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


                           VARIABLE ANNUITY ACCOUNT C

                         Prospectus Dated:  MAY 1, 1996


 GROUP INSTALLMENT VARIABLE ANNUITY CONTRACTS FOR REWRITE OF QUALIFIED 401 PLANS
- --------------------------------------------------------------------------------

The group installment Purchase Payment Variable Annuity Contract (the 
"Contract") described in this Prospectus is offered by Aetna Life  Insurance 
and Annuity Company (the "Company").  The Contracts are designed to fund Plans 
("Plans") which provide for retirement income.  The Plans are qualified as to 
their federal income tax status and amounts held under the Plans may be 
entitled to tax-deferred treatment under certain sections of the Internal 
Revenue Code of 1986, as amended (the "Code").

The Contract allows values to accumulate under credited interest or variable 
options, or a combination of these options.  It also provides for the payment 
of annuity benefits on a fixed or variable basis, or a combination thereof. 

The variable funding options currently available through the Separate Account 
under the Contract described in this Prospectus are as follows:

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

The credited interest options available for the accumulation of values are the 
Guaranteed Accumulation Account and the Fixed Account.  The Guaranteed 
Accumulation Account and the Fixed Account are offered only in those states in 
which they are approved.  Except as specifically mentioned, this Prospectus 
describes only the variable options of the Contract.  Information concerning 
the Guaranteed Accumulation Account and the Fixed Account is found in Appendix 
I and Appendix II, respectively, of this Prospectus.


This Prospectus contains the information about Variable Annuity Account C (the 
"Separate Account") that a prospective investor should know before investing.  
Additional information about the Separate Account is contained in a Statement 
of Additional Information ("SAI") dated May 1, 1996, which has been filed with 
the Securities and Exchange Commission and is incorporated herein by 
reference.  The Table of Contents for the SAI is printed in this Prospectus.  
An SAI may be obtained without charge by indicating the request on the 
Prospectus receipt contained in this prospectus or by calling 1-800-232-5422.


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

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

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


<PAGE>


                               TABLE OF CONTENTS

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
PROSPECTUS SUMMARY. . . . . . . . . . . . . . . . . . . . . . . . . .6
FEE TABLE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
CONDENSED FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . .9
THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
VARIABLE ANNUITY ACCOUNT C. . . . . . . . . . . . . . . . . . . . . 10
THE FUNDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
  Mixed and Shared Funding. . . . . . . . . . . . . . . . . . . . . 11
  Fund Additions and Substitutions. . . . . . . . . . . . . . . . . 11
  404(c) Protection . . . . . . . . . . . . . . . . . . . . . . . . 12
  Voting Rights . . . . . . . . . . . . . . . . . . . . . . . . . . 12
THE CONTRACT 
  Contract Purchase . . . . . . . . . . . . . . . . . . . . . . . . 12
  Net Purchase Payments . . . . . . . . . . . . . . . . . . . . . . 13
  Accumulation Units. . . . . . . . . . . . . . . . . . . . . . . . 13
  Net Investment Factor . . . . . . . . . . . . . . . . . . . . . . 14
  Distribution. . . . . . . . . . . . . . . . . . . . . . . . . . . 14
RIGHT TO CANCEL . . . . . . . . . . . . . . . . . . . . . . . . . . 14
CHARGES AND DEDUCTIONS
  Maintenance Fee . . . . . . . . . . . . . . . . . . . . . . . . . 15
  Mortality and Expense Risk Charges. . . . . . . . . . . . . . . . 15
  Administrative Expense Charge . . . . . . . . . . . . . . . . . . 15
  Fund Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . 15
  Allocation and Transfer Fees. . . . . . . . . . . . . . . . . . . 16
  Deferred Sales Charge . . . . . . . . . . . . . . . . . . . . . . 16
  Premium Tax . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
GENERAL DESCRIPTION OF VARIABLE ANNUITY CONTRACTS
  Rights Under the Contract . . . . . . . . . . . . . . . . . . . . 17
  Modification of the Contract. . . . . . . . . . . . . . . . . . . 17
  Contract Holder Inquiries . . . . . . . . . . . . . . . . . . . . 18
  Telephone Transfers . . . . . . . . . . . . . . . . . . . . . . . 18
  Transfer of Ownership; Assignment . . . . . . . . . . . . . . . . 18
REDEMPTION PAYMENTS DURING ACCUMULATION PERIOD. . . . . . . . . . . 18
REINVESTMENT PRIVILEGE. . . . . . . . . . . . . . . . . . . . . . . 19
ADDITIONAL WITHDRAWAL OPTIONS . . . . . . . . . . . . . . . . . . . 19
  General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
  Estate Conservation Option. . . . . . . . . . . . . . . . . . . . 20
  Systematic Withdrawal Option. . . . . . . . . . . . . . . . . . . 20
ANNUITY PERIOD
  Annuity Period Elections. . . . . . . . . . . . . . . . . . . . . 21
  Annuity Options . . . . . . . . . . . . . . . . . . . . . . . . . 22
DEATH BENEFIT . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
  Accumulation Period . . . . . . . . . . . . . . . . . . . . . . . 23
  Annuity Period. . . . . . . . . . . . . . . . . . . . . . . . . . 23
TAX STATUS
  Federal Tax Status of the Company . . . . . . . . . . . . . . . . 24
  Use of the Contract . . . . . . . . . . . . . . . . . . . . . . . 24
  Tax Status of Amounts Distributed Under the Contract. . . . . . . 24


