulation option  with a guaranteed  minimum
               interest  rate.  Aetna may  credit  a higher  rate
               which   is  not  guaranteed.   No  withdrawal  fee
               applies.   However,  the   portion  that   may  be
               withdrawn or  transferred in a 12  month period is
               restricted (See 3.09, 3.18 and 3.19).

  1.12    Fixed Plus Account Guaranteed Interest Rate:

               Aetna will add interest daily at an annual rate no
               less than that shown on Contract Schedule I on any
               Net Contribution(s)  to  the Fixed  Plus  Account.
               Aetna  may add  interest  daily at  a higher  rate
               determined by its Board of Directors.

  1.13    Fixed Annuity:

               An  Annuity  with payments  that  do  not vary  in
               amount.

  1.14    Fund(s):


  <PAGE> 18
<PAGE>






               The  open-end   registered  management  investment
               companies  (mutual funds)  in  which the  Separate
               Account invests.

  1.15    General Account:

               The account  holding  the assets  of Aetna,  other
               than  those   assets  held  in   Aetna's  Separate
               Account(s) and Nonunitized Separate Account(s).

  1.16    Guaranteed Accumulation Account (GA Account):

               An  accumulation  option  where  Aetna  guarantees
               stipulated  rate(s) of  interest  for a  specified
               period  of time.  All assets  of Aetna,  including
               amounts in the  Nonunitized Separate Account,  are
               available  to  meet  the  guarantees  for  the  GA
               Account.

  1.17    GA Account Guaranteed Interest Rate:

               Aetna will declare the interest rate(s) applicable
               to a specific Guaranteed Term at the start  of the
               Deposit  Period  for  that  Guaranteed  Term.  The
               rate(s) are guaranteed  by Aetna for  that Deposit
               Period  and  the   ensuing  Guaranteed  Term.  The
               Guaranteed  Interest  Rates  are annual  effective
               yields. That  is, interest is credited  daily at a
               rate  that will  produce  the Guaranteed  Interest
               Rate  over the  period  of a  year. No  Guaranteed
               Interest Rate  will ever be less  than the Minimum
               Guaranteed   Interest   Rate  shown   on  Contract
               Schedule I.

               For  Guaranteed Terms  of  one year  or less,  one
               Guaranteed Interest Rate is  credited for the full
               Guaranteed Term. For  longer Guaranteed Terms,  an
               initial Guaranteed Interest  Rate is credited from
               the  date of  deposit to  the end  of a  specified
               period within the  Guaranteed Term.  There may  be
               different Guaranteed Interest Rate(s) declared for
               subsequent specified time intervals throughout the
               Guaranteed Term.

  1.18    Guaranteed Term (Term):
               The period of time for which GA Account Guaranteed
               Rates   are   guaranteed  on   Net  Contributions,
               Transfers  and Reinvestments  made into  a current
               Deposit Period  for  the GA  Account. Such  period
               begins  on  the day  following  the  close of  the
               Deposit Period and ends on the designated Maturity
               Date.  Guaranteed Terms  are  offered  at  Aetna's

  <PAGE> 19
<PAGE>






               discretion for various lengths  of time ranging up
               to and  including ten years and  are classified as
               follows:

               Short  Term:  Three (3)  or  fewer  years. Amounts
               allocated  to a short Term are held in the General
               Account.

               Long Term: More than three (3) years, but not more
               than ten  (10). Amounts  allocated to a  long Term
               are held in the Nonunitized Separate Account.

               During a  Deposit Period, Aetna may make available
               any  number  of  Guaranteed  Terms.  The  Contract
               Holder,  or Participant, if  authorized in writing
               by   the   Contract  Holder,   may   allocate  Net
               Contributions and Transfers into any or all of the
               available Guaranteed Terms.

  1.19    Individual Account:
               Account(s)   established,   as  directed   by  the
               Contract Holder,  for each  Participant to  keep a
               record   of   Current   Value   (See   1.09)   and
               transactions.

  1.20    Loan Account:
               For  each loan  taken by  a Participant,  the loan
               amount  transferred from the investment options is
               credited to the Loan Account.

  1.21    Loan Effective Date:

               The  date  of  on  which  Aetna  receives  a  loan
               agreement in good order at its Home Office.

  1.22    Loan Interest Rate:

               The  interest rate  Aetna  charges  on a  loan(see
               Contract Schedule I).

  1.23    Maintenance Fee:

               The Maintenance  Fee will  be deducted  during the
               Accumulation Period  from the sum  of the  Current
               Value  of  Participant's Individual  Accounts (see
               2.12  Aggregation  of  Contracts)  and  upon  full
               surrender   of    the   Participant's   Individual
               Accounts,   unless   otherwise  directed   by  the
               Contract   Holder.   The   Maintenance   Fee   for
               Individual Accounts will be as established for the
               Contract  on Contract Schedule  I. The Maintenance
               Fee  is  deducted on  a  pro rata  basis  from all

  <PAGE> 20
<PAGE>






               options  used  under  a  Participant's  Individual
               Account.  However, the  Maintenance  Fee does  not
               apply   to   each   separate  Individual   Account
               established   for   purposes   of   a   lump   sum
               Contribution.

  1.24    Market Value Adjustment (MVA):

               An adjustment to the amount  prematurely withdrawn
               or Transferred  from a GA Account  Guaranteed Term
               prior  to the  end  of that  Guaranteed Term.  The
               adjustment reflects the change in the value of the
               investment due  to changes in interest rates since
               the  date of  deposit  and is  computed using  the
               formula given in 3.08. The adjustment is expressed
               as a percentage of each dollar being withdrawn.

  1.25    Matured Term Value:

               The  amount  payable  on a  GA  Account Guaranteed
               Term's Maturity Date.

  1.26    Matured Term Value Transfer:

               During the calendar  month following a  GA Account
               Maturity Date, the Contract Holder, or Participant
               if authorized in writing  by the Contract  Holder,
               may  notify  Aetna's  Home  Office  in writing  to
               Transfer or  withdraw all  or part of  the Matured
               Term Value,  plus interest at  the new  Guaranteed
               Interest Rate accrued thereon, from the GA Account
               without an MVA. This provision only applies to the
               first  such  written  request  received  from  the
               Contract Holder, or  Participant if authorized  in
               writing by the Contract Holder, during this period
               for any Matured Term Value.

  1.27    Maturity Date:

               The last day of a GA Account Guaranteed Term.

  1.28    Monthly Average Corporates:

               Moody's   Corporate  Bond   Yield  Average-Monthly
               Average Corporates published  by Moody's Investors
               Service,  or its  successor,  or  a  substantially
               similar  average  as  may  be allowed  by  law  or
               regulation.

  1.29    Net Contribution:

                A Contribution less any applicable premium taxes.

  <PAGE> 21
<PAGE>






  1.30    Nonunitized Separate Account:

               An account established by Aetna under Section 38a-
               433 of the Connecticut General Statutes that holds
               assets  for  GA Account  Terms (See  1.18) greater
               than  three  years.  The  Contract  Holder  and/or
               Participant does not participate in the investment
               gain  or   loss  from  the  assets   held  in  the
               Nonunitized Separate Account. Such gain or loss is
               borne entirely  by Aetna.  Assets in  this account
               may be charged with liabilities arising out of any
               other Aetna business.

  1.31    Participant:
               A  person  who participates  in  the  Plan of  the
               Contract  Holder  named  on  the  cover  of   this
               Contract.




  1.32    Plan:
               The  Plan, named  on the  cover of  this Contract,
               established under Code Section 403(b). The Plan is
               not  a part of the Contract and Aetna is not bound
               by its terms.

  1.33    Reinvestment:

               Aetna will  mail a notice to  the Contract Holder,
               or  Participant if  applicable, at  least eighteen
               (18)  calendar  days  before a  Guaranteed  Term's
               Maturity Date. This notice will  contain the Terms
               available  during the current Deposit Periods with
               their  Guaranteed  Interest Rate(s)  and projected
               Matured Term  Value. If  no specific  direction is
               given by  the Contract Holder  or Participant,  if
               applicable,  prior  to  the  Maturity  Date,  each
               Matured Term  Value  will  be  reinvested  in  the
               current Deposit Period  for a  Guaranteed Term  of
               the  same duration.  If a  Guaranteed Term  of the
               same  duration is  unavailable, each  Matured Term
               Value  will automatically  be  reinvested  in  the
               current  Deposit  Period  for  the  next  shortest
               Guaranteed    Term    available   in    the   same
               classification. If no  shorter Guaranteed Term  is
               available, the next longer Guaranteed Term will be
               used. Aetna  will mail a confirmation statement to
               the Contract Holder or Participant, if applicable,
               the  next business  day after  the Maturity  Date.
               This  notice will  state  the Guaranteed  Term and
               Guaranteed  Interest Rate(s)  which will  apply to

  <PAGE> 22
<PAGE>






               the reinvested Matured Term Value.

  1.34    Separate Account:

               An  account, established  by  Aetna under  Section
               38a-433 of the Connecticut General  Statutes, that
               buys and  holds  shares of  the Fund(s)  available
               under  this  Contract.  Income, gains  or  losses,
               realized or unrealized are credited or charged  to
               the  Separate  Account  without  regard  to  other
               income, gains  or losses of Aetna.  Aetna owns the
               assets held in  the Separate Account and  is not a
               trustee of such amounts.  Amounts in the  Separate
               Account are not generally guaranteed and  are held
               at  market  value.  The  assets  of  the  Separate
               Account,  to  the  extent  of  reserves  and other
               contract  liabilities of  the  Account, cannot  be
               charged  with other Aetna  liabilities arising out
               of any other Aetna business.

  1.35    Transfer:

               The  movement   of  invested  amounts   among  the
               available Fund(s); the Fixed  Plus Account and the
               GA Account during the Accumulation Period.

  1.36    Transferred Assets:  

               Transferred   Assets  are   the  value   of  prior
               contributions   with   another  carrier   into  an
               existing   Plan  which  are  deposited  into  this
               Contract as of the date the amount is  received in
               good order by Aetna.  Transferred Assets, less any
               premium  tax, will  be  allocated  to  Participant
               Individual Accounts  in amounts authorized  by the
               Contract Holder.

  1.37    Valuation Period:

               The period of  time commencing at  the end of  one
               valuation  date and ending at the  end of the next
               valuation date.

  1.38    Variable Annuity:

               An Annuity  with payments  that vary with  the net
               investment results  of the Funds  available during
               the Annuity period.

  1.39    Withdrawal Fee:

               If  all or  any portion  of an  Individual Account

  <PAGE> 23
<PAGE>






               Value is withdrawn during the Accumulation Period,
               a  percentage  of  the  amount  withdrawn  may  be
               deducted so  that the Aetna may  recover sales and
               administrative related expenses.


  II.     GENERAL PROVISIONS
  ______________________________________________________________

  2.01    Change of Contract:

               Only an authorized officer of Aetna may change the
               terms of this Contract.  Aetna reserves the  right
               to  modify this Contract  to meet the requirements
               of   applicable   state   and   federal   laws  or
               regulations. Aetna will notify the Contract Holder
               and Certificate Holder in writing of any changes.

               Aetna may change  the tables  for determining  the
               amount   of   Annuity  benefit   payments  without
               Contract  Holder consent. Such  a change  will not
               become  effective earlier than twelve months after
               (1) the effective date of the Contract, or (2) the
               effective date  of a  previous change.  Aetna will
               notify the  Contract Holder  in  writing at  least
               thirty (30) days before  the effective date of the
               change. The  change will apply to  all current and
               future Individual Accounts.

  2.02    Change of Fund:

               Aetna, or the Separate Account may:

               a)   Change  the Fund(s)  in  which  the  Separate
                    Account invests; and/or
               b)   Replace the shares of any Fund(s) held in the
                    Separate  Account  with shares  of  any other
                    Fund(s).

               Changes must be:

               a)   Approved  by a majority  vote in the Separate
                    Account  with  respect to  the  Fund(s) whose
                    shares are to be replaced
               b)   Deemed   necessary   by   Aetna   under   the
                    Investment Company Act of 1940; or
               c)   Deemed necessary  by Aetna to  accomplish the
                    purpose of the Separate Account.

               Aetna will notify the  Contract Holder of any such
               change.


  <PAGE> 24
<PAGE>






  2.03    Nonparticipating Contract:

               The    Contract     Holder,    Participants,    or
               Beneficiaries will  not have  a right to  share in
               the earnings of Aetna.

  2.04    Payments:

               a)   Aetna will make distributions as  directed by
                    the Contract Holder. Aetna will determine the
                    amount  of payments  based on  the Individual
                    Account Current Value as of the date on which
                    a  request  is  received  in  good  order  at
                    Aetna's  Home Office.  Payments will  be made
                    within seven (7) calendar  days of receipt of
                    a written  request in good  order at  Aetna's
                    Home Office.
               b)   Aetna may defer payments: 

                    1)   for  a period  of up  to six  (6) months
                         (unless not allowed by state law); and 

                    2)   as allowed by federal law.

  2.05    State Laws:

               This Contract complies with  the laws of the state
               in  which  it is  delivered.  Any  cash, death  or
               Annuity payments are equal  to or greater than the
               minimum required by such laws.  Annuity tables for
               legal reserve  valuation shall  be as  required by
               state law.  Such  tables  may  be  different  from
               Annuity tables used to determine Annuity payments.

  2.06    Control of Contract:

               The Contract Holder, or authorized designee of the
               Contract  Holder,  may  make any  choices  allowed
               under this  Contract  with respect  to  Individual
               Accounts.  Any  choices made  under  this Contract
               must  be in  writing.  Until receipt  of any  such
               written choice at its  Home Office, Aetna may rely
               on any  prior choices  made. Neither  the Contract
               nor  any  Individual  Account  is  subject  to the
               claims  of Participants' creditors,  except to the
               extent permitted by law.

               With respect  to Transfers  and allocation of  Net
               Contributions, the Contract  Holder may  authorize
               Aetna  in  writing  to accept  written  directions
               directly  from  Participants. The  Contract Holder
               may  also  authorize   Transfers  and   allocation

  <PAGE> 25
<PAGE>






               changes  to  be  made  by  Participants  over  the
               telephone services made available by Aetna.

               The Contract Holder  may, by written  direction to
               Aetna, allow Participants to select the investment
               options   of  the  Employer   Account  and/or  the
               Employee  Account. No  distributions will  be made
               from the Employer Account  or the Employee Account
               without  the  Contract Holder's  and Participant's
               written  direction  to  Aetna,   unless  otherwise
               directed  by  the  Plan.  An  in-service  transfer
               pursuant to IRS  Revenue Ruling 90-24, subject  to
               any applicable withdrawal fee, may be made only by
               written  direction from  the  Contract Holder  and
               Participant to Aetna,  unless otherwise  specified
               by the Plan. Checks for in-service transfers  will
               be made  payable only to the  acquiring investment
               provider.  Participants have  no rights  to direct
               Aetna  as  to payments  under the  Contract unless
               countersigned by the Contract Holder.
               a)   Nontransferable and Nonassignable:
                    This Contract and any Individual Accounts are
                    nontransferable and  nonassignable, except to
                    Aetna in the event of a loan or pursuant to a
                    "qualified domestic relations  order" as  set
                    forth under the Retirement Equity Act of 1984
                    (REA). In the event  a loan is requested, the
                    Current   Value   of  the   Employee  Account
                    necessary  to  cover  the  loan  amount  plus
                    interest must be assigned to Aetna.
               b)   ERISA/REA Requirements:
                    The  Contract Holder  shall  notify Aetna  in
                    writing of the  applicability of  Title I  of
                    the Employee Retirement  Income Security  Act
                    of 1974 (ERISA), as amended by subsequent law
                    including REA, to the  Plan. Aetna shall rely
                    on  the  Contract Holder's  determination and
                    representation of applicability. With respect
                    to  any distribution made from an Employee or
                    Employer Account from  a Contract subject  to
                    ERISA,  the Contract  Holder must  certify in
                    writing   that   all   the  appropriate   REA
                    requirements  have  been  met  and  that  the
                    distribution is in  accordance with the terms
                    of the Plan.
               c)   Participant Rights/Employee Account:
                    The Participant has a nonforfeitable right to
                    the  value  of  his or  her  Employee Account
                    pursuant to Code Section 403(b) and the terms
                    of the  Plan as  interpreted by  the Contract
                    Holder  (see 1.07).  The Contract  Holder and
                    Participant  will  jointly  make all  choices

  <PAGE> 26
<PAGE>






                    under the Contract for the Employee Account.
               d)   Participant Rights/Employer Account:

                    The Participant has a nonforfeitable right to
                    the  value  of his  or  her  Employer Account
                    pursuant to  the terms of, and  to the extent
                    of  his or her  vested percentage  under, the
                    Plan as  interpreted by the  Contract Holder.
                    It is the Contract Holder's responsibility to
                    maintain records of the Participant's vesting
                    percentages.  Aetna  will  not maintain  such
                    records.  The Contract  Holder will  make all
                    choices under the  Contract for the  Employer
                    Account, except as otherwise provided in this
                    Contract.

                    The  Contract  Holder  and  each  Participant
                    hereunder have agreed in writing to the above
                    terms  and  conditions,  except as  otherwise
                    provided,  to have  the Contract  Holder make
                    all choices  under  the Contract,  except  as
                    otherwise provided,  and to  be bound  by the
                    Contract  Holder's  directions to  Aetna. The
                    Contract    Holder's     and    Participant's
                    signatures  are required for each request for
                    a distribution.

  2.07    Designation of Beneficiary:
               The Contract Holder is  the Beneficiary under this
               Contract. The Participant designates a beneficiary
               with the  employer, pursuant  to the terms  of the
               Plan.

  2.08    Misstatements and Adjustments:
               If  Aetna  finds  the  age  of  any  payee  to  be
               misstated,  the  correct  facts will  be  used  to
               adjust payments.

  2.09    Incontestability:
               Aetna cannot cancel  this Contract because of  any
               error of fact on the application.

  2.10    Grace Period:
               This  Contract  will  remain  in  effect  even  if
               Contributions are not continued except as provided
               in 3.21.

  2.11    Individual Certificates:
               Aetna  shall  issue certificates  to  the Contract
               Holder or Participants as required by the state in
               which this Contract is delivered.  The certificate
               will summarize certain provisions of the Contract.

  <PAGE> 27
<PAGE>






               Certificates are for information  only and are not
               a part of the Contract.

  2.12    Aggregation of Contracts:
               The   Charges   to   the  Separate   Account   and
               Maintenance  Fee described in  Contract Schedule I
               vary by the Current Value of  Individual Accounts.
               In  determining  such  Current  Value,  Individual
               Accounts  of  the  following  contracts   will  be
               aggregated:

               a)   this Contract, and
               b)   Aetna  contracts of  the same  class  as this
                    Contract covering employees  of the  employer
                    maintaining the Plan.

               For purposes of determining the Daily Asset Charge
               and  Maintenance Fee  under this   Contract, where
               such other contract comes into existence after the
               Effective Date,  the aggregation will commence  no
               later than  the first  day of the  next succeeding
               anniversary date. Where such  other contract is in
               existence prior to, or  on the Effective Date, the
               aggregation will commence on the Effective Date.  


  III.  CONTRIBUITIONS, CURRENT VALUE, AND WITHDRAWAL PROVISIONS
  ______________________________________________________________

  3.01    Individual Account:

               Aetna will  maintain Individual Accounts  for Plan
               Participants  as directed by  the Contract Holder.
               The Individual Accounts may be as follows:

               a)   Employer  Account:  This  Individual  Account
                    will be credited with employer Contributions;
                    and
               b)   Employee  Account:  This  Individual  Account
                    will be credited with employee Contributions,
                    specifically   employee    salary   reduction
                    contributions.

               The Contract Holder may make  one or more lump sum
               Contribution(s)  on   behalf   of  one   or   more
               Participants.  Aetna  will  establish  a  separate
               Individual Account for  each lump sum Contribution
               made,  of more  than  a minimum  amount stated  by
               Aetna,  on behalf  of  a Participant  for whom  an
               Individual Account exists at the time the lump sum
               Contribution is made.  Such Individual  Account(s)
               will  be  designated   as  Employer  Accounts   or

  <PAGE> 28
<PAGE>






               Employee  Accounts as  instructed by  the Contract
               Holder.

               Aetna   reserves  the  right  not  to  accept  any
               contibution.

  3.02    Net Contribution(s):
               The   Net   Contribution    equals   the    actual
               Contribution  less  any  applicable  premium  tax.
               Generally, Aetna will deduct  the premium tax when
               Annuity benefits are purchased (See Section V). If
               Aetna determines that under applicable  state law,
               it must pay a premium tax when the Contribution is
               received, or at any other time, it may  deduct the
               tax at  that time. The Net  Contribution(s) may be
               allocated among the following investment options:

               a)   The Fixed Plus Account; and

               b)   The current Deposit Period(s)  for Guaranteed
                    Terms under the GA Account; and

               c)   The  Fund(s) in  which  the Separate  Account
                    invests.

               The Contract Holder must tell Aetna the percentage
               of  all Net  Contributions to  allocate to  one or
               more  of  the  investment  options.  The  Contract
               Holder or,  if permitted  by the  Contract Holder,
               the  Participant  may  change  the  allocation  of
               future  Net Contributions  at  any  time,  without
               charge.  Aetna  reserves the  right  to require  a
               minimum   Contribution   amount   per   Individual
               Account.

  3.03    Limitation on Contributions:

               The  Contribution(s)  made   to  a   Participant's
               Individual  Account(s) in  any year  cannot exceed
               the  lesser  of the  amount  determined  under the
               exclusion allowance  of Code Section  403(b)(2) or
               the  annual additions  limitation of  Code Section
               415(c)(1).

               In addition,  in no event may  the Contribution(s)
               attributable to elective  deferrals as defined  in
               Code Section 402(g) exceed $9,500 (or, such larger
               amount  as   adjusted  by  the  Secretary  of  the
               Treasury)  during  any calendar  year,  unless the
               alternate  limitation  of  Code Section  402(g)(8)
               applies.


  <PAGE> 29
<PAGE>






  3.04    Experience Credits:

               Aetna  may  apply  experience  credits  under this
               Contract. Any  such credits  will  be computed  as
               decided by Aetna.

  3.04    Fund Record Units:

               The portion of the Net Contribution(s) applied  to
               each   Fund  under   the  Separate   Account  will
               determine the number of Fund Record Units credited
               to  the  Individual Account  for  that  Fund. This
               number is equal to the Net Contribution applied to
               the  Fund divided  by the  Fund Record  Unit Value
               (See 3.06)  for the Valuation Period  in which the
               Contribution is received in good order.

  3.05    Fund Record Unit Value:

               A   Fund  Record   Unit  Value   is   computed  by
               multiplying  the Net Return  Factor (See 3.07) for
               the current  Valuation Period  by the  Fund Record
               Unit  Value for  the  previous Period.  The dollar
               value  of a  Fund  Record  Unit, Separate  Account
               assets, and Variable Annuity payments may go up or
               down due to investment gain or loss.

  3.06    Fund Net Return Factors:

               The Net  Return Factor(s) are used  to compute all
               Separate Account  record units  for any  Fund. The
               Net  Return  Factor  for  each Fund  is  equal  to
               1.0000000 plus the Net Return Rate. 

               The Net Return Rate is equal to:

               a)   The value  of the shares of the  Fund held by
                    the  Separate   Account  at  the  end   of  a
                    Valuation Period; minus
               b)   The value of the  shares of the Fund  held by
                    the  Separate  Account  at the  start  of the
                    Valuation Period; plus or minus
               c)   Taxes (or reserves for taxes) on the Separate
                    Account (if any); 
               d)   Divided by the total value of the Fund Record
                    Units  and Fund Annuity Units of the Separate
                    Account at the start of the Valuation Period;


               e)   Minus a Separate Account  charge at an annual
                    effective rate as shown on  Contract Schedule
                    I for Annuity mortality and expense risks and

  <PAGE> 30
<PAGE>






                    profit  and  a  daily  administrative  charge
                    which  will not  exceed  the amount  shown on
                    Contract Schedule  I on an annual  basis. The
                    administrative charge may be changed annually
                    except for amounts  which have  been used  to
                    purchase an Annuity.

               A net return rate may be more or less than 0%.

               The value of a  share of the Fund is equal  to the
               net assets  of the Fund  divided by the  number of
               shares outstanding.


  3.07    Market Value Adjustment (MVA):
               a)   An MVA will be applied to any withdrawal from
                    a GA  Account Term  before the  Maturity Date
                    due to:

                    1)   A Transfer; 
                    2)   A full or partial withdrawal; 
                    3)   A  payment  of  a  premium  for  Annuity
                         Option 2.

               The amount of the withdrawal will be adjusted to a
               market value amount as described in 

               b)   Market value adjusted  amounts will be  equal
                    to  the amount  withdrawn  multiplied by  the
                    following ratio:

                                 x
                               ______
                                365
                          (1 + 1)        
                          ________________
                                 x
                               ______
                                365
                           (1 + j)       
               Where:
               i is the Deposit Period Yield 
               j is the Current Yield 
               x is the number  of days remaining, (computed from
               Wednesday of the week of withdrawal) in the Term.
               c)   The  Deposit Period  Yield and  Current Yield
                    will be determined as follows:

                    1)   At the close of the last business day of
                         each week of the Deposit Period, a yield
                         will be  computed as the  average of the
                         yields  on that  day  of  U.S.  Treasury

  <PAGE> 31
<PAGE>






                         Notes  which  mature in  the  last three
                         months of the Term.
                    2)   The Deposit Period Yield is  the average
                         of  those yields for the Deposit Period.
                         If withdrawal is made prior to the close
                         of the Deposit Period, it is the average
                         of those yields  on each week  preceding
                         withdrawal.
                    3)   The Current Yield is the average of  the
                         yields on  the last business day  of the
                         week  preceding  withdrawal on  the same
                         U.S.  Treasury  Notes  included  in  the
                         Deposit Period Yield.
                    4)   In the event that no U.S. Treasury Notes
                         which mature in the last three months of
                         the Term exist, Aetna reserves the right
                         to  use  the  U.S. Treasury  Notes  that
                         mature in a following quarter.

               d)   Full  and  partial  withdrawals  as  well  as
                    Transfers made 

                    1)   within   six   (6)   months  after   the
                         Participant's  date  of death  under the
                         Amount Payable at  Death provision  (See
                         3.22) will be the greater of:

                         (a)  The aggregate MVA  amount which  is
                              the   sum   of  all   market  value
                              adjusted amounts  calculated due to
                              a   withdrawal   of  amounts   (for
                              withdrawal or  Transfer) from Terms
                              prior  to the  end of  those Terms.
                              The  aggregate  MVA  may be  either
                              positive or negative; or
                         (b)  The   applicable  portion   of  the
                              Current Value in the GA Account.

                    2)   After  the  six  month period  following
                         death, the withdrawal  or Transfer  will
                         be  the  aggregate  MVA   amount  (i.e.,
                         including all MVAs). 

               e)   The greater  of the aggregate  MVA amount  or
                    the  applicable portion of  the Current Value
                    in the  GA  Account  is  applied  to  amounts
                    withdrawn from the GA Account  for payment of
                    a premium under Annuity Options 3 or 4.

  3.08    Transfer(s):
               Before an  Annuity option  is elected, all  or any
               portion  of  the  Adjusted Current  Value  of  the

  <PAGE> 32
<PAGE>






               Individual  Account  may be  transferred  from any
               Fund, the Fixed Plus Account or the GA Account:

               a)   To any other allowable Fund; or 
               b)   To the Fixed Plus Account; or 
               c)   To any Guaranteed Term of the GA Account with
                    a different classification  available in  the
                    Current Deposit Period.

               Transfer requests can be submitted as a percentage
               or  as  a dollar  amount.  Aetna  may establish  a
               minimum transfer amount. Within a  Guaranteed Term
               classification,  the  amount  transferred will  be
               withdrawn  from the  oldest  Deposit Period,  then
               from the next  oldest, and so on until  the amount
               requested is satisfied.

               Amounts  applied  to Guaranteed  Terms  of the  GA
               Account may  not be transferred to  the Funds, the
               Fixed Plus Account or  to another Guaranteed  Term
               during  the Deposit  Period or  90 days  after the
               close  of the  Deposit Period  except for  Matured
               Term Value(s) during  the calendar month following
               the Term's Maturity Date.

               Transfers from Guaranteed Terms of  the GA Account
               are subject to the MVA provisions of 3.08.

               During each  rolling twelve (12) month  period, up
               to 20% of the Current Value held in the Fixed Plus
               Account may be transferred  to one or more  of the
               Fund(s),  and/or  the  GA  Account's  then-current
               Deposit Period.  The 20%  limit is reduced  by any
               partial  withdrawals, loans  or  amounts  used  to
               purchase  an Annuity during  the twelve (12) month
               period.  Aetna  reserves  the  right   to  include
               amounts  paid under  ECO  and SWO  provisions  for
               purposes of applying this 20% limit. This limit is
               waived when the balance  in the Fixed Plus Account
               is $1,000 or less on the date the Transfer request
               is received in good order at Aetna's Home Office.

               The  Contract Holder, or Participant if authorized
               in  writing by  the Contract  Holder, may  make an
               unlimited   number   of   Transfers   during   the
               Accumulation Period.

  3.09    Notice to the Contract Holder:

               Each year,  Aetna will notify the  Contract Holder
               of:
               a)   The value of any amounts held in: 

  <PAGE> 33
<PAGE>






                    1)   The Fixed Plus Account, 
                    2)   The GA Account, 
                    3)   The Fund(s) for the Separate Account; 
               b)   The number of any Fund Record Units; 

               c)   The Fund Record Unit Value(s); 
               d)   The Loan Account balance; and 
               e)   The amount available for withdrawal.

               This information will be as of a date no more than
               sixty (60) days before the date of the notice.

  3.10    Loans:
               During the accumulation  period, loans are granted
               (1) as permitted under applicable law; (2) subject
               to the terms and conditions of the loan agreement;
               and,   (3)  in   accordance  with   the  following
               provisions.

               a)   Amount  available  for   loan:    The  amount
                    available  for loan is  limited to the vested
                    individual account current value attributable
                    to   Participant   contributions,  plus   any
                    amounts  allowed  by  the   employer's  plan.
                    Amounts   available   from  some   investment
                    options   may   be  subject   to  limitations
                    specified in the loan  agreement.  To  obtain
                    the loan amount requested,  these limitations
                    may  require  the  Participant   to  transfer
                    funds.   A market value  adjustment may apply
                    to amounts transferred.

                    The  minimum  loan  amount  is $1,000.    The
                    maximum loan amount is the lesser of:

                    1)   Fifty  percent  (50%)   of  the   vested
                         individual   account   current    value,
                         including any Loan  Account, reduced  by
                         the  amount  of  any   outstanding  loan
                         balance on the Loan Effective Date; or
                    2)   Fifty thousand dollars ($50,000) reduced
                         by the highest outstanding  loan balance
                         for the preceding 12 months.

                    The  amount of  all outstanding  loans cannot
                    exceed $50,000.

               b)   Loan Interest Rate: A  Loan Interest Rate  is
                    set on the first  business day of each month.
                    For each loan, the initial Loan Interest Rate
                    is the  rate for the calendar  month in which
                    the Loan Effective Date  occurs.  The initial

  <PAGE> 34
<PAGE>






                    Loan Interest Rate is  effective for a period
                    of not  less than  three months and  not more
                    than one  year.   The period is  specified in
                    the loan  agreement.   For  each period,  the
                    Loan  Interest  Rate is  adjusted if  the new
                    rate is  at least  0.5% higher or  lower than
                    the  previous  rate.  The   Participant  will
                    receive reasonable notification of any change
                    to the  Loan Interest Rate.   As  applicable,
                    the Loan Interest Rate is:

                    1)   Plans subject  to  ERISA: equal  to  the
                         Monthly   Average  Corporates   for  the
                         calendar  month   beginning  two  months
                         before   the   Loan  Interest   Rate  is
                         effective.
                    2)   Plans not subject  to ERISA: not greater
                         than 8% on an annual basis.

               c)   Earned  interest:     The  Loan   Account  is
                    credited with interest at a rate which is not
                    less than the Loan Interest Rate, less 3%, on
                    an annual  basis.  Interest  credited to  the
                    Loan Account will never be less than 3%.

               d)   Loan repayment:  Repayment is as set forth in
                    the  loan  agreement,  or  a  Participant may
                    repay a loan in full at any time.

               e)   Surrenders while  a loan is  outstanding:  If
                    the Participant requests a surrender from the
                    vested individual account current value while
                    a loan is  outstanding, one of the  following
                    occurs:

                    1)   If  the amount of  the vested individual
                         account  current   value  available  for
                         distribution is sufficient to  repay (a)
                         the outstanding loan  balance, plus  (b)
                         any   applicable   Fixed  Plus   Account
                         default  charge,  and (c)  any surrender
                         fee due on the outstanding loan balance,
                         that  amount,  minus  the  Loan  Account
                         balance,  is  deducted  from the  vested
                         individual account current value and the
                         loan is canceled.

                    2)   If  the amount of  the vested individual
                         account  current   value  available  for
                         distribution is not sufficient  to repay
                         the  (a)  the outstanding  loan balance,
                         plus  (b)  any  applicable   Fixed  Plus

  <PAGE> 35
<PAGE>






                         Account  default  charge,  and  (c)  any
                         surrender  fee  due  on the  outstanding
                         loan   balance,  the   surrender  amount
                         cannot  exceed   the  vested  individual
                         account  current  value,  including  the
                         Loan Account,  reduced  by 125%  of  the
                         outstanding loan balance.  

               f)   Electing an  annuity option while  a loan  is
                    outstanding: Before all or any portion of the
                    vested  individual  account current  value is
                    applied to an annuity option, the Participant
                    may  repay any  outstanding loan  balance, or
                    the vested individual  account current  value
                    is adjusted as described in (e).

               g)   Death  of the  Participant  while  a loan  is
                    outstanding:   If a  death  benefit claim  is
                    submitted for an  individual account with  an
                    outstanding  loan,   the  individual  account
                    current  value, including  the amount  of the
                    Loan Account, is reduced by the amount of the
                    outstanding  loan  balance  before the  death
                    benefit amount is determined.

               h)   Loan default:   If  Aetna does not  receive a
                    loan  payment when due,  the outstanding loan
                    balance becomes  due.   If  applicable, a  5%
                    default charge  may apply  to the  portion in
                    excess  of   20%,  if  any,   of  the  amount
                    transferred from the Fixed Plus Account.  The
                    defaulted loan is treated as follows:

                    1)   If the amount  of the vested  individual
                         account  current   value  available  for
                         distribution is sufficient to  repay (a)
                         the outstanding loan  balance, plus  (b)
                         any   applicable   Fixed  Plus   Account
                         default  charge,  and (c)  any surrender
                         fee due on the outstanding loan balance,
                         that  amount,  minus  the  Loan  Account
                         balance,  is  deducted  from the  vested
                         individual account current value and the
                         loan is canceled.

                    2)   If the amount  of the vested  individual
                         account  current   value  available  for
                         distribution is not sufficient  to repay
                         (a) the outstanding  loan balance,  plus
                         (b)  any  applicable Fixed  Plus Account
                         default  charge,  and (c)  any surrender
                         fee due on the outstanding loan balance,

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<PAGE>






                         until such time that  the amount due can
                         be   distributed,   the   Loan   Account
                         continues to earn interest, and interest
                         is  charged  on  the   outstanding  loan
                         balance.    At  that  time,  the  amount
                         described in (h)(1) is  surrendered from
                         the  vested  individual account  current
                         value and the loan is canceled.

  3.11    Manner and Timing of Distributions:

               a)   As   directed  by  the   Contract  Holder,  a
                    distribution to  a Participant may be made in
                    a  lump  sum,  as  one  of  the  Distribution
                    Options described in Section IV, or as one of
                    the Annuity options in Section V.
               b)   Generally,   the  distribution   of  benefits
                    accrued  after December 31,  1986, must begin
                    by April 1 of the calendar year following the
                    calendar  year  in   which  the   Participant
                    attains   age   70   1/2.   However,   for  a
                    Participant  who attained  age 70  1/2 before
                    January  1, 1988,  the  distribution of  such
                    benefits must be made or must begin not later
                    than   the  April  1  of  the  calendar  year
                    following  the  calendar  year in  which  the
                    Participant retires.
                    The above  does  not apply  if  the  Contract
                    Holder is a governmental  entity or a church.
                    For Participants  of  such an  employer,  the
                    distribution   of   benefits  accrued   after
                    December 31, 1986, must be made or must begin
                    not later  than April 1 of  the calender year
                    following  the calendar  year  in  which  the
                    Participant  attains age  70 1/2  or retires,
                    whichever occurs later.
               c)   The required distribution  must be made  over
                    the  life of  the Participant  (or the  joint
                    lives   of  the  Participant   and  the  Plan
                    beneficiary) or over  a period not  exceeding
                    the  life expectancy  of the  Participant (or
                    the   joint   life   expectancies    of   the
                    Participant and the  Plan beneficiary).
               d)   If  the  Contract  Holder  does  not  request
                    commencement of benefits as  described above,
                    Aetna  will not be responsible for compliance
                    with  the  Code  Section   401(a)(9)  minimum
                    distribution requirements or for  any adverse
                    tax or other consequences that may result.

  3.12    Withdrawal:
               a)   The  Contract Holder may withdraw any portion

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<PAGE>






                    or all of an Individual Account Current Value
                    by submitting a written request to Aetna.
               b)   Except  as described in  Section 3.19, unless
                    the  Contract   Holder  specifies  otherwise,
                    partial   withdrawals    are   satisfied   by
                    withdrawing amounts  on a pro rata basis from
                    each  of the investment  options in which the
                    Individual Account is invested.
               c)   When  amounts  are  withdrawn  from   the  GA
                    Account, amounts in Short-Term  and Long-Term
                    Classifications   are  treated   as  separate
                    investment options and amounts are taken on a
                    pro  rata  basis.  Within  a  Classification,
                    amounts will  be withdrawn starting  with the
                    Term still in effect  with the oldest Deposit
                    Period.

  3.13    Withdrawal Value: 
               After deduction of  the Maintenance Fee (if  any),
               the amount payable by Aetna upon the withdrawal of
               any portion  of  an Individual  Account  from  the
               Fund(s) or the  GA Account shall  be reduced by  a
               Withdrawal Fee, if  applicable. The Withdrawal Fee
               will  be in  accordance  with  the Withdrawal  Fee
               table in Contract Schedule I.

               No Withdrawal Fee is  deducted from any portion of
               the  Current Value  which is  paid from  the Fixed
               Plus Account.

               For  a   partial  or  full  withdrawal   from  any
               Individual  Account,  Aetna  must receive  written
               direction  from  the  Contract  Holder on  a  form
               acceptable to Aetna. If the Contract is subject to
               ERISA, this direction  must include  certification
               that  all of  the REA  waiver and  spousal consent
               requirements  have been satisfied. Aetna may defer
               payment of the  withdrawal value until appropriate
               Contract Holder certification is received.

  3.14    Withdrawal Restrictions:
               Limitations apply to full and  partial withdrawals
               of the "restricted amount"  from this Contract, as
               required   by   Code   Section   403(b)(11).   The
               restricted amount is the sum of:


               a)   Net    Contributions   attributable    to   a
                    Participant's salary reduction  contributions
                    made on and after January 1, 1989; plus
               b)   The net increase, if any, in the December 31,
                    1988  value  attributable to  a Participant's

  <PAGE> 38
<PAGE>






                    salary   reduction   contributions   due   to
                    investment  gains  and  losses and  creditied
                    interest.
               The  restricted amount  may be fully  or partially
               withdrawn  only if  one or  more of  the following
               conditions are met.

               a)   The Participant has reached age 59 1/2; 

               b)   The Participant has separated from service; 

               c)   The Participant has died; 

               d)   The Participant has  become disabled,  within
                    the meaning of Code Section 72(m)(7); or 

               e)   The  withdrawal  is   otherwise  allowed   by
                    federal law, regulations or rulings.

               A full  or partial  withdrawal is also  allowed if
               the  Participant incurs a  "hardship" as that term
               is defined  in the Code or  regulations under Code
               Section 403(b). However,  the amount available for
               hardship is  limited to  the lesser of  the amount
               necessary   to  satisfy   the  need  or   the  Net
               Contributions  attributable  to the  Participant's
               salary  reduction contributions  made on  or after
               January 1, 1989.

               The Contract Holder must certify that one of these
               conditions   has  been  met  before  a  withdrawal
               request will  be considered  to be in  good order.
               The Contract Holder  must notify Aetna in  writing
               when a lump sum  payment is to be made  or Annuity
               payments are to commence.

               If, pursuant to Revenue Ruling 90-24, Aetna agrees
               to accept under  this Contract amounts transferred
               from  a Code Section  403(b)(7) custodial account,
               such  amounts  will be  subject to  the withdrawal
               restrictions   set   forth    in   Code    Section
               403(b)(7)(A)(ii).

  3.15    Withdrawals from the GA Account:

               Full  or partial  withdrawals may be  requested at
               any  time  from the  GA Account.  However, amounts
               withdrawn prior to the Maturity Date of a Term may
               be  subject  to  a  Market  Value Adjustment  (See
               3.08).

               Full  and partial  withdrawals  are  satisfied  by

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<PAGE>






               withdrawing  amounts from  each of  the investment
               options  in   which  the  Individual   Account  is
               invested (the  Funds, the Fixed Plus  Account, the
               GA  Account Short-Term  Classification and  the GA
               Account  Long-Term Classification)  on a  pro rata
               basis. However,  the Contract Holder may specify a
               particular  order in which investment options will
               be  liquidated  in  order  to  satisfy  a  partial
               surrender request.

  3.16    Withdrawal Fee Applicable to Funds and GA Account:
               A withdrawal fee (Deferred Sales Charge) may apply
               to withdrawals from the  GA Account and/or  Funds.
               The fee will vary according to the length  of time
               elapsed from  the effective date of  an Individual
               Account to the date when the withdrawal request is
               received. For each  withdrawal, the withdrawal fee
               will be determined  as shown on  Contract Schedule
               I.

               During each rolling 12-month  period, up to 20% of
               the Current Value in the Fixed Plus Account may be
               withdrawn as  a partial surrender.  This 20% limit
               is reduced by any  amount(s) transferred, taken as
               a  loan or used to  purchase an Annuity during the
               12  month  period.  The  20% limit  applicable  to
               partial surrenders  from  the Fixed  Plus  Account
               will be  waived when the partial  surrender is due
               to  one of  the conditions  set forth  in Contract
               Schedule  1. The  waiver  will apply  provided the
               partial surrender is taken pro-rata from the Fixed
               Plus Account,  the GA  Account,  and the  Fund(s).
               Aetna reserves the  right to include amounts  paid
               under the  ECO and SWO provisions  for purposes of
               applying the 20% limit. However, the SWO provision
               is not available if  the Contract Holder on behalf
               of the Participant requested a Fixed Plus  Account
               transfer or surrender within  the current 12 month
               period.

  3.17    Payment of Fixed Plus Account Full Withdrawal:

               No withdrawal fee is  deducted from any portion of
               the  Current Value  which is  paid from  the Fixed
               Plus  Account.   When   Aetna  receives   a   full
               withdrawal   request,    no   additional   partial
               withdrawals  or  Transfers  from  the  Fixed  Plus
               Account are permitted during the payout period. If
               a full withdrawal is requested, Aetna will pay any
               Current  Value,  including accrued  interest, from
               the  Fixed  Plus  Account  in  five  payments   as
               follows:

  <PAGE> 40
<PAGE>






               a)   One-fifth of the Current Value on the day the
                    request is received in good order at  Aetna's
                    Home Office,  reduced by any amount  from the
                    Fixed  Plus  Account  that  was  transferred,
                    withdrawn or  used for a loan  or to purchase
                    Annuity  benefits  during  the  prior  twelve
                    months; 
               b)   One-fourth  of  the  then  remaining  Current
                    Value twelve months later; 
               c)   One-third of the then remaining Current Value
                    twelve months later; 
               d)   One-half of the then remaining  Current Value
                    twelve months later; and 
               e)   The balance of the then Current  Value twelve
                    months later.

               The  Fixed Plus  Account  full withdrawal  payment
               provision   may  also  be   waived  under  certain
               conditions (See Contract Schedule I).

               Any  full withdrawal from  the Fixed  Plus Account
               may be cancelled by  the Participant with Contract
               Holder's consent at any time before the end of the
               payment period.

  3.18    Reinstatement:
               All  or  a  portion  of  the  proceeds of  a  full
               withdrawal  of this  Contract  may  be  reinvested
               within 30 days after  the withdrawal if allowed by
               law.  Any  Maintenance  Fee  and   Withdrawal  Fee
               charged  at  the time  of  the  withdrawal on  the
               amount  being reinvested  will be included  in the
               reinstatement.   Any   Market   Value   Adjustment
               deducted from GA Account  withdrawals will not  be
               included  in the  reinstatement.  Amounts will  be
               reinstated among  the Fixed  Plus Account,  the GA
               Account,  and/or  the  Fund(s)  for  the  Separate
               Account in the same proportion as they were at the
               time  of withdrawal. Any amounts reinstated to the
               GA  Account  will be  credited to  terms available
               during the then-current Deposit Period. The number
               of Record  Units reinstated  will be based  on the
               Record Unit Value(s)  next computed after  receipt
               in  good  order  at  Aetna's Home  Office  of  the
               reinstatement   request  and  the   amount  to  be
               reinvested.

               Any  Maintenance  Fee  which falls  due  after the
               withdrawal  and before  the reinstatement  will be
               deducted from the amount reinstated.

               Reinstatement   is  permitted  only  once  for  an

  <PAGE> 41
<PAGE>






               Individual Account.

  3.19    Payment of Minimum Current Value:
               If  the sum  of the Individual  Account(s) Current
               Value(s) is less than $3,500, and no Contributions
               have been received for  three (3) years, Aetna may
               close the account(s) and pay the  Current Value(s)
               to the Contract Holder in one lump sum.

  3.20    Amount   Payable  at  Death  (Before  Annuity  Payments
  Start): 
               Aetna  will  pay  the  Individual  Account Current
               Value,  as directed  by  the  Contract  Holder  in
               accordance with the Plan, when:

               a)   The Participant dies before  Annuity payments
                    start; and 
               b)   The  certified copy of  the death certificate
                    is received.

               Amounts  in  the GA  Account  will  be payable  as
               described in Section 3.08(d).


  IV.  NON-ANNUITY DISTRIBUTION OPTIONS
  ______________________________________________________________

  4.01    Distribution Options: 
               The  Contract  Holder may  elect  one  of the  two
               following distribution options on behalf of:
               1)   the Participant; or 
               2)   the Participant's spouse provided  the spouse
                    is the designated beneficiary under  the Plan
                    and  the Participant had died before electing
                    an Annuity  option  and before  the date  for
                    required minimum distributions.

  4.02    Estate Conservation Option.
          a)   With  the  Estate  Conservation  Option   (ECO)  a
               portion of the Individual Account Current Value is
               automatically  surrendered  and  distributed  each
               year  without  incurring  a  withdrawal  fee. Each
               payment  will be  withdrawn  from  the  Individual
               Account in the same  proportion as assets are held
               in the Funds, the GA  Account, and the Fixed  Plus
               Account on the date the payment is made.
          b)   Payments under ECO will comply with the incidental
               death  benefit test  set  forth  in  Code  Section
               401(a)(9).
          c)   Distribution  Amount: Each  year  that  ECO is  in
               effect, Aetna  will  calculate and  distribute  an
               amount  equal to the minimum distribution required

  <PAGE> 42
<PAGE>






               under the  Code. The  annual distribution  will be
               determined  by  dividing  the  Individual  Account
               Current Value as of December  31 of the year prior
               to the payment  year, by  a single  or joint  life
               expectancy  factor. If  joint  life expectancy  is
               elected,  the beneficiary  under ECO  must  be the
               same as  the  beneficiary of  any  death  benefits
               under the Plan.

               An  exception will  be made  if Aetna  maintains a
               separate  record  of  a  Participant's  Individual
               Account  Value as  of December  31, 1986.  In this
               instance, payments  made in  or after the  year in
               which the  Participant  attains age  70  1/2,  but
               before the  year in which the  Participant attains
               age  75,  will  be  calculated  only  on   amounts
               contributed  after  December   31,  1986  and  any
               earnings  after  that  date.  If age  70  1/2  was
               attained prior to  1988, the  Participant must  be
               retired in order to qualify for this exception.

               The  method  under this  rule  is  elected by  the
               Contract  Holder   and  will  not   apply  if  the
               Participant has received any distribution from his
               or her Individual Account, other than distribution
               amounts required under  Code minimum  distribution
               rules.

               Aetna  will  maintain   separate  records  if  the
               Contract Holder has not requested  any withdrawals
               from  the  Participant's Individual  Account since
               December 31, 1986.
          d)   Life  Expectancy Factor: For  the Participant, the
               life expectancy  factor is  either single life  or
               joint  life expectancy as  elected by the Contract
               Holder  on behalf  of  the  Participant, based  on
               tables   in  Code  Section  401(a)(9)  or  related
               regulations.  For  a  spouse beneficiary,  only  a
               single   life   expectancy   is  available.   Life
               expectancy factors will be recalculated each year,
               unless prohibited by the Code or regulations.

               The joint life expectancy  factor will be based on
               the joint  life expectancy of  the Participant and
               his or her beneficiary and such beneficiary of any
               death  benefits under  the  Plan while  ECO is  in
               effect. Any change  in the beneficiary designation
               under the Plan must be immediately communicated to
               Aetna  so that  subsequent  distributions  can  be
               calculated as required by IRS regulations.

               If  joint  life  expectancy  is  elected  and  the

  <PAGE> 43
<PAGE>






               Participant or spouse dies, payments will be based
               on   the  survivor's   life  expectancy.   If  the
               beneficiary is not the  spouse and the beneficiary
               dies first, the joint life expectancy continues to
               be used to determine payments.

               If  a single  life expectancy  is elected,  at the
               death of the Participant (or the spouse who is the
               designated  beneficiary  electing  ECO  after  the
               Participant's  death),  the entire  value  must be
               distributed no  later than the December  31 of the
               year following the  year of the Participant's  (or
               spouse's)  death. If  a joint  life  expectancy is
               elected, and both the Participant and  spouse have
               died,   any  remaining   Current  Value   must  be
               distributed no  later than the December  31 of the
               year following the year of  the second death. If a
               joint  life  expectancy is  elected  and both  the
               Participant and non-spouse beneficiary  have died,
               any remaining Current Value will be distributed as
               instructed  by the  Contract Holder  in accordance
               with the Code and the terms of the Plan.

               These calculations may be  changed as necessary to
               comply with Code  minimum distribution rules.  Any
               mode  of payment  elected  upon the  Participant's
               death must provide payments to be made at least as
               rapidly  as those made  prior to the Participant's
               death.

          e)   Minimum  Current Value:  At its  discretion, Aetna
               may  require a  minimum initial Current  Value for
               election of this option. If after election of this
               option the Current Value is insufficient to make a
               scheduled ECO  payment, Aetna will  distribute the
               entire balance of the Individual Account.

          f)   Distribution  Date:  The  Contract   Holder  shall
               specify   an  annual  distribution   date.  For  a
               Participant, the earliest date is the first day of
               the  calendar year in which he  or she attains age
               70 1/2.  For  a spouse  beneficiary  electing  ECO
               after the Participant's  death, the earliest  date
               is the date of  the Participant's death. The first
               distribution date may be the 15th of any month, or
               such other  date as Aetna may  designate or allow.
               Subsequent  distributions  will  be  made  on  the
               anniversary of that date. At its option, Aetna may
               allow payments  to  be made  more frequently  than
               annually.

          g)   Election and Revocation:  The Contract Holder  may

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<PAGE>






               elect  ECO by  submitting a  completed and  signed
               election  form  to  Aetna's  Home  Office.  If the
               Contract Holder  has notified Aetna that  the Plan
               is subject  to Title I of  the Employee Retirement
               Income  Security  Act  of  1974  as  amended,  the
               Contract Holder  must also certify in writing that
               all the appropriate REA requirements have been met
               and that  the distribution  is in  accordance with
               the  terms of the  Plan. Once ECO  is elected, the
               Contract  Holder may  revoke  it  by submitting  a
               written request  to Aetna at its  Home Office. Any
               revocation  will  apply only  to  amounts  not yet
               paid.   ECO   may   be  elected   only   once  per
               Participant.

  4.03    Systematic Withdrawal Option:

          a)   With  the  Systematic  Withdrawal  Option  (SWO) a
               portion of the Individual Account Current Value is
               automatically   distributed   each  year   without
               incurring a Withdrawal Fee.  A SWO payment will be
               calculated  on  the  Individual Account's  Current
               Value.  Each payment  will  be withdrawn  from the
               Individual  Account  in  the  same  proportion  as
               assets are held  in the Funds, the GA Account, and
               the Fixed Plus Account on  the date the payment is
               made. SWO payments may not be elected if a loan is
               outstanding under an Individual Account.

          b)   Payments under SWO will comply with the incidental
               death  benefit  test  set forth  in  Code  Section
               401(a)(9).

          c)   Distribution  Amounts:  The  Contract  Holder  may
               elect  one of the  three payment methods described
               below.  These  calculations  may  be   changed  as
               necessary   to  comply   with  the   Code  minimum
               distribution  rules. If  joint life  expectancy is
               elected, the  beneficiary under  SWO  must be  the
               same  as  the beneficiary  of  any  death benefits
               under the Plan.

            1) Specified Payment: Payments of a designated annual
               dollar  amount.  The  annual  amount  may  not  be
               greater than  the percentage of the  Current Value
               at time of election  as shown on Contract Schedule
               I.  This  amount  will  remain constant  unless  a
               higher  amount  is  required  under  Code  minimum
               distribution rules. Each  year that the  Specified
               Payment  is in  effect, Aetna  will calculate  the
               minimum  required  distribution  by  dividing  the
               Individual Account Current Value as of December 31

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<PAGE>






               of  the year prior to  the payment year  by a life
               expectancy factor,  and distribute this  amount if
               it is larger than the Specified Payment.
            2) Specified  Period: Payments are made over a period
               of  time. The number of years  selected may not be
               less than  the number  of years shown  on Contract
               Schedule  I, unless  otherwise  required  by  Code
               minimum distribution rules. The  maximum specified
               period  will be  limited  by the  life  expectancy
               factor. The amount paid each year is calculated by
               dividing the  Individual Account Current  Value as
               of  December 31 of the prior year by the number of
               payment years remaining.
            3) Specified Percentage: Payments made as a specified
               percentage   of   the   Individual  Account.   The
               specified percentage chosen cannot be greater than
               as  shown on  Contract  Schedule  I. The  Contract
               Holder on  behalf of a Participant  may change the
               specified  percentage  elected  every six  months.
               Each   annual   distribution   is  determined   by
               multiplying the Individual  Account Current  Value
               by the percentage chosen. The value  to be used in
               this calculation is the value on the December 31st
               prior to the  year for which the payment  is being
               made.  For payments made more often than annually,
               the  annual payment  result (calculated  above) is
               divided by  the number of payments  due each year.
               Payments will be made each year until the year the
               Participant attains age 70 1/2.
          d)   Life  Expectancy Factor: For  the Participant, the
               life   expectancy   factor    for   the    initial
               distribution year is  either single life  or joint
               life expectancy as elected by the Contract Holder,
               based on  tables in Section 401(a)(9)  of the Code
               or related regulations.  For a spouse beneficiary,
               only a  single life expectancy is  available. With
               each subsequent year,  the life expectancy  factor
               will be the life expectancy factor for the initial
               distribution   year,   reduced   by   one.   These
               calculations may be changed as necessary to comply
               with the Code minimum  distribution rules. If  the
               joint   life  expectancy   is  selected   and  the
               Participant or  the beneficiary  dies on  or after
               the   required   beginning   date    for   minimum
               distributions  to the Participant,  the joint life
               expectancy factor will  continue to be  reduced by
               one  for  each  distribution year.  Payments  will
               continue  unless  the  Contract  Holder  elects an
               alternate payment mode on behalf of  the survivor.
               Any  payment mode  elected on  behalf of  the Plan
               beneficiary must  provide payments to  be made  at
               least  as  rapidly  as  those made  prior  to  the

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<PAGE>






               Participant's death.

            If the Participant dies before the required beginning
            date  for  minimum  distributions, SWO  payments will
            cease  and  the  Contract  Holder  on behalf  of  the
            beneficiary may claim the death benefit in accordance
            with the  terms of this Contract.  If the beneficiary
            is  not the  Participant's spouse,  the  entire death
            benefit must  be either applied to  an Annuity option
            within one (1) year of the Participant's death, or be
            paid  within five  (5)  years  of  the  Participant's
            death.  If  the  beneficiary  is   the  Participant's
            spouse,  the distribution  is  not required  to begin
            earlier than when the Participant would have attained
            age 70 1/2.

            If  joint   life  expectancy   is  elected   and  the
            beneficiary  dies before the  required beginning date
            for  minimum   distributions  to   the   Participant,
            payments to the Participant will continue to be based
            on  joint life  expectancy  reduced by  one  for each
            distribution year.
          e)   Minimum  Current Value:  At its  discretion, Aetna
               may require  a minimum  initial Current  Value for
               election of this option. If after election of this
               option the Current Value is insufficient to make a
               scheduled  SWO payment, Aetna  will distribute the
               entire balance of the Individual Account.

          f)   Distribution Date: The Contract Holder,  on behalf
               of the Participant,  or spouse beneficiary,  shall
               specify   the   initial  distribution   date.  The
               earliest  date is  the first  day of  the calendar
               year in which the  Participant attains age 59 1/2,
               or  age 55,  if  separated from  service with  the
               Contract Holder  at or after age  55. SWO payments
               will  be made monthly, quarterly, semi-annually or
               annually on the 15th  of any month, or such  other
               date as Aetna may  designate or allow. If payments
               are made more frequently than annually, the annual
               amount payable each year  is divided by the number
               of payments due per  year. At its discretion Aetna
               may require a minimum initial payment amount.

          g)   Election  and Revocation: The  Contract Holder may
               elect SWO  by submitting  a  completed and  signed
               election  form  to  Aetna's  Home Office.  If  the
               Contract Holder has notified  Aetna that the  Plan
               is subject  to Title I of  the Employee Retirement
               Income  Security  Act  of  1974  as  amended,  the
               Contract Holder must also certify in writing  that
               all the appropriate REA requirements have been met

  <PAGE> 47
<PAGE>






               and that  the distribution  is in  accordance with
               the terms  of the Plan.  Once SWO is  elected, the
               Contract  Holder may  revoke  it  by submitting  a
               written   request  to  Aetna's  Home  Office.  Any
               revocation  will  apply only  to  amounts  not yet
               paid.  Generally, SWO  may be  elected  only once,
               however,  if  SWO  is   elected  on  behalf  of  a
               Participant  and  then  revoked  before  the  date
               distributions  were required  to begin  under Code
               Section 401(a)(9), SWO may be elected on behalf of
               a  spouse  beneficiary  after  the  death  of  the
               Participant.


  V.  ANNUITY PROVISIONS
  ______________________________________________________________

  5.01    Choices: 
          a)   The Contract Holder, on behalf  of the Participant
               may elect  an Annuity  option by telling  Aetna to
               pay   all  or  any   portion  of   the  Individual
               Account(s)  Current  Value  (minus any  applicable
               premium  tax  if  not  previously  deducted)  as a
               premium for  an Annuity  under option 2,  3, or  4
               (See 5.08). Any election of an Annuity option must
               comply with the minimum  distribution requirements
               of   Code   Section   401(a)(9),   including   the
               incidental death benefit rule, and the regulations
               thereunder.  This restriction  does  not apply  if
               option 4 is chosen and the second Annuitant is the
               spouse of the Participant.
          b)   Generally,  the first Annuity payment must be made
               by April 1 of the calendar year following the year
               in which the  Participant turns age 70 1/2 or such
               later date as may be  allowed under federal law or
               regulations (see 3.12) For distributions  taken in
               a lump sum, see Withdrawal Value (3.14).

               For   any  election  of  an  Annuity  Option,  the
               Contract  Holder  must provide  certification that
               the  REA  requirements,  as applicable,  and  Code
               Section  403(b)(11)  withdrawal restrictions  have
               been satisfied.

               When  an Annuity  option  is  chosen the  Contract
               Holder  must designate whether the Annuity will be
               Fixed  or  Variable  and  whether  the  underlying
               investment will be:
               1)   The General Account; 
               2)   One or more of the available Fund(s); or 
               3)   A combination of (1) and (2).


  <PAGE> 48
<PAGE>






               If a Fixed Annuity is chosen, the Annuity purchase
               rate for  the option chosen reflects  at least the
               Minimum  Guaranteed  Interest  Rate (See  Contract
               Schedule  II), but  may reflect a  higher interest
               rate.

               If  a  Variable  Annuity  is  chosen, the  initial
               Annuity payment for the option chosen reflects the
               assumed  annual return rate  elected (See Contract
               Schedule II).

          d)   Payments will  be made  on a monthly  basis unless
               the Contract Holder requests otherwise.

          e)   Once  elected,  an  Annuity   option  may  not  be
               revoked,  except for  option 2  when elected  on a
               variable basis.

  5.02    Terms of Annuity Options:
          a)   No choice of any Annuity option may be made if the
               first payment  would be  less than  $20 or  if the
               total payments in a year would be less than $100.
          b)   For purposes  of calculating the  guaranteed first
               payment of a Variable  Annuity or the payments for
               a   Fixed  Annuity,  the  Annuitant's  and  second
               Annuitant's  adjusted   age  will  be   used.  The
               Annuitant's and second Annuitant's adjusted age is
               his or her age  as of the birthday closest  to the
               Annuity commencement date reduced  by one year for
               Annuity  commencement  dates occurring  during the
               period of time from  July 1, 1992 through December
               31, 1999.  The Annuitant's and  second Annuitant's
               age  will  be reduced  by  two  years for  Annuity
               commencement  dates occurring during the period of
               time from  January  1, 2000  through December  31,
               2009.  The Annuitant's and  second Annuitant's age
               will be reduced by one additional year for Annuity
               commencement  dates  occurring in  each succeeding
               decade.

               The Annuity rates for options 3 and 4 are based on
               mortality from 1983 Table a.

          d)   Assumed  Annual Net  Return  Rate is  the interest
               rate  used to  determine the  amount of  the first
               Annuity  payment under  a  Variable  Annuity.  The
               Separate Account must  earn this rate plus  enough
               to cover the mortality  and expense risks  charges
               (which  may  include  profit)  and  administrative
               charges if future Variable Annuity Payments are to
               remain level.
  5.03    Annuity Payments to Annuitant:

  <PAGE> 49
<PAGE>






          In no event may any payments to the Annuitant under any
          Annuity Option extend beyond:
          a)   The life of the Annuitant;
          b)   The  lives   of  the   Annuitant   and  the   Plan
               beneficiary;
          c)   A period certain greater than the Annuitant's life
               expectancy  according  to  regulations under  Code
               Section  401(a)(9),  determined  as  of  the  date
               payments are to commence; or
          d)   A   period   certain   greater   than   the   life
               expectancies  of   the  Annuitant  and   the  Plan
               beneficiary  according  to regulations  under Code
               Section   401(a)(9)  determined  as  of  the  date
               payments are to begin.
  5.04    Death Provision:

          When  an Annuitant  dies  under options  3  and 4,  the
          present value of any remaining guaranteed payments will
          be paid in  one sum  or payments will  continue at  the
          direction of  the Contract  Holder, in accordance  with
          the Plan.  If a  Plan beneficiary dies  while receiving
          Annuity payments,  the present  value of  any remaining
          payments  will be paid in  one lump sum  as directed by
          the  Contract   Holder.  The  interest  rate   used  to
          determine the present value for a lump sum payment will
          be  the  rate  used  to  determine  the  first  Annuity
          payment.

          In no  event may any  payments to the  Plan beneficiary
          under an Annuity Option extend beyond:

          a)   The life  of the payee  determined as of  the date
               payments are to commence; or
          b)   Any certain period greater  than the payee's  life
               expectancy as determined by regulations under Code
               Section 401(a)(9)  as of the date  payments are to
               begin.

          However, if a Plan  beneficiary dies while under Option
          1  or  while receiving  Annuity  payments,  the present
          value of  any remaining payments  will be  paid in  one
          lump sum  to the  estate of the  Plan beneficiary.  The
          interest rate used to  determine the first payment will
          be used to calculate the present value.

  5.05    Fund Annuity Units:

          The number  of Fund(s)  Annuity Units  is based  on the
          amount of  the first Variable Annuity  payment which is
          equal to:

          a)   The  portion of  the Current  Value including  any

  <PAGE> 50
<PAGE>






               applicable MVA (see 3.08)  or premium tax, applied
               to pay a Variable Annuity; divided by 
          b)   1,000; multiplied by 
          c)   The payment rate for the option chosen.

          Such amount,  or portion, of the  variable payment will
          be divided  by  the appropriate  Fund(s)  Annuity  Unit
          Value (See  5.06) on the tenth  Valuation Period before
          the due  date  of the  first payment  to determine  the
          number of  each Fund Annuity Units. The  number of each
          Fund Annuity Units  remains fixed. Each  future payment
          is  equal to  the  sum of  the  products of  each  Fund
          Annuity Unit Value multiplied by the appropriate number
          of  Units. The  Fund  Annuity Unit  Value on  the tenth
          Valuation Period prior  to the due date of  the payment
          is used.

  5.06    Fund Annuity Unit Value:

          For any Valuation Period,  a Fund(s) Annuity Unit Value
          is equal to:

          a)   The Value for the previous Period; multiplied by 
          b)   The Annuity  net return  factor(s) (See  5.07) for
               the Period; multiplied by 
          c)   A factor to reflect  the assumed annual net return
               rate. (See Contract Schedule II).

          The  dollar value  of a  Fund Annuity Unit  and Annuity
          payments  may go up or  down due to  investment gain or
          loss.

          Payments shall  not be  changed due to  changes in  the
          mortality or expense results or administrative charges.

  5.07    Fund Annuity Net Return Factor.

          The Annuity Net Return Factor(s) is used to compute all
          Separate Account Annuity payments for any Fund.

          The Annuity Net Return Factor(s) for each Fund is equal
          to 1.0000000 plus the net return Rate.

          The Net Return Rate is equal to:

          a)   The  value of the shares  of the Fund  held by the
               Separate Account at the end of a Valuation Period;
               minus
          b)   The  value of the shares  of the Fund  held by the
               Separate  Account at  the start  of the  Valuation
               Period; plus or minus
          c)   Taxes  (or reserves  for  taxes)  on the  Separate

  <PAGE> 51
<PAGE>






               Account (if any);
          d)   Divided by  the total value of  the Fund(s) Record
               Units and  Fund(s) Annuity  Units of  the Separate
               Account  at  the start  of  the Valuation  Period;
               minus
          e)   Minus  a daily  charge for  Annuity  mortality and
               expense risks,  which  may include  profit, and  a
               daily administrative charge (at the annual rate as
               shown on Contract Schedule II).

          A Net Return Rate may be more or less than 0%.

          The value  of a share of  the Fund is equal  to the net
          assets  of the  Fund  divided by  the number  of shares
          outstanding.

  5.08    Annuity Options:

          The Contract  Holder may direct Aetna  to make payments
          according to one of the following options.

          Option 1 -- Payments of Interest on Sum Left with Aetna
          -- This Option may be used only by the Plan beneficiary
          when  the Participant  dies  before  Aetna has  started
          paying an Annuity.  A portion  or all of  the sum  paid
          upon  death may be held  under this Option  and will be
          held in the General Account  of Aetna at interest.  The
          Contract Holder, on behalf of the Plan beneficiary, may
          later tell Aetna to:

          a)   Pay a portion or all of the sum held by Aetna; or 

          b)   Apply a portion or all of the sum held by Aetna to
               any Annuity Option below.

          If the Plan beneficiary  is the Participant's surviving
          spouse, the lump-sum payment may be deferred to a  date
          not later than when the Participant would have attained
          age 70 1/2.

          If  the Plan beneficiary is not  a spouse, the Contract
          Holder must tell  Aetna to  pay the full  sum within  5
          years after the death of the Participant.

          Option 2 -- Payments for a Stated Period of Time --  An
          Annuity  will be  paid for the  number of  years chosen
          (See Contract Schedule II).

          If payments for this  option are made under  a Variable
          Annuity, the  present value  of any  remaining payments
          may  be  withdrawn at  any  time.  If  a withdrawal  is
          requested  prior   to  the  minimum  number   of  years

  <PAGE> 52
<PAGE>






          specified on  Contract Schedule II, it  will be subject
          to  any withdrawal  fee,  if applicable  (See  Contract
          Schedule I).

          Option 3 -- Life Income -- An Annuity  will be paid for
          the  life of  the Annuitant.  Aetna may  also guarantee
          payments for 60, 120, 180, or 240 months if so directed
          by the Contract Holder.

          Option 4 --  Life Income  based upon the  lives of  two
          Annuitants --  An Annuity will be paid during the lives
          of the Annuitant and  a second Annuitant. Payments will
          continue  until both  Annuitants have  died.  When this
          option is  chosen, a choice  of the  following must  be
          made:

          a)   100% of  the payment  to continue after  the first
               death; 

          b)   66 2/3% of the payment to continue after the first
               death; 

          c)   50%  of the  payment to  continue after  the first
               death; 

          d)   Payments for a minimum of 120 months, with 100% of
               the payment to continue after the first death; or 

          e)   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.


          Other Options -- Aetna may make other options available
          as  allowed  by the  laws of  the  state in  which this
          Contract is delivered.

















  <PAGE> 53
<PAGE>






                              OPTION 2
                Payments for a Stated Period of Time

          Amount of First Monthly Payment for Each $1,000
          After Deduction of any Charge for Premium Taxes


     Rates for a Fixed Annuity with Guaranteed Interest Rate of
  3.0%


          <TABLE>

          <CAPTION>
                     Guaranteed Monthly     Quarterly Semi-Annual Annual

          Years      Rate       Payment     Payment   Payment    Payments
          <S>        <C>        <C>         <C>       <C>        <C>

          5          3.00%      $17.91      $53.59    $106.78    $211.99
          6          3.00%       15.14       45.30      90.27     179.22

          7          3.00%       13.16       39.39      78.49     155.83
          8          3.00%       11.68       34.96      69.66     138.31

          9          3.00%       10.53       31.52      62.81     124.69
          10         3.00%        9.61       28.77      57.33     113.82

          11         3.00%        8.86       26.52      52.85     104.93
          12         3.00%        8.24       24.65      49.13      97.54

          13         3.00%        7.71       23.08      45.98      91.29
          14         3.00%        7.26       21.73      43.29      85.95

          15         3.00%        6.87       20.56      40.96      81.33
          16         3.00%        6.53       19.54      38.93      77.29

          17         3.00%        6.23       18.64      37.14      73.74
          18         3.00%        5.96       17.84      35.56      70.59

          19         3.00%        5.73       17.13      34.14      67.78
          20         3.00%        5.51       16.50      32.87      65.26

          21         3.00%        5.32       15.92      31.72      62.98
          22         3.00%        5.15       15.40      30.68      60.92

          23         3.00%        4.99       14.92      29.74      59.04
          24         3.00%        4.84       14.49      28.88      57.33

          25         3.00%        4.71       14.09      28.08      55.76
          26         3.00%        4.59       13.73      27.36      54.31


  <PAGE> 54
<PAGE>






          27         3.00%        4.47       13.39      26.68      52.97
          28         3.00%        4.37       13.08      26.06      51.74

          29         3.00%        4.27       12.79      25.49      50.60
          30         3.00%        4.18       12.52      24.95      49.53

            </TABLE>














































  <PAGE> 55
<PAGE>






                              OPTION 2
                Payments for a Stated Period of Time

          Amount of First Monthly Payment for Each $1,000
          After Deduction of any Charge for Premium Taxes


    Rates for a Variable Annuity with Assumed Net Return Rate of
  3.5%


          <TABLE>

          <CAPTION>
          Years      Monthly    Quarterly   Semi-Annual Annual

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

          5          $18.12     $54.19      $107.92   $213.99
          6           15.35      45.92        91.44    181.32

          7           13.38      40.01        79.69    158.01
          8           11.90      35.59        70.88    140.56

          9           10.75      32.16        64.05    127.00
          10           9.83      29.42        58.59    116.18

          11           9.09      27.18        54.13    107.34
          12           8.46      25.32        50.42     99.98

          13           7.94      23.75        47.29     93.78
          14           7.49      22.40        44.62     88.47

          15           7.10      21.24        42.31     83.89
          16           6.76      20.23        40.29     79.89

          17           6.47      19.34        38.51     76.37
          18           6.20      18.55        36.94     73.25

          19           5.97      17.85        35.54     70.47
          20           5.75      17.22        34.28     67.98

          21           5.56      16.65        33.15     65.74
          22           5.39      16.13        32.13     63.70

          23           5.24      15.66        31.19     61.85
          24           5.09      15.24        30.34     60.17

          25           4.96      14.85        29.56     58.62
          26           4.84      14.49        28.85     57.20


  <PAGE> 56
<PAGE>






          27           4.73      14.15        28.19     55.90
          28           4.63      13.85        27.58     54.69

          29           4.53      13.57        27.02     53.57
          30           4.45      13.30        26.49     52.53

          </TABLE>














































  <PAGE> 57
<PAGE>






                              OPTION 2
                Payments for a Stated Period of Time

          Amount of First Monthly Payment for Each $1,000
          After Deduction of any Charge for Premium Taxes


   Rates for a Variable Annuity with Assumed Net Return Rate Rate
  of 5.0%

      <TABLE>
      <CAPTION>

          Years      Monthly    Quarterly   Semi-Annual Annual
                     Payment    Payment     Payment   Payment

          <S>        <C>        <C>         <C>       <C>
          5          $18.74     $56.00      $111.33   $219.98

          6           15.99      47.77        94.96    187.64
          7           14.02      41.90        83.30    164.59

          8           12.56      37.52        74.58    147.35
          9           11.42      34.11        67.81    133.99

          10          10.51      31.40        62.42    123.34
          11           9.77      29.19        58.03    114.66

          12           9.16      27.36        54.38    107.45
          13           8.64      25.81        51.31    101.39

          14           8.20      24.50        48.69     96.21
          15           7.82      23.36        46.44     91.75

          16           7.49      22.37        44.47     87.88
          17           7.20      21.51        42.75     84.48

          18           6.94      20.74        41.23     81.47
          19           6.71      20.06        39.88     78.80

          20           6.51      19.46        38.68     76.42
          21           6.33      18.91        37.59     74.28

          22           6.17      18.42        36.62     72.35
          23           6.02      17.98        35.73     70.61

          24           5.88      17.57        34.93     69.02
          25           5.76      17.20        34.20     67.57

          26           5.65      16.87        33.53     66.25
          27           5.54      16.56        32.92     65.04


  <PAGE> 58
<PAGE>






          28           5.45      16.28        32.35     63.93
          29           5.36      16.01        31.83     62.90

          30           5.28      15.77        31.35     61.95
      </TABLE>
















































  <PAGE> 59
<PAGE>






                              OPTION 3
                            Life Income

          Amount of First Monthly Payment for Each $1,000
          After Deduction of any Charge for Premium Taxes

     Rates for a Fixed Annuity with Guaranteed Interest Rate of
  3.0%
         Payments Guaranteed for a Stated Period of Months


       <TABLE>

       <CAPTION>
         Adjusted

         Age of
         Annuitant   None       60          120       180        240

           <S>       <C>        <C>         <C>       <C>        <C>
          50         $4.05      $4.05       $4.03     $3.99      $3.93

          51          4.12       4.11        4.09      4.05       3.99
          52          4.19       4.19        4.16      4.11       4.04

          53          4.27       4.26        4.23      4.18       4.10
          54          4.35       4.34        4.31      4.25       4.16


          55          4.44       4.42        4.39      4.32       4.22

          56          4.53       4.51        4.47      4.40       4.29
          57          4.62       4.61        4.56      4.48       4.35

          58          4.72       4.71        4.65      4.56       4.42
          59          4.83       4.81        4.75      4.64       4.49


          60          4.95       4.93        4.86      4.73       4.55

          61          5.07       5.05        5.97      4.83       4.62
          62          5.20       5.17        5.08      4.92       4.69

          63          5.34       5.31        5.20      5.02       4.76
          64          5.49       5.45        5.33      5.12       4.83


          65          5.65       5.61        5.47      5.22       4.89

          66          5.82       5.77        5.61      5.33       4.96
          67          6.01       5.94        5.75      5.44       5.02


  <PAGE> 60
<PAGE>






          68          6.20       6.13        5.91      5.54       5.08
          69          6.41       6.33        6.07      5.65       5.14

          70          6.64       6.54        6.23      5.76       5.19
          71          6.88       6.76        6.41      5.86       5.24

          72          7.14       7.00        6.59      5.97       5.28
          73          7.43       7.26        6.77      6.06       5.32

          74          7.73       7.53        6.96      6.16       5.35


          75          8.06       7.82        7.14      6.25       5.38
       </TABLE>

  Rates  are based on  mortality from 1983 Table  a. The rates do
  not differ by 
    sex.

  Rates for ages not  shown will be provided on request  and will
  be computed
     on a basis consistent with the rates in the above tables.































  <PAGE> 61
<PAGE>






                              OPTION 3
                            Life Income

          Amount of First Monthly Payment for Each $1,000
          After Deduction of any Charge for Premium Taxes

    Rates for a Variable Annuity with Assumed Net Return Rate of
  3.5%
         Payments Guaranteed for a Stated Period of Months

      <TABLE>
      <CAPTION>

          Adjusted
          Age of

          Annuitant  None       60          120       180        240
         <S>         <C>        <C>         <C>       <C>        <C>

          50         $4.34      $4.34       $4.31     $4.27      $4.22
          51          4.41       4.40        4.38      4.33       4.27

          52          4.48       4.47        4.45      4.40       4.32
          53          4.56       4.55        4.52      4.46       4.38

          54          4.64       4.63        4.59      4.53       4.44


          55          4.72       4.71        4.67      4.60       4.50
          56          4.81       4.80        4.75      4.67       4.56

          57          4.91       4.89        4.84      4.75       4.62
          58          5.01       4.99        4.93      4.83       4.69

          59          5.12       5.10        5.03      4.92       4.75


          60          5.23       5.21        5.13      5.00       4.82
          61          5.36       5.33        5.24      5.09       4.88

          62          5.49       5.45        5.35      5.19       4.95
          63          5.63       5.59        5.47      5.28       5.02

          64          5.78       5.73        5.60      5.38       5.08


          65          5.94       5.89        5.73      5.48       5.15
          66          6.11       6.05        5.87      5.58       5.21

          67          6.29       6.22        6.02      5.69       5.27
          68          6.49       6.41        6.17      5.79       5.33


  <PAGE> 62
<PAGE>






          69          6.70       6.60        6.33      5.90       5.38


          70          6.92       6.81        6.49      6.00       5.43
          71          7.17       7.04        6.66      6.10       5.48

          72          7.43       7.27        6.84      6.20       5.52
          73          7.71       7.53        7.02      6.30       5.55

          74          8.02       7.80        7.20      6.39       5.59


          75          8.35       8.08        7.38      6.48       5.62
       </TABLE>

  Rates  are based on  mortality from 1983 Table  a. The rates do
  not differ by
    sex.

  Rates for ages not  shown will be provided on request  and will
  be computed
    on a basis consistent with the rates in the above tables.































  <PAGE> 63
<PAGE>






                              OPTION 3
                            Life Income

          Amount of First Monthly Payment for Each $1,000
          After Deduction of any Charge for Premium Taxes

    Rates for a Variable Annuity with Assumed Net Return Rate of
  5.0%
         Payments Guaranteed for a Stated Period of Months

      <TABLE>
      <CAPTION>

          Adjusted
          Age of

          Annuitant  None       60          120       180        240
          <S>        <C>        <C>         <C>       <C>

          50         $5.26      $5.25       $5.22     $5.17      $5.11
          51          5.33       5.32        5.28      5.23       5.15

          52          5.40       5.38        5.34      5.29       5.20
          53          5.47       5.45        5.41      5.35       5.26

          54          5.54       5.53        5.48      5.41       5.31


          55          5.63       5.61        5.56      5.47       5.36
          56          5.71       5.69        5.63      5.54       5.42

          57          5.80       5.78        5.72      5.61       5.47
          58          5.90       5.88        5.81      5.69       5.53

          59          6.01       5.98        5.90      5.77       5.59


          60          6.12       6.09        6.00      5.85       5.65
          61          6.24       6.21        6.10      6.93       5.71

          62          6.37       6.33        6.21      6.02       5.77
          63          6.51       6.46        6.33      6.11       5.83

          64          6.66       6.60        6.45      6.20       5.89


          65          6.82       6.75        6.57      6.30       5.95
          66          6.99       6.91        6.71      6.39       6.01

          67          7.17       7.08        6.85      6.49       6.06
          68          7.36       7.27        6.99      6.59       6.12


  <PAGE> 64
<PAGE>






          69          7.57       7.46        7.15      6.69       6.17


          70          7.80       7.67        7.30      6.78       6.21
          71          8.05       7.89        7.47      6.88       6.25

          72          8.31       8.13        7.64      6.97       6.29
          73          8.59       8.38        7.81      7.06       6.33

          74          8.90       8.64        7.99      7.15       6.36


          75          9.23       8.93        8.16      7.23       6.38
      </TABLE>

  Rates  are based on  mortality from 1983 Table  a. The rates do
  not differ by
    sex.

  Rates for ages not  shown will be provided on request  and will
  be computed
    on a basis consistent with the rates in the above tables.































  <PAGE> 65
<PAGE>






                              OPTION 4
                     Life Income for Two Payees

          Amount of First Monthly Payment for Each $1,000
          After Deduction of any Charge for Premium Taxes


     Rates for a Fixed Annuity with Guaranteed Interest Rate of
  3.0%


         Payments Guaranteed for a Stated Period of Months

  <TABLE>
  <CAPTION>

          Adjusted Ages
  Annuitant      Second   Option   Option  Option Option   Option

                 Annuitant         4a      4b     4c       4d4e
     <S>         <C>      <C>      <C>     <C>    <C>      <C>

       55        50       $3.69    $4.05   $4.27  $3.69    $4.03
       55        55        3.88     4.25    4.47   3.87     4.14

       55        60        4.06     4.47    4.71   4.06     4.20


       60        55        3.99     4.44    4.71   3.98     4.42
       60        60        4.24     4.71    4.99   4.23     4.57

       60        65        4.49     5.01    5.32   4.48     4.64


       65        60        4.38     4.97    5.32   4.38     4.93
       65        65        4.72     5.33    5.70   4.71     5.14

       65        70        5.07     5.75    6.17   5.05     5.26


       70        65        4.93     5.68    6.15   4.91     5.66
       70        70        5.40     6.21    6.70   5.36     5.96

       70        75        5.89     6.82    7.40   5.81     6.12


       75        70        5.69     6.68    7.32   5.62     6.67
       75        75        6.37     7.45    8.15   6.23     7.12

       75        80        7.07     8.34    9.16   6.78     7.36
  </TABLE>


  <PAGE> 66
<PAGE>






  Rates are based on  mortality from 1983  Table a. The rates  do
  not differ by
    sex.

  Rates  for ages not shown will  be provided on request and will
  be computed
    on a basis consistent with the rates in the above tables.














































  <PAGE> 67
<PAGE>






                              OPTION 4
                     Life Income for Two Payees

          Amount of First Monthly Payment for Each $1,000
          After Deduction of any Charge for Premium Taxes


    Rates for a Variable Annuity with Assumed Net Return Rate of
  3.5%

  <TABLE>
  <CAPTION>

           Adjusted Ages
       Annuitant Second   Option   Option  Option Option   Option

                 Annuitant         4a      4b     4c       4d4e
     <S>         <C>      <C>      <C>     <C>    <C>      <C>

       55        50       $3.97    $4.35   $4.56  $3.97    $4.31
       55        55        4.16     4.54    4.76   4.15     4.42

       55        60        4.27     4.73    5.00   4.26     4.48


       60        55        4.27     4.73    5.00   4.26     4.70
       60        60        4.51     4.99    5.27   4.50     4.84

       60        65        4.66     5.25    5.61   4.65     4.93


       65        60        4.66     5.25    5.61   4.65     5.22
       65        65        4.99     5.61    5.99   4.98     5.42

       65        70        5.19     5.97    6.44   5.17     5.54


       70        65        5.19     5.97    6.44   5.17     5.93
       70        70        5.67     6.49    6.99   5.62     6.23

       70        75        5.95     6.96    7.61   5.87     6.40


       75        70        5.95     6.96    7.61   5.87     6.95
       75        75        6.64     7.73    8.43   6.48     7.40

       75        80        7.04     8.39    9.29   6.79     7.64
  </TABLE>


  Rates are  based on mortality from  1983 Table a.  The rates do


  <PAGE> 68
<PAGE>






  not differ by
    Sex.

  Rates for ages not  shown will be provided on request  and will
  be computed
    on a basis consistent with the rates in the above tables.















































  <PAGE> 69
<PAGE>






                              OPTION 4
                     Life Income for Two Payees

          Amount of First Monthly Payment for Each $1,000
          After Deduction of any Charge for Premium Taxes


    Rates for a Variable Annuity with Assumed Net Return Rate of
  5.0%

  <TABLE>
  <CAPTION>

          Adjusted Ages
       Annuitant Second   Option   Option  Option Option   Option

                 Annuitant         4a      4b     4c       4d4e
      <S>        <C>      <C>      <C>     <C>    <C>      <C>


       55        50       $4.88    $5.26   $5.48  $4.88    $5.23

       55        55        5.04     5.44    5.66   5.04     5.32
       55        60        5.15     5.63    5.91   5.14     5.38

       60        55        5.15     5.63    5.91   5.14     5.59
       60        60        5.37     5.87    6.16   5.37     5.72

       60        65        5.52     6.14    6.51   5.51     5.80
       65        60        5.52     6.14    6.51   5.51     6.10

       65        65        5.83     6.49    6.87   5.82     6.29
       65        70        6.04     6.84    7.34   6.00     6.41


       70        65        6.04     6.84    7.34   6.00     6.81

       70        70        6.49     7.35    7.87   6.44     7.08
       70        75        6.77     7.84    8.51   6.68     7.25


       75        70        6.77     7.84    8.51   6.68     7.81

       75        75        7.45     8.60    9.33   7.27     8.25
       75        80        7.86     9.28   10.20   7.57     8.49

  </TABLE>


  Rates are based  on mortality from  1983 Table a. The  rates do
  not differ by


  <PAGE> 70
<PAGE>






    sex.
  Rates  for ages not shown will be  provided on request and will
  be computed

    on a basis consistent with the rates in the above tables.
















































  <PAGE> 71
<PAGE>






              Aetna Life Insurance and Annuity Company


                    TRANSFER CREDIT ENDORSEMENT


  The Contract or Certificate is hereby endorsed as follows:



  Add  the  following  statement  to  the  end  of  Section  3.02
  entitled Net Contribution(s):




  Transferred Assets  are the value  of prior contributions  into
  an existing Plan which are  deposited into this Contract  as of
  the  date  the amount  is  received  in  good  order by  Aetna.
  Transferred Assets, less  any premium tax, will be allocated to
  Participant Individual  Accounts in  amounts authorized  by the
  Contract Holder. 



  Where Aetna is the  exclusive 403(b) Plan provider, Aetna  will
  apply a Transfer  Credit equal  to [2%]  of Transferred  Assets
  deposited  into   the  Contract  and  allocated  to  Individual
  Accounts. The Transfer  Credit amount is calculated  as of  the
  one  year anniversary of a Participant's first Net Contribution
  to  the  Contract.  The  calculation  for  any  Transfer Credit
  amount will be  based on the total amount of Transferred Assets
  remaining in Individual Accounts as of the calculation date.




  The Transfer Credit  amount will be allocated to the Fixed Plus
  Account. The amount  will include the Transfer Credit  plus any
  interest  that  would  have accrued  had  the  Transfer  Credit
  actually  been deposited  into  the Fixed  Plus Account  on the
  first   business   day   of   the  calendar   month   following
  calculation.



  Transfer Credit will not  be applied to assets transferred into
  the   Contract  from   existing  Aetna   Contracts.  Only   Net
  Contributions not previously  held by Aetna Life  Insurance and
  Annuity Company are eligible for Transfer Credit.



  <PAGE> 72
<PAGE>






  Endorsed  and made a part of the Contract or Certificate on the
  effective date of the Contract.



















































  <PAGE> 73
<PAGE>






                 This page intentionally left blank




















































  <PAGE> 74
<PAGE>






                 This page intentionally left blank




















































  <PAGE> 75
<PAGE>









                            [Aetna Logo]


              Aetna Life Insurance and Annuity Company
                 Home Office: 151 Farmington Avenue

                    Hartford, Connecticut  06156
                           (800) 525-4225


                 Group Combination Annuity Contract

                          Nonparticipating











  ALL PAYMENTS AND VALUES  PROVIDED BY  THE CONTRACT, WHEN  BASED
  ON INVESTMENT  EXPERIENCE OF A  SEPARATE ACCOUNT, ARE  VARIABLE
  AND  ARE  NOT GUARANTEED  AS  TO  FIXED  DOLLAR  AMOUNT.   THIS
  CONTRACT  CONTAINS   A   MARKET   VALUE   ADJUSTMENT   FORMULA.
  APPLICATION OF  A MARKET VALUE ADJUSTMENT  MAY RESULT IN EITHER
  AN  INCREASE OR  DECREASE  IN THE  CURRENT  VALUE.   THE MARKET
  VALUE ADJUSTMENT FORMULA  DOES NOT APPLY TO  A GUARANTEED  TERM
  AT THE TIME OF ITS MATURITY.


















  <PAGE> 76
<PAGE>









   Exhibit 99-B.4.2



















































            <PAGE>  1
<PAGE>






   [Aetna Logo]            Aetna Life Insurance and Annuity Company 
                           Home Office: 151 Farmington Ave
                           Hartford, CT 06156
                           (800) 525-4225


   Aetna Life  Insurance and Annuity  Company (Aetna) agrees  to pay  benefits
   according to the terms and conditions set forth in this Certificate.

   ___________________________________________________________________________
   

   Certificate of Group Annuity Coverage

   Aetna certifies  that an  account is  established for  you under  the Group
   Annuity ontract and Certificate numbers shown below.

   This certificate describes Group Annuity Contract  Provisions.  It replaces
   any  and all  prior certificates  or endorsements  issued to you  under the
   stated   Contract  and  Certificate  numbers.    This  Certificate  is  for
   information only and is not a part of the Contract.

   ___________________________________________________________________________
  

   Right to Cancel

   The  Certificate Holder  may  cancel  this Certificate  within 10  days  of
   receiving it  by returning this Certificate along with a  written notice to
   Aetna at  the above  address or to  the agent  from whom  it was purchased.
   Within  7  days after  it  receives  the notice  of  cancellation  and this
   Certificate at its Home Office, Aetna will return the entire  consideration
   paid plus any  increase or minus any  decrease in the current  value of any
   funds allocated to the Separate Account.

   Signed at the Home Office on the
   Effective Date.


                     /s/                           /s/


                     President                     Secretary


   Contract Holder                     Group Annuity Contract Number
   SPECIMEN                            SPECIMEN


   Certificate Holder                  Certificate Number
   SPECIMEN                            SPECIMEN

            <PAGE>  2
<PAGE>







   Annuitant Name                      Type of Plan
   SPECIMEN                            SPECIMEN



   ALL PAYMENTS AND VALUES PROVIDED BY THE CONTRACT, WHEN BASED ON  INVESTMENT
   EXPERIENCE OF A SEPARATE ACCOUNT, ARE VARIABLE AND ARE NOT GUARANTEED AS TO
   FIXED DOLLAR AMOUNT.   THIS CERTIFICATE CONTAINS A MARKET  VALUE ADJUSTMENT
   FORMULA. APPLICATION OF A  MARKET VALUE ADJUSTMENT MAY  RESULT IN EITHER AN
   INCREASE  OR DECREASE IN THE  CURRENT VALUE.   THE MARKET  VALUE ADJUSTMENT
   FORMULA DOES NOT 








































            <PAGE>  3
<PAGE>






   APPLY TO A GUARANTEED TERM AT THE TIME OF ITS MATURITY.








   Specifications
   ___________________________________________________________________________
   
   Guaranteed        There is a guaranteed interest rate for Contributions(s)
   Interest Rate     held  in the Fixed  Plus Account and the  GA Account (see
                     Contract Schedule I).

   ___________________________________________________________________________
   
   Deductions        There will be deductions for mortality and expense risks
   from the          and administrative fees (see 3.07 and 5.07).
   Separate
   Account
   ___________________________________________________________________________
   
   Deductions        Contribution(s) are subject to a deduction for premium
   from              taxes, if any (see 3.02).
   Contribution(s)

   ___________________________________________________________________________
  
   Withdrawal Fee    There may be a charge deducted upon withdrawal (see
                     Contract Schedule I).




















            <PAGE>  4
<PAGE>






   Table of Contents 

   Separate Account  . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
         Separate Account: . . . . . . . . . . . . . . . . . . . . . . . . . 7
         Charges to Separate Account:  . . . . . . . . . . . . . . . . . . . 7

   Fixed Plus Account  . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
         Minimum Guaranteed Interest Rate: . . . . . . . . . . . . . . . . . 7
         Partial Withdrawal: . . . . . . . . . . . . . . . . . . . . . . . . 7
         Full Withdrawal:  . . . . . . . . . . . . . . . . . . . . . . . . . 8

   Guaranteed Accumulation Account (GA Account)  . . . . . . . . . . . . . . 8
         Minimum Guaranteed Interest Rate: . . . . . . . . . . . . . . . . . 8

   Separate Account and GA Account . . . . . . . . . . . . . . . . . . . . . 9
         Withdrawal Fee: . . . . . . . . . . . . . . . . . . . . . . . . . . 9

   Separate Account, GA Account and Fixed Plus Account . . . . . . . . . . . 9
         Transfers:  . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
         Maintenance Fee:  . . . . . . . . . . . . . . . . . . . . . . . .  10
         Systematic Withdrawal Option (SWO): . . . . . . . . . . . . . . .  10
         Loan Interest Rate: . . . . . . . . . . . . . . . . . . . . . . .  10
   Separate Account  . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
         Charges to Separate Account:  . . . . . . . . . . . . . . . . . .  13
         Variable Annuity Assumed Annual Net Return Rate:  . . . . . . . .  13
         Annuity Option 2: . . . . . . . . . . . . . . . . . . . . . . . .  13
   Fixed Annuity . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
         Minimum Guaranteed Interest Rate: . . . . . . . . . . . . . . . .  13
   DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
         1.01 Accumulation Period: . . . . . . . . . . . . . . . . . . . .  15
         1.02 Adjusted Current Value:  . . . . . . . . . . . . . . . . . .  15
         1.03 Annuitant: . . . . . . . . . . . . . . . . . . . . . . . . .  15
         1.04 Annuity: . . . . . . . . . . . . . . . . . . . . . . . . . .  15
         1.05 Beneficiary: . . . . . . . . . . . . . . . . . . . . . . . .  15
         1.06  Code: . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
         1.07 Contract Holder: . . . . . . . . . . . . . . . . . . . . . .  15
         1.08 Contribution:  . . . . . . . . . . . . . . . . . . . . . . .  16
         1.09 Current Value: . . . . . . . . . . . . . . . . . . . . . . .  16
         1.10 Deposit Period:  . . . . . . . . . . . . . . . . . . . . . .  16
         1.11 Fixed Plus Account:  . . . . . . . . . . . . . . . . . . . .  16
         1.12 Fixed Plus Account Guaranteed Interest Rate: . . . . . . . .  16
         1.13 Fixed Annuity: . . . . . . . . . . . . . . . . . . . . . . .  16
         1.14 Fund(s): . . . . . . . . . . . . . . . . . . . . . . . . . .  16
         1.15 General Account: . . . . . . . . . . . . . . . . . . . . . .  16
         1.16 Guaranteed Accumulation Account (GA Account):  . . . . . . .  16
         1.17 GA Account Guaranteed Interest Rate: . . . . . . . . . . . .  17
         1.18 Guaranteed Term (Term):  . . . . . . . . . . . . . . . . . .  17
         1.19 Individual Account:  . . . . . . . . . . . . . . . . . . . .  17
         1.20 Loan Account:  . . . . . . . . . . . . . . . . . . . . . . .  17
         1.21  Loan Effective Date:  . . . . . . . . . . . . . . . . . . .  17
         1.22 Loan Interest Rate:  . . . . . . . . . . . . . . . . . . . .  17

            <PAGE>  5
<PAGE>






         1.23 Maintenance Fee: . . . . . . . . . . . . . . . . . . . . . .  18
         1.24 Market Value Adjustment (MVA): . . . . . . . . . . . . . . .  18
         1.25 Matured Term Value:  . . . . . . . . . . . . . . . . . . . .  18
         1.26 Matured Term Value Transfer: . . . . . . . . . . . . . . . .  18
         1.27 Maturity Date: . . . . . . . . . . . . . . . . . . . . . . .  18
         1.28 Monthly Average Corporates:  . . . . . . . . . . . . . . . .  18
         1.29 Net Contribution:  . . . . . . . . . . . . . . . . . . . . .  18
         1.30 Nonunitized Separate Account:  . . . . . . . . . . . . . . .  18
         1.31 Participant: . . . . . . . . . . . . . . . . . . . . . . . .  19
         1.32 Plan:  . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
         1.33 Reinvestment:  . . . . . . . . . . . . . . . . . . . . . . .  19
         1.34 Separate Account:  . . . . . . . . . . . . . . . . . . . . .  19
         1.35 Transfer:  . . . . . . . . . . . . . . . . . . . . . . . . .  19
         1.36  Transferred Assets: . . . . . . . . . . . . . . . . . . . .  19
         1.37 Valuation Period:  . . . . . . . . . . . . . . . . . . . . .  20
         1.38 Variable Annuity:  . . . . . . . . . . . . . . . . . . . . .  20
         1.39 Withdrawal Fee:  . . . . . . . . . . . . . . . . . . . . . .  20

   II. GENERAL PROVISIONS  . . . . . . . . . . . . . . . . . . . . . . . .  20
         2.01 Change of Contract:  . . . . . . . . . . . . . . . . . . . .  20
         2.02 Change of Fund:  . . . . . . . . . . . . . . . . . . . . . .  20
         2.03 Nonparticipating Contract: . . . . . . . . . . . . . . . . .  20
         2.04 Payments:  . . . . . . . . . . . . . . . . . . . . . . . . .  21
         2.05 State Laws:  . . . . . . . . . . . . . . . . . . . . . . . .  21
         2.06 Control of Contract: . . . . . . . . . . . . . . . . . . . .  21
         2.07 Designation of Beneficiary:  . . . . . . . . . . . . . . . .  22
         2.08 Misstatements and Adjustments: . . . . . . . . . . . . . . .  22
         2.09 Incontestability:  . . . . . . . . . . . . . . . . . . . . .  22
         2.10 Grace Period:  . . . . . . . . . . . . . . . . . . . . . . .  23
         2.11 Individual Certificates: . . . . . . . . . . . . . . . . . .  23
         2.12 Aggregation of Contracts:  . . . . . . . . . . . . . . . . .  23

   III. CONTRIBUTIONS, CURRENT VALUE, AND WITHDRAWAL PROVISIONS  . . . . .  23
         3.01 Individual Account:  . . . . . . . . . . . . . . . . . . . .  23
         3.02 Net Contribution(s): . . . . . . . . . . . . . . . . . . . .  24
         3.03 Limitation on Contributions: . . . . . . . . . . . . . . . .  24
         3.04 Experience Credits:  . . . . . . . . . . . . . . . . . . . .  24
         3.04 Fund Record Units: . . . . . . . . . . . . . . . . . . . . .  24
         3.05  Fund Record Unit Value: . . . . . . . . . . . . . . . . . .  24
         3.06 Fund Net Return Factors: . . . . . . . . . . . . . . . . . .  25
         3.07  Market Value Adjustment (MVA):  . . . . . . . . . . . . . .  25
         3.08 Transfer(s): . . . . . . . . . . . . . . . . . . . . . . . .  26
         3.09  Notice to the Contract Holder:  . . . . . . . . . . . . . .  27
         3.10  Loans:  . . . . . . . . . . . . . . . . . . . . . . . . . .  27
         3.11 Manner and Timing of Distributions:  . . . . . . . . . . . .  29
         3.12 Withdrawal:  . . . . . . . . . . . . . . . . . . . . . . . .  30
         3.13 Withdrawal Value:  . . . . . . . . . . . . . . . . . . . . .  30
         3.14 Withdrawal Restrictions: . . . . . . . . . . . . . . . . . .  30
         3.15 Withdrawals from the GA Account: . . . . . . . . . . . . . .  31
         3.16 Withdrawal Fee Applicable to Funds and GA Account: . . . . .  31
         3.17 Payment of Fixed Plus Account Full Withdrawal: . . . . . . .  32

            <PAGE>  6
<PAGE>






         3.18 Reinstatement: . . . . . . . . . . . . . . . . . . . . . . .  33
         3.19 Payment of Minimum Current Value:  . . . . . . . . . . . . .  33
         3.20 Amount Payable at Death (Before Annuity Payments Start): . .  33

   IV. NON-ANNUITY DISTRIBUTION OPTIONS  . . . . . . . . . . . . . . . . .  33
         4.01 Distribution Options:  . . . . . . . . . . . . . . . . . . .  33
         4.02 Estate Conservation Option:  . . . . . . . . . . . . . . . .  34
         4.03 Systematic Withdrawal Option:  . . . . . . . . . . . . . . .  35

   V. ANNUITY PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . .  38
         5.01 Choices: . . . . . . . . . . . . . . . . . . . . . . . . . .  38
         5.02 Terms of Annuity Options:  . . . . . . . . . . . . . . . . .  39
         5.03 Annuity Payments to Annuitant: . . . . . . . . . . . . . . .  39
         5.04 Death Provision: . . . . . . . . . . . . . . . . . . . . . .  40
         5.05 Fund Annuity Units:  . . . . . . . . . . . . . . . . . . . .  40
         5.06 Fund Annuity Unit Value: . . . . . . . . . . . . . . . . . .  40
         5.07 Fund Annuity Net Return Factor:  . . . . . . . . . . . . . .  40
         5.08 Annuity Options: . . . . . . . . . . . . . . . . . . . . . .  41


































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                               Contract Schedule I
                                     Level A
                               Accumulation Period


   Separate Account:
   ___________________________________________________________________________
  


   Separate Account:

               Variable Annuity Account C

   Charges to Separate Account:

               A  daily charge  is deducted  from any  portion of  the Current
               Value  allocated  to   the  Separate  Account.  The  charge  is
               determined by  the value of  total assets held  by Aetna  under
               this Contract and  other Aetna contracts of the same  class, on
               each anniversary  date of this  Contract. The  daily charge for
               Annuity mortality and expense risk and  profit (M & E)  will be
               adjusted  (up or down)  no less often than  annually to reflect
               changes in the  Current Value of all Plan Accounts.  The charge
               will  include  a daily  administrative  charge  which  will not
               exceed [0.25%] on an annual basis.


         Total Assets         M & E                Administrative Charge 
                      (annual effective rate)      (annual effective rate)
            __________________________________________________________________
            

      Less than $500,000       1.25%            0.25%

      500,000 -  1,000,000     1.25%            0.25%

    1,000,001 -  5,000,000     1.25%            0.25%

    5,000,001 - 15,000,000     1.25%            0.25%

   Greater than 15,000,000     1.25%            0.25%

            Initial  charges will be based on Aetna's estimated year end asset
            level for the Contract Holder.

   Fixed Plus Account
   ___________________________________________________________________________
  

   Minimum Guaranteed Interest Rate:

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                  [3%] (effective annual rate of return).

                  Beginning on the tenth anniversary  of the effective date of
                  an  Individual Account,  Aetna will  credit amounts  with an
                  interest  rate that is at  least 0.25% higher  than the then
                  declared interest  rate for  Individual Accounts before  the
                  tenth anniversary.

   Partial Withdrawal:

                  The [20%]  annual limit  applicable to a  partial withdrawal
                  from  the  Fixed  Plus  Accounts will  be  waived  when  the
                  withdrawal is:



                  a)    due  to  the  Participant's death  (within  [six  (6)]
                        months of  the Participant's  date  of death),  before
                        Annuity benefit payments begin; or

                  b)    used to purchase Annuity benefits.

   Full Withdrawal:

                  The Payment of Fixed  Plus Account Full Withdrawal provision
                  will  be waived when the withdrawal is:

                  a)    Due to the Participant's death before Annuity payments
                        begin and  request for payment is  received within six
                        (6) months after the Participant's date of death;

                  b)    Used to purchase Annuity benefits; or

                  c)    When the amount in the Fixed Plus Account is $3,500 or
                        less and no amount has been  surrendered, transferred,
                        taken as a loan or  used to purchase Annuity  benefits
                        during the prior 12 months.


   Guaranteed Accumulation Account (GA Account)
   ___________________________________________________________________________
   


   Minimum Guaranteed Interest Rate:

                  [3%] (effective annual rate of return).


   Separate Account and GA Account
   ___________________________________________________________________________

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   Withdrawal Fee:

                  Length of Time from Individual

                  Account(s) Effective Date (Years)   Withdrawal Fee

                  Fewer than 5                              5%

                  5 or more, but fewer than 7               5%

                  7 or more, but fewer than 9               5%

                  9 or more, but fewer than 10              5% 

                  10 or more                                5%


            The withdrawal  fee will not be  deducted from any portion  of the
            Individual Account(s) Current Value which is paid:

                  -     Due to the Participant's death before Annuity payments
                        begin;

                  -     Used to purchase Annuity benefits;

                  -     Due to the election  of the Estate Conservation Option
                        (ECO) or  the Systematic Withdrawal Option  (SWO) (see
                        Section IV);

                  -     In  an amount  equal  to or  less  than [10%]  of  the
                        Individual Account Current Value, as part of the first
                        partial  withdrawal request  in a  calendar year  to a
                        Participant who is at  least age 59 1/2 and  less than
                        70  1/2.   The  Individual  Account  Current Value  is
                        calculated  as  of  the  date  the  partial withdrawal
                        request  is received  in  good order  at Aetna's  Home
                        Office.   Any outstanding  loans  from the  Individual
                        Account are excluded  when calculating the  Individual
                        Account Current Value.   This provision does not apply
                        to partial  withdrawal due to loan  defaults made from
                        the  Individual Account  and  does not  apply to  full
                        withdrawal  requests.    This  provision  may  not  be
                        exercised if SWO is elected;

                  -     When  the  Individual   Account(s)  Current  Value  is
                        [$3,500]  or less  and no  amount has  been withdrawn,
                        taken as a loan  or used to purchase  Annuity benefits
                        during the prior [12] months;


            <PAGE>  12
<PAGE>






                  -     To  relieve a  Participant's "financial  hardship," as
                        may  be allowed  for  annuity contracts  under Section
                        403(b)  of  the  Code  or  other  applicable  Internal
                        Revenue Service rules or regulations; or

                  -     On account of a Participant's separation from service.
                        The   Contract   Holder   must  submit   documentation
                        satisfactory to Aetna to  confirm that the Participant
                        is no longer providing services to the employer.

                  -     The  withdrawal fee  will never  exceed 8 1/2%  of the
                        total Contributions made to the Individual Account.

   Separate Account, GA Account and Fixed Plus Account
   ___________________________________________________________________________
  

   Transfers:

                        An unlimited  number of  Transfers may be  made during
                        the Accumulation Period.

   Maintenance Fee:

                        An   annual  Maintenance   Fee  may  be   charged,  as
                        determined by the value of total assets held  by Aetna
                        under this  Contract and other Aetna  contracts of the
                        same class, on each anniversary date of this Contract.
                        The Maintenance Fee may go up or down each year. Where
                        applicable, the  Maintenance Fee will  be charged  for
                        each Participant in the Contract.


                      Total Assets                        Maintenance Fee
   ___________________________________________________________________________
   

                   Less than $500,000                          $25.00
                   500,000 -  1,000,000                        $25.00
                 1,000,001 -  5,000,000                        $25.00
                 5,000,001 - 15,000,000                        $25.00

             Greater than 15,000,000                           $25.00

            Initial  charges will be based on Aetna's estimated year end asset
            level for the Contract Holder.

   Systematic Withdrawal Option (SWO):

                  The  Specified Payment  or Specified  Percentage may  not be
                  greater than  20% of the Individual  Account's Current Value

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                  at the time  of election.  The Specified Period  may not  be
                  less than 5 years.

   Loan Interest Rate:

                  a)    Plans subject to ERISA:   a Loan Interest Rate  is set
                        on the first  business day  of each month.   For  each
                        loan, the initial  Loan Interest Rate is  equal to the
                        Monthly  Average  Corporates  for  the  calendar month
                        beginning  two months  before  the  calendar month  in
                        which  the Loan  Effective Date  occurs.   The initial
                        Loan Interest  Rate is effective  for a period  of not
                        less than three  months and  not more  than one  year.
                        The period  is specified in  the loan agreement.   For
                        each period, the Loan Interest Rate is adjusted if the
                        new rate is at  least [0.5%] higher or lower  than the
                        previous rate. The Participant will receive reasonable
                        notification of any change to the Loan Interest Rate.

                  b)    Plans not subject  to ERISA:  [6%] on an annual basis.

                  See Section I. - DEFINITIONS for explanations. 






























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                              Contract Schedule II
                                 Annuity Period


   Separate Account
   ___________________________________________________________________________
   


   Charges to Separate Account:

                  A daily charge is  deducted from any portion of  the Current
                  Value allocated  to a  Variable Annuity. The  administrative
                  charge is  established upon  election of an  Annuity option.
                  This charge will not exceed [0.25%].

   Variable Annuity Assumed Annual Net Return Rate:

                  If  a  Variable Annuity  is  chosen, an  assumed  annual net
                  return  rate  of [5.0%]  may be  elected.  If [5.0%]  is not
                  elected, Aetna will use an assumed annual net return rate of
                  [3.5%].

                  The daily net return  rate factor for an assumed  annual net
                  return rate [3.5%] per year is [0.9999058].

                  The daily net return  rate factor for an assumed  annual net
                  return rate [5.0%] per year is [0.9998663].

                  If the portion of a Variable Annuity payment for any Fund is
                  not  to  decrease,  the  Annuity  return  factor  under  the
                  Separate Account for that Fund must be:

                  a)    [4.75%] on an annual basis plus an annual return of up
                        to [0.25%] to offset  the administrative charge set at
                        the  time  Annuity  payments commence  if  an  assumed
                        annual net return rate of [3.5%] is chosen; or

                  b)    [6.25%] on an annual basis plus an annual return of up
                        to [0.25%] to offset  the administrative charge set at
                        the  time  Annuity  payments commence,  if  an assumed
                        annual net return rate of [5%] is chosen.

    Annuity Option 2:

                  For amounts invested in the GA Account or one or more of the
                  Fund(s), the number of years must be at least [five (5)] and
                  not more than  [thirty (30)] and the Annuity may  be a Fixed
                  or Variable Annuity.

                  For amounts invested  in the Fixed Plus Account,  the number

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                  of  years must  be at  least  [five (5)]  and not  more than
                  [thirty (30)] and the Annuity must be a Fixed Annuity.


   Fixed Annuity
   ___________________________________________________________________________
   

    Minimum Guaranteed Interest Rate:

                  [3.0%] (effective annual rate of return).









































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   Definitions
   ___________________________________________________________________________
  


   1.01     Accumulation Period:

                  The period  during which Net Contribution(s)  are applied to
                  an Individual Account.

   1.02     Adjusted Current Value:

                  The Current Value (See  1.09) of an Individual  Account (See
                  1.19 and  3.01) plus or  minus any  applicable aggregate  GA
                  Account Market Value Adjustment, if applicable (See 3.08).

   1.03     Annuitant:

                  A person on  whose life  an Annuity payment  is based  under
                  this Contract.

   1.04     Annuity:

                  Payment of an income under the Annuity Provisions of Section
                  V:

                  a)    For the life of one or two persons;

                  b)    For a stated period; or

                  c)    For some combination of (a) and (b). 

                  Upon  certification  by the  employer  of  the Participant's
                  total disability, acceptance of retirement or termination of
                  employment,  the  Participant  has  the right  to  elect  an
                  Annuity Option.  Upon written  direction from  the Employer,
                  Aetna will pay annuity  benefits directly to the Participant
                  and as  payor, Aetna will be responsible for withholding any
                  applicable federal  or state  taxes and reporting  such sums
                  and  filing  any related  forms  with  the Internal  Revenue
                  Service and/or to any  applicable state taxing  authorities.
                  In the event  of the  death of the  Participant, Aetna  will
                  distribute   the   accumulated  balance   of   the  deceased
                  Participant's Individual Account, without surrender charges,
                  as previously  directed by  the electing Participant,  or in
                  the  absence   of  such  directions,  as   directed  by  the
                  Participant's beneficiary.

   1.05     Beneficiary:

                  The  person named to receive any benefits which remain under

            <PAGE>  20
<PAGE>






                  the  Contract after  the Participant's  death. The  Contract
                  Holder is the Contract Beneficiary. Participants designate a
                  Plan beneficiary for their Individual Accounts.

   1.06     Code:

                  The Internal Revenue Code of 1986, as amended.

   1.07     Contract Holder:

                  The  entity, named on the  cover of this  Contract, to which
                  the Contract is issued.



   1.08     Contribution:

                  A payment received at Aetna's  Home Office and allocated  to
                  this Contract.

   1.09     Current Value:

                  For  an Individual Account (See 1.19),  the Current Value is
                  the total of:
                  a)    The amount, if  any, in the  Fixed Plus Account,  with
                        interest earned to date;
                  b)    The amount, if any, in  the GA Account, with  interest
                        earned to date; and
                  c)    The value of all Fund Record Units (See 3.05), if any,
                        as of the most recent Valuation Period; plus
                  d)    Any amount due to experience credits; less
                  e)    Any Maintenance Fee(s) due.

   1.10     Deposit Period:

                  A calendar month, a calendar quarter, or any other period of
                  time specified  by Aetna during  which Net  Contribution(s),
                  Transfers and Reinvestments are accepted into the GA Account
                  for one or more Terms.

   1.11     Fixed Plus Account:

                  An accumulation  option with  a guaranteed  minimum interest
                  rate.  Aetna  may   credit  a  higher  rate   which  is  not
                  guaranteed. No withdrawal fee  applies. However, the portion
                  that may be withdrawn or transferred in a 12 month period is
                  restricted (See 3.09, 3.18 and 3.19).

   1.12     Fixed Plus Account Guaranteed Interest Rate:

                  Aetna will add interest daily at an annual rate no less than

            <PAGE>  21
<PAGE>






                  that shown on Contract Schedule I on any Net Contribution(s)
                  to the Fixed Plus Account. Aetna may add interest daily at a
                  higher rate determined by its Board of Directors.

   1.13     Fixed Annuity:

                  An Annuity with payments that do not vary in amount.

   1.14     Fund(s):

                  The  open-end  registered  management  investment  companies
                  (mutual funds) in which the Separate Account invests.

   1.15     General Account:

                  The account holding  the assets of  Aetna, other than  those
                  assets held  in Aetna's Separate Account(s)  and Nonunitized
                  Separate Account(s).

   1.16     Guaranteed Accumulation Account (GA Account):

                  An  accumulation  option where  Aetna  guarantees stipulated
                  rate(s)  of interest  for  a specified  period of  time. All
                  assets  of  Aetna,  including  amounts  in  the  Nonunitized
                  Separate Account,  are available to meet  the guarantees for
                  the GA Account.

   1.17     GA Account Guaranteed Interest Rate:

                  Aetna  will declare  the  interest rate(s)  applicable to  a
                  specific Guaranteed Term at the start  of the Deposit Period
                  for  that Guaranteed  Term.  The rate(s)  are guaranteed  by
                  Aetna  for that  Deposit Period  and the  ensuing Guaranteed
                  Term.  The Guaranteed  Interest Rates  are  annual effective
                  yields. That is, interest  is credited daily at a  rate that
                  will produce the Guaranteed Interest Rate over the period of
                  a year. No Guaranteed  Interest Rate will ever be  less than
                  the  Minimum  Guaranteed  Interest Rate  shown  on  Contract
                  Schedule I.

                  For Guaranteed  Terms of one  year or  less, one  Guaranteed
                  Interest  Rate is credited for the full Guaranteed Term. For
                  longer Guaranteed Terms, an initial Guaranteed Interest Rate
                  is  credited from  the  date of  deposit  to  the end  of  a
                  specified period  within the  Guaranteed Term. There  may be
                  different   Guaranteed   Interest   Rate(s)   declared   for
                  subsequent   specified   time   intervals   throughout   the
                  Guaranteed Term.

   1.18     Guaranteed Term (Term):


            <PAGE>  22
<PAGE>






                  The period of time for which GA Account Guaranteed Rates are
                  guaranteed on Net Contributions, Transfers and Reinvestments
                  made  into a current Deposit Period for the GA Account. Such
                  period  begins on the day following the close of the Deposit
                  Period and ends on  the designated Maturity Date. Guaranteed
                  Terms are offered at  Aetna's discretion for various lengths
                  of  time ranging  up  to and  including  ten years  and  are
                  classified as follows:
                  Short Term: Three (3) or fewer years. Amounts allocated to a
                  short Term are held in the General Account.

                  Long Term: More than three (3) years, but not more than  ten
                  (10).  Amounts  allocated to  a long  Term  are held  in the
                  Nonunitized Separate Account.
                  During a Deposit Period, Aetna may make available any number
                  of Guaranteed Terms. The Contract Holder, or Participant, if
                  authorized in  writing by the Contract  Holder, may allocate
                  Net Contributions  and  Transfers into  any  or all  of  the
                  available Guaranteed Terms.

   1.19     Individual Account:

                  Account(s) established, as directed by the Contract  Holder,
                  for  each Participant to keep a record of Current Value (See
                  1.09) and transactions.

   1.20     Loan Account:

                  For  each  loan  taken by  a  Participant,  the  loan amount
                  transferred from  the investment options is  credited to the
                  Loan Account.

   1.21     Loan Effective Date:

                  The date of on which Aetna receives a loan agreement in good
                  order at its Home Office.

   1.22     Loan Interest Rate:

                  The  interest  rate Aetna  charges  on  a loan(see  Contract
                  Schedule I).



   1.23     Maintenance Fee:

                  The Maintenance Fee will be deducted during the Accumulation
                  Period from  the sum of  the Current Value  of Participant's
                  Individual Accounts (see 2.12 Aggregation of  Contracts) and
                  upon   full  surrender   of  the   Participant's  Individual
                  Accounts, unless otherwise directed by the Contract  Holder.

            <PAGE>  23
<PAGE>






                  The  Maintenance  Fee for  Individual  Accounts  will be  as
                  established  for the  Contract on  Contract Schedule  I. The
                  Maintenance Fee is  deducted on  a pro rata  basis from  all
                  options  used  under  a  Participant's  Individual  Account.
                  However, the Maintenance Fee does not apply to each separate
                  Individual Account  established for  purposes of a  lump sum
                  Contribution.

   1.24     Market Value Adjustment (MVA):

                  An   adjustment  to  the  amount  prematurely  withdrawn  or
                  Transferred from a  GA Account Guaranteed Term  prior to the
                  end  of that  Guaranteed Term.  The adjustment  reflects the
                  change  in the  value of  the investment  due to  changes in
                  interest rates  since the  date of deposit  and is  computed
                  using the formula given in 3.08. The adjustment is expressed
                  as a percentage of each dollar being withdrawn.

   1.25     Matured Term Value:

                  The  amount  payable  on  a  GA  Account  Guaranteed  Term's
                  Maturity Date.

   1.26     Matured Term Value Transfer:

                  During the  calendar month  following a GA  Account Maturity
                  Date, the  Contract Holder, or Participant  if authorized in
                  writing  by the  Contract  Holder, may  notify Aetna's  Home
                  Office in writing to Transfer or withdraw all or part of the
                  Matured  Term Value,  plus  interest at  the new  Guaranteed
                  Interest Rate  accrued thereon, from the  GA Account without
                  an MVA.  This  provision  only  applies to  the  first  such
                  written  request  received  from  the  Contract  Holder,  or
                  Participant if authorized in writing by the Contract Holder,
                  during this period for any Matured Term Value.

   1.27     Maturity Date:

                  The last day of a GA Account Guaranteed Term.
   1.28     Monthly Average Corporates:

                  Moody's   Corporate   Bond  Yield   Average-Monthly  Average
                  Corporates published   by Moody's Investors  Service, or its
                  successor,  or a  substantially  similar average  as may  be
                  allowed by law or regulation.
   1.29     Net Contribution:

            A Contribution less any applicable premium taxes.

   1.30     Nonunitized Separate Account:


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<PAGE>






                  An account established by Aetna under Section 38a-433 of the
                  Connecticut  General  Statutes  that  holds  assets  for  GA
                  Account  Terms  (See 1.18)  greater  than  three years.  The
                  Contract Holder and/or  Participant does not  participate in
                  the  investment gain  or loss  from the  assets held  in the
                  Nonunitized  Separate Account.  Such gain  or loss  is borne
                  entirely by  Aetna. Assets  in this  account may be  charged
                  with liabilities arising out of any other Aetna business.

   1.31     Participant:

                  A person who participates in the Plan of the Contract Holder
                  named on the cover of this Contract.

   1.32     Plan:

                  The Plan, named  on the cover of  this Contract, established
                  under Code  Section 403(b). The  Plan is not  a part of  the
                  Contract and Aetna is not bound by its terms.

   1.33     Reinvestment:

                  Aetna  will  mail  a  notice  to  the  Contract  Holder,  or
                  Participant if  applicable, at least eighteen  (18) calendar
                  days before  a Guaranteed Term's Maturity  Date. This notice
                  will contain the Terms  available during the current Deposit
                  Periods with their Guaranteed Interest Rate(s) and projected
                  Matured Term Value. If no specific direction is given by the
                  Contract Holder or Participant,  if applicable, prior to the
                  Maturity Date, each Matured Term Value will be reinvested in
                  the current Deposit Period for a Guaranteed Term of the same
                  duration.  If a  Guaranteed  Term of  the  same duration  is
                  unavailable, each Matured  Term Value will automatically  be
                  reinvested  in  the  current  Deposit Period  for  the  next
                  shortest   Guaranteed    Term   available   in    the   same
                  classification. If no shorter  Guaranteed Term is available,
                  the  next longer  Guaranteed Term will  be used.  Aetna will
                  mail  a confirmation  statement  to the  Contract Holder  or
                  Participant, if applicable, the  next business day after the
                  Maturity Date.  This notice  will state the  Guaranteed Term
                  and  Guaranteed Interest  Rate(s)  which will  apply to  the
                  reinvested Matured Term Value.

   1.34     Separate Account:

                  An account,  established by  Aetna under Section  38a-433 of
                  the Connecticut General Statutes, that buys and holds shares
                  of the Fund(s) available  under this Contract. Income, gains
                  or losses, realized or unrealized are credited or charged to
                  the Separate  Account without regard to  other income, gains
                  or  losses of  Aetna.  Aetna owns  the  assets held  in  the

            <PAGE>  25
<PAGE>






                  Separate  Account  and is  not  a trustee  of  such amounts.
                  Amounts in the Separate Account are not generally guaranteed
                  and are held  at market  value. The assets  of the  Separate
                  Account,  to  the  extent  of reserves  and  other  contract
                  liabilities  of the  Account, cannot  be charged  with other
                  Aetna liabilities arising out of any other Aetna business.

   1.35     Transfer:

                  The  movement  of  invested   amounts  among  the  available
                  Fund(s); the  Fixed Plus Account  and the GA  Account during
                  the Accumulation Period.

   1.36     Transferred Assets:  

                  Transferred Assets are the value of prior contributions with
                  another carrier  into an  existing Plan which  are deposited
                  into  this Contract as of the date the amount is received in
                  good order  by Aetna.  Transferred Assets,  less any premium
                  tax, will be allocated to Participant Individual Accounts in
                  amounts authorized by the Contract Holder.


   1.37     Valuation Period:

                  The  period of time commencing  at the end  of one valuation
                  date and ending at the end of the next valuation date.

   1.38     Variable Annuity:

                  An Annuity with payments  that vary with the  net investment
                  results of the Funds available during the Annuity period.

   1.39     Withdrawal Fee:

                  If  all or  any portion  of an  Individual Account  Value is
                  withdrawn during  the Accumulation Period,  a percentage  of
                  the amount withdrawn may  be deducted so that the  Aetna may
                  recover sales and administrative related expenses.



   II.      GENERAL PROVISIONS
   ___________________________________________________________________________
   

   2.01     Change of Contract:

                  Only  an authorized officer of Aetna may change the terms of
                  this  Contract.  Aetna reserves  the  right  to modify  this
                  Contract to  meet the  requirements of applicable  state and

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                  federal laws or regulations.  Aetna will notify the Contract
                  Holder and Certificate Holder in writing of any changes.

                  Aetna may change  the tables for  determining the amount  of
                  Annuity  benefit payments  without Contract  Holder consent.
                  Such  a change will not become effective earlier than twelve
                  months  after (1) the effective date of the Contract, or (2)
                  the  effective date of a previous change.  Aetna will notify
                  the  Contract Holder in  writing at  least thirty  (30) days
                  before  the effective date of  the change.   The change will
                  apply to all current and future Individual Accounts.

   2.02     Change of Fund:

                  Aetna, or the Separate Account may:

                  a)    Change  the  Fund(s)  in which  the  Separate  Account
                        invests; and/or
                  b)    Replace the shares of any Fund(s) held in the Separate
                        Account with shares of any other Fund(s).

                  Changes must be:

                  a)    Approved by  a majority  vote in the  Separate Account
                        with respect  to the  Fund(s) whose  shares are to  be
                        replaced;
                  b)    Deemed necessary by Aetna under the Investment Company
                        Act of 1940; or
                  c)    Deemed necessary by Aetna to accomplish the purpose of
                        the Separate Account.

                  Aetna will notify the Contract Holder of any such change.
   2.03     Nonparticipating Contract:

                  The Contract Holder, Participants, or Beneficiaries will not
                  have a right to share in the earnings of Aetna.

   2.04     Payments:

                  a)    Aetna  will  make  distributions  as directed  by  the
                        Contract Holder.  Aetna will  determine the amount  of
                        payments based on the Individual Account Current Value
                        as of the date on which a  request is received in good
                        order at  Aetna's Home  Office. Payments will  be made
                        within seven (7) calendar days of receipt of a written
                        request in good order at Aetna's Home Office.

                  b)    Aetna may defer payments: 

                        1)    for a period of up to six (6) months (unless not
                              allowed by state law); and 

            <PAGE>  27
<PAGE>






                        2)    as allowed by federal law.

   2.05     State Laws:

                  This Contract complies with  the laws of the state  in which
                  it is  delivered. Any  cash, death or  Annuity payments  are
                  equal  to or greater than the minimum required by such laws.
                  Annuity  tables  for legal  reserve  valuation  shall be  as
                  required  by state law.  Such tables  may be  different from
                  Annuity tables used to determine Annuity payments.

   2.06     Control of Contract:

                  The Contract Holder, or  authorized designee of the Contract
                  Holder,  may make  any choices  allowed under  this Contract
                  with respect to Individual  Accounts. Any choices made under
                  this  Contract must be in writing. Until receipt of any such
                  written choice at  its Home  Office, Aetna may  rely on  any
                  prior choices made. Neither  the Contract nor any Individual
                  Account is subject to the claims of Participants' creditors,
                  except to the extent permitted by law.

                  With   respect   to   Transfers   and   allocation   of  Net
                  Contributions, the  Contract Holder  may authorize  Aetna in
                  writing   to   accept  written   directions   directly  from
                  Participants.  The   Contract  Holder  may   also  authorize
                  Transfers and allocation changes  to be made by Participants
                  over the telephone services made available by Aetna.

                  The  Contract Holder  may,  by written  direction to  Aetna,
                  allow Participants  to select the investment  options of the
                  Employer   Account   and/or   the   Employee   Account.   No
                  distributions  will be made from the Employer Account or the
                  Employee   Account   without  the   Contract   Holder's  and
                  Participant's written  direction to Aetna,  unless otherwise
                  directed by the Plan. An in-service transfer pursuant to IRS
                  Revenue Ruling  90-24, subject to  any applicable withdrawal
                  fee, may be made only by written direction from the Contract
                  Holder  and Participant to Aetna, unless otherwise specified
                  by the Plan.  Checks for in-service  transfers will be  made
                  payable   only  to   the   acquiring  investment   provider.
                  Participants have no  rights to direct Aetna as  to payments
                  under  the Contract  unless  countersigned  by the  Contract
                  Holder.

                  a)    Nontransferable and Nonassignable:






            <PAGE>  28
<PAGE>






                  This    Contract   and    any   Individual    Accounts   are
                  nontransferable and  nonassignable, except to  Aetna in  the
                  event  of  a  loan  or pursuant  to  a  "qualified  domestic
                  relations order"  as set  forth under the  Retirement Equity
                  Act  of 1984 (REA).  In the event  a loan  is requested, the
                  Current Value of the Employee Account necessary to cover the
                  loan amount plus interest must be assigned to Aetna.

            b)    ERISA/REA Requirements:

                  The  Contract Holder shall notify  Aetna in   writing of the
                  applicability of  Title I of the  Employee Retirement Income
                  Security Act of 1974  (ERISA), as amended by  subsequent law
                  including REA, to the Plan. Aetna shall rely on the Contract
                  Holder's determination and representation  of applicability.
                  With respect to  any distribution made  from an Employee  or
                  Employer  Account  from a  Contract  subject  to ERISA,  the
                  Contract  Holder  must  certify  in  writing  that  all  the
                  appropriate  REA requirements  have  been met  and that  the
                  distribution is in accordance with the terms of the Plan.

            c)    Participant Rights/Employee Account:

                  The Participant has  a nonforfeitable right to the  value of
                  his or her  Employee Account pursuant to Code Section 403(b)
                  and the terms  of the  Plan as interpreted  by the  Contract
                  Holder (see 1.07). The  Contract Holder and Participant will
                  jointly make all choices under the Contract for the Employee
                  Account.

            d)    Participant Rights/Employer Account:

                  The Participant has  a nonforfeitable right to the  value of
                  his or her Employer Account pursuant to the terms of, and to
                  the extent of his  or her vested percentage under,  the Plan
                  as  interpreted by the  Contract Holder. It  is the Contract
                  Holder's   responsibility   to  maintain   records   of  the
                  Participant's vesting  percentages. Aetna will  not maintain
                  such  records. The  Contract  Holder will  make all  choices
                  under  the  Contract for  the  Employer  Account, except  as
                  otherwise provided in this Contract.

                  The  Contract Holder  and  each  Participant hereunder  have
                  agreed in writing to the  above terms and conditions, except
                  as otherwise provided, to have the Contract  Holder make all
                  choices  under the  Contract, except as  otherwise provided,
                  and  to be  bound  by the  Contract  Holder's directions  to
                  Aetna.  The Contract  Holder's and  Participant's signatures
                  are required for each request for a distribution.

   2.07     Designation of Beneficiary:

            <PAGE>  29
<PAGE>






                  The Contract Holder is  the Beneficiary under this Contract.
                  The Participant designates a beneficiary with the  employer,
                  pursuant to the terms of the Plan.

   2.08     Misstatements and Adjustments:

                  If Aetna  finds the age  of any payee  to be misstated,  the
                  correct facts will be used to adjust payments.

   2.09     Incontestability:

                  Aetna cannot  cancel this Contract  because of any  error of
                  fact on the application.
   2.10     Grace Period:

                  This Contract  will remain  in effect even  if Contributions
                  are not continued except as provided in 3.21.

   2.11     Individual Certificates:

                  Aetna  shall issue  certificates to  the Contract  Holder or
                  Participants as required by the state in which this Contract
                  is  delivered.   The  certificate  will   summarize  certain
                  provisions of the Contract. Certificates are for information
                  only and are not a part of the Contract.
                   
   2.12     Aggregation of Contracts:

                  The  Charges to  the  Separate Account  and Maintenance  Fee
                  described in Contract  Schedule I vary by  the Current Value
                  of Individual  Accounts. In determining such  Current Value,
                  Individual Accounts  of  the  following  contracts  will  be
                  aggregated:

                  a)    this Contract, and

                  b)    Aetna  contracts of  the same  class as  this Contract
                        covering  employees of  the  employer maintaining  the
                        Plan.

                  For  purposes  of determining  the  Daily  Asset Charge  and
                  Maintenance  Fee  under this    Contract,  where such  other
                  contract comes into existence  after the Effective Date, the
                  aggregation  will commence  no  later than the  first day of
                  the  next  succeeding  anniversary date.  Where  such  other
                  contract is in existence prior to, or on the Effective Date,
                  the aggregation will commence on the Effective Date.  


   III.     CONTRIBUTIONS, CURRENT VALUE, AND WITHDRAWAL PROVISIONS
   ___________________________________________________________________________

            <PAGE>  30
<PAGE>






  


   3.01     Individual Account:

                  Aetna   will   maintain   Individual   Accounts   for   Plan
                  Participants  as  directed  by  the  Contract   Holder.  The
                  Individual Accounts may be as follows:

                  a)    Employer  Account: This  Individual  Account  will  be
                        credited with employer Contributions; and

                  b)    Employee  Account: This  Individual  Account  will  be
                        credited  with  employee  Contributions,  specifically
                        employee salary reduction contributions.

                  The  Contract  Holder   may  make  one  or   more  lump  sum
                  Contribution(s) on behalf of one or more Participants. Aetna
                  will establish  a separate Individual Account  for each lump
                  sum Contribution  made, of more than a minimum amount stated
                  by  Aetna, on behalf of a Participant for whom an Individual
                  Account  exists  at the  time the  lump sum  Contribution is
                  made.  Such  Individual  Account(s)  will  be  designated as
                  Employer Accounts or Employee  Accounts as instructed by the
                  Contract Holder.

                  Aetna reserves the right not to accept any contibution.

   3.02     Net Contribution(s):

                  The Net Contribution equals the actual Contribution less any
                  applicable premium  tax. Generally,  Aetna  will deduct  the
                  premium tax when Annuity benefits are purchased (See Section
                  V). If Aetna  determines that under applicable state law, it
                  must pay a premium tax when the Contribution is received, or
                  at any other time, it  may deduct the tax at that  time. The
                  Net  Contribution(s) may  be  allocated among  the following
                  investment options:

                  a)    The Fixed Plus Account; and

                  b)    The current  Deposit  Period(s) for  Guaranteed  Terms
                        under the GA Account; and

                  c)    The Fund(s) in which the Separate Account invests.

                  The Contract  Holder must tell  Aetna the percentage  of all
                  Net  Contributions  to  allocate  to  one  or  more  of  the
                  investment options. The Contract  Holder or, if permitted by
                  the  Contract   Holder,  the  Participant  may   change  the
                  allocation of future Net  Contributions at any time, without

            <PAGE>  31
<PAGE>






                  charge.  Aetna  reserves  the  right to  require  a  minimum
                  Contribution amount per Individual Account.

   3.03     Limitation on Contributions:

                  The  Contribution(s)  made  to  a  Participant's  Individual
                  Account(s)  in  any year  cannot  exceed the  lesser  of the
                  amount  determined under  the  exclusion  allowance of  Code
                  Section 403(b)(2) or the annual additions limitation of Code
                  Section 415(c)(1).

                  In   addition,   in  no   event   may   the  Contribution(s)
                  attributable  to  elective  deferrals  as  defined  in  Code
                  Section  402(g) exceed  $9,500  (or, such  larger amount  as
                  adjusted  by  the  Secretary  of the  Treasury)  during  any
                  calendar  year,  unless  the  alternate  limitation  of Code
                  Section 402(g)(8) applies.

   3.04     Experience Credits:

                  Aetna may apply experience  credits under this Contract. Any
                  such credits will be computed as decided by Aetna.

   3.04     Fund Record Units:

                  The portion of the Net  Contribution(s) applied to each Fund
                  under the Separate Account will determine the number of Fund
                  Record  Units credited  to the  Individual Account  for that
                  Fund. This number is  equal to the Net Contribution  applied
                  to the Fund divided by the Fund Record Unit Value (See 3.06)
                  for  the  Valuation  Period  in which  the  Contribution  is
                  received in good order.

   3.05     Fund Record Unit Value:

                  A  Fund Record Unit Value is computed by multiplying the Net
                  Return Factor (See 3.07) for the current Valuation Period by
                  the Fund  Record Unit  Value for  the  previous Period.  The
                  dollar value of a Fund Record Unit, Separate Account assets,
                  and  Variable  Annuity payments  may go  up  or down  due to
                  investment gain or loss.




   3.06     Fund Net Return Factors:

                  The Net  Return Factor(s) are  used to compute  all Separate
                  Account record units for any Fund. The Net Return Factor for
                  each Fund is equal to 1.0000000 plus the Net Return Rate. 


            <PAGE>  32
<PAGE>






                  The Net Return Rate is equal to:

                  a)    The  value of  the  shares of  the  Fund held  by  the
                        Separate  Account at  the end  of a  Valuation Period;
                        minus
                  b)    The  value of  the  shares of  the  Fund held  by  the
                        Separate Account at the start of the Valuation Period;
                        plus or minus
                  c)    Taxes (or reserves for  taxes) on the Separate Account
                        (if any); 
                  d)    Divided by  the total value  of the Fund  Record Units
                        and Fund Annuity Units of  the Separate Account at the
                        start of the Valuation Period; 
                  e)    Minus a Separate Account charge at an annual effective
                        rate  as  shown on  Contract  Schedule  I for  Annuity
                        mortality  and expense  risks and  profit and  a daily
                        administrative charge which will not exceed the amount
                        shown on Contract Schedule I  on an annual basis.  The
                        administrative charge may  be changed annually  except
                        for  amounts  which  have  been used  to  purchase  an
                        Annuity.

                  A net return rate may be more or less than 0%.

                  The value of a share of the  Fund is equal to the net assets
                  of the Fund divided by the number of shares outstanding.

   3.07     Market Value Adjustment (MVA):

                  a)    An MVA will  be applied  to any withdrawal  from a  GA
                        Account Term before the Maturity Date due to:

                        1)    A Transfer; 
                        2)    A full or partial withdrawal; 
                        3)    A payment of a premium for Annuity Option 2.

                  The  amount of the withdrawal  will be adjusted  to a market
                  value amount as described in 

                  b)    Market  value adjusted  amounts will  be equal  to the
                        amount withdrawn multiplied by the following ratio:

                                        x
                                     ______
                                       365
                                 (1 + i)       
                              _____________________
                                        x
                                     ______
                                       365
                                 (1 + j)       

            <PAGE>  33
<PAGE>






                  Where:
                  i is the Deposit Period Yield 
                  j is the Current Yield 
                  x is the number of days  remaining, (computed from Wednesday
                  of the week of withdrawal) in the Term.
                  c)    The  Deposit Period  Yield and  Current Yield  will be
                        determined as follows:

                        1)    At  the close of  the last business  day of each
                              week  of the  Deposit  Period, a  yield will  be
                              computed as  the average  of the yields  on that
                              day of  U.S. Treasury Notes which  mature in the
                              last three months of the Term.

                        2)    The Deposit Period Yield is the average of those
                              yields for the Deposit Period. If withdrawal  is
                              made prior  to the close of  the Deposit Period,
                              it is the average of  those yields on each  week
                              preceding withdrawal.

                        3)    The Current  Yield is the average  of the yields
                              on the  last business day of  the week preceding
                              withdrawal  on  the  same  U.S.  Treasury  Notes
                              included in the Deposit Period Yield.

                        4)    In the  event that no U.S.  Treasury Notes which
                              mature  in the  last  three months  of the  Term
                              exist, Aetna reserves the  right to use the U.S.
                              Treasury  Notes  that   mature  in  a  following
                              quarter.

                  d)    Full and partial withdrawals as well as Transfers made


                        1)    within  six (6)  months after  the Participant's
                              date of death under  the Amount Payable at Death
                              provision (See 3.22) will be the greater of:

                              (a)   The  aggregate MVA amount which is the sum
                                    of  all  market  value   adjusted  amounts
                                    calculated due to  a withdrawal of amounts
                                    (for  withdrawal  or Transfer)  from Terms
                                    prior  to  the  end of  those  Terms.  The
                                    aggregate  MVA may  be either  positive or
                                    negative; or

                              (b)   The  applicable  portion  of  the  Current
                                    Value in the GA Account.

                        2)    After the six month  period following death, the
                              withdrawal or Transfer will be the aggregate MVA

            <PAGE>  34
<PAGE>






                              amount (i.e., including all MVAs). 

                  e)    The  greater  of  the  aggregate  MVA  amount  or  the
                        applicable  portion of  the  Current Value  in the  GA
                        Account is  applied to  amounts withdrawn from  the GA
                        Account for payment of a premium under Annuity Options
                        3 or 4.

   3.08     Transfer(s):

                  Before an Annuity option  is elected, all or any  portion of
                  the Adjusted Current Value of  the Individual Account may be
                  transferred  from any Fund, the Fixed Plus Account or the GA
                  Account:

                  a)    To any other allowable Fund; or 
                  b)    To the Fixed Plus Account; or 
                  c)    To  any  Guaranteed  Term  of the  GA  Account  with a
                        different  classification  available  in  the  Current
                        Deposit Period.

                  Transfer requests can be  submitted as a percentage or  as a
                  dollar  amount.  Aetna  may  establish  a  minimum  transfer
                  amount. Within a Guaranteed  Term classification, the amount
                  transferred  will  be  withdrawn  from  the  oldest  Deposit
                  Period,  then  from the  next oldest,  and  so on  until the
                  amount requested is satisfied.

                  Amounts applied  to Guaranteed Terms  of the GA  Account may
                  not be transferred to  the Funds, the Fixed Plus  Account or
                  to another Guaranteed Term  during the Deposit Period  or 90
                  days after  the  close  of  the Deposit  Period  except  for
                  Matured Term Value(s)  during the  calendar month  following
                  the Term's Maturity Date.

                  Transfers  from  Guaranteed  Terms  of the  GA  Account  are
                  subject to the MVA provisions of 3.08.

                  During each rolling twelve  (12) month period, up to  20% of
                  the  Current Value  held in  the Fixed  Plus Account  may be
                  transferred to one  or more  of the Fund(s),  and/or the  GA
                  Account's then-current  Deposit  Period. The  20%  limit  is
                  reduced by any partial withdrawals, loans or amounts used to
                  purchase  an Annuity  during the  twelve (12)  month period.
                  Aetna reserves the right to  include amounts paid under  ECO
                  and SWO provisions for purposes of applying this 20%  limit.
                  This  limit is  waived when  the balance  in the  Fixed Plus
                  Account is $1,000 or  less on the date the  Transfer request
                  is received in good order at Aetna's Home Office.

                  The Contract Holder, or Participant if authorized in writing

            <PAGE>  35
<PAGE>






                  by the  Contract Holder,  may  make an  unlimited number  of
                  Transfers during the Accumulation Period.

   3.09     Notice to the Contract Holder:

                  Each year, Aetna will notify the Contract Holder of:

                  a)    The value of any amounts held in: 
                        1)    The Fixed Plus Account, 
                        2)    The GA Account, 
                        3)    The Fund(s) for the Separate Account; 
                  b)    The number of any Fund Record Units; 
                  c)    The Fund Record Unit Value(s); 
                  d)    The Loan Account balance; and 
                  e)    The amount available for withdrawal.

                  This information will  be as of  a date no  more than  sixty
                  (60) days before the date of the notice.

   3.10     Loans:

                  During  the accumulation  period, loans  are granted  (1) as
                  permitted under applicable law; (2) subject to the terms and
                  conditions  of the  loan agreement;  and, (3)  in accordance
                  with the following provisions.

                  a)    Amount available  for loan:  The  amount available for
                        loan  is  limited  to  the  vested individual  account
                        current    value     attributable    to    Participant
                        contributions,   plus  any  amounts   allowed  by  the
                        employer's   plan.     Amounts  available   from  some
                        investment  options  may  be  subject  to  limitations
                        specified in the  loan agreement.  To obtain  the loan
                        amount  requested, these  limitations may  require the
                        Participant  to  transfer  funds.    A   market  value
                        adjustment may apply to amounts transferred.

                        The minimum loan amount  is $1,000.  The maximum  loan
                        amount is the lesser of:



                        1)    Fifty  percent  (50%) of  the  vested individual
                              account  current  value,   including  any   Loan
                              Account,   reduced   by   the   amount   of  any
                              outstanding loan balance  on the Loan  Effective
                              Date; or

                        2)    Fifty  thousand dollars ($50,000) reduced by the
                              highest   outstanding   loan  balance   for  the
                              preceding 12 months.

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<PAGE>






                        The  amount of  all  outstanding  loans cannot  exceed
                        $50,000.

                  b)    Loan Interest Rate: A Loan Interest Rate is set on the
                        first  business day of each month.  For each loan, the
                        initial  Loan  Interest  Rate  is  the  rate  for  the
                        calendar  month  in  which  the  Loan  Effective  Date
                        occurs.   The initial Loan Interest  Rate is effective
                        for a period  of not  less than three  months and  not
                        more  than one year.   The period is  specified in the
                        loan agreement.   For  each period, the  Loan Interest
                        Rate  is adjusted  if the  new rate  is at  least 0.5%
                        higher   or  lower   than  the   previous   rate.  The
                        Participant  will  receive reasonable  notification of
                        any  change to the Loan Interest Rate.  As applicable,
                        the Loan Interest Rate is:

                        1)    Plans subject  to ERISA:  equal  to the  Monthly
                              Average  Corporates  for   the  calendar   month
                              beginning  two months  before the  Loan Interest
                              Rate is effective.

                        2)    Plans not subject to  ERISA: not greater than 8%
                              on an annual basis.

                  c)    Earned interest:   The  Loan Account is  credited with
                        interest at a  rate which  is not less  than the  Loan
                        Interest Rate, less 3%, on an annual basis.   Interest
                        credited to the Loan  Account will never be less  than
                        3%.

                  d)    Loan repayment:  Repayment is as set forth in the loan
                        agreement, or a  Participant may repay a loan  in full
                        at any time.

                  e)    Surrenders  while  a  loan  is outstanding:    If  the
                        Participant  requests  a  surrender  from  the  vested
                        individual  account  current  value while  a  loan  is
                        outstanding, one of the following occurs:

                        1)    If the amount of  the vested individual  account
                              current  value  available  for  distribution  is
                              sufficient  to  repay (a)  the  outstanding loan
                              balance,  plus  (b)  any applicable  Fixed  Plus
                              Account  default charge,  and (c)  any surrender
                              fee  due on  the outstanding loan  balance, that
                              amount,  minus  the  Loan  Account  balance,  is
                              deducted  from  the  vested  individual  account
                              current value and the loan is canceled.

                        2)    If the  amount of the  vested individual account

            <PAGE>  37
<PAGE>






                              current  value available for distribution is not
                              sufficient to repay the (a) the outstanding loan
                              balance,  plus  (b)  any  applicable  Fixed Plus
                              Account  default charge,  and (c)  any surrender
                              fee  due  on the  outstanding loan  balance, the
                              surrender  amount  cannot   exceed  the   vested
                              individual account current value,  including the
                              Loan Account, reduced by 125% of the outstanding
                              loan balance.  


                  f)    Electing   an   annuity  option   while   a   loan  is
                        outstanding:  Before all or any  portion of the vested
                        individual account  current  value is  applied  to  an
                        annuity   option,  the   Participant  may   repay  any
                        outstanding  loan  balance, or  the  vested individual
                        account current value is adjusted as described in (e).

                  g)    Death of the Participant  while a loan is outstanding:
                        If  a   death  benefit  claim  is   submitted  for  an
                        individual  account  with  an  outstanding  loan,  the
                        individual account current value, including the amount
                        of the Loan Account,  is reduced by the amount  of the
                        outstanding  loan  balance  before  the  death benefit
                        amount is determined.

                  h)    Loan  default:    If  Aetna does  not  receive  a loan
                        payment when due, the outstanding loan balance becomes
                        due.   If applicable, a 5% default charge may apply to
                        the  portion in excess of  20%, if any,  of the amount
                        transferred  from   the  Fixed  Plus  Account.     The
                        defaulted loan is treated as follows:

                        1)    If the amount of  the vested individual  account
                              current  value  available  for  distribution  is
                              sufficient to  repay  (a) the  outstanding  loan
                              balance,  plus (b)  any  applicable  Fixed  Plus
                              Account  default charge,  and (c)  any surrender
                              fee  due on  the outstanding loan  balance, that
                              amount,  minus  the  Loan  Account  balance,  is
                              deducted  from  the  vested  individual  account
                              current value and the loan is canceled.

                        2)    If the  amount of the  vested individual account
                              current value available for distribution  is not
                              sufficient  to  repay (a)  the  outstanding loan
                              balance,  plus  (b)  any applicable  Fixed  Plus
                              Account  default charge,  and (c)  any surrender
                              fee  due on the  outstanding loan balance, until
                              such   time  that   the   amount   due  can   be
                              distributed, the Loan Account continues  to earn

            <PAGE>  38
<PAGE>






                              interest,  and  interest   is  charged  on   the
                              outstanding  loan balance.    At that  time, the
                              amount  described in (h)(1)  is surrendered from
                              the  vested individual account current value and
                              the loan is canceled.


   3.11     Manner and Timing of Distributions:

                  a)    As directed by the  Contract Holder, a distribution to
                        a Participant may be made in a lump sum, as one of the
                        Distribution Options described  in Section  IV, or  as
                        one of the Annuity options in Section V.

                  b)    Generally, the distribution of benefits  accrued after
                        December 31,  1986,  must  begin by  April  1  of  the
                        calendar year following the calendar year in which the
                        Participant   attains  age  70  1/2.  However,  for  a
                        Participant who attained age  70 1/2 before January 1,
                        1988, the  distribution of such benefits  must be made
                        or  must begin  not  later than  the  April 1  of  the
                        calendar year following the calendar year in which the
                        Participant retires.





                        The above does not  apply if the Contract Holder  is a
                        governmental entity  or a church.  For Participants of
                        such an employer, the distribution of benefits accrued
                        after December  31, 1986, must  be made or  must begin
                        not  later than April 1 of the calender year following
                        the calendar year in which the Participant attains age
                        70 1/2 or retires, whichever occurs later.
                  c)    The required  distribution must be made  over the life
                        of  the  Participant  (or   the  joint  lives  of  the
                        Participant and the Plan beneficiary) or over a period
                        not exceeding the  life expectancy of  the Participant
                        (or the joint life expectancies of the Participant and
                        the  Plan beneficiary).
                  d)    If  the Contract Holder  does not request commencement
                        of  benefits as  described  above, Aetna  will not  be
                        responsible  for  compliance  with  the  Code  Section
                        401(a)(9) minimum distribution requirements or for any
                        adverse tax or other consequences that may result.

   3.12     Withdrawal:

                  a)    The Contract Holder may withdraw any portion or all of
                        an Individual  Account Current Value  by submitting  a

            <PAGE>  39
<PAGE>






                        written request to Aetna.
                  b)    Except  as  described  in  Section  3.19,  unless  the
                        Contract    Holder   specifies    otherwise,   partial
                        withdrawals  are satisfied by withdrawing amounts on a
                        pro rata basis from each of the investment  options in
                        which the Individual Account is invested.
                  c)    When  amounts  are  withdrawn  from  the  GA  Account,
                        amounts  in  Short-Term and  Long-Term Classifications
                        are treated as separate investment options and amounts
                        are   taken   on   a   pro  rata   basis.   Within   a
                        Classification,  amounts  will  be withdrawn  starting
                        with the Term still in  effect with the oldest Deposit
                        Period.
   3.13     Withdrawal Value: 

                  After deduction of  the Maintenance Fee (if any), the amount
                  payable  by Aetna upon the  withdrawal of any  portion of an
                  Individual Account from the Fund(s) or the  GA Account shall
                  be  reduced   by  a  Withdrawal  Fee,   if  applicable.  The
                  Withdrawal Fee will be in accordance with the Withdrawal Fee
                  table in Contract Schedule I.

                  No Withdrawal  Fee  is  deducted  from any  portion  of  the
                  Current Value which is paid from the Fixed Plus Account.