                                    2

<PAGE>

  Accumulation Period . . . . . . . . . . . . . . . . . . . . . . . 25
  Annuity Period. . . . . . . . . . . . . . . . . . . . . . . . . . 25
LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . . . . . . . . . . 25
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION . . . . . . . . 26
APPENDIX I-GUARANTEED ACCUMULATION ACCOUNT. . . . . . . . . . . . . 27
APPENDIX II-FIXED ACCOUNT . . . . . . . . . . . . . . . . . . . . . 28


                                    3

<PAGE>


                              DEFINITIONS

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

ACCOUNT VALUE:  The dollar value of amounts held in an Account as of any 
 Valuation Period, including the value of the Accumulation Units in the Funds,
 the amounts held in GAA, and any amounts invested in the Fixed Account, plus
 interest earned on those amounts, less any maintenance fees due, but excluding
 amounts used for Annuity Options.

ACCUMULATION PERIOD:  The period during which Purchase Payment(s) credited to 
 an Account are invested to fund future annuity payments.

ACCUMULATION UNIT: A measure of the value of the Separate Account assets 
 attributable to each Fund used as a variable funding option.

AGGREGATE PURCHASE PAYMENT(S):  The sum of all Purchase Payment(s) made under 
 a Contract.

ANNUITANT:  A natural person on whose life an Annuity payment is based.

ANNUITY:  A series of payments for life, for a definite period, or combination 
 of the two.

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

ANNUITY UNIT:  A unit of measure used to calculate the amount of each variable 
 annuity payment.

CODE:  Internal Revenue Code of 1986, as amended.

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

CONTRACT:  The group installment Purchase Payment variable annuity contracts 
 offered by this Prospectus.

CONTRACT HOLDER:  The entity to which the Contract is issued.  The Contract 
 Holder is usually the trustee of a trusteed Plan.

CONTRACT YEAR:  The Period of 12 months measured from the Contract's effective 
 date or from any anniversary of such effective date.

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

EFFECTIVE DATE:  The date on which the Company accepts and approves the 
 Contract application.

ERISA:  Employee Retirement Income Security Act of 1974.


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


GAA:  Guaranteed Accumulation Account, the credited interest option available 
 in most jurisdictions for deposits under the Contract.

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

INDIVIDUAL ACCOUNT:  A record established for each Participant to identify 
 Contract values accumulated on the Participant's behalf during the 
 Accumulation Period.

MARKET VALUE ADJUSTMENT:  An amount deducted or added to amounts withdrawn 
 early from the Guaranteed Accumulation Account to reflect changes in the 
 market value of the investment since the date of deposit. See Appendix I and 
 the prospectus for the Guaranteed Accumulation Account for a discussion of how
 the market value adjustment is actually calculated.

NET PURCHASE PAYMENTS(S):  The Purchase Payment(s) less premium taxes, if 
 applicable.

PARTICIPANT:  An eligible person participating in a Plan maintained by the 
 Contract Holder.

PLAN(S):  Qualified tax-deferred retirement plans established by Corporations 
 (401 Rewrite).


                                        4

<PAGE>

PLAN ACCOUNT:  The record established for a Contract Holder of the Net 
 Purchase Payment(s) accumulated under a Contract where Individual Accounts are
 not maintained.

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

REDEMPTION PAYMENT:  The amount paid to the Contract Holder or Participant 
 upon a withdrawal request.

SEC:  Securities and Exchange Commission.

SEPARATE ACCOUNT:  Variable Annuity Account C, an account whose assets are 
 segregated from other assets of the Company and which holds shares of the 
 Funds acquired for the Contracts.  The Company holds title to the assets held
 in the Separate Account.