                  For  a  partial  or  full  withdrawal  from  any  Individual
                  Account,  Aetna must  receive  written  direction  from  the
                  Contract  Holder on  a  form  acceptable  to Aetna.  If  the
                  Contract is  subject to  ERISA, this direction  must include
                  certification that all of the REA waiver and spousal consent
                  requirements have been satisfied. Aetna may defer payment of
                  the  withdrawal  value  until  appropriate  Contract  Holder
                  certification is received.
   3.14     Withdrawal Restrictions:

                  Limitations  apply to  full and  partial withdrawals  of the
                  "restricted amount" from this  Contract, as required by Code
                  Section 403(b)(11). The restricted amount is the sum of:

                  a)    Net  Contributions  attributable  to  a  Participant's
                        salary  reduction  contributions  made  on  and  after
                        January 1, 1989; plus

                  b)    The net  increase, if  any, in  the December  31, 1988
                        value attributable to a Participant's salary reduction
                        contributions due to  investment gains and  losses and
                        creditied interest.

                  The restricted  amount may  be fully or  partially withdrawn
                  only if one or more of the following conditions are met.


            <PAGE>  40
<PAGE>






                  a)    The Participant has reached age 59 1/2; 

                  b)    The Participant has separated from service; 

                  c)    The Participant has died; 

                  d)    The   Participant  has  become  disabled,  within  the
                        meaning of Code Section 72(m)(7); or 

                  e)    The withdrawal  is otherwise  allowed by  federal law,
                        regulations or rulings.

                  A  full  or  partial  withdrawal  is  also  allowed  if  the
                  Participant  incurs a "hardship" as that  term is defined in
                  the Code or regulations  under Code Section 403(b). However,
                  the  amount available for hardship  is limited to the lesser
                  of  the  amount necessary  to satisfy  the  need or  the Net
                  Contributions  attributable  to  the   Participant's  salary
                  reduction contributions made on or after January 1, 1989.

                  The  Contract   Holder  must  certify  that   one  of  these
                  conditions has been met before a  withdrawal request will be
                  considered to  be in good  order. The  Contract Holder  must
                  notify  Aetna in  writing when a  lump sum payment  is to be
                  made or Annuity payments are to commence.

                  If, pursuant to Revenue Ruling 90-24, Aetna agrees to accept
                  under this Contract amounts  transferred from a Code Section
                  403(b)(7) custodial account, such amounts will be subject to
                  the  withdrawal  restrictions  set  forth  in  Code  Section
                  403(b)(7)(A)(ii).

   3.15     Withdrawals from the GA Account:

                  Full or  partial withdrawals  may be  requested at  any time
                  from the GA Account. However, amounts withdrawn prior to the
                  Maturity Date  of a Term  may be  subject to a  Market Value
                  Adjustment (See 3.08).

                  Full and partial  withdrawals are  satisfied by  withdrawing
                  amounts from  each of the  investment options  in which  the
                  Individual Account  is invested  (the Funds, the  Fixed Plus
                  Account, the GA Account Short-Term Classification and the GA
                  Account  Long-Term  Classification)  on  a  pro  rata basis.
                  However, the Contract Holder  may specify a particular order
                  in which  investment options will be liquidated  in order to
                  satisfy a partial surrender request.

   3.16     Withdrawal Fee Applicable to Funds and GA Account:

                  A  withdrawal  fee  (Deferred  Sales Charge)  may  apply  to

            <PAGE>  41
<PAGE>






                  withdrawals from  the GA Account and/or Funds.  The fee will
                  vary  according  to  the length  of  time  elapsed  from the
                  effective date of an Individual Account to the date when the
                  withdrawal request  is received.  For  each withdrawal,  the
                  withdrawal  fee  will be  determined  as  shown on  Contract
                  Schedule I.



                  During  each rolling  12-month  period,  up  to 20%  of  the
                  Current  Value in the Fixed Plus Account may be withdrawn as
                  a  partial  surrender. This  20%  limit  is reduced  by  any
                  amount(s) transferred, taken as  a loan or used  to purchase
                  an  Annuity  during  the  12  month  period.  The 20%  limit
                  applicable to partial surrenders from the Fixed Plus Account
                  will be waived when the  partial surrender is due to one  of
                  the conditions set forth in  Contract Schedule 1. The waiver
                  will apply provided the  partial surrender is taken pro-rata
                  from  the  Fixed  Plus  Account,  the  GA  Account,  and the
                  Fund(s). Aetna  reserves the  right to include  amounts paid
                  under the  ECO and SWO  provisions for purposes  of applying
                  the 20% limit. However,  the SWO provision is  not available
                  if  the  Contract  Holder   on  behalf  of  the  Participant
                  requested a Fixed Plus  Account transfer or surrender within
                  the current 12 month period.


   3.17     Payment of Fixed Plus Account Full Withdrawal:



                  No  withdrawal fee  is  deducted  from  any portion  of  the
                  Current  Value which  is paid  from the Fixed  Plus Account.
                  When Aetna receives a full withdrawal request, no additional
                  partial withdrawals or Transfers from the Fixed Plus Account
                  are permitted during the payout period. If a full withdrawal
                  is requested,  Aetna will  pay any Current  Value, including
                  accrued  interest,  from  the  Fixed Plus  Account  in  five
                  payments as follows:



                  a)    One-fifth of the Current Value on the day  the request
                        is received  in good  order  at Aetna's  Home  Office,
                        reduced by any amount from the Fixed Plus Account that
                        was transferred,  withdrawn or used  for a loan  or to
                        purchase  Annuity  benefits  during  the  prior twelve
                        months; 
                  b)    One-fourth of the then remaining Current Value  twelve
                        months later; 


            <PAGE>  42
<PAGE>






                  c)    One-third of  the then remaining Current  Value twelve
                        months later; 

                  d)    One-half of  the then  remaining Current Value  twelve
                        months later; and 
                  e)    The balance of  the then Current  Value twelve  months
                        later.



                  The Fixed Plus Account full withdrawal payment provision may
                  also  be  waived  under  certain  conditions  (See  Contract
                  Schedule I).



                  Any full  withdrawal  from the  Fixed  Plus Account  may  be
                  cancelled by the Participant  with Contract Holder's consent
                  at any time before the end of the payment period.


   3.18     Reinstatement:

                  All  or a portion  of the proceeds  of a  full withdrawal of
                  this  Contract may be  reinvested within  30 days  after the
                  withdrawal  if  allowed by  law.  Any  Maintenance  Fee  and
                  Withdrawal Fee charged at the  time of the withdrawal on the
                  amount   being  reinvested   will   be   included   in   the
                  reinstatement. Any Market Value Adjustment deducted  from GA
                  Account   withdrawals   will   not  be   included   in   the
                  reinstatement. Amounts  will be reinstated  among the  Fixed
                  Plus Account,  the GA  Account, and/or  the Fund(s) for  the
                  Separate Account in the same  proportion as they were at the
                  time of withdrawal. Any amounts reinstated to the GA Account
                  will be  credited to terms available during the then-current
                  Deposit Period. The number  of Record Units reinstated  will
                  be based  on the  Record Unit  Value(s) next  computed after
                  receipt  in  good  order  at  Aetna's  Home  Office  of  the
                  reinstatement request and the amount to be reinvested.

                  Any Maintenance Fee which falls due after the withdrawal and
                  before the reinstatement  will be deducted  from the  amount
                  reinstated.

                  Reinstatement  is permitted  only  once  for  an  Individual
                  Account.

   3.19     Payment of Minimum Current Value:
                  If the  sum of the Individual Account(s) Current Value(s) is
                  less than  $3,500, and no  Contributions have been  received


            <PAGE>  43
<PAGE>






                  for  three (3) years, Aetna may close the account(s) and pay
                  the Current Value(s) to the Contract Holder in one lump sum.

   3.20     Amount Payable at Death (Before Annuity Payments Start): 
                  Aetna will  pay the  Individual  Account Current  Value,  as
                  directed by the Contract Holder in accordance with the Plan,
                  when:

                  a)    The  Participant dies  before Annuity  payments start;
                        and 

                  b)    The  certified  copy  of  the  death   certificate  is
                        received.

                  Amounts  in the GA Account  will be payable  as described in
                  Section 3.08(d).

   IV.      NON-ANNUITY DISTRUBITION OPTIONS
   ___________________________________________________________________________
   



   4.01     Distribution Options: 



                  The  Contract Holder  may  elect one  of  the two  following
                  distribution options on behalf of:

                  1)    the Participant; or 
                  2)    the Participant's spouse  provided the  spouse is  the
                        designated   beneficiary  under   the  Plan   and  the
                        Participant had died before electing an Annuity option
                        and    before   the   date    for   required   minimum
                        distributions.



   4.02     Estate Conservation Option:

                  a)  With the  Estate Conservation Option (ECO)  a portion of
                      the  Individual Account  Current Value  is automatically
                      surrendered and distributed each year  without incurring
                      a withdrawal  fee. Each  payment will be  withdrawn from
                      the Individual Account in  the same proportion as assets
                      are  held in the  Funds, the  GA Account,  and the Fixed
                      Plus Account on the date the payment is made.

                  b)  Payments under ECO will comply with the incidental death


            <PAGE>  44
<PAGE>






                      benefit test set forth in Code Section 401(a)(9).

                  c)  Distribution Amount:  Each year that  ECO is in  effect,
                      Aetna will calculate and  distribute an amount equal  to
                      the  minimum distribution required  under the  Code. The
                      annual distribution  will be determined  by dividing the
                      Individual Account  Current Value as  of December 31  of
                      the year prior to the payment year, by a single or joint
                      life  expectancy  factor.  If joint  life  expectancy is
                      elected, the beneficiary  under ECO must be the  same as
                      the beneficiary of any death benefits under the Plan.
                        An  exception  will  be  made  if  Aetna  maintains  a
                        separate  record of a Participant's Individual Account
                        Value  as  of December  31,  1986.  In this  instance,
                        payments  made  in  or  after the  year  in  which the
                        Participant attains age 70 1/2, but before the year in
                        which  the   Participant  attains  age  75,   will  be
                        calculated only on amounts contributed  after December
                        31,  1986 and any earnings after  that date. If age 70
                        1/2 was  attained prior to 1988,  the Participant must
                        be retired in order to qualify for this exception.

                        The method under this rule is elected  by the Contract
                        Holder and  will  not  apply if  the  Participant  has
                        received any distribution  from his or  her Individual
                        Account,  other  than  distribution  amounts  required
                        under Code minimum distribution rules.

                        Aetna will  maintain separate records if  the Contract
                        Holder  has  not requested  any  withdrawals from  the
                        Participant's  Individual Account  since December  31,
                        1986.

                  d)  Life Expectancy  Factor: For  the Participant,  the life
                      expectancy factor  is either single  life or joint  life
                      expectancy as elected by  the Contract Holder on  behalf
                      of  the  Participant, based  on  tables in  Code Section
                      401(a)(9)   or  related   regulations.   For   a  spouse
                      beneficiary, only a single life expectancy is available.
                      Life expectancy factors will be recalculated  each year,
                      unless prohibited by the Code or regulations.

                        The joint life expectancy factor will be based  on the
                        joint life expectancy  of the Participant  and his  or
                        her  beneficiary and  such  beneficiary of  any  death
                        benefits under  the Plan while  ECO is in  effect. Any
                        change in the  beneficiary designation under  the Plan
                        must  be  immediately communicated  to  Aetna  so that
                        subsequent distributions can be calculated as required
                        by IRS regulations.


            <PAGE>  45
<PAGE>






                        If   joint  life   expectancy  is   elected  and   the
                        Participant or spouse dies,  payments will be based on
                        the survivor's life expectancy.  If the beneficiary is
                        not  the spouse  and the  beneficiary dies  first, the
                        joint  life  expectancy   continues  to  be  used   to
                        determine payments.


                        If a single  life expectancy is elected,  at the death
                        of  the   Participant  (or  the  spouse   who  is  the
                        designated  beneficiary   electing   ECO   after   the
                        Participant's   death),  the  entire   value  must  be
                        distributed no later  than the December 31 of the year
                        following the year of the  Participant's (or spouse's)
                        death. If a joint life expectancy is elected, and both
                        the  Participant and spouse  have died,  any remaining
                        Current Value must  be distributed no  later than  the
                        December  31 of  the year  following the  year of  the
                        second death. If  a joint life  expectancy is  elected
                        and  both the  Participant and  non-spouse beneficiary
                        have  died,  any  remaining  Current   Value  will  be
                        distributed as  instructed by  the Contract Holder  in
                        accordance with the Code and the terms of the Plan.

                        These  calculations  may be  changed  as necessary  to
                        comply with Code minimum distribution  rules. Any mode
                        of payment elected upon  the Participant's death  must
                        provide payments  to be made  at least  as rapidly  as
                        those made prior to the Participant's death.

                  e)  Minimum Current  Value:  At its  discretion,  Aetna  may
                      require a minimum initial  Current Value for election of
                      this  option.  If  after  election  of this  option  the
                      Current Value  is insufficient  to make a  scheduled ECO
                      payment, Aetna will distribute the entire balance of the
                      Individual Account.

                  f)  Distribution Date: The Contract Holder  shall specify an
                      annual  distribution  date.  For   a  Participant,   the
                      earliest date is  the first day of the calendar  year in
                      which  he  or  she  attains age  70  1/2.  For a  spouse
                      beneficiary electing ECO after the  Participant's death,
                      the earliest  date  is  the  date of  the  Participant's
                      death.  The first distribution date  may be the  15th of
                      any month, or such other date as Aetna may designate  or
                      allow.  Subsequent  distributions will  be  made  on the
                      anniversary of that date. At its option, Aetna may allow
                      payments to be made more frequently than annually.

                  g)  Election and Revocation: The  Contract Holder may  elect
                      ECO by  submitting a completed and  signed election form

            <PAGE>  46
<PAGE>






                      to  Aetna's  Home Office.  If  the  Contract  Holder has
                      notified  Aetna that the  Plan is subject to  Title I of
                      the Employee  Retirement Income Security Act  of 1974 as
                      amended,  the  Contract  Holder  must  also  certify  in
                      writing that all  the appropriate REA  requirements have
                      been met and that the distribution is in accordance with
                      the terms of the Plan. Once ECO is elected, the Contract
                      Holder may revoke it  by submitting a written request to
                      Aetna at its Home Office. Any revocation will apply only
                      to  amounts not yet  paid. ECO may be  elected only once
                      per Participant.

   4.03     Systematic Withdrawal Option:
                  a)  With the Systematic Withdrawal Option (SWO) a portion of
                      the  Individual Account  Current Value  is automatically
                      distributed  each  year  without incurring  a Withdrawal
                      Fee.  A SWO payment will be calculated on the Individual
                      Account's Current Value. Each payment will  be withdrawn
                      from the Individual  Account in the  same proportion  as
                      assets are held  in the Funds,  the GA Account, and  the
                      Fixed Plus  Account on the date the payment is made. SWO
                      payments may  not be  elected if  a loan is  outstanding
                      under an Individual Account.

                  b)  Payments under SWO will comply with the incidental death
                      benefit test set forth in Code Section 401(a)(9).



                  c)  Distribution  Amounts: The Contract Holder may elect one
                      of  the three  payment  methods described  below.  These
                      calculations may  be changed as necessary to comply with
                      the  Code minimum  distribution  rules.  If  joint  life
                      expectancy is elected, the beneficiary under SWO must be
                      the same as the beneficiary of any  death benefits under
                      the Plan.


                      1)   Specified Payment: Payments of a  designated annual
                           dollar amount. The annual amount may not be greater
                           than the percentage of the Current Value at time of
                           election  as shown  on  Contract Schedule  I.  This
                           amount will remain constant  unless a higher amount
                           is required under  Code minimum distribution rules.
                           Each year that the Specified Payment  is in effect,
                           Aetna   will   calculate   the   minimum   required
                           distribution by  dividing  the  Individual  Account
                           Current Value as  of December 31 of  the year prior
                           to  the payment year  by a  life expectancy factor,
                           and distribute this amount if it is larger than the


            <PAGE>  47
<PAGE>






                           Specified Payment.


                      2)   Specified Period:  Payments are made  over a period
                           of time.  The number of  years selected may  not be
                           less  than the  number of  years shown  on Contract
                           Schedule  I,  unless  otherwise  required  by  Code
                           minimum distribution  rules. The maximum  specified
                           period  will  be  limited  by  the life  expectancy
                           factor. The amount paid each year is calculated  by
                           dividing the Individual Account Current Value as of
                           December  31 of  the prior  year  by the  number of
                           payment years remaining.



                      3)   Specified  Percentage: Payments made as a specified
                           percentage of the Individual Account. The specified
                           percentage  chosen cannot be  greater than as shown
                           on  Contract Schedule  I.  The  Contract Holder  on
                           behalf of  a Participant may  change the  specified
                           percentage  elected every  six months.  Each annual
                           distribution  is  determined   by  multiplying  the
                           Individual Account Current  Value by the percentage
                           chosen. The value to be used in this calculation is
                           the value on  the December 31st  prior to the  year
                           for which  the payment is being  made. For payments
                           made more  often than annually,  the annual payment
                           result (calculated above) is  divided by the number
                           of payments  due each  year. Payments will  be made
                           each year until  the year  the Participant  attains
                           age 70 1/2.




















            <PAGE>  48
<PAGE>






                  d)  Life Expectancy  Factor: For  the Participant,  the life
                      expectancy  factor for the initial  distribution year is
                      either single  life or joint life  expectancy as elected
                      by  the  Contract Holder,  based  on  tables  in Section
                      401(a)(9)  of the  Code  or related  regulations.  For a
                      spouse  beneficiary, only  a  single life  expectancy is
                      available.   With   each   subsequent  year,   the  life
                      expectancy factor will be the life expectancy factor for
                      the  initial  distribution year,  reduced by  one. These
                      calculations may be changed  as necessary to comply with
                      the Code  minimum distribution rules. If  the joint life
                      expectancy  is  selected  and  the  Participant  or  the
                      beneficiary dies on or after the required beginning date
                      for minimum distributions to the  Participant, the joint
                      life expectancy  factor will  continue to be  reduced by
                      one  for each distribution year.  Payments will continue
                      unless the  Contract Holder elects  an alternate payment
                      mode on behalf of the survivor. Any payment mode elected
                      on behalf of the  Plan beneficiary must provide payments
                      to be  made at least  as rapidly as those  made prior to
                      the Participant's death.


                        If the Participant dies  before the required beginning
                        date  for minimum  distributions,  SWO  payments  will
                        cease  and  the  Contract  Holder  on  behalf  of  the
                        beneficiary  may claim the death benefit in accordance
                        with the terms of this Contract. If the beneficiary is
                        not the Participant's spouse, the entire death benefit
                        must be either applied to an Annuity option within one
                        (1) year of the Participant's death, or be paid within
                        five (5)  years of  the  Participant's death.  If  the
                        beneficiary   is   the   Participant's   spouse,   the
                        distribution is  not required  to  begin earlier  than
                        when the Participant would have attained age 70 1/2.



                        If   joint  life   expectancy  is   elected   and  the
                        beneficiary  dies before  the required  beginning date
                        for minimum distributions to the Participant, payments
                        to the  Participant will continue to be based on joint
                        life expectancy  reduced by one for  each distribution
                        year.

                  e)  Minimum  Current  Value: At  its  discretion,  Aetna may
                      require a  minimum initial Current Value for election of
                      this  option.  If  after election  of  this  option  the
                      Current Value  is insufficient to  make a scheduled  SWO
                      payment, Aetna will distribute the entire balance of the


            <PAGE>  49
<PAGE>






                      Individual Account.

                  f)  Distribution Date: The Contract Holder, on behalf of the
                      Participant,  or spouse  beneficiary, shall  specify the
                      initial  distribution date.  The  earliest date  is  the
                      first day  of the calendar year in which the Participant
                      attains age 59 1/2, or age 55, if separated from service
                      with  the  Contract  Holder  at  or  after  age  55. SWO
                      payments  will be made monthly, quarterly, semi-annually
                      or annually on the 15th of any month, or such other date
                      as Aetna  may designate or  allow. If  payments are made
                      more frequently than annually, the annual amount payable
                      each year is divided by  the number of payments  due per
                      year.  At  its discretion  Aetna  may require  a minimum
                      initial payment amount.




                  g)  Election and  Revocation: The Contract  Holder may elect
                      SWO by  submitting a completed and  signed election form
                      to  Aetna's  Home Office.  If  the  Contract  Holder has
                      notified Aetna  that the Plan  is subject to  Title I of
                      the Employee  Retirement Income Security Act  of 1974 as
                      amended,  the  Contract  Holder  must  also  certify  in
                      writing that all the  appropriate REA requirements  have
                      been met and that the distribution is in accordance with
                      the terms of the Plan. Once SWO is elected, the Contract
                      Holder may  revoke it by submitting a written request to
                      Aetna's Home  Office. Any revocation will  apply only to
                      amounts not yet paid. Generally, SWO may be elected only
                      once,  however,  if  SWO  is  elected  on  behalf  of  a
                      Participant   and   then   revoked   before   the   date
                      distributions were required  to begin under Code Section
                      401(a)(9), SWO  may be  elected on  behalf  of a  spouse
                      beneficiary after the death of the Participant.

   V.       ANNUITY PROVISIONS

   ___________________________________________________________________________
  
   5.01     Choices: 

                  a)  The Contract  Holder, on  behalf of the  Participant may
                      elect  an Annuity option by telling Aetna  to pay all or
                      any portion  of the Individual  Account(s) Current Value
                      (minus  any  applicable premium  tax  if not  previously
                      deducted) as a premium for an Annuity under option 2, 3,
                      or 4 (See 5.08). Any election of an  Annuity option must
                      comply  with the  minimum distribution  requirements  of


            <PAGE>  50
<PAGE>

                      Code Section  401(a)(9), including the incidental  death
                      benefit  rule,  and  the  regulations  thereunder.  This
                      restriction does not apply if option 4 is chosen and the
                      second Annuitant is the spouse of the Participant.

                  b)  Generally,  the first  Annuity payment  must be  made by
                      April 1 of the calendar year following the year in which
                      the Participant turns age 70  1/2 or such later  date as
                      may  be allowed  under federal  law or  regulations (see
                      3.12)  For  distributions  taken  in  a  lump  sum,  see
                      Withdrawal Value (3.14).



                        For  any election of  an Annuity  Option, the Contract
                        Holder  must  provide   certification  that  the   REA
                        requirements,   as   applicable,  and   Code   Section
                        403(b)(11)    withdrawal   restrictions    have   been
                        satisfied.

                        When an  Annuity option is chosen  the Contract Holder
                        must designate  whether the  Annuity will be  Fixed or
                        Variable  and whether  the underlying  investment will
                        be:

                        1)    The General Account; 
                        2)    One or more of the available Fund(s); or 

                        3)    A combination of (1) and (2).



                        If  a Fixed  Annuity is  chosen, the  Annuity purchase
                        rate for  the  option  chosen reflects  at  least  the
                        Minimum   Guaranteed  Interest   Rate  (See   Contract
                        Schedule II), but may reflect a higher interest rate.



                        If a Variable Annuity  is chosen, the initial  Annuity
                        payment  for the  option chosen  reflects the  assumed
                        annual return rate elected (See Contract Schedule II).


                  d)  Payments  will be  made on  a monthly  basis  unless the
                      Contract Holder requests otherwise.

                  e)  Once elected,  an  Annuity option  may not  be  revoked,
                      except for option 2 when elected on a variable basis.

   5.02     Terms of Annuity Options:

                  a)  No choice of any Annuity option may be made if the first
                      payment would be less than $20  or if the total payments
                      in a year would be less than $100.

                  b)  For purposes of calculating the guaranteed first payment
                      of  a  Variable Annuity  or  the  payments  for  a Fixed
                      Annuity, the Annuitant's and second Annuitant's adjusted
                      age will be used. The Annuitant's and second Annuitant's

            <PAGE>  51
<PAGE>

                      adjusted  age is  his  or  her age  as of  the  birthday
                      closest to the Annuity  commencement date reduced by one
                      year for Annuity commencement dates occurring during the
                      period of time  from July  1, 1992 through December  31,
                      1999. The Annuitant's and second Annuitant's age will be
                      reduced by  two  years  for Annuity  commencement  dates
                      occurring during the period of time from January 1, 2000
                      through December  31, 2009.  The Annuitant's  and second
                      Annuitant's age  will be reduced by  one additional year
                      for  Annuity   commencement  dates  occurring  in   each
                      succeeding decade.

                        The  Annuity rates for  options 3  and 4 are  based on
                        mortality from 1983 Table a.

                  d)  Assumed Annual Net Return Rate is the interest rate used
                      to  determine the  amount of  the first  Annuity payment
                      under a Variable Annuity. The Separate Account must earn
                      this rate plus enough to cover the mortality and expense
                      risks   charges   (which   may   include   profit)   and
                      administrative  charges   if  future  Variable   Annuity
                      Payments are to remain level.

   5.03     Annuity Payments to Annuitant:

                  In  no event  may any  payments to  the Annuitant  under any
                  Annuity Option extend beyond:

                  a)  The life of the Annuitant;
                  b)  The lives of the Annuitant and the Plan beneficiary;

                  c)  A  period  certain  greater  than  the  Annuitant's life
                      expectancy according  to regulations  under Code Section
                      401(a)(9),  determined as  of the  date payments  are to
                      commence; or

                  d)  A period  certain greater than the  life expectancies of
                      the Annuitant  and  the  Plan beneficiary  according  to
                      regulations under Code Section  401(a)(9) determined  as
                      of the date payments are to begin.

   5.04     Death Provision:

                  When  an Annuitant dies under  options 3 and  4, the present
                  value  of any remaining guaranteed payments  will be paid in
                  one  sum or payments will  continue at the  direction of the
                  Contract  Holder, in  accordance with  the Plan.  If  a Plan
                  beneficiary  dies  while  receiving  Annuity  payments,  the
                  present  value of any remaining payments will be paid in one
                  lump sum as  directed by the  Contract Holder. The  interest
                  rate  used to  determine the  present value  for a  lump sum
                  payment will be the rate used to determine the first Annuity
                  payment.








            <PAGE>  52
<PAGE>

                  In no event may  any payments to the Plan  beneficiary under
                  an Annuity Option extend beyond:

                  a)  The life of the payee determined as of the date payments
                      are to commence; or

                  b)  Any  certain  period  greater  than  the  payee's   life
                      expectancy  as  determined  by  regulations  under  Code
                      Section 401(a)(9) as of the date payments are to begin.

                  However, if a Plan beneficiary dies while under Option  1 or
                  while receiving Annuity payments,  the present value of  any
                  remaining payments  will be  paid  in one  lump sum  to  the
                  estate of  the Plan beneficiary.  The interest rate  used to
                  determine the  first payment will  be used to  calculate the
                  present value.

   5.05     Fund Annuity Units:

                  The number of Fund(s)  Annuity Units is based on  the amount
                  of the first Variable Annuity payment which is equal to:
                  a)  The   portion  of  the   Current  Value   including  any
                      applicable MVA (see 3.08) or premium tax, applied to pay
                      a Variable Annuity; divided by 

                  b)  1,000; multiplied by 

                  c)  The payment rate for the option chosen.

                  Such amount,  or portion,  of the  variable payment will  be
                  divided by the appropriate  Fund(s) Annuity Unit Value  (See
                  5.06) on the  tenth Valuation Period before the  due date of
                  the  first  payment to  determine  the number  of  each Fund
                  Annuity Units. The number of each Fund Annuity Units remains
                  fixed.  Each future  payment  is  equal to  the  sum of  the
                  products of each Fund  Annuity Unit Value multiplied  by the
                  appropriate number of Units. The Fund Annuity Unit  Value on
                  the  tenth Valuation  Period prior  to the  due date  of the
                  payment is used.

   5.06     Fund Annuity Unit Value:

                  For any Valuation  Period, a Fund(s)  Annuity Unit Value  is
                  equal to:
                  a)  The Value for the previous Period; multiplied by 

                  b)  The  Annuity  net return  factor(s)  (See 5.07)  for the
                      Period; multiplied by 

                  c)  A factor to reflect the assumed annual net return  rate.
                      (See Contract Schedule II).

                  The dollar value of a Fund Annuity Unit and Annuity payments
                  may go up or down due to investment gain or loss.

                  Payments  shall  not  be  changed  due  to  changes  in  the
                  mortality or expense results or administrative charges.

   5.07     Fund Annuity Net Return Factor:


            <PAGE>  53
<PAGE>

                  The  Annuity  Net Return  Factor(s) is  used to  compute all
                  Separate Account Annuity payments for any Fund.

                  The Annuity Net Return Factor(s)  for each Fund is equal  to
                  1.0000000 plus the net return Rate.

                  The Net Return Rate is equal to:



                  a)  The value of the shares of the Fund held by the Separate
                      Account at the end of a Valuation Period; minus


                  b)  The value of the shares of the Fund held by the Separate
                      Account at  the start of  the Valuation  Period; plus or
                      minus

                  c)  Taxes  (or reserves for  taxes) on  the Separate Account
                      (if any);

                  d)  Divided by the total  value of the Fund(s) Record  Units
                      and Fund(s) Annuity Units of the Separate Account at the
                      start of the Valuation Period; minus

                  e)  Minus a daily charge  for Annuity mortality and  expense
                      risks,   which   may   include  profit,   and   a  daily
                      administrative charge  (at the annual  rate as shown  on
                      Contract Schedule II).

                  A Net Return Rate may be more or less than 0%.

                  The value of a share of the Fund  is equal to the net assets
                  of the Fund divided by the number of shares outstanding.
   5.08     Annuity Options:

                  The  Contract  Holder may  direct  Aetna  to  make  payments
                  according to one of the following options.



                  Option 1 -- Payments  of Interest on Sum Left  with Aetna --
                  This  Option may be used  only by the  Plan beneficiary when
                  the Participant  dies  before Aetna  has  started paying  an
                  Annuity. A portion or all of the sum paid upon death may  be
                  held  under  this Option  and will  be  held in  the General
                  Account of Aetna at interest. The Contract Holder, on behalf
                  of the Plan beneficiary, may later tell Aetna to:

                  a)  Pay a portion or all of the sum held by Aetna; or 

                  b)  Apply a  portion or all of the sum held  by Aetna to any
                      Annuity Option below.
                  If  the  Plan  beneficiary  is  the  Participant's surviving
                  spouse, the  lump-sum payment may be deferred  to a date not
                  later than when  the Participant would have  attained age 70
                  1/2.




            <PAGE>  54
<PAGE>

                  If the Plan beneficiary is not a spouse, the Contract Holder
                  must tell Aetna to pay the full sum within 5 years after the
                  death of the Participant.

                  Option 2  -- Payments  for a  Stated Period  of  Time --  An
                  Annuity  will be paid  for the  number of years  chosen (See
                  Contract Schedule II).



                  If  payments  for this  option  are  made under  a  Variable
                  Annuity, the present value of any remaining  payments may be
                  withdrawn at any time. If a withdrawal is requested prior to
                  the minimum number of  years specified on Contract  Schedule
                  II, it will be subject to any withdrawal fee,  if applicable
                  (See Contract Schedule I).

                  Option  3 -- Life Income -- An  Annuity will be paid for the
                  life of the Annuitant. Aetna may also guarantee payments for
                  60, 120, 180, or 240  months if so directed by the  Contract
                  Holder.

                  Option  4 --  Life  Income  based  upon  the  lives  of  two
                  Annuitants  -- An Annuity will  be paid during  the lives of
                  the Annuitant and a second Annuitant. Payments will continue
                  until both Annuitants have died. When this option is chosen,
                  a choice of the following must be made:
                  a)  100% of the payment to continue after the first death; 
                  b)  66  2/3%  of  the payment  to  continue after  the first
                      death; 
                  c)  50% of the payment to continue after the first death; 


                  d)  Payments for a  minimum of 120 months, with 100%  of the
                      payment to continue after the first death; or 

                  e)  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.


                  Other Options --  Aetna may make other  options available as
                  allowed  by the laws of the  state in which this Contract is
                  delivered.

















            <PAGE>  55
<PAGE>






                                    OPTION 2

                      Payments for a Stated Period of Time


                 Amount of First Monthly Payment for Each $1,000
                 After Deduction of any Charge for Premium Taxes

         Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.0%



                Years    Guaranteed    Monthly    Quarterly    Semi-Annual
                            Rate       Payment     Payment     AnnualPayment
                                                              Payment
                  5         3.00%       $17.91      $53.59    $106.78$211.99

                  6         3.00%        15.14       45.30      90.27 179.22
                  7         3.00%        13.16       39.39      78.49 155.83
                  8         3.00%        11.68       34.96      69.66 138.31
                  9         3.00%        10.53       31.52      62.81 124.69
                 10         3.00%         9.61       28.77      57.33 113.82

                 11         3.00%         8.86       26.52      52.85 104.93
                 12         3.00%         8.24       24.65      49.13  97.54
                 13         3.00%         7.71       23.08      45.98  91.29
                 14         3.00%         7.26       21.73      43.29  85.95

                 15         3.00%         6.87       20.56      40.96  81.33
                 16         3.00%         6.53       19.54      38.93  77.29
                 17         3.00%         6.23       18.64      37.14  73.74
                 18         3.00%         5.96       17.84      35.56  70.59
                 19         3.00%         5.73       17.13      34.14  67.78

                 20         3.00%         5.51       16.50      32.87  65.26
                 21         3.00%         5.32       15.92      31.72  62.98
                 22         3.00%         5.15       15.40      30.68  60.92
                 23         3.00%         4.99       14.92      29.74  59.04
                 24         3.00%         4.84       14.49      28.88  57.33

                 25         3.00%         4.71       14.09      28.08  55.76
                 26         3.00%         4.59       13.73      27.36  54.31
                 27         3.00%         4.47       13.39      26.68  52.97
                 28         3.00%         4.37       13.08      26.06  51.74
                 29         3.00%         4.27       12.79      25.49  50.60

                 30         3.00%         4.18       12.52      24.95  49.53





            <PAGE>  56
<PAGE>






                                    OPTION 2

                      Payments for a Stated Period of Time


                 Amount of First Monthly Payment for Each $1,000
                 After Deduction of any Charge for Premium Taxes

        Rates for a Variable Annuity with Assumed Net Return Rate of 3.5%


                Years      Monthly    Quarterly     Semi-      Annual
                           Payment     Payment      Annual    Payment
                                                   Payment

                  5        $18.12       $54.19     $107.92    $213.99

                  6         15.35        45.92       91.44     181.32
                  7         13.38        40.01       79.69     158.01
                  8         11.90        35.59       70.88     140.56
                  9         10.75        32.16       64.05     127.00
                 10          9.83        29.42       58.59     116.18

                 11          9.09        27.18       54.13     107.34
                 12          8.46        25.32       50.42      99.98
                 13          7.94        23.75       47.29      93.78
                 14          7.49        22.40       44.62      88.47

                 15          7.10        21.24       42.31      83.89
                 16          6.76        20.23       40.29      79.89
                 17          6.47        19.34       38.51      76.37
                 18          6.20        18.55       36.94      73.25
                 19          5.97        17.85       35.54      70.47

                 20          5.75        17.22       34.28      67.98
                 21          5.56        16.65       33.15      65.74
                 22          5.39        16.13       32.13      63.70
                 23          5.24        15.66       31.19      61.85
                 24          5.09        15.24       30.34      60.17

                 25          4.96        14.85       29.56      58.62
                 26          4.84        14.49       28.85      57.20
                 27          4.73        14.15       28.19      55.90
                 28          4.63        13.85       27.58      54.69
                 29          4.53        13.57       27.02      53.57

                 30          4.45        13.30       26.49      52.53





            <PAGE>  57
<PAGE>






                                    OPTION 2

                      Payments for a Stated Period of Time


                 Amount of First Monthly Payment for Each $1,000
                 After Deduction of any Charge for Premium Taxes

     Rates for a Variable Annuity with Assumed Net Return Rate Rate of 5.0%


                Years      Monthly    Quarterly     Semi-      Annual
                           Payment     Payment      Annual    Payment
                                                   Payment

                  5        $18.74       $56.00     $111.33    $219.98

                  6         15.99        47.77       94.96     187.64
                  7         14.02        41.90       83.30     164.59
                  8         12.56        37.52       74.58     147.35
                  9         11.42        34.11       67.81     133.99
                 10         10.51        31.40       62.42     123.34

                 11          9.77        29.19       58.03     114.66
                 12          9.16        27.36       54.38     107.45
                 13          8.64        25.81       51.31     101.39
                 14          8.20        24.50       48.69      96.21

                 15          7.82        23.36       46.44      91.75
                 16          7.49        22.37       44.47      87.88
                 17          7.20        21.51       42.75      84.48
                 18          6.94        20.74       41.23      81.47
                 19          6.71        20.06       39.88      78.80

                 20          6.51        19.46       38.68      76.42
                 21          6.33        18.91       37.59      74.28
                 22          6.17        18.42       36.62      72.35
                 23          6.02        17.98       35.73      70.61
                 24          5.88        17.57       34.93      69.02

                 25          5.76        17.20       34.20      67.57
                 26          5.65        16.87       33.53      66.25
                 27          5.54        16.56       32.92      65.04
                 28          5.45        16.28       32.35      63.93
                 29          5.36        16.01       31.83      62.90

                 30          5.28        15.77       31.35      61.95





            <PAGE>  58
<PAGE>

                                    OPTION 3

                                   Life Income
                 Amount of First Monthly Payment for Each $1,000
                 After Deduction of any Charge for Premium Taxes
         Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.0%

                Payments Guaranteed for a Stated Period of Months

              Adjusted      None          60         120        180240
               Age of
              Annuitant

                 50         $4.05       $4.05       $4.03      $3.99$3.93
                 51          4.12        4.11        4.09       4.05 3.99
                 52          4.19        4.19        4.16       4.11 4.04
                 53          4.27        4.26        4.23       4.18 4.10
                 54          4.35        4.34        4.31       4.25 4.16


                 55          4.44        4.42        4.39       4.32 4.22
                 56          4.53        4.51        4.47       4.40 4.29
                 57          4.62        4.61        4.56       4.48 4.35
                 58          4.72        4.71        4.65       4.56 4.42

                 59          4.83        4.81        4.75       4.64 4.49

                 60          4.95        4.93        4.86       4.73 4.55
                 61          5.07        5.05        5.97       4.83 4.62

                 62          5.20        5.17        5.08       4.92 4.69
                 63          5.34        5.31        5.20       5.02 4.76
                 64          5.49        5.45        5.33       5.12 4.83

                 65          5.65        5.61        5.47       5.22 4.89

                 66          5.82        5.77        5.61       5.33 4.96
                 67          6.01        5.94        5.75       5.44 5.02
                 68          6.20        6.13        5.91       5.54 5.08
                 69          6.41        6.33        6.07       5.65 5.14


                 70          6.64        6.54        6.23       5.76 5.19
                 71          6.88        6.76        6.41       5.86 5.24
                 72          7.14        7.00        6.59       5.97 5.28
                 73          7.43        7.26        6.77       6.06 5.32
                 74          7.73        7.53        6.96       6.16 5.35


                 75          8.06        7.82        7.14       6.25 5.38
   Rates are based on mortality from 1983 Table a. The rates do not differ by
                                      sex.

    Rates for ages not shown will be provided on request and will be computed
            on a basis consistent with the rates in the above tables.






            <PAGE>  59
<PAGE>

                                    OPTION 3

                                   Life Income
                 Amount of First Monthly Payment for Each $1,000
                 After Deduction of any Charge for Premium Taxes
        Rates for a Variable Annuity with Assumed Net Return Rate of 3.5%

                Payments Guaranteed for a Stated Period of Months

              Adjusted      None          60         120        180240
               Age of
              Annuitant

                 50         $4.34       $4.34       $4.31      $4.27$4.22
                 51          4.41        4.40        4.38       4.33 4.27
                 52          4.48        4.47        4.45       4.40 4.32
                 53          4.56        4.55        4.52       4.46 4.38
                 54          4.64        4.63        4.59       4.53 4.44


                 55          4.72        4.71        4.67       4.60 4.50
                 56          4.81        4.80        4.75       4.67 4.56
                 57          4.91        4.89        4.84       4.75 4.62
                 58          5.01        4.99        4.93       4.83 4.69

                 59          5.12        5.10        5.03       4.92 4.75

                 60          5.23        5.21        5.13       5.00 4.82
                 61          5.36        5.33        5.24       5.09 4.88

                 62          5.49        5.45        5.35       5.19 4.95
                 63          5.63        5.59        5.47       5.28 5.02
                 64          5.78        5.73        5.60       5.38 5.08

                 65          5.94        5.89        5.73       5.48 5.15

                 66          6.11        6.05        5.87       5.58 5.21
                 67          6.29        6.22        6.02       5.69 5.27
                 68          6.49        6.41        6.17       5.79 5.33
                 69          6.70        6.60        6.33       5.90 5.38


                 70          6.92        6.81        6.49       6.00 5.43
                 71          7.17        7.04        6.66       6.10 5.48
                 72          7.43        7.27        6.84       6.20 5.52
                 73          7.71        7.53        7.02       6.30 5.55
                 74          8.02        7.80        7.20       6.39 5.59


                 75          8.35        8.08        7.38       6.48 5.62
   Rates are based on mortality from 1983 Table a. The rates do not differ by
                                      sex.

    Rates for ages not shown will be provided on request and will be computed
            on a basis consistent with the rates in the above tables.






            <PAGE>  60
<PAGE>

                                    OPTION 3

                                   Life Income
                 Amount of First Monthly Payment for Each $1,000
                 After Deduction of any Charge for Premium Taxes
        Rates for a Variable Annuity with Assumed Net Return Rate of 5.0%

                Payments Guaranteed for a Stated Period of Months

              Adjusted      None          60         120        180240
               Age of
              Annuitant

                 50         $5.26       $5.25       $5.22      $5.17$5.11
                 51          5.33        5.32        5.28       5.23 5.15
                 52          5.40        5.38        5.34       5.29 5.20
                 53          5.47        5.45        5.41       5.35 5.26
                 54          5.54        5.53        5.48       5.41 5.31


                 55          5.63        5.61        5.56       5.47 5.36
                 56          5.71        5.69        5.63       5.54 5.42
                 57          5.80        5.78        5.72       5.61 5.47
                 58          5.90        5.88        5.81       5.69 5.53

                 59          6.01        5.98        5.90       5.77 5.59

                 60          6.12        6.09        6.00       5.85 5.65
                 61          6.24        6.21        6.10       6.93 5.71

                 62          6.37        6.33        6.21       6.02 5.77
                 63          6.51        6.46        6.33       6.11 5.83
                 64          6.66        6.60        6.45       6.20 5.89

                 65          6.82        6.75        6.57       6.30 5.95

                 66          6.99        6.91        6.71       6.39 6.01
                 67          7.17        7.08        6.85       6.49 6.06
                 68          7.36        7.27        6.99       6.59 6.12
                 69          7.57        7.46        7.15       6.69 6.17


                 70          7.80        7.67        7.30       6.78 6.21
                 71          8.05        7.89        7.47       6.88 6.25
                 72          8.31        8.13        7.64       6.97 6.29
                 73          8.59        8.38        7.81       7.06 6.33
                 74          8.90        8.64        7.99       7.15 6.36


                 75          9.23        8.93        8.16       7.23 6.38
   Rates are based on mortality from 1983 Table a. The rates do not differ by
                                      sex.

    Rates for ages not shown will be provided on request and will be computed
            on a basis consistent with the rates in the above tables.






            <PAGE>  61
<PAGE>

                                    OPTION 4


                           Life Income for Two Payees

                 Amount of First Monthly Payment for Each $1,000

                 After Deduction of any Charge for Premium Taxes

         Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.0%

                Payments Guaranteed for a Stated Period of Months



                Adjusted Ages
            Annuitant   Second   Option   Option    Option Option    Option
                      Annuitant    4a       4b        4c     4d        4e



               55         50      $3.69   $4.05     $4.27   $3.69     $4.03
               55         55       3.88    4.25      4.47    3.87      4.14
               55         60       4.06    4.47      4.71    4.06      4.20


               60         55       3.99    4.44      4.71    3.98      4.42
               60         60       4.24    4.71      4.99    4.23      4.57
               60         65       4.49    5.01      5.32    4.48      4.64


               65         60       4.38    4.97      5.32    4.38      4.93
               65         65       4.72    5.33      5.70    4.71      5.14
               65         70       5.07    5.75      6.17    5.05      5.26


               70         65       4.93    5.68      6.15    4.91      5.66
               70         70       5.40    6.21      6.70    5.36      5.96
               70         75       5.89    6.82      7.40    5.81      6.12

               75         70       5.69    6.68      7.32    5.62      6.67

               75         75       6.37    7.45      8.15    6.23      7.12
               75         80       7.07    8.34      9.16    6.78      7.36


   Rates are based on mortality from 1983 Table a. The rates do not differ by

                                      sex.
    Rates for ages not shown will be provided on request and will be computed
            on a basis consistent with the rates in the above tables.










            <PAGE>  62
<PAGE>



                                    OPTION 4

                           Life Income for Two Payees


                 Amount of First Monthly Payment for Each $1,000
                 After Deduction of any Charge for Premium Taxes

        Rates for a Variable Annuity with Assumed Net Return Rate of 3.5%




                Adjusted Ages
            Annuitant   Second   Option   Option    Option Option    Option
                      Annuitant    4a       4b        4c     4d        4e



               55         50      $3.97   $4.35     $4.56   $3.97     $4.31
               55         55       4.16    4.54      4.76    4.15      4.42
               55         60       4.27    4.73      5.00    4.26      4.48


               60         55       4.27    4.73      5.00    4.26      4.70
               60         60       4.51    4.99      5.27    4.50      4.84
               60         65       4.66    5.25      5.61    4.65      4.93


               65         60       4.66    5.25      5.61    4.65      5.22
               65         65       4.99    5.61      5.99    4.98      5.42
               65         70       5.19    5.97      6.44    5.17      5.54


               70         65       5.19    5.97      6.44    5.17      5.93
               70         70       5.67    6.49      6.99    5.62      6.23
               70         75       5.95    6.96      7.61    5.87      6.40

               75         70       5.95    6.96      7.61    5.87      6.95

               75         75       6.64    7.73      8.43    6.48      7.40
               75         80       7.04    8.39      9.29    6.79      7.64




   Rates are based on mortality from 1983 Table a. The rates do not differ by
                                      sex.
    Rates for ages not shown will be provided on request and will be computed
            on a basis consistent with the rates in the above tables.









            <PAGE>  63
<PAGE>



                                    OPTION 4

                           Life Income for Two Payees


                 Amount of First Monthly Payment for Each $1,000
                 After Deduction of any Charge for Premium Taxes

        Rates for a Variable Annuity with Assumed Net Return Rate of 5.0%




                Adjusted Ages
            Annuitant   Second   Option   Option    Option Option    Option
                      Annuitant    4a       4b        4c     4d        4e



               55         50      $4.88   $5.26     $5.48   $4.88     $5.23
               55         55       5.04    5.44      5.66    5.04      5.32
               55         60       5.15    5.63      5.91    5.14      5.38


               60         55       5.15    5.63      5.91    5.14      5.59
               60         60       5.37    5.87      6.16    5.37      5.72
               60         65       5.52    6.14      6.51    5.51      5.80


               65         60       5.52    6.14      6.51    5.51      6.10
               65         65       5.83    6.49      6.87    5.82      6.29
               65         70       6.04    6.84      7.34    6.00      6.41


               70         65       6.04    6.84      7.34    6.00      6.81
               70         70       6.49    7.35      7.87    6.44      7.08
               70         75       6.77    7.84      8.51    6.68      7.25

               75         70       6.77    7.84      8.51    6.68      7.81

               75         75       7.45    8.60      9.33    7.27      8.25
               75         80       7.86    9.28     10.20    7.57      8.49




   Rates are based on mortality from 1983 Table a. The rates do not differ by
                                      sex.
    Rates for ages not shown will be provided on request and will be computed
            on a basis consistent with the rates in the above tables.









            <PAGE>  64
<PAGE>

                    Aetna Life Insurance and Annuity Company


                           TRANSFER CREDIT ENDORSEMENT

   The Contract or Certificate is hereby endorsed as follows:

   Add the  following  statement  to the  end  of Section  3.02  entitled  Net
   Contribution(s):

   Transferred Assets  are the value of  prior contributions into  an existing
   Plan which  are deposited into this  Contract as of the  date the amount is
   received in good order by Aetna. Transferred Assets, less  any premium tax,
   will be allocated to Participant Individual Accounts in  amounts authorized
   by the Contract Holder. 

   Where Aetna  is the  exclusive 403(b)  Plan provider,  Aetna  will apply  a
   Transfer  Credit equal  to [2%]  of Transferred  Assets deposited  into the
   Contract and  allocated to Individual Accounts. The  Transfer Credit amount
   is calculated as of the one year  anniversary of a Participant's first  Net
   Contribution  to the  Contract.  The  calculation for  any  Transfer Credit
   amount will be based on the total amount of Transferred Assets remaining in
   Individual Accounts as of the calculation date.

   The Transfer Credit amount will be allocated to the Fixed Plus Account. The
   amount will include the  Transfer Credit plus any interest that would  have
   accrued had the Transfer Credit actually been deposited into the Fixed Plus
   Account on the  first business  day of  the calendar  month following  it's
   calculation.

   Transfer Credit will not be applied to assets transferred into the Contract
   from  existing Aetna Contracts. Only Net  Contributions not previously held
   by Aetna  Life  Insurance and  Annuity Company  are  eligible for  Transfer
   Credit.

   Endorsed and  made a part of  the Contract or  Certificate on the effective
   date of the Contract.
























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<PAGE>

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            <PAGE>  66
<PAGE>

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            <PAGE>  67
<PAGE>


   ALL PAYMENTS AND VALUES PROVIDED BY THE CONTRACT,  WHEN BASED ON INVESTMENT
   EXPERIENCE OF A SEPARATE ACCOUNT, ARE VARIABLE AND ARE NOT GUARANTEED AS TO
   FIXED DOLLAR AMOUNT.   THIS CERTIFICATE CONTAINS A MARKET  VALUE ADJUSTMENT
   FORMULA.  APPLICATION OF A MARKET  VALUE ADJUSTMENT MAY RESULT IN EITHER AN
   INCREASE OR  DECREASE IN  THE CURRENT VALUE.   THE  MARKET VALUE ADJUSTMENT
   FORMULA DOES NOT APPLY TO A GUARANTEED TERM AT THE TIME OF ITS MATURITY.




   A007RC95

















































            <PAGE>  68
<PAGE>









Exhibit 99-B.4.3




















































            <PAGE> 1
<PAGE>






[Aetna Logo]            Aetna Life Insurance and Annuity Company
                        Home Office: 151 Farmington Ave
                        Hartford, CT 06156
                        (800) 525-4225

                        You may call  the toll-free number shown above  to get
                        answers to questions or help to resolve a complaint.

Group Combination Annuity Contract (Nonparticipating)

This contract  sets  forth  all  the rights  and  obligations  of  Aetna  Life
Insurance and Annuity Company  (Aetna) and the Contract Holder(s)  (you) named
on the cover.  This contract constitutes the entire contract.

Specifications
- ------------------------------------------------------------------------------
Plan
SPECIMEN
- ------------------------------------------------------------------------------
Type of Plan
SPECIMEN
- ------------------------------------------------------------------------------
Contract Holder
SPECIMEN1
- ------------------------------------------------------------------------------
Contract No.
SPECIMEN
- ------------------------------------------------------------------------------
Effective Date
SPECIMEN
- ------------------------------------------------------------------------------
This contract is Delivered in YOUR STATE and is Subject to the Laws of that 
Jurisdiction

Please read  this contract carefully.   It sets forth, in  detail, your rights
and obligations and also those of Aetna Life Insurance and Annuity Company.

Right to Cancel
- ------------------------------------------------------------------------------
The Contract Holder may cancel this Contract within 10 days of receiving it by
returning this  Contract along  with a  written notice to  Aetna at  the above
address  or to the  agent from whom it  was purchased. Within  7 days after it
receives the notice  of cancellation  and this  Contract at  its Home  Office,
Aetna will return the entire consideration paid plus any increase or minus any
decrease in the current value of any funds allocated to the Separate Account.

Signed at the Home Office on the Effective Date.





            <PAGE> 2                  2
<PAGE>




         /s/                                              /s/

      President                                       Secretary

ALL PAYMENTS AND  VALUES PROVIDED  BY THE CONTRACT,  WHEN BASED ON  INVESTMENT
EXPERIENCE OF  A SEPARATE ACCOUNT, ARE  VARIABLE AND ARE NOT  GUARANTEED AS TO
FIXED  DOLLAR  AMOUNT.   THIS  CONTRACT  CONTAINS  A  MARKET VALUE  ADJUSTMENT
FORMULA.  APPLICATION OF  A MARKET VALUE  ADJUSTMENT MAY  RESULT IN  EITHER AN
INCREASE  OR DECREASE  IN  THE CURRENT  VALUE.   THE  MARKET  VALUE ADJUSTMENT
FORMULA DOES NOT APPLY TO A GUARANTEED TERM AT THE TIME OF ITS MATURITY.


Specifications
______________________________________________________________________________
Guaranteed Interest     There    is   a    guaranteed   interest    rate   for
Contributions(s)
Rate                    held in the Fixed Plus Account and the GA Account (see
                        Contract Schedule I).
______________________________________________________________________________
Deductions from the     There will  be deductions  for  mortality and  expense
risks
Separate Account        and administrative fees (see 3.07 and 5.07).
______________________________________________________________________________
Deductions from         Contribution(s) are subject to a deduction for premium
Contribution(s)         taxes, if any (see 3.02).
______________________________________________________________________________
Withdrawal Fee          There may be a charge deducted upon withdrawal (see
                        Contract Schedule I).





This Contract is a legal contract. This Contract and any attached document and
subsequent  endorsements  constitutes the  entire  legal  relationship between
Aetna and the Contract Holder.


READ THIS CONTRACT CAREFULLY. This Contract sets forth, in detail,  all of the
rights and obligations of both you and  Aetna.  IT IS THEREFORE IMPORTANT THAT
YOU READ THIS CONTRACT CAREFULLY.














            <PAGE> 3                  3
<PAGE>






Table of Contents 


Separate Account  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  7
      Separate Account:   . . . . . . . . . . . . . . . . . . . . . . . . .  7
      Charges to Separate Account:    . . . . . . . . . . . . . . . . . . .  7


Fixed Plus Account  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  7
      Minimum Guaranteed Interest Rate: . . . . . . . . . . . . . . . . . .  7
      Partial Withdrawal: . . . . . . . . . . . . . . . . . . . . . . . . .  7
      Full Withdrawal:  . . . . . . . . . . . . . . . . . . . . . . . . . .  7


Guaranteed Accumulation Account (GA Account)  . . . . . . . . . . . . . . .  8
      Minimum Guaranteed Interest Rate: . . . . . . . . . . . . . . . . . .  8


Separate Account and GA Account . . . . . . . . . . . . . . . . . . . . . .  8
      Withdrawal Fee: . . . . . . . . . . . . . . . . . . . . . . . . . . .  8


Separate Account, GA Account and Fixed Plus Account     . . . . . . . . . .  9
      Transfers:  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  9
      Maintenance Fee:  . . . . . . . . . . . . . . . . . . . . . . . . . .  9
      Systematic Withdrawal Option (SWO): . . . . . . . . . . . . . . . . .  9
      Loan Interest Rate: . . . . . . . . . . . . . . . . . . . . . . . . .  9


Separate Account  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
      Charges to Separate Account:  . . . . . . . . . . . . . . . . . . . . 11
      Variable Annuity Assumed Annual Net Return Rate:  . . . . . . . . . . 11
      Annuity Option 2: . . . . . . . . . . . . . . . . . . . . . . . . . . 11


Fixed Annuity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
      Minimum Guaranteed Interest Rate: . . . . . . . . . . . . . . . . . . 11


DEFINITIONS 13
      1.01 Accumulation Period: . . . . . . . . . . . . . . . . . . . . . . 13
      1.02 Adjusted Current Value:  . . . . . . . . . . . . . . . . . . . . 13
      1.03 Annuitant: . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
      1.04 Annuity: . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
      1.05 Beneficiary: . . . . . . . . . . . . . . . . . . . . . . . . . . 13
      1.06 Code:  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
      1.07 Contract Holder: . . . . . . . . . . . . . . . . . . . . . . . . 13
      1.08 Contribution:  . . . . . . . . . . . . . . . . . . . . . . . . . 13
      1.09 Current Value: . . . . . . . . . . . . . . . . . . . . . . . . . 13
      1.10 Deposit Period:  . . . . . . . . . . . . . . . . . . . . . . . . 14
      1.11 Fixed Plus Account:  . . . . . . . . . . . . . . . . . . . . . . 14
      1.12 Fixed Plus Account Guaranteed Interest Rate: . . . . . . . . . . 14

            <PAGE> 4                  4
<PAGE>






      1.13 Fixed Annuity: . . . . . . . . . . . . . . . . . . . . . . . . . 14
      1.14 Fund(s): . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
      1.15 General Account: . . . . . . . . . . . . . . . . . . . . . . . . 14
      1.16 Guaranteed Accumulation Account (GA Account):  . . . . . . . . . 14







      1.17 GA Account Guaranteed Interest Rate: . . . . . . . . . . . . . . 14
      1.18 Guaranteed Term (Term):  . . . . . . . . . . . . . . . . . . . . 15
      1.19 Individual Account(s): . . . . . . . . . . . . . . . . . . . . . 15
      1.20 Loan Account:  . . . . . . . . . . . . . . . . . . . . . . . . . 15
      1.21 Loan Effective Date: . . . . . . . . . . . . . . . . . . . . . . 15
      1.22 Loan Interest Rate:  . . . . . . . . . . . . . . . . . . . . . . 15
      1.23 Maintenance Fee: . . . . . . . . . . . . . . . . . . . . . . . . 15
      1.24 Market Value Adjustment (MVA): . . . . . . . . . . . . . . . . . 15
      1.25 Matured Term Value:  . . . . . . . . . . . . . . . . . . . . . . 15
      1.26 Matured Term Value Transfer: . . . . . . . . . . . . . . . . . . 16
      1.27 Maturity Date: . . . . . . . . . . . . . . . . . . . . . . . . . 16
      1.28 Monthly Average Corporates:  . . . . . . . . . . . . . . . . . . 16
      1.29 Net Contribution:  . . . . . . . . . . . . . . . . . . . . . . . 16
      1.30 Nonunitized Separate Account:  . . . . . . . . . . . . . . . . . 16
      1.31 Participant: . . . . . . . . . . . . . . . . . . . . . . . . . . 16
      1.32 Plan:  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
      1.33 Reinvestment:  . . . . . . . . . . . . . . . . . . . . . . . . . 16
      1.34 Separate Account:  . . . . . . . . . . . . . . . . . . . . . . . 17
      1.35 Transfer:  . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
      1.36 Transferred Assets:  . . . . . . . . . . . . . . . . . . . . . . 17
      1.37 Valuation Period:  . . . . . . . . . . . . . . . . . . . . . . . 17
      1.38 Variable Annuity:  . . . . . . . . . . . . . . . . . . . . . . . 17
      1.39 Withdrawal Fee:  . . . . . . . . . . . . . . . . . . . . . . . . 17


II. GENERAL PROVISIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . 17
      2.01 Change of Contract:  . . . . . . . . . . . . . . . . . . . . . . 17
      2.02 Change of Fund:  . . . . . . . . . . . . . . . . . . . . . . . . 18
      2.03 Nonparticipating Contract: . . . . . . . . . . . . . . . . . . . 18
      2.04 Payments:  . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
      2.05 State Laws:  . . . . . . . . . . . . . . . . . . . . . . . . . . 18
      2.06 Control of Contract: . . . . . . . . . . . . . . . . . . . . . . 18
      2.07 Designation of Beneficiary:  . . . . . . . . . . . . . . . . . . 19
      2.08 Misstatements and Adjustments: . . . . . . . . . . . . . . . . . 19
      2.09 Incontestability:  . . . . . . . . . . . . . . . . . . . . . . . 19
      2.10 Grace Period:  . . . . . . . . . . . . . . . . . . . . . . . . . 19
      2.11 Individual Certificates: . . . . . . . . . . . . . . . . . . . . 20
      2.12 Aggregation of Contracts:  . . . . . . . . . . . . . . . . . . . 20




            <PAGE> 5                  5
<PAGE>






III. CONTRIBUTIONS, CURRENT VALUE, AND WITHDRAWAL PROVISIONS  . . . . . . . 20
      3.01 Individual Account(s): . . . . . . . . . . . . . . . . . . . . . 20
      3.02 Net Contribution(s): . . . . . . . . . . . . . . . . . . . . . . 20
      3.03 Limitation on Contributions: . . . . . . . . . . . . . . . . . . 20
      3.04 Experience Credits:  . . . . . . . . . . . . . . . . . . . . . . 21
      3.05 Fund Record Units: . . . . . . . . . . . . . . . . . . . . . . . 21
      3.06 Fund Record Unit Value:  . . . . . . . . . . . . . . . . . . . . 21
      3.07 Fund Net Return Factors: . . . . . . . . . . . . . . . . . . . . 21
      3.08 Market Value Adjustment (MVA): . . . . . . . . . . . . . . . . . 21
      3.09 Transfer(s): . . . . . . . . . . . . . . . . . . . . . . . . . . 22
      3.10 Notice to the Participant: . . . . . . . . . . . . . . . . . . . 23
      3.11 Loans: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
      3.12 Manner and Timing of Distributions:  . . . . . . . . . . . . . . 25
      3.13 Withdrawal:  . . . . . . . . . . . . . . . . . . . . . . . . . . 26
      3.14 Withdrawal Value:  . . . . . . . . . . . . . . . . . . . . . . . 26
      3.15 Withdrawal Restrictions: . . . . . . . . . . . . . . . . . . . . 26
      3.16 Withdrawals from the GA Account: . . . . . . . . . . . . . . . . 27
      3.17 Withdrawal Fee Applicable to Funds and GA Account: . . . . . . . 27
      3.18 Payment of Fixed Plus Account Full Withdrawal: . . . . . . . . . 27
      3.19 Reinstatement: . . . . . . . . . . . . . . . . . . . . . . . . . 28
      3.20 Payment of Minimum Current Value:  . . . . . . . . . . . . . . . 28
      3.21 Amount Payable at Death (Before Annuity Payments Start): . . . . 28


IV. NON-ANNUITY DISTRIBUTION OPTIONS  . . . . . . . . . . . . . . . . . . . 28
      4.01 Distribution Options:  . . . . . . . . . . . . . . . . . . . . . 28
      4.02 Estate Conservation Option:  . . . . . . . . . . . . . . . . . . 28
      4.03 Systematic Withdrawal Option:  . . . . . . . . . . . . . . . . . 30


V. ANNUITY PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
      5.01 Choices: . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
      5.02 Terms of Annuity Options:  . . . . . . . . . . . . . . . . . . . 32
      5.03 Annuity Payments to Participant: . . . . . . . . . . . . . . . . 33
      5.04 Death Provision: . . . . . . . . . . . . . . . . . . . . . . . . 33
      5.05 Fund Annuity Units:  . . . . . . . . . . . . . . . . . . . . . . 33
      5.06 Fund Annuity Unit Value: . . . . . . . . . . . . . . . . . . . . 33
      5.07 Fund Annuity Net Return Factor:  . . . . . . . . . . . . . . . . 34
      5.08 Annuity Options: . . . . . . . . . . . . . . . . . . . . . . . . 34


VI. QUALIFIED JOINT AND SURVIVOR AND PRERETIREMENT SURVIVOR  ANNUITIES  . . 35
      6.01 ERISA Requirements:  . . . . . . . . . . . . . . . . . . . . . . 35
      6.02 Waiver and Spousal Consent:  . . . . . . . . . . . . . . . . . . 35









            <PAGE> 6                  6
<PAGE>







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            <PAGE> 7                  7
<PAGE>






                              Contract Schedule I
                                   Level [A]
                              Accumulation Period

Separate Account:
______________________________________________________________________________

            Variable Annuity Account C

Charges to Separate Account:

            A daily charge  is deducted from any portion  of the Current Value
            allocated to the Separate Account. The charge is determined by the
            value of total assets  held by Aetna under this Contract and other
            Aetna contracts of  the same  class, on each  anniversary date  of
            this Contract. The  daily charge for Annuity mortality and expense
            risk and  profit (M  & E) will  be adjusted (up  or down)  no less
            often than annually to reflect changes in the Current Value of all
            Plan  accounts. The  charge  will include  a daily  administrative
            charge which will not exceed [0.25%] on an annual basis.

      Total Assets         M & E     Administrative Charge 
                   (annual effective rate)(annual effective rate)
__________________________________________________________________

   Less than $500,000       1.25%             0.25%
    500,000 -  1,000,000    1.25%             0.25%
  1,000,001 -  5,000,000    1.25%             0.25%
  5,000,001 - 15,000,000    1.25%             0.25%

 Greater than 15,000,000    1.25%             0.25%

            Initial  Charges will be based  on Aetna's estabed  year end asset
            level for the Contract Holder

Fixed Plus Account
______________________________________________________________________________
_
Minimum Guaranteed Interest Rate:

                   [3%] (effective annual rate of return).

                  Beginning on  the [tenth] anniversary of  the effective date
                  of an Individual Account, Aetna  will credit amounts with an
                  interest  rate that is at least [0.25%] higher than the then
                  declared  interest rate  for Individual Accounts  before the
                  [tenth] anniversary.

Partial Withdrawal:
                  The [20%]  annual limit  applicable to a  partial withdrawal
                  from  the  Fixed  Plus  Account  will  be  waived  when  the
                  withdrawal is:

            <PAGE> 8                  8
<PAGE>






                  a)    Due  to  the  Participant's death  (within  [six  (6)]
                        months  of the  Participant's  date of  death), before
                        Annuity benefit payments begin; or
                  b)    Used to purchase Annuity benefits.

Full Withdrawal:

                  The Payment of Fixed  Plus Account Full Withdrawal provision
                  will  be waived when the withdrawal is:

                  a)    Due to the Participant's death before Annuity payments
                        begin and  request for payment is  received within six
                        (6) months after the Participant's date of death;
                  b)    Used to purchase Annuity benefits; or
                  c)    When the amount in the Fixed Plus Account is $3,500 or
                        less and no amount has been surrendered,  transferred,
                        taken as a  loan or used to  purchase Annuity benefits
                        during the prior 12 months.


Guaranteed Accumulation Account (GA Account)
______________________________________________________________________________

Minimum Guaranteed Interest Rate:

                  [3%] (effective annual rate of return).


Separate Account and GA Account
______________________________________________________________________________

Withdrawal Fee:

                  Length of Time from Individual

                  Account(s) Effective Date (Years)         Withdrawal Fee

                  Fewer than 5                                    5%
                  5 or more, but fewer than 7                     5%
                  7 or more, but fewer than 9                     5%
                  9 or more, but fewer than 10                    5% 
                  10 or more                                      5%

                  The  Withdrawal Fee will not be deducted from any portion of
                  the Individual Account(s) Current Value which is paid:

                  -     Due to the Participant's death before Annuity payments
                        begin;
                  -     Used to purchase Annuity benefits;
                  -     Due to the election  of the Estate Conservation Option
                        (ECO) or  the Systematic Withdrawal  Option (SWO) (see
                        Section IV);

            <PAGE> 9                  9
<PAGE>






                  -     In  an amount  equal  to or  less  than [10%]  of  the
                        Individual Account(s)  Current Value, as  part of  the
                        first partial withdrawal request in a calendar year to
                        a Participant who is at least age 59 1/2 and less than
                        70  1/2.   The  Individual Account(s)Current  Value is
                        calculated  as of  the  date  the  partial  withdrawal
                        request  is received  in  good order  at Aetna's  Home
                        Office.   Any  outstanding loans  from the  Individual
                        Account(s)   are   excluded   when   calculating   the
                        Individual Account(s) Current  Value.  This  provision
                        does  not  apply to  partial  withdrawal  due to  loan
                        defaults made from the Individual  Account(s) and does
                        not apply to full withdrawal requests.  This provision
                        may not be exercised if SWO is elected;
                  -     When  the  Individual  Account(s)  Current   Value  is
                        [$3,500]  or less  and no  amount has  been withdrawn,
                        taken as a  loan or used to  purchase Annuity benefits
                        during the prior [12] months;
                  -     To  relieve a  Participant's "financial  hardship," as
                        may  be allowed  for annuity  contracts  under Section
                        403(b)  of  the  Code  or  other  applicable  Internal
                        Revenue Service rules or regulations; or
                  -     On account of a Participant's separation from service.
                        The Participant must submit documentation satisfactory
                        to  Aetna  to confirm  that  the he/she  is  no longer
                        providing services to the employer.
                  -     The withdrawal fee will never exceed 8.5% of the total
                        Contributions made to the Individual Account(s).


Separate Account, GA Account and Fixed Plus Account
______________________________________________________________________________

Transfers:

                  An unlimited  number  of Transfers  may be  made during  the
                  Accumulation Period.

Maintenance Fee:

                  An  annual Maintenance Fee may be  charged, as determined by
                  the  value of  total  assets  held   by  Aetna   under  this
                  Contract and  other Aetna  contracts of  the same class,  on
                  each anniversary date of  this Contract. The Maintenance Fee
                  may  go  up  or  down  each  year.   Where  applicable,  the
                  Maintenance Fee will be charged for each Participant in  the
                  Contract.






            <PAGE> 10                 10
<PAGE>






                      Total Assets                        Maintenance Fee
______________________________________________________________________________

                   Less than $500,000                          $25.00
                   500,000 -  1,000,000                        $25.00
                 1,000,001 -  5,000,000                        $25.00
                 5,000,001 - 15,000,000                        $25.00

          Greater than 15,000,000                              $25.00

            Initial  charges will be based on Aetna's estimated year end asset
            level for the Contract Holder


Systematic Withdrawal Option (SWO):

                  The  Specified Payment  or Specified  Percentage may  not be
                  greater than [20%] of the Individual Account's Current Value
                  at the time  of election.  The Specified Period  may not  be
                  less than [5 ]years.

Loan Interest Rate:

                  a)    Plans subject  to Title  I of the  Employee Retirement
                        Income Security Act  of 1974 (ERISA):  A Loan Interest
                        Rate is set on  the first business day of  each month.
                        For each loan, the initial Loan Interest Rate is equal
                        to the  Monthly  Average Corporates  for the  calendar
                        month beginning  two months before the  calendar month
                        in which the Loan Effective  Date occurs.  The initial
                        Loan Interest Rate  is effective for  a period of  not
                        less than  three months and  not more  than one  year.
                        The  period is specified  in the loan  agreement.  For
                        each period, the Loan Interest Rate is adjusted if the
                        new rate is at  least [0.5%] higher or lower  than the
                        previous rate. The Participant will receive reasonable
                        notification of any change to the Loan Interest Rate.
                  b)    Plans not subject  to ERISA:  [6%] on an annual basis.

                  See Section I. - DEFINITIONS for explanations. 

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            <PAGE> 11                 11
<PAGE>






                             Contract Schedule II
                                Annuity Period


Separate Account
______________________________________________________________________________

Charges to Separate Account:

                  A  daily charge  at an  annual effective  rate of  1.25% for
                  mortality  and expense risk and  profit (M &  E) is deducted
                  from  any  portion  of  the Current  Value  allocated  to  a
                  Variable Annuity. The  administrative charge is  established
                  upon election  of an Annuity  option. This  charge will  not
                  exceed an annual effective rate of [0.25%].

Variable Annuity Assumed Annual Net Return Rate:

                  If  a  Variable Annuity  is  chosen, an  assumed  annual net
                  return  rate  of [5.0%]  may be  elected.  If [5.0%]  is not
                  elected, Aetna will use an assumed annual net return rate of
                  [3.5%].

                  The daily net return  rate factor for an assumed  annual net
                  return rate [3.5%] per year is [0.9999058].

                  The daily net return  rate factor for an assumed  annual net
                  return rate [5.0%] per year is [0.9998663].

                  If the portion of a Variable Annuity payment for any Fund is
                  not  to  decrease,  the  Annuity  return  factor  under  the
                  Separate Account for that Fund must be:

                  a)    [4.75%] on an annual basis plus an annual return of up
                        to [0.25%] to offset  the administrative charge set at
                        the  time  Annuity  payments commence  if  an  assumed
                        annual net return rate of [3.5%] is chosen; or
                  b)    [6.25%] on an annual basis plus an annual return of up
                        to [0.25%] to offset  the administrative charge set at
                        the  time  Annuity payments  commence,  if  an assumed
                        annual net return rate of [5%] is chosen.

Annuity Option 2:

                  For amounts invested in the GA Account or one or more of the
                  Fund(s), the number of years must be at least [five (5)] and
                  not  more than [thirty (30)] and the  Annuity may be a Fixed
                  or Variable Annuity.

                  For  amounts invested in the Fixed  Plus Account, the number
                  of years  must be  at least  [five  (5)] and  not more  than
                  [thirty (30)] and the Annuity must be a Fixed Annuity.

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<PAGE>







Fixed Annuity
______________________________________________________________________________

Minimum Guaranteed Interest Rate:

                   [3.0%] (effective annual rate of return).














































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DEFINITIONS
______________________________________________________________________________
1.01        Accumulation Period:
                  The period  during which Net Contribution(s)  are applied to
                  an Individual Account(s).

1.02        Adjusted Current Value:
                  The Current Value  of an Individual Account  (See 3.01) plus
                  or minus  any aggregate GA Account  Market Value Adjustment,
                  if applicable (See 3.08).

1.03        Annuitant:
                  A person on  whose life  an Annuity payment  is based  under
                  this Contract.

1.04        Annuity:
                  Payment of an income under the Annuity Provisions of Section
                  V:

                  a)    For the life of one or two persons;
                  b)    For a stated period; or
                  c)    For some combination of (a) and (b). 

                  Upon receipt of certification from the Participant of his or
                  her   total  disability,   acceptance   of   retirement   or
                  termination of employment, the  Participant has the right to
                  elect  an Annuity  option. Aetna  will pay  Annuity benefits
                  directly to  the Participant  and  as payor,  Aetna will  be
                  responsible for withholding any  applicable federal or state
                  taxes and reporting  such sums and filing  any related forms
                  with the  Internal Revenue Service and/or  to any applicable
                  state taxing authorities. In  the event of the death  of the
                  Participant,  Aetna will distribute  the accumulated balance
                  of the deceased Participant's Individual Account(s), without
                  a  Withdrawal Fee,  as previously  directed by  the electing
                  Participant,  or  in  the  absence of  such  directions,  as
                  directed by the Participant's Beneficiary.

1.05        Beneficiary:
                  The person named to receive any  benefits which remain under
                  the  Contract after  the  Participant's death.  Participants
                  designate a Beneficiary for their Individual Account(s) (See
                  2.07).

1.06        Code:
                  The Internal Revenue Code of 1986, as amended.

1.07        Contract Holder:

                  The  entity, named on the  cover of this  Contract, to which
                  the Contract is issued.


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<PAGE>






1.08        Contribution:
                  A payment received at  Aetna's Home Office and allocated  to
                  this Contract.

1.09        Current Value:
                  For  an Individual Account,  the Current Value  is the total
of:
                  a)    The amount,  if any, in  the Fixed Plus  Account, with
                        interest earned to date;
                  b)    The amount,  if any, in the GA  Account, with interest
                        earned to date; and
                  c)    The value of all Fund record units (See 3.05), if any,
                        as of the most recent Valuation Period; plus
                  d)    Any amount due to experience credits; less
                  e)    Any Maintenance Fee(s) due.

1.10        Deposit Period:

                  A calendar month, a calendar quarter, or any other period of
                  time specified  by Aetna  during which Net  Contribution(s),
                  Transfers and Reinvestments are accepted into the GA Account
                  for one or more Terms.

1.11        Fixed Plus Account:

                  An accumulation option  with a  guaranteed minimum  interest
                  rate.  Aetna  may  credit  a   higher  rate  which  is   not
                  guaranteed. No Withdrawal Fee applies. However,  the portion
                  that may be withdrawn or transferred in a 12 month period is
                  restricted (See 3.09, 3.18 and 3.19).

1.12        Fixed Plus Account Guaranteed Interest Rate:

                  Aetna will add interest daily at an annual rate no less than
                  that shown  on                Contract Schedule I on any Net
                  Contribution(s)  to the  Fixed Plus  Account. Aetna  may add
                  interest daily at a  higher rate determined by its  Board of
                  Directors.

1.13        Fixed Annuity:

                  An Annuity with payments that do not vary in amount.

1.14        Fund(s):
                  The  open-end  registered  management  investment  companies
                  (mutual funds) in which the Separate Account invests.

1.15        General Account:

                  The account  holding the assets  of Aetna, other  than those
                  assets held  in Aetna's Separate  Account(s) and Nonunitized
                  Separate Account(s).

            <PAGE> 16                 16
<PAGE>






1.16        Guaranteed Accumulation Account (GA Account):
                  An  accumulation option  where  Aetna guarantees  stipulated
                  rate(s)  of interest  for a  specified period  of time.  All
                  assets  of  Aetna,  including  amounts  in  the  Nonunitized
                  Separate Account,  are available to meet  the guarantees for
                  the GA Account.

1.17        GA Account Guaranteed Interest Rate:
                  Aetna  will declare  the  interest rate(s)  applicable to  a
                  specific Guaranteed Term at the start of the Deposit  Period
                  for  that Guaranteed  Term.  The rate(s)  are guaranteed  by
                  Aetna  for that  Deposit Period  and the  ensuing Guaranteed
                  Term.  The Guaranteed  Interest Rates  are  annual effective
                  yields. That is, interest  is credited daily at a  rate that
                  will produce the Guaranteed Interest Rate over the period of
                  a year. No Guaranteed  Interest Rate will ever be  less than
                  the  Minimum  Guaranteed  Interest Rate  shown  on  Contract
                  Schedule I.

                  For  Guaranteed Terms  of one  year or less,  one Guaranteed
                  Interest Rate is credited for  the full Guaranteed Term. For
                  longer Guaranteed Terms, an initial Guaranteed Interest Rate
                  is  credited  from  the date  of  deposit to  the  end  of a
                  specified period  within the  Guaranteed Term. There  may be
                  different   Guaranteed   Interest   Rate(s)   declared   for
                  subsequent   specified   time   intervals   throughout   the
                  Guaranteed Term.

1.18        Guaranteed Term (Term):
                  The period of time for which GA Account Guaranteed Rates are
                  guaranteed on Net Contributions, Transfers and Reinvestments
                  made  into a current Deposit Period for the GA Account. Such
                  period  begins on the day following the close of the Deposit
                  Period and ends on  the designated Maturity Date. Guaranteed
                  Terms are offered at  Aetna's discretion for various lengths
                  of  time ranging  up  to and  including  ten years  and  are
                  classified as follows:

                  Short Term: Three (3) or fewer years. Amounts allocated to a
                  short Term are held in the General Account.

                  Long Term: More than three (3)  years, but not more than ten
                  (10).  Amounts  allocated to  a long  Term  are held  in the
                  Nonunitized Separate Account.

                  During a Deposit Period, Aetna may make available any number
                  of  Guaranteed  Terms.  The  Participant  may  allocate  Net
                  Contributions and Transfers into any or all of the available
                  Guaranteed Terms.

1.19        Individual Account(s):


            <PAGE> 17                 17
<PAGE>






                  The account(s)  established for  each Participant to  keep a
                  record of Current Value and transactions (See 3.01).

1.20        Loan Account:
                  For each  loan  taken  by  a Participant,  the  loan  amount
                  transferred from  the investment options is  credited to the
                  Loan Account.

1.21        Loan Effective Date:

                  The  date on which Aetna  receives a loan  agreement in good
                  order at its Home Office.

1.22        Loan Interest Rate:

                  The  interest rate  Aetna charges  on a  loan  (see Contract
                  Schedule I).

1.23        Maintenance Fee:

                  The Maintenance Fee will be deducted during the Accumulation
                  Period from the  sum of the  Current Value of  Participant's
                  Individual  Account(s)  and  upon  full  surrender  of   the
                  Participant's   Individual   Account(s),  unless   otherwise
                  directed  by the  Contract Holder.  The Maintenance  Fee for
                  Individual  Account(s)  will  be  as   established  for  the
                  Contract  on Contract  Schedule  I. The  Maintenance Fee  is
                  deducted  on a  pro rata basis  from all  investment options
                  used under  a Participant's Individual  Account(s). However,
                  the  Maintenance  Fee  does   not  apply  to  each  separate
                  Individual Account  established for  purposes of a  lump sum
                  Contribution.

1.24        Market Value Adjustment (MVA):

                  An  adjustment  to  the   amount  prematurely  withdrawn  or
                  Transferred from  a GA Account Guaranteed Term  prior to the
                  end  of that  Guaranteed Term.  The adjustment  reflects the
                  change  in the  value of  the investment  due to  changes in
                  interest rates since  the date  of deposit  and is  computed
                  using the formula given in 3.08. The adjustment is expressed
                  as a percentage of each dollar being withdrawn.

1.25        Matured Term Value:
                  The  amount  payable  on  a  GA  Account  Guaranteed  Term's
                  Maturity Date.
1.26        Matured Term Value Transfer:

                  During the  calendar month  following a GA  Account Maturity
                  Date,  the Participant  may  notify Aetna's  Home Office  in
                  writing to Transfer or  withdraw all or part of  the Matured
                  Term  Value, plus  interest at  the new  Guaranteed Interest

            <PAGE> 18                 18
<PAGE>






                  Rate accrued thereon,  from the GA  Account without an  MVA.
                  This  provision  only  applies  to the  first  such  written
                  request received from the Participant during this period for
                  any Matured Term Value.

1.27        Maturity Date:

                  The last day of a GA Account Guaranteed Term.

1.28        Monthly Average Corporates:

                  Moody's   Corporate   Bond  Yield   Average-Monthly  Average
                  Corporates published   by Moody's Investors  Service, or its
                  successor,  or a  substantially  similar average  as may  be
                  allowed by law or regulation.

1.29        Net Contribution:

                   A Contribution less any applicable premium taxes.

1.30        Nonunitized Separate Account:

                  An account established by Aetna under Section 38a-433 of the
                  Connecticut  General  Statutes  that  holds  assets  for  GA
                  Account Terms  greater than three years. The Contract Holder
                  and/or Participant does  not participate  in the  investment
                  gain  or  loss  from  the  assets  held in  the  Nonunitized
                  Separate  Account. Such  gain or loss  is borne  entirely by
                  Aetna.  Assets   in  this   account  may  be   charged  with
                  liabilities arising out of any other Aetna business.

1.31        Participant:

                  A person who participates in the Plan of the Contract Holder
                  named on the cover of this Contract.

1.32        Plan:
                  The Plan, named on  the cover of this Contract,  established
                  under Code Section  403(b). The Plan  is not a  part of  the
                  Contract and Aetna is not bound by its terms.

1.33        Reinvestment:
                  Aetna  will mail  a notice  to the  Participant at  least 18
                  calendar days before a Guaranteed Term's Maturity Date. This
                  notice will  contain the Terms available  during the current
                  Deposit Periods with  their Guaranteed Interest  Rate(s) and
                  projected Matured  Term Value.  If no specific  direction is
                  given by the  Participant, prior to the  Maturity Date, each
                  Matured Term Value will be reinvested in the current Deposit
                  Period  for a  Guaranteed Term  of the  same duration.  If a
                  Guaranteed Term  of the  same duration is  unavailable, each
                  Matured Term  Value will automatically be  reinvested in the

            <PAGE> 19                 19
<PAGE>






                  current Deposit Period for the next shortest Guaranteed Term
                  available  in   the  same  classification.   If  no  shorter
                  Guaranteed  Term is  available, the  next longer  Guaranteed
                  Term will be used. Aetna will  mail a confirmation statement
                  to the Participant, the next business day after the Maturity
                  Date.  This  notice  will  state  the  Guaranteed  Term  and
                  Guaranteed   Interest  Rate(s)  which   will  apply  to  the
                  reinvested Matured Term Value.
1.34        Separate Account:

                  An account,  established by  Aetna under Section  38a-433 of
                  the Connecticut General Statutes, that buys and holds shares
                  of the Fund(s) available  under this Contract. Income, gains
                  or losses, realized or unrealized are credited or charged to
                  the Separate  Account without regard to  other income, gains
                  or  losses of  Aetna.  Aetna owns  the  assets held  in  the
                  Separate  Account and  is  not a  trustee  of such  amounts.
                  Amounts in the Separate Account are not generally guaranteed
                  and are held  at market  value. The assets  of the  Separate
                  Account,  to  the  extent  of reserves  and  other  contract
                  liabilities  of the  Account, cannot  be charged  with other
                  Aetna liabilities arising out of any other Aetna business.

1.35        Transfer:

                  The  movement  of  invested  amounts   among  the  available
                  Fund(s),  the Fixed Plus  Account and the  GA Account during
                  the Accumulation Period.

1.36        Transferred Assets:  

                  Transferred Assets are the value of prior contributions with
                  another carrier  into an  existing Plan which  are deposited
                  into this Contract as of the date the amount is received  in
                  good order by  Aetna.  Transferred Assets,  less any premium
                  tax, will be allocated to Participant Individual Account(s).

1.37        Valuation Period:

                  The  period of time commencing  at the end  of one valuation
                  date and  ending at  the end of  the next valuation  date. A
                  valuation  date  is each  day on  which  the New  York Stock
                  Exchange is expected to be open for business.

1.38        Variable Annuity:
                  An Annuity  with payments that vary with  the net investment
                  results of the Funds available during the Annuity period.

1.39        Withdrawal Fee:
                  If all or any  portion of an Individual Account(s)  Value is
                  withdrawn during  the Accumulation Period,  a percentage  of


            <PAGE> 20                 20
<PAGE>






                  the amount withdrawn may  be deducted so that the  Aetna may
                  recover sales and administrative related expenses.

II.         GENERAL PROVISIONS
______________________________________________________________________________
2.01        Change of Contract:
                  Only  an authorized officer of Aetna may change the terms of
                  this  Contract.  Aetna reserves  the  right  to modify  this
                  Contract to  meet the  requirements of applicable  state and
                  federal laws or regulations.  Aetna will notify the Contract
                  Holder and Participant in writing of any changes.

                  Aetna may change  the tables for  determining the amount  of
                  Annuity   benefit  payments   without  Contract   Holder  or
                  Participant consent. Such a change will not become effective
                  earlier  than twelve months after  (1) the effective date of
                  the  Contract,  or (2)  the  effective  date of  a  previous
                  change.  Aetna   will  notify   the   Contract  Holder   and
                  Participant in writing at least thirty (30) days before  the
                  effective date of the  change. The change will apply  to all
                  current and future Individual Accounts.
2.02        Change of Fund:
                  Aetna, or the Separate Account may:

                  a)    Change the  Fund(s)  in  which  the  Separate  Account
                        invests; and/or
                  b)    Replace the shares of any Fund(s) held in the Separate
                        Account with shares of any other Fund(s).

                  Replacements must be:
                  a)    Approved by  a majority  vote in the  Separate Account
                        with respect  to the Fund(s)  whose shares  are to  be
                        replaced; or
                  b)    Deemed necessary by Aetna under the Investment Company
                        Act of 1940; or
                  c)    Deemed necessary by Aetna to accomplish the purpose of
                        the Separate Account.  

                  Aetna will notify the Contract Holder and Participant of any
                  such change.

2.03        Nonparticipating Contract:
                  The Contract Holder, Participants, or Beneficiaries will not
                  have a right to share in the earnings of Aetna.

2.04        Payments:
                  a)    Aetna  will  make  distributions  as directed  by  the
                        Participant.  Aetna  will  determine  the   amount  of
                        payments  based on  the Individual  Account(s) Current
                        Value as of the date on which a request is received in
                        good  order  at Aetna's  Home  Office  subject to  the
                        restrictions in  Section 3.15.  Payments will  be made

            <PAGE> 21                 21
<PAGE>






                        within seven (7) calendar days of receipt of a written
                        request in good order at Aetna's Home Office.

                        For Plans subject to ERISA, see Section VI.
                        b)    Aetna may defer payments: 
                              1)    For  a  period of  up  to  six (6)  months
                                    (unless not allowed by state law); and 
                              2)    As allowed by federal law.

2.05        State Laws:
                  This Contract complies with  the laws of the state  in which
                  it is  delivered. Any  cash, death  or Annuity  payments are
                  equal  to or greater than the minimum required by such laws.
                  Annuity  tables  for legal  reserve  valuation  shall be  as
                  required by  state law.  Such tables may  be different  from
                  Annuity tables used to determine Annuity payments.

2.06        Control of Contract:
                  This  is a  Contract between the  Contract Holder  and Aetna
                  only  to satisfy  the  "purchase"  requirements  of  Section
                  403(b)(1) of the Internal Revenue  Code of 1986, as amended.
                  The Contract Holder has  no right, title or interest  in the
                  amounts  held  under  the   Contract  either  by  reason  of
                  remitting Contributions or applying for this Contract. 

                  Each  Participant shall own all  amounts held in  his or her
                  Individual Account(s).  The Participant may make any choices
                  allowed  under  this  Contract  with  respect to  Individual
                  Accounts. Any  choices made under  this Contract must  be in
                  writing. Until  receipt of  any such  written choice  at its
                  Home  Office,  Aetna may  rely  on any  prior  choices made.
                  Neither the  Contract nor any Individual  Account is subject
                  to  the claims  of  Participants' creditors,  except to  the
                  extent permitted by law.
                  Distributions  will be made  from the  Individual Account(s)
                  upon the  Participant's written direction to  Aetna, subject
                  to the  restrictions in  Section  3.15 and  Section VI.  The
                  Participant may direct Aetna  to make an in-service transfer
                  pursuant to IRS Revenue  Ruling 90-24. Checks for in-service
                  transfers  will  be  made  payable  only  to  the  acquiring
                  investment provider.
                  a)    Nontransferable and Nonassignable:

                        This  Contract  and   any  Individual  Account(s)  are
                        nontransferable and nonassignable, except to  Aetna in
                        the  event of  a  loan  or  pursuant to  a  "qualified
                        domestic  relations  order"  as  set forth  under  the
                        Retirement Equity  Act of 1984  (REA). In the  event a
                        loan is requested, the Current Value of the Individual
                        Account(s)  necessary to  cover the  loan amount  plus
                        interest must be assigned to Aetna.
                  b)    ERISA/REA Requirements:

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<PAGE>






                        The Contract Holder shall notify Aetna in  writing  of
                        the applicability  of ERISA, as  amended by subsequent
                        law including  REA, to the  Plan. Aetna shall  rely on
                        the Contract Holder's determination and representation
                        of  applicability.  For Plans  subject  to  ERISA, see
                        Section VI.
                  c)    Participant Rights:

                        The  Participant has  a  nonforfeitable right  to  the
                        value of his or  her Individual Account(s) pursuant to
                        Code Section 403(b).

2.07        Designation of Beneficiary:
                  Each Participant shall name a Beneficiary.

                  An unmarried Participant may  designate a Beneficiary of his
                  or her entire  Individual Account(s) Current Value  if it is
                  accompanied by a consent form which certifies that he or she
                  is unmarried. 

                  In  accordance   with   Section  6.01(b),   for  a   married
                  Participant, the spouse  must be the  Beneficiary of 50%  of
                  the Individual Account(s)  Current Value. Provided, however,
                  if  the Participant  has  attained age  35,  he or  she  may
                  designate an  alternate Beneficiary  for such amount  if the
                  appropriate  waiver/spousal  consent  form, completed  in  a
                  manner consistent with Section 6.02, is submitted to Aetna.

                  For the balance of  the Individual Account(s) Current Value,
                  a  married  Participant  may  name  any  Beneficiary without
                  obtaining spousal consent. 

                  Upon  the  death  of   a  married  Participant,  Aetna  will
                  disregard the designated Beneficiary   and treat the current
                  spouse  as the  Beneficiary,  subject to  the  terms of  any
                  applicable  qualified  domestic  relations  order,   if  the
                  current spouse  did not  consent  to the  designation of  an
                  alternate Beneficiary.

2.08        Misstatements and Adjustments:
                  If Aetna  finds the  age of any  payee to be  misstated, the
                  correct facts will be used to adjust payments.

2.09        Incontestability:
                  Aetna  cannot cancel this  Contract because of  any error of
                  fact on the application.

2.10        Grace Period:
                  This Contract  will remain  in effect even  if Contributions
                  are not continued except as provided in Section 3.21.
2.11        Individual Certificates:


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<PAGE>






                  Aetna  shall issue  certificates to  the Contract  Holder or
                  Participants as required by the state in which this Contract
                  is   delivered.  The  certificate   will  summarize  certain
                  provisions of the Contract. Certificates are for information
                  only and are not a part of the Contract.

2.12        Aggregation of Contracts:
                  The  charges to  the  Separate Account  and Maintenance  Fee
                  described in Contract Schedule I  vary by the Current  Value
                  of Individual Account(s). In determining such Current Value,
                  Individual Account(s)  of the  following  contracts will  be
                  aggregated:
                  a)    This Contract, and
                  b)    Aetna  contracts of  the same  class as  this Contract
                        covering employees  of  the employer  maintaining  the
                        Plan.

                  For  purposes  of determining  the  daily  asset charge  and
                  Maintenance  Fee  under this    Contract,  where such  other
                  contract comes into existence  after the Effective Date, the
                  aggregation  will commence  no  later than the  first day of
                  the  next  succeeding  anniversary date.  Where  such  other
                  contract is in existence prior to, or on the Effective Date,
                  the aggregation will commence on the Effective Date.  

III.        CONTRIBUTIONS, CURRENT VALUE, AND WITHDRAWAL PROVISIONS
______________________________________________________________________________
3.01        Individual Account(s):
                  Aetna will maintain  Individual Account(s) for Participants.
                  The  Individual Account(s)  will  be credited  with employee
                  Contributions.  Ongoing employer  Contributions will  not be
                  accepted.

                  Aetna reserves the right not to accept any Contribution.

3.02        Net Contribution(s):
                  The Net Contribution equals the actual Contribution less any
                  applicable  premium tax.  Generally, Aetna  will deduct  the
                  premium tax when Annuity benefits are purchased (See Section
                  V). If Aetna determines that under  applicable state law, it
                  must pay a premium tax when the Contribution is received, or
                  at any other time, it  may deduct the tax at that  time. The
                  Net  Contribution(s) may  be allocated  among the  following
                  investment options:
                  a)    The Fixed Plus Account; and
                  b)    The  current  Deposit Period(s)  for  Guaranteed Terms
                        under the GA Account; and
                  c)    The Fund(s) in which the Separate Account invests.
                  The Participant must  tell Aetna the  percentage of all  Net
                  Contributions  to allocate to one or  more of the investment
                  options. The Participant may change the allocation of future
                  Net  Contributions  at  any   time,  without  charge.  Aetna

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<PAGE>






                  reserves the right to  require a minimum Contribution amount
                  per Individual Account.

3.03        Limitation on Contributions:
                  The  Contribution(s)  made  to  a  Participant's  Individual
                  Account(s) in  any  year cannot  exceed  the lesser  of  the
                  amount determined  under  the exclusion  allowance  of  Code
                  Section 403(b)(2) or the annual additions limitation of Code
                  Section 415(c)(1).

                  In   addition,   in  no   event   may  the   Contribution(s)
                  attributable  to  elective  deferrals  as  defined  in  Code
                  Section  402(g) exceed  $9,500  (or, such  larger amount  as
                  adjusted  by  the  Secretary  of the  Treasury)  during  any
                  calendar  year,  unless  the alternate  limitation  of  Code
                  Section 402(g)(8) applies.

3.04        Experience Credits:

                  Aetna may apply experience  credits under this Contract. Any
                  such credits will be computed as decided by Aetna.

3.05        Fund Record Units:

                  The portion of  the Net Contribution(s) applied to each Fund
                  under the Separate Account will determine the number of Fund
                  record units credited to  the Individual Account(s) for that
                  Fund. This  number is equal to the  Net Contribution applied
                  to the Fund divided by the Fund record unit value (See 3.06)
                  for  the  Valuation  Period  in which  the  Contribution  is
                  received in good order.

3.06        Fund Record Unit Value:

                  A  Fund record unit value is computed by multiplying the net
                  return factor (See 3.07) for the current Valuation Period by
                  the Fund  record unit  value  for the  previous period.  The
                  dollar value of a Fund record unit, Separate Account assets,
                  and  Variable  Annuity payments  may go  up  or down  due to
                  investment gain or loss.

3.07        Fund Net Return Factors:

                  The net  return factor(s) are  used to compute  all Separate
                  Account record units for any Fund. The net return factor for
                  each Fund is equal to 1.0000000 plus the net return rate. 

                  The net return rate is equal to:

                  a)    The  value of  the  shares of  the  Fund held  by  the
                        Separate  Account at  the end  of a  Valuation Period;
                        minus

            <PAGE> 25                 25
<PAGE>






                  b)    The  value of  the  shares of  the  Fund held  by  the
                        Separate Account at the start of the Valuation Period;
                        plus or minus
                  c)    Taxes (or reserves for  taxes) on the Separate Account
                        (if any); 
                  d)    Divided  by the total  value of the  Fund record units
                        and Fund Annuity  units of the Separate Account at the
                        start of the Valuation Period; 
                  e)    Minus a Separate Account charge at an annual effective
                        rate  as  shown on  Contract  Schedule  I for  Annuity
                        mortality  and expense  risks and  profit and  a daily
                        administrative charge which will not exceed the amount
                        shown on Contract Schedule  I on an annual  basis. The
                        administrative charge  may be changed  annually except
                        for  amounts  which  have  been used  to  purchase  an
                        Annuity.

                  A net return rate may be more or less than 0%.

                  The value of a share of the Fund  is equal to the net assets
                  of the Fund divided by the number of shares outstanding.

3.08        Market Value Adjustment (MVA):

                  a)    An MVA will  be applied  to any withdrawal  from a  GA
                        Account Term before the Maturity Date due to:
                        1)    A Transfer; 
                        2)    A full or partial withdrawal; 
                        3)    A payment of a premium for Annuity Option 2.



                  The  amount of the withdrawal  will be adjusted  to a market
                  value amount as described in b):
                  b)    Market  value adjusted  amounts will  be equal  to the
                        amount withdrawn multiplied by the following ratio:
                                       x
                                    -------
                                      365
                                    (1 + i)
                           ------------------------
                                       x
                                    -------
                                      365
                                    (1 + j)
                  Where:
                  i is the Deposit Period Yield 
                  j is the Current Yield 
                  x is the number of days  remaining, (computed from Wednesday
                  of the week of withdrawal) in the Term.
                  c)    The  Deposit Period  Yield and  Current Yield  will be
                        determined as follows:

            <PAGE> 26                 26
<PAGE>






                        1)    At the close  of the last  business day of  each
                              week  of the  Deposit  Period, a  yield will  be
                              computed as  the average  of the yields  on that
                              day of  U.S. Treasury Notes which  mature in the
                              last three months of the Term.
                        2)    The Deposit Period Yield is the average of those
                              yields for the Deposit Period. If  withdrawal is
                              made prior  to the close of  the Deposit Period,
                              it is the average of  those yields on each  week
                              preceding withdrawal.
                        3)    The Current  Yield is the average  of the yields
                              on the  last business day of  the week preceding
                              withdrawal  on  the  same  U.S.  Treasury  Notes
                              included in the Deposit Period Yield.
                        4)    In the  event that no U.S.  Treasury Notes which
                              mature  in the  last  three months  of the  Term
                              exist, Aetna reserves the  right to use the U.S.
                              Treasury  Notes  that  mature  in   a  following
                              quarter.
                  d)    Full and partial withdrawals as well as Transfers made

                        1)    within  six (6)  months after  the Participant's
                              date of death under  the Amount Payable at Death
                              provision (See 3.22) will be the greater of:
                              (a)   The  aggregate MVA amount which is the sum
                                    of  all  market  value   adjusted  amounts
                                    calculated due to a withdrawal  of amounts
                                    (for  withdrawal  or Transfer)  from Terms
                                    prior  to  the  end of  those  Terms.  The
                                    aggregate  MVA may  be either  positive or
                                    negative; or
                              (b)   The  applicable  portion  of  the  Current
                                    Value in the GA Account.
                        2)    After the  six month period following death, the
                              withdrawal or Transfer will be the aggregate MVA
                              amount (i.e., including all MVAs). 
                  e)    The  greater  of  the  aggregate  MVA  amount  or  the
                        applicable  portion of  the  Current Value  in the  GA
                        Account is  applied to  amounts withdrawn from  the GA
                        Account for payment of a premium under Annuity options
                        3 or 4.

3.09        Transfer(s):
                  Before an Annuity option  is elected, all or any  portion of
                  the Adjusted Current Value  of the Individual Account(s) may
                  be  transferred from any Fund, the Fixed Plus Account or the
                  GA Account:
                  a)    To any other allowable Fund; or 

                  b)    To the Fixed Plus Account; or 



            <PAGE> 27                 27
<PAGE>






                  c)    To  any Guaranteed  Term  of  the  GA Account  with  a
                        different  classification  available  in  the  current
                        Deposit Period.

                  Transfer requests can be  submitted as a percentage or  as a
                  dollar  amount.  Aetna  may  establish  a  minimum  transfer
                  amount. Within a Guaranteed Term classification,  the amount
                  transferred  will  be  withdrawn  from  the  oldest  Deposit
                  Period,  then  from the  next oldest,  and  so on  until the
                  amount requested is satisfied.

                  Amounts applied  to Guaranteed Terms  of the GA  Account may
                  not be transferred to  the Funds, the Fixed Plus  Account or
                  to  another Guaranteed Term during the  Deposit Period or 90
                  days  after  the close  of  the  Deposit  Period except  for
                  Matured Term  Value(s) during the  calendar month  following
                  the Term's Maturity Date.

                  Transfers  from  Guaranteed  Terms  of the  GA  Account  are
                  subject to the MVA provisions of 3.08.

                  During each rolling twelve  (12) month period, up to  20% of
                  the  Current Value  held in  the Fixed  Plus Account  may be
                  transferred to one  or more  of the Fund(s),  and/or the  GA
                  Account's  then-current  Deposit Period.  The  20% limit  is
                  reduced by any partial withdrawals, loans or amounts used to
                  purchase  an Annuity  during the  twelve (12)  month period.
                  Aetna reserves  the right to include amounts  paid under ECO
                  and SWO  provisions for purposes of applying this 20% limit.
                  This  limit is  waived when  the balance  in the  Fixed Plus
                  Account is $1,000 or  less on the date the  Transfer request
                  is received in good order at Aetna's Home Office.

                  The Participant  may make  an unlimited number  of Transfers
                  during the Accumulation Period.

3.10        Notice to the Participant:
                  Each year, Aetna will notify the Participant of:
                  a)    The value of any amounts held in: 
                        1)    The Fixed Plus Account, 
                        2)    The GA Account, 
                        3)    The Fund(s) for the Separate Account; 
                  b)    The number of any Fund record units; 
                  c)    The Fund record unit value(s); 
                  d)    The Loan Account balance; and 
                  e)    The amount available for withdrawal.

                  This information  will be as  of a  date no more  than sixty
                  (60) days before the date of the notice.

3.11        Loans:


            <PAGE> 28                 28
<PAGE>






                  During  the Accumulation  Period, loans  are granted  (1) as
                  permitted under applicable law; (2) subject to the terms and
                  conditions  of the  loan agreement;  and, (3)  in accordance
                  with the following provisions.
                  a)    Amount available  for loan:  The  amount available for
                        loan  is  limited  to  the   Participant's  Individual
                        Account(s) Current Value.  Amounts available from some
                        investment  options  may  be  subject  to  limitations
                        specified in the loan agreement.   To obtain the  loan
                        amount  requested, these  limitations may  require the
                        Participant   to  transfer  funds.    A  Market  Value
                        Adjustment may apply to amounts transferred.

                  The  minimum loan amount is $1,000.  The maximum loan amount
                  is the lesser of:

                        1)    Fifty percent (50%) of the Individual Account(s)
                              Current  Value,  including  any   Loan  Account,
                              reduced by the  amount of  any outstanding  loan
                              balance on the Loan Effective Date; or
                        2)    Fifty thousand dollars ($50,000) reduced  by the
                              highest   outstanding   loan  balance   for  the
                              preceding 12 months.

                        The  amount  of all  outstanding  loans cannot  exceed
                        $50,000.

                  b)    Loan Interest Rate: A Loan Interest Rate is set on the
                        first  business day of each month.  For each loan, the
                        initial  Loan  Interest  Rate  is  the  rate  for  the
                        calendar  month  in  which  the  Loan  Effective  Date
                        occurs.   The initial Loan Interest  Rate is effective
                        for a period  of not  less than three  months and  not
                        more  than one year.   The period is  specified in the
                        loan agreement.   For  each period, the  Loan Interest
                        Rate  is adjusted  if the  new rate  is at  least 0.5%
                        higher   or  lower   than   the  previous   rate.  The
                        Participant  will  receive reasonable  notification of
                        any change to the Loan  Interest Rate.  As applicable,
                        the Loan Interest Rate is:
                        1)    Plans  subject to  ERISA: equal  to  the Monthly
                              Average  Corporates  for   the  calendar   month
                              beginning  two months  before the  Loan Interest
                              Rate is effective.
                        2)    Plans not subject to  ERISA: not greater than 8%
                              on an annual basis.
                  c)    Earned interest:   The  Loan Account is  credited with
                        interest at a  rate which  is not less  than the  Loan
                        Interest Rate, less 3%, on an  annual basis.  Interest
                        credited  to the Loan Account will  never be less than
                        3%.


            <PAGE> 29                 29
<PAGE>






                  d)    Loan repayment:  Repayment is as set forth in the loan
                        agreement, or a Participant  may repay a loan in  full
                        at any time.
                  e)    Surrenders  while  a  loan  is outstanding:    If  the
                        Participant requests  a surrender from  the Individual
                        Account(s) Current  Value while a loan is outstanding,
                        one of the following occurs:

                        1)    If  the  amount  of  the  Individual  Account(s)
                              Current  Value  available  for  distribution  is
                              sufficient  to repay  (a)  the outstanding  loan
                              balance,  plus  (b)  any  applicable  Fixed Plus
                              Account default charge,  and (c) any  Withdrawal
                              Fee  due on the  outstanding loan  balance, that
                              amount,  minus  the  Loan  Account  balance,  is
                              deducted from the  Individual Account(s) Current
                              Value and the loan is cancelled.
                        2)    If  the  amount  of  the  Individual  Account(s)
                              Current  Value available for distribution is not
                              sufficient to repay the (a) the outstanding loan
                              balance,  plus  (b)  any  applicable  Fixed Plus
                              Account default charge,  and (c) any  Withdrawal
                              Fee  due on  the  outstanding loan  balance, the
                              surrender  amount cannot exceed  the  Individual
                              Account(s)  Current  Value,  including the  Loan
                              Account, reduced by 125% of the outstanding loan
                              balance.  

                  f)    Electing   an  Annuity   option   while   a  loan   is
                        outstanding:    Before  all  or  any  portion  of  the
                        Individual Account(s)  Current Value is applied  to an
                        Annuity   option,  the   Participant  may   repay  any
                        outstanding loan balance, or the Individual Account(s)
                        Current Value is adjusted as described in (e).
                  g)    Death of the Participant  while a loan is outstanding:
                        If  a   death  benefit  claim  is   submitted  for  an
                        Individual  Account(s) with  an outstanding  loan, the
                        Individual  Account(s)  Current  Value, including  the
                        amount of the  Loan Account, is reduced  by the amount
                        of  the  outstanding  loan  balance before  the  death
                        benefit amount is determined.
                  h)    Loan  default:   If  Aetna  does  not  receive a  loan
                        payment when due, the outstanding loan balance becomes
                        due.   If applicable, a 5% default charge may apply to
                        the  portion in excess of  20%, if any,  of the amount
                        transferred  from  the   Fixed  Plus  Account.     The
                        defaulted loan is treated as follows:
                        1)    If  the  amount  of  the  Individual  Account(s)
                              Current  Value  available  for  distribution  is
                              sufficient  to repay  (a)  the outstanding  loan
                              balance,  plus  (b)  any  applicable  Fixed Plus
                              Account default charge,  and (c) any  Withdrawal

            <PAGE> 30                 30
<PAGE>






                              Fee due  on the  outstanding loan  balance, that
                              amount,  minus  the  Loan  Account  balance,  is
                              deducted from the  Individual Account(s) Current
                              Value and the loan is cancelled.
                        2)    If  the  amount  of  the  Individual  Account(s)
                              Current Value available for distribution  is not
                              sufficient  to  repay (a)  the  outstanding loan
                              balance,  plus  (b)  any applicable  Fixed  Plus
                              Account  default charge, and  (c) any Withdrawal
                              Fee due  on the outstanding loan  balance, until
                              such   time   that  the   amount   due  can   be
                              distributed, the Loan Account continues  to earn
                              interest,  and  interest   is  charged  on   the
                              outstanding loan  balance.   At  that time,  the
                              amount  described in (h)(1)  is surrendered from
                              the  Individual Account(s) Current Value and the
                              loan is cancelled.
                  i)    For Plans subject to ERISA, see Section VI.
3.12        Manner and Timing of Distributions:
                  a)    A  distribution to a Participant may be made in a lump
                        sum, as  one of the distribution  options described in
                        Section  IV,  or  as one  of  the  Annuity options  in
                        Section V.
                  b)    Generally, the distribution of benefits  accrued after
                        December 31,  1986,  must  begin by  April  1  of  the
                        calendar year following the calendar year in which the
                        Participant  attains   age  70  1/2.  However,  for  a
                        Participant who attained age  70 1/2 before January 1,
                        1988, the  distribution of such benefits  must be made
                        or  must begin  not  later than  the  April 1  of  the
                        calendar year following the calendar year in which the
                        Participant retires.

                        The above does not  apply if the Contract Holder  is a
                        governmental  entity or a  church. For Participants of
                        such an employer, the distribution of benefits accrued
                        after December 31,  1986, must be  made or must  begin
                        not later  than April 1 of the calender year following
                        the calendar year in which the Participant attains age
                        70 1/2 or retires, whichever occurs later.
                  c)    The required  distribution must be made  over the life
                        of  the  Participant  (or   the  joint  lives  of  the
                        Participant and the Beneficiary)  or over a period not
                        exceeding the  life expectancy of  the Participant (or
                        the joint life expectancies of the Participant and the
                        Beneficiary).
                  d)    If the Participant  does not  request commencement  of
                        benefits  as   described  above,  Aetna  will  not  be
                        responsible  for  compliance  with  the  Code  Section
                        401(a)(9) minimum distribution requirements or for any
                        adverse tax or other consequences that may result.
                  e)    For Plans subject to ERISA, see Section VI.

            <PAGE> 31                 31
<PAGE>






3.13        Withdrawal:
                  a)    The Participant  may withdraw any portion or all of an
                        Individual  Account(s) Current  Value by  submitting a
                        written request to Aetna.  For Plans subject to ERISA,
                        see Section VI.
                  b)    Except  as  described  in  Section  3.19,  unless  the
                        Participant  specifies otherwise,  partial withdrawals
                        are  satisfied by  withdrawing amounts  on a  pro rata
                        basis from each of the investment options in which the
                        Individual Account(s) is invested.
                  c)    When  amounts  are  withdrawn  from  the  GA  Account,
                        amounts in short  Term and  long Term  classifications
                        are treated as separate investment options and amounts
                        are   taken   on   a   pro  rata   basis.   Within   a
                        classification,  amounts  will  be withdrawn  starting
                        with the term  still in effect with the oldest Deposit
                        Period.
3.14        Withdrawal Value: 
                  After deduction of the Maintenance Fee (if any), the  amount
                  payable  by Aetna upon the  withdrawal of any  portion of an
                  Individual  Account(s) from  the Fund(s)  or the  GA Account
                  shall be reduced  by a  Withdrawal Fee,  if applicable.  The
                  Withdrawal Fee will be in accordance with the Withdrawal Fee
                  table in Contract Schedule I.
                  No Withdrawal  Fee  is  deducted from  any  portion  of  the
                  Current Value which is paid from the Fixed Plus Account.
                  For  a  partial  or  full  withdrawal  from  any  Individual
                  Account,  Aetna  must  receive  written  direction from  the
                  Participant on a form  acceptable to Aetna. Aetna may  defer
                  payment   of   the   withdrawal   value   until  appropriate
                  certification is received.
3.15        Withdrawal Restrictions:
                  Limitations  apply to  full and  partial withdrawals  of the
                  "restricted amount" from this  Contract, as required by Code
                  Section 403(b)(11). The restricted amount is the sum of:
                  a)    Net  Contributions  attributable  to  a  Participant's
                        salary  reduction  contributions  made  on  and  after
                        January 1, 1989; plus
                  b)    The  net increase, if any, in the Current Value of the
                        Individual   Account   after    December   31,    1988
                        attributable  to  investment   gains  and  losses  and
                        credited interest.
                  The restricted  amount may  be fully or  partially withdrawn
                  only if one or more of the following conditions are met.
                  a)    The Participant has reached age 59 1/2; 
                  b)    The Participant has separated from service; 
                  c)    The Participant has died; 
                  d)    The  Participant  has  become  disabled,   within  the
                        meaning of Code Section 72(m)(7); or 
                  e)    The withdrawal  is otherwise  allowed by  federal law,
                        regulations or rulings.


            <PAGE> 32                 32
<PAGE>






                  A  full  or  partial  withdrawal  is  also  allowed  if  the
                  Participant incurs a "hardship"  as that term is defined  in
                  the Code or regulations  under Code Section 403(b). However,
                  the amount available for  hardship is limited to  the lesser
                  of  the  amount necessary  to satisfy  the  need or  the Net
                  Contributions  attributable  to  the   Participant's  salary
                  reduction contributions made on or after January 1, 1989.
                  The Participant  must certify  that one of  these conditions
                  has been met before a withdrawal request  will be considered
                  to  be in good order.  The Participant must  notify Aetna in
                  writing when  a lump sum  payment is to  be made  or Annuity
                  payments are to commence.

                  If, pursuant to Revenue Ruling 90-24, Aetna agrees to accept
                  under this Contract amounts  transferred from a Code Section
                  403(b)(7) custodial account, such amounts will be subject to
                  the  withdrawal  restrictions  set  forth  in  Code  Section
                  403(b)(7)(A)(ii).

3.16        Withdrawals from the GA Account:
                  Full or  partial withdrawals  may be  requested at  any time
                  from the GA Account. However, amounts withdrawn prior to the
                  Maturity  Date of a  Term may be  subject to a  Market Value
                  Adjustment (See 3.08).

                  Full and partial  withdrawals are  satisfied by  withdrawing
                  amounts  from each of  the investment  options in  which the
                  Individual Account(s) is invested (the Funds, the Fixed Plus
                  Account, the GA Account short Term classification and the GA
                  Account  long  Term classification)  on  a  pro rata  basis.
                  However, the  Participant may specify a  particular order in
                  which  investment options  will  be liquidated  in order  to
                  satisfy a partial surrender request.

3.17        Withdrawal Fee Applicable to Funds and GA Account:

                  A  Withdrawal Fee  may  apply  to  withdrawals from  the  GA
                  Account  and/or Funds.  The fee  will vary according  to the
                  length  of  time  elapsed  from the  effective  date  of  an
                  Individual Account  to the date when  the withdrawal request
                  is received. For each withdrawal, the Withdrawal Fee will be
                  determined as shown on Contract Schedule I.

                  During  each  rolling 12-month  period,  up  to 20%  of  the
                  Current  Value in the Fixed Plus Account may be withdrawn as
                  a  partial surrender.  This  20%  limit  is reduced  by  any
                  amount(s) transferred, taken as  a loan or used to  purchase
                  an  Annuity  during  the  12 month  period.  The  20%  limit
                  applicable to partial surrenders from the Fixed Plus Account
                  will be  waived when the partial surrender  is due to one of
                  the  conditions set forth in Contract Schedule I. The waiver
                  will apply provided the  partial surrender is taken pro-rata

            <PAGE> 33                 33
<PAGE>






                  from  the  Fixed  Plus  Account,  the  GA  Account,  and the
                  Fund(s). Aetna  reserves the  right to include  amounts paid
                  under the  ECO and SWO  provisions for purposes  of applying
                  the 20% limit. However,  the SWO provision is  not available
                  if the  Participant requested a Fixed  Plus Account Transfer
                  or surrender within the current 12 month period.

3.18        Payment of Fixed Plus Account Full Withdrawal:
                  No  Withdrawal  Fee  is  deducted from  any  portion  of the
                  Current  Value which  is paid from  the Fixed  Plus Account.
                  When Aetna receives a full withdrawal request, no additional
                  partial withdrawals or Transfers from the Fixed Plus Account
                  are permitted during the payout period. If a full withdrawal
                  is requested,  Aetna will  pay any Current  Value, including
                  accrued  interest,  from  the  Fixed Plus  Account  in  five
                  payments as follows:
                  a) One-fifth  of the Current Value on the day the request is
                     received in good order at Aetna's Home Office, reduced by
                     any  amount   from  the  Fixed  Plus   Account  that  was
                     transferred, withdrawn  or used for a loan or to purchase
                     Annuity benefits during the prior twelve months; 
                  b) One-fourth  of the  then remaining  Current Value  twelve
                     months later; 
                  c) One-third  of the  then  remaining  Current Value  twelve
                     months later; 
                  d) One-half  of  the  then  remaining Current  Value  twelve
                     months later; and 
                  e) The  balance  of the  then  Current  Value twelve  months
                     later.
                  The Fixed Plus Account full withdrawal payment provision may
                  also  be  waived  under  certain  conditions  (See  Contract
                  Schedule I).

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

                  For Plans subject to ERISA, see Section VI.


3.19        Reinstatement:
                  All or  a portion  of the proceeds  of a full  withdrawal of
                  this Contract  may be  reinvested within 30  days after  the
                  withdrawal  if  allowed  by  law. Any  Maintenance  Fee  and
                  Withdrawal  Fee charged at the time of the withdrawal on the
                  amount   being   reinvested   will  be   included   in   the
                  reinstatement.  Any Market Value Adjustment deducted from GA
                  Account   withdrawals   will   not   be  included   in   the
                  reinstatement. Amounts  will be  reinstated among the  Fixed
                  Plus Account, the  GA Account,  and/or the  Fund(s) for  the
                  Separate  Account in the same proportion as they were at the
                  time of withdrawal. Any amounts reinstated to the GA Account
                  will be credited to  Terms available during the then-current

            <PAGE> 34                 34
<PAGE>






                  Deposit Period.  The number of record  units reinstated will
                  be  based on  the record  unit value(s) next  computed after
                  receipt  in  good  order  at  Aetna's  Home  Office  of  the
                  reinstatement request and the amount to be reinvested.

                  Any Maintenance Fee which falls due after the withdrawal and
                  before the  reinstatement will  be deducted from  the amount
                  reinstated.

                  Reinstatement  is  permitted  only once  for  an  Individual
                  Account.
3.20        Payment of Minimum Current Value:
                  If the sum of the Individual  Account(s) Current Value(s) is
                  less than  $3,500, and  no Contributions have  been received
                  for  three (3) years, Aetna may close the account(s) and pay
                  the Current Value(s) to the Participant in one lump sum.
3.21        Amount Payable at Death (Before Annuity Payments Start): 
                  Aetna will  pay the  Individual Account(s) Current  Value to
                  the Beneficiary when:
                  a) The Participant dies before Annuity payments start; and 
                  b) A certified copy of the death certificate is received.

                  Amounts  in the GA Account  will be payable  as described in
                  Section 3.08(d).

IV.         NON-ANNUITY DISTRIBUTION OPTIONS
______________________________________________________________________________
4.01        Distribution Options:
                  Subject to Section VI, the Participant or a surviving spouse
                  may elect one  of the two following  distribution options. A
                  surviving spouse is  eligible to  elect one  of the  options
                  provided the  spouse is  the designated Beneficiary  and the
                  Participant had  died before electing an  Annuity option and
                  before the date for required minimum distributions.
4.02        Estate Conservation Option:
                  a) With the  Estate Conservation  Option (ECO) a  portion of
                     the  Individual Account(s) Current Value is automatically
                     surrendered and distributed each year without incurring a
                     Withdrawal Fee.  Each payment will be  withdrawn from the
                     Individual Account(s) in  the same  proportion as  assets
                     are held in the Funds, the GA Account, and the Fixed Plus
                     Account on the date the payment is made.
                  b) Payments under ECO will  comply with the incidental death
                     benefit test set forth in Code Section 401(a)(9).
                  c) Distribution  Amount: Each  year that  ECO is  in effect,
                     Aetna will  calculate and  distribute an amount  equal to
                     the  minimum  distribution required  under the  Code. The
                     annual distribution  will be  determined by dividing  the
                     Individual Account(s) Current Value  as of December 31 of
                     the year prior to the payment year, by a single  or joint
                     life  expectancy  factor.  If  joint  life  expectancy is
                     elected, the Beneficiary  under ECO must  be the same  as

            <PAGE> 35                 35
<PAGE>






                     the  Beneficiary   of  any   death  benefits   under  the
                     Individual Account(s).




                     An  exception will be made  if Aetna maintains a separate
                     record of a Participant's  Individual Account(s) value as
                     of December 31, 1986. In this instance,  payments made in
                     or after the year in which the Participant attains age 70
                     1/2, but before the year in which the Participant attains
                     age 75,  will be  calculated only on  amounts contributed
                     after December 31, 1986 and any earnings after that date.
                     If age 70 1/2 was attained prior to 1988, the Participant
                     must be retired in order to qualify for this exception.
                     The method under  this rule is elected by the Participant
                     and will  not apply if  the Participant has  received any
                     distribution from his or her Individual Account(s), other
                     than  distribution  amounts required  under  Code minimum
                     distribution rules.
                     Aetna  will maintain separate  records if the Participant
                     has not requested any  withdrawals from the Participant's
                     Individual Account(s) since December 31, 1986.
                  d) Life  Expectancy Factor:  For the  Participant, the  life
                     expectancy  factor is  either single  life or  joint life
                     expectancy as elected by the Participant, based on tables
                     in Code  Section 401(a)(9) or related  regulations. For a
                     spouse Beneficiary,  only  a single  life  expectancy  is
                     available. Life  expectancy factors will  be recalculated
                     each year, unless prohibited by the Code or regulations.
                     The joint life  expectancy factor  will be  based on  the
                     joint  life expectancy of the Participant  and his or her
                     Beneficiary  provided such individual  is the Beneficiary
                     of  any death benefits under the Contract while ECO is in
                     effect.  Any change in  the Beneficiary designation under
                     this  Contract by  the Participant,  must be  immediately
                     communicated  to Aetna  so that  subsequent distributions
                     can be calculated as required by IRS regulations.
                     If joint  life expectancy is elected  and the Participant
                     or spouse dies, payments will be  based on the survivor's
                     life expectancy. If the Beneficiary is not the spouse and
                     the Beneficiary  dies  first, the  joint life  expectancy
                     continues to be used to determine payments.
                     If a single life  expectancy is elected, at the  death of
                     the  Participant (or  the  spouse who  is the  designated
                     Beneficiary  electing ECO after the Participant's death),
                     the entire  value must be  distributed no later  than the
                     December  31  of  the  year following  the  year  of  the
                     Participant's  (or  spouse's)  death.  If  a  joint  life
                     expectancy  is  elected,  and both  the  Participant  and
                     spouse  have died,  any remaining  Current Value  must be
                     distributed no  later than  the December  31 of the  year

            <PAGE> 36                 36
<PAGE>

                     following the year of  the second death. If a  joint life
                     expectancy  is  elected  and  both  the  Participant  and
                     non-spouse  Beneficiary have died,  any remaining Current
                     Value will be distributed  to a successor Beneficiary, if
                     one has been  named, then  to the estate  of the last  to
                     die.
                     These calculations may be  changed as necessary to comply
                     with Code minimum distribution rules. Any mode of payment
                     elected   upon  the  Participant's   death  must  provide
                     payments to be  made at  least as rapidly  as those  made
                     prior to the Participant's death.
                  e) Minimum  Current  Value:  At  its discretion,  Aetna  may
                     require a  minimum initial Current Value  for election of
                     this option. If after election of this option the Current
                     Value is  insufficient to  make a scheduled  ECO payment,
                     Aetna  will   distribute  the  entire   balance  of   the
                     Individual Account(s).
                  f) Distribution  Date:  The  Participant  shall  specify  an
                     annual distribution date. The  earliest date is the first
                     day of the calendar  year in which he or  she attains age
                     70 1/2. For  a spouse Beneficiary electing ECO  after the
                     Participant's death, the earliest date is the date of the
                     Participant's death.  The first distribution  date may be
                     the 15th  of any month,  or such other date  as Aetna may
                     designate or allow. Subsequent distributions will be made
                     on the anniversary of that date. At its option, Aetna may
                     allow payments to be made more frequently than annually.









                  g) Election and Revocation: The Participant may elect ECO by
                     submitting  a  completed  and  signed  election  form  to
                     Aetna's Home Office. Once ECO is elected, the Participant
                     may revoke it by submitting a written request to Aetna at
                     its  Home  Office.  Any  revocation will  apply  only  to
                     amounts  not yet paid. ECO  may be elected  only once per
                     Individual  Account.  For  Plans subject  to  ERISA,  see
                     Section VI.

4.03        Systematic Withdrawal Option:

                  a) With the Systematic Withdrawal  Option (SWO) a portion of
                     the  Individual Account(s) Current Value is automatically
                     distributed each year without incurring a Withdrawal Fee.
                     A  SWO  payment  will  be calculated  on  the  Individual
                     Account(s) Current Value. Each  payment will be withdrawn
                     from the Individual Account(s)  in the same proportion as
                     assets are held  in the  Funds, the GA  Account, and  the
                     Fixed Plus Account on  the date the payment is  made. SWO
                     payments  may not  be  elected if  a loan  is outstanding
                     under an Individual Account.
                  b) Payments under SWO will  comply with the incidental death
                     benefit test set forth in Code Section 401(a)(9).



            <PAGE> 37                 37
<PAGE>






                  c) Distribution Amounts:  The Participant  may elect  one of
                     the   three  payment   methods  described   below.  These
                     calculations may  be changed as necessary  to comply with
                     the  Code  minimum  distribution  rules.  If  joint  life
                     expectancy is elected, the  Beneficiary under SWO must be
                     the same as the Beneficiary of any death benefits.
                     1) Specified  Payment:  Payments of  a  designated annual
                        dollar amount.  The annual  amount may not  be greater
                        than  the percentage of  the Current Value  at time of
                        election as shown on  Contract Schedule I. This amount
                        will   remain  constant  unless  a  higher  amount  is
                        required  under Code minimum  distribution rules. Each
                        year that  the specified  payment is in  effect, Aetna
                        will  calculate the  minimum required  distribution by
                        dividing the Individual Account(s) Current Value as of
                        December 31 of the year prior to the payment year by a
                        life expectancy factor, and  distribute this amount if
                        it is larger than the specified payment.
                     2) Specified Period:  Payments are made over  a period of
                        time.  The number  of years  selected may not  be less
                        than the number of years shown on Contract Schedule I,
                        unless otherwise required by Code minimum distribution
                        rules. The maximum specified period will be limited by
                        the life expectancy factor.  The amount paid each year
                        is  calculated by  dividing the  Individual Account(s)
                        Current Value as of  December 31 of the prior  year by
                        the number of payment years remaining.
                     3) Specified  Percentage:  Payments made  as  a specified
                        percentage  of the  Individual Account.  The specified
                        percentage chosen  cannot be greater than  as shown on
                        Contract Schedule  I. The  Participant may  change the
                        specified  percentage elected  every six  months. Each
                        annual  distribution is determined  by multiplying the
                        Individual  Account  Current Value  by  the percentage
                        chosen. The  value to be  used in this  calculation is
                        the value on the  December 31st prior to the  year for
                        which  the payment  is being  made. For  payments made
                        more often  than annually,  the annual  payment result
                        (calculated   above)  is  divided  by  the  number  of
                        payments  due each  year. Payments  will be  made each
                        year until the  year the Participant attains age    70
                        1/2.







                  d) Life  Expectancy Factor:  For the  Participant, the  life
                     expectancy factor  for the initial  distribution year  is
                     either single life or joint life expectancy as elected by

            <PAGE> 38                 38
<PAGE>






                     the Participant, based on  tables in Section 401(a)(9) of
                     the   Code  or   related   regulations.  For   a   spouse
                     Beneficiary, only a single  life expectancy is available.
                     With each  subsequent year,  the  life expectancy  factor
                     will  be  the  life  expectancy factor  for  the  initial
                     distribution year, reduced by one. These calculations may
                     be  changed as necessary to  comply with the Code minimum
                     distribution  rules.  If  the joint  life  expectancy  is
                     selected and  the Participant or the  Beneficiary dies on
                     or  after   the  required  beginning  date   for  minimum
                     distributions   to  the   Participant,  the   joint  life
                     expectancy factor will continue to  be reduced by one for
                     each distribution year. Payments will continue unless the
                     survivor  elects an alternate  payment mode.  Any payment
                     mode elected by the  Beneficiary must provide payments to
                     be  made at least  as rapidly as those  made prior to the
                     Participant's death.

                     If  the  Participant dies  before the  required beginning
                     date for minimum distributions,  SWO payments will  cease
                     and  the  Beneficiary  may  claim the  death  benefit  in
                     accordance  with  the  terms  of this  Contract.  If  the
                     Beneficiary is  not the Participant's  spouse, the entire
                     death benefit must be either applied to an Annuity option
                     within one  (1) year  of the  Participant's death, or  be
                     paid within five (5) years of the Participant's death. If
                     the   Beneficiary  is   the  Participant's   spouse,  the
                     distribution is  not required to begin  earlier than when
                     the Participant would have attained age 70 1/2.

                     If joint  life expectancy is elected  and the Beneficiary
                     dies before  the  required  beginning  date  for  minimum
                     distributions   to  the  Participant,   payments  to  the
                     Participant  will  continue to  be  based  on joint  life
                     expectancy reduced by one for each distribution year.
                  e) Minimum  Current  Value:  At its  discretion,  Aetna  may
                     require a  minimum initial Current Value  for election of
                     this  option.  If  after  election of  this  option,  the
                     Current  Value is  insufficient to  make a  scheduled SWO
                     payment, Aetna will distribute  the entire balance of the
                     Individual Account.
                  f) Distribution Date: The Participant or spouse Beneficiary,
                     shall specify the initial distribution date. The earliest
                     date  is the first day of  the calendar year in which the
                     Participant attains age 59 1/2,  or age 55, if  separated
                     from service with the Contract Holder at or after age 55.
                     SWO   payments   will   be   made   monthly,   quarterly,
                     semi-annually or  annually on the  15th of any  month, or
                     such  other  date as  Aetna  may designate  or  allow. If
                     payments  are made  more  frequently  than annually,  the
                     annual  amount payable each year is divided by the number


            <PAGE> 39                 39
<PAGE>






                     of  payments due  per year. At  its discretion  Aetna may
                     require a minimum initial payment amount.

                  g) Election and Revocation: The Participant may elect SWO by
                     submitting  a  completed  and  signed  election  form  to
                     Aetna's Home Office. Once SWO is elected, the Participant
                     may revoke it  by submitting a written request to Aetna's
                     Home Office.  Any revocation  will apply only  to amounts
                     not  yet paid. Generally,  SWO may be  elected only once,
                     however, if SWO  is elected and  then revoked before  the
                     date  distributions  were required  to  begin under  Code
                     Section  401(a)(9), SWO  may be  elected on  behalf of  a
                     spouse Beneficiary  after the  death of the  Participant.
                     For Plans subject to ERISA, see Section VI.







































            <PAGE> 40                 40
<PAGE>


V.          ANNUITY PROVISIONS
______________________________________________________________________________
5.01        Choices: 
                  a) The Participant  may elect  an Annuity option  by telling
                     Aetna  to  pay  all  or  any  portion of  the  Individual
                     Account(s)  Current Value  (minus any  applicable premium
                     tax  if not  previously  deducted) as  a  premium for  an
                     Annuity  under option 2, 3, or 4 (See 5.08). Any election
                     of  an  Annuity  option  must  comply  with  the  minimum
                     distribution  requirements  of  Code  Section  401(a)(9),
                     including  the  incidental death  benefit  rule,  and the
                     regulations thereunder. This  restriction does not  apply
                     if option 4  is chosen  and the second  Annuitant is  the
                     spouse of the Participant. Payments  may be made only  to
                     the Participant,  or if the Participant has  died, to the
                     Beneficiary. For Plans subject to ERISA, see Section VI.
                  b) Generally,  the first  Annuity  payment must  be made  by
                     April  1 of the calendar year following the year in which
                     the  Participant turns age 70  1/2 or such  later date as
                     may  be allowed  under  federal law  or regulations  (see
                     3.12).  For  distributions  taken  in  a  lump  sum,  see
                     Withdrawal Value (3.14).

                     When  an Annuity  option is  chosen the  Participant must
                     designate whether  the Annuity will be  fixed or variable
                     and whether the underlying investment will be:

                     1) The General Account; 
                     2) One or more of the available Fund(s); or 
                     3) A combination of (1) and (2).

                     If a Fixed Annuity is  chosen, the Annuity purchase  rate
                     for  the  option chosen  reflects  at  least the  minimum
                     guaranteed interest rate (See Contract Schedule  II), but
                     may reflect a higher interest rate.

                     If  a Variable  Annuity  is chosen,  the initial  Annuity
                     payment for the option chosen reflects the assumed annual
                     net return rate elected (See Contract Schedule II).

                  c) Payments will  be  made on  a  monthly basis  unless  the
                     Participant requests otherwise.
                  d) Once  elected,  an Annuity  option  may  not be  revoked,
                     except for option 2 when elected on a variable basis.

5.02        Terms of Annuity Options:

                  a) No choice of any  Annuity option may be made if the first
                     payment would be less  than $20 or if the  total payments
                     in a year would be less than $100.
                  b) For purposes of calculating  the guaranteed first payment
                     of  a Variable  Annuity  or  the  payments  for  a  Fixed
                     Annuity, the Annuitant's and second  Annuitant's adjusted
                     age will be used.  The Annuitant's and second Annuitant's
                     adjusted age is his or her age as of the birthday closest
                     to  the Annuity commencement date reduced by one year for
                     Annuity commencement dates occurring during the period of
                     time from  July 1,  1992 through  December 31,  1999. The
                     Annuitant's and second Annuitant's age will be reduced by


            <PAGE> 41                 41
<PAGE>

                     two years for Annuity commencement dates occurring during
                     the period of time from January 1, 2000  through December
                     31, 2009. The Annuitant's and second Annuitant's age will
                     be   reduced   by  one   additional   year  for   Annuity
                     commencement dates occurring in each succeeding decade.
                     The  Annuity rates  for  options 3  and  4 are  based  on
                     mortality from 1983 Table a.
                  c) Assumed annual  net return rate is the interest rate used
                     to  determine the  amount  of the  first Annuity  payment
                     under a Variable Annuity.  The Separate Account must earn
                     this rate plus enough to cover the mortality  and expense
                     risks   charges   (which   may   include    profit)   and
                     administrative   charges   if  future   Variable  Annuity
                     payments are to remain level.
















































            <PAGE> 42                 42
<PAGE>







5.03        Annuity Payments to Participant:
                  In  no event may any  payments to the  Participant under any
                  Annuity option extend beyond:
                  a)    The life of the Participant;
                  b)    The lives of the Participant and the Beneficiary;
                  c)    A  period certain greater  than the Participant's life
                        expectancy according to regulations under Code Section
                        401(a)(9), determined  as of the date  payments are to
                        commence; or
                  d)    A period certain greater than the life expectancies of
                        the  Participant  and  the  Beneficiary  according  to
                        regulations under Code Section 401(a)(9) determined as
                        of the date payments are to begin.
5.04        Death Provision:
                  When  an Annuitant dies under  options 3 and  4, the present
                  value of any  remaining guaranteed payments will  be paid in
                  one  sum  to  the  Beneficiary  or  upon   election  of  the
                  Beneficiary,  any  remaining payments  will continue  to the
                  Beneficiary. If a Beneficiary  dies while receiving  Annuity
                  payments, the  present value of any  remaining payments will
                  be paid in  one lump  sum to the  Beneficiary's estate.  The
                  interest rate used to determine the present value for a lump
                  sum payment will  be the  rate used to  determine the  first
                  Annuity payment.
                  In no event  may any  payments to the  Beneficiary under  an
                  Annuity option extend beyond:
                  a)    The life of the Beneficiary determined as of the  date
                        payments are to commence; or
                  b)    Any certain period greater than the Beneficiary's life
                        expectancy  as  determined by  regulations  under Code
                        Section  401(a)(9)  as of  the  date  payments are  to
                        begin.
                  However, if a Beneficiary dies while under option 1 or while
                  receiving  Annuity  payments,  the  present  value   of  any
                  remaining  payments  will be  paid in  one  lump sum  to the
                  estate  of  the  Beneficiary.  The  interest  rate  used  to
                  determine the  first payment will  be used to  calculate the
                  present value.
5.05        Fund Annuity Units:
                  The number of Fund(s)  Annuity units is based on  the amount
                  of the first Variable Annuity payment which is equal to:
                  a)    The  portion  of  the   Current  Value  including  any
                        applicable MVA  (see 3.08) or premium  tax, applied to
                        pay a Variable Annuity; divided by 
                  b)    1,000; multiplied by 
                  c)    The payment rate for the option chosen.
                  Such amount,  or portion,  of the  variable payment  will be
                  divided by  the appropriate Fund(s) Annuity  unit value (See
                  5.06) on the tenth  Valuation Period before the due  date of
                  the first  payment  to determine  the  number of  each  Fund
                  Annuity units. The number of each Fund Annuity units remains

            <PAGE> 43                 43
<PAGE>






                  fixed.  Each future  payment  is equal  to  the sum  of  the
                  products of each Fund  Annuity unit value multiplied by  the
                  appropriate number of units. The  Fund Annuity unit value on
                  the  tenth Valuation  Period prior  to the  due date  of the
                  payment is used.
5.06        Fund Annuity Unit Value:
                  For any Valuation  Period, a Fund(s)  Annuity unit value  is
equal to:
                  a)    The value for the previous Period; multiplied by 
                  b)    The Annuity  net return  factor(s) (See 5.07)  for the
                        Period; multiplied by 
                  c)    A factor to reflect the assumed annual net return rate
                        (See Contract Schedule II).
                  The dollar value of a Fund Annuity unit and Annuity payments
                  may go up or down due to investment gain or loss.

                  Payments  shall  not  be  changed  due  to  changes  in  the
                  mortality or expense results or administrative charges.
5.07        Fund Annuity Net Return Factor:
                  The Annuity  net return  factor(s) is  used  to compute  all
                  Separate Account Annuity payments for any Fund.

                  The Annuity net return  factor(s) for each Fund is  equal to
                  1.0000000 plus the net return Rate.

                  The net return rate is equal to:
                  a)    The  value of  the  shares of  the  Fund held  by  the
                        Separate  Account at  the end  of a  Valuation Period;
                        minus
                  b)    The  value of  the  shares of  the  Fund held  by  the
                        Separate Account at the start of the Valuation Period;
                        plus or minus
                  c)    Taxes (or reserves for  taxes) on the Separate Account
                        (if any);
                  d)    Divided by the total value of the Fund(s) record units
                        and Fund(s)  Annuity units of the  Separate Account at
                        the start of the Valuation Period; minus
                  e)    Minus a daily charge for Annuity mortality and expense
                        risks,   which  may   include  profit,  and   a  daily
                        administrative charge (at the  annual rate as shown on
                        Contract Schedule II).
                  A net return rate may be more or less than 0%.

                  The value of a share of the Fund is equal to  the net assets
                  of the Fund divided by the number of shares outstanding.
5.08        Annuity Options:
                  The Participant may direct  Aetna to make payments according
                  to one of the following options, subject to Section VI. 
                  Option 1 -- Payments of  Interest on Sum Left with Aetna  --
                  This option may  be used  only by the  Beneficiary when  the
                  Participant dies before Aetna has started paying an Annuity.
                  A  portion or  all of the  sum paid  upon death  may be held

            <PAGE> 44                 44
<PAGE>






                  under this option and will be held in the General Account of
                  Aetna at interest. The Beneficiary, may later tell Aetna to:
                  a)    Pay a portion or all of the sum held by Aetna; or 
                  b)    Apply a portion or all of the sum held by Aetna to any
                        Annuity option below.

                  If  the Beneficiary is  the Participant's  surviving spouse,
                  the lump-sum payment  may be  deferred to a  date not  later
                  than when the Participant would have attained age 70 1/2.

                  If  the Beneficiary  is not  a spouse, the  Beneficiary must
                  tell Aetna  to pay  the full sum  within 5  years after  the
                  death of the Participant.
                  Option  2 --  Payments for  a Stated  Period of  Time  -- An
                  Annuity will be  paid for  the number of  years chosen  (See
                  Contract Schedule II).

                  If  payments  for  this  option are  made  under  a Variable
                  Annuity, the present value of any remaining payments may  be
                  withdrawn at any time. If a withdrawal is requested prior to
                  the minimum  number of years specified  on Contract Schedule
                  II,  it will be subject to any Withdrawal Fee, if applicable
                  (See Contract Schedule I).
                  Option 3 -- Life Income  -- An Annuity will be paid  for the
                  life of the Annuitant. Aetna may also guarantee payments for
                  60,   120,  180,  or  240  months  if  so  directed  by  the
                  Participant.
                  Option  4 --  Life  Income  Based  Upon  the  Lives  of  Two
                  Annuitants  -- An Annuity will  be paid during  the lives of
                  the Annuitant and a second Annuitant. Payments will continue
                  until both Annuitants have died. When this option is chosen,
                  a choice of the following must be made:

                  a)    100% of the payment to continue after the first death;

                  b)    66  2/3% of the  payment to  continue after  the first
                        death; 
                  c)    50% of the payment to continue after the first death; 
                  d)    Payments for a minimum of 120 months, with 100% of the
                        payment to continue after the first death; or 
                  e)    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.

                  Other Options -- Aetna may  make other options available  as
                  allowed by the laws of  the state in which this  Contract is
                  delivered.


VI.         QUALIFIED JOINT AND SURVIVOR AND PRERETIREMENT SURVIVOR ANNUITIES
______________________________________________________________________________


            <PAGE> 45                 45
<PAGE>






6.01        ERISA Requirements:

                  Notwithstanding  any other  provision  of the  Plan or  this
                  Contract, if the Plan is subject to ERISA:
                  a)    The  Individual  Account(s)  Adjusted   Current  Value
                        available  for distribution  shall  be  payable  to  a
                        married Participant in the  form of a "Qualified Joint
                        and Survivor Annuity," in  accordance with Section 205
                        of ERISA, if the Participant  does not die before  the
                        commencement   of   retirement  benefit   payments.  A
                        Qualified Joint  and Survivor  Annuity  is an  Annuity
                        payable  for the  joint lives  of the  Participant and
                        spouse  with  50% of  the payment  to continue  to the
                        surviving spouse after the Participant's death.
                  b)    The Individual Account(s) Adjusted Current Value shall
                        be  payable  to  the  surviving spouse  of  a  married
                        Participant in the form  of a "Qualified Preretirement
                        Survivor Annuity," in  accordance with Section  205 of
                        ERISA, if the Participant dies before the commencement
                        of   retirement   benefit   payments.    A   Qualified
                        Preretirement  Survivor Annuity is  an Annuity payable
                        for  the  life of  the surviving  spouse which  can be
                        purchased  by  50%  of  the  Participant's  Individual
                        Account(s) Adjusted Current Value. 

6.02        Waiver and Spousal Consent:

                  a)    The Participant  may  waive the  Qualified  Joint  and
                        Survivor  Annuity  and/or the  Qualified Preretirement
                        Survivor Annuity,  in accordance with  Section 205  of
                        ERISA,    and have  benefits paid  in some  other form
                        permitted by the Contract subject, however, to written
                        spousal consent, made  in accordance with Section  205
                        of ERISA.
                  b)    Pursuant   to  Section  205   of  ERISA,  for  married
                        Participants, the spouse must  give written consent to
                        the  use of  the  Individual Account(s)  Current Value
                        available  for distribution  as  security  for a  loan
                        under the Contract.














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            <PAGE> 47                 47
<PAGE>






                                   OPTION 2

                     Payments for a Stated Period of Time

                Amount of First Monthly Payment for Each $1,000
                After Deduction of any Charge for Premium Taxes

        Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.0%


                Years    Guaranteed    Monthly    Quarterly    Semi-Annual
                            Rate       Payment     Payment     AnnualPayment
                                                              Payment
                  5         3.00%       $17.91      $53.59    $106.78$211.99
                  6         3.00%        15.14       45.30      90.27 179.22
                  7         3.00%        13.16       39.39      78.49 155.83
                  8         3.00%        11.68       34.96      69.66 138.31
                  9         3.00%        10.53       31.52      62.81 124.69
                 10         3.00%         9.61       28.77      57.33 113.82
                 11         3.00%         8.86       26.52      52.85 104.93
                 12         3.00%         8.24       24.65      49.13  97.54
                 13         3.00%         7.71       23.08      45.98  91.29
                 14         3.00%         7.26       21.73      43.29  85.95
                 15         3.00%         6.87       20.56      40.96  81.33
                 16         3.00%         6.53       19.54      38.93  77.29
                 17         3.00%         6.23       18.64      37.14  73.74
                 18         3.00%         5.96       17.84      35.56  70.59
                 19         3.00%         5.73       17.13      34.14  67.78
                 20         3.00%         5.51       16.50      32.87  65.26
                 21         3.00%         5.32       15.92      31.72  62.98
                 22         3.00%         5.15       15.40      30.68  60.92
                 23         3.00%         4.99       14.92      29.74  59.04
                 24         3.00%         4.84       14.49      28.88  57.33
                 25         3.00%         4.71       14.09      28.08  55.76
                 26         3.00%         4.59       13.73      27.36  54.31
                 27         3.00%         4.47       13.39      26.68  52.97
                 28         3.00%         4.37       13.08      26.06  51.74
                 29         3.00%         4.27       12.79      25.49  50.60
                 30         3.00%         4.18       12.52      24.95  49.53














            <PAGE> 48                 48
<PAGE>






                                   OPTION 2

                     Payments for a Stated Period of Time

                Amount of First Monthly Payment for Each $1,000
                After Deduction of any Charge for Premium Taxes

       Rates for a Variable Annuity with Assumed Net Return Rate of 3.5%

                Years      Monthly    Quarterly     Semi-      Annual
                           Payment     Payment      Annual    Payment
                                                   Payment

                  5        $18.12       $54.19     $107.92    $213.99
                  6         15.35        45.92       91.44     181.32
                  7         13.38        40.01       79.69     158.01
                  8         11.90        35.59       70.88     140.56
                  9         10.75        32.16       64.05     127.00
                 10          9.83        29.42       58.59     116.18
                 11          9.09        27.18       54.13     107.34
                 12          8.46        25.32       50.42      99.98
                 13          7.94        23.75       47.29      93.78
                 14          7.49        22.40       44.62      88.47
                 15          7.10        21.24       42.31      83.89
                 16          6.76        20.23       40.29      79.89
                 17          6.47        19.34       38.51      76.37
                 18          6.20        18.55       36.94      73.25
                 19          5.97        17.85       35.54      70.47
                 20          5.75        17.22       34.28      67.98
                 21          5.56        16.65       33.15      65.74
                 22          5.39        16.13       32.13      63.70
                 23          5.24        15.66       31.19      61.85
                 24          5.09        15.24       30.34      60.17
                 25          4.96        14.85       29.56      58.62
                 26          4.84        14.49       28.85      57.20
                 27          4.73        14.15       28.19      55.90
                 28          4.63        13.85       27.58      54.69
                 29          4.53        13.57       27.02      53.57
                 30          4.45        13.30       26.49      52.53














            <PAGE> 49                 49
<PAGE>






                                   OPTION 2

                     Payments for a Stated Period of Time

                Amount of First Monthly Payment for Each $1,000
                After Deduction of any Charge for Premium Taxes

    Rates for a Variable Annuity with Assumed Net Return Rate Rate of 5.0%

                Years      Monthly    Quarterly     Semi-      Annual
                           Payment     Payment      Annual    Payment
                                                   Payment

                  5        $18.74       $56.00     $111.33    $219.98
                  6         15.99        47.77       94.96     187.64
                  7         14.02        41.90       83.30     164.59
                  8         12.56        37.52       74.58     147.35
                  9         11.42        34.11       67.81     133.99
                 10         10.51        31.40       62.42     123.34
                 11          9.77        29.19       58.03     114.66
                 12          9.16        27.36       54.38     107.45
                 13          8.64        25.81       51.31     101.39
                 14          8.20        24.50       48.69      96.21
                 15          7.82        23.36       46.44      91.75
                 16          7.49        22.37       44.47      87.88
                 17          7.20        21.51       42.75      84.48
                 18          6.94        20.74       41.23      81.47
                 19          6.71        20.06       39.88      78.80
                 20          6.51        19.46       38.68      76.42
                 21          6.33        18.91       37.59      74.28
                 22          6.17        18.42       36.62      72.35
                 23          6.02        17.98       35.73      70.61
                 24          5.88        17.57       34.93      69.02
                 25          5.76        17.20       34.20      67.57
                 26          5.65        16.87       33.53      66.25
                 27          5.54        16.56       32.92      65.04
                 28          5.45        16.28       32.35      63.93
                 29          5.36        16.01       31.83      62.90
                 30          5.28        15.77       31.35      61.95














            <PAGE> 50                 50
<PAGE>

                                   OPTION 3
                                  Life Income
                Amount of First Monthly Payment for Each $1,000
                After Deduction of any Charge for Premium Taxes
        Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.0%
               Payments Guaranteed for a Stated Period of Months

              Adjusted      None          60         120        180240
               Age of
              Annuitant
                 50         $4.05       $4.05       $4.03      $3.99$3.93
                 51          4.12        4.11        4.09       4.05 3.99
                 52          4.19        4.19        4.16       4.11 4.04
                 53          4.27        4.26        4.23       4.18 4.10
                 54          4.35        4.34        4.31       4.25 4.16

                 55          4.44        4.42        4.39       4.32 4.22
                 56          4.53        4.51        4.47       4.40 4.29
                 57          4.62        4.61        4.56       4.48 4.35
                 58          4.72        4.71        4.65       4.56 4.42
                 59          4.83        4.81        4.75       4.64 4.49

                 60          4.95        4.93        4.86       4.73 4.55
                 61          5.07        5.05        5.97       4.83 4.62
                 62          5.20        5.17        5.08       4.92 4.69
                 63          5.34        5.31        5.20       5.02 4.76
                 64          5.49        5.45        5.33       5.12 4.83

                 65          5.65        5.61        5.47       5.22 4.89
                 66          5.82        5.77        5.61       5.33 4.96
                 67          6.01        5.94        5.75       5.44 5.02
                 68          6.20        6.13        5.91       5.54 5.08
                 69          6.41        6.33        6.07       5.65 5.14

                 70          6.64        6.54        6.23       5.76 5.19
                 71          6.88        6.76        6.41       5.86 5.24
                 72          7.14        7.00        6.59       5.97 5.28
                 73          7.43        7.26        6.77       6.06 5.32
                 74          7.73        7.53        6.96       6.16 5.35

                 75          8.06        7.82        7.14       6.25 5.38
  Rates are based on mortality from 1983 Table a. The rates do not differ by
                                     sex.
   Rates for ages not shown will be provided on request and will be computed
           on a basis consistent with the rates in the above tables.

