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


VALUATION PERIOD:  The period of time from when a Fund determines its net 
 asset value until the next time it determines its net asset value, usually 
 from the close of business of the New York Stock Exchange on any normal 
 business day, Monday through Friday, that the New York Stock Exchange is open
 until the close of business the next such business day.


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

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


                                     5

<PAGE>


                               PROSPECTUS SUMMARY
PURCHASE

The Contracts are designed for Plans established by employers for their 
employees to provide retirement benefits under Corporate 401 Plans.  These 
Plans may be trusteed or non-trusteed.

The Contract may be purchased by completing the proper application form and 
submitting it to the Distributor with the initial Purchase Payment.  "The 
Contract" in this prospectus outlines the complete process of purchasing a 
Variable Annuity Contract.

REDEMPTION

The Contract Holder may redeem all or a portion of the Contract or an 
Individual Account value during the Accumulation Period by properly completing 
and submitting to the Company a disbursement form provided by the Company.  
Certain charges and deductions may be assessed upon withdrawal.  (See "Charges 
and Deductions" and "Redemption Payments During Accumulation Period.")

DEFERRED SALES CHARGE

The maximum deferred sales charge that could be assessed on a full or partial 
withdrawal is 5% of the amount withdrawn.  (See "Charges and 
Deductions--Deferred Sales Charge," and "Redemption Payments During 
Accumulation Period.")

TAXES AND WITHHOLDING

A 10% federal penalty tax may be imposed on a premature distribution paid to 
the Participants.  Certain distributions are subject to mandatory withholding. 
(See "Tax Status--Tax Status of Amounts Distributed Under the Contract.")

CONTRACT CHARGES

Certain other charges are associated with this Contract such as the 
maintenance fee, mortality and expense risk charges, administrative expense 
charge, fund expenses, allocation and transfer fees, and premium tax.  (See 
"Charge and Deductions" for a compete explanation of these charges.)

FREE LOOK PROVISION

The Contract Holder may cancel the Contract no later than ten days after 
receiving it (or as otherwise allowed by state law) by returning it along with 
a written notice of cancellation to the Company.  Unless state law requires 
otherwise, the amount the Contract Holder will receive on cancellation under 
this provision may reflect the investment performance of the Purchase Payments 
deposited in the Separate Account while invested.  In certain cases, this may 
be less than the amount of your Purchase Payments.  (See "Right to Cancel.")


                                       6

<PAGE>


                                    FEE TABLE

                   (Based on year ended December 31, 1995)


THE PURPOSE OF THE FEE TABLE IS TO ASSIST CONTRACT HOLDERS IN UNDERSTANDING 
THE VARIOUS COSTS AND EXPENSES THAT WILL BE BORNE, DIRECTLY OR INDIRECTLY, 
UNDER THE CONTRACT.  THE INFORMATION LISTED REFLECTS THE CHARGES DUE UNDER THE 
CONTRACT AS WELL AS THE FEES AND EXPENSES DEDUCTED FROM THE FUNDS.  ADDITIONAL 
INFORMATION REGARDING THE CHARGES AND DEDUCTIONS ASSESSED UNDER THE CONTRACT 
CAN BE FOUND UNDER "CHARGES AND DEDUCTIONS" IN THIS PROSPECTUS.  CHARGES AND 
EXPENSES SHOWN DO NOT TAKE INTO ACCOUNT PREMIUM TAXES THAT MAY BE APPLICABLE.

CONTRACT HOLDER TRANSACTION EXPENSES
- ------------------------------------
DEFERRED SALES CHARGE (as a percentage of amount withdrawn)(1):
INSTALLMENT PURCHASE PAYMENT CONTRACT

COMPLETED CONTRACT YEARS                   Deduction
                                           ---------
  Less than 5                                 5%
  5 or more but less than 7                   4%
  7 or more but less than 9                   3%
  9 or more but less than 10                  2%
  10 or more                                  0%

ALLOCATION AND TRANSFER FEES(2)            $0.00

ANNUAL CONTRACT MAINTENANCE FEE(3)        $30.00
- -------------------------------

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

  Mortality and Expense Risk Fees           1.19%
  Administrative Expense Charge(4)             0%
                                            -----
   Total Separate Account Annual Expenses   1.19%
                                            -----

(1) The total amount deducted for the deferred sales charge will not exceed 
    8.5% of the Purchase Payments made to the individual Account.  The deferred
    sales charge may be referred to in the Contract as a "surrender fee."  See 
    "Deferred Sales Charge" for instances in which this charge is not deducted.