            <PAGE> 51                 51
<PAGE>

                                   OPTION 3
                                  Life Income
                Amount of First Monthly Payment for Each $1,000
                After Deduction of any Charge for Premium Taxes
       Rates for a Variable Annuity with Assumed Net Return Rate of 3.5%
               Payments Guaranteed for a Stated Period of Months

              Adjusted      None          60         120        180240
               Age of
              Annuitant
                 50         $4.34       $4.34       $4.31      $4.27$4.22
                 51          4.41        4.40        4.38       4.33 4.27
                 52          4.48        4.47        4.45       4.40 4.32
                 53          4.56        4.55        4.52       4.46 4.38
                 54          4.64        4.63        4.59       4.53 4.44

                 55          4.72        4.71        4.67       4.60 4.50
                 56          4.81        4.80        4.75       4.67 4.56
                 57          4.91        4.89        4.84       4.75 4.62
                 58          5.01        4.99        4.93       4.83 4.69
                 59          5.12        5.10        5.03       4.92 4.75

                 60          5.23        5.21        5.13       5.00 4.82
                 61          5.36        5.33        5.24       5.09 4.88
                 62          5.49        5.45        5.35       5.19 4.95
                 63          5.63        5.59        5.47       5.28 5.02
                 64          5.78        5.73        5.60       5.38 5.08

                 65          5.94        5.89        5.73       5.48 5.15
                 66          6.11        6.05        5.87       5.58 5.21
                 67          6.29        6.22        6.02       5.69 5.27
                 68          6.49        6.41        6.17       5.79 5.33
                 69          6.70        6.60        6.33       5.90 5.38

                 70          6.92        6.81        6.49       6.00 5.43
                 71          7.17        7.04        6.66       6.10 5.48
                 72          7.43        7.27        6.84       6.20 5.52
                 73          7.71        7.53        7.02       6.30 5.55
                 74          8.02        7.80        7.20       6.39 5.59

                 75          8.35        8.08        7.38       6.48 5.62
  Rates are based on mortality from 1983 Table a. The rates do not differ by
                                     sex.
   Rates for ages not shown will be provided on request and will be computed
           on a basis consistent with the rates in the above tables.

















            <PAGE> 52                 52
<PAGE>

                                   OPTION 3
                                  Life Income
                Amount of First Monthly Payment for Each $1,000
                After Deduction of any Charge for Premium Taxes
       Rates for a Variable Annuity with Assumed Net Return Rate of 5.0%
               Payments Guaranteed for a Stated Period of Months

              Adjusted      None          60         120        180240
               Age of
              Annuitant
                 50         $5.26       $5.25       $5.22      $5.17$5.11
                 51          5.33        5.32        5.28       5.23 5.15
                 52          5.40        5.38        5.34       5.29 5.20
                 53          5.47        5.45        5.41       5.35 5.26
                 54          5.54        5.53        5.48       5.41 5.31

                 55          5.63        5.61        5.56       5.47 5.36
                 56          5.71        5.69        5.63       5.54 5.42
                 57          5.80        5.78        5.72       5.61 5.47
                 58          5.90        5.88        5.81       5.69 5.53
                 59          6.01        5.98        5.90       5.77 5.59

                 60          6.12        6.09        6.00       5.85 5.65
                 61          6.24        6.21        6.10       6.93 5.71
                 62          6.37        6.33        6.21       6.02 5.77
                 63          6.51        6.46        6.33       6.11 5.83
                 64          6.66        6.60        6.45       6.20 5.89

                 65          6.82        6.75        6.57       6.30 5.95
                 66          6.99        6.91        6.71       6.39 6.01
                 67          7.17        7.08        6.85       6.49 6.06
                 68          7.36        7.27        6.99       6.59 6.12
                 69          7.57        7.46        7.15       6.69 6.17

                 70          7.80        7.67        7.30       6.78 6.21
                 71          8.05        7.89        7.47       6.88 6.25
                 72          8.31        8.13        7.64       6.97 6.29
                 73          8.59        8.38        7.81       7.06 6.33
                 74          8.90        8.64        7.99       7.15 6.36

                 75          9.23        8.93        8.16       7.23 6.38
  Rates are based on mortality from 1983 Table a. The rates do not differ by
                                     sex.
   Rates for ages not shown will be provided on request and will be computed
           on a basis consistent with the rates in the above tables.

















            <PAGE> 53                 53
<PAGE>

                                   OPTION 4

                          Life Income for Two Payees

                Amount of First Monthly Payment for Each $1,000
                After Deduction of any Charge for Premium Taxes

        Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.0%

               Payments Guaranteed for a Stated Period of Months


                Adjusted Ages
            Annuitant   Second   Option   Option    Option Option    Option
                      Annuitant    4a       4b        4c     4d        4e


               55         50      $3.69   $4.05     $4.27   $3.69     $4.03
               55         55       3.88    4.25      4.47    3.87      4.14
               55         60       4.06    4.47      4.71    4.06      4.20

               60         55       3.99    4.44      4.71    3.98      4.42
               60         60       4.24    4.71      4.99    4.23      4.57
               60         65       4.49    5.01      5.32    4.48      4.64

               65         60       4.38    4.97      5.32    4.38      4.93
               65         65       4.72    5.33      5.70    4.71      5.14
               65         70       5.07    5.75      6.17    5.05      5.26

               70         65       4.93    5.68      6.15    4.91      5.66
               70         70       5.40    6.21      6.70    5.36      5.96
               70         75       5.89    6.82      7.40    5.81      6.12

               75         70       5.69    6.68      7.32    5.62      6.67
               75         75       6.37    7.45      8.15    6.23      7.12
               75         80       7.07    8.34      9.16    6.78      7.36


  Rates are based on mortality from 1983 Table a. The rates do not differ by
                                     sex.
   Rates for ages not shown will be provided on request and will be computed
           on a basis consistent with the rates in the above tables.




















            <PAGE> 54                 54
<PAGE>


                                   OPTION 4

                          Life Income for Two Payees

                Amount of First Monthly Payment for Each $1,000
                After Deduction of any Charge for Premium Taxes

       Rates for a Variable Annuity with Assumed Net Return Rate of 3.5%



                Adjusted Ages
            Annuitant   Second   Option   Option    Option Option    Option
                      Annuitant    4a       4b        4c     4d        4e


               55         50      $3.97   $4.35     $4.56   $3.97     $4.31
               55         55       4.16    4.54      4.76    4.15      4.42
               55         60       4.27    4.73      5.00    4.26      4.48

               60         55       4.27    4.73      5.00    4.26      4.70
               60         60       4.51    4.99      5.27    4.50      4.84
               60         65       4.66    5.25      5.61    4.65      4.93

               65         60       4.66    5.25      5.61    4.65      5.22
               65         65       4.99    5.61      5.99    4.98      5.42
               65         70       5.19    5.97      6.44    5.17      5.54

               70         65       5.19    5.97      6.44    5.17      5.93
               70         70       5.67    6.49      6.99    5.62      6.23
               70         75       5.95    6.96      7.61    5.87      6.40

               75         70       5.95    6.96      7.61    5.87      6.95
               75         75       6.64    7.73      8.43    6.48      7.40
               75         80       7.04    8.39      9.29    6.79      7.64



  Rates are based on mortality from 1983 Table a. The rates do not differ by
                                     sex.
   Rates for ages not shown will be provided on request and will be computed
           on a basis consistent with the rates in the above tables.



















            <PAGE> 55                 55
<PAGE>


                                   OPTION 4

                          Life Income for Two Payees

                Amount of First Monthly Payment for Each $1,000
                After Deduction of any Charge for Premium Taxes

       Rates for a Variable Annuity with Assumed Net Return Rate of 5.0%



                Adjusted Ages
            Annuitant   Second   Option   Option    Option Option    Option
                      Annuitant    4a       4b        4c     4d        4e


               55         50      $4.88   $5.26     $5.48   $4.88     $5.23
               55         55       5.04    5.44      5.66    5.04      5.32
               55         60       5.15    5.63      5.91    5.14      5.38

               60         55       5.15    5.63      5.91    5.14      5.59
               60         60       5.37    5.87      6.16    5.37      5.72
               60         65       5.52    6.14      6.51    5.51      5.80

               65         60       5.52    6.14      6.51    5.51      6.10
               65         65       5.83    6.49      6.87    5.82      6.29
               65         70       6.04    6.84      7.34    6.00      6.41

               70         65       6.04    6.84      7.34    6.00      6.81
               70         70       6.49    7.35      7.87    6.44      7.08
               70         75       6.77    7.84      8.51    6.68      7.25

               75         70       6.77    7.84      8.51    6.68      7.81
               75         75       7.45    8.60      9.33    7.27      8.25
               75         80       7.86    9.28     10.20    7.57      8.49



  Rates are based on mortality from 1983 Table a. The rates do not differ by
                                     sex.
   Rates for ages not shown will be provided on request and will be computed
           on a basis consistent with the rates in the above tables.



















            <PAGE> 56                 56
<PAGE>































































            <PAGE> 57                 57
<PAGE>

                   Aetna Life Insurance and Annuity Company

                          TRANSFER CREDIT ENDORSEMENT


The Contract is hereby endorsed as follows:

Add  the  following  statement  to  the  end  of  Section  3.02  entitled  Net
Contribution(s):

Transferred Assets are the value of  prior contributions into an existing Plan
which are  deposited into this Contract as of the  date the amount is received
in  good order  by Aetna. Transferred  Assets, less  any premium  tax, will be
allocated  to Participant  Individual Accounts  in amounts  authorized by  the
Participant. 

Where Aetna is the exclusive 403(b) Plan provider, Aetna will apply a Transfer
Credit  equal to [2%]  of Transferred Assets  deposited into  the Contract and
allocated  to Individual Accounts. The Transfer Credit amount is calculated as
of the one  year anniversary of a Participant's first  Net Contribution to the
Contract. The  calculation for any Transfer Credit amount will be based on the
total amount of Transferred Assets remaining  in Individual Accounts as of the
calculation date.

The Transfer  Credit amount will be  allocated to the Fixed  Plus Account. The
amount will  include the  Transfer Credit  plus any interest  that would  have
accrued had the Transfer  Credit actually been deposited  into the Fixed  Plus
Account  on the  first  business  day of  the  calendar  month following  it's
calculation.

Transfer  Credit will not be  applied to assets  transferred into the Contract
from existing Aetna Contracts.  Only Net Contributions not previously  held by
Aetna Life Insurance and Annuity Company are eligible for Transfer Credit.

Endorsed  and made  a  part of  the  Contract on  the  effective  date of  the
Contract.


























            <PAGE> 58                 58
<PAGE>


                     This page intentionally  left blank 




























































            <PAGE> 59                 59
<PAGE>


                      This page intentionally  left blank




























































            <PAGE> 60                 60
<PAGE>



                                 [Aetna Logo]

                   Aetna Life Insurance and Annuity Company
                      Home Office: 151 Farmington Avenue
                         Hartford, Connecticut  06156
                                (800) 525-4225

                      Group Combination Annuity Contract
                               Nonparticipating









ALL PAYMENTS  AND VALUES  PROVIDED BY THE  CONTRACT, WHEN BASED  ON INVESTMENT
EXPERIENCE OF  A SEPARATE ACCOUNT, ARE  VARIABLE AND ARE NOT  GUARANTEED AS TO
FIXED  DOLLAR  AMOUNT.   THIS  CONTRACT  CONTAINS  A  MARKET VALUE  ADJUSTMENT
FORMULA. APPLICATION  OF A MARKET  VALUE ADJUSTMENT  MAY RESULT  IN EITHER  AN
INCREASE OR  DECREASE  IN THE  CURRENT  VALUE.   THE  MARKET VALUE  ADJUSTMENT
FORMULA DOES NOT APPLY TO A GUARANTEED TERM AT THE TIME OF ITS MATURITY.




































            <PAGE> 61                 61
<PAGE>









Exhibit 99-B.4.4




















































<PAGE> 1
<PAGE>






[Aetna Logo]      Aetna Life Insurance and Annuity Company 
                  Home Office: 151 Farmington Ave
                  Hartford, CT 06156
                  (800) 525-4225


Aetna  Life Insurance  and  Annuity Company  (Aetna)  agrees to  pay  benefits
according to the terms and conditions set forth in this Certificate.

______________________________________________________________________________

Certificate of Group Annuity Coverage

Aetna certifies that an account is established for you under the Group Annuity
ontract and Certificate numbers shown below.

This certificate describes Group Annuity Contract Provisions.  It replaces any
and  all prior  certificates or  endorsements issued to  you under  the stated
Contract  and Certificate numbers.   This Certificate is  for information only
and is not a part of the Contract.

______________________________________________________________________________

Right to Cancel

The Certificate Holder may cancel this Certificate within 10 days of receiving
it  by returning this Certificate along with  a written notice to Aetna at the
above address or to the agent from whom it  was purchased. Within 7 days after
it  receives the  notice  of cancellation  and  this Certificate  at  its Home
Office, Aetna will return the entire  consideration paid plus any increase  or
minus any decrease in the current value of any funds allocated to the Separate
Account.

Signed at the Home Office on the
Effective Date.


                  /s/                                       /s/


               President                                 Secretary


Contract Holder                                 Group Annuity Contract Number
SPECIMEN                                        SPECIMEN


Certificate Holder                              Certificate Number
SPECIMEN                                        SPECIMEN

Annuitant Name                                  Type of Plan
SPECIMEN                                        SPECIMEN

<PAGE> 2
<PAGE>








ALL PAYMENTS AND  VALUES PROVIDED  BY THE CONTRACT,  WHEN BASED ON  INVESTMENT
EXPERIENCE OF  A SEPARATE ACCOUNT, ARE  VARIABLE AND ARE NOT  GUARANTEED AS TO
FIXED  DOLLAR AMOUNT.   THIS  CERTIFICATE CONTAINS  A MARKET  VALUE ADJUSTMENT
FORMULA.  APPLICATION OF  A MARKET VALUE  ADJUSTMENT MAY  RESULT IN  EITHER AN
INCREASE  OR DECREASE  IN  THE CURRENT  VALUE.   THE  MARKET  VALUE ADJUSTMENT
FORMULA DOES NOT APPLY TO A GUARANTEED TERM AT THE TIME OF ITS MATURITY.


Specifications
______________________________________________________________________________
Guaranteed        There  is a  guaranteed interest  rate  for Contributions(s)
held
Interest Rate     in the Fixed Plus  Account and the GA Account  (see Contract
                  Schedule I).
______________________________________________________________________________
Deductions from   There will be deductions for mortality and expense risks and
the Separate      administrative fees (see 3.07 and 5.07).
Account
______________________________________________________________________________
Deductions from   Contribution(s)  are  subject  to a  deduction  for  premium
taxes,
Contribution(s)   if any (see 3.02).

______________________________________________________________________________
Withdrawal Fee    There may be a charge deducted upon withdrawal (see Contract
                  Schedule I).

























<PAGE> 3
<PAGE>






Table of Contents 

Separate Account  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  7
      Separate Account: . . . . . . . . . . . . . . . . . . . . . . . . . .  7
      Charges to Separate Account:  . . . . . . . . . . . . . . . . . . . .  7

Fixed Plus Account  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  7
      Minimum Guaranteed Interest Rate: . . . . . . . . . . . . . . . . . .  7
      Partial Withdrawal: . . . . . . . . . . . . . . . . . . . . . . . . .  7
      Full Withdrawal:  . . . . . . . . . . . . . . . . . . . . . . . . . .  7

Guaranteed Accumulation Account (GA Account)  . . . . . . . . . . . . . . .  8
      Minimum Guaranteed Interest Rate: . . . . . . . . . . . . . . . . . .  8

Separate Account and GA Account . . . . . . . . . . . . . . . . . . . . . .  8
      Withdrawal Fee: . . . . . . . . . . . . . . . . . . . . . . . . . . .  8

Separate Account, GA Account and Fixed Plus Account . . . . . . . . . . . .  9
      Transfers:  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  9
      Maintenance Fee:  . . . . . . . . . . . . . . . . . . . . . . . . . .  9
      Systematic Withdrawal Option (SWO): . . . . . . . . . . . . . . . . .  9
      Loan Interest Rate: . . . . . . . . . . . . . . . . . . . . . . . . .  9

Separate Account  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
      Charges to Separate Account:  . . . . . . . . . . . . . . . . . . . . 11
      Variable Annuity Assumed Annual Net Return Rate:  . . . . . . . . . . 11
      Annuity Option 2: . . . . . . . . . . . . . . . . . . . . . . . . . . 11

Fixed Annuity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
      Minimum Guaranteed Interest Rate: . . . . . . . . . . . . . . . . . . 11

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
      1.01 Accumulation Period: . . . . . . . . . . . . . . . . . . . . . . 13
      1.02 Adjusted Current Value:  . . . . . . . . . . . . . . . . . . . . 13
      1.03 Annuitant: . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
      1.04 Annuity: . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
      1.05 Beneficiary: . . . . . . . . . . . . . . . . . . . . . . . . . . 13
      1.06 Code:  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
      1.07 Contract Holder: . . . . . . . . . . . . . . . . . . . . . . . . 13
      1.08 Contribution:  . . . . . . . . . . . . . . . . . . . . . . . . . 13
      1.09 Current Value: . . . . . . . . . . . . . . . . . . . . . . . . . 13
      1.10 Deposit Period:  . . . . . . . . . . . . . . . . . . . . . . . . 14
      1.11 Fixed Plus Account:  . . . . . . . . . . . . . . . . . . . . . . 14
      1.12 Fixed Plus Account Guaranteed Interest Rate: . . . . . . . . . . 14
      1.13 Fixed Annuity: . . . . . . . . . . . . . . . . . . . . . . . . . 14
      1.14 Fund(s): . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
      1.15 General Account: . . . . . . . . . . . . . . . . . . . . . . . . 14
      1.16 Guaranteed Accumulation Account (GA Account):  . . . . . . . . . 14
      1.17 GA Account Guaranteed Interest Rate: . . . . . . . . . . . . . . 14
      1.18 Guaranteed Term (Term):  . . . . . . . . . . . . . . . . . . . . 14
      1.19 Individual Account(s): . . . . . . . . . . . . . . . . . . . . . 15
      1.20 Loan Account:  . . . . . . . . . . . . . . . . . . . . . . . . . 15

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      1.21 Loan Effective Date: . . . . . . . . . . . . . . . . . . . . . . 15
      1.22 Loan Interest Rate:  . . . . . . . . . . . . . . . . . . . . . . 15
      1.23 Maintenance Fee: . . . . . . . . . . . . . . . . . . . . . . . . 15
      1.24 Market Value Adjustment (MVA): . . . . . . . . . . . . . . . . . 15
      1.25 Matured Term Value:  . . . . . . . . . . . . . . . . . . . . . . 15
      1.26 Matured Term Value Transfer: . . . . . . . . . . . . . . . . . . 15
      1.27 Maturity Date: . . . . . . . . . . . . . . . . . . . . . . . . . 15



      1.28 Monthly Average Corporates:  . . . . . . . . . . . . . . . . . . 16
      1.29 Net Contribution:  . . . . . . . . . . . . . . . . . . . . . . . 16
      1.30 Nonunitized Separate Account:  . . . . . . . . . . . . . . . . . 16
      1.31 Participant: . . . . . . . . . . . . . . . . . . . . . . . . . . 16
      1.32 Plan:  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
      1.33 Reinvestment:  . . . . . . . . . . . . . . . . . . . . . . . . . 16
      1.34 Separate Account:  . . . . . . . . . . . . . . . . . . . . . . . 16
      1.35 Transfer:  . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
      1.36 Transferred Assets:  . . . . . . . . . . . . . . . . . . . . . . 17
      1.37 Valuation Period:  . . . . . . . . . . . . . . . . . . . . . . . 17
      1.38 Variable Annuity:  . . . . . . . . . . . . . . . . . . . . . . . 17
      1.39 Withdrawal Fee:  . . . . . . . . . . . . . . . . . . . . . . . . 17

II. GENERAL PROVISIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . 17
      2.01 Change of Contract:  . . . . . . . . . . . . . . . . . . . . . . 17
      2.02 Change of Fund:  . . . . . . . . . . . . . . . . . . . . . . . . 17
      2.03 Nonparticipating Contract: . . . . . . . . . . . . . . . . . . . 17
      2.04 Payments:  . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
      2.05 State Laws:  . . . . . . . . . . . . . . . . . . . . . . . . . . 18
      2.06 Control of Contract: . . . . . . . . . . . . . . . . . . . . . . 18
      2.07 Designation of Beneficiary:  . . . . . . . . . . . . . . . . . . 19
      2.08 Misstatements and Adjustments: . . . . . . . . . . . . . . . . . 19
      2.09 Incontestability:  . . . . . . . . . . . . . . . . . . . . . . . 19
      2.10 Grace Period:  . . . . . . . . . . . . . . . . . . . . . . . . . 19
      2.11 Individual Certificates: . . . . . . . . . . . . . . . . . . . . 19
      2.12 Aggregation of Contracts:  . . . . . . . . . . . . . . . . . . . 19

III. CONTRIBUTIONS, CURRENT VALUE, AND WITHDRAWAL PROVISIONS  . . . . . . . 19
      3.01 Individual Account(s): . . . . . . . . . . . . . . . . . . . . . 19
      3.02 Net Contribution(s): . . . . . . . . . . . . . . . . . . . . . . 20
      3.03 Limitation on Contributions: . . . . . . . . . . . . . . . . . . 20
      3.04 Experience Credits:  . . . . . . . . . . . . . . . . . . . . . . 20
      3.05 Fund Record Units: . . . . . . . . . . . . . . . . . . . . . . . 20
      3.06 Fund Record Unit Value:  . . . . . . . . . . . . . . . . . . . . 20
      3.07 Fund Net Return Factors: . . . . . . . . . . . . . . . . . . . . 20
      3.08 Market Value Adjustment (MVA): . . . . . . . . . . . . . . . . . 21
      3.09 Transfer(s): . . . . . . . . . . . . . . . . . . . . . . . . . . 22
      3.10 Notice to the Participant: . . . . . . . . . . . . . . . . . . . 22
      3.11 Loans: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
      3.12 Manner and Timing of Distributions:  . . . . . . . . . . . . . . 24
      3.13 Withdrawal:  . . . . . . . . . . . . . . . . . . . . . . . . . . 25
      3.14 Withdrawal Value:  . . . . . . . . . . . . . . . . . . . . . . . 25

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      3.15 Withdrawal Restrictions: . . . . . . . . . . . . . . . . . . . . 25
      3.16 Withdrawals from the GA Account: . . . . . . . . . . . . . . . . 26
      3.17 Withdrawal Fee Applicable to Funds and GA Account: . . . . . . . 26
      3.18 Payment of Fixed Plus Account Full Withdrawal: . . . . . . . . . 26
      3.19 Reinstatement: . . . . . . . . . . . . . . . . . . . . . . . . . 27
      3.20 Payment of Minimum Current Value:  . . . . . . . . . . . . . . . 27
      3.21 Amount Payable at Death (Before Annuity Payments Start): . . . . 27

IV. NON-ANNUITY DISTRIBUTION OPTIONS  . . . . . . . . . . . . . . . . . . . 27
      4.01 Distribution Options:  . . . . . . . . . . . . . . . . . . . . . 27
      4.02 Estate Conservation Option:  . . . . . . . . . . . . . . . . . . 27
      4.03 Systematic Withdrawal Option:  . . . . . . . . . . . . . . . . . 29

V. ANNUITY PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
      5.01 Choices: . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
      5.02 Terms of Annuity Options:  . . . . . . . . . . . . . . . . . . . 31
      5.03 Annuity Payments to Participant: . . . . . . . . . . . . . . . . 31




































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      5.04 Death Provision: . . . . . . . . . . . . . . . . . . . . . . . . 31
      5.05 Fund Annuity Units:  . . . . . . . . . . . . . . . . . . . . . . 31
      5.06 Fund Annuity Unit Value: . . . . . . . . . . . . . . . . . . . . 32
      5.07 Fund Annuity Net Return Factor:  . . . . . . . . . . . . . . . . 32
      5.08 Annuity Options: . . . . . . . . . . . . . . . . . . . . . . . . 32

VI. QUALIFIED JOINT AND SURVIVOR AND PRERETIREMENT SURVIVOR
 ANNUITIES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
      6.01 ERISA Requirements:  . . . . . . . . . . . . . . . . . . . . . . 33
      6.02 Waiver and Spousal Consent:  . . . . . . . . . . . . . . . . . . 33











































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                              Contract Schedule I
                                   Level [A]
                              Accumulation Period
Separate Account
______________________________________________________________________________

Separate Account:

      Variable Annuity Account C

Charges to Separate Account:

      A  daily charge  is  deducted  from any  portion  of the  Current  Value
      allocated to the Separate Account. The charge is determined by the value
      of  total assets  held  by Aetna  under this  Contract  and other  Aetna
      contracts of the same class, on each anniversary  date of this Contract.
      The daily charge for Annuity mortality  and expense risk and profit (M &
      E) will be adjusted (up or down) no less often than  annually to reflect
      changes in  the Current  Value of  all Plan  accounts.  The charge  will
      include a daily administrative  charge which will not exceed  [0.25%] on
      an annual basis.

            Total Assets            M & E             Administrative Charge
                            (annual effective rate)   (annual effective rate)
            __________________________________________________________________

                  Less than $500,000      1.25%                         0.25%
                500,000 -  1,000,000      1.25%                         0.25%
              1,000,001 -  5,000,000      1.25%                         0.25%
              5,000,001 - 15,000,000      1.25%                         0.25%
            Greater than  15,000,000      1.25%                         0.25%

            Initial  Charges will be based on Aetna's estimated year end asset
level for the Contract Holder.

Fixed Plus Account
______________________________________________________________________________

Minimum Guaranteed Interest Rate:

            [3%] (effective annual rate of return).

            Beginning on the [tenth]  anniversary of the effective date  of an
            Individual  Account, Aetna  will credit  amounts with  an interest
            rate  that is  at  least [0.25%]  higher  than the  then  declared
            interest   rate  for   Individual  Accounts  before   the  [tenth]
            anniversary.

Partial Withdrawal:

            The [20%] annual limit applicable to a partial withdrawal from the
            Fixed Plus Account will be waived when the withdrawal is:

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            a)    Due to  the Participant's death (within [six  (6)] months of
                  the  Participant's date  of  death), before  Annuity benefit
                  payments begin; or
            b)    Used to purchase Annuity benefits.

Full Withdrawal:

            The Payment of  Fixed Plus Account Full  Withdrawal provision will
            be waived when the withdrawal is:
            a)    Due to the Participant's death before Annuity payments begin
                  and request  for payment is  received within six  (6) months
                  after the Participant's date of death;
            b)    Used to purchase Annuity benefits; or

            c)    When the amount in the Fixed  Plus Account is $3,500 or less
                  and no amount  has been surrendered, transferred, taken as a
                  loan or used  to purchase Annuity benefits  during the prior
                  12 months.

Guaranteed Accumulation Account (GA Account)
______________________________________________________________________________

Minimum Guaranteed Interest Rate:

            [3%] (effective annual rate of return).

Withdrawal Fee:

            Length of Time from Individual
            Account(s) Effective Date (Years)         Withdrawal Fee
            Fewer than 5                                    5%
            5 or more, but fewer than 7                     5%
            7 or more, but fewer than 9                     5%
            9 or more, but fewer than 10                    5% 
            10 or more                                      5%

            The Withdrawal  Fee will not be  deducted from any portion  of the
            Individual Account(s) Current Value which is paid:
            -     Due to  the  Participant's  death  before  Annuity  payments
                  begin;
            -     Used to purchase Annuity benefits;
            -     Due  to the election of the Estate Conservation Option (ECO)
                  or the Systematic Withdrawal Option (SWO) (see Section IV);
            -     In  an amount equal to or  less than [10%] of the Individual
                  Account(s)  Current  Value, as  part  of  the first  partial
                  withdrawal request  in a calendar year to  a Participant who
                  is at least age 59 1/2 and less than 70 1/2.  The Individual
                  Account(s)Current  Value is  calculated as  of the  date the
                  partial  withdrawal request  is  received in  good order  at
                  Aetna's  Home  Office.    Any  outstanding  loans  from  the
                  Individual  Account(s)  are  excluded  when  calculating the
                  Individual Account(s)  Current Value.   This  provision does

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<PAGE>






                  not apply to  partial withdrawal due  to loan defaults  made
                  from the  Individual Account(s) and  does not apply  to full
                  withdrawal requests.  This provision may not be exercised if
                  SWO is elected;
            -     When the Individual Account(s)  Current Value is [$3,500] or
                  less and no  amount has been  withdrawn, taken as a  loan or
                  used  to purchase  Annuity  benefits during  the prior  [12]
                  months;
            -     To relieve  a Participant's "financial hardship,"  as may be
                  allowed for  annuity contracts  under Section 403(b)  of the
                  Code or  other applicable Internal Revenue  Service rules or
                  regulations; or
            -     On account  of a Participant's separation  from service. The
                  Participant must submit  documentation satisfactory to Aetna
                  to confirm that  the he/she is no longer  providing services
                  to the employer.
            -     The  withdrawal fee  will  never exceed  8.5%  of the  total
                  Contributions made to the Individual Account(s).



































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<PAGE>






Separate Accounts, GA Account and Fixed Plus Account
______________________________________________________________________________

Transfers:

            An  unlimited  number   of  Transfers  may  be  made   during  the
            Accumulation Period.

Maintenance Fee:

            An annual Maintenance  Fee may  be charged, as  determined by  the
            value of  total assets held   by  Aetna  under  this Contract  and
            other  Aetna contracts of the same class, on each anniversary date
            of this Contract. The Maintenance Fee may go up or down each year.
            Where applicable,  the Maintenance  Fee will be  charged for  each
            Participant in the Contract.

                      Total Assets                        Maintenance Fee
______________________________________________________________________________

                    Less than $500,000                         $25.00
                   500,000 -  1,000,000                        $25.00
                 1,000,001 -  5,000,000                        $25.00
                 5,000,001 - 15,000,000                        $25.00
   Greater than 15,000,000$25.00

            Initial  charges will be based on Aetna's estimated year end asset
            level for the Contract Holder.

Systematic Withdrawal Option (SWO):

            The  Specified Payment or Specified Percentage  may not be greater
            than [20%] of the  Individual Account's Current Value at  the time
            of election. The Specified Period may not be less than [5] years.

Loan Interest Rate:

            a)    Plans subject to Title  I of the Employee Retirement  Income
                  Security Act  of 1974 (ERISA):  A  Loan Interest Rate is set
                  on the first business day of each month.  For each loan, the
                  initial  Loan Interest Rate is equal  to the Monthly Average
                  Corporates  for  the  calendar  month  beginning two  months
                  before  the calendar month in  which the Loan Effective Date
                  occurs.  The initial  Loan Interest Rate is effective  for a
                  period of not  less than three months and  not more than one
                  year.  The period is  specified in the loan agreement.   For
                  each period, the Loan  Interest Rate is adjusted if  the new
                  rate  is at least [0.5%]  higher or lower  than the previous
                  rate. The Participant  will receive reasonable  notification
                  of any change to the Loan Interest Rate.
            b)    Plans not subject  to ERISA:  [6%] on an annual basis.


<PAGE> 12
<PAGE>






            See Section I. - DEFINITIONS for explanations. 




















































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                             Contract Schedule II
                                Annuity Period

Separate Account
______________________________________________________________________________

Charges to Separate Account:

            A daily charge at an annual  effective rate of 1.25% for mortality
            and  expense risk and profit (M &  E) is deducted from any portion
            of  the  Current  Value  allocated  to  a  Variable  Annuity.  The
            administrative charge  is established upon election  of an Annuity
            option.  This charge will not  exceed an annual  effective rate of
            [0.25%].

Variable Annuity Assumed Annual Net Return Rate:

            If a Variable Annuity is chosen, an assumed annual net return rate
            of [5.0%] may be elected. If [5.0%] is not elected, Aetna will use
            an assumed annual net return rate of [3.5%].

            The daily net return rate factor for an assumed  annual net return
            rate [3.5%] per year is [0.9999058].

            The daily net return  rate factor for an assumed annual net return
            rate [5.0%] per year is [0.9998663].

            If  the portion of a Variable Annuity  payment for any Fund is not
            to decrease,  the Annuity return factor under the Separate Account
            for that Fund must be:

            a)    [4.75%] on an  annual basis plus an  annual return of up  to
                  [0.25%]  to offset the administrative charge set at the time
                  Annuity payments  commence if  an assumed annual  net return
                  rate of [3.5%] is chosen; or
            b)    [6.25%] on an annual  basis plus an annual  return of up  to
                  [0.25%] to offset the administrative charge set at the  time
                  Annuity payments  commence, if an assumed  annual net return
                  rate of [5%] is chosen.

Annuity Option 2:

            For  amounts invested  in the  GA Account  or one  or more  of the
            Fund(s), the number  of years must be at least  [five (5)] and not
            more than [thirty (30)] and the Annuity may be a Fixed or Variable
            Annuity.

            For  amounts invested  in the  Fixed Plus  Account, the  number of
            years must be at least [five (5)] and not more  than [thirty (30)]
            and the Annuity must be a Fixed Annuity.



<PAGE> 15
<PAGE>






Fixed Annuity
______________________________________________________________________________

Minimum Guaranteed Interest Rate:

                   [3.0%] (effective annual rate of return).















































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DEFINITIONS
______________________________________________________________________________

1.01        Accumulation Period:
            The  period during  which  Net Contribution(s)  are applied  to an
            Individual Account(s).

1.02        Adjusted Current Value:
            The  Current Value  of an  Individual Account  (See 3.01)  plus or
            minus  any  aggregate  GA  Account  Market  Value  Adjustment,  if
            applicable (See 3.08).

1.03        Annuitant:
            A person  on whose  life an  Annuity payment  is based under  this
            Contract.

1.04        Annuity:
            Payment of an income under the Annuity Provisions of Section V:
            a)    For the life of one or two persons;
            b)    For a stated period; or
            c)    For some combination of (a) and (b). 

            Upon receipt of certification  from the Participant of his  or her
            total  disability,  acceptance  of retirement  or  termination  of
            employment,  the Participant  has the  right to  elect  an Annuity
            option.  Aetna   will  pay   Annuity  benefits  directly   to  the
            Participant  and   as  payor,   Aetna  will  be   responsible  for
            withholding any  applicable federal  or state taxes  and reporting
            such sums and filing  any related forms with the  Internal Revenue
            Service and/or to any applicable  state taxing authorities. In the
            event of the death  of the Participant, Aetna will  distribute the
            accumulated  balance  of  the  deceased  Participant's  Individual
            Account(s), without  a Withdrawal  Fee, as previously  directed by
            the electing Participant, or in the absence of such directions, as
            directed by the Participant's Beneficiary.

1.05        Beneficiary:
            The  person named to receive  any benefits which  remain under the
            Contract after the  Participant's death. Participants  designate a
            Beneficiary for their Individual Account(s) (See 2.07).

1.06        Code:
            The Internal Revenue Code of 1986, as amended.

1.07        Contract Holder:
            The entity,  named on  the cover  of this Contract,  to which  the
            Contract is issued.

1.08        Contribution:
            A  payment received at Aetna's  Home Office and  allocated to this
            Contract.


<PAGE> 18
<PAGE>






1.09        Current Value:
            For an Individual Account, the Current Value is the total of:
            a)    The amount, if any, in the Fixed Plus Account, with interest
                  earned to date;
            b)    The  amount, if any, in the GA Account, with interest earned
                  to date; and
            c)    The value of all Fund record units (See 3.05), if any, as of
                  the most recent Valuation Period; plus
            d)    Any amount due to experience credits; less
            e)    Any Maintenance Fee(s) due.











































<PAGE> 19
<PAGE>






1.10        Deposit Period:
            A calendar  month, a calendar quarter, or any other period of time
            specified by Aetna during which Net Contribution(s), Transfers and
            Reinvestments are accepted  into the  GA Account for  one or  more
            Terms.

1.11        Fixed Plus Account:
            An accumulation  option with  a guaranteed minimum  interest rate.
            Aetna  may  credit  a higher  rate  which  is  not guaranteed.  No
            Withdrawal Fee applies. However, the portion that may be withdrawn
            or transferred in a 12 month period is restricted  (See 3.09, 3.18
            and 3.19).

1.12        Fixed Plus Account Guaranteed Interest Rate:
            Aetna will  add interest daily at an annual rate no less than that
            shown on Contract  Schedule I  on any Net  Contribution(s) to  the
            Fixed Plus Account.  Aetna may add interest daily at a higher rate
            determined by its Board of Directors.

1.13        Fixed Annuity:
            An Annuity with payments that do not vary in amount.

1.14        Fund(s):
            The  open-end registered  management investment  companies (mutual
            funds) in which the Separate Account invests.

1.15        General Account:
            The account holding the  assets of Aetna, other than  those assets
            held  in  Aetna's  Separate Account(s)  and  Nonunitized  Separate
            Account(s).

1.16        Guaranteed Accumulation Account (GA Account):
            An accumulation option  where Aetna guarantees stipulated  rate(s)
            of interest for  a specified period of time.  All assets of Aetna,
            including  amounts  in  the  Nonunitized  Separate   Account,  are
            available to meet the guarantees for the GA Account.

1.17        GA Account Guaranteed Interest Rate:
            Aetna will declare  the interest rate(s) applicable  to a specific
            Guaranteed  Term at  the  start of  the  Deposit Period  for  that
            Guaranteed  Term. The  rate(s)  are guaranteed  by Aetna  for that
            Deposit  Period and  the ensuing  Guaranteed Term.  The Guaranteed
            Interest  Rates are annual effective  yields. That is, interest is
            credited daily at a rate that will produce the Guaranteed Interest
            Rate over the  period of a year. No  Guaranteed Interest Rate will
            ever  be less than the  Minimum Guaranteed Interest  Rate shown on
            Contract Schedule I.

            For  Guaranteed Terms of one year or less, one Guaranteed Interest
            Rate  is  credited  for  the  full  Guaranteed  Term.  For  longer
            Guaranteed Terms, an initial  Guaranteed Interest Rate is credited
            from  the date of deposit to the  end of a specified period within

<PAGE> 20
<PAGE>






            the Guaranteed  Term. There  may be different  Guaranteed Interest
            Rate(s)   declared  for   subsequent   specified  time   intervals
            throughout the Guaranteed Term.

1.18        Guaranteed Term (Term):
            The  period  of time  for which  GA  Account Guaranteed  Rates are
            guaranteed on Net Contributions, Transfers and  Reinvestments made
            into  a current  Deposit Period  for the  GA Account.  Such period
            begins on  the day following the  close of the Deposit  Period and
            ends on the designated Maturity Date. Guaranteed Terms are offered
            at  Aetna's discretion for various  lengths of time  ranging up to
            and including ten years and are classified as follows:









































<PAGE> 21
<PAGE>






            Short Term: Three (3) or fewer years. Amounts allocated to a short
            Term are held in the General Account.

            Long Term: More than three (3) years, but not more  than ten (10).
            Amounts  allocated  to a  long Term  are  held in  the Nonunitized
            Separate Account.

            During  a Deposit Period, Aetna  may make available  any number of
            Guaranteed Terms.  The Participant may  allocate Net Contributions
            and Transfers into any or all of the available Guaranteed Terms.

1.19        Individual Account(s):
            The account(s) established for  each Participant to keep  a record
            of Current Value and transactions (See 3.01).

1.20        Loan Account:
            For  each loan taken by a Participant, the loan amount transferred
            from the investment options is credited to the Loan Account.

1.21        Loan Effective Date:
            The date on which Aetna receives a loan agreement in good order at
            its Home Office.

1.22        Loan Interest Rate:
            The interest rate Aetna  charges on a loan (see  Contract Schedule
            I).

1.23        Maintenance Fee:
            The  Maintenance  Fee will  be  deducted  during the  Accumulation
            Period  from  the  sum  of  the  Current  Value  of  Participant's
            Individual Account(s) and upon full surrender of the Participant's
            Individual Account(s), unless  otherwise directed by  the Contract
            Holder. The Maintenance  Fee for Individual Account(s) will  be as
            established  for   the  Contract  on  Contract   Schedule  I.  The
            Maintenance  Fee  is  deducted  on  a  pro  rata  basis  from  all
            investment  options   used   under  a   Participant's   Individual
            Account(s). However, the  Maintenance Fee does  not apply to  each
            separate Individual Account established for purposes of a lump sum
            Contribution.

1.24        Market Value Adjustment (MVA):
            An adjustment  to the amount prematurely  withdrawn or Transferred
            from  a  GA Account  Guaranteed  Term  prior to  the  end  of that
            Guaranteed Term. The  adjustment reflects the change  in the value
            of the investment due to changes in interest rates since the  date
            of deposit  and is computed using  the formula given  in 3.08. The
            adjustment  is expressed  as  a percentage  of  each dollar  being
            withdrawn.

1.25        Matured Term Value:
            The  amount payable  on a  GA  Account Guaranteed  Term's Maturity
            Date.

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<PAGE>






1.26        Matured Term Value Transfer:
            During the  calendar month following  a GA Account  Maturity Date,
            the  Participant may  notify  Aetna's Home  Office  in writing  to
            Transfer or withdraw  all or part of the Matured  Term Value, plus
            interest at the new Guaranteed Interest Rate accrued thereon, from
            the GA Account without an MVA. This provision only applies  to the
            first such  written request  received from the  Participant during
            this period for any Matured Term Value.

1.27        Maturity Date:
            The last day of a GA Account Guaranteed Term.










































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<PAGE>






1.28        Monthly Average Corporates:
            Moody's  Corporate Bond  Yield Average-Monthly  Average Corporates
            published   by Moody's Investors  Service, or its  successor, or a
            substantially  similar  average  as  may  be  allowed  by  law  or
            regulation.

1.29        Net Contribution:
             A Contribution less any applicable premium taxes.

1.30        Nonunitized Separate Account:
            An  account established  by  Aetna under  Section  38a-433 of  the
            Connecticut  General Statutes  that  holds assets  for GA  Account
            Terms    greater  than three  years.  The  Contract Holder  and/or
            Participant does  not participate in  the investment gain  or loss
            from the  assets held  in the Nonunitized  Separate Account.  Such
            gain  or loss is  borne entirely by Aetna.  Assets in this account
            may be charged  with liabilities  arising out of  any other  Aetna
            business.

1.31        Participant:
            A person who participates in the Plan of the Contract Holder named
            on the cover of this Contract.

1.32        Plan:
            The Plan, named on  the cover of this Contract,  established under
            Code Section  403(b). The Plan is  not a part of  the Contract and
            Aetna is not bound by its terms.

1.33        Reinvestment:
            Aetna will mail a notice to  the Participant at least 18  calendar
            days before a  Guaranteed Term's Maturity  Date. This notice  will
            contain  the Terms  available during  the current  Deposit Periods
            with their Guaranteed Interest  Rate(s) and projected Matured Term
            Value. If no specific direction is given by the Participant, prior
            to the Maturity Date,  each Matured Term Value will  be reinvested
            in the current Deposit  Period for a Guaranteed  Term of the  same
            duration.  If  a   Guaranteed  Term  of   the  same  duration   is
            unavailable,  each  Matured  Term   Value  will  automatically  be
            reinvested in  the current  Deposit Period  for the  next shortest
            Guaranteed  Term  available  in  the same  classification.  If  no
            shorter Guaranteed  Term is available, the  next longer Guaranteed
            Term will be used. Aetna will mail a confirmation statement to the
            Participant,  the next business day  after the Maturity Date. This
            notice  will state  the  Guaranteed Term  and Guaranteed  Interest
            Rate(s) which will apply to the reinvested Matured Term Value.

1.34        Separate Account:
            An  account, established  by Aetna  under Section  38a-433 of  the
            Connecticut General Statutes,  that buys and  holds shares of  the
            Fund(s) available  under this  Contract. Income, gains  or losses,
            realized or  unrealized are  credited or charged  to the  Separate
            Account  without regard to other income, gains or losses of Aetna.

<PAGE> 24
<PAGE>






            Aetna owns  the assets held in  the Separate Account and  is not a
            trustee of such amounts.  Amounts in the Separate Account  are not
            generally guaranteed and are  held at market value. The  assets of
            the Separate Account, to the extent of reserves and other contract
            liabilities of  the Account, cannot  be charged  with other  Aetna
            liabilities arising out of any other Aetna business.

1.35        Transfer:
            The movement of invested amounts among the  available Fund(s), the
            Fixed Plus  Account and  the  GA Account  during the  Accumulation
            Period.










































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<PAGE>






1.36        Transferred Assets:
            Transferred  Assets  are the  value  of  prior contributions  with
            another carrier  into an  existing Plan  which are  deposited into
            this Contract as of the date the amount is received  in good order
            by  Aetna.   Transferred  Assets, less  any  premium tax,  will be
            allocated to Participant Individual Account(s).

1.37        Valuation Period:
            The period of time commencing at the end of one valuation date and
            ending at the end of the next valuation date. A  valuation date is
            each day  on which the New  York Stock Exchange is  expected to be
            open for business.

1.38        Variable Annuity:
            An Annuity with payments that vary with the net investment results
            of the Funds available during the Annuity period.

1.39        Withdrawal Fee:
            If  all  or  any portion  of  an  Individual  Account(s) Value  is
            withdrawn  during the  Accumulation  Period, a  percentage of  the
            amount withdrawn may  be deducted  so that the  Aetna may  recover
            sales and administrative related expenses.


II.         GENERAL PROVISIONS
______________________________________________________________________________
2.01        Change of Contract:
            Only an  authorized officer of Aetna may  change the terms of this
            Contract. Aetna reserves the right to modify this Contract to meet
            the  requirements   of  applicable  state  and   federal  laws  or
            regulations. Aetna will notify the Contract Holder and Participant
            in writing of any changes.

            Aetna  may change the tables for determining the amount of Annuity
            benefit  payments without Contract  Holder or Participant consent.
            Such a change will not become effective earlier than twelve months
            after (1) the effective date of the Contract, or (2) the effective
            date of a previous  change. Aetna will notify the  Contract Holder
            and  Participant in writing at  least thirty (30)  days before the
            effective date of the change. The change will apply to all current
            and future Individual Accounts.

2.02        Change of Fund:
            Aetna, or the Separate Account may:
            a)    Change the  Fund(s) in  which the Separate  Account invests;
                  and/or
            b)    Replace  the shares  of  any Fund(s)  held  in the  Separate
                  Account with shares of any other Fund(s).

            Replacements must be:
            a)    Approved by  a majority  vote in the  Separate Account  with
                  respect to the Fund(s) whose shares are to be replaced; or

<PAGE> 26
<PAGE>






            b)    Deemed necessary  by Aetna under the  Investment Company Act
                  of 1940; or
            c)    Deemed necessary by  Aetna to accomplish the  purpose of the
                  Separate Account.

            Aetna  will notify the Contract Holder and Participant of any such
change.

2.03        Nonparticipating Contract:
            The Contract Holder, Participants,  or Beneficiaries will not have
            a right to share in the earnings of Aetna.










































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<PAGE>






2.04        Payments:
            a)    Aetna   will  make   distributions   as  directed   by   the
                  Participant.  Aetna will  determine the  amount of  payments
                  based on the Individual  Account(s) Current Value as  of the
                  date on which a request is received in good order at Aetna's
                  Home  Office subject  to the  restrictions in  Section 3.15.
                  Payments  will be  made within  seven (7)  calendar  days of
                  receipt of a written  request in good order at  Aetna's Home
                  Office.

            For Plans subject to ERISA, see Section VI.
            a)    Aetna may defer payments: 
                  1)    For  a  period of  up to  six  (6) months  (unless not
                        allowed by state law); and 
                  2)    As allowed by federal law.

2.05        State Laws:

            This  Contract complies with the laws of  the state in which it is
            delivered. Any cash,  death or  Annuity payments are  equal to  or
            greater  than the minimum required  by such laws.   Annuity tables
            for legal reserve  valuation shall  be as required  by state  law.
            Such tables may be different from Annuity tables used to determine
            Annuity payments.

2.06        Control of Contract:
            This is a Contract between  the Contract Holder and Aetna only  to
            satisfy the  "purchase" requirements  of Section 403(b)(1)  of the
            Internal Revenue Code of 1986, as amended. The Contract Holder has
            no right, title or interest in the amounts held under the Contract
            either by reason of  remitting Contributions or applying  for this
            Contract. 

            Each  Participant shall  own  all  amounts  held  in  his  or  her
            Individual  Account(s).  The  Participant  may  make  any  choices
            allowed under  this Contract with respect  to Individual Accounts.
            Any choices made  under this  Contract must be  in writing.  Until
            receipt of any such written  choice at its Home Office, Aetna  may
            rely  on  any prior  choices made.  Neither  the Contract  nor any
            Individual  Account  is subject  to  the  claims of  Participants'
            creditors, except to the extent permitted by law.

            Distributions will be made from the Individual Account(s) upon the
            Participant's  written   direction  to  Aetna,   subject  to   the
            restrictions in Section 3.15 and  Section VI. The Participant  may
            direct  Aetna to  make  an  in-service  transfer pursuant  to  IRS
            Revenue Ruling 90-24. Checks for in-service transfers will be made
            payable only to the acquiring investment provider.

            a)    Nontransferable and Nonassignable:
                  This   Contract   and   any   Individual    Account(s)   are
                  nontransferable and  nonassignable, except  to Aetna  in the

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<PAGE>






                  event  of  a  loan  or  pursuant  to  a  "qualified domestic
                  relations order"  as set  forth under the  Retirement Equity
                  Act of 1984  (REA). In  the event a  loan is requested,  the
                  Current  Value  of the  Individual  Account(s) necessary  to
                  cover  the loan  amount  plus interest  must be  assigned to
                  Aetna.

            b)    ERISA/REA Requirements:
                  The  Contract Holder shall notify  Aetna in   writing of the
                  applicability  of  ERISA,  as   amended  by  subsequent  law
                  including REA, to the Plan. Aetna shall rely on the Contract
                  Holder's determination and representation  of applicability.
                  For Plans subject to ERISA, see Section VI.








































<PAGE> 29
<PAGE>






c)          Participant Rights:
            The Participant  has a nonforfeitable right to the value of his or
            her Individual Account(s) pursuant to Code Section 403(b).

2.07        Designation of Beneficiary:
            Each Participant shall name a Beneficiary.

            An unmarried Participant may designate a Beneficiary of his or her
            entire Individual Account(s) Current Value if it is accompanied by
            a consent form which certifies that he or she is unmarried. 

            In accordance with Section 6.01(b), for a married Participant, the
            spouse must be the Beneficiary of 50% of his Individual Account(s)
            Current Value. Provided, however,  if the Participant has attained
            age 35, he or she may  designate an alternate Beneficiary for such
            amount if  the appropriate waiver/spousal  consent form, completed
            in a manner consistent with Section 6.02, is submitted to Aetna.

            For the  balance of  the  Individual Account(s)  Current Value,  a
            married  Participant may  name any  Beneficiary  without obtaining
            spousal consent. 

            Upon  the death of a married Participant, Aetna will disregard the
            designated  Beneficiary   and  treat  the  current  spouse as  the
            Beneficiary,  subject to  the  terms of  any applicable  qualified
            domestic relations order, if the current spouse did not consent to
            the designation of an alternate Beneficiary.

2.08        Misstatements and Adjustments:
            If Aetna finds the age  of any payee to be misstated,  the correct
            facts will be used to adjust payments.

2.09        Incontestability:
            Aetna cannot cancel this Contract because of any error of fact  on
            the application.

2.10        Grace Period:
            This  Contract will remain in effect even if Contributions are not
            continued except as provided in Section 3.21.

2.11        Individual Certificates:
            Aetna  shall   issue  certificates  to  the   Contract  Holder  or
            Participants  as required by the  state in which  this Contract is
            delivered. The  certificate will summarize  certain provisions  of
            the  Contract. Certificates are for information only and are not a
            part of the Contract.

2.12        Aggregation of Contracts:
            The charges to the Separate Account  and Maintenance Fee described
            in Contract Schedule  I vary  by the Current  Value of  Individual
            Account(s).   In  determining   such  Current   Value,  Individual
            Account(s) of the following contracts will be aggregated:

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<PAGE>






            a)    This Contract, and
            b)    Aetna contracts  of the same class as this Contract covering
                  employees of the employer maintaining the Plan.

            For purposes of determining the daily asset charge and Maintenance
            Fee under this   Contract,  where such other  contract comes  into
            existence after the Effective  Date, the aggregation will commence
            no later than  the first  day of the  next succeeding  anniversary
            date. Where  such other contract is  in existence prior to,  or on
            the Effective Date, the aggregation will commence on the Effective
            Date.










































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<PAGE>






III.        CONTRIBUTIONS, CURRENT VALUE, AND WITHDRAWAL PROVISIONS
______________________________________________________________________________

3.01        Individual Account(s):
            Aetna will maintain  Individual Account(s)  for Participants.  The
            Individual    Account(s)   will   be    credited   with   employee
            Contributions.   Ongoing  employer   Contributions  will   not  be
            accepted.

            Aetna reserves the right not to accept any Contribution.

3.02        Net Contribution(s):
            The  Net  Contribution equals  the  actual  Contribution less  any
            applicable premium  tax. Generally, Aetna will  deduct the premium
            tax  when Annuity benefits are purchased (See Section V). If Aetna
            determines  that under applicable state law, it must pay a premium
            tax when the  Contribution is received,  or at any other  time, it
            may  deduct the tax at  that time. The  Net Contribution(s) may be
            allocated among the following investment options:
            a)    The Fixed Plus Account; and
            b)    The current Deposit Period(s) for Guaranteed Terms under the
                  GA Account; and
            c)    The Fund(s) in which the Separate Account invests.

            The  Participant  must  tell  Aetna  the  percentage  of  all  Net
            Contributions  to  allocate  to  one or  more  of  the  investment
            options. The Participant may change  the allocation of future  Net
            Contributions  at any  time,  without charge.  Aetna reserves  the
            right  to require  a  minimum Contribution  amount per  Individual
            Account.

3.03        Limitation on Contributions:
            The Contribution(s) made to a  Participant's Individual Account(s)
            in  any year  cannot exceed  the lesser  of the  amount determined
            under the  exclusion allowance  of Code  Section 403(b)(2)  or the
            annual additions limitation of Code Section 415(c)(1).

            In addition, in no  event may the Contribution(s) attributable  to
            elective deferrals as defined in Code Section 402(g) exceed $9,500
            (or,  such larger  amount  as adjusted  by  the Secretary  of  the
            Treasury)  during   any  calendar   year,  unless  the   alternate
            limitation of Code Section 402(g)(8) applies.

3.04        Experience Credits:
            Aetna may apply experience credits  under this Contract. Any  such
            credits will be computed as decided by Aetna.

3.05        Fund Record Units:
            The  portion of the Net Contribution(s) applied to each Fund under
            the  Separate Account  will  determine the  number of  Fund record
            units  credited to the  Individual Account(s) for  that Fund. This
            number  is equal  to  the Net  Contribution  applied to  the  Fund

<PAGE> 32
<PAGE>






            divided by the Fund record unit value (See 3.06) for the Valuation
            Period in which the Contribution is received in good order.

3.06        Fund Record Unit Value:
            A Fund record unit value is computed by multiplying the net return
            factor (See 3.07)  for the  current Valuation Period  by the  Fund
            record unit value for  the previous period. The dollar  value of a
            Fund record  unit, Separate  Account assets, and  Variable Annuity
            payments may go up or down due to investment gain or loss.












































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<PAGE>






3.07        Fund Net Return Factors:
            The  net return factor(s) are used to compute all Separate Account
            record units  for any Fund. The net return factor for each Fund is
            equal to 1.0000000 plus the net return rate. 

            The net return rate is equal to:
            a)    The value  of the shares  of the Fund  held by the  Separate
                  Account at the end of a Valuation Period; minus
            b)    The value  of the shares  of the  Fund held by  the Separate
                  Account at the start of the Valuation Period; plus or minus
            c)    Taxes (or  reserves for taxes)  on the Separate  Account (if
                  any); 
            d)    Divided by the total value of the Fund record units and Fund
                  Annuity  units of the Separate  Account at the  start of the
                  Valuation Period; 
            e)    Minus a Separate  Account charge at an annual effective rate
                  as shown  on Contract Schedule  I for Annuity  mortality and
                  expense risks  and profit and a  daily administrative charge
                  which will not exceed the amount shown on Contract  Schedule
                  I  on an  annual  basis. The  administrative  charge may  be
                  changed annually except for amounts  which have been used to
                  purchase an Annuity.
                  A net return rate may be more or less than 0%.

            The value of a share of the Fund is equal to the net assets of the
            Fund divided by the number of shares outstanding.

3.08        Market Value Adjustment (MVA):
            a)    An MVA will be  applied to any withdrawal from  a GA Account
                  Term before the Maturity Date due to:
                  1)    A Transfer; 
                  2)    A full or partial withdrawal; 
                  3)    A payment of a premium for Annuity Option 2.

            The amount  of the withdrawal will  be adjusted to  a market value
            amount as described in b):
            b)    Market value adjusted  amounts will be  equal to the  amount
                  withdrawn multiplied by the following ratio:

                                                x
                                            -------
                                              365
                                    (1 + i)
                                    -----------------------
                                                x
                                            -------
                                              365
                                    (1 + j)
            Where:
            i  is the Deposit Period Yield 
            j  is the Current Yield 


<PAGE> 34
<PAGE>






            x  is the  number of days  remaining, (computed from Wednesday  of
            the week of withdrawal) in the Term.

            c)    The  Deposit   Period  Yield  and  Current   Yield  will  be
                  determined as follows:
                  1)    At the close of the last business day of each  week of
                        the Deposit Period,  a yield will  be computed as  the
                        average of  the yields  on that  day of  U.S. Treasury
                        Notes  which mature in  the last  three months  of the
                        Term.
                  2)    The  Deposit  Period Yield  is  the  average of  those
                        yields for  the Deposit Period. If  withdrawal is made
                        prior  to the close of  the Deposit Period,  it is the
                        average  of  those  yields  on  each   week  preceding
                        withdrawal.

                  3)    The  Current Yield is the average of the yields on the
                        last business day of  the week preceding withdrawal on
                        the same  U.S. Treasury Notes included  in the Deposit
                        Period Yield.
                  4)    In the event that no  U.S. Treasury Notes which mature
                        in  the  last three  months of  the Term  exist, Aetna
                        reserves the right to use the U.S. Treasury Notes that
                        mature in a following quarter.
            d)    Full and partial withdrawals as well as Transfers made
                  1)    within six (6) months  after the Participant's date of
                        death under the Amount Payable at Death provision (See
                        3.22) will be the greater of:
                        (a)   The aggregate MVA amount which is the sum of all
                              market value adjusted amounts calculated  due to
                              a  withdrawal  of  amounts  (for  withdrawal  or
                              Transfer) from  Terms prior to the  end of those
                              Terms. The aggregate MVA may  be either positive
                              or negative; or
                        (b)   The  applicable portion of  the Current Value in
                              the GA Account.
                  2)    After  the  six  month  period  following  death,  the
                        withdrawal  or  Transfer  will be  the  aggregate  MVA
                        amount (i.e., including all MVAs). 
            e)    The greater of  the aggregate MVA  amount or the  applicable
                  portion of the Current Value in the GA Account is applied to
                  amounts withdrawn  from  the GA  Account  for payment  of  a
                  premium under Annuity options 3 or 4.

3.09        Transfer(s):
            Before  an Annuity  option is elected,  all or any  portion of the
            Adjusted  Current  Value  of  the  Individual  Account(s)  may  be
            transferred  from any  Fund,  the Fixed  Plus  Account or  the  GA
            Account:
            a)    To any other allowable Fund; or 
            b)    To the Fixed Plus Account; or 


<PAGE> 35
<PAGE>






            c)    To  any Guaranteed Term of  the GA Account  with a different
                  classification available in the current Deposit Period.

            Transfer requests can be submitted as  a percentage or as a dollar
            amount. Aetna  may establish a  minimum transfer amount.  Within a
            Guaranteed  Term classification,  the amount  transferred  will be
            withdrawn  from  the oldest  Deposit  Period, then  from  the next
            oldest, and so on until the amount requested is satisfied.

            Amounts applied to Guaranteed  Terms of the GA Account may  not be
            transferred to the  Funds, the  Fixed Plus Account  or to  another
            Guaranteed Term during  the Deposit  Period or 90  days after  the
            close  of  the Deposit  Period  except for  Matured  Term Value(s)
            during the calendar month following the Term's Maturity Date.

            Transfers from Guaranteed Terms  of the GA Account are  subject to
            the MVA provisions of 3.08.

            During each  rolling twelve  (12) month period,  up to 20%  of the
            Current Value held in the Fixed Plus Account may be transferred to
            one or more of  the Fund(s), and/or the GA  Account's then-current
            Deposit  Period.  The  20%   limit  is  reduced  by   any  partial
            withdrawals,  loans or amounts used to  purchase an Annuity during
            the  twelve (12) month period. Aetna reserves the right to include
            amounts paid under ECO and SWO provisions for purposes of applying
            this 20% limit. This limit is waived when the balance in the Fixed
            Plus Account is $1,000 or less on the date the Transfer request is
            received in good order at Aetna's Home Office.

            The Participant may  make an unlimited number  of Transfers during
            the Accumulation Period.
3.10        Notice to the Participant:
            Each year, Aetna will notify the Participant of:
            a)    The value of any amounts held in: 
                  1)    The Fixed Plus Account, 
                  2)    The GA Account,
                  3)    The Fund(s) for the Separate Account; 
            b)    The number of any Fund record units; 
            c)    The Fund record unit value(s); 
            d)    The Loan Account balance; and 
            e)    The amount available for withdrawal.
            This information will be as of a date no more than sixty (60) days
            before the date of the notice.

3.11        Loans:
            During the Accumulation Period, loans are granted (1) as permitted
            under applicable law; (2)  subject to the terms and  conditions of
            the  loan agreement;  and, (3)  in accordance  with the  following
            provisions.

            a)    Amount available for loan:  The amount available for loan is
                  limited to the  Participant's Individual Account(s)  Current

<PAGE> 36
<PAGE>






                  Value.   Amounts available from some  investment options may
                  be subject  to limitations specified in  the loan agreement.
                  To obtain  the loan amount requested,  these limitations may
                  require the Participant to  transfer funds.  A  Market Value
                  Adjustment may apply to amounts transferred.

            The minimum loan amount is $1,000.  The maximum loan amount is the
            lesser of:

                  1)    Fifty  percent  (50%)  of  the  Individual  Account(s)
                        Current  Value, including any Loan Account, reduced by
                        the amount of any outstanding loan balance on the Loan
                        Effective Date; or
                  2)    Fifty  thousand  dollars   ($50,000)  reduced  by  the
                        highest outstanding loan balance  for the preceding 12
                        months.

                  The amount of all outstanding loans cannot exceed $50,000.

            b)    Loan Interest Rate: A Loan Interest Rate is set on the first
                  business day of each month.  For each loan, the initial Loan
                  Interest  Rate is the rate  for the calendar  month in which
                  the  Loan Effective Date occurs.   The initial Loan Interest
                  Rate is effective for a period of not less than three months
                  and not more than one year.  The period is  specified in the
                  loan  agreement.  For each period, the Loan Interest Rate is
                  adjusted  if the new  rate is at least  0.5% higher or lower
                  than  the  previous  rate.  The  Participant   will  receive
                  reasonable notification  of any change to  the Loan Interest
                  Rate.  As applicable, the Loan Interest Rate is:

                  1)    Plans subject  to ERISA: equal to  the Monthly Average
                        Corporates for the calendar month beginning two months
                        before the Loan Interest Rate is effective.
                  2)    Plans  not subject to ERISA: not greater than 8% on an
                        annual basis.

            c)    Earned interest:  The Loan Account is credited with interest
                  at a rate  which is not  less than the  Loan Interest  Rate,
                  less  3%, on an annual basis.  Interest credited to the Loan
                  Account will never be less than 3%.
            d)    Loan  repayment:   Repayment  is as  set  forth in  the loan
                  agreement, or a Participant may repay a  loan in full at any
                  time.

            e)    Surrenders while a loan is outstanding:  If the  Participant
                  requests a surrender from the  Individual Account(s) Current
                  Value  while a  loan is  outstanding, one  of the  following
                  occurs:
                  1)    If  the amount  of the  Individual Account(s)  Current
                        Value  available  for  distribution  is  sufficient to
                        repay (a)  the outstanding loan balance,  plus (b) any

<PAGE> 37
<PAGE>






                        applicable Fixed Plus Account  default charge, and (c)
                        any  Withdrawal  Fee  due  on  the  outstanding   loan
                        balance, that amount, minus  the Loan Account balance,
                        is  deducted from  the  Individual  Account(s) Current
                        Value and the loan is cancelled.
                  2)    If  the amount  of the  Individual  Account(s) Current
                        Value available for distribution is not  sufficient to
                        repay the  (a) the outstanding loan  balance, plus (b)
                        any applicable Fixed Plus Account default charge,  and
                        (c)  any Withdrawal  Fee due  on the  outstanding loan
                        balance,  the  surrender   amount  cannot  exceed  the
                        Individual  Account(s)  Current  Value, including  the
                        Loan Account, reduced by  125% of the outstanding loan
                        balance.
            f)    Electing  an Annuity  option  while a  loan is  outstanding:
                  Before  all or  any portion  of the    Individual Account(s)
                  Current  Value   is  applied  to  an   Annuity  option,  the
                  Participant may  repay any outstanding loan  balance, or the
                  Individual Account(s) Current Value is adjusted as described
                  in (e).
            g)    Death of the Participant while a loan  is outstanding:  If a
                  death  benefit   claim  is   submitted  for   an  Individual
                  Account(s)   with  an   outstanding  loan,   the  Individual
                  Account(s) Current  Value, including the amount  of the Loan
                  Account, is reduced  by the amount  of the outstanding  loan
                  balance before the death benefit amount is determined.
            h)    Loan default:  If Aetna does not receive a loan payment when
                  due,  the   outstanding  loan  balance  becomes   due.    If
                  applicable,  a 5% default charge may apply to the portion in
                  excess  of 20%, if any,  of the amount  transferred from the
                  Fixed  Plus  Account.   The  defaulted  loan  is treated  as
                  follows:
                  1)    If  the  amount of  the Individual  Account(s) Current
                        Value  available for  distribution  is  sufficient  to
                        repay (a)  the outstanding loan balance,  plus (b) any
                        applicable Fixed Plus Account  default charge, and (c)
                        any  Withdrawal  Fee  due  on  the  outstanding   loan
                        balance, that amount, minus  the Loan Account balance,
                        is  deducted from  the  Individual  Account(s) Current
                        Value and the loan is cancelled.
                  2)    If  the amount  of the  Individual  Account(s) Current
                        Value available for distribution is not  sufficient to
                        repay (a)  the outstanding loan balance,  plus (b) any
                        applicable Fixed Plus Account default charge, and  (c)
                        any  Withdrawal  Fee  due   on  the  outstanding  loan
                        balance, until such  time that the  amount due can  be
                        distributed,  the  Loan   Account  continues  to  earn
                        interest, and interest is  charged on the  outstanding
                        loan balance.  At  that time, the amount  described in
                        (h)(1) is  surrendered from the  Individual Account(s)
                        Current Value and the loan is cancelled.
            i)    For Plans subject to ERISA, see Section VI.

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3.12        Manner and Timing of Distributions:
            a)    A distribution to a Participant  may be made in a  lump sum,
                  as one of the distribution  options described in Section IV,
                  or as one of the Annuity options in Section V.
            b)    Generally,  the  distribution   of  benefits  accrued  after
                  December 31, 1986,  must begin  by April 1  of the  calendar
                  year following  the calendar  year in which  the Participant
                  attains age 70 1/2. However,  for a Participant who attained
                  age  70 1/2 before January 1, 1988, the distribution of such
                  benefits must be made or must begin not later than the April
                  1  of the calendar year following the calendar year in which
                  the Participant retires.

                  The  above  does  not apply  if  the  Contract  Holder is  a
                  governmental entity or a church. For Participants of such an
                  employer,  the  distribution   of  benefits  accrued   after
                  December 31, 1986, must be made or must begin not later than
                  April  1 of the calender year following the calendar year in
                  which  the  Participant  attains  age  70  1/2  or  retires,
                  whichever occurs later.
            c)    The  required distribution must be made over the life of the
                  Participant (or the joint  lives of the Participant  and the
                  Beneficiary)  or  over  a  period  not  exceeding  the  life
                  expectancy   of  the   Participant   (or   the  joint   life
                  expectancies of the Participant and the  Beneficiary).
            d)    If the Participant does not request commencement of benefits
                  as  described  above,  Aetna  will not  be  responsible  for
                  compliance   with   the  Code   Section   401(a)(9)  minimum
                  distribution requirements  or for  any adverse tax  or other
                  consequences that may result.
            e)    For Plans subject to ERISA, see Section VI.

3.13        Withdrawal:
            a)    The Participant  may  withdraw  any portion  or  all  of  an
                  Individual Account(s) Current Value by submitting  a written
                  request  to Aetna. For  Plans subject to  ERISA, see Section
                  VI.
            b)    Except as described in  Section 3.19, unless the Participant
                  specifies  otherwise, partial  withdrawals are  satisfied by
                  withdrawing amounts on  a pro  rata basis from  each of  the
                  investment  options in  which the  Individual  Account(s) is
                  invested.
            c)    When  amounts are withdrawn from  the GA Account, amounts in
                  short  Term and  long  Term classifications  are treated  as
                  separate investment options and amounts  are taken on a  pro
                  rata   basis.  Within  a  classification,  amounts  will  be
                  withdrawn starting  with the term  still in effect  with the
                  oldest Deposit Period.

3.14        Withdrawal Value: 
            After  deduction  of the  Maintenance  Fee  (if  any), the  amount
            payable  by Aetna  upon  the  withdrawal  of  any  portion  of  an

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            Individual  Account(s) from the Fund(s) or the GA Account shall be
            reduced  by a  Withdrawal Fee,  if applicable. The  Withdrawal Fee
            will  be in accordance with  the Withdrawal Fee  table in Contract
            Schedule I.

            No  Withdrawal Fee  is deducted  from any  portion of  the Current
            Value which is paid from the Fixed Plus Account.

            For a  partial  or full  withdrawal from  any Individual  Account,
            Aetna  must receive  written direction from  the Participant  on a
            form  acceptable   to  Aetna.  Aetna  may  defer  payment  of  the
            withdrawal value until appropriate certification is received.

3.15        Withdrawal Restrictions:
            Limitations  apply   to  full  and  partial   withdrawals  of  the
            "restricted  amount"  from  this  Contract, as  required  by  Code
            Section 403(b)(11). The restricted amount is the sum of:

            a)    Net  Contributions  attributable to  a  Participant's salary
                  reduction contributions  made on and after  January 1, 1989;
                  plus
            b)    The  net increase,  if  any, in  the  Current Value  of  the
                  Individual Account  after December 31,  1988 attributable to
                  investment gains and losses and credited interest.

            The  restricted amount may be fully or partially withdrawn only if
            one or more of the following conditions are met.

            a)    The Participant has reached age 59 1/2; 
            b)    The Participant has separated from service; 
            c)    The Participant has died; 
            d)    The Participant  has become disabled, within  the meaning of
                  Code Section 72(m)(7); or 
            e)    The  withdrawal  is  otherwise   allowed  by  federal   law,
                  regulations or rulings.

            A  full or partial withdrawal  is also allowed  if the Participant
            incurs a  "hardship"  as that  term  is  defined in  the  Code  or
            regulations   under  Code  Section  403(b).  However,  the  amount
            available  for hardship  is limited  to the  lesser of  the amount
            necessary   to  satisfy   the  need   or  the   Net  Contributions
            attributable  to the Participant's  salary reduction contributions
            made on or after January 1, 1989.

            The Participant must certify that one of these conditions has been
            met before a withdrawal request  will be considered to be  in good
            order.  The Participant must notify  Aetna in writing  when a lump
            sum payment is to be made or Annuity payments are to commence.

            If, pursuant to Revenue Ruling 90-24, Aetna agrees to accept under
            this Contract  amounts transferred  from a Code  Section 403(b)(7)


<PAGE> 40
<PAGE>






            custodial account, such amounts will be subject to the  withdrawal
            restrictions set forth in Code Section 403(b)(7)(A)(ii).

3.16        Withdrawals from the GA Account:
            Full or partial withdrawals may be requested at  any time from the
            GA  Account. However, amounts withdrawn prior to the Maturity Date
            of a Term may be subject to a Market Value Adjustment (See 3.08).

            Full and partial withdrawals  are satisfied by withdrawing amounts
            from  each of  the  investment  options  in which  the  Individual
            Account(s)  is invested (the Funds, the Fixed Plus Account, the GA
            Account short  Term classification  and the  GA Account  long Term
            classification) on a pro rata basis.  However, the Participant may
            specify a  particular order in  which investment  options will  be
            liquidated in order to satisfy a partial surrender request.

3.17        Withdrawal Fee Applicable to Funds and GA Account:
            A  Withdrawal Fee  may apply  to withdrawals  from the  GA Account
            and/or Funds. The  fee will vary according  to the length  of time
            elapsed  from the effective date  of an Individual  Account to the
            date when the withdrawal request is received. For each withdrawal,
            the  Withdrawal  Fee  will  be  determined as  shown  on  Contract
            Schedule I.

            During  each rolling  12-month period,  up to  20% of  the Current
            Value in  the Fixed  Plus Account  may be  withdrawn as  a partial
            surrender. This 20% limit is reduced by any amount(s) transferred,
            taken as a loan or used to purchase an Annuity during the 12 month
            period. The  20% limit applicable  to partial surrenders  from the
            Fixed  Plus Account will be  waived when the  partial surrender is
            due to one of the conditions set forth in Contract Schedule I. The
            waiver will apply provided the partial surrender is taken pro-rata
            from  the Fixed  Plus Account,  the GA  Account, and  the Fund(s).
            Aetna reserves the right to include amounts paid under the ECO and
            SWO provisions  for purposes of  applying the 20%  limit. However,
            the  SWO provision is not available if the Participant requested a
            Fixed  Plus Account  Transfer or surrender  within the  current 12
            month period.

3.18        Payment of Fixed Plus Account Full Withdrawal:
            No  Withdrawal Fee  is deducted  from any  portion of  the Current
            Value  which is  paid  from the  Fixed  Plus Account.  When  Aetna
            receives  a   full  withdrawal  request,  no   additional  partial
            withdrawals or Transfers from the Fixed Plus Account are permitted
            during the payout period. If a full withdrawal is requested, Aetna
            will pay  any Current Value, including accrued  interest, from the
            Fixed Plus Account in five payments as follows:

            a)    One-fifth of the  Current Value  on the day  the request  is
                  received in  good order at  Aetna's Home Office,  reduced by
                  any amount from the Fixed Plus Account that was transferred,


<PAGE> 41
<PAGE>






                  withdrawn or used for a loan or to purchase Annuity benefits
                  during the prior twelve months;
            b)    One-fourth of the then remaining Current Value twelve months
                  later; 
            c)    One-third of the then  remaining Current Value twelve months
                  later; 
            d)    One-half of  the then remaining Current  Value twelve months
                  later; and
            e)    The balance of the then Current Value twelve months later.

            The Fixed  Plus Account full withdrawal payment provision may also
            be waived under certain conditions (See Contract Schedule I).

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

            For Plans subject to ERISA, see Section VI.

3.19        Reinstatement:
            All or  a portion  of the  proceeds of a  full withdrawal  of this
            Contract  may be reinvested within 30 days after the withdrawal if
            allowed  by law. Any Maintenance Fee and Withdrawal Fee charged at
            the time of the withdrawal on the amount being reinvested will  be
            included  in  the  reinstatement.   Any  Market  Value  Adjustment
            deducted from GA Account  withdrawals will not be included  in the
            reinstatement.  Amounts will  be reinstated  among the  Fixed Plus
            Account, the  GA  Account, and/or  the  Fund(s) for  the  Separate
            Account  in  the same  proportion  as they  were  at  the time  of
            withdrawal.  Any amounts  reinstated  to the  GA  Account will  be
            credited  to  Terms  available  during  the  then-current  Deposit
            Period. The number of record units reinstated will be based on the
            record  unit value(s) next computed after receipt in good order at
            Aetna's Home Office of the reinstatement request and the amount to
            be reinvested.

            Any Maintenance  Fee  which falls  due  after the  withdrawal  and
            before  the  reinstatement  will   be  deducted  from  the  amount
            reinstated.

            Reinstatement is permitted only once for an Individual Account.

3.20        Payment of Minimum Current Value:
            If the sum of  the Individual Account(s) Current Value(s)  is less
            than $3,500, and no Contributions have been received for three (3)
            years, Aetna may close the account(s) and pay the Current Value(s)
            to the Participant in one lump sum.

3.21        Amount Payable at Death (Before Annuity Payments Start): 
            Aetna  will  pay the  Individual Account(s)  Current Value  to the
            Beneficiary when:

            a)    The Participant dies before Annuity payments start; and 

<PAGE> 42
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            b)    A certified copy of the death certificate is received.

            Amounts in the GA  Account will be payable as described in Section
            3.08(d).

















































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<PAGE>






IV.         NON-ANNUITY DISTRIBUTION OPTIONS
______________________________________________________________________________

4.01        Distribution Options:
            Subject to Section VI,  the Participant or a surviving  spouse may
            elect one of  the two following distribution options.  A surviving
            spouse is eligible to elect one of the options provided the spouse
            is the designated Beneficiary and  the Participant had died before
            electing  an  Annuity  option  and before  the  date  for required
            minimum distributions.

4.02        Estate Conservation Option:
            a)    With the Estate Conservation  Option (ECO) a portion  of the
                  Individual   Account(s)   Current  Value   is  automatically
                  surrendered and  distributed each  year without  incurring a
                  Withdrawal  Fee. Each  payment  will be  withdrawn from  the
                  Individual Account(s)  in the same proportion  as assets are
                  held  in the  Funds,  the GA  Account,  and the  Fixed  Plus
                  Account on the date the payment is made.
            b)    Payments  under ECO  will comply  with the  incidental death
                  benefit test set forth in Code Section 401(a)(9).
            c)    Distribution Amount: Each year that ECO  is in effect, Aetna
                  will calculate and distribute an amount equal to the minimum
                  distribution   required   under   the   Code.   The   annual
                  distribution will be  determined by dividing  the Individual
                  Account(s) Current Value as of December 31 of the year prior
                  to  the payment year, by  a single or  joint life expectancy
                  factor. If joint life expectancy is elected, the Beneficiary
                  under ECO must be  the same as the Beneficiary  of any death
                  benefits under the Individual Account(s).

                  An  exception will  be  made if  Aetna maintains  a separate
                  record of a Participant's  Individual Account(s) value as of
                  December 31,  1986. In  this instance,  payments made in  or
                  after  the year in which the Participant attains age 70 1/2,
                  but before the year in which the Participant attains age 75,
                  will  be  calculated  only  on  amounts  contributed   after
                  December 31, 1986 and  any earnings after that date.  If age
                  70 1/2 was attained  prior to 1988, the Participant  must be
                  retired in order to qualify for this exception.

                  The method under this rule is elected by the Participant and
                  will  not   apply  if  the  Participant   has  received  any
                  distribution from  his or her  Individual Account(s),  other
                  than  distribution  amounts  required  under   Code  minimum
                  distribution rules.

                  Aetna will maintain separate  records if the Participant has
                  not  requested  any   withdrawals  from  the   Participant's
                  Individual Account(s) since December 31, 1986.



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            d)    Life  Expectancy  Factor:  For  the  Participant,  the  life
                  expectancy  factor  is  either  single life  or  joint  life
                  expectancy as elected by the Participant, based on tables in
                  Code Section 401(a)(9) or  related regulations. For a spouse
                  Beneficiary,  only  a single  life expectancy  is available.
                  Life  expectancy  factors  will be  recalculated  each year,
                  unless prohibited by the Code or regulations.

                  The  joint life expectancy factor will be based on the joint
                  life  expectancy   of  the   Participant  and  his   or  her
                  Beneficiary provided such  individual is the  Beneficiary of
                  any  death  benefits under  the  Contract  while ECO  is  in
                  effect.  Any  change  in the  Beneficiary  designation under
                  this  Contract  by  the  Participant,  must  be  immediately
                  communicated to  Aetna so that subsequent  distributions can
                  be calculated as required by IRS regulations.
                  If joint life  expectancy is elected and  the Participant or
                  spouse dies, payments will be  based on the survivor's  life
                  expectancy.  If the  Beneficiary is not  the spouse  and the
                  Beneficiary dies  first, the joint life expectancy continues
                  to be used to determine payments.

                  If a single life expectancy is elected, at the death of  the
                  Participant (or the spouse who is the designated Beneficiary
                  electing  ECO  after the  Participant's  death), the  entire
                  value must be distributed  no later than the December  31 of
                  the  year  following  the  year  of  the  Participant's  (or
                  spouse's) death. If a joint life expectancy is elected,  and
                  both  the Participant  and spouse  have died,  any remaining
                  Current Value must be distributed no later than the December
                  31 of the year following the year of the second  death. If a
                  joint life  expectancy is  elected and both  the Participant
                  and non-spouse Beneficiary have died,  any remaining Current
                  Value will be distributed to a successor Beneficiary, if one
                  has been named, then to the estate of the last to die.

                  These  calculations may  be changed  as necessary  to comply
                  with Code  minimum distribution  rules. Any mode  of payment
                  elected upon the  Participant's death must  provide payments
                  to be  made at least as  rapidly as those made  prior to the
                  Participant's death.

            e)    Minimum Current Value: At  its discretion, Aetna may require
                  a minimum initial Current Value for election of this option.
                  If  after  election  of  this option  the  Current  Value is
                  insufficient  to make  a scheduled  ECO payment,  Aetna will
                  distribute the entire balance of the Individual Account(s).

            f)    Distribution  Date: The Participant  shall specify an annual
                  distribution date. The earliest date is the first day of the
                  calendar year in which he  or she attains age 70 1/2.  For a
                  spouse  Beneficiary electing  ECO  after  the  Participant's

<PAGE> 45
<PAGE>






                  death, the earliest  date is the  date of the  Participant's
                  death.  The first distribution date  may be the  15th of any
                  month, or such other  date as Aetna may designate  or allow.
                  Subsequent distributions will be  made on the anniversary of
                  that date. At  its option,  Aetna may allow  payments to  be
                  made more frequently than annually.

            g)    Election and  Revocation: The  Participant may elect  ECO by
                  submitting a  completed and signed election  form to Aetna's
                  Home Office. Once ECO is elected, the Participant may revoke
                  it  by submitting  a written  request to  Aetna at  its Home
                  Office. Any  revocation will apply  only to amounts  not yet
                  paid. ECO may be  elected only once per  Individual Account.
                  For Plans subject to ERISA, see Section VI.

4.03        Systematic Withdrawal Option:
            a)    With the Systematic Withdrawal Option (SWO) a portion of the
                  Individual   Account(s)   Current  Value   is  automatically
                  distributed each year without  incurring a Withdrawal Fee. A
                  SWO payment will be  calculated on the Individual Account(s)
                  Current  Value.  Each payment  will  be  withdrawn from  the
                  Individual Account(s)  in the same proportion  as assets are
                  held  in the  Funds,  the GA  Account,  and the  Fixed  Plus
                  Account  on the date the  payment is made.  SWO payments may
                  not  be elected if a loan is outstanding under an Individual
                  Account.
            b)    Payments  under SWO  will comply  with the  incidental death
                  benefit test set forth in Code Section 401(a)(9).
            c)    Distribution Amounts:  The Participant may elect  one of the
                  three  payment methods  described below.  These calculations
                  may  be changed as necessary to comply with the Code minimum
                  distribution rules. If joint life expectancy is elected, the
                  Beneficiary under SWO must be the same as the Beneficiary of
                  any death benefits.

                  1)    Specified Payment:  Payments  of a  designated  annual
                        dollar amount.  The annual  amount may not  be greater
                        than the  percentage of the  Current Value at  time of
                        election as shown on  Contract Schedule I. This amount
                        will  remain  constant  unless  a   higher  amount  is
                        required under  Code minimum distribution  rules. Each
                        year that  the specified  payment is in  effect, Aetna
                        will  calculate the  minimum required  distribution by
                        dividing the Individual Account(s) Current Value as of
                        December 31 of the year prior to the payment year by a
                        life  expectancy factor, and distribute this amount if
                        it is larger than the specified payment.
                  2)    Specified Period:  Payments are made over  a period of
                        time. The number  of years  selected may  not be  less
                        than the number of years shown on Contract Schedule I,
                        unless otherwise required by Code minimum distribution
                        rules. The maximum specified period will be limited by

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                        the life expectancy factor.  The amount paid each year
                        is  calculated by  dividing the  Individual Account(s)
                        Current Value as of  December 31 of the prior  year by
                        the number of payment years remaining.
                  3)    Specified  Percentage: Payments  made  as a  specified
                        percentage  of the  Individual Account.  The specified
                        percentage chosen  cannot be greater than  as shown on
                        Contract Schedule  I. The  Participant may  change the
                        specified  percentage elected  every six  months. Each
                        annual distribution is  determined by multiplying  the
                        Individual Account(s) Current  Value by the percentage
                        chosen. The  value to be  used in this  calculation is
                        the value on the  December 31st prior to the  year for
                        which  the payment  is being  made. For  payments made
                        more often  than annually,  the annual  payment result
                        (calculated  above)  is  divided  by  the  number   of
                        payments  due each  year. Payments  will be  made each
                        year  until the  year the  Participant attains  age 70
                        1/2.

            a)    Life  Expectancy  Factor:  For  the  Participant,  the  life
                  expectancy  factor  for  the initial  distribution  year  is
                  either single  life or joint  life expectancy as  elected by
                  the Participant, based on tables in Section 401(a)(9) of the
                  Code or related regulations.  For a spouse Beneficiary, only
                  a single life expectancy  is available. With each subsequent
                  year, the life expectancy factor will be the life expectancy
                  factor for  the initial  distribution year, reduced  by one.
                  These  calculations may  be changed  as necessary  to comply
                  with the Code minimum distribution  rules. If the joint life
                  expectancy   is  selected   and  the   Participant  or   the
                  Beneficiary dies on or after the required beginning date for
                  minimum  distributions  to the  Participant, the  joint life
                  expectancy factor  will continue  to be  reduced by one  for
                  each  distribution year. Payments  will continue  unless the
                  survivor elects an alternate  payment mode. Any payment mode
                  elected by the Beneficiary must provide payments to be  made
                  at least as rapidly as those made prior to the Participant's
                  death.

                  If the  Participant dies before the  required beginning date
                  for minimum  distributions, SWO payments will  cease and the
                  Beneficiary may  claim the death benefit  in accordance with
                  the  terms of this Contract.  If the Beneficiary  is not the
                  Participant's  spouse,  the  entire death  benefit  must  be
                  either applied to an  Annuity option within one (1)  year of
                  the Participant's death, or be paid within five (5) years of
                  the  Participant's   death.  If   the  Beneficiary  is   the
                  Participant's  spouse, the distribution  is not  required to
                  begin earlier than when  the Participant would have attained
                  age 70 1/2.


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                  If joint life expectancy is elected and the Beneficiary dies
                  before the required beginning date for minimum distributions
                  to  the  Participant,  payments   to  the  Participant  will
                  continue to be based on joint life expectancy reduced by one
                  for each distribution year.
            e)    Minimum Current Value: At  its discretion, Aetna may require
                  a minimum initial Current Value for election of this option.
                  If  after election  of  this option,  the  Current Value  is
                  insufficient  to make  a scheduled  SWO payment,  Aetna will
                  distribute the entire balance of the Individual Account.
            f)    Distribution  Date: The  Participant or  spouse Beneficiary,
                  shall specify the  initial distribution  date. The  earliest
                  date is  the first  day of  the calendar year  in which  the
                  Participant attains age 59 1/2, or age 55, if separated from
                  service with the  Contract Holder  at or after  age 55.  SWO
                  payments will  be made monthly,  quarterly, semi-annually or
                  annually on the  15th of any  month, or such  other date  as
                  Aetna may  designate  or allow.  If payments  are made  more
                  frequently  than  annually, the  annual amount  payable each
                  year is divided  by the number of payments due  per year. At
                  its discretion  Aetna may require a  minimum initial payment
                  amount.

                  Election and  Revocation: The  Participant may elect  SWO by
                  submitting a  completed and signed election  form to Aetna's
                  Home Office. Once SWO is elected, the Participant may revoke
                  it by submitting a written  request to Aetna's Home  Office.
                  Any revocation  will apply  only  to amounts  not yet  paid.
                  Generally,  SWO may be elected only once, however, if SWO is
                  elected and then revoked  before the date distributions were
                  required to begin under  Code Section 401(a)(9), SWO  may be
                  elected on behalf of a spouse Beneficiary after the death of
                  the Participant. For Plans subject to ERISA, see Section VI.

V.          ANNUITY PROVISIONS
______________________________________________________________________________

5.01        Choices:
            a)    The Participant may elect an Annuity option by telling Aetna
                  to  pay  all or  any  portion of  the  Individual Account(s)
                  Current  Value  (minus any  applicable  premium  tax if  not
                  previously  deducted)  as a  premium  for  an Annuity  under
                  option 2, 3,  or 4 (See  5.08). Any  election of an  Annuity
                  option   must   comply   with   the   minimum   distribution
                  requirements  of  Code  Section  401(a)(9),   including  the
                  incidental   death   benefit  rule,   and   the  regulations
                  thereunder. This restriction does  not apply if option 4  is
                  chosen  and  the  second  Annuitant is  the  spouse  of  the
                  Participant. Payments  may be made only  to the Participant,
                  or  if the  Participant  has died,  to the  Beneficiary. For
                  Plans subject to ERISA, see Section VI.


<PAGE> 48
<PAGE>






            b)    Generally, the first Annuity payment must be made by April 1
                  of  the calendar  year  following  the  year  in  which  the
                  Participant turns age 70  1/2 or such later  date as may  be
                  allowed  under federal  law or  regulations (see  3.12). For
                  distributions  taken in  a  lump sum,  see Withdrawal  Value
                  (3.14).

                  When  an  Annuity  option  is chosen  the  Participant  must
                  designate whether the Annuity will be fixed  or variable and
                  whether the underlying investment will be:
                        1)    The General Account; 
                        2)    One or more of the available Fund(s); or 
                        3)    A combination of (1) and (2).
                  If  a Fixed Annuity is chosen, the Annuity purchase rate for
                  the option  chosen reflects at least  the minimum guaranteed
                  interest rate (See  Contract Schedule II), but may reflect a
                  higher interest rate.
                  If a Variable Annuity is chosen, the initial Annuity payment
                  for the option chosen reflects the assumed annual net return
                  rate elected (See Contract Schedule II).
            c)    Payments  will  be  made  on  a  monthly  basis  unless  the
                  Participant requests otherwise.
            d)    Once  elected, an Annuity option may  not be revoked, except
                  for option 2 when elected on a variable basis.

5.02        Terms of Annuity Options:
            a)    No  choice of any  Annuity option may  be made  if the first
                  payment would be less than $20 or if the total payments in a
                  year would be less than $100.
            b)    For purposes of calculating  the guaranteed first payment of
                  a  Variable Annuity or the payments for a Fixed Annuity, the
                  Annuitant's  and  second Annuitant's  adjusted  age will  be
                  used. The Annuitant's and second Annuitant's adjusted age is
                  his  or her age  as of the  birthday closest to  the Annuity
                  commencement  date   reduced   by  one   year  for   Annuity
                  commencement dates occurring during  the period of time from
                  July 1, 1992 through December 31, 1999. The Annuitant's  and
                  second Annuitant's  age will  be reduced  by  two years  for
                  Annuity  commencement dates  occurring during the  period of
                  time from January  1, 2000  through December  31, 2009.  The
                  Annuitant's and  second Annuitant's  age will be  reduced by
                  one additional year for Annuity commencement dates occurring
                  in each succeeding decade.

                  The Annuity rates for options 3 and 4 are based on mortality
                  from 1983 Table a.

            c)    Assumed  annual net return rate is the interest rate used to
                  determine the amount  of the first  Annuity payment under  a
                  Variable Annuity.  The Separate Account must  earn this rate
                  plus enough to cover the mortality and expense risks charges


<PAGE> 49
<PAGE>






                  (which  may include  profit) and  administrative charges  if
                  future Variable Annuity payments are to remain level.

5.03        Annuity Payments to Participant:
            In no event may any payments to the  Participant under any Annuity
            option extend beyond:
                        a)    The life of the Participant;
                        b)    The   lives   of   the   Participant   and   the
Beneficiary;
                        c)    A  period certain greater than the Participant's
                              life expectancy according  to regulations  under
                              Code Section  401(a)(9),  determined as  of  the
                              date payments are to commence; or
                        d)    A   period  certain   greater   than  the   life
                              expectancies   of   the   Participant  and   the
                              Beneficiary according to regulations  under Code
                              Section  401(a)(9)  determined  as of  the  date
                              payments are to begin.

5.04        Death Provision:
            When an Annuitant dies under options 3 and 4, the present value of
            any  remaining guaranteed payments will be  paid in one sum to the
            Beneficiary  or upon  election of  the Beneficiary,  any remaining
            payments will continue  to the Beneficiary. If a  Beneficiary dies
            while  receiving  Annuity  payments,  the  present  value  of  any
            remaining  payments  will  be   paid  in  one  lump  sum   to  the
            Beneficiary's  estate. The  interest  rate used  to determine  the
            present  value for  a lump sum  payment will  be the  rate used to
            determine the first Annuity payment.

            In no event  may any payments to the Beneficiary  under an Annuity
            option extend beyond:
            a)    The  life  of the  Beneficiary  determined  as  of the  date
                  payments are to commence; or
            b)    Any  certain  period  greater  than  the Beneficiary's  life
                  expectancy as  determined by regulations under  Code Section
                  401(a)(9) as of the date payments are to begin.

            However,  if  a Beneficiary  dies while  under  option 1  or while
            receiving  Annuity payments,  the present  value of  any remaining
            payments  will be  paid  in one  lump  sum to  the  estate of  the
            Beneficiary. The interest rate used to determine the first payment
            will be used to calculate the present value.

5.05        Fund Annuity Units:
            The number of Fund(s) Annuity units is based on the  amount of the
            first Variable Annuity payment which is equal to:
            a)    The portion  of the  Current Value including  any applicable
                  MVA (see 3.08)  or premium  tax, applied to  pay a  Variable
                  Annuity; divided by 
            b)    1,000; multiplied by 
            c)    The payment rate for the option chosen.

<PAGE> 50
<PAGE>






            Such amount, or portion,  of the variable payment will  be divided
            by  the appropriate Fund(s) Annuity  unit value (See  5.06) on the
            tenth Valuation Period before the due date of the first payment to
            determine the number  of each  Fund Annuity units.  The number  of
            each  Fund Annuity  units  remains fixed.  Each future  payment is
            equal to the sum of  the products of each Fund Annuity  unit value
            multiplied by the  appropriate number of  units. The Fund  Annuity
            unit value on the tenth Valuation  Period prior to the due date of
            the payment is used.

5.06        Fund Annuity Unit Value:
            For  any Valuation Period, a  Fund(s) Annuity unit  value is equal
            to:
            a)    The value for the previous Period; multiplied by 
            b)    The  Annuity net return factor(s) (See 5.07) for the period;
                  multiplied by 
            c)    A  factor to reflect the assumed annual net return rate (See
                  Contract Schedule II).

            The dollar value  of a Fund Annuity unit and  Annuity payments may
            go up or down due to investment gain or loss.

            Payments shall not  be changed due to changes  in the mortality or
            expense results or administrative charges.

5.07        Fund Annuity Net Return Factor:
            The Annuity net return  factor(s) is used to compute  all Separate
            Account Annuity payments for any Fund.

            The  Annuity  net  return factor(s)  for  each  Fund  is equal  to
            1.0000000 plus the net return Rate.

            The net return rate is equal to:
            a)    The  value of the  shares of the  Fund held by  the Separate
                  Account at the end of a Valuation Period; minus
            b)    The value of  the shares  of the Fund  held by the  Separate
                  Account at the start of the Valuation Period; plus or minus
            c)    Taxes (or  reserves for taxes)  on the Separate  Account (if
                  any);
            d)    Divided by the total  value of the Fund(s) record  units and
                  Fund(s)  Annuity units of the Separate  Account at the start
                  of the Valuation Period; minus
            e)    Minus  a  daily charge  for  Annuity  mortality and  expense
                  risks, which may include  profit, and a daily administrative
                  charge  (at the annual  rate as  shown on  Contract Schedule
                  II).
                  A net return rate may be more or less than 0%.

            The value of a share of the Fund is equal to the net assets of the
            Fund divided by the number of shares outstanding.

5.08        Annuity Options:

<PAGE> 51
<PAGE>






            The Participant may direct Aetna to make payments according to one
            of the following options, subject to Section VI.

            Option 1  -- Payments of Interest  on Sum Left with  Aetna -- This
            option  may be used only  by the Beneficiary  when the Participant
            dies before Aetna has started paying an Annuity. A portion  or all
            of the sum paid upon death may be  held under this option and will
            be  held  in  the  General  Account  of  Aetna  at  interest.  The
            Beneficiary, may later tell Aetna to:

            a)    Pay a portion or all of the sum held by Aetna; or 
            b)    Apply  a portion  or all  of the  sum held  by Aetna  to any
                  Annuity option below.

            If  the Beneficiary  is  the Participant's  surviving spouse,  the
            lump-sum payment may be deferred to a date not later than when the
            Participant would have attained age 70 1/2.

            If  the Beneficiary  is not  a spouse,  the Beneficiary  must tell
            Aetna to pay the  full sum within 5  years after the death  of the
            Participant.

            Option 2  -- Payments for  a Stated Period  of Time --  An Annuity
            will be paid for the number of years chosen (See Contract Schedule
            II).

            If payments for this option are made under a Variable Annuity, the
            present  value of any remaining  payments may be  withdrawn at any
            time.  If a withdrawal is requested prior to the minimum number of
            years specified on Contract Schedule II, it will be subject to any
            Withdrawal Fee, if applicable (See Contract Schedule I).

            Option 3 -- Life Income -- An Annuity will be paid for the life of
            the Annuitant. Aetna may also guarantee payments for 60, 120, 180,
            or 240 months if so directed by the Participant.

            Option 4 -- Life Income Based Upon the Lives of  Two Annuitants --
            An Annuity  will be paid during  the lives of the  Annuitant and a
            second Annuitant.  Payments will  continue  until both  Annuitants
            have died. When this  option is chosen, a choice  of the following
            must be made:

            a)    100% of the payment to continue after the first death; 
            b)    66 2/3% of the payment to continue after the first death; 
            c)    50% of the payment to continue after the first death; 
            d)    Payments  for  a minimum  of 120  months,  with 100%  of the
                  payment to continue after the first death; or 
            e)    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.



<PAGE> 52
<PAGE>






            Other Options -- Aetna may make other options available as allowed
            by the laws of the state in which this Contract is delivered.


VI.         QUALIFIED JOINT AND SURVIVOR AND PRERETIREMENT SURVIVOR
            ANNUITIES

6.01        ERISA Requirements:
            Notwithstanding any other provision of the Plan  or this Contract,
            if the Plan is subject to ERISA:
            a)    The Individual  Account(s) Adjusted Current  Value available
                  for distribution  shall be payable to  a married Participant
                  in  the form of a "Qualified Joint and Survivor Annuity," in
                  accordance  with Section  205 of  ERISA, if  the Participant
                  does not  die before the commencement  of retirement benefit
                  payments.  A  Qualified Joint  and  Survivor  Annuity is  an
                  Annuity payable for  the joint lives of  the Participant and
                  spouse  with 50% of the payment to continue to the surviving
                  spouse after the Participant's death.
            b)    The Individual  Account(s) Adjusted  Current Value shall  be
                  payable to the surviving spouse  of a married Participant in
                  the form of a "Qualified Preretirement Survivor Annuity," in
                  accordance  with Section  205 of  ERISA, if  the Participant
                  dies before the commencement of retirement benefit payments.
                  A Qualified  Preretirement Survivor  Annuity  is an  Annuity
                  payable  for the life of  the surviving spouse  which can be
                  purchased by  50% of the Participant's Individual Account(s)
                  Adjusted Current Value. 

6.02        Waiver and Spousal Consent:
            a)    the Participant  may waive the Qualified  Joint and Survivor
                  Annuity and/or the Qualified Preretirement Survivor Annuity,
                  in  accordance with Section 205 of ERISA,  and have benefits
                  paid  in some other form  permitted by the Contract subject,
                  however, to written spousal consent, made in accordance with
                  Section 205 of ERISA.

            b)    Pursuant to Section 205  of ERISA, for married Participants,
                  the  spouse  must give  written consent  to  the use  of the
                  Individual   Account(s)   Current   Value    available   for
                  distribution as security for a loan under the Contract.












<PAGE> 53
<PAGE>



































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<PAGE> 54
<PAGE>






                                   OPTION 2

                     Payments for a Stated Period of Time

                Amount of First Monthly Payment for Each $1,000
                After Deduction of any Charge for Premium Taxes

        Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.0%


                Years    Guaranteed    Monthly    Quarterly    Semi-Annual
                            Rate       Payment     Payment     AnnualPayment
                                                              Payment
                  5         3.00%       $17.91      $53.59    $106.78$211.99
                  6         3.00%        15.14       45.30      90.27 179.22
                  7         3.00%        13.16       39.39      78.49 155.83
                  8         3.00%        11.68       34.96      69.66 138.31
                  9         3.00%        10.53       31.52      62.81 124.69
                 10         3.00%         9.61       28.77      57.33 113.82
                 11         3.00%         8.86       26.52      52.85 104.93
                 12         3.00%         8.24       24.65      49.13  97.54
                 13         3.00%         7.71       23.08      45.98  91.29
                 14         3.00%         7.26       21.73      43.29  85.95
                 15         3.00%         6.87       20.56      40.96  81.33
                 16         3.00%         6.53       19.54      38.93  77.29
                 17         3.00%         6.23       18.64      37.14  73.74
                 18         3.00%         5.96       17.84      35.56  70.59
                 19         3.00%         5.73       17.13      34.14  67.78
                 20         3.00%         5.51       16.50      32.87  65.26
                 21         3.00%         5.32       15.92      31.72  62.98
                 22         3.00%         5.15       15.40      30.68  60.92
                 23         3.00%         4.99       14.92      29.74  59.04
                 24         3.00%         4.84       14.49      28.88  57.33
                 25         3.00%         4.71       14.09      28.08  55.76
                 26         3.00%         4.59       13.73      27.36  54.31
                 27         3.00%         4.47       13.39      26.68  52.97
                 28         3.00%         4.37       13.08      26.06  51.74
                 29         3.00%         4.27       12.79      25.49  50.60
                 30         3.00%         4.18       12.52      24.95  49.53














<PAGE> 55
<PAGE>






                                   OPTION 2

                     Payments for a Stated Period of Time

                Amount of First Monthly Payment for Each $1,000
                After Deduction of any Charge for Premium Taxes

       Rates for a Variable Annuity with Assumed Net Return Rate of 3.5%

                Years      Monthly    Quarterly     Semi-      Annual
                           Payment     Payment      Annual    Payment
                                                   Payment

                  5        $18.12       $54.19     $107.92    $213.99
                  6         15.35        45.92       91.44     181.32
                  7         13.38        40.01       79.69     158.01
                  8         11.90        35.59       70.88     140.56
                  9         10.75        32.16       64.05     127.00
                 10          9.83        29.42       58.59     116.18
                 11          9.09        27.18       54.13     107.34
                 12          8.46        25.32       50.42      99.98
                 13          7.94        23.75       47.29      93.78
                 14          7.49        22.40       44.62      88.47
                 15          7.10        21.24       42.31      83.89
                 16          6.76        20.23       40.29      79.89
                 17          6.47        19.34       38.51      76.37
                 18          6.20        18.55       36.94      73.25
                 19          5.97        17.85       35.54      70.47
                 20          5.75        17.22       34.28      67.98
                 21          5.56        16.65       33.15      65.74
                 22          5.39        16.13       32.13      63.70
                 23          5.24        15.66       31.19      61.85
                 24          5.09        15.24       30.34      60.17
                 25          4.96        14.85       29.56      58.62
                 26          4.84        14.49       28.85      57.20
                 27          4.73        14.15       28.19      55.90
                 28          4.63        13.85       27.58      54.69
                 29          4.53        13.57       27.02      53.57
                 30          4.45        13.30       26.49      52.53














<PAGE> 56
<PAGE>






                                   OPTION 2

                     Payments for a Stated Period of Time

                Amount of First Monthly Payment for Each $1,000
                After Deduction of any Charge for Premium Taxes

    Rates for a Variable Annuity with Assumed Net Return Rate Rate of 5.0%

                Years      Monthly    Quarterly     Semi-      Annual
                           Payment     Payment      Annual    Payment
                                                   Payment

                  5        $18.74       $56.00     $111.33    $219.98
                  6         15.99        47.77       94.96     187.64
                  7         14.02        41.90       83.30     164.59
                  8         12.56        37.52       74.58     147.35
                  9         11.42        34.11       67.81     133.99
                 10         10.51        31.40       62.42     123.34
                 11          9.77        29.19       58.03     114.66
                 12          9.16        27.36       54.38     107.45
                 13          8.64        25.81       51.31     101.39
                 14          8.20        24.50       48.69      96.21
                 15          7.82        23.36       46.44      91.75
                 16          7.49        22.37       44.47      87.88
                 17          7.20        21.51       42.75      84.48
                 18          6.94        20.74       41.23      81.47
                 19          6.71        20.06       39.88      78.80
                 20          6.51        19.46       38.68      76.42
                 21          6.33        18.91       37.59      74.28
                 22          6.17        18.42       36.62      72.35
                 23          6.02        17.98       35.73      70.61
                 24          5.88        17.57       34.93      69.02
                 25          5.76        17.20       34.20      67.57
                 26          5.65        16.87       33.53      66.25
                 27          5.54        16.56       32.92      65.04
                 28          5.45        16.28       32.35      63.93
                 29          5.36        16.01       31.83      62.90
                 30          5.28        15.77       31.35      61.95














<PAGE> 57
<PAGE>

                                   OPTION 3
                                  Life Income
                Amount of First Monthly Payment for Each $1,000
                After Deduction of any Charge for Premium Taxes
        Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.0%
               Payments Guaranteed for a Stated Period of Months

              Adjusted      None          60         120        180240
               Age of
              Annuitant
                 50         $4.05       $4.05       $4.03      $3.99$3.93
                 51          4.12        4.11        4.09       4.05 3.99
                 52          4.19        4.19        4.16       4.11 4.04
                 53          4.27        4.26        4.23       4.18 4.10
                 54          4.35        4.34        4.31       4.25 4.16

                 55          4.44        4.42        4.39       4.32 4.22
                 56          4.53        4.51        4.47       4.40 4.29
                 57          4.62        4.61        4.56       4.48 4.35
                 58          4.72        4.71        4.65       4.56 4.42
                 59          4.83        4.81        4.75       4.64 4.49

                 60          4.95        4.93        4.86       4.73 4.55
                 61          5.07        5.05        5.97       4.83 4.62
                 62          5.20        5.17        5.08       4.92 4.69
                 63          5.34        5.31        5.20       5.02 4.76
                 64          5.49        5.45        5.33       5.12 4.83

                 65          5.65        5.61        5.47       5.22 4.89
                 66          5.82        5.77        5.61       5.33 4.96
                 67          6.01        5.94        5.75       5.44 5.02
                 68          6.20        6.13        5.91       5.54 5.08
                 69          6.41        6.33        6.07       5.65 5.14

                 70          6.64        6.54        6.23       5.76 5.19
                 71          6.88        6.76        6.41       5.86 5.24
                 72          7.14        7.00        6.59       5.97 5.28
                 73          7.43        7.26        6.77       6.06 5.32
                 74          7.73        7.53        6.96       6.16 5.35

                 75          8.06        7.82        7.14       6.25 5.38


Rates are  based on mortality  from 1983 Table a.  The rates do  not differ by
sex.
   Rates for ages not shown will be provided on request and will be computed
           on a basis consistent with the rates in the above tables.















<PAGE> 58
<PAGE>

                                   OPTION 3
                                  Life Income
                Amount of First Monthly Payment for Each $1,000
                After Deduction of any Charge for Premium Taxes
       Rates for a Variable Annuity with Assumed Net Return Rate of 3.5%
               Payments Guaranteed for a Stated Period of Months

              Adjusted      None          60         120        180240
               Age of
              Annuitant
                 50         $4.34       $4.34       $4.31      $4.27$4.22
                 51          4.41        4.40        4.38       4.33 4.27
                 52          4.48        4.47        4.45       4.40 4.32
                 53          4.56        4.55        4.52       4.46 4.38
                 54          4.64        4.63        4.59       4.53 4.44

                 55          4.72        4.71        4.67       4.60 4.50
                 56          4.81        4.80        4.75       4.67 4.56
                 57          4.91        4.89        4.84       4.75 4.62
                 58          5.01        4.99        4.93       4.83 4.69
                 59          5.12        5.10        5.03       4.92 4.75

                 60          5.23        5.21        5.13       5.00 4.82
                 61          5.36        5.33        5.24       5.09 4.88
                 62          5.49        5.45        5.35       5.19 4.95
                 63          5.63        5.59        5.47       5.28 5.02
                 64          5.78        5.73        5.60       5.38 5.08

                 65          5.94        5.89        5.73       5.48 5.15
                 66          6.11        6.05        5.87       5.58 5.21
                 67          6.29        6.22        6.02       5.69 5.27
                 68          6.49        6.41        6.17       5.79 5.33
                 69          6.70        6.60        6.33       5.90 5.38

                 70          6.92        6.81        6.49       6.00 5.43
                 71          7.17        7.04        6.66       6.10 5.48
                 72          7.43        7.27        6.84       6.20 5.52
                 73          7.71        7.53        7.02       6.30 5.55
                 74          8.02        7.80        7.20       6.39 5.59

                 75          8.35        8.08        7.38       6.48 5.62


Rates are  based on mortality  from 1983 Table a.  The rates do  not differ by
sex.
   Rates for ages not shown will be provided on request and will be computed
           on a basis consistent with the rates in the above tables.















<PAGE> 59
<PAGE>

                                   OPTION 3
                                  Life Income
                Amount of First Monthly Payment for Each $1,000
                After Deduction of any Charge for Premium Taxes
       Rates for a Variable Annuity with Assumed Net Return Rate of 5.0%
               Payments Guaranteed for a Stated Period of Months

              Adjusted      None          60         120        180240
               Age of
              Annuitant
                 50         $5.26       $5.25       $5.22      $5.17$5.11
                 51          5.33        5.32        5.28       5.23 5.15
                 52          5.40        5.38        5.34       5.29 5.20
                 53          5.47        5.45        5.41       5.35 5.26
                 54          5.54        5.53        5.48       5.41 5.31

                 55          5.63        5.61        5.56       5.47 5.36
                 56          5.71        5.69        5.63       5.54 5.42
                 57          5.80        5.78        5.72       5.61 5.47
                 58          5.90        5.88        5.81       5.69 5.53
                 59          6.01        5.98        5.90       5.77 5.59

                 60          6.12        6.09        6.00       5.85 5.65
                 61          6.24        6.21        6.10       6.93 5.71
                 62          6.37        6.33        6.21       6.02 5.77
                 63          6.51        6.46        6.33       6.11 5.83
                 64          6.66        6.60        6.45       6.20 5.89

                 65          6.82        6.75        6.57       6.30 5.95
                 66          6.99        6.91        6.71       6.39 6.01
                 67          7.17        7.08        6.85       6.49 6.06
                 68          7.36        7.27        6.99       6.59 6.12
                 69          7.57        7.46        7.15       6.69 6.17

                 70          7.80        7.67        7.30       6.78 6.21
                 71          8.05        7.89        7.47       6.88 6.25
                 72          8.31        8.13        7.64       6.97 6.29
                 73          8.59        8.38        7.81       7.06 6.33
                 74          8.90        8.64        7.99       7.15 6.36

                 75          9.23        8.93        8.16       7.23 6.38


Rates are  based on mortality  from 1983 Table a.  The rates do  not differ by
sex.
   Rates for ages not shown will be provided on request and will be computed
           on a basis consistent with the rates in the above tables.















<PAGE> 60
<PAGE>

                                   OPTION 4

                          Life Income for Two Payees

                Amount of First Monthly Payment for Each $1,000
                After Deduction of any Charge for Premium Taxes

        Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.0%

               Payments Guaranteed for a Stated Period of Months


                Adjusted Ages
            Annuitant   Second   Option   Option    Option Option    Option
                      Annuitant    4a       4b        4c     4d        4e


               55         50      $3.69   $4.05     $4.27   $3.69     $4.03
               55         55       3.88    4.25      4.47    3.87      4.14
               55         60       4.06    4.47      4.71    4.06      4.20

               60         55       3.99    4.44      4.71    3.98      4.42
               60         60       4.24    4.71      4.99    4.23      4.57
               60         65       4.49    5.01      5.32    4.48      4.64

               65         60       4.38    4.97      5.32    4.38      4.93
               65         65       4.72    5.33      5.70    4.71      5.14
               65         70       5.07    5.75      6.17    5.05      5.26

               70         65       4.93    5.68      6.15    4.91      5.66
               70         70       5.40    6.21      6.70    5.36      5.96
               70         75       5.89    6.82      7.40    5.81      6.12

               75         70       5.69    6.68      7.32    5.62      6.67
               75         75       6.37    7.45      8.15    6.23      7.12
               75         80       7.07    8.34      9.16    6.78      7.36


Rates are based  on mortality from  1983 Table a. The  rates do not  differ by
sex.
   Rates for ages not shown will be provided on request and will be computed
           on a basis consistent with the rates in the above tables.




















<PAGE> 61
<PAGE>


                                   OPTION 4

                          Life Income for Two Payees

                Amount of First Monthly Payment for Each $1,000
                After Deduction of any Charge for Premium Taxes

       Rates for a Variable Annuity with Assumed Net Return Rate of 3.5%



                Adjusted Ages
            Annuitant   Second   Option   Option    Option Option    Option
                      Annuitant    4a       4b        4c     4d        4e


               55         50      $3.97   $4.35     $4.56   $3.97     $4.31
               55         55       4.16    4.54      4.76    4.15      4.42
               55         60       4.27    4.73      5.00    4.26      4.48

               60         55       4.27    4.73      5.00    4.26      4.70
               60         60       4.51    4.99      5.27    4.50      4.84
               60         65       4.66    5.25      5.61    4.65      4.93

               65         60       4.66    5.25      5.61    4.65      5.22
               65         65       4.99    5.61      5.99    4.98      5.42
               65         70       5.19    5.97      6.44    5.17      5.54

               70         65       5.19    5.97      6.44    5.17      5.93
               70         70       5.67    6.49      6.99    5.62      6.23
               70         75       5.95    6.96      7.61    5.87      6.40

               75         70       5.95    6.96      7.61    5.87      6.95
               75         75       6.64    7.73      8.43    6.48      7.40
               75         80       7.04    8.39      9.29    6.79      7.64



Rates are based  on mortality from 1983  Table a. The  rates do not differ  by
sex.
   Rates for ages not shown will be provided on request and will be computed
           on a basis consistent with the rates in the above tables.



















<PAGE> 62
<PAGE>


                                   OPTION 4

                          Life Income for Two Payees

                Amount of First Monthly Payment for Each $1,000
                After Deduction of any Charge for Premium Taxes

       Rates for a Variable Annuity with Assumed Net Return Rate of 5.0%



                Adjusted Ages
            Annuitant   Second   Option   Option    Option Option    Option
                      Annuitant    4a       4b        4c     4d        4e


               55         50      $4.88   $5.26     $5.48   $4.88     $5.23
               55         55       5.04    5.44      5.66    5.04      5.32
               55         60       5.15    5.63      5.91    5.14      5.38

               60         55       5.15    5.63      5.91    5.14      5.59
               60         60       5.37    5.87      6.16    5.37      5.72
               60         65       5.52    6.14      6.51    5.51      5.80

               65         60       5.52    6.14      6.51    5.51      6.10
               65         65       5.83    6.49      6.87    5.82      6.29
               65         70       6.04    6.84      7.34    6.00      6.41

               70         65       6.04    6.84      7.34    6.00      6.81
               70         70       6.49    7.35      7.87    6.44      7.08
               70         75       6.77    7.84      8.51    6.68      7.25

               75         70       6.77    7.84      8.51    6.68      7.81
               75         75       7.45    8.60      9.33    7.27      8.25
               75         80       7.86    9.28     10.20    7.57      8.49


Rates are based  on mortality from  1983 Table a. The  rates do not  differ by
sex.
   Rates for ages not shown will be provided on request and will be computed
           on a basis consistent with the rates in the above tables.




















<PAGE> 63
<PAGE>


                   Aetna Life Insurance and Annuity Company

                          TRANSFER CREDIT ENDORSEMENT

The Contract or Certificate is hereby endorsed as follows:

Add  the  following  statement  to  the  end  of  Section  3.02  entitled  Net
Contribution(s):

Transferred Assets are the value of  prior contributions into an existing Plan
which are  deposited into this Contract as of the  date the amount is received
in  good order  by Aetna. Transferred  Assets, less  any premium  tax, will be
allocated  to Participant  Individual Accounts  in amounts  authorized by  the
Participant. 

Where Aetna is the exclusive 403(b) Plan provider, Aetna will apply a Transfer
Credit  equal to [2%]  of Transferred Assets  deposited into  the Contract and
allocated  to Individual Accounts. The Transfer Credit amount is calculated as
of the one  year anniversary of a Participant's first  Net Contribution to the
Contract. The  calculation for any Transfer Credit amount will be based on the
total amount of Transferred Assets remaining  in Individual Accounts as of the
calculation date.

The Transfer  Credit amount will be  allocated to the Fixed  Plus Account. The
amount will  include the  Transfer Credit  plus any interest  that would  have
accrued had the Transfer  Credit actually been deposited  into the Fixed  Plus
Account  on the  first  business  day of  the  calendar  month following  it's
calculation.

Transfer  Credit will not be  applied to assets  transferred into the Contract
from existing Aetna Contracts.  Only Net Contributions not previously  held by
Aetna Life Insurance and Annuity Company are eligible for Transfer Credit.

Endorsed and made a part of the Contract or Certificate  on the effective date
of the Contract.


























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<PAGE>



































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<PAGE>



































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<PAGE> 66
<PAGE>



                                 [Aetna Logo]

                    Aetna Life Insurance and Annuity Compan

                      Home Office:  151 Farmington Avenue
                          Hartford, Connecticut 06156
                                (800) 525-4225


                     Certificate of Group Annuity Coverage


ALL  PAYMENTS AND  VALUES PROVIDED BY  THE CONTRACT, WHEN  BASED ON INVESTMENT
EXPERIENCE OF  A SEPARATE ACCOUNT, ARE  VARIABLE AND ARE NOT  GUARANTEED AS TO
FIXED  DOLLAR AMOUNT.   THIS  CERTIFICATE CONTAINS  A MARKET  VALUE ADJUSTMENT
FORMULA.  APPLICATION OF A  MARKET VALUE  ADJUSTMENT MAY  RESULT IN  EITHER AN
INCREASE  OR  DECREASE IN  THE  CURRENT VALUE.    THE MARKET  VALUE ADJUSTMENT
FORMULA DOES NOT APPLY TO A GUARANTEED TERM AT THE TIME OF ITS MATURITY.










































<PAGE> 67
<PAGE>









Exhibit 99-B4.5




















































            <PAGE> 1
<PAGE>








                   Aetna Life Insurance and Annuity Company

                                 ENDORSEMENT 

The Contract  and Certificate are hereby endorsed as follows:

1.  This endorsement applies only  to Individual Accounts established with Net
Contributions from exchanged Aetna contracts.

2.   The Guaranteed  Interest Rate section  of the Specifications  is replaced
with the following:
  There  is a guaranteed interest rate for  Contributions(s) held in the Fixed
Plus Account, the Fixed Account and the GA Account (see Contract Schedule I).

3.  Add the following section to Contract Schedule I:

      Fixed Account
- ------------------------------------------------------------------------------
      Minimum Guaranteed Interest Rate:
                         [3%] (effective annual rate of return).

4.   Replace  the  section  entitled Separate  Account  and GA  Account  under
Contract Schedule I with the following:

      Separate Account, Fixed Account and GA Account
- -----------------------------------------------------------------------------
      Withdrawal Fee:

            For each withdrawal from an Individual Account, the Withdrawal Fee
            will  vary according  to  the number  of  purchase payment  cycles
            completed  for  the Individual  Account  being  surrendered.   The
            number and  amount of purchase payments  to be made in  a cycle is
            chosen  by the Participant.  A purchase payment cycle is completed
            when this  chosen number and amount of purchase payments have been
            made.  The number of purchase  payment cycles completed may not be
            greater  than  the  number of  whole  years  since  the Individual
            Account was  established under this  or any other  exchanged Aetna
            contract.  The number of purchase  payment cycles completed equals
            the total  number completed under  this contract  and under  other
            Aetna contracts from which Net Contributions to this Contract have
            been transferred from (exchanged contracts).  For each withdrawal,
            the fee will be as follows:


               Number of Purchase Payment Cycles Completed        Withdrawal
            Fee

               Fewer than 5                                       5%
               5 or more, but fewer than 7                        4%
               7 or more, but fewer than 9                        3%

            <PAGE> 2
<PAGE>






               9 or more, but fewer than 10                       2%
               10 or more                                         0%



















































            <PAGE> 3
<PAGE>






            For each withdrawal from an Individual Account maintained pursuant
to a lump-sum payment, the Withdrawal Fee will vary according to the period of
time between the Effective  Date of the Individual Account under your previous
exchanged Aetna contract and the date of withdrawal as follows:

                  If Period of Time is                            Withdrawal
Fee
                  Fewer than 5 years                              5%
                  5 or more, but fewer than 6 years               4%
                  6 or more, but fewer than 7 years               3%
                  7 or more, but fewer than 8 years               2% 
                  8 or more, but fewer than 9 years               1% 
                  9 or more years                                 0%

                      The withdrawal fee will not be deducted from any portion
                  of the Individual Account Current Value which is paid:


               -  Due  to  the  Participant's  death before  Annuity  payments
                  begin;
               -  Used to purchase Annuity benefits;
               -  Due to the election of the  Estate Conservation Option (ECO)
                  or the Systematic Withdrawal Option (SWO) (see Section IV);
               -  In an amount equal to  or less than [10%] of  the Individual
                  Account  Current  Value,  as   part  of  the  first  partial
                  withdrawal request in  a calendar year to  a Participant who
                  is at least age 59 1/2 and less than 70 1/2.  The Individual
                  Account  Current  Value is  calculated  as of  the  date the
                  partial  withdrawal request  is  received in  good order  at
                  Aetna's  Home  Office.    Any  outstanding  loans  from  the
                  Individual  Account  are   excluded  when  calculating   the
                  Individual Account  Current Value.  This  provision does not
                  apply to partial  withdrawal due to loan defaults  made from
                  the Individual Account and does not apply to full withdrawal
                  requests.  This  provision may  not be exercised  if SWO  is
                  elected;
               -  When the Individual Account(s)  Current Value is [$3,500] or
                  less  and no amount  has been withdrawn, taken  as a loan or
                  used  to purchase  Annuity  benefits during  the prior  [12]
                  months;
               -  To relieve  a Participant's "financial hardship,"  as may be
                  allowed for  Annuity contracts  under Section 403(b)  of the
                  Code or  other applicable Internal Revenue  Service rules or
                  regulations; or
               -  On account  of a Participant's separation  from service. The
                  Contract  Holder must  submit documentation  satisfactory to
                  Aetna to confirm that the Participant is no longer providing
                  services to the employer.
               -  The Withdrawal Fee  will never  exceed 8 1/2%  of the  total
                  Contributions made to the Individual Account.



            <PAGE> 4
<PAGE>






5.   Replace the section entitled Separate  Account, GA Account, and the Fixed
Plus Account with the following:

      Separate Account, GA Account, Fixed Account and Fixed Plus Account
- ------------------------------------------------------------------------------

      Transfers:
            An  unlimited  number   of  Transfers  may  be   made  during  the
            Accumulation Period.
      Maintenance Fee:
            An annual Maintenance  Fee may  be charged, as  determined by  the
            value of  total assets held   by  Aetna  under  this Contract  and
            other  Aetna contracts of the same class, on each anniversary date
            of this Contract. The Maintenance Fee may go up or down each year.
            Where applicable,  the Maintenance  Fee will be  charged for  each
            Participant in the Contract.

               Total Assets                                       Maintenance
Fee
 
               Less than    $  500,000                            $25.00
               500,000   -   1,000,000                            $25.00
               1,000,001 -   5,000,000                            $25.00
               5,000,001 -  15,000,000                            $25.00
               Greater than 15,000,000                            $25.00

               Initial charges  will be  based on  Aetna's estimated  year end
               asset level for the Contract Holder.

      Systematic Withdrawal Option (SWO):
            The Specified Payment or  Specified Percentage may not  be greater
            than 20% of the Individual Account's Current  Value at the time of
            election. The Specified Period may not be less than 5 years.

      Loan Interest Rate:
            a) Plans  subject to ERISA:   a Loan  Interest Rate is  set on the
               first business day  of each month.  For each  loan, the initial
               Loan Interest Rate is equal  to the Monthly Average  Corporates
               for  the  calendar  month  beginning   two  months  before  the
               calendar month  in which the  Loan Effective Date  occurs.  The
               initial Loan Interest  Rate is  effective for a  period of  not
               less than three  months and not more than one year.  The period
               is specified in the loan agreement.   For each period, the Loan
               Interest Rate  is adjusted if  the new rate is  at least [0.5%]
               higher  or lower than  the previous rate.  The Participant will
               receive  reasonable notification  of  any  change to  the  Loan
               Interest Rate.

            b) Plans not subject  to ERISA:  [6%] on an annual basis.

                  See Section I. - DEFINITIONS for explanations. 


            <PAGE> 5
<PAGE>






6.   Replace the section entitled Annuity  Option 2 under Contract Schedule II
with the following:

      Annuity Option 2:
            For amounts invested  in the  Fixed Account, GA  Account or one or
            more of  the Fund(s), the number  of years must be  at least [five
            (5)]  and not  more than [thirty  (30)] and  the Annuity  may be a
            Fixed or Variable Annuity.

            For  amounts invested  in the  Fixed Plus  Account, the  number of
            years must be at least [five  (5)] and not more than [thirty (30)]
            and the Annuity must be a Fixed Annuity.

7.  Add the following Definition:
            Fixed Account:
               An accumulation option with a  guaranteed minimum interest rate
               shown on the  Contract Schedule  I. Aetna may  credit a  higher
               rate which is not guaranteed.

8.  Replace the definition entitled Current Value with the following:
            Current Value:

               For an Individual Account, the Current Value is the total of:
               a)    The amount,  if any,  in  the  Fixed Plus  Account,  with
                     interest earned to date;
               b)    The  amount, if  any, in  the GA  Account, with  interest
                     earned to date;
               c)    The amount, if any  in the  Fixed Account, with  interest
                     earned to date; and 
               d)    The value  of all Fund  Record Units, if  any, as  of the
                     most recent Valuation Period; plus
               e)    Any amount due to experience credits; less
               1     Any Maintenance Fee(s) due.

9.  Replace the definition entitled Transfer with the following:

            Transfer:
                  The  movement  of  invested   amounts  among  the  available
                  Fund(s), the Fixed  Plus Account, the Fixed  Account and the
                  GA Account during the Accumulation Period.

10.  Replace the section entitled Net Contributions with the following:

            Net Contribution(s):
               The Net  Contribution equals the  actual Contribution  less any
               applicable  premium  tax.  Generally,  Aetna  will  deduct  the
               premium tax  when Annuity benefits  are purchased  (See Section
               V). If  Aetna determines  that under  applicable state law,  it
               must pay  a premium tax  when the Contribution  is received, or
               at any other  time, it may deduct the tax at that time. The Net
               Contribution(s)   may   be   allocated   among  the   following
               investment options:

            <PAGE> 6
<PAGE>






                  1  The Fixed Plus Account; and
                  2  The  current Deposit Period(s) for Guaranteed Terms under
                     the GA Account; and
                  3  The Fund(s) in which the Separate Account invests.


                  The Fixed Account is an investment option available only for
                  Net Contributions previously allocated  to the Fixed Account
                  under Aetna contracts that are exchanged into this Contract.


                  The Contract  Holder must tell  Aetna the percentage  of all
                  Net  Contributions  to  allocate  to  one  or  more  of  the
                  investment options. The Contract  Holder or, if permitted by
                  the  Contract   Holder,  the  Participant  may   change  the
                  allocation of future Net  Contributions at any time, without
                  charge.  Aetna  reserves  the  right to  require  a  minimum
                  Contribution amount per Individual Account.

11.  Replace the section entitled Transfer(s) with the following:

            Transfer(s):
               Before an Annuity option is elected, all or any portion of  the
               Adjusted  Current  Value  of  the  Individual  Account  may  be
               transferred from any Fund, or the GA Account:
               1  To any other allowable Fund; or 
               2  To the Fixed Plus Account; or 
               3  To  any Guaranteed Term of  the GA Account  with a different
                  classification available in the current Deposit Period.

               No Transfers will be allowed into the Fixed Account.

               Transfer requests  can be  submitted as  a percentage  or as  a
               dollar amount. Aetna  may establish a minimum  transfer amount.
               Within   a   Guaranteed   Term   classification,   the   amount
               transferred will be  withdrawn from the oldest  Deposit Period,
               then  from  the  next  oldest,  and  so  on  until  the  amount
               requested is satisfied.

               Amounts applied to Guaranteed  Terms of the GA Account  may not
               be  transferred  to the  Funds, the  Fixed  Plus Account  or to
               another  Guaranteed Term during  the Deposit Period  or 90 days
               after the close of  the Deposit Period except for  Matured Term
               Value(s)  during  the  calendar  month  following  the   Term's
               Maturity Date.
               Transfers from Guaranteed  Terms of the GA  Account are subject
               to the MVA provisions of 3.08.

               Each Calendar year, 10% of the Current Value  held in the Fixed
               Account may  be transferred  to any  Fund(s) and/or  to the  GA
               Account's then-current Deposit  Period.  Such transfer  will be
               without  charge  and will  not  be  allowed  under  an  Annuity

            <PAGE> 7
<PAGE>






               Option.   Transfers will be permitted to the Fixed Plus Account
               without regard  to these limitations.  At its discretion, Aetna
               may  allow Contract  Holders to  transfer  a larger  percentage
               and/or take  multiple transfers in  a calendar year.   If Aetna
               so allows,  Aetna reserves the right  to reinstate the transfer
               limitations without notice.

               During each rolling  twelve (12) month period, up to 20% of the
               Current   Value  held  in   the  Fixed  Plus   Account  may  be
               transferred to  one  or  more of  the  Fund(s), and/or  the  GA
               Account's   then-current  Deposit  Period.  The  20%  limit  is
               reduced by  any partial withdrawals,  loans or amounts  used to
               purchase an Annuity during the twelve  (12) month period. Aetna
               reserves the  right to include  amounts paid under  ECO and SWO
               provisions  for purposes of applying this 20% limit. This limit
               is waived when the balance in the Fixed  Plus Account is $1,000
               or less on  the date the  Transfer request is received  in good
               order at Aetna's Home Office.

               The Contract  Holder, or Participant  if authorized  in writing
               by  the  Contract  Holder,  may make  an  unlimited  number  of
               Transfers during the Accumulation Period.

12.   Replace  the section  entitled Notice  to the  Contract Holder  with the
following:

      Notice to the Contract Holder:
            Each year, Aetna will notify the Contract Holder of:
            1  The value of any amounts held in: 
               1)    The Fixed Plus Account, 
               2)    The GA Account, 
               3)    The Fixed Account,
               4)    The Fund(s) for the Separate Account; 

            a) The number of any Fund record units; 
               1  The Fund record unit Value(s); 
               2  The Loan Account balance; and 
               3  The amount available for withdrawal.

               This information  will be as of a date  no more than sixty (60)
               days before the date of the notice.

13.  Replace the section entitled Withdrawal Value with the following:

            Withdrawal Value: 

               After  deduction of  the Maintenance Fee  (if any),  the amount
               payable  by  Aetna upon  the withdrawal  of  any portion  of an
               Individual Account from the  Fund(s), the Fixed Account or  the
               GA  Account   shall  be  reduced   by  a  Withdrawal   Fee,  if
               applicable. The Withdrawal Fee  will be in accordance  with the
               Withdrawal Fee table in Contract Schedule I.

            <PAGE> 8
<PAGE>






               No Withdrawal Fee is  deducted from any portion of  the Current
               Value which is paid from the Fixed Plus Account.

               For a partial or  full withdrawal from any Individual  Account,
               Aetna must receive  written direction from the  Contract Holder
               on a form  acceptable to Aetna.  If the Contract is  subject to
               ERISA, this  direction must include  certification that  all of
               the  REA waiver  and  spousal  consent requirements  have  been
               satisfied.  Aetna may  defer payment  of  the withdrawal  value
               until appropriate Contract Holder certification is received.

14.   Replace the section entitled  Withdrawal Fee Applicable to  Funds and GA
Account  with the following:

      Withdrawal Fee Applicable to Funds, the Fixed Account and GA Account:

            A Withdrawal Fee (Deferred Sales  Charge) may apply to withdrawals
            from  the GA  Account, the  Fixed Account  and/or Funds.  For each
            withdrawal, the  withdrawal fee  will  be determined  as shown  on
            Contract Schedule I.

            During  each rolling  12-month period,  up to  20% of  the Current
            Value in  the Fixed  Plus Account may  be withdrawn  as a  partial
            surrender. This 20% limit is reduced by any amount(s) transferred,
            taken as a loan or used to purchase an Annuity during the 12 month
            period. The  20% limit applicable  to partial surrenders  from the
            Fixed  Plus Account will be  waived when the  partial surrender is
            due to one of the conditions set forth in Contract Schedule I. The
            waiver will apply provided the partial surrender is taken pro-rata
            from  the Fixed  Plus Account,  the GA  Account, and  the Fund(s).
            Aetna reserves the right to include amounts paid under the ECO and
            SWO provisions  for purposes of  applying the 20%  limit. However,
            the  SWO  provision is  not available  if  the Contract  Holder on
            behalf of the  Participant requested a Fixed Plus Account Transfer
            or surrender within the current 12 month period.

15.   Replace  the fourth  sentence of the section entitled Reinstatement with
the following:

      Amounts will be reinstated among the Fixed Plus Account, the GA Account,
      the Fixed  Account and/or  the Fund(s) for  the Separate Account  in the
      same proportion as they were at the time of withdrawal.

16.   Replace a) under  the section  entitled Estate Conservation Option  with
the following:

      1        With the  Estate Conservation  Option (ECO)  a  portion of  the
               Individual  Account Current Value  is automatically surrendered
               and distributed each  year without incurring a  Withdrawal Fee.
               Each payment  will be withdrawn from  the Individual Account in
               the same proportion  as assets  are held in  the Funds, the  GA


            <PAGE> 9
<PAGE>






               Account, the  Fixed Account and  the Fixed Plus  Account on the
               date the payment is made.

17.  Replace a) under  the section entitled Systematic Withdrawal Option  with
the following:

            2  With the Systematic  Withdrawal Option (SWO)  a portion of  the
               Individual Account  Current Value is  automatically distributed
               each year  without incurring  a Withdrawal  Fee. A  SWO payment
               will be calculated  on the Individual Account's  Current Value.
               Each payment will be withdrawn  from the Individual Account  in
               the same  proportion as  assets are held  in the Funds,  the GA
               Account,  the Fixed Account  and the Fixed Plus Account  on the
               date the payment is made. SWO payments  may not be elected if a
               loan is outstanding under an Individual Account.


                                                                  /s/ 
                                                                  President


































            <PAGE> 10
<PAGE>









   Exhibit 99-B4.6




















































            <PAGE> 1
<PAGE>






                      Aetna Life Insurance Annuity Company

                                   ENDORSEMENT

   The Contract and Certificate are hereby endorsed as follows:

   1. This endorsement  applies only  to Individual Accounts  established with
   Net Contributions from exchanged Aetna contracts.

   2. The Guaranteed  Interest Rate section of the  Specifications is replaced
   with the following:

      There is a guaranteed interest rate for Contribution(s)held in the Fixed
      Plus  Account,  the  Fixed Account  and  the  GA  Account (see  Contract
      Schedule I).

   3. Add the following section to Contract Schedule I:


      Fixed Account
      -------------------------------------------------------------
            Minimum Guaranteed Interest Rate:

               [3%] (effective annual rate of return).

   4. Replace  the section  entitled  Separate Account  and  GA Account  under
   Contract Schedule I with the following:

      Separate Account, Fixed Account and GA Account
      -------------------------------------------------------------
            Withdrawal Fee:

               For each withdrawal from an  Individual Account, the Withdrawal
               Fee  will  vary according  to  the number  of  purchase payment
               cycles completed for the Individual Account  being surrendered.
               The number  and amount  of purchase  payments to be  made in  a
               cycle is chosen  by the Participant,  A purchase payment  cycle
               is  completed when  this chosen number  and amount  of purchase
               payments  have  been made.    The  number of  purchase  payment
               cycles completed  may not be  greater than the  number of whole
               years since the  Individual Account was established  under this
               or any  other exchanged Aetna contract.  The number of purchase
               payment  cycles completed  equals  the  total number  completed
               under this contract and under  other Aetna contracts from which
               Net Contributions to  this Contract have been  transferred from
               (exchanged contracts).   For each withdrawal,  the fee will  be
               as follows:

               Number of Purchase Payment Cycles Completed        Withdrawal
            Fee

               Fewer than 5                                       5%

            <PAGE> 2
<PAGE>






               5 or more, but fewer than 7                        4%
               7 or more, but fewer than 9                        3%
               9 or more, but fewer than 10                       2%
               10 or more                                         0%














               For  each  withdrawal  from  an Individual  Account  maintained
               pursuant to  a lump-sum payment,  the Withdrawal Fee  will vary
               according to the period  of time between the Effective  Date of
               the  Individual Account  under  your  previous exchanged  Aetna
               contract and the date of withdrawal as follows:

               If Period of Time is                               Withdrawal
      Fee

               Fewer than 5 years                                 5%
               5 or more, but fewer than 6 years                  4%
               6 or more, but fewer than 7 years                  3%
               7 or more, but fewer than 8 years                  2%
               8 or more, but fewer than 9 years                  1%
               9 or more years                                    0%

               The withdrawal fee  will not  be deducted from  any portion  of
               the Individual Account Current Value which is paid:

               -  Due to the Participants death before Annuity payments begin;
               -  Used to purchase Annuity benefits;
               -  Due to the election of the  Estate Conservation Option (ECO)
                  or the Systematic Withdrawal Option (SWO) (See Section IV);
               -  In an amount  equal to or less than [10%]  of the Individual
                  Account  Current  Value,  as   part  of  the  first  partial
                  withdrawal request in  a calendar year to  a Participant who
                  is at least age 59  1/2 ad less than 70 1/2.  The Individual
                  Account  Current  Value is  calculated  as of  the  date the
                  partial  withdrawal request  is  received in  good order  at
                  Aetna's  Home  Office.    Any  outstanding  loans  from  the
                  Individual  Account  are   excluded  when  calculating   the
                  Individual Account  Current Value.  This  provision does not
                  apply to partial  withdrawal due to loan defaults  made from
                  the Individual Account and does not apply to full withdrawal

            <PAGE> 3
<PAGE>






                  requests.  This  provision may  not be exercised  if SWO  is
                  elected;
               -  When the Individual Account(s)  Current Value is [$3,500] or
                  less and  no amount has been  withdrawn, taken as a  loan or
                  used  to purchase  Annuity  benefits during  the prior  [12]
                  months;
               -  To relieve  a Participant's "financial hardship,"  as may be
                  allowed for  Annuity contracts  under Section 403(b)  of the
                  Code or  other applicable internal revenue  Service rules or
                  regulations; or
               -  On account  of a Participant's separation  from service. The
                  Contract  Holder must  submit documentation  satisfactory to
                  Aetna to confirm that the Participant is no longer providing
                  services to the employer.
               -  The Withdrawal Fee  will never  exceed 8 1/2%  of the  total
                  Contributions made to the Individual Account.

   5. Replace the section entitled Separate Account, GA Account, and the Fixed
   Plus Account with the following:

      Separate Account, GA Account, Fixed Account and Fixed Plus Account
      -------------------------------------------------------------
            Transfers:

            An   unlimited  number  of  Transfers   may  be  made  during  the
            Accumulation Period.



            Maintenance Fee:

               An annual  Maintenance Fee may be charged, as determined by the
               value of total  assets held  by Aetna under  this Contract  and
               other Aetna contracts  of the same  class, on each  anniversary
               date of this Contract.   the Maintenance Fee may go  up or down
               each year.    Where applicable,  the  Maintenance Fee  will  be
               charged for each Participant in the Contract.

               Total Assets                                       Maintenance
                                                                  Fee
    
               Less than    $  500,000                            $25.00
               500,000   -   1,000,000                            $25.00
               1,000,001 -   5,000,000                            $25.00
               5,000,001 -  15,000,000                            $25.00
               Greater than 15,000,000                            $25.00

               Initial charges  will be  based on  Aetna's estimated year  end
               asset level for the Contract Holder.

            Systematic Withdrawal Option (SWO):


            <PAGE> 4
<PAGE>






               The Specified Payment or Special Percentage may not be  greater
               than 20%  of the Individual Account's Current Value at the time
               of  election.   The Specified  Period may  not be  less  than 5
               years.
    
            Loan Interest Rate:

               a)    Plans subject  to ERISA: a Loan  Interest Rate  is set on
                     the first business  day of each month. For each loan, the
                     initial  Loan  Interest  rate is  equal  to  the  Monthly
                     Average Corporates for  the calendar month  beginning two
                     months  before  the  calendar month  in  which  the  Loan
                     Effective Date  occurs.  The  initial Loan Interest  Rate
                     is effective for a period  of not less than  three months
                     and not more than  one year.  The period is  specified in
                     the  loan agreement.  For each  period, the Loan Interest
                     Rate  is adjusted  if  the new  rate  is at  least [0.5%]
                     higher or lower  than the previous rate.  The Participant
                     will  receive  reasonable notification  of any  change of
                     the Loan Interest rate.

               b)    Plans not subject to ERISA: [6%] on an annual basis.

            See Section I. - DEFINITIONS for explanations.

   6. Replace the section entitled Annuity Option 2 under Contract Schedule II
   with the following:

      Annuity Option 2:

            For amounts  invested in the Fixed  Account, GA Account or  one or
            more of  the Fund(s), the number  of years must be  at least [five
            (5)] and  not more than  [thirty (3))]  and the Annuity  may be  a
            Fixed or Variable Annuity.

            For  amounts invested  in the  Fixed Plus  Account, the  number of
            years must be  at least [five(5)] and not more  than [thirty (30)]
            and the Annuity must be a Fixed Annuity.

   7. Add the following Definition:

            Fixed Account:
               An accumulation option with a  guaranteed minimum interest rate
               shown on  the Contract Schedule  I.  Aetna may  credit a higher
               rate which is not guaranteed.

   8. Replace the definition entitled Current Value with the following:

            Current Value:

            For an Individual Account, the Current Value is the total of:


            <PAGE> 5
<PAGE>






            a) The amount,  if any, in  the Fixed Plus  Account, with interest
            earned to date;
            b) The amount, if any,  in the GA Account, with interest earned to
            date;
            c) The amount  if any in  the Fixed Account,  with interest earned
            to date; and
            d) The  value of  all Fund Record  Units, if  any, as of  the most
            recent Valuation Period; plus
            e) Any amount due to experience credits; less
            f) Any Maintenance Fee(s) due.

   9. Replace the definition entitled Transfer with the following:

      Transfer:

            The movement of  invested amounts among the available Fund(s), the
            Fixed  Plus Account, the Fixed  Account and the  GA Account during
            the Accumulation Period.

   10.  Replace the section entitled Net Contributions with the following:

            Net Contribution(s):

               The Net  Contribution equals the  actual Contribution  less any
               applicable  premium  tax.  Generally,  Aetna  will  deduct  the
               premium tax  when Annuity benefits  are purchased  (See Section
               V). If  Aetna determines  that under  applicable state  law, it
               must pay  a premium tax  when the Contribution  is received, or
               at any  other time, it may deduct the tax at that time. The Net
               contribution(s)   may   be   allocated   among  the   following
               investment options:

               a)    The Fixed Plus Account; and
               b)    The current Deposit  Period(s) for Guaranteed terms under
                     the GA Account; and
               c)    The Fund(s) in which the Separate Account invests.

               The Fixed  Account is an  investment option available  only for
               Net Contributions  previously allocated  to  the Fixed  Account
               under Aetna contracts that are exchanged into this Contract.

               The Participant  must  tell Aetna  the  percentage of  all  Net
               Contributions  to allocate  to one  or more  of  the investment
               options. The  Participant may change  the allocation  of future
               Net Contributions at any time, without charge.   Aetna reserves
               the  right  to  require  a   minimum  Contribution  amount  per
               Individual Account.

   11.  Replace the section entitled Transfer(s) with the following:

            Transfer(s):


            <PAGE> 6
<PAGE>






               Before an Annuity option is elected, all or any portion of  the
               Adjusted  Current  Value  of  the  Individual  Account  may  be
               transferred from any Fund, or the GA Account:

               a)    To any other allowable Fund; or
               b)    To the Fixed Plus Account; or
               c)    To  any  Guaranteed  Term   of  the  GA  Account  with  a
                     different   classification   available  in   the  current
                     Deposit Period.

               No Transfers will be allowed into the Fixed Account.

               Transfer requests  can be  submitted as  a percentage  or as  a
               dollar amount.  Aetna may establish a minimum  transfer amount.
               Within   a   Guaranteed   Term   classification,   the   amount
               transferred will be  withdrawn from the oldest  Deposit Period,
               then  from  the  next  oldest,  and  so  on  until  the  amount
               requested is satisfied.

               Amounts applied to Guaranteed  Terms of the GA Account  may not
               be  transferred  to the  Funds, the  Fixed  Plus Account  or to
               another Guaranteed Term  during the Deposit  Period or 90  days
               after the close of  the Deposit Period except for  Matured Term
               Value(s)  during  the  calendar   month  following  the  Term's
               Maturity Date.

               Transfers from  the  Guaranteed Terms  of  the GA  Account  are
               subject to the MVA provisions of 3.08.

               Each Calendar year,  10% of the Current Value held in the Fixed
               Account may  be transferred  to any  Fund(s) and/or  to the  GA
               Account's then-current Deposit  Period.  Such transfer  will be
               without  charge  and will  not  be  allowed  under the  Annuity
               Option.   Transfers will be permitted to the Fixed Plus Account
               without regard to these limitations.   At its discretion, Aetna
               may  allow Contract  Holders to  transfer  a larger  percentage
               and/or take  multiple transfers in  a calendar year.   If Aetna
               so allows, Aetna reserves the  right to reinstate the  transfer
               limitations without notice.

               During each rolling  twelve (12) month period, up to 20% of the
               Current   Value  held  in   the  Fixed  Plus   Account  may  be
               transferred to  one  or  more of  the  Fund(s), and/or  the  GA
               Account's  then-current  Deposit  Period.  The  20%  limit   is
               reduced  by any partial  withdrawals, loans or  amounts used to
               purchase an Annuity during the twelve (12) month period.  Aetna
               reserves the  right to include  amounts paid under  ECO and SWO
               provisions for purposes of applying  this 20% limit. This limit
               is waived when the balance in the Fixed  Plus Account is $1,000
               or less on  the date the  Transfer request is received  in good
               order at Aetna's Home Office.


            <PAGE> 7
<PAGE>






               The  Participant may  make  an  unlimited number  of  Transfers
               during the Accumulation Period.

   12.   Replace  the  section entitled  Notice  to the  Participant  with the
   following:

            Notice to the Participant:

               Each year, Aetna will notify the Participant of:

               a)    The value of any amounts held in:

                     1) The Fixed Plus Account,
                     2) The GA Account,
                     3) The Fixed Account,
                     4) The Fund(s) for the Separate Account;

               b)    The number of any Fund record units;
               c)    The Fund record unit Value(s);
               d)    The Loan Account balance; and
               e)    The amount available for withdrawal.

               This information will be  as of a date no more  than sixty (60)
               days before the date of notice.

   13.  Replace the section entitled Withdrawal Value with the following:

            Withdrawal Value:

               After deduction  of the  Maintenance Fee  (if any), the  amount
               payable  by  Aetna upon  the withdrawal  of  any portion  of an
               Individual Account  from the Fund(s), the  Fixed Account or the
               GA   Account  shall  be   reduced  by  a   Withdrawal  Fee,  if
               applicable.  The Withdrawal fee will be  in accordance with the
               Withdrawal Fee table in Contract Schedule I.

               No Withdrawal Fee is  deducted form any portion of  the Current
               Value which is paid from the Fixed Plus Account.

               For a partial or  full withdrawal from any Individual  Account,
               Aetna must receive written directorion  from the Participant on
               a form  acceptable to Aetna.   Aetna may  defer payment  of the
               withdrawal value until appropriate certification is received.

   14.  Replace the section entitled Withdrawal Fee Applicable to Funds and GA
   Account with the following:

            Withdrawal  Fee Applicable  to  Funds, the  Fixed  Account and  GA
   Account:

               A  Withdrawal  Fee   (Deferred  Sales  Charge)  may   apply  to
               withdrawals  from the  GA  Account,  the Fixed  Account  and/or

            <PAGE> 8
<PAGE>






               Funds.    For  each  withdrawal,  the  withdrawal  fee  will be
               determined as shown on Contract Schedule I.

               During each rolling 12-month  period, up to 20% of  the Current
               Value in the Fixed Plus  Account may be withdrawn as a  partial
               surrender.  This  20%   limit  is  reduced  by   any  amount(s)
               transferred, taken as  a loan  or used to  purchase an  Annuity
               during the  12 month  period.   The 20%    limit applicable  to
               partial  surrenders form the Fixed  Plus Account will be waived
               when the partial surrender is due to  one of the conditions set
               forth in  the  Contract  Schedule I.    The waiver  will  apply
               provided  the partial  surrender  is  taken pro-rata  form  the
               Fixed Plus Account,  the GA  Account, and the  Fund(s).   Aetna
               reserves the  right to include  amounts paid under  the ECO and
               SWO  provisions  for  purposes  of   applying  the  20%  limit.
               However, the SWO  provision is not available if the Participant
               requested a  Fixed Plus  Account Transfer  or surrender  within
               the current 12 month period.

   15.  Replace the fourth sentence of the section entitled Reinstatement with
   the following:

               Amounts will  be reinstated among  the Fixed Plus  Account, the
               GA Account, the Fixed  Account and/or Fund(s) for  the Separate
               Account in  the same  proportion as  they were at  the time  of
               withdrawal.

   16.  Replace a) under the section entitled Estate  Conservation Option with
   the following:

               a)    With the  Estate Conservation Option  (ECO) a portion  of
                     the  Individual Account  Current  Value is  automatically
                     surrendered and  distributed each  year without incurring
                     a Withdrawal  Fee. Each  payment will  be withdrawn  form
                     the Individual Account  in the same proportion  as assets
                     are held in  the Funds, the GA Account, the Fixed Account
                     and the Fixed  Plus Account on  the date  the payment  is
                     made.

   17.   Replace a) under  the section entitled  Systematic Withdrawal  Option
   with the following:

               a)    With the Systematic Withdrawal Option (SWO)  a portion of
                     the  Individual Account  Current  Value is  automatically
                     distributed  each  year  without  incurring a  Withdrawal
                     Fee.  A  SWO payment will be calculated on the Individual
                     Account's Current Value.  Each payment  will be withdrawn
                     from the  Individual Account  in the  same proportion  as
                     assets are held in the  Funds, the GA Account,  the Fixed
                     Account and  the  Fixed  Plus  Account on  the  date  the
                     payment  is made.  SWO  payments may not  be elected if a
                     loan is outstanding under an Individual Account.

            <PAGE> 9
<PAGE>










                        /s/ Daniel P. Kearney
                        President















































            <PAGE> 10
<PAGE>









  Exhibit 99B4.7




















































          <PAGE> 1
<PAGE>






                            ENDORSEMENT

       The  Contract  and  Certificate  are  hereby  endorsed  as

  follows:

  1.   Replace "Code Section  403(b)" in Section 1.32  with "Code

       Section 401(a)"

  2.   Add the following to Section 2.4:

       c)   Any  payment(s)  made under  this  Contract  to other

       than  the Contract Holder must  be in  compliance with the

       provisions of the waiver and  spousal consent requirements

       of Code Section 417,  if applicable.  At the time  payment

       is requested  by the Contract  Holder, Aetna will  require

       the Contract Holder to certify that the payment option  is

       elected in compliance with such  requirements or that such

       requirements do  not apply, and  that the distribution  is

       in accordance with the terms of the Plan.