(2) The Company currently allows an unlimited number of transfers or 
    allocation changes without charge.  However, the Company reserves the right
    to impose a transfer fee of $10 for each transfer or allocation charge in
    excess of 12 during each Contract Year.  (See "Transfers and Allocation 
    Changes.")

(3) A maintenance fee, to the extent permitted by state law, is also deducted 
    upon termination of an Account.

(4) The Company currently does not impose an Administrative Expense Charge.  
    However, the Company reserves the right to deduct a daily charge of not more
    than 0.25% per year from the variable portion of contract values.


                                     7


<PAGE>


MUTUAL FUND ANNUAL EXPENSES
- ---------------------------

(Except as noted, the following figures are a percentage of average net assets 
and, except where otherwise indicated, are based on figures for the year ended 
December 31, 1995)

<TABLE>
<CAPTION>

                                          INVESTMENT
                                           ADVISORY               OTHER            TOTAL
                                            FEES(1)             EXPENSES(2)         FUND
                                        (AFTER EXPENSE        (AFTER EXPENSE       ANNUAL
                                         REIMBURSEMENT)        REIMBURSEMENT)     EXPENSES
                                        ---------------       ---------------     --------
<S>                                     <C>                   <C>                 <C>
Aetna Variable Fund(3)                        0.25%                0.06%            0.31%
Aetna Income Shares(3)                        0.25%                0.08%            0.33%
Aetna Variable Encore Fund(3)                 0.25%                0.10%            0.35%
Aetna Investment Advisers Fund, Inc. (3)      0.25%                0.08%            0.33%
TCI Growth(4)                                 1.00%                0.00%            1.00%
</TABLE>

(1) Certain of the unaffiliated Fund managers reimburse the Company for 
    administrative costs incurred in connection with administering the Fund as a
    variable funding option under the Contract.  These reimbursements are paid 
    out of the managers' investment advisory fees and are not charged to 
    investors.

(2) A Fund's "Other Expenses" include operating costs of the Fund.  The 
    expenses are factored into the Fund's net asset value and are not deducted 
    from the Contract Holder's or Participant's Account Value.

(3) As of May 1, 1996, the Company will provide administrative services to 
    the Fund and will assume the Fund's ordinary recurring direct costs under an
    Administrative Services Agreement.  The "Other Expenses" shown are not based
    on figures for the year ended December 31, 1995, but reflect the fee payable
    under this Agreement.

(4) The Portfolio's investment adviser pays all expenses of the Portfolio 
    except brokerage commissions, taxes, interest fees, and expenses of the 
    non-interested directors (including counsel fees) and extraordinary 
    expenses. These expenses have historically represented a very small 
    percentage (less than 0.01%) of total net assets in a fiscal year.


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

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

<TABLE>
<CAPTION>

                                                  EXAMPLE A                                EXAMPLE B
                                                  ---------                                ---------
                                     If you make a complete withdrawal of       If you do NOT make a complete
                                     your contract at the end of the            withdrawal of your contract or if you 
                                     applicable time period:                    annuitize:*

                                       1 YEAR  3 YEARS  5 YEARS  10 YEARS         1 YEAR  3 YEARS  5 YEARS  10 YEARS
                                       ------  -------  -------  --------         ------- -------  -------  --------
<S>                                    <C>     <C>      <C>      <C>              <C>     <C>      <C>      <C>
Aetna Variable Fund                     $68      $105     $133     $188              $16     $50      $86     $188
Aetna Income Shares                     $68      $106     $134     $190              $16     $50      $87     $190
Aetna Variable Encore Fund              $68      $106     $135     $192              $16     $51      $88     $192

Aetna Investment Advisers Fund, Inc.    $68      $106     $134     $190              $16     $50      $87     $190
TCI Growth                              $74      $125     $167     $260              $23     $71     $121     $260

</TABLE>


(1) The illustration reflects the $30.00 annual maintenance fee as an annual 
    charge of 0.077% of assets.

 *  This example would not apply if a nonlifetime variable annuity option is 
    selected and a lump sum settlement is requested within three years after 
    annuity payments start since the lump-sum payment will be treated as a 
    withdrawal during the Accumulation Period and will be subject to any 
    deferred sales charge that would than apply. (See Example A.)