  3.   Replace  the third  paragraph  of  Section 2.06  with  the

  following:

       The Contract  Holder may, by  written direction to  Aetna,

       allow  Participants to  select  the investment  options of

       the  Employer Account  and/or the  Employee  Account.   No

       distributions will  be made from  the Employer Account  or

       the  Employee Account  without the  Contract Holder's  and

       Participant's   written   direction   to   Aetna,   unless

       otherwise  directed by  the Plan.    Participants have  no

       rights to direct Aetna  as to payments under the  Contract

       unless countersigned by the Contract Holder.


          <PAGE> 2
<PAGE>






  4.   Replace b) under Section 2.06 with the following:

       Waiver/Consent Requirements:

       With respect to any distribution made from an Employee  or

       Employer  Account,  the  Contract Holder  must  certify in

       writing  that  all  the  appropriate  waiver  and  spousal

       consent requirements  of Code  Section 417  have been  met

       and that the distribution is in accordance  with the terms

       of the Plan.

  5.   Replace the first  sentence of c) under Section  2.06 with

  the following:

       The Participant  has a nonforfeitable  right to the  value

       of his  or her Employee  Account pursuant to  the terms of

       the Plan as interpreted by the Contract Holder.

  6.   Replace Section 3.03 with the following:

       The   Plan  or   the   Contract   Holder  shall   have   a

       responsibility  for  determining  and ensuring  compliance

       with  the  applicable  limitations  under  Code   Sections

       401(a)(17),  401(k), 401(m),  402(g), 415  ,  416 and  any

       other relevant Code provisions.

  7.   Replace Section 3.10 with the following:

       Loans  will not  be permitted  under  Code Section  401(a)

  Plans.

  8.   Replace b) under Section 3.11 with the following:

       b)   Generally, the  distribution of  benefits must  begin

       April 1 of the  calendar year following the calendar  year

       in which  the Participant attains  age 70  1/2.   However,


          <PAGE> 3
<PAGE>






       for a Participant  who attained age 70  1/2 before January

       1,  1988, the  distribution of  benefits must  be made  or

       must begin  no later  than April  1 of  the calendar  year

       following thecalendar yearin which theParticipant retires.

       The  above does  not  apply if  the  Contract Holder  is a

       governmental  entity or  a church.    For Participants  of

       such an  employer, the  distribution of  benefits must  be

       made or must begin not later than  April 1 of the calendar

       year following the calendar year  in which the Participant

       attains age 70 1/2 or retires, whichever occurs later.

  9.   Replace  the  last  paragraph of  Section  3.13  with  the

  following:

       For  a partial  or  full  withdrawal from  any  Individual

       Account,  Aetna must  receive written  direction  from the

       Contract  Holder on  a  form acceptable  to  Aetna.   This

       direction  must  include certification  that  all  of  the

       waiver  and spousal  consent requirements  of Code Section

       417 have been  satisfied or that such requirements  do not

       apply, and that  the withdrawal is in  accordance with the

       terms  of  the Plan.    Aetna  may  defer  payment of  the

       withdrawal   value   until  appropriate   Contract  Holder

       certification is received.

  10.  Delete Section 3.14 in its  entirety and renumber Sections

       3.15 - 3.20 as 3.14 -319, respectively.

  11.  Delete the last three  (3) paragraphs in c) under  Section

  4.02.


          <PAGE> 4
<PAGE>






  12.  Replace g) under Section 4.02 with the following:

       g)   Election  and Revocation:   The  Contract Holder  may

       elect ECO  by submitting a  completed and signed  election

       form to  Aetna's Home  Office.  The  Contract Holder  must

       certify  in writing  that  the distribution  complies with

       the  waiver  and  spousal  consent  requirements  of  Code

       Section  417 or  that such requirements  do not apply, and

       that the distribution is  in accordance with the  terms of

       the Plan.   Once ECO  is elected, the  Contract Holder may

       revoke it by  submitting a written request to Aetna at its

       Home Office.  Any revocation  will apply  only to  amounts

       not  yet  paid.   ECO  may   be  elected  only   once  per

       Participant.

  13.  Replace g) under Section 4.03 with the following:

       g)   Election  and  Revocation: The  Contract  Holder  may

       elect SWO  by submitting a  completed and signed  election

       form to  Aetna's Home Office.   The  Contract Holder  must

       certify in  writing  that the  distribution complies  with

       the  waiver  and  spousal  consent  requirements  of  Code

       Section 417  or that such  requirements do not apply,  and

       that the  distribution is in accordance  with the terms of

       the Plan.   Once SWO  is elected, the  Contract Holder may

       revoke it by submitting a written request to  Aetna's Home

       Office.   Any  revocation will apply  only to  amounts not

       yet  paid.    Generally, SWO  may  be  elected only  once,

       however, if SWO  is elected on behalf of a Participant and


          <PAGE> 5
<PAGE>






       then revoked  before the date distributions  were required

       to begin under Code Section 401(a)(9),  SWO may be elected

       on behalf of  a spouse beneficiary  after the  death of  a

       Participant.

  14.  Replace  the second  paragraph of  b)  under Section  5.01

       with the following:

            For any election  of an Annuity option,  the Contract

            Holder must  provide  certification that  the  waiver

            and spousal consent requirements of  Code Section 417

            have been satisfied or that  such requirements do not

            apply, and  that the election  is in accordance  with

            the terms of the Plan.






























          <PAGE> 6
<PAGE>









   Exhibit-99-10.1
<PAGE>












                         Consent of Independent Auditors


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



   We consent to the use of our reports dated January 31, 1995 and February 7,
   1995 included  herein and to the  reference to our  Firm under  the caption
   "INDEPENDENT AUDITORS" in the Statement of Additional Information.

   Our report  dated  February 7,  1995 refers  to  a change  in 1993  in  the
   Company's methods of accounting for certain investments in debt and  equity
   securities and reinsurance contracts, and a change in 1992 in the Company's
   methods of accounting  for income taxes  and postretirement  benefits other
   than pensions.



                                          KPMG Peat Marwick LLP


   Hartford, Connecticut
   February 21, 1996










   <PAGE>











                                        2
<PAGE>

<PAGE>
                                                            02/07/96  16:06:34
Aetna Variable Fund (ACES ACCT C                                   HLTH150.WWO
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Gross Deposit:    1000.00
Net Deposit:      1000.00

                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                                VARHLTH                      VARHLTH                      VARHLTH
                        Nom. 30.00 M.F. (0.175%)     Nom. 25.00 M.F. (0.146%)     Nom. 20.00 M.F. (0.117%)
 # of Years           ---------------------------  ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------  ---------   ------   ------
<S>            <C>    <C>         <C>      <C>     <C>         <C>      <C>     <C>         <C>      <C>
      1        0.0%     1242.31   24.23%   24.06%    1242.31   24.23%   24.09%    1242.31   24.23%   24.11%
      3        0.0%     1326.46    9.87%    9.70%    1326.46    9.87%    9.73%    1326.46    9.87%    9.76%
      5        0.0%     1809.96   12.60%   12.42%    1809.96   12.60%   12.45%    1809.96   12.60%   12.48%
     10        0.0%     3417.34   13.08%   12.90%    3417.34   13.08%   12.93%    3417.34   13.08%   12.96%

- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00

<CAPTION>
                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                                VARHLTH                      VARHLTH                      VARHLTH
                        Nom. 15.00 M.F. (0.088%)     Nom. 12.50 M.F. (0.073%)     Nom. 10.00 M.F. (0.058%)
 # of Years           ---------------------------  ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>      <C>       <C>       <C>      <C>
      1        0.0%     1242.31   24.23%   24.14%    1242.31   24.23%   24.16%    1242.31   24.23%   24.17%
      3        0.0%     1326.46    9.87%    9.79%    1326.46    9.87%    9.80%    1326.46    9.87%    9.82%
      5        0.0%     1809.96   12.60%   12.51%    1809.96   12.60%   12.53%    1809.96   12.60%   12.54%
     10        0.0%     3417.34   13.08%   12.99%    3417.34   13.08%   13.00%    3417.34   13.08%   13.02%

- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00

<CAPTION>
                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                                VARHLTH                      VARHLTH
                        Nom.  7.50 M.F. (0.044%)     Nom.  5.00 M.F. (0.029%)
 # of Years           ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>       <C>
      1        0.0%     1242.31   24.23%   24.19%    1242.31   24.23%   24.20%
      3        0.0%     1326.46    9.87%    9.83%    1326.46    9.87%    9.85%



<PAGE>

      5        0.0%     1809.96   12.60%   12.55%    1809.96   12.60%   12.57%
     10        0.0%     3417.34   13.08%   13.03%    3417.34   13.08%   13.05%

<CAPTION>
                             Accumulation Unit Values
            ------------------------------------------------------------
                   VARHLTH
                 VARHLTH.150
<S>                <C>
09-99-85           3.556571
09-99-90           6.715050
09-99-92           9.162763
09-99-94           9.783368
09-99-95          12.154003
</TABLE>
(Day = 99 means end-of-month.)


<PAGE>
                                                            02/07/96  16:06:34
Aetna Income Shares (ACES ACCT C                                   HLTH150.WWO
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Gross Deposit:    1000.00
Net Deposit:      1000.00
                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                                AISHLTH                      AISHLTH                      AISHLTH
                        Nom. 30.00 M.F. (0.175%)     Nom. 25.00 M.F. (0.146%)     Nom. 20.00 M.F. (0.117%)
 # of Years           ---------------------------  ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>      <C>       <C>       <C>      <C>
      1        0.0%     1118.91   11.89%   11.72%    1118.91   11.89%   11.75%    1118.91   11.89%   11.77%
      3        0.0%     1153.66    4.88%    4.70%    1153.66    4.88%    4.73%    1153.66    4.88%    4.76%
      5        0.0%     1490.69    8.31%    8.14%    1490.69    8.31%    8.17%    1490.69    8.31%    8.20%
     10        0.0%     2275.47    8.57%    8.39%    2275.47    8.57%    8.42%    2275.47    8.57%    8.45%

- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00

<CAPTION>

                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                                AISHLTH                      AISHLTH                      AISHLTH
                        Nom. 15.00 M.F. (0.088%)     Nom. 12.50 M.F. (0.073%)     Nom. 10.00 M.F. (0.058%)
 # of Years           ---------------------------  ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>      <C>       <C>       <C>      <C>
      1        0.0%     1118.91   11.89%   11.80%    1118.91   11.89%   11.82%    1118.91   11.89%   11.83%
      3        0.0%     1153.66    4.88%    4.79%    1153.66    4.88%    4.81%    1153.66    4.88%    4.82%
      5        0.0%     1490.69    8.31%    8.22%    1490.69    8.31%    8.24%    1490.69    8.31%    8.25%
     10        0.0%     2275.47    8.57%    8.48%    2275.47    8.57%    8.50%    2275.47    8.57%    8.51%

- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00

<CAPTION>

                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                                AISHLTH                      AISHLTH
                        Nom.  7.50 M.F. (0.044%)     Nom.  5.00 M.F. (0.029%)
 # of Years           ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>       <C>
      1        0.0%     1118.91   11.89%   11.85%    1118.91   11.89%   11.86%
      3        0.0%     1153.66    4.88%    4.84%    1153.66    4.88%    4.85%
      5        0.0%     1490.69    8.31%    8.27%    1490.69    8.31%    8.28%


<PAGE>

     10        0.0%     2275.47    8.57%    8.53%    2275.47    8.57%    8.54%

<CAPTION>

                             Accumulation Unit Values
            ------------------------------------------------------------
                   AISHLTH
                 AISHLTH.150
<S>                <C>
09-99-85           4.897096
09-99-90           7.475168
09-99-92           9.658971
09-99-94           9.958931
09-99-95          11.143172
</TABLE>
(Day = 99 means end-of-month.)


<PAGE>
                                                            02/07/96  16:06:34
Aetna Encore Fund (ACES ACCT C                                     HLTH150.WWO
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Gross Deposit:    1000.00
Net Deposit:      1000.00

                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                                ENCHLTH                      ENCHLTH                      ENCHLTH
                        Nom. 30.00 M.F. (0.175%)     Nom. 25.00 M.F. (0.146%)     Nom. 20.00 M.F. (0.117%)
 # of Years           ---------------------------  ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>      <C>       <C>       <C>      <C>
      1        0.0%     1042.89    4.29%    4.11%    1042.89    4.29%    4.14%    1042.89    4.29%    4.17%
      3        0.0%     1081.40    2.64%    2.47%    1081.40    2.64%    2.50%    1081.40    2.64%    2.53%
      5        0.0%     1174.29    3.27%    3.09%    1174.29    3.27%    3.12%    1174.29    3.27%    3.15%
     10        0.0%     1585.62    4.72%    4.54%    1585.62    4.72%    4.57%    1585.62    4.72%    4.60%

- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00

<CAPTION>
                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                                ENCHLTH                      ENCHLTH                      ENCHLTH
                        Nom. 15.00 M.F. (0.088%)     Nom. 12.50 M.F. (0.073%)     Nom. 10.00 M.F. (0.058%)
 # of Years           ---------------------------  ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------  ---------   ------   ------
<S>            <C>    <C>         <C>      <C>     <C>         <C>      <C>     <C>         <C>      <C>
      1        0.0%     1042.89    4.29%    4.20%    1042.89    4.29%    4.22%    1042.89    4.29%    4.23%
      3        0.0%     1081.40    2.64%    2.55%    1081.40    2.64%    2.57%    1081.40    2.64%    2.58%
      5        0.0%     1174.29    3.27%    3.18%    1174.29    3.27%    3.19%    1174.29    3.27%    3.21%
     10        0.0%     1585.62    4.72%    4.63%    1585.62    4.72%    4.64%    1585.62    4.72%    4.66%

- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00

<CAPTION>
                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                                ENCHLTH                      ENCHLTH
                        Nom.  7.50 M.F. (0.044%)     Nom.  5.00 M.F. (0.029%)
 # of Years           ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>       <C>
      1        0.0%     1042.89    4.29%    4.25%    1042.89    4.29%    4.26%
      3        0.0%     1081.40    2.64%    2.60%    1081.40    2.64%    2.61%
      5        0.0%     1174.29    3.27%    3.22%    1174.29    3.27%    3.24%


<PAGE>

     10        0.0%     1585.62    4.72%    4.67%    1585.62    4.72%    4.69%

<CAPTION>

                             Accumulation Unit Values
            ------------------------------------------------------------
                   ENCHLTH
                 ENCHLTH.150
<S>                <C>
09-99-85           6.538911
09-99-90           8.829373
09-99-92           9.587797
09-99-94           9.941861
09-99-95          10.368234
</TABLE>
(Day = 99 means end-of-month.)

<PAGE>

                                                            02/07/96  16:06:34
AIAF (ACES ACCT C                                                  HLTH150.WWO
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Gross Deposit:    1000.00
Net Deposit:      1000.00
                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                                 AIFACE                       AIFACE                       AIFACE
                        Nom. 30.00 M.F. (0.175%)     Nom. 25.00 M.F. (0.146%)     Nom. 20.00 M.F. (0.117%)
 # of Years           ---------------------------  ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>      <C>       <C>       <C>      <C>
      1        0.0%     1196.10   19.61%   19.44%    1196.10   19.61%   19.46%    1196.10   19.61%   19.49%
      3        0.0%     1295.79    9.02%    8.85%    1295.79    9.02%    8.88%    1295.79    9.02%    8.90%
      5        0.0%     1650.75   10.54%   10.37%    1650.75   10.54%   10.40%    1650.75   10.54%   10.43%
From 06-23-89  0.0%     1691.23    8.74%    8.56%    1691.23    8.74%    8.59%    1691.23    8.74%    8.62%

- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00

<CAPTION>
                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                                 AIFACE                       AIFACE                       AIFACE
                        Nom. 15.00 M.F. (0.088%)     Nom. 12.50 M.F. (0.073%)     Nom. 10.00 M.F. (0.058%)
 # of Years           ---------------------------  ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>      <C>       <C>       <C>      <C>
      1        0.0%     1196.10   19.61%   19.52%    1196.10   19.61%   19.54%    1196.10   19.61%   19.55%
      3        0.0%     1295.79    9.02%    8.93%    1295.79    9.02%    8.95%    1295.79    9.02%    8.96%
      5        0.0%     1650.75   10.54%   10.46%    1650.75   10.54%   10.47%    1650.75   10.54%   10.49%
From 06-23-89  0.0%     1691.23    8.74%    8.65%    1691.23    8.74%    8.67%    1691.23    8.74%    8.68%

- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00

<CAPTION>
                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                                 AIFACE                       AIFACE
                        Nom.  7.50 M.F. (0.044%)     Nom.  5.00 M.F. (0.029%)
 # of Years           ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>      <C>
      1        0.0%     1196.10   19.61%   19.57%    1196.10   19.61%   19.58%
      3        0.0%     1295.79    9.02%    8.98%    1295.79    9.02%    8.99%
      5        0.0%     1650.75   10.54%   10.50%    1650.75   10.54%   10.52%


<PAGE>

From 06-23-89  0.0%     1691.23    8.74%    8.70%    1691.23    8.74%    8.71%

<CAPTION>

                             Accumulation Unit Values
            ------------------------------------------------------------
                   AIFACE
                 AIFHLTH.150
<S>                <C>
06-23-89           7.615822 i
09-99-90           7.802564
09-99-92           9.939941
09-99-94          10.768364
09-99-95          12.880090 i
</TABLE>
(Unit values marked 'i' are used for from-inception calculations.)
(Day = 99 means end-of-month.)

<PAGE>

                                                            02/07/96  16:06:34

Alger Growth (ACES                                                 HLTH150.WWO
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Gross Deposit:    1000.00
Net Deposit:      1000.00

                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                                ALGGHLTH                     ALGGHLTH                     ALGGHLTH
                        Nom. 30.00 M.F. (0.175%)     Nom. 25.00 M.F. (0.146%)     Nom. 20.00 M.F. (0.117%)
 # of Years           ---------------------------  ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>      <C>       <C>       <C>      <C>
      1        0.0%     1454.52   45.45%   45.28%    1454.52   45.45%   45.31%    1454.52   45.45%   45.34%
      3        0.0%     1943.17   24.79%   24.61%    1943.17   24.79%   24.64%    1943.17   24.79%   24.67%
      5        0.0%     2933.22   24.01%   23.84%    2933.22   24.01%   23.87%    2933.22   24.01%   23.90%
From 01-08-89  0.0%     3280.22   19.32%   19.14%    3280.22   19.32%   19.17%    3280.22   19.32%   19.20%

- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00

<CAPTION>
                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                                ALGGHLTH                     ALGGHLTH                     ALGGHLTH
                        Nom. 15.00 M.F. (0.088%)     Nom. 12.50 M.F. (0.073%)     Nom. 10.00 M.F. (0.058%)
 # of Years           ---------------------------  ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>      <C>       <C>       <C>      <C>
      1        0.0%     1454.52   45.45%   45.36%    1454.52   45.45%   45.38%    1454.52   45.45%   45.39%
      3        0.0%     1943.17   24.79%   24.70%    1943.17   24.79%   24.71%    1943.17   24.79%   24.73%
      5        0.0%     2933.22   24.01%   23.93%    2933.22   24.01%   23.94%    2933.22   24.01%   23.96%
From 01-08-89  0.0%     3280.22   19.32%   19.23%    3280.22   19.32%   19.24%    3280.22   19.32%   19.26%

- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00

<CAPTION>
                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                                ALGGHLTH                     ALGGHLTH
                        Nom.  7.50 M.F. (0.044%)     Nom.  5.00 M.F. (0.029%)
 # of Years           ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>       <C>
      1        0.0%     1454.52   45.45%   45.41%    1454.52   45.45%   45.42%
      3        0.0%     1943.17   24.79%   24.74%    1943.17   24.79%   24.76%
      5        0.0%     2933.22   24.01%   23.97%    2933.22   24.01%   23.98%

<PAGE>

From 01-08-89  0.0%     3280.22   19.32%   19.27%    3280.22   19.32%   19.29%

<CAPTION>
                             Accumulation Unit Values
            ------------------------------------------------------------
                  ALGGHLTH
                ALGGHLTH.150
<S>                <C>
01-08-89           3.208363 i
09-99-90           3.587911
09-99-92           5.415969
09-99-94           7.235484
09-99-95          10.524138 i
</TABLE>
(Unit values marked 'i' are used for from-inception calculations.)
(Day = 99 means end-of-month.)

<PAGE>

                                                            02/07/96  16:06:34
Alger Small Cap (ACES ACCT C                                       HLTH150.WWO
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Gross Deposit:    1000.00
Net Deposit:      1000.00

                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                                ALGHLTH                      ALGHLTH                      ALGHLTH
                        Nom. 30.00 M.F. (0.175%)     Nom. 25.00 M.F. (0.146%)     Nom. 20.00 M.F. (0.117%)
 # of Years           ---------------------------  ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>      <C>       <C>       <C>      <C>
      1        0.0%     1591.05   59.11%   58.93%    1591.05   59.11%   58.96%    1591.05   59.11%   58.99%
      3        0.0%     1921.34   24.32%   24.14%    1921.34   24.32%   24.17%    1921.34   24.32%   24.20%
      5        0.0%     3003.84   24.60%   24.43%    3003.84   24.60%   24.46%    3003.84   24.60%   24.49%
From 09-21-88  0.0%     4277.27   22.99%   22.81%    4277.27   22.99%   22.84%    4277.27   22.99%   22.87%

- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00

<CAPTION>
                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                                ALGHLTH                      ALGHLTH                      ALGHLTH
                        Nom. 15.00 M.F. (0.088%)     Nom. 12.50 M.F. (0.073%)     Nom. 10.00 M.F. (0.058%)
 # of Years           ---------------------------  ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>      <C>       <C>       <C>      <C>
      1        0.0%     1591.05   59.11%   59.02%    1591.05   59.11%   59.03%    1591.05   59.11%   59.05%
      3        0.0%     1921.34   24.32%   24.23%    1921.34   24.32%   24.25%    1921.34   24.32%   24.26%
      5        0.0%     3003.84   24.60%   24.52%    3003.84   24.60%   24.53%    3003.84   24.60%   24.55%
From 09-21-88  0.0%     4277.27   22.99%   22.90%    4277.27   22.99%   22.91%    4277.27   22.99%   22.93%

- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00

<CAPTION>
                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                                ALGHLTH                      ALGHLTH
                        Nom.  7.50 M.F. (0.044%)     Nom.  5.00 M.F. (0.029%)
 # of Years           ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>       <C>
      1        0.0%     1591.05   59.11%   59.06%    1591.05   59.11%   59.08%
      3        0.0%     1921.34   24.32%   24.27%    1921.34   24.32%   24.29%
      5        0.0%     3003.84   24.60%   24.56%    3003.84   24.60%   24.58%

<PAGE>

From 09-21-88  0.0%     4277.27   22.99%   22.94%    4277.27   22.99%   22.96%

<CAPTION>
                             Accumulation Unit Values
            ------------------------------------------------------------
                   ALGHLTH
                ALGSCHLTH.150

<S>                <C>
09-21-88           3.368489 i
09-99-90           4.796503
09-99-92           7.498879
09-99-94           9.055601
09-99-95          14.407928 i
</TABLE>
(Unit values marked 'i' are used for from-inception calculations.)
(Day = 99 means end-of-month.)

<PAGE>

                                                            02/07/96  16:06:34
Calvert Responsibly Invested Balanced Portfolio (ACES ACCT C       HLTH150.WWO
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Gross Deposit:    1000.00
Net Deposit:      1000.00

                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                                CALHLTH                      CALHLTH                      CALHLTH
                        Nom. 30.00 M.F. (0.175%)     Nom. 25.00 M.F. (0.146%)     Nom. 20.00 M.F. (0.117%)
 # of Years           ---------------------------  ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>      <C>       <C>       <C>      <C>
      1        0.0%     1225.30   22.53%   22.36%    1225.30   22.53%   22.38%    1225.30   22.53%   22.41%
      3        0.0%     1300.49    9.15%    8.98%    1300.49    9.15%    9.01%    1300.49    9.15%    9.04%
      5        0.0%     1623.67   10.18%   10.00%    1623.67   10.18%   10.03%    1623.67   10.18%   10.06%
From 09-99-86  0.0%     2382.00   10.12%    9.95%    2382.00   10.12%    9.98%    2382.00   10.12%   10.01%

- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00

<CAPTION>
                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                                CALHLTH                      CALHLTH                      CALHLTH
                        Nom. 15.00 M.F. (0.088%)     Nom. 12.50 M.F. (0.073%)     Nom. 10.00 M.F. (0.058%)
 # of Years           ---------------------------  ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>      <C>       <C>       <C>      <C>
      1        0.0%     1225.30   22.53%   22.44%    1225.30   22.53%   22.46%    1225.30   22.53%   22.47%
      3        0.0%     1300.49    9.15%    9.06%    1300.49    9.15%    9.08%    1300.49    9.15%    9.09%
      5        0.0%     1623.67   10.18%   10.09%    1623.67   10.18%   10.11%    1623.67   10.18%   10.12%
From 09-99-86  0.0%     2382.00   10.12%   10.04%    2382.00   10.12%   10.05%    2382.00   10.12%   10.07%

- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00

<CAPTION>
                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                                CALHLTH                      CALHLTH
                        Nom.  7.50 M.F. (0.044%)     Nom.  5.00 M.F. (0.029%)
 # of Years           ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>       <C>
      1        0.0%     1225.30   22.53%   22.49%    1225.30   22.53%   22.50%
      3        0.0%     1300.49    9.15%    9.11%    1300.49    9.15%    9.12%
      5        0.0%     1623.67   10.18%   10.14%    1623.67   10.18%   10.15%

<PAGE>

From 09-99-86  0.0%     2382.00   10.12%   10.08%    2382.00   10.12%   10.10%

<CAPTION>
                             Accumulation Unit Values
            ------------------------------------------------------------
                   CALHLTH
                 CALHLTH.150
09-99-86           5.373079 i
09-99-90           7.882558
09-99-92           9.841431
09-99-94          10.445289
09-99-95          12.798656 i
</TABLE>
(Unit values marked 'i' are used for from-inception calculations.)
(Day = 99 means end-of-month.)


<PAGE>
                                                            02/07/96  16:06:34
Fidelity Contrafund (ACES ACCT C                                   HLTH150.WWO
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Gross Deposit:    1000.00
Net Deposit:      1000.00

                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                                FDCFHLTH                     FDCFHLTH                     FDCFHLTH
                        Nom. 30.00 M.F. (0.175%)     Nom. 25.00 M.F. (0.146%)     Nom. 20.00 M.F. (0.117%)
 # of Years           ---------------------------  ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>      <C>       <C>       <C>      <C>
From 01-03-95  0.0%     1378.69   37.87%   37.69%    1378.69   37.87%   37.72%    1378.69   37.87%   37.75%
From 01-03-95  0.0%     1378.69   37.87%   37.69%    1378.69   37.87%   37.72%    1378.69   37.87%   37.75%
From 01-03-95  0.0%     1378.69   37.87%   37.69%    1378.69   37.87%   37.72%    1378.69   37.87%   37.75%
From 01-03-95  0.0%     1378.69   37.87%   37.69%    1378.69   37.87%   37.72%    1378.69   37.87%   37.75%

- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00

<CAPTION>
                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                                FDCFHLTH                     FDCFHLTH                     FDCFHLTH
                        Nom. 15.00 M.F. (0.088%)     Nom. 12.50 M.F. (0.073%)     Nom. 10.00 M.F. (0.058%)
 # of Years           ---------------------------  ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>      <C>       <C>       <C>      <C>
From 01-03-95  0.0%     1378.69   37.87%   37.78%    1378.69   37.87%   37.80%    1378.69   37.87%   37.81%
From 01-03-95  0.0%     1378.69   37.87%   37.78%    1378.69   37.87%   37.80%    1378.69   37.87%   37.81%
From 01-03-95  0.0%     1378.69   37.87%   37.78%    1378.69   37.87%   37.80%    1378.69   37.87%   37.81%
From 01-03-95  0.0%     1378.69   37.87%   37.78%    1378.69   37.87%   37.80%    1378.69   37.87%   37.81%

- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00

<CAPTION>
                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                                FDCFHLTH                     FDCFHLTH
                        Nom.  7.50 M.F. (0.044%)     Nom.  5.00 M.F. (0.029%)
 # of Years           ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>       <C>
From 01-03-95  0.0%     1378.69   37.87%   37.83%    1378.69   37.87%   37.84%
From 01-03-95  0.0%     1378.69   37.87%   37.83%    1378.69   37.87%   37.84%
From 01-03-95  0.0%     1378.69   37.87%   37.83%    1378.69   37.87%   37.84%

<PAGE>

From 01-03-95  0.0%     1378.69   37.87%   37.83%    1378.69   37.87%   37.84%

<CAPTION>
                             Accumulation Unit Values
            ------------------------------------------------------------
                  FDCFHLTH
                FDCFHLTH.150
<S>                <C>
01-03-95           7.538981 i
09-99-95          10.393882 i
</TABLE>
(Unit values marked 'i' are used for from-inception calculations.)
(Day = 99 means end-of-month.)

<PAGE>

                                                            02/07/96  16:06:34
Fidelity Growth (ACES                                              HLTH150.WWO
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Gross Deposit:    1000.00
Net Deposit:      1000.00

                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                                FIDGHLTH                     FIDGHLTH                     FIDGHLTH
                        Nom. 30.00 M.F. (0.175%)     Nom. 25.00 M.F. (0.146%)     Nom. 20.00 M.F. (0.117%)
 # of Years           ---------------------------  ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>      <C>       <C>       <C>      <C>
      1        0.0%     1425.75   42.58%   42.40%    1425.75   42.58%   42.43%    1425.75   42.58%   42.46%
      3        0.0%     1840.92   22.56%   22.38%    1840.92   22.56%   22.41%    1840.92   22.56%   22.44%
      5        0.0%     2670.15   21.70%   21.53%    2670.15   21.70%   21.56%    2670.15   21.70%   21.59%
From 11-07-86  0.0%     3274.03   14.26%   14.09%    3274.03   14.26%   14.12%    3274.03   14.26%   14.14%

- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00

<CAPTION>
                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                                FIDGHLTH                     FIDGHLTH                     FIDGHLTH
                        Nom. 15.00 M.F. (0.088%)     Nom. 12.50 M.F. (0.073%)     Nom. 10.00 M.F. (0.058%)
 # of Years           ---------------------------  ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>      <C>       <C>       <C>      <C>
      1        0.0%     1425.75   42.58%   42.49%    1425.75   42.58%   42.50%    1425.75   42.58%   42.52%
      3        0.0%     1840.92   22.56%   22.47%    1840.92   22.56%   22.49%    1840.92   22.56%   22.50%
      5        0.0%     2670.15   21.70%   21.62%    2670.15   21.70%   21.63%    2670.15   21.70%   21.65%
From 11-07-86  0.0%     3274.03   14.26%   14.17%    3274.03   14.26%   14.19%    3274.03   14.26%   14.20%

- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00

<CAPTION>
                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                                FIDGHLTH                     FIDGHLTH
                        Nom.  7.50 M.F. (0.044%)     Nom.  5.00 M.F. (0.029%)
 # of Years           ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>       <C>
      1        0.0%     1425.75   42.58%   42.53%    1425.75   42.58%   42.55%
      3        0.0%     1840.92   22.56%   22.51%    1840.92   22.56%   22.53%
      5        0.0%     2670.15   21.70%   21.66%    2670.15   21.70%   21.68%

<PAGE>

From 11-07-86  0.0%     3274.03   14.26%   14.22%    3274.03   14.26%   14.23%

<CAPTION>
                             Accumulation Unit Values
            ------------------------------------------------------------
                  FIDGHLTH
                FIDGHLTH.150
<S>                <C>
11-07-86           3.147478 i
09-99-90           3.859312
09-99-92           5.597699
09-99-94           7.227749
09-99-95          10.304932 i
</TABLE>
(Unit values marked 'i' are used for from-inception calculations.)
(Day = 99 means end-of-month.)

<PAGE>

                                                            02/07/96  16:06:34
Fidelity Equity Income (ACES                                       HLTH150.WWO
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Gross Deposit:    1000.00
Net Deposit:      1000.00

                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                               FIDEIHLTH                    FIDEIHLTH                    FIDEIHLTH
                        Nom. 30.00 M.F. (0.175%)     Nom. 25.00 M.F. (0.146%)     Nom. 20.00 M.F. (0.117%)
 # of Years           ---------------------------  ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>      <C>       <C>       <C>      <C>
      1        0.0%     1241.77   24.18%   24.00%    1241.77   24.18%   24.03%    1241.77   24.18%   24.06%
      3        0.0%     1660.45   18.42%   18.24%    1660.45   18.42%   18.27%    1660.45   18.42%   18.30%
      5        0.0%     2455.34   19.68%   19.51%    2455.34   19.68%   19.53%    2455.34   19.68%   19.56%
From 10-22-86  0.0%     2617.08   11.36%   11.19%    2617.08   11.36%   11.22%    2617.08   11.36%   11.25%

- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00

<CAPTION>
                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                               FIDEIHLTH                    FIDEIHLTH                    FIDEIHLTH
                        Nom. 15.00 M.F. (0.088%)     Nom. 12.50 M.F. (0.073%)     Nom. 10.00 M.F. (0.058%)
 # of Years           ---------------------------  ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>      <C>       <C>       <C>      <C>
      1        0.0%     1241.77   24.18%   24.09%    1241.77   24.18%   24.10%    1241.77   24.18%   24.12%
      3        0.0%     1660.45   18.42%   18.33%    1660.45   18.42%   18.34%    1660.45   18.42%   18.36%
      5        0.0%     2455.34   19.68%   19.59%    2455.34   19.68%   19.61%    2455.34   19.68%   19.62%
From 10-22-86  0.0%     2617.08   11.36%   11.27%    2617.08   11.36%   11.29%    2617.08   11.36%   11.30%

- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00

<CAPTION>
                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                               FIDEIHLTH                    FIDEIHLTH
                        Nom.  7.50 M.F. (0.044%)     Nom.  5.00 M.F. (0.029%)
 # of Years           ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>       <C>
      1        0.0%     1241.77   24.18%   24.13%    1241.77   24.18%   24.15%
      3        0.0%     1660.45   18.42%   18.37%    1660.45   18.42%   18.39%
      5        0.0%     2455.34   19.68%   19.64%    2455.34   19.68%   19.65%

<PAGE>

From 10-22-86  0.0%     2617.08   11.36%   11.32%    2617.08   11.36%   11.33%

<CAPTION>

                             Accumulation Unit Values
            ------------------------------------------------------------
                  FIDEIHLTH
                FIDEIHLTH.150
<S>                <C>
10-22-86           3.916857 i
09-99-90           4.174864
09-99-92           6.173478
09-99-94           8.254923
09-99-95          10.250722 i
</TABLE>
(Unit values marked 'i' are used for from-inception calculations.)
(Day = 99 means end-of-month.)

<PAGE>

                                                            02/07/96  16:06:34
Fidelity Overseas (ACES                                            HLTH150.WWO
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Gross Deposit:    1000.00
Net Deposit:      1000.00

                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                               FIDOSHLTH                    FIDOSHLTH                    FIDOSHLTH
                        Nom. 30.00 M.F. (0.175%)     Nom. 25.00 M.F. (0.146%)     Nom. 20.00 M.F. (0.117%)
 # of Years           ---------------------------  ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>      <C>       <C>       <C>      <C>
      1        0.0%     1033.24    3.32%    3.15%    1033.24    3.32%    3.18%    1033.24    3.32%    3.21%
      3        0.0%     1361.76   10.84%   10.67%    1361.76   10.84%   10.69%    1361.76   10.84%   10.72%
      5        0.0%     1412.06    7.14%    6.97%    1412.06    7.14%    7.00%    1412.06    7.14%    7.03%
From 02-13-87  0.0%     1615.59    5.72%    5.54%    1615.59    5.72%    5.57%    1615.59    5.72%    5.60%

- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00

<CAPTION>
                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                               FIDOSHLTH                    FIDOSHLTH                    FIDOSHLTH
                        Nom. 15.00 M.F. (0.088%)     Nom. 12.50 M.F. (0.073%)     Nom. 10.00 M.F. (0.058%)
 # of Years           ---------------------------  ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>      <C>       <C>       <C>      <C>
      1        0.0%     1033.24    3.32%    3.24%    1033.24    3.32%    3.25%    1033.24    3.32%    3.27%
      3        0.0%     1361.76   10.84%   10.75%    1361.76   10.84%   10.77%    1361.76   10.84%   10.78%
      5        0.0%     1412.06    7.14%    7.06%    1412.06    7.14%    7.07%    1412.06    7.14%    7.09%
From 02-13-87  0.0%     1615.59    5.72%    5.63%    1615.59    5.72%    5.64%    1615.59    5.72%    5.66%

- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00

<CAPTION>
                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                               FIDOSHLTH                    FIDOSHLTH
                        Nom.  7.50 M.F. (0.044%)     Nom.  5.00 M.F. (0.029%)
 # of Years           ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>       <C>
      1        0.0%     1033.24    3.32%    3.28%    1033.24    3.32%    3.30%
      3        0.0%     1361.76   10.84%   10.80%    1361.76   10.84%   10.81%
      5        0.0%     1412.06    7.14%    7.10%    1412.06    7.14%    7.12%

<PAGE>

From 02-13-87  0.0%     1615.59    5.72%    5.67%    1615.59    5.72%    5.69%
<CAPTION>

                             Accumulation Unit Values
            ------------------------------------------------------------
                  FIDOSHLTH
                FIDOSHLTH.150
<S>                <C>
02-13-87           5.928449 i
09-99-90           6.782972
09-99-92           7.033500
09-99-94           9.269799
09-99-95           9.577961 i
</TABLE>
(Unit values marked 'i' are used for from-inception calculations.)
(Day = 99 means end-of-month.)

<PAGE>


                                                            02/07/96  16:06:34
Franklin Government Securities (ACES ACCT C                        HLTH150.WWO
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Gross Deposit:    1000.00
Net Deposit:      1000.00

                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                                FRKHLTH                      FRKHLTH                      FRKHLTH
                        Nom. 30.00 M.F. (0.175%)     Nom. 25.00 M.F. (0.146%)     Nom. 20.00 M.F. (0.117%)
 # of Years           ---------------------------  ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>      <C>       <C>       <C>      <C>
      1        0.0%     1128.79   12.88%   12.70%    1128.79   12.88%   12.73%    1128.79   12.88%   12.76%
      3        0.0%     1132.66    4.24%    4.06%    1132.66    4.24%    4.09%    1132.66    4.24%    4.12%
      5        0.0%     1427.15    7.37%    7.20%    1427.15    7.37%    7.23%    1427.15    7.37%    7.26%
From 05-30-89  0.0%     1572.81    7.41%    7.23%    1572.81    7.41%    7.26%    1572.81    7.41%    7.29%

- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00

<CAPTION>
                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                                FRKHLTH                      FRKHLTH                      FRKHLTH
                        Nom. 15.00 M.F. (0.088%)     Nom. 12.50 M.F. (0.073%)     Nom. 10.00 M.F. (0.058%)
 # of Years           ---------------------------  ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>      <C>       <C>       <C>      <C>
      1        0.0%     1128.79   12.88%   12.79%    1128.79   12.88%   12.81%    1128.79   12.88%   12.82%
      3        0.0%     1132.66    4.24%    4.15%    1132.66    4.24%    4.17%    1132.66    4.24%    4.18%
      5        0.0%     1427.15    7.37%    7.28%    1427.15    7.37%    7.30%    1427.15    7.37%    7.31%
From 05-30-89  0.0%     1572.81    7.41%    7.32%    1572.81    7.41%    7.33%    1572.81    7.41%    7.35%

- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00

<CAPTION>
                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                                FRKHLTH                      FRKHLTH
                        Nom.  7.50 M.F. (0.044%)     Nom.  5.00 M.F. (0.029%)
 # of Years           ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>       <C>
      1        0.0%     1128.79   12.88%   12.84%    1128.79   12.88%   12.85%
      3        0.0%     1132.66    4.24%    4.20%    1132.66    4.24%    4.21%
      5        0.0%     1427.15    7.37%    7.33%    1427.15    7.37%    7.34%

<PAGE>

From 05-30-89  0.0%     1572.81    7.41%    7.36%    1572.81    7.41%    7.38%
<CAPTION>

                             Accumulation Unit Values
            ------------------------------------------------------------
                   FRKHLTH
                 FRKHLTH.150
<S>                <C>
05-30-89           7.140509 i
09-99-90           7.869333
09-99-92           9.915293
09-99-94           9.949282
09-99-95          11.230693 i
</TABLE>
(Unit values marked 'i' are used for from-inception calculations.)
(Day = 99 means end-of-month.)

<PAGE>

                                                            02/07/96  16:06:34
Janus Aspen Aggressive Growth (ACES ACCT C                         HLTH150.WWO
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Gross Deposit:    1000.00
Net Deposit:      1000.00

                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                                JAGHLTH                      JAGHLTH                      JAGHLTH
                        Nom. 30.00 M.F. (0.175%)     Nom. 25.00 M.F. (0.146%)     Nom. 20.00 M.F. (0.117%)
 # of Years           ---------------------------  ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>      <C>       <C>       <C>      <C>
      1        0.0%     1256.74   25.67%   25.50%    1256.74   25.67%   25.53%    1256.74   25.67%   25.56%
From 09-13-93  0.0%     1610.02   26.20%   26.03%    1610.02   26.20%   26.05%    1610.02   26.20%   26.08%
From 09-13-93  0.0%     1610.02   26.20%   26.03%    1610.02   26.20%   26.05%    1610.02   26.20%   26.08%
From 09-13-93  0.0%     1610.02   26.20%   26.03%    1610.02   26.20%   26.05%    1610.02   26.20%   26.08%

- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00

<CAPTION>
                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                                JAGHLTH                      JAGHLTH                      JAGHLTH
                        Nom. 15.00 M.F. (0.088%)     Nom. 12.50 M.F. (0.073%)     Nom. 10.00 M.F. (0.058%)
 # of Years           ---------------------------  ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>      <C>       <C>       <C>      <C>
      1        0.0%     1256.74   25.67%   25.59%    1256.74   25.67%   25.60%    1256.74   25.67%   25.62%
From 09-13-93  0.0%     1610.02   26.20%   26.11%    1610.02   26.20%   26.13%    1610.02   26.20%   26.14%
From 09-13-93  0.0%     1610.02   26.20%   26.11%    1610.02   26.20%   26.13%    1610.02   26.20%   26.14%
From 09-13-93  0.0%     1610.02   26.20%   26.11%    1610.02   26.20%   26.13%    1610.02   26.20%   26.14%

- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00

<CAPTION>
                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                                JAGHLTH                      JAGHLTH
                        Nom.  7.50 M.F. (0.044%)     Nom.  5.00 M.F. (0.029%)
 # of Years           ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>       <C>
      1        0.0%     1256.74   25.67%   25.63%    1256.74   25.67%   25.65%
From 09-13-93  0.0%     1610.02   26.20%   26.16%    1610.02   26.20%   26.17%
From 09-13-93  0.0%     1610.02   26.20%   26.16%    1610.02   26.20%   26.17%

<PAGE>

From 09-13-93  0.0%     1610.02   26.20%   26.16%    1610.02   26.20%   26.17%
<CAPTION>

                             Accumulation Unit Values
            ------------------------------------------------------------
                   JAGHLTH
                 JAGHLTH.150

<S>                <C>
09-13-93           7.829372 i
09-99-94          10.030260
09-99-95          12.605449 i
</TABLE>
(Unit values marked 'i' are used for from-inception calculations.)
(Day = 99 means end-of-month.)


<PAGE>

                                                            02/07/96  16:06:34
Janus Aspen Balanced (ACES                                         HLTH150.WWO
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Gross Deposit:    1000.00
Net Deposit:      1000.00

                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                                JBALHLTH                     JBALHLTH                     JBALHLTH
                        Nom. 30.00 M.F. (0.175%)     Nom. 25.00 M.F. (0.146%)     Nom. 20.00 M.F. (0.117%)
 # of Years           ---------------------------  ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>      <C>       <C>       <C>      <C>
      1        0.0%     1142.66   14.27%   14.09%    1142.66   14.27%   14.12%    1142.66   14.27%   14.15%
From 09-13-93  0.0%     1228.54   10.58%   10.41%    1228.54   10.58%   10.43%    1228.54   10.58%   10.46%
From 09-13-93  0.0%     1228.54   10.58%   10.41%    1228.54   10.58%   10.43%    1228.54   10.58%   10.46%
From 09-13-93  0.0%     1228.54   10.58%   10.41%    1228.54   10.58%   10.43%    1228.54   10.58%   10.46%

- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00

<CAPTION>
                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                                JBALHLTH                     JBALHLTH                     JBALHLTH
                        Nom. 15.00 M.F. (0.088%)     Nom. 12.50 M.F. (0.073%)     Nom. 10.00 M.F. (0.058%)
 # of Years           ---------------------------  ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>      <C>       <C>       <C>      <C>
      1        0.0%     1142.66   14.27%   14.18%    1142.66   14.27%   14.19%    1142.66   14.27%   14.21%
From 09-13-93  0.0%     1228.54   10.58%   10.49%    1228.54   10.58%   10.51%    1228.54   10.58%   10.52%
From 09-13-93  0.0%     1228.54   10.58%   10.49%    1228.54   10.58%   10.51%    1228.54   10.58%   10.52%
From 09-13-93  0.0%     1228.54   10.58%   10.49%    1228.54   10.58%   10.51%    1228.54   10.58%   10.52%

- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00

<CAPTION>
                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                                JBALHLTH                     JBALHLTH
                        Nom.  7.50 M.F. (0.044%)     Nom.  5.00 M.F. (0.029%)
 # of Years           ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>       <C>
      1        0.0%     1142.66   14.27%   14.22%    1142.66   14.27%   14.24%
From 09-13-93  0.0%     1228.54   10.58%   10.54%    1228.54   10.58%   10.55%
From 09-13-93  0.0%     1228.54   10.58%   10.54%    1228.54   10.58%   10.55%

<PAGE>

From 09-13-93  0.0%     1228.54   10.58%   10.54%    1228.54   10.58%   10.55%
<CAPTION>

                             Accumulation Unit Values
            ------------------------------------------------------------
                  JBALHLTH
                JBALHLTH.150
<S>                <C>
09-13-93           8.276858 i
09-99-94           8.898926
09-99-95          10.168414 i
</TABLE>
(Unit values marked 'i' are used for from-inception calculations.)
(Day = 99 means end-of-month.)

<PAGE>

                                                            02/07/96  16:06:34
Janus Aspen Growth (ACES                                           HLTH150.WWO
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Gross Deposit:    1000.00
Net Deposit:      1000.00

                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                                 JGHLTH                       JGHLTH                       JGHLTH
                        Nom. 30.00 M.F. (0.175%)     Nom. 25.00 M.F. (0.146%)     Nom. 20.00 M.F. (0.117%)
 # of Years           ---------------------------  ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>      <C>       <C>       <C>      <C>
      1        0.0%     1224.63   22.46%   22.29%    1224.63   22.46%   22.32%    1224.63   22.46%   22.35%
From 09-13-93  0.0%     1279.80   12.81%   12.64%    1279.80   12.81%   12.67%    1279.80   12.81%   12.69%
From 09-13-93  0.0%     1279.80   12.81%   12.64%    1279.80   12.81%   12.67%    1279.80   12.81%   12.69%
From 09-13-93  0.0%     1279.80   12.81%   12.64%    1279.80   12.81%   12.67%    1279.80   12.81%   12.69%

- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00

<CAPTION>
                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                                 JGHLTH                       JGHLTH                       JGHLTH
                        Nom. 15.00 M.F. (0.088%)     Nom. 12.50 M.F. (0.073%)     Nom. 10.00 M.F. (0.058%)
 # of Years           ---------------------------  ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>      <C>       <C>       <C>      <C>
      1        0.0%     1224.63   22.46%   22.38%    1224.63   22.46%   22.39%    1224.63   22.46%   22.41%
From 09-13-93  0.0%     1279.80   12.81%   12.72%    1279.80   12.81%   12.74%    1279.80   12.81%   12.75%
From 09-13-93  0.0%     1279.80   12.81%   12.72%    1279.80   12.81%   12.74%    1279.80   12.81%   12.75%
From 09-13-93  0.0%     1279.80   12.81%   12.72%    1279.80   12.81%   12.74%    1279.80   12.81%   12.75%

- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00

<CAPTION>
                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                                 JGHLTH                       JGHLTH
                        Nom.  7.50 M.F. (0.044%)     Nom.  5.00 M.F. (0.029%)
 # of Years           ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>       <C>
      1        0.0%     1224.63   22.46%   22.42%    1224.63   22.46%   22.43%
From 09-13-93  0.0%     1279.80   12.81%   12.77%    1279.80   12.81%   12.78%
From 09-13-93  0.0%     1279.80   12.81%   12.77%    1279.80   12.81%   12.78%

<PAGE>

From 09-13-93  0.0%     1279.80   12.81%   12.77%    1279.80   12.81%   12.78%
<CAPTION>

                             Accumulation Unit Values
            ------------------------------------------------------------
                   JGHLTH
                 JGHLTH.150
<S>                <C>
09-13-93           8.079926 i
09-99-94           8.443898
09-99-95          10.340652 i
</TABLE>
(Unit values marked 'i' are used for from-inception calculations.)
(Day = 99 means end-of-month.)

<PAGE>

                                                            02/07/96  16:06:34
Janus Aspen Flexible Income (ACES ACCT C                           HLTH150.WWO
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Gross Deposit:    1000.00
Net Deposit:      1000.00

                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                                JFIHLTH                      JFIHLTH                      JFIHLTH
                        Nom. 30.00 M.F. (0.175%)     Nom. 25.00 M.F. (0.146%)     Nom. 20.00 M.F. (0.117%)
 # of Years           ---------------------------  ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>      <C>       <C>       <C>      <C>
      1        0.0%     1148.70   14.87%   14.70%    1148.70   14.87%   14.72%    1148.70   14.87%   14.75%
From 09-13-93  0.0%     1137.91    6.52%    6.34%    1137.91    6.52%    6.37%    1137.91    6.52%    6.40%
From 09-13-93  0.0%     1137.91    6.52%    6.34%    1137.91    6.52%    6.37%    1137.91    6.52%    6.40%
From 09-13-93  0.0%     1137.91    6.52%    6.34%    1137.91    6.52%    6.37%    1137.91    6.52%    6.40%

- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00

<CAPTION>
                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                                JFIHLTH                      JFIHLTH                      JFIHLTH
                        Nom. 15.00 M.F. (0.088%)     Nom. 12.50 M.F. (0.073%)     Nom. 10.00 M.F. (0.058%)
 # of Years           ---------------------------  ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>      <C>       <C>       <C>      <C>
      1        0.0%     1148.70   14.87%   14.78%    1148.70   14.87%   14.80%    1148.70   14.87%   14.81%
From 09-13-93  0.0%     1137.91    6.52%    6.43%    1137.91    6.52%    6.44%    1137.91    6.52%    6.46%
From 09-13-93  0.0%     1137.91    6.52%    6.43%    1137.91    6.52%    6.44%    1137.91    6.52%    6.46%
From 09-13-93  0.0%     1137.91    6.52%    6.43%    1137.91    6.52%    6.44%    1137.91    6.52%    6.46%

- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00

<CAPTION>
                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                                JFIHLTH                      JFIHLTH
                        Nom.  7.50 M.F. (0.044%)     Nom.  5.00 M.F. (0.029%)
 # of Years           ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>       <C>
      1        0.0%     1148.70   14.87%   14.83%    1148.70   14.87%   14.84%
From 09-13-93  0.0%     1137.91    6.52%    6.47%    1137.91    6.52%    6.49%
From 09-13-93  0.0%     1137.91    6.52%    6.47%    1137.91    6.52%    6.49%

<PAGE>

From 09-13-93  0.0%     1137.91    6.52%    6.47%    1137.91    6.52%    6.49%
<CAPTION>

                             Accumulation Unit Values
            ------------------------------------------------------------
                   JFIHLTH
                 JFIHLTH.150
<S>                <C>
09-13-93          10.052908 i
09-99-94           9.958451
09-99-95          11.439283 i
</TABLE>
(Unit values marked 'i' are used for from-inception calculations.)
(Day = 99 means end-of-month.)

<PAGE>

                                                            02/07/96  16:06:34
Janus Aspen Short-Term Bond (ACES                                  HLTH150.WWO
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Gross Deposit:    1000.00
Net Deposit:      1000.00

                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                                JSTBHLTH                     JSTBHLTH                     JSTBHLTH
                        Nom. 30.00 M.F. (0.175%)     Nom. 25.00 M.F. (0.146%)     Nom. 20.00 M.F. (0.117%)
 # of Years           ---------------------------  ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>      <C>       <C>       <C>      <C>
      1        0.0%     1059.06    5.91%    5.73%    1059.06    5.91%    5.76%    1059.06    5.91%    5.79%
From 09-13-93  0.0%     1048.96    2.36%    2.19%    1048.96    2.36%    2.22%    1048.96    2.36%    2.25%
From 09-13-93  0.0%     1048.96    2.36%    2.19%    1048.96    2.36%    2.22%    1048.96    2.36%    2.25%
From 09-13-93  0.0%     1048.96    2.36%    2.19%    1048.96    2.36%    2.22%    1048.96    2.36%    2.25%

- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00

<CAPTION>
                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                                JSTBHLTH                     JSTBHLTH                     JSTBHLTH
                        Nom. 15.00 M.F. (0.088%)     Nom. 12.50 M.F. (0.073%)     Nom. 10.00 M.F. (0.058%)
 # of Years           ---------------------------  ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>      <C>       <C>       <C>      <C>
      1        0.0%     1059.06    5.91%    5.82%    1059.06    5.91%    5.83%    1059.06    5.91%    5.85%
From 09-13-93  0.0%     1048.96    2.36%    2.28%    1048.96    2.36%    2.29%    1048.96    2.36%    2.31%
From 09-13-93  0.0%     1048.96    2.36%    2.28%    1048.96    2.36%    2.29%    1048.96    2.36%    2.31%
From 09-13-93  0.0%     1048.96    2.36%    2.28%    1048.96    2.36%    2.29%    1048.96    2.36%    2.31%

- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00

<CAPTION>
                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                                JSTBHLTH                     JSTBHLTH
                        Nom.  7.50 M.F. (0.044%)     Nom.  5.00 M.F. (0.029%)
 # of Years           ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>       <C>
      1        0.0%     1059.06    5.91%    5.86%    1059.06    5.91%    5.88%
From 09-13-93  0.0%     1048.96    2.36%    2.32%    1048.96    2.36%    2.33%
From 09-13-93  0.0%     1048.96    2.36%    2.32%    1048.96    2.36%    2.33%

<PAGE>

From 09-13-93  0.0%     1048.96    2.36%    2.32%    1048.96    2.36%    2.33%
<CAPTION>

                             Accumulation Unit Values
            ------------------------------------------------------------
                  JSTBHLTH
                JSTBHLTH.150
<S>                <C>
09-13-93           9.581002 i
09-99-94           9.489621
09-99-95          10.050067 i
</TABLE>
(Unit values marked 'i' are used for from-inception calculations.)
(Day = 99 means end-of-month.)

<PAGE>

                                                            02/07/96  16:06:34
Janus Aspen Worldwide (ACES                                        HLTH150.WWO
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Gross Deposit:    1000.00
Net Deposit:      1000.00

                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                                JWWHLTH                      JWWHLTH                      JWWHLTH
                        Nom. 30.00 M.F. (0.175%)     Nom. 25.00 M.F. (0.146%)     Nom. 20.00 M.F. (0.117%)
 # of Years           ---------------------------  ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>      <C>       <C>       <C>      <C>
      1        0.0%     1178.34   17.83%   17.66%    1178.34   17.83%   17.69%    1178.34   17.83%   17.72%
From 09-13-93  0.0%     1416.68   18.55%   18.38%    1416.68   18.55%   18.41%    1416.68   18.55%   18.44%
From 09-13-93  0.0%     1416.68   18.55%   18.38%    1416.68   18.55%   18.41%    1416.68   18.55%   18.44%
From 09-13-93  0.0%     1416.68   18.55%   18.38%    1416.68   18.55%   18.41%    1416.68   18.55%   18.44%

- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00

<CAPTION>
                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                                JWWHLTH                      JWWHLTH                      JWWHLTH
                        Nom. 15.00 M.F. (0.088%)     Nom. 12.50 M.F. (0.073%)     Nom. 10.00 M.F. (0.058%)
 # of Years           ---------------------------  ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>      <C>       <C>       <C>      <C>
      1        0.0%     1178.34   17.83%   17.75%    1178.34   17.83%   17.76%    1178.34   17.83%   17.78%
From 09-13-93  0.0%     1416.68   18.55%   18.47%    1416.68   18.55%   18.48%    1416.68   18.55%   18.50%
From 09-13-93  0.0%     1416.68   18.55%   18.47%    1416.68   18.55%   18.48%    1416.68   18.55%   18.50%
From 09-13-93  0.0%     1416.68   18.55%   18.47%    1416.68   18.55%   18.48%    1416.68   18.55%   18.50%

- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00

<CAPTION>
                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                                JWWHLTH                      JWWHLTH
                        Nom.  7.50 M.F. (0.044%)     Nom.  5.00 M.F. (0.029%)
 # of Years           ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>       <C>
      1        0.0%     1178.34   17.83%   17.79%    1178.34   17.83%   17.81%
From 09-13-93  0.0%     1416.68   18.55%   18.51%    1416.68   18.55%   18.52%
From 09-13-93  0.0%     1416.68   18.55%   18.51%    1416.68   18.55%   18.52%

<PAGE>

From 09-13-93  0.0%     1416.68   18.55%   18.51%    1416.68   18.55%   18.52%
<CAPTION>

                             Accumulation Unit Values
            ------------------------------------------------------------
                   JWWHLTH
                 JWWHLTH.150
<S>                <C>
09-13-93           7.272941 i
09-99-94           8.744018
09-99-95          10.303466 i
</TABLE>
(Unit values marked 'i' are used for from-inception calculations.)
(Day = 99 means end-of-month.)

<PAGE>

                                                            02/07/96  16:06:34
Lexington Gold (ACES ACCT C                                        HLTH150.WWO
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Gross Deposit:    1000.00
Net Deposit:      1000.00

                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                               LEXNRHLTH                    LEXNRHLTH                    LEXNRHLTH
                        Nom. 30.00 M.F. (0.175%)     Nom. 25.00 M.F. (0.146%)     Nom. 20.00 M.F. (0.117%)
 # of Years           ---------------------------  ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>      <C>       <C>       <C>      <C>
      1        0.0%     1033.12    3.31%    3.14%    1033.12    3.31%    3.17%    1033.12    3.31%    3.20%
      3        0.0%     1150.99    4.80%    4.62%    1150.99    4.80%    4.65%    1150.99    4.80%    4.68%
      5        0.0%     1568.30    9.42%    9.24%    1568.30    9.42%    9.27%    1568.30    9.42%    9.30%
From 05-99-89  0.0%     1697.38    8.71%    8.54%    1697.38    8.71%    8.57%    1697.38    8.71%    8.59%

- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00

<CAPTION>
                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                               LEXNRHLTH                    LEXNRHLTH                    LEXNRHLTH
                        Nom. 15.00 M.F. (0.088%)     Nom. 12.50 M.F. (0.073%)     Nom. 10.00 M.F. (0.058%)
 # of Years           ---------------------------  ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>      <C>       <C>       <C>      <C>
      1        0.0%     1033.12    3.31%    3.22%    1033.12    3.31%    3.24%    1033.12    3.31%    3.25%
      3        0.0%     1150.99    4.80%    4.71%    1150.99    4.80%    4.73%    1150.99    4.80%    4.74%
      5        0.0%     1568.30    9.42%    9.33%    1568.30    9.42%    9.34%    1568.30    9.42%    9.36%
From 05-99-89  0.0%     1697.38    8.71%    8.62%    1697.38    8.71%    8.64%    1697.38    8.71%    8.65%

- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00

<CAPTION>
                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                               LEXNRHLTH                    LEXNRHLTH
                        Nom.  7.50 M.F. (0.044%)     Nom.  5.00 M.F. (0.029%)
 # of Years           ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>       <C>
      1        0.0%     1033.12    3.31%    3.27%    1033.12    3.31%    3.28%
      3        0.0%     1150.99    4.80%    4.76%    1150.99    4.80%    4.77%
      5        0.0%     1568.30    9.42%    9.37%    1568.30    9.42%    9.39%

<PAGE>

From 05-99-89  0.0%     1697.38    8.71%    8.67%    1697.38    8.71%    8.68%
<CAPTION>

                             Accumulation Unit Values
            ------------------------------------------------------------
                  LEXNRHLTH
                LEXNRHLTH.150
<S>                <C>
05-99-89           6.584555 i
09-99-90           7.126512
09-99-92           9.710313
09-99-94          10.818183
09-99-95          11.176494 i
</TABLE>
(Unit values marked 'i' are used for from-inception calculations.)
(Day = 99 means end-of-month.)

<PAGE>

                                                            02/07/96  16:06:34
Neuberger (ACES ACCT C                                             HLTH150.WWO
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Gross Deposit:    1000.00
Net Deposit:      1000.00

                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                                NEBHLTH                      NEBHLTH                      NEBHLTH
                        Nom. 30.00 M.F. (0.175%)     Nom. 25.00 M.F. (0.146%)     Nom. 20.00 M.F. (0.117%)
 # of Years           ---------------------------  ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>      <C>       <C>       <C>      <C>
      1        0.0%     1327.15   32.72%   32.54%    1327.15   32.72%   32.57%    1327.15   32.72%   32.60%
      3        0.0%     1482.59   14.03%   13.85%    1482.59   14.03%   13.88%    1482.59   14.03%   13.91%
      5        0.0%     2018.50   15.08%   14.91%    2018.50   15.08%   14.94%    2018.50   15.08%   14.96%
From 12-99-85  0.0%     2897.33   11.53%   11.36%    2897.33   11.53%   11.38%    2897.33   11.53%   11.41%

- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00

<CAPTION>
                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                                NEBHLTH                      NEBHLTH                      NEBHLTH
                        Nom. 15.00 M.F. (0.088%)     Nom. 12.50 M.F. (0.073%)     Nom. 10.00 M.F. (0.058%)
 # of Years           ---------------------------  ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>      <C>       <C>       <C>      <C>
      1        0.0%     1327.15   32.72%   32.63%    1327.15   32.72%   32.64%    1327.15   32.72%   32.66%
      3        0.0%     1482.59   14.03%   13.94%    1482.59   14.03%   13.95%    1482.59   14.03%   13.97%
      5        0.0%     2018.50   15.08%   14.99%    2018.50   15.08%   15.01%    2018.50   15.08%   15.02%
From 12-99-85  0.0%     2897.33   11.53%   11.44%    2897.33   11.53%   11.46%    2897.33   11.53%   11.47%

- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00

<CAPTION>
                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                                NEBHLTH                      NEBHLTH
                        Nom.  7.50 M.F. (0.044%)     Nom.  5.00 M.F. (0.029%)
 # of Years           ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>       <C>
      1        0.0%     1327.15   32.72%   32.67%    1327.15   32.72%   32.69%
      3        0.0%     1482.59   14.03%   13.98%    1482.59   14.03%   14.00%
      5        0.0%     2018.50   15.08%   15.04%    2018.50   15.08%   15.05%

<PAGE>

From 12-99-85  0.0%     2897.33   11.53%   11.49%    2897.33   11.53%   11.50%

<CAPTION>

                             Accumulation Unit Values
            ------------------------------------------------------------
                   NEBHLTH
                 NEBHLTH.150
<S>                <C>
12-99-85           5.032596 i
09-99-90           7.223714
09-99-92           9.834910
09-99-94          10.986751
09-99-95          14.581093 i
</TABLE>
(Unit values marked 'i' are used for from-inception calculations.)
(Day = 99 means end-of-month.)

<PAGE>

                                                            02/07/96  16:06:34
Scudder (ACES ACCT C                                               HLTH150.WWO
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Gross Deposit:    1000.00
Net Deposit:      1000.00

                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                                SCDHLTH                      SCDHLTH                      SCDHLTH
                        Nom. 30.00 M.F. (0.175%)     Nom. 25.00 M.F. (0.146%)     Nom. 20.00 M.F. (0.117%)
 # of Years           ---------------------------  ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>      <C>       <C>       <C>      <C>
      1        0.0%     1052.31    5.23%    5.06%    1052.31    5.23%    5.09%    1052.31    5.23%    5.11%
      3        0.0%     1397.16   11.79%   11.62%    1397.16   11.79%   11.65%    1397.16   11.79%   11.68%
      5        0.0%     1579.84    9.58%    9.40%    1579.84    9.58%    9.43%    1579.84    9.58%    9.46%
From 04-99-87  0.0%     1910.15    7.99%    7.82%    1910.15    7.99%    7.84%    1910.15    7.99%    7.87%

- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00

<CAPTION>
                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                                SCDHLTH                      SCDHLTH                      SCDHLTH
                        Nom. 15.00 M.F. (0.088%)     Nom. 12.50 M.F. (0.073%)     Nom. 10.00 M.F. (0.058%)
 # of Years           ---------------------------  ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>      <C>       <C>       <C>      <C>
      1        0.0%     1052.31    5.23%    5.14%    1052.31    5.23%    5.16%    1052.31    5.23%    5.17%
      3        0.0%     1397.16   11.79%   11.71%    1397.16   11.79%   11.72%    1397.16   11.79%   11.74%
      5        0.0%     1579.84    9.58%    9.49%    1579.84    9.58%    9.50%    1579.84    9.58%    9.52%
From 04-99-87  0.0%     1910.15    7.99%    7.90%    1910.15    7.99%    7.92%    1910.15    7.99%    7.93%

- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00

<CAPTION>
                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                                SCDHLTH                      SCDHLTH
                        Nom.  7.50 M.F. (0.044%)     Nom.  5.00 M.F. (0.029%)
 # of Years           ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>       <C>
      1        0.0%     1052.31    5.23%    5.19%    1052.31    5.23%    5.20%
      3        0.0%     1397.16   11.79%   11.75%    1397.16   11.79%   11.76%
      5        0.0%     1579.84    9.58%    9.53%    1579.84    9.58%    9.55%

<PAGE>

From 04-99-87  0.0%     1910.15    7.99%    7.95%    1910.15    7.99%    7.96%

<CAPTION>

                             Accumulation Unit Values
            ------------------------------------------------------------
                   SCDHLTH
                 SCDHLTH.150
<S>                <C>
04-99-87           7.159307 i
09-99-90           8.656155
09-99-92           9.787953
09-99-94          12.995564
09-99-95          13.675321 i
</TABLE>
(Unit values marked 'i' are used for from-inception calculations.)
(Day = 99 means end-of-month.)

<PAGE>

                                                            02/07/96  16:06:34
Twentieth Century (ACES ACCT C                                     HLTH150.WWO
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Gross Deposit:    1000.00
Net Deposit:      1000.00

                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                                TCIGHLTH                     TCIGHLTH                     TCIGHLTH
                        Nom. 30.00 M.F. (0.175%)     Nom. 25.00 M.F. (0.146%)     Nom. 20.00 M.F. (0.117%)
 # of Years           ---------------------------  ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>      <C>       <C>       <C>      <C>
      1        0.0%     1359.57   35.96%   35.78%    1359.57   35.96%   35.81%    1359.57   35.96%   35.84%
      3        0.0%     1580.50   16.48%   16.31%    1580.50   16.48%   16.34%    1580.50   16.48%   16.37%
      5        0.0%     2126.55   16.29%   16.11%    2126.55   16.29%   16.14%    2126.55   16.29%   16.17%
From 11-20-87  0.0%     2553.93   12.67%   12.49%    2553.93   12.67%   12.52%    2553.93   12.67%   12.55%

- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00

<CAPTION>
                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                                TCIGHLTH                     TCIGHLTH                     TCIGHLTH
                        Nom. 15.00 M.F. (0.088%)     Nom. 12.50 M.F. (0.073%)     Nom. 10.00 M.F. (0.058%)
 # of Years           ---------------------------  ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>      <C>       <C>       <C>      <C>
      1        0.0%     1359.57   35.96%   35.87%    1359.57   35.96%   35.88%    1359.57   35.96%   35.90%
      3        0.0%     1580.50   16.48%   16.40%    1580.50   16.48%   16.41%    1580.50   16.48%   16.43%
      5        0.0%     2126.55   16.29%   16.20%    2126.55   16.29%   16.22%    2126.55   16.29%   16.23%
From 11-20-87  0.0%     2553.93   12.67%   12.58%    2553.93   12.67%   12.60%    2553.93   12.67%   12.61%

- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00

<CAPTION>
                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                                TCIGHLTH                     TCIGHLTH
                        Nom.  7.50 M.F. (0.044%)     Nom.  5.00 M.F. (0.029%)
 # of Years           ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>       <C>
      1        0.0%     1359.57   35.96%   35.91%    1359.57   35.96%   35.93%
      3        0.0%     1580.50   16.48%   16.44%    1580.50   16.48%   16.45%
      5        0.0%     2126.55   16.29%   16.24%    2126.55   16.29%   16.26%

<PAGE>

From 11-20-87  0.0%     2553.93   12.67%   12.63%    2553.93   12.67%   12.64%

<CAPTION>

                             Accumulation Unit Values
            ------------------------------------------------------------
                  TCIGHLTH
                TCIGHLTH.150
<S>                <C>
11-20-87           6.103412 i
09-99-90           7.330027
09-99-92           9.862489
09-99-94          11.465194
09-99-95          15.587685 i
</TABLE>
(Unit values marked 'i' are used for from-inception calculations.)
(Day = 99 means end-of-month.)

<PAGE>

                                                            02/07/96  16:06:34
Aetna Ascent (ACCT C                                               HLTH150.WWO
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Gross Deposit:    1000.00
Net Deposit:      1000.00

                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                               ASCNTHLTH                    ASCNTHLTH                    ASCNTHLTH
                        Nom. 30.00 M.F. (0.175%)     Nom. 25.00 M.F. (0.146%)     Nom. 20.00 M.F. (0.117%)
 # of Years           ---------------------------  ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>      <C>       <C>       <C>      <C>
From 07-03-95  0.0%     1056.70    5.67%    5.50%    1056.70    5.67%    5.52%    1056.70    5.67%    5.55%
From 07-03-95  0.0%     1056.70    5.67%    5.50%    1056.70    5.67%    5.52%    1056.70    5.67%    5.55%
From 07-03-95  0.0%     1056.70    5.67%    5.50%    1056.70    5.67%    5.52%    1056.70    5.67%    5.55%
From 07-03-95  0.0%     1056.70    5.67%    5.50%    1056.70    5.67%    5.52%    1056.70    5.67%    5.55%

- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00

<CAPTION>
                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                               ASCNTHLTH                    ASCNTHLTH                    ASCNTHLTH
                        Nom. 15.00 M.F. (0.088%)     Nom. 12.50 M.F. (0.073%)     Nom. 10.00 M.F. (0.058%)
 # of Years           ---------------------------  ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>      <C>       <C>       <C>      <C>
From 07-03-95  0.0%     1056.70    5.67%    5.58%    1056.70    5.67%    5.60%    1056.70    5.67%    5.61%
From 07-03-95  0.0%     1056.70    5.67%    5.58%    1056.70    5.67%    5.60%    1056.70    5.67%    5.61%
From 07-03-95  0.0%     1056.70    5.67%    5.58%    1056.70    5.67%    5.60%    1056.70    5.67%    5.61%
From 07-03-95  0.0%     1056.70    5.67%    5.58%    1056.70    5.67%    5.60%    1056.70    5.67%    5.61%

- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00

<CAPTION>
                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                               ASCNTHLTH                    ASCNTHLTH
                        Nom.  7.50 M.F. (0.044%)     Nom.  5.00 M.F. (0.029%)
 # of Years           ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>       <C>
From 07-03-95  0.0%     1056.70    5.67%    5.63%    1056.70    5.67%    5.64%
From 07-03-95  0.0%     1056.70    5.67%    5.63%    1056.70    5.67%    5.64%
From 07-03-95  0.0%     1056.70    5.67%    5.63%    1056.70    5.67%    5.64%

<PAGE>

From 07-03-95  0.0%     1056.70    5.67%    5.63%    1056.70    5.67%    5.64%

<CAPTION>

                             Accumulation Unit Values
            ------------------------------------------------------------
                  ASCNTHLTH
                ASCNTHLTH.150
<S>                <C>
07-03-95           9.718708 i
09-99-95          10.269749 i
</TABLE>
(Unit values marked 'i' are used for from-inception calculations.)
(Day = 99 means end-of-month.)

<PAGE>

                                                            02/07/96  16:06:34
Aetna Crossroads (ACCT C                                           HLTH150.WWO
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Gross Deposit:    1000.00
Net Deposit:      1000.00

                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                               CROSSHLTH                    CROSSHLTH                    CROSSHLTH
                        Nom. 30.00 M.F. (0.175%)     Nom. 25.00 M.F. (0.146%)     Nom. 20.00 M.F. (0.117%)
 # of Years           ---------------------------  ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>      <C>       <C>       <C>      <C>
From 07-03-95  0.0%     1049.59    4.96%    4.78%    1049.59    4.96%    4.81%    1049.59    4.96%    4.84%
From 07-03-95  0.0%     1049.59    4.96%    4.78%    1049.59    4.96%    4.81%    1049.59    4.96%    4.84%
From 07-03-95  0.0%     1049.59    4.96%    4.78%    1049.59    4.96%    4.81%    1049.59    4.96%    4.84%
From 07-03-95  0.0%     1049.59    4.96%    4.78%    1049.59    4.96%    4.81%    1049.59    4.96%    4.84%

- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00

<CAPTION>
                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                               CROSSHLTH                    CROSSHLTH                    CROSSHLTH
                        Nom. 15.00 M.F. (0.088%)     Nom. 12.50 M.F. (0.073%)     Nom. 10.00 M.F. (0.058%)
 # of Years           ---------------------------  ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>      <C>       <C>       <C>      <C>
From 07-03-95  0.0%     1049.59    4.96%    4.87%    1049.59    4.96%    4.89%    1049.59    4.96%    4.90%
From 07-03-95  0.0%     1049.59    4.96%    4.87%    1049.59    4.96%    4.89%    1049.59    4.96%    4.90%
From 07-03-95  0.0%     1049.59    4.96%    4.87%    1049.59    4.96%    4.89%    1049.59    4.96%    4.90%
From 07-03-95  0.0%     1049.59    4.96%    4.87%    1049.59    4.96%    4.89%    1049.59    4.96%    4.90%

- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00

<CAPTION>
                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                               CROSSHLTH                    CROSSHLTH
                        Nom.  7.50 M.F. (0.044%)     Nom.  5.00 M.F. (0.029%)
 # of Years           ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>       <C>
From 07-03-95  0.0%     1049.59    4.96%    4.92%    1049.59    4.96%    4.93%
From 07-03-95  0.0%     1049.59    4.96%    4.92%    1049.59    4.96%    4.93%
From 07-03-95  0.0%     1049.59    4.96%    4.92%    1049.59    4.96%    4.93%

<PAGE>

From 07-03-95  0.0%     1049.59    4.96%    4.92%    1049.59    4.96%    4.93%

<CAPTION>

                             Accumulation Unit Values
            ------------------------------------------------------------
                  CROSSHLTH
                CROSSHLTH.150
<S>                <C>
07-03-95           9.766118 i
09-99-95          10.250378 i
</TABLE>
(Unit values marked 'i' are used for from-inception calculations.)
(Day = 99 means end-of-month.)

<PAGE>

                                                            02/07/96  16:06:34
Aetna Legacy (ACCT C                                               HLTH150.WWO
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Gross Deposit:    1000.00
Net Deposit:      1000.00

                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                               LEGCYHLTH                    LEGCYHLTH                    LEGCYHLTH
                        Nom. 30.00 M.F. (0.175%)     Nom. 25.00 M.F. (0.146%)     Nom. 20.00 M.F. (0.117%)
 # of Years           ---------------------------  ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>      <C>       <C>       <C>      <C>
From 07-03-95  0.0%     1041.14    4.11%    3.94%    1041.14    4.11%    3.97%    1041.14    4.11%    4.00%
From 07-03-95  0.0%     1041.14    4.11%    3.94%    1041.14    4.11%    3.97%    1041.14    4.11%    4.00%
From 07-03-95  0.0%     1041.14    4.11%    3.94%    1041.14    4.11%    3.97%    1041.14    4.11%    4.00%
From 07-03-95  0.0%     1041.14    4.11%    3.94%    1041.14    4.11%    3.97%    1041.14    4.11%    4.00%

- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00

<CAPTION>
                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                               LEGCYHLTH                    LEGCYHLTH                    LEGCYHLTH
                        Nom. 15.00 M.F. (0.088%)     Nom. 12.50 M.F. (0.073%)     Nom. 10.00 M.F. (0.058%)
 # of Years           ---------------------------  ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>      <C>       <C>       <C>      <C>
From 07-03-95  0.0%     1041.14    4.11%    4.03%    1041.14    4.11%    4.04%    1041.14    4.11%    4.06%
From 07-03-95  0.0%     1041.14    4.11%    4.03%    1041.14    4.11%    4.04%    1041.14    4.11%    4.06%
From 07-03-95  0.0%     1041.14    4.11%    4.03%    1041.14    4.11%    4.04%    1041.14    4.11%    4.06%
From 07-03-95  0.0%     1041.14    4.11%    4.03%    1041.14    4.11%    4.04%    1041.14    4.11%    4.06%

- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00

<CAPTION>
                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                               LEGCYHLTH                    LEGCYHLTH
                        Nom.  7.50 M.F. (0.044%)     Nom.  5.00 M.F. (0.029%)
 # of Years           ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>       <C>
From 07-03-95  0.0%     1041.14    4.11%    4.07%    1041.14    4.11%    4.09%
From 07-03-95  0.0%     1041.14    4.11%    4.07%    1041.14    4.11%    4.09%
From 07-03-95  0.0%     1041.14    4.11%    4.07%    1041.14    4.11%    4.09%

<PAGE>

From 07-03-95  0.0%     1041.14    4.11%    4.07%    1041.14    4.11%    4.09%

<CAPTION>

                             Accumulation Unit Values
            ------------------------------------------------------------
                  LEGCYHLTH
                LEGCYHLTH.150
<S>                <C>
07-03-95           9.833275 i
09-99-95          10.237847 i
</TABLE>
(Unit values marked 'i' are used for from-inception calculations.)
(Day = 99 means end-of-month.)

<PAGE>

                                                            02/07/96  16:06:45
Aetna Variable Fund (ACES ACCT C                                   HLTH150.WWO
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Gross Deposit:    1000.00
Net Deposit:      1000.00

                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                                VARHLTH                      VARHLTH                      VARHLTH
                        Nom. 30.00 M.F. (0.175%)     Nom. 25.00 M.F. (0.146%)     Nom. 20.00 M.F. (0.117%)
 # of Years           ---------------------------  ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>      <C>       <C>       <C>      <C>
      1        5.0%     1180.19   18.02%   17.84%    1180.19   18.02%   17.87%    1180.19   18.02%   17.90%
      3        5.0%     1260.14    8.01%    7.84%    1260.14    8.01%    7.87%    1260.14    8.01%    7.90%
      5        4.0%     1737.56   11.68%   11.51%    1737.56   11.68%   11.54%    1737.56   11.68%   11.57%
     10        0.0%     3417.34   13.08%   12.90%    3417.34   13.08%   12.93%    3417.34   13.08%   12.96%

- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00

<CAPTION>
                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                                VARHLTH                      VARHLTH                      VARHLTH
                        Nom. 15.00 M.F. (0.088%)     Nom. 12.50 M.F. (0.073%)     Nom. 10.00 M.F. (0.058%)
 # of Years           ---------------------------  ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>      <C>       <C>       <C>      <C>
      1        5.0%     1180.19   18.02%   17.93%    1180.19   18.02%   17.95%    1180.19   18.02%   17.96%
      3        5.0%     1260.14    8.01%    7.92%    1260.14    8.01%    7.94%    1260.14    8.01%    7.95%
      5        4.0%     1737.56   11.68%   11.60%    1737.56   11.68%   11.61%    1737.56   11.68%   11.63%
     10        0.0%     3417.34   13.08%   12.99%    3417.34   13.08%   13.00%    3417.34   13.08%   13.02%

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

<PAGE>


Gross Deposit:    1000.00
Net Deposit:      1000.00

<CAPTION>
                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                                VARHLTH                      VARHLTH
                        Nom.  7.50 M.F. (0.044%)     Nom.  5.00 M.F. (0.029%)
 # of Years           ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>       <C>
      1        5.0%     1180.19   18.02%   17.98%    1180.19   18.02%   17.99%
      3        5.0%     1260.14    8.01%    7.97%    1260.14    8.01%    7.98%
      5        4.0%     1737.56   11.68%   11.64%    1737.56   11.68%   11.65%
     10        0.0%     3417.34   13.08%   13.03%    3417.34   13.08%   13.05%
<CAPTION>

                             Accumulation Unit Values
            ------------------------------------------------------------
                   VARHLTH
                 VARHLTH.150
<S>                <C>
09-99-85           3.556571
09-99-90           6.715050
09-99-92           9.162763
09-99-94           9.783368
09-99-95          12.154003
</TABLE>
(Day = 99 means end-of-month.)

<PAGE>

                                                            02/07/96  16:06:45
Aetna Income Shares (ACES ACCT C                                   HLTH150.WWO
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Gross Deposit:    1000.00
Net Deposit:      1000.00

                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                                AISHLTH                      AISHLTH                      AISHLTH
                        Nom. 30.00 M.F. (0.175%)     Nom. 25.00 M.F. (0.146%)     Nom. 20.00 M.F. (0.117%)
 # of Years           ---------------------------  ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>      <C>       <C>       <C>      <C>
      1        5.0%     1062.96    6.30%    6.12%    1062.96    6.30%    6.15%    1062.96    6.30%    6.18%
      3        5.0%     1095.98    3.10%    2.93%    1095.98    3.10%    2.96%    1095.98    3.10%    2.99%
      5        4.0%     1431.06    7.43%    7.26%    1431.06    7.43%    7.29%    1431.06    7.43%    7.31%
     10        0.0%     2275.47    8.57%    8.39%    2275.47    8.57%    8.42%    2275.47    8.57%    8.45%

- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00

<CAPTION>
                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                                AISHLTH                      AISHLTH                      AISHLTH
                        Nom. 15.00 M.F. (0.088%)     Nom. 12.50 M.F. (0.073%)     Nom. 10.00 M.F. (0.058%)
 # of Years           ---------------------------  ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>      <C>       <C>       <C>      <C>
      1        5.0%     1062.96    6.30%    6.21%    1062.96    6.30%    6.22%    1062.96    6.30%    6.24%
      3        5.0%     1095.98    3.10%    3.01%    1095.98    3.10%    3.03%    1095.98    3.10%    3.04%
      5        4.0%     1431.06    7.43%    7.34%    1431.06    7.43%    7.36%    1431.06    7.43%    7.37%
     10        0.0%     2275.47    8.57%    8.48%    2275.47    8.57%    8.50%    2275.47    8.57%    8.51%

- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00

<CAPTION>
                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                                AISHLTH                      AISHLTH
                        Nom.  7.50 M.F. (0.044%)     Nom.  5.00 M.F. (0.029%)
 # of Years           ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>       <C>
      1        5.0%     1062.96    6.30%    6.25%    1062.96    6.30%    6.27%
      3        5.0%     1095.98    3.10%    3.06%    1095.98    3.10%    3.07%
      5        4.0%     1431.06    7.43%    7.39%    1431.06    7.43%    7.40%

<PAGE>

     10        0.0%     2275.47    8.57%    8.53%    2275.47    8.57%    8.54%

<CAPTION>

                             Accumulation Unit Values
            ------------------------------------------------------------
                   AISHLTH
                 AISHLTH.150
<S>                <C>
09-99-85           4.897096
09-99-90           7.475168
09-99-92           9.658971
09-99-94           9.958931
09-99-95          11.143172
</TABLE>
(Day = 99 means end-of-month.)

<PAGE>

                                                            02/07/96  16:06:45
Aetna Encore Fund (ACES ACCT C                                     HLTH150.WWO
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Gross Deposit:    1000.00
Net Deposit:      1000.00

                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                                ENCHLTH                      ENCHLTH                      ENCHLTH
                        Nom. 30.00 M.F. (0.175%)     Nom. 25.00 M.F. (0.146%)     Nom. 20.00 M.F. (0.117%)
 # of Years           ---------------------------  ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>      <C>       <C>       <C>      <C>
      1        5.0%      990.75   -0.93%   -1.10%     990.75   -0.93%   -1.07%     990.75   -0.93%   -1.04%
      3        5.0%     1027.33    0.90%    0.73%    1027.33    0.90%    0.76%    1027.33    0.90%    0.79%
      5        4.0%     1127.32    2.43%    2.25%    1127.32    2.43%    2.28%    1127.32    2.43%    2.31%
     10        0.0%     1585.62    4.72%    4.54%    1585.62    4.72%    4.57%    1585.62    4.72%    4.60%

- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00

<CAPTION>
                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                                ENCHLTH                      ENCHLTH                      ENCHLTH
                        Nom. 15.00 M.F. (0.088%)     Nom. 12.50 M.F. (0.073%)     Nom. 10.00 M.F. (0.058%)
 # of Years           ---------------------------  ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>      <C>       <C>       <C>      <C>
      1        5.0%      990.75   -0.93%   -1.01%     990.75   -0.93%   -1.00%     990.75   -0.93%   -0.98%
      3        5.0%     1027.33    0.90%    0.81%    1027.33    0.90%    0.83%    1027.33    0.90%    0.84%
      5        4.0%     1127.32    2.43%    2.34%    1127.32    2.43%    2.35%    1127.32    2.43%    2.37%
     10        0.0%     1585.62    4.72%    4.63%    1585.62    4.72%    4.64%    1585.62    4.72%    4.66%

- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00

<CAPTION>
                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                                ENCHLTH                      ENCHLTH
                        Nom.  7.50 M.F. (0.044%)     Nom.  5.00 M.F. (0.029%)
 # of Years           ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>       <C>
      1        5.0%      990.75   -0.93%   -0.97%     990.75   -0.93%   -0.95%
      3        5.0%     1027.33    0.90%    0.86%    1027.33    0.90%    0.87%
      5        4.0%     1127.32    2.43%    2.38%    1127.32    2.43%    2.40%

<PAGE>

     10        0.0%     1585.62    4.72%    4.67%    1585.62    4.72%    4.69%

<CAPTION>

                             Accumulation Unit Values
            ------------------------------------------------------------
                   ENCHLTH
                 ENCHLTH.150
<S>                <C>
09-99-85           6.538911
09-99-90           8.829373
09-99-92           9.587797
09-99-94           9.941861
09-99-95          10.368234
</TABLE>
(Day = 99 means end-of-month.)

<PAGE>

                                                            02/07/96  16:06:45
AIAF (ACES ACCT C                                                  HLTH150.WWO
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Gross Deposit:    1000.00
Net Deposit:      1000.00

                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                                 AIFACE                       AIFACE                       AIFACE
                        Nom. 30.00 M.F. (0.175%)     Nom. 25.00 M.F. (0.146%)     Nom. 20.00 M.F. (0.117%)
 # of Years           ---------------------------  ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>      <C>       <C>       <C>      <C>
      1        5.0%     1136.29   13.63%   13.45%    1136.29   13.63%   13.48%    1136.29   13.63%   13.51%
      3        5.0%     1231.00    7.17%    7.00%    1231.00    7.17%    7.03%    1231.00    7.17%    7.06%
      5        4.0%     1584.72    9.65%    9.47%    1584.72    9.65%    9.50%    1584.72    9.65%    9.53%
From 06-23-89  4.0%     1623.58    8.03%    7.86%    1623.58    8.03%    7.89%    1623.58    8.03%    7.92%

- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00

<CAPTION>
                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                                 AIFACE                       AIFACE                       AIFACE
                        Nom. 15.00 M.F. (0.088%)     Nom. 12.50 M.F. (0.073%)     Nom. 10.00 M.F. (0.058%)
 # of Years           ---------------------------  ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>      <C>       <C>       <C>      <C>
      1        5.0%     1136.29   13.63%   13.54%    1136.29   13.63%   13.56%    1136.29   13.63%   13.57%
      3        5.0%     1231.00    7.17%    7.09%    1231.00    7.17%    7.10%    1231.00    7.17%    7.12%
      5        4.0%     1584.72    9.65%    9.56%    1584.72    9.65%    9.57%    1584.72    9.65%    9.59%
From 06-23-89  4.0%     1623.58    8.03%    7.95%    1623.58    8.03%    7.96%    1623.58    8.03%    7.98%

- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00

<CAPTION>
                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                                 AIFACE                       AIFACE
                        Nom.  7.50 M.F. (0.044%)     Nom.  5.00 M.F. (0.029%)
 # of Years           ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>       <C>
      1        5.0%     1136.29   13.63%   13.59%    1136.29   13.63%   13.60%
      3        5.0%     1231.00    7.17%    7.13%    1231.00    7.17%    7.14%
      5        4.0%     1584.72    9.65%    9.60%    1584.72    9.65%    9.62%


<PAGE>

From 06-23-89  4.0%     1623.58    8.03%    7.99%    1623.58    8.03%    8.01%

<CAPTION>

                             Accumulation Unit Values
            ------------------------------------------------------------
                   AIFACE
                 AIFHLTH.150
<S>                <C>
06-23-89           7.615822 i
09-99-90           7.802564
09-99-92           9.939941
09-99-94          10.768364
09-99-95          12.880090 i
</TABLE>
(Unit values marked 'i' are used for from-inception calculations.)
(Day = 99 means end-of-month.)

<PAGE>


                                                            02/07/96  16:06:45
Alger Growth (ACES                                                 HLTH150.WWO
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Gross Deposit:    1000.00
Net Deposit:      1000.00

                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                                ALGGHLTH                     ALGGHLTH                     ALGGHLTH
                        Nom. 30.00 M.F. (0.175%)     Nom. 25.00 M.F. (0.146%)     Nom. 20.00 M.F. (0.117%)
 # of Years           ---------------------------  ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>      <C>       <C>       <C>      <C>
      1        5.0%     1381.79   38.18%   38.00%    1381.79   38.18%   38.03%    1381.79   38.18%   38.06%
      3        5.0%     1846.01   22.67%   22.50%    1846.01   22.67%   22.53%    1846.01   22.67%   22.55%
      5        4.0%     2815.89   23.01%   22.83%    2815.89   23.01%   22.86%    2815.89   23.01%   22.89%
From 01-08-89  4.0%     3149.01   18.60%   18.42%    3149.01   18.60%   18.45%    3149.01   18.60%   18.48%

- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00

<CAPTION>
                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                                ALGGHLTH                     ALGGHLTH                     ALGGHLTH
                        Nom. 15.00 M.F. (0.088%)     Nom. 12.50 M.F. (0.073%)     Nom. 10.00 M.F. (0.058%)
 # of Years           ---------------------------  ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>      <C>       <C>       <C>      <C>
      1        5.0%     1381.79   38.18%   38.09%    1381.79   38.18%   38.11%    1381.79   38.18%   38.12%
      3        5.0%     1846.01   22.67%   22.58%    1846.01   22.67%   22.60%    1846.01   22.67%   22.61%
      5        4.0%     2815.89   23.01%   22.92%    2815.89   23.01%   22.93%    2815.89   23.01%   22.95%
From 01-08-89  4.0%     3149.01   18.60%   18.51%    3149.01   18.60%   18.52%    3149.01   18.60%   18.54%

- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00

<CAPTION>
                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                                ALGGHLTH                     ALGGHLTH
                        Nom.  7.50 M.F. (0.044%)     Nom.  5.00 M.F. (0.029%)
 # of Years           ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>       <C>
      1        5.0%     1381.79   38.18%   38.14%    1381.79   38.18%   38.15%
      3        5.0%     1846.01   22.67%   22.63%    1846.01   22.67%   22.64%
      5        4.0%     2815.89   23.01%   22.96%    2815.89   23.01%   22.98%

<PAGE>

From 01-08-89  4.0%     3149.01   18.60%   18.55%    3149.01   18.60%   18.57%

<CAPTION>

                             Accumulation Unit Values
            ------------------------------------------------------------
                  ALGGHLTH
                ALGGHLTH.150
<S>                <C>
01-08-89           3.208363 i
09-99-90           3.587911
09-99-92           5.415969
09-99-94           7.235484
09-99-95          10.524138 i
</TABLE>
(Unit values marked 'i' are used for from-inception calculations.)
(Day = 99 means end-of-month.)

<PAGE>

                                                            02/07/96  16:06:45
Alger Small Cap (ACES ACCT C                                       HLTH150.WWO
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Gross Deposit:    1000.00
Net Deposit:      1000.00

                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                                ALGHLTH                      ALGHLTH                      ALGHLTH
                        Nom. 30.00 M.F. (0.175%)     Nom. 25.00 M.F. (0.146%)     Nom. 20.00 M.F. (0.117%)
 # of Years           ---------------------------  ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------  ---------   ------   ------
<S>            <C>    <C>         <C>      <C>     <C>         <C>      <C>     <C>         <C>      <C>
      1        5.0%     1511.50   51.15%   50.98%    1511.50   51.15%   51.00%    1511.50   51.15%   51.03%
      3        5.0%     1825.27   22.21%   22.04%    1825.27   22.21%   22.06%    1825.27   22.21%   22.09%
      5        4.0%     2883.69   23.59%   23.42%    2883.69   23.59%   23.45%    2883.69   23.59%   23.47%
From 09-21-88  3.0%     4148.95   22.45%   22.28%    4148.95   22.45%   22.31%    4148.95   22.45%   22.34%

- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00

<CAPTION>
                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                                ALGHLTH                      ALGHLTH                      ALGHLTH
                        Nom. 15.00 M.F. (0.088%)     Nom. 12.50 M.F. (0.073%)     Nom. 10.00 M.F. (0.058%)
 # of Years           ---------------------------  ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------  ---------   ------   ------
<S>            <C>    <C>         <C>      <C>     <C>         <C>      <C>     <C>         <C>      <C>
      1        5.0%     1511.50   51.15%   51.06%    1511.50   51.15%   51.08%    1511.50   51.15%   51.09%
      3        5.0%     1825.27   22.21%   22.12%    1825.27   22.21%   22.14%    1825.27   22.21%   22.15%
      5        4.0%     2883.69   23.59%   23.50%    2883.69   23.59%   23.52%    2883.69   23.59%   23.53%
From 09-21-88  3.0%     4148.95   22.45%   22.37%    4148.95   22.45%   22.38%    4148.95   22.45%   22.40%

- ------------------------------------------------------------------------------
Gross Deposit:    1000.00

<CAPTION>
Net Deposit:      1000.00
                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                                ALGHLTH                      ALGHLTH
                        Nom.  7.50 M.F. (0.044%)     Nom.  5.00 M.F. (0.029%)
 # of Years           ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR
<S>           <C>      <C>       <C>      <C>       <C>       <C>       <C>
- ------------   ----   ---------   ------   ------  ---------   ------   ------
      1        5.0%     1511.50   51.15%   51.11%    1511.50   51.15%   51.12%
      3        5.0%     1825.27   22.21%   22.17%    1825.27   22.21%   22.18%
      5        4.0%     2883.69   23.59%   23.55%    2883.69   23.59%   23.56%

<PAGE>


From 09-21-88  3.0%     4148.95   22.45%   22.41%    4148.95   22.45%   22.43%

<CAPTION>

                             Accumulation Unit Values
            ------------------------------------------------------------
                   ALGHLTH
                ALGSCHLTH.150
<S>                <C>
09-21-88           3.368489 i
09-99-90           4.796503
09-99-92           7.498879
09-99-94           9.055601
09-99-95          14.407928 i
</TABLE>
(Unit values marked 'i' are used for from-inception calculations.)
(Day = 99 means end-of-month.)

<PAGE>

                                                            02/07/96  16:06:45
Calvert Responsibly Invested Balanced Portfolio (ACES ACCT C       HLTH150.WWO
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Gross Deposit:    1000.00
Net Deposit:      1000.00

                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                                CALHLTH                      CALHLTH                      CALHLTH
                        Nom. 30.00 M.F. (0.175%)     Nom. 25.00 M.F. (0.146%)     Nom. 20.00 M.F. (0.117%)
 # of Years           ---------------------------  ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>      <C>       <C>       <C>      <C>
      1        5.0%     1164.03   16.40%   16.23%    1164.03   16.40%   16.26%    1164.03   16.40%   16.29%
      3        5.0%     1235.47    7.30%    7.13%    1235.47    7.30%    7.16%    1235.47    7.30%    7.19%
      5        4.0%     1558.72    9.28%    9.11%    1558.72    9.28%    9.14%    1558.72    9.28%    9.17%
From 09-99-86  2.0%     2334.36    9.88%    9.70%    2334.36    9.88%    9.73%    2334.36    9.88%    9.76%

- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00

<CAPTION>
                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                                CALHLTH                      CALHLTH                      CALHLTH
                        Nom. 15.00 M.F. (0.088%)     Nom. 12.50 M.F. (0.073%)     Nom. 10.00 M.F. (0.058%)
 # of Years           ---------------------------  ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>      <C>       <C>       <C>      <C>
      1        5.0%     1164.03   16.40%   16.32%    1164.03   16.40%   16.33%    1164.03   16.40%   16.35%
      3        5.0%     1235.47    7.30%    7.21%    1235.47    7.30%    7.23%    1235.47    7.30%    7.24%
      5        4.0%     1558.72    9.28%    9.20%    1558.72    9.28%    9.21%    1558.72    9.28%    9.23%
From 09-99-86  2.0%     2334.36    9.88%    9.79%    2334.36    9.88%    9.80%    2334.36    9.88%    9.82%

- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00

<CAPTION>
                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                                CALHLTH                      CALHLTH
                        Nom.  7.50 M.F. (0.044%)     Nom.  5.00 M.F. (0.029%)
 # of Years           ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>       <C>
      1        5.0%     1164.03   16.40%   16.36%    1164.03   16.40%   16.37%
      3        5.0%     1235.47    7.30%    7.26%    1235.47    7.30%    7.27%
      5        4.0%     1558.72    9.28%    9.24%    1558.72    9.28%    9.25%

<PAGE>

From 09-99-86  2.0%     2334.36    9.88%    9.83%    2334.36    9.88%    9.85%

<CAPTION>

                             Accumulation Unit Values
            ------------------------------------------------------------
                   CALHLTH
                 CALHLTH.150
<S>                <C>
09-99-86           5.373079 i
09-99-90           7.882558
09-99-92           9.841431
09-99-94          10.445289
09-99-95          12.798656 i
</TABLE>
(Unit values marked 'i' are used for from-inception calculations.)
(Day = 99 means end-of-month.)

<PAGE>

                                                            02/07/96  16:06:45
Fidelity Contrafund (ACES ACCT C                                   HLTH150.WWO
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Gross Deposit:    1000.00
Net Deposit:      1000.00

                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                                FDCFHLTH                     FDCFHLTH                     FDCFHLTH
                        Nom. 30.00 M.F. (0.175%)     Nom. 25.00 M.F. (0.146%)     Nom. 20.00 M.F. (0.117%)
 # of Years           ---------------------------  ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>      <C>       <C>       <C>      <C>
From 01-03-95  5.0%     1309.76   30.98%   30.80%    1309.76   30.98%   30.83%    1309.76   30.98%   30.86%
From 01-03-95  5.0%     1309.76   30.98%   30.80%    1309.76   30.98%   30.83%    1309.76   30.98%   30.86%
From 01-03-95  5.0%     1309.76   30.98%   30.80%    1309.76   30.98%   30.83%    1309.76   30.98%   30.86%
From 01-03-95  5.0%     1309.76   30.98%   30.80%    1309.76   30.98%   30.83%    1309.76   30.98%   30.86%

- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00

<CAPTION>
                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                                FDCFHLTH                     FDCFHLTH                     FDCFHLTH
                        Nom. 15.00 M.F. (0.088%)     Nom. 12.50 M.F. (0.073%)     Nom. 10.00 M.F. (0.058%)
 # of Years           ---------------------------  ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>      <C>       <C>       <C>      <C>
From 01-03-95  5.0%     1309.76   30.98%   30.89%    1309.76   30.98%   30.90%    1309.76   30.98%   30.92%
From 01-03-95  5.0%     1309.76   30.98%   30.89%    1309.76   30.98%   30.90%    1309.76   30.98%   30.92%
From 01-03-95  5.0%     1309.76   30.98%   30.89%    1309.76   30.98%   30.90%    1309.76   30.98%   30.92%
From 01-03-95  5.0%     1309.76   30.98%   30.89%    1309.76   30.98%   30.90%    1309.76   30.98%   30.92%

- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00

<CAPTION>
                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                                FDCFHLTH                     FDCFHLTH
                        Nom.  7.50 M.F. (0.044%)     Nom.  5.00 M.F. (0.029%)
 # of Years           ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>       <C>
From 01-03-95  5.0%     1309.76   30.98%   30.93%    1309.76   30.98%   30.95%
From 01-03-95  5.0%     1309.76   30.98%   30.93%    1309.76   30.98%   30.95%
From 01-03-95  5.0%     1309.76   30.98%   30.93%    1309.76   30.98%   30.95%

<PAGE>

From 01-03-95  5.0%     1309.76   30.98%   30.93%    1309.76   30.98%   30.95%

<CAPTION>

                             Accumulation Unit Values
            ------------------------------------------------------------
                  FDCFHLTH
                FDCFHLTH.150
<S>                <C>
01-03-95           7.538981 i
09-99-95          10.393882 i
</TABLE>
(Unit values marked 'i' are used for from-inception calculations.)
(Day = 99 means end-of-month.)

<PAGE>

                                                            02/07/96  16:06:45
Fidelity Growth (ACES                                              HLTH150.WWO
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Gross Deposit:    1000.00
Net Deposit:      1000.00

                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                                FIDGHLTH                     FIDGHLTH                     FIDGHLTH
                        Nom. 30.00 M.F. (0.175%)     Nom. 25.00 M.F. (0.146%)     Nom. 20.00 M.F. (0.117%)
 # of Years           ---------------------------  ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>      <C>       <C>       <C>      <C>
      1        5.0%     1354.46   35.45%   35.27%    1354.46   35.45%   35.30%    1354.46   35.45%   35.33%
      3        5.0%     1748.87   20.48%   20.31%    1748.87   20.48%   20.34%    1748.87   20.48%   20.36%
      5        4.0%     2563.34   20.72%   20.54%    2563.34   20.72%   20.57%    2563.34   20.72%   20.60%
From 11-07-86  3.0%     3175.81   13.87%   13.70%    3175.81   13.87%   13.73%    3175.81   13.87%   13.75%

- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00

<CAPTION>
                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                                FIDGHLTH                     FIDGHLTH                     FIDGHLTH
                        Nom. 15.00 M.F. (0.088%)     Nom. 12.50 M.F. (0.073%)     Nom. 10.00 M.F. (0.058%)
 # of Years           ---------------------------  ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>      <C>       <C>       <C>      <C>
      1        5.0%     1354.46   35.45%   35.36%    1354.46   35.45%   35.37%    1354.46   35.45%   35.39%
      3        5.0%     1748.87   20.48%   20.39%    1748.87   20.48%   20.41%    1748.87   20.48%   20.42%
      5        4.0%     2563.34   20.72%   20.63%    2563.34   20.72%   20.64%    2563.34   20.72%   20.66%
From 11-07-86  3.0%     3175.81   13.87%   13.78%    3175.81   13.87%   13.80%    3175.81   13.87%   13.81%

- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00

<CAPTION>
                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                                FIDGHLTH                     FIDGHLTH
                        Nom.  7.50 M.F. (0.044%)     Nom.  5.00 M.F. (0.029%)
 # of Years           ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>       <C>
      1        5.0%     1354.46   35.45%   35.40%    1354.46   35.45%   35.42%
      3        5.0%     1748.87   20.48%   20.44%    1748.87   20.48%   20.45%
      5        4.0%     2563.34   20.72%   20.67%    2563.34   20.72%   20.69%

<PAGE>

From 11-07-86  3.0%     3175.81   13.87%   13.83%    3175.81   13.87%   13.84%

<CAPTION>

                             Accumulation Unit Values
            ------------------------------------------------------------
                  FIDGHLTH
                FIDGHLTH.150
<S>                <C>
11-07-86           3.147478 i
09-99-90           3.859312
09-99-92           5.597699
09-99-94           7.227749
09-99-95          10.304932 i
</TABLE>
(Unit values marked 'i' are used for from-inception calculations.)
(Day = 99 means end-of-month.)

<PAGE>

                                                            02/07/96  16:06:45
Fidelity Equity Income (ACES                                       HLTH150.WWO
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Gross Deposit:    1000.00
Net Deposit:      1000.00

                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                               FIDEIHLTH                    FIDEIHLTH                    FIDEIHLTH
                        Nom. 30.00 M.F. (0.175%)     Nom. 25.00 M.F. (0.146%)     Nom. 20.00 M.F. (0.117%)
 # of Years           ---------------------------  ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>      <C>       <C>       <C>      <C>
      1        5.0%     1179.68   17.97%   17.79%    1179.68   17.97%   17.82%    1179.68   17.97%   17.85%
      3        5.0%     1577.43   16.41%   16.23%    1577.43   16.41%   16.26%    1577.43   16.41%   16.29%
      5        4.0%     2357.13   18.71%   18.53%    2357.13   18.71%   18.56%    2357.13   18.71%   18.59%
From 10-22-86  3.0%     2538.57   10.98%   10.81%    2538.57   10.98%   10.84%    2538.57   10.98%   10.87%

- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00

<CAPTION>
                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                               FIDEIHLTH                    FIDEIHLTH                    FIDEIHLTH
                        Nom. 15.00 M.F. (0.088%)     Nom. 12.50 M.F. (0.073%)     Nom. 10.00 M.F. (0.058%)
 # of Years           ---------------------------  ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>      <C>       <C>       <C>      <C>
      1        5.0%     1179.68   17.97%   17.88%    1179.68   17.97%   17.90%    1179.68   17.97%   17.91%
      3        5.0%     1577.43   16.41%   16.32%    1577.43   16.41%   16.34%    1577.43   16.41%   16.35%
      5        4.0%     2357.13   18.71%   18.62%    2357.13   18.71%   18.63%    2357.13   18.71%   18.65%
From 10-22-86  3.0%     2538.57   10.98%   10.90%    2538.57   10.98%   10.91%    2538.57   10.98%   10.93%

- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00

<CAPTION>
                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                               FIDEIHLTH                    FIDEIHLTH
                        Nom.  7.50 M.F. (0.044%)     Nom.  5.00 M.F. (0.029%)
 # of Years           ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>       <C>
      1        5.0%     1179.68   17.97%   17.92%    1179.68   17.97%   17.94%
      3        5.0%     1577.43   16.41%   16.36%    1577.43   16.41%   16.38%
      5        4.0%     2357.13   18.71%   18.66%    2357.13   18.71%   18.68%

<PAGE>

From 10-22-86  3.0%     2538.57   10.98%   10.94%    2538.57   10.98%   10.95%

<CAPTION>

                             Accumulation Unit Values
            ------------------------------------------------------------
                  FIDEIHLTH
                FIDEIHLTH.150
<S>                <C>
10-22-86           3.916857 i
09-99-90           4.174864
09-99-92           6.173478
09-99-94           8.254923
09-99-95          10.250722 i
</TABLE>
(Unit values marked 'i' are used for from-inception calculations.)
(Day = 99 means end-of-month.)

<PAGE>

                                                            02/07/96  16:06:45
Fidelity Overseas (ACES                                            HLTH150.WWO
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Gross Deposit:    1000.00
Net Deposit:      1000.00

                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                               FIDOSHLTH                    FIDOSHLTH                    FIDOSHLTH
                        Nom. 30.00 M.F. (0.175%)     Nom. 25.00 M.F. (0.146%)     Nom. 20.00 M.F. (0.117%)
 # of Years           ---------------------------  ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>      <C>       <C>       <C>      <C>
      1        5.0%      981.58   -1.84%   -2.02%     981.58   -1.84%   -1.99%     981.58   -1.84%   -1.96%
      3        5.0%     1293.67    8.96%    8.79%    1293.67    8.96%    8.82%    1293.67    8.96%    8.84%
      5        4.0%     1355.58    6.27%    6.10%    1355.58    6.27%    6.13%    1355.58    6.27%    6.16%
From 02-13-87  3.0%     1567.12    5.35%    5.17%    1567.12    5.35%    5.20%    1567.12    5.35%    5.23%

- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00

<CAPTION>
                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                               FIDOSHLTH                    FIDOSHLTH                    FIDOSHLTH
                        Nom. 15.00 M.F. (0.088%)     Nom. 12.50 M.F. (0.073%)     Nom. 10.00 M.F. (0.058%)
 # of Years           ---------------------------  ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>      <C>       <C>       <C>      <C>
      1        5.0%      981.58   -1.84%   -1.93%     981.58   -1.84%   -1.92%     981.58   -1.84%   -1.90%
      3        5.0%     1293.67    8.96%    8.87%    1293.67    8.96%    8.89%    1293.67    8.96%    8.90%
      5        4.0%     1355.58    6.27%    6.19%    1355.58    6.27%    6.20%    1355.58    6.27%    6.22%
From 02-13-87  3.0%     1567.12    5.35%    5.26%    1567.12    5.35%    5.27%    1567.12    5.35%    5.29%

- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00

<CAPTION>
                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                               FIDOSHLTH                    FIDOSHLTH
                        Nom.  7.50 M.F. (0.044%)     Nom.  5.00 M.F. (0.029%)
 # of Years           ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>       <C>
      1        5.0%      981.58   -1.84%   -1.89%     981.58   -1.84%   -1.87%
      3        5.0%     1293.67    8.96%    8.92%    1293.67    8.96%    8.93%
      5        4.0%     1355.58    6.27%    6.23%    1355.58    6.27%    6.24%

<PAGE>

From 02-13-87  3.0%     1567.12    5.35%    5.30%    1567.12    5.35%    5.32%

<CAPTION>

                             Accumulation Unit Values
            ------------------------------------------------------------
                  FIDOSHLTH
                FIDOSHLTH.150
<S>                <C>
02-13-87           5.928449 i
09-99-90           6.782972
09-99-92           7.033500
09-99-94           9.269799
09-99-95           9.577961 i
</TABLE>
(Unit values marked 'i' are used for from-inception calculations.)
(Day = 99 means end-of-month.)

<PAGE>

                                                            02/07/96  16:06:45
Franklin Government Securities (ACES ACCT C                        HLTH150.WWO
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Gross Deposit:    1000.00
Net Deposit:      1000.00

                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                                FRKHLTH                      FRKHLTH                      FRKHLTH
                        Nom. 30.00 M.F. (0.175%)     Nom. 25.00 M.F. (0.146%)     Nom. 20.00 M.F. (0.117%)
 # of Years           ---------------------------  ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>      <C>       <C>       <C>      <C>
      1        5.0%     1072.35    7.24%    7.06%    1072.35    7.24%    7.09%    1072.35    7.24%    7.12%
      3        5.0%     1076.03    2.47%    2.30%    1076.03    2.47%    2.33%    1076.03    2.47%    2.36%
      5        4.0%     1370.06    6.50%    6.32%    1370.06    6.50%    6.35%    1370.06    6.50%    6.38%
From 05-30-89  4.0%     1509.90    6.72%    6.54%    1509.90    6.72%    6.57%    1509.90    6.72%    6.60%

- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00

<CAPTION>
                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                                FRKHLTH                      FRKHLTH                      FRKHLTH
                        Nom. 15.00 M.F. (0.088%)     Nom. 12.50 M.F. (0.073%)     Nom. 10.00 M.F. (0.058%)
 # of Years           ---------------------------  ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>      <C>       <C>       <C>      <C>
      1        5.0%     1072.35    7.24%    7.15%    1072.35    7.24%    7.16%    1072.35    7.24%    7.18%
      3        5.0%     1076.03    2.47%    2.38%    1076.03    2.47%    2.40%    1076.03    2.47%    2.41%
      5        4.0%     1370.06    6.50%    6.41%    1370.06    6.50%    6.43%    1370.06    6.50%    6.44%
From 05-30-89  4.0%     1509.90    6.72%    6.63%    1509.90    6.72%    6.65%    1509.90    6.72%    6.66%

- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00

<CAPTION>
                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                                FRKHLTH                      FRKHLTH
                        Nom.  7.50 M.F. (0.044%)     Nom.  5.00 M.F. (0.029%)
 # of Years           ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>       <C>
      1        5.0%     1072.35    7.24%    7.19%    1072.35    7.24%    7.21%
      3        5.0%     1076.03    2.47%    2.43%    1076.03    2.47%    2.44%
      5        4.0%     1370.06    6.50%    6.46%    1370.06    6.50%    6.47%

<PAGE>

From 05-30-89  4.0%     1509.90    6.72%    6.67%    1509.90    6.72%    6.69%

<CAPTION>

                             Accumulation Unit Values
            ------------------------------------------------------------
                   FRKHLTH
                 FRKHLTH.150
<S>                <C>
05-30-89           7.140509 i
09-99-90           7.869333
09-99-92           9.915293
09-99-94           9.949282
09-99-95          11.230693 i
</TABLE>
(Unit values marked 'i' are used for from-inception calculations.)
(Day = 99 means end-of-month.)

<PAGE>

                                                            02/07/96  16:06:45
Janus Aspen Aggressive Growth (ACES ACCT C                         HLTH150.WWO
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Gross Deposit:    1000.00
Net Deposit:      1000.00

                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                                JAGHLTH                      JAGHLTH                      JAGHLTH
                        Nom. 30.00 M.F. (0.175%)     Nom. 25.00 M.F. (0.146%)     Nom. 20.00 M.F. (0.117%)
 # of Years           ---------------------------  ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>      <C>       <C>       <C>      <C>
      1        5.0%     1193.90   19.39%   19.22%    1193.90   19.39%   19.24%    1193.90   19.39%   19.27%
From 09-13-93  5.0%     1529.52   23.08%   22.90%    1529.52   23.08%   22.93%    1529.52   23.08%   22.96%
From 09-13-93  5.0%     1529.52   23.08%   22.90%    1529.52   23.08%   22.93%    1529.52   23.08%   22.96%
From 09-13-93  5.0%     1529.52   23.08%   22.90%    1529.52   23.08%   22.93%    1529.52   23.08%   22.96%

- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00

<CAPTION>
                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                                JAGHLTH                      JAGHLTH                      JAGHLTH
                        Nom. 15.00 M.F. (0.088%)     Nom. 12.50 M.F. (0.073%)     Nom. 10.00 M.F. (0.058%)
 # of Years           ---------------------------  ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>      <C>       <C>       <C>      <C>
      1        5.0%     1193.90   19.39%   19.30%    1193.90   19.39%   19.32%    1193.90   19.39%   19.33%
From 09-13-93  5.0%     1529.52   23.08%   22.99%    1529.52   23.08%   23.00%    1529.52   23.08%   23.02%
From 09-13-93  5.0%     1529.52   23.08%   22.99%    1529.52   23.08%   23.00%    1529.52   23.08%   23.02%
From 09-13-93  5.0%     1529.52   23.08%   22.99%    1529.52   23.08%   23.00%    1529.52   23.08%   23.02%

- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00

<CAPTION>
                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                                JAGHLTH                      JAGHLTH
                        Nom.  7.50 M.F. (0.044%)     Nom.  5.00 M.F. (0.029%)
 # of Years           ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>       <C>
      1        5.0%     1193.90   19.39%   19.35%    1193.90   19.39%   19.36%
From 09-13-93  5.0%     1529.52   23.08%   23.03%    1529.52   23.08%   23.05%
From 09-13-93  5.0%     1529.52   23.08%   23.03%    1529.52   23.08%   23.05%

<PAGE>

From 09-13-93  5.0%     1529.52   23.08%   23.03%    1529.52   23.08%   23.05%
<CAPTION>

                             Accumulation Unit Values
            ------------------------------------------------------------
                   JAGHLTH
                 JAGHLTH.150
<S>                <C>
09-13-93           7.829372 i
09-99-94          10.030260
09-99-95          12.605449 i
</TABLE>
(Unit values marked 'i' are used for from-inception calculations.)
(Day = 99 means end-of-month.)

<PAGE>

                                                            02/07/96  16:06:45
Janus Aspen Balanced (ACES                                         HLTH150.WWO
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Gross Deposit:    1000.00
Net Deposit:      1000.00

                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                                JBALHLTH                     JBALHLTH                     JBALHLTH
                        Nom. 30.00 M.F. (0.175%)     Nom. 25.00 M.F. (0.146%)     Nom. 20.00 M.F. (0.117%)
 # of Years           ---------------------------  ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>      <C>       <C>       <C>      <C>
      1        5.0%     1085.53    8.55%    8.38%    1085.53    8.55%    8.41%    1085.53    8.55%    8.44%
From 09-13-93  5.0%     1167.11    7.84%    7.67%    1167.11    7.84%    7.70%    1167.11    7.84%    7.73%
From 09-13-93  5.0%     1167.11    7.84%    7.67%    1167.11    7.84%    7.70%    1167.11    7.84%    7.73%
From 09-13-93  5.0%     1167.11    7.84%    7.67%    1167.11    7.84%    7.70%    1167.11    7.84%    7.73%

- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00

<CAPTION>
                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                                JBALHLTH                     JBALHLTH                     JBALHLTH
                        Nom. 15.00 M.F. (0.088%)     Nom. 12.50 M.F. (0.073%)     Nom. 10.00 M.F. (0.058%)
 # of Years           ---------------------------  ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>      <C>       <C>       <C>      <C>
      1        5.0%     1085.53    8.55%    8.47%    1085.53    8.55%    8.48%    1085.53    8.55%    8.50%
From 09-13-93  5.0%     1167.11    7.84%    7.76%    1167.11    7.84%    7.77%    1167.11    7.84%    7.79%
From 09-13-93  5.0%     1167.11    7.84%    7.76%    1167.11    7.84%    7.77%    1167.11    7.84%    7.79%
From 09-13-93  5.0%     1167.11    7.84%    7.76%    1167.11    7.84%    7.77%    1167.11    7.84%    7.79%

- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00

<CAPTION>
                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                                JBALHLTH                     JBALHLTH
                        Nom.  7.50 M.F. (0.044%)     Nom.  5.00 M.F. (0.029%)
 # of Years           ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>       <C>
      1        5.0%     1085.53    8.55%    8.51%    1085.53    8.55%    8.52%
From 09-13-93  5.0%     1167.11    7.84%    7.80%    1167.11    7.84%    7.81%
From 09-13-93  5.0%     1167.11    7.84%    7.80%    1167.11    7.84%    7.81%

<PAGE>

From 09-13-93  5.0%     1167.11    7.84%    7.80%    1167.11    7.84%    7.81%
<CAPTION>

                             Accumulation Unit Values
            ------------------------------------------------------------
                  JBALHLTH
                JBALHLTH.150
<S>                <C>
09-13-93           8.276858 i
09-99-94           8.898926
09-99-95          10.168414 i
</TABLE>
(Unit values marked 'i' are used for from-inception calculations.)
(Day = 99 means end-of-month.)

<PAGE>

                                                            02/07/96  16:06:45
Janus Aspen Growth (ACES                                           HLTH150.WWO
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Gross Deposit:    1000.00
Net Deposit:      1000.00

                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                                 JGHLTH                       JGHLTH                       JGHLTH
                        Nom. 30.00 M.F. (0.175%)     Nom. 25.00 M.F. (0.146%)     Nom. 20.00 M.F. (0.117%)
 # of Years           ---------------------------  ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>      <C>       <C>       <C>      <C>
      1        5.0%     1163.40   16.34%   16.17%    1163.40   16.34%   16.19%    1163.40   16.34%   16.22%
From 09-13-93  5.0%     1215.81   10.02%    9.84%    1215.81   10.02%    9.87%    1215.81   10.02%    9.90%
From 09-13-93  5.0%     1215.81   10.02%    9.84%    1215.81   10.02%    9.87%    1215.81   10.02%    9.90%
From 09-13-93  5.0%     1215.81   10.02%    9.84%    1215.81   10.02%    9.87%    1215.81   10.02%    9.90%

- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00

<CAPTION>
                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                                 JGHLTH                       JGHLTH                       JGHLTH
                        Nom. 15.00 M.F. (0.088%)     Nom. 12.50 M.F. (0.073%)     Nom. 10.00 M.F. (0.058%)
 # of Years           ---------------------------  ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>      <C>       <C>       <C>      <C>
      1        5.0%     1163.40   16.34%   16.25%    1163.40   16.34%   16.27%    1163.40   16.34%   16.28%
From 09-13-93  5.0%     1215.81   10.02%    9.93%    1215.81   10.02%    9.95%    1215.81   10.02%    9.96%
From 09-13-93  5.0%     1215.81   10.02%    9.93%    1215.81   10.02%    9.95%    1215.81   10.02%    9.96%
From 09-13-93  5.0%     1215.81   10.02%    9.93%    1215.81   10.02%    9.95%    1215.81   10.02%    9.96%

- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00

<CAPTION>
                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                                 JGHLTH                       JGHLTH
                        Nom.  7.50 M.F. (0.044%)     Nom.  5.00 M.F. (0.029%)
 # of Years           ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>       <C>
      1        5.0%     1163.40   16.34%   16.30%    1163.40   16.34%   16.31%
From 09-13-93  5.0%     1215.81   10.02%    9.97%    1215.81   10.02%    9.99%
From 09-13-93  5.0%     1215.81   10.02%    9.97%    1215.81   10.02%    9.99%

<PAGE>

From 09-13-93  5.0%     1215.81   10.02%    9.97%    1215.81   10.02%    9.99%
<CAPTION>

                             Accumulation Unit Values
            ------------------------------------------------------------
                   JGHLTH
                 JGHLTH.150
<S>                <C>
09-13-93           8.079926 i
09-99-94           8.443898
09-99-95          10.340652 i
</TABLE>
(Unit values marked 'i' are used for from-inception calculations.)
(Day = 99 means end-of-month.)

<PAGE>

                                                            02/07/96  16:06:45
Janus Aspen Flexible Income (ACES ACCT C                           HLTH150.WWO
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Gross Deposit:    1000.00
Net Deposit:      1000.00

                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                                JFIHLTH                      JFIHLTH                      JFIHLTH
                        Nom. 30.00 M.F. (0.175%)     Nom. 25.00 M.F. (0.146%)     Nom. 20.00 M.F. (0.117%)
 # of Years           ---------------------------  ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>      <C>       <C>       <C>      <C>
      1        5.0%     1091.26    9.13%    8.95%    1091.26    9.13%    8.98%    1091.26    9.13%    9.01%
From 09-13-93  5.0%     1081.01    3.88%    3.70%    1081.01    3.88%    3.73%    1081.01    3.88%    3.76%
From 09-13-93  5.0%     1081.01    3.88%    3.70%    1081.01    3.88%    3.73%    1081.01    3.88%    3.76%
From 09-13-93  5.0%     1081.01    3.88%    3.70%    1081.01    3.88%    3.73%    1081.01    3.88%    3.76%

- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00

<CAPTION>
                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                                JFIHLTH                      JFIHLTH                      JFIHLTH
                        Nom. 15.00 M.F. (0.088%)     Nom. 12.50 M.F. (0.073%)     Nom. 10.00 M.F. (0.058%)
 # of Years           ---------------------------  ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>      <C>       <C>       <C>      <C>
      1        5.0%     1091.26    9.13%    9.04%    1091.26    9.13%    9.05%    1091.26    9.13%    9.07%
From 09-13-93  5.0%     1081.01    3.88%    3.79%    1081.01    3.88%    3.81%    1081.01    3.88%    3.82%
From 09-13-93  5.0%     1081.01    3.88%    3.79%    1081.01    3.88%    3.81%    1081.01    3.88%    3.82%
From 09-13-93  5.0%     1081.01    3.88%    3.79%    1081.01    3.88%    3.81%    1081.01    3.88%    3.82%

- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00

<CAPTION>
                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                                JFIHLTH                      JFIHLTH
                        Nom.  7.50 M.F. (0.044%)     Nom.  5.00 M.F. (0.029%)
 # of Years           ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>       <C>
      1        5.0%     1091.26    9.13%    9.08%    1091.26    9.13%    9.10%
From 09-13-93  5.0%     1081.01    3.88%    3.84%    1081.01    3.88%    3.85%
From 09-13-93  5.0%     1081.01    3.88%    3.84%    1081.01    3.88%    3.85%

<PAGE>

From 09-13-93  5.0%     1081.01    3.88%    3.84%    1081.01    3.88%    3.85%

<CAPTION>

                             Accumulation Unit Values
            ------------------------------------------------------------
                   JFIHLTH
                 JFIHLTH.150
<S>                <C>
09-13-93          10.052908 i
09-99-94           9.958451
09-99-95          11.439283 i
</TABLE>
(Unit values marked 'i' are used for from-inception calculations.)
(Day = 99 means end-of-month.)

<PAGE>

                                                            02/07/96  16:06:45
Janus Aspen Short-Term Bond (ACES                                  HLTH150.WWO
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Gross Deposit:    1000.00
Net Deposit:      1000.00

                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                                JSTBHLTH                     JSTBHLTH                     JSTBHLTH
                        Nom. 30.00 M.F. (0.175%)     Nom. 25.00 M.F. (0.146%)     Nom. 20.00 M.F. (0.117%)
 # of Years           ---------------------------  ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>      <C>       <C>       <C>      <C>
      1        5.0%     1006.11    0.61%    0.44%    1006.11    0.61%    0.47%    1006.11    0.61%    0.49%
From 09-13-93  5.0%      996.51   -0.17%   -0.35%     996.51   -0.17%   -0.32%     996.51   -0.17%   -0.29%
From 09-13-93  5.0%      996.51   -0.17%   -0.35%     996.51   -0.17%   -0.32%     996.51   -0.17%   -0.29%
From 09-13-93  5.0%      996.51   -0.17%   -0.35%     996.51   -0.17%   -0.32%     996.51   -0.17%   -0.29%

- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00

<CAPTION>
                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                                JSTBHLTH                     JSTBHLTH                     JSTBHLTH
                        Nom. 15.00 M.F. (0.088%)     Nom. 12.50 M.F. (0.073%)     Nom. 10.00 M.F. (0.058%)
 # of Years           ---------------------------  ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>      <C>       <C>       <C>      <C>
      1        5.0%     1006.11    0.61%    0.52%    1006.11    0.61%    0.54%    1006.11    0.61%    0.55%
From 09-13-93  5.0%      996.51   -0.17%   -0.26%     996.51   -0.17%   -0.24%     996.51   -0.17%   -0.23%
From 09-13-93  5.0%      996.51   -0.17%   -0.26%     996.51   -0.17%   -0.24%     996.51   -0.17%   -0.23%
From 09-13-93  5.0%      996.51   -0.17%   -0.26%     996.51   -0.17%   -0.24%     996.51   -0.17%   -0.23%

- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00

<CAPTION>
                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                                JSTBHLTH                     JSTBHLTH
                        Nom.  7.50 M.F. (0.044%)     Nom.  5.00 M.F. (0.029%)
 # of Years           ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>       <C>
      1        5.0%     1006.11    0.61%    0.57%    1006.11    0.61%    0.58%
From 09-13-93  5.0%      996.51   -0.17%   -0.21%     996.51   -0.17%   -0.20%
From 09-13-93  5.0%      996.51   -0.17%   -0.21%     996.51   -0.17%   -0.20%

<PAGE>

From 09-13-93  5.0%      996.51   -0.17%   -0.21%     996.51   -0.17%   -0.20%

<CAPTION>

                             Accumulation Unit Values
            ------------------------------------------------------------
                  JSTBHLTH
                JSTBHLTH.150
<S>                <C>
09-13-93           9.581002 i
09-99-94           9.489621
09-99-95          10.050067 i
</TABLE>
(Unit values marked 'i' are used for from-inception calculations.)
(Day = 99 means end-of-month.)

<PAGE>

                                                            02/07/96  16:06:45
Janus Aspen Worldwide (ACES                                        HLTH150.WWO
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Gross Deposit:    1000.00
Net Deposit:      1000.00

                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                                JWWHLTH                      JWWHLTH                      JWWHLTH
                        Nom. 30.00 M.F. (0.175%)     Nom. 25.00 M.F. (0.146%)     Nom. 20.00 M.F. (0.117%)
 # of Years           ---------------------------  ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>      <C>       <C>       <C>      <C>
      1        5.0%     1119.42   11.94%   11.77%    1119.42   11.94%   11.80%    1119.42   11.94%   11.83%
From 09-13-93  5.0%     1345.85   15.62%   15.44%    1345.85   15.62%   15.47%    1345.85   15.62%   15.50%
From 09-13-93  5.0%     1345.85   15.62%   15.44%    1345.85   15.62%   15.47%    1345.85   15.62%   15.50%
From 09-13-93  5.0%     1345.85   15.62%   15.44%    1345.85   15.62%   15.47%    1345.85   15.62%   15.50%

- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00

<CAPTION>
                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                                JWWHLTH                      JWWHLTH                      JWWHLTH
                        Nom. 15.00 M.F. (0.088%)     Nom. 12.50 M.F. (0.073%)     Nom. 10.00 M.F. (0.058%)
 # of Years           ---------------------------  ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>      <C>       <C>       <C>      <C>
      1        5.0%     1119.42   11.94%   11.85%    1119.42   11.94%   11.87%    1119.42   11.94%   11.88%
From 09-13-93  5.0%     1345.85   15.62%   15.53%    1345.85   15.62%   15.55%    1345.85   15.62%   15.56%
From 09-13-93  5.0%     1345.85   15.62%   15.53%    1345.85   15.62%   15.55%    1345.85   15.62%   15.56%
From 09-13-93  5.0%     1345.85   15.62%   15.53%    1345.85   15.62%   15.55%    1345.85   15.62%   15.56%

- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00

<CAPTION>
                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                                JWWHLTH                      JWWHLTH
                        Nom.  7.50 M.F. (0.044%)     Nom.  5.00 M.F. (0.029%)
 # of Years           ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>       <C>
      1        5.0%     1119.42   11.94%   11.90%    1119.42   11.94%   11.91%
From 09-13-93  5.0%     1345.85   15.62%   15.58%    1345.85   15.62%   15.59%
From 09-13-93  5.0%     1345.85   15.62%   15.58%    1345.85   15.62%   15.59%

<PAGE>

From 09-13-93  5.0%     1345.85   15.62%   15.58%    1345.85   15.62%   15.59%

<CAPTION>

                             Accumulation Unit Values
            ------------------------------------------------------------
                   JWWHLTH
                 JWWHLTH.150
<S>                <C>
09-13-93           7.272941 i
09-99-94           8.744018
09-99-95          10.303466 i
</TABLE>
(Unit values marked 'i' are used for from-inception calculations.)
(Day = 99 means end-of-month.)

<PAGE>

                                                            02/07/96  16:06:45
Lexington Gold (ACES ACCT C                                        HLTH150.WWO
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Gross Deposit:    1000.00
Net Deposit:      1000.00

                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                               LEXNRHLTH                    LEXNRHLTH                    LEXNRHLTH
                        Nom. 30.00 M.F. (0.175%)     Nom. 25.00 M.F. (0.146%)     Nom. 20.00 M.F. (0.117%)
 # of Years           ---------------------------  ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>      <C>       <C>       <C>      <C>
      1        5.0%      981.46   -1.85%   -2.03%     981.46   -1.85%   -2.00%     981.46   -1.85%   -1.97%
      3        5.0%     1093.44    3.02%    2.85%    1093.44    3.02%    2.88%    1093.44    3.02%    2.91%
      5        4.0%     1505.57    8.53%    8.35%    1505.57    8.53%    8.38%    1505.57    8.53%    8.41%
From 05-99-89  4.0%     1629.48    8.01%    7.84%    1629.48    8.01%    7.87%    1629.48    8.01%    7.90%

- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00

<CAPTION>
                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                               LEXNRHLTH                    LEXNRHLTH                    LEXNRHLTH
                        Nom. 15.00 M.F. (0.088%)     Nom. 12.50 M.F. (0.073%)     Nom. 10.00 M.F. (0.058%)
 # of Years           ---------------------------  ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>      <C>       <C>       <C>      <C>
      1        5.0%      981.46   -1.85%   -1.94%     981.46   -1.85%   -1.93%     981.46   -1.85%   -1.91%
      3        5.0%     1093.44    3.02%    2.93%    1093.44    3.02%    2.95%    1093.44    3.02%    2.96%
      5        4.0%     1505.57    8.53%    8.44%    1505.57    8.53%    8.45%    1505.57    8.53%    8.47%
From 05-99-89  4.0%     1629.48    8.01%    7.93%    1629.48    8.01%    7.94%    1629.48    8.01%    7.96%

- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00

<CAPTION>
                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                               LEXNRHLTH                    LEXNRHLTH
                        Nom.  7.50 M.F. (0.044%)     Nom.  5.00 M.F. (0.029%)
 # of Years           ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>       <C>
      1        5.0%      981.46   -1.85%   -1.90%     981.46   -1.85%   -1.88%
      3        5.0%     1093.44    3.02%    2.98%    1093.44    3.02%    2.99%
      5        4.0%     1505.57    8.53%    8.48%    1505.57    8.53%    8.50%

<PAGE>

From 05-99-89  4.0%     1629.48    8.01%    7.97%    1629.48    8.01%    7.98%

<CAPTION>

                             Accumulation Unit Values
            ------------------------------------------------------------
                  LEXNRHLTH
                LEXNRHLTH.150
<S>                <C>
05-99-89           6.584555 i
09-99-90           7.126512
09-99-92           9.710313
09-99-94          10.818183
09-99-95          11.176494 i
</TABLE>
(Unit values marked 'i' are used for from-inception calculations.)
(Day = 99 means end-of-month.)

<PAGE>

                                                            02/07/96  16:06:45
Neuberger (ACES ACCT C                                             HLTH150.WWO
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Gross Deposit:    1000.00
Net Deposit:      1000.00

                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                                NEBHLTH                      NEBHLTH                      NEBHLTH
                        Nom. 30.00 M.F. (0.175%)     Nom. 25.00 M.F. (0.146%)     Nom. 20.00 M.F. (0.117%)
 # of Years           ---------------------------  ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>      <C>       <C>       <C>      <C>
      1        5.0%     1260.79   26.08%   25.90%    1260.79   26.08%   25.93%    1260.79   26.08%   25.96%
      3        5.0%     1408.46   12.09%   11.92%    1408.46   12.09%   11.95%    1408.46   12.09%   11.98%
      5        4.0%     1937.76   14.15%   13.97%    1937.76   14.15%   14.00%    1937.76   14.15%   14.03%
From 12-99-85  2.0%     2839.38   11.30%   11.12%    2839.38   11.30%   11.15%    2839.38   11.30%   11.18%

- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00

<CAPTION>
                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                                NEBHLTH                      NEBHLTH                      NEBHLTH
                        Nom. 15.00 M.F. (0.088%)     Nom. 12.50 M.F. (0.073%)     Nom. 10.00 M.F. (0.058%)
 # of Years           ---------------------------  ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>      <C>       <C>       <C>      <C>
      1        5.0%     1260.79   26.08%   25.99%    1260.79   26.08%   26.01%    1260.79   26.08%   26.02%
      3        5.0%     1408.46   12.09%   12.01%    1408.46   12.09%   12.02%    1408.46   12.09%   12.04%
      5        4.0%     1937.76   14.15%   14.06%    1937.76   14.15%   14.07%    1937.76   14.15%   14.09%
From 12-99-85  2.0%     2839.38   11.30%   11.21%    2839.38   11.30%   11.23%    2839.38   11.30%   11.24%

- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00

<CAPTION>
                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                                NEBHLTH                      NEBHLTH
                        Nom.  7.50 M.F. (0.044%)     Nom.  5.00 M.F. (0.029%)
 # of Years           ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>       <C>
      1        5.0%     1260.79   26.08%   26.04%    1260.79   26.08%   26.05%
      3        5.0%     1408.46   12.09%   12.05%    1408.46   12.09%   12.06%
      5        4.0%     1937.76   14.15%   14.10%    1937.76   14.15%   14.12%

<PAGE>

From 12-99-85  2.0%     2839.38   11.30%   11.26%    2839.38   11.30%   11.27%

<CAPTION>

                             Accumulation Unit Values
            ------------------------------------------------------------
                   NEBHLTH
                 NEBHLTH.150
<S>                <C>
12-99-85           5.032596 i
09-99-90           7.223714
09-99-92           9.834910
09-99-94          10.986751
09-99-95          14.581093 i
</TABLE>
(Unit values marked 'i' are used for from-inception calculations.)
(Day = 99 means end-of-month.)

<PAGE>

                                                            02/07/96  16:06:45
Scudder (ACES ACCT C                                               HLTH150.WWO
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Gross Deposit:    1000.00
Net Deposit:      1000.00

                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                                SCDHLTH                      SCDHLTH                      SCDHLTH
                        Nom. 30.00 M.F. (0.175%)     Nom. 25.00 M.F. (0.146%)     Nom. 20.00 M.F. (0.117%)
 # of Years           ---------------------------  ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>      <C>       <C>       <C>      <C>
      1        5.0%      999.69   -0.03%   -0.21%     999.69   -0.03%   -0.18%     999.69   -0.03%   -0.15%
      3        5.0%     1327.30    9.90%    9.72%    1327.30    9.90%    9.75%    1327.30    9.90%    9.78%
      5        4.0%     1516.65    8.69%    8.51%    1516.65    8.69%    8.54%    1516.65    8.69%    8.57%
From 04-99-87  3.0%     1852.85    7.60%    7.43%    1852.85    7.60%    7.45%    1852.85    7.60%    7.48%

- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00

<CAPTION>
                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                                SCDHLTH                      SCDHLTH                      SCDHLTH
                        Nom. 15.00 M.F. (0.088%)     Nom. 12.50 M.F. (0.073%)     Nom. 10.00 M.F. (0.058%)
 # of Years           ---------------------------  ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>      <C>       <C>       <C>      <C>
      1        5.0%      999.69   -0.03%   -0.12%     999.69   -0.03%   -0.10%     999.69   -0.03%   -0.09%
      3        5.0%     1327.30    9.90%    9.81%    1327.30    9.90%    9.82%    1327.30    9.90%    9.84%
      5        4.0%     1516.65    8.69%    8.60%    1516.65    8.69%    8.61%    1516.65    8.69%    8.63%
From 04-99-87  3.0%     1852.85    7.60%    7.51%    1852.85    7.60%    7.53%    1852.85    7.60%    7.54%

- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00

<CAPTION>
                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                                SCDHLTH                      SCDHLTH
                        Nom.  7.50 M.F. (0.044%)     Nom.  5.00 M.F. (0.029%)
 # of Years           ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>       <C>
      1        5.0%      999.69   -0.03%   -0.08%     999.69   -0.03%   -0.06%
      3        5.0%     1327.30    9.90%    9.85%    1327.30    9.90%    9.87%
      5        4.0%     1516.65    8.69%    8.64%    1516.65    8.69%    8.66%

<PAGE>

From 04-99-87  3.0%     1852.85    7.60%    7.56%    1852.85    7.60%    7.57%

<CAPTION>

                             Accumulation Unit Values
            ------------------------------------------------------------
                   SCDHLTH
                 SCDHLTH.150
<S>                <C>
04-99-87           7.159307 i
09-99-90           8.656155
09-99-92           9.787953
09-99-94          12.995564
09-99-95          13.675321 i
</TABLE>
(Unit values marked 'i' are used for from-inception calculations.)
(Day = 99 means end-of-month.)

<PAGE>

                                                            02/07/96  16:06:45
Twentieth Century (ACES ACCT C                                     HLTH150.WWO
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Gross Deposit:    1000.00
Net Deposit:      1000.00

                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                                TCIGHLTH                     TCIGHLTH                     TCIGHLTH
                        Nom. 30.00 M.F. (0.175%)     Nom. 25.00 M.F. (0.146%)     Nom. 20.00 M.F. (0.117%)
 # of Years           ---------------------------  ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>      <C>       <C>       <C>      <C>
      1        5.0%     1291.59   29.16%   28.98%    1291.59   29.16%   29.01%    1291.59   29.16%   29.04%
      3        5.0%     1501.47   14.51%   14.33%    1501.47   14.51%   14.36%    1501.47   14.51%   14.39%
      5        4.0%     2041.49   15.34%   15.17%    2041.49   15.34%   15.20%    2041.49   15.34%   15.23%
From 11-20-87  3.0%     2477.31   12.23%   12.06%    2477.31   12.23%   12.09%    2477.31   12.23%   12.12%

- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00

<CAPTION>
                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                                TCIGHLTH                     TCIGHLTH                     TCIGHLTH
                        Nom. 15.00 M.F. (0.088%)     Nom. 12.50 M.F. (0.073%)     Nom. 10.00 M.F. (0.058%)
 # of Years           ---------------------------  ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>      <C>       <C>       <C>      <C>
      1        5.0%     1291.59   29.16%   29.07%    1291.59   29.16%   29.09%    1291.59   29.16%   29.10%
      3        5.0%     1501.47   14.51%   14.42%    1501.47   14.51%   14.44%    1501.47   14.51%   14.45%
      5        4.0%     2041.49   15.34%   15.25%    2041.49   15.34%   15.27%    2041.49   15.34%   15.28%
From 11-20-87  3.0%     2477.31   12.23%   12.15%    2477.31   12.23%   12.16%    2477.31   12.23%   12.18%

- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00

<CAPTION>
                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                                TCIGHLTH                     TCIGHLTH
                        Nom.  7.50 M.F. (0.044%)     Nom.  5.00 M.F. (0.029%)
 # of Years           ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>       <C>
      1        5.0%     1291.59   29.16%   29.12%    1291.59   29.16%   29.13%
      3        5.0%     1501.47   14.51%   14.46%    1501.47   14.51%   14.48%
      5        4.0%     2041.49   15.34%   15.30%    2041.49   15.34%   15.31%

<PAGE>

From 11-20-87  3.0%     2477.31   12.23%   12.19%    2477.31   12.23%   12.20%

<CAPTION>

                             Accumulation Unit Values
            ------------------------------------------------------------
                  TCIGHLTH
                TCIGHLTH.150
<S>                <C>
11-20-87           6.103412 i
09-99-90           7.330027
09-99-92           9.862489
09-99-94          11.465194
09-99-95          15.587685 i
</TABLE>
(Unit values marked 'i' are used for from-inception calculations.)
(Day = 99 means end-of-month.)

<PAGE>

                                                            02/07/96  16:06:45
Aetna Ascent (ACCT C                                               HLTH150.WWO
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Gross Deposit:    1000.00
Net Deposit:      1000.00

                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                               ASCNTHLTH                    ASCNTHLTH                    ASCNTHLTH
                        Nom. 30.00 M.F. (0.175%)     Nom. 25.00 M.F. (0.146%)     Nom. 20.00 M.F. (0.117%)
 # of Years           ---------------------------  ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>      <C>       <C>       <C>      <C>
From 07-03-95  5.0%     1003.87    0.39%    0.21%    1003.87    0.39%    0.24%    1003.87    0.39%    0.27%
From 07-03-95  5.0%     1003.87    0.39%    0.21%    1003.87    0.39%    0.24%    1003.87    0.39%    0.27%
From 07-03-95  5.0%     1003.87    0.39%    0.21%    1003.87    0.39%    0.24%    1003.87    0.39%    0.27%
From 07-03-95  5.0%     1003.87    0.39%    0.21%    1003.87    0.39%    0.24%    1003.87    0.39%    0.27%

- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00

<CAPTION>
                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                               ASCNTHLTH                    ASCNTHLTH                    ASCNTHLTH
                        Nom. 15.00 M.F. (0.088%)     Nom. 12.50 M.F. (0.073%)     Nom. 10.00 M.F. (0.058%)
 # of Years           ---------------------------  ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>      <C>       <C>       <C>      <C>
From 07-03-95  5.0%     1003.87    0.39%    0.30%    1003.87    0.39%    0.31%    1003.87    0.39%    0.33%
From 07-03-95  5.0%     1003.87    0.39%    0.30%    1003.87    0.39%    0.31%    1003.87    0.39%    0.33%
From 07-03-95  5.0%     1003.87    0.39%    0.30%    1003.87    0.39%    0.31%    1003.87    0.39%    0.33%
From 07-03-95  5.0%     1003.87    0.39%    0.30%    1003.87    0.39%    0.31%    1003.87    0.39%    0.33%

- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00

<CAPTION>
                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                               ASCNTHLTH                    ASCNTHLTH
                        Nom.  7.50 M.F. (0.044%)     Nom.  5.00 M.F. (0.029%)
 # of Years           ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>       <C>
From 07-03-95  5.0%     1003.87    0.39%    0.34%    1003.87    0.39%    0.36%
From 07-03-95  5.0%     1003.87    0.39%    0.34%    1003.87    0.39%    0.36%
From 07-03-95  5.0%     1003.87    0.39%    0.34%    1003.87    0.39%    0.36%

<PAGE>

From 07-03-95  5.0%     1003.87    0.39%    0.34%    1003.87    0.39%    0.36%

<CAPTION>

                             Accumulation Unit Values
            ------------------------------------------------------------
                  ASCNTHLTH
                ASCNTHLTH.150
<S>                <C>
07-03-95           9.718708 i
09-99-95          10.269749 i
</TABLE>
(Unit values marked 'i' are used for from-inception calculations.)
(Day = 99 means end-of-month.)

<PAGE>

                                                            02/07/96  16:06:45
Aetna Crossroads (ACCT C                                           HLTH150.WWO
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Gross Deposit:    1000.00
Net Deposit:      1000.00

                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                               CROSSHLTH                    CROSSHLTH                    CROSSHLTH
                        Nom. 30.00 M.F. (0.175%)     Nom. 25.00 M.F. (0.146%)     Nom. 20.00 M.F. (0.117%)
 # of Years           ---------------------------  ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>      <C>       <C>       <C>      <C>
From 07-03-95  5.0%      997.11   -0.29%   -0.46%     997.11   -0.29%   -0.44%     997.11   -0.29%   -0.41%
From 07-03-95  5.0%      997.11   -0.29%   -0.46%     997.11   -0.29%   -0.44%     997.11   -0.29%   -0.41%
From 07-03-95  5.0%      997.11   -0.29%   -0.46%     997.11   -0.29%   -0.44%     997.11   -0.29%   -0.41%
From 07-03-95  5.0%      997.11   -0.29%   -0.46%     997.11   -0.29%   -0.44%     997.11   -0.29%   -0.41%

- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00

<CAPTION>
                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                               CROSSHLTH                    CROSSHLTH                    CROSSHLTH
                        Nom. 15.00 M.F. (0.088%)     Nom. 12.50 M.F. (0.073%)     Nom. 10.00 M.F. (0.058%)
 # of Years           ---------------------------  ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>      <C>       <C>       <C>      <C>
From 07-03-95  5.0%      997.11   -0.29%   -0.38%     997.11   -0.29%   -0.36%     997.11   -0.29%   -0.35%
From 07-03-95  5.0%      997.11   -0.29%   -0.38%     997.11   -0.29%   -0.36%     997.11   -0.29%   -0.35%
From 07-03-95  5.0%      997.11   -0.29%   -0.38%     997.11   -0.29%   -0.36%     997.11   -0.29%   -0.35%
From 07-03-95  5.0%      997.11   -0.29%   -0.38%     997.11   -0.29%   -0.36%     997.11   -0.29%   -0.35%

- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00

<CAPTION>
                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                               CROSSHLTH                    CROSSHLTH
                        Nom.  7.50 M.F. (0.044%)     Nom.  5.00 M.F. (0.029%)
 # of Years           ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>       <C>
From 07-03-95  5.0%      997.11   -0.29%   -0.33%     997.11   -0.29%   -0.32%
From 07-03-95  5.0%      997.11   -0.29%   -0.33%     997.11   -0.29%   -0.32%
From 07-03-95  5.0%      997.11   -0.29%   -0.33%     997.11   -0.29%   -0.32%

<PAGE>

From 07-03-95  5.0%      997.11   -0.29%   -0.33%     997.11   -0.29%   -0.32%

<CAPTION>

                             Accumulation Unit Values
            ------------------------------------------------------------
                  CROSSHLTH
                CROSSHLTH.150
<S>                <C>
07-03-95           9.766118 i
09-99-95          10.250378 i
</TABLE>
(Unit values marked 'i' are used for from-inception calculations.)
(Day = 99 means end-of-month.)

<PAGE>

                                                            02/07/96  16:06:45
Aetna Legacy (ACCT C                                               HLTH150.WWO
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Gross Deposit:    1000.00
Net Deposit:      1000.00

                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                               LEGCYHLTH                    LEGCYHLTH                    LEGCYHLTH
                        Nom. 30.00 M.F. (0.175%)     Nom. 25.00 M.F. (0.146%)     Nom. 20.00 M.F. (0.117%)
 # of Years           ---------------------------  ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>      <C>       <C>       <C>      <C>
From 07-03-95  5.0%      989.08   -1.09%   -1.27%     989.08   -1.09%   -1.24%     989.08   -1.09%   -1.21%
From 07-03-95  5.0%      989.08   -1.09%   -1.27%     989.08   -1.09%   -1.24%     989.08   -1.09%   -1.21%
From 07-03-95  5.0%      989.08   -1.09%   -1.27%     989.08   -1.09%   -1.24%     989.08   -1.09%   -1.21%
From 07-03-95  5.0%      989.08   -1.09%   -1.27%     989.08   -1.09%   -1.24%     989.08   -1.09%   -1.21%

- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00

<CAPTION>
                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                               LEGCYHLTH                    LEGCYHLTH                    LEGCYHLTH
                        Nom. 15.00 M.F. (0.088%)     Nom. 12.50 M.F. (0.073%)     Nom. 10.00 M.F. (0.058%)
 # of Years           ---------------------------  ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>      <C>       <C>       <C>      <C>
From 07-03-95  5.0%      989.08   -1.09%   -1.18%     989.08   -1.09%   -1.17%     989.08   -1.09%   -1.15%
From 07-03-95  5.0%      989.08   -1.09%   -1.18%     989.08   -1.09%   -1.17%     989.08   -1.09%   -1.15%
From 07-03-95  5.0%      989.08   -1.09%   -1.18%     989.08   -1.09%   -1.17%     989.08   -1.09%   -1.15%
From 07-03-95  5.0%      989.08   -1.09%   -1.18%     989.08   -1.09%   -1.17%     989.08   -1.09%   -1.15%

- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00

<CAPTION>
                                                        Redeemable Value
                      -------------------------------------------------------------------------------------
                               LEGCYHLTH                    LEGCYHLTH
                        Nom.  7.50 M.F. (0.044%)     Nom.  5.00 M.F. (0.029%)
 # of Years           ---------------------------  ---------------------------
Ending  9-95    DSC      Value      IRR    MF IRR     Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------  ---------   ------   ------
<S>           <C>      <C>       <C>      <C>       <C>       <C>       <C>
From 07-03-95  5.0%      989.08   -1.09%   -1.14%     989.08   -1.09%   -1.12%
From 07-03-95  5.0%      989.08   -1.09%   -1.14%     989.08   -1.09%   -1.12%
From 07-03-95  5.0%      989.08   -1.09%   -1.14%     989.08   -1.09%   -1.12%

<PAGE>

From 07-03-95  5.0%      989.08   -1.09%   -1.14%     989.08   -1.09%   -1.12%

<CAPTION>

                             Accumulation Unit Values
            ------------------------------------------------------------
                  LEGCYHLTH
                LEGCYHLTH.150
<S>                <C>
07-03-95           9.833275 i
09-99-95          10.237847 i
</TABLE>
(Unit values marked 'i' are used for from-inception calculations.)
(Day = 99 means end-of-month.)


<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000103007
<NAME> VARIABLE ANNUITY ACCOUNT C
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               SEP-30-1995
<INVESTMENTS-AT-COST>                    5,225,202,574
<INVESTMENTS-AT-VALUE>                   6,262,371,287
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                           6,262,371,287
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                      6,262,371,287
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                                0
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                             6,262,371,287
<DIVIDEND-INCOME>                          183,518,463
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                              50,893,041
<NET-INVESTMENT-INCOME>                              0
<REALIZED-GAINS-CURRENT>                    53,570,112
<APPREC-INCREASE-CURRENT>                  963,689,480
<NET-CHANGE-FROM-OPS>                    1,149,885,014
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                              0
<NUMBER-OF-SHARES-REDEEMED>                          0
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                               0
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>


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