                                     8

<PAGE>


                        CONDENSED FINANCIAL INFORMATION
   (Selected data for accumulation units outstanding throughout each period)


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


<TABLE>
<CAPTION>

                               1995       1994       1993       1992       1991      1990      1989       1988     1987      1986
                               ----       ----       ----       ----       ----      ----      ----       ----     ----      ----
<S>                        <C>         <C>        <C>        <C>        <C>       <C>        <C>      <C>        <C>       <C>
AETNA VARIABLE FUND
Value at beginning of
 period                      $138.406   $141.424   $134.081   $127.171   $101.824   $99.758   $78.220   $69.051   $66.237   $56.345
Value at end of period       $180.879   $138.406   $141.424   $134.080   $127.171  $101.824   $99.758   $78.220   $69.051   $66.237
Increase(decrease) in
 value of accumulation
 unit(1)                       30.69%    (2.13)%      5.48%      5.43%     24.89%     2.07%    27.54%    13.28%     4.25%    17.56%
Number of accumulation
 units outstanding at
 end of period                549,056  1,258,166   1,616,018  1,829,160 1,956,479 2,169,721 2,496,795 3,030,548 3,740,739 4,835,791
AETNA INCOME SHARES
Value at beginning of
 period                       $40.570    $42.675     $39.376    $37.086   $31.424   $29.142   $25.734   $24.197   $23.426   $20.795
Value at end of period        $47.405    $40.570     $42.675    $39.376   $37.086   $31.424   $29.142   $25.734   $24.197   $23.426
Increase(decrease) in
 value of accumulation
 unit(1)                       16.85%    (4.93)%       8.38%      6.17%    18.02%     7.83%    13.24%     6.35%     9.29%    12.65%
Number of accumulation
 units outstanding at
 end of period                 72,902    181,535     241,551    263,105   283,119   251,861   248,678   284,650   251,513   348,406
AETNA VARIABLE ENCORE FUND
Value at beginning of
 period                       $36.723    $35.701     $35.009    $34.172   $32.460   $30.295   $28.028   $26.387   $25.001   $23.889
Value at end of period        $38.485    $36.723     $35.701    $35.009   $34.172   $32.460   $30.295   $28.028   $26.387   $25.001
Increase(decrease) in
 value of accumulation
 unit(1)                        4.80%      2.88%       1.98%      2.45%     5.27%     7.15%     8.09%     6.22%     5.54%     5.63%
Number of accumulation
 units outstanding at
 end of period                150,480    241,159     312,350    471,585   470,248   624,613   542,581   637,833   627,039   651,678
AETNA INVESTMENT ADVISERS FUND, INC.
Value at beginning of
period                        $14.317    $14.558     $13.407    $12.755   $10.906   $10.440   $10.000(2)
Value at end of period        $18.024    $14.317     $14.558    $13.407   $12.755   $10.906   $10.440
Increase(decrease) in
 value of accumulation
 unit(1)                       25.89%    (1.66)%       8.59%      5.11%    16.86%     4.46%     4.40%
Number of accumulation
 units outstanding at
 end of period                393,613    756,261   1,142,268  1,129,453   725,598   619,748   470,302
TCI GROWTH
Value at beginning of
 period                       $10.213    $10.469     $10.000(3)
Value at end of period        $13.224    $10.213     $10.463
Increase(decrease) in
 value of accumulation
 unit(1)                       29.47%    (2.39)%       4.63%
Number of accumulation
 units outstanding at
 end of period              4,184,701 12,096,731   12,272,152
                            ---------
                            ---------

</TABLE>

(1) The above figures are calculated by subtracting the beginning 
    Accumulation Unit value from the ending Accumulation Unit value during a
    calendar year, and dividing the result by the beginning Accumulation Unit
    value.  These figures do not reflect the deferred sales charge or the fixed
    dollar annual maintenance fee, if any. Inclusion of these charges would 
    reduce the investment results shown.

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

(3) The initial Accumulation Unit value was established at $10.000 on 
    February 1, 1993, the date on which the Portfolio became available under the
    Contract.


                                        9

<PAGE>

                                  THE COMPANY

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

The Company is a wholly owned subsidiary of Aetna Retirement Holdings, Inc., 
which is in turn a wholly owned subsidiary of Aetna Retirement Services, Inc. 
and an indirect wholly owned subsidiary of Aetna Life and Casualty Company.


                            VARIABLE ANNUITY ACCOUNT C

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

Although the Company holds title to the assets of the Separate Account, such 
assets are not chargeable with liabilities arising out of any other business 
conducted by the Company.  Income, gains or losses of the Separate Account 
are credited to or charged against the assets of the Separate Account without 
regard to our other income, gains or losses.  All obligations arising under 
the Contracts are general corporate obligations of the Company.

                                    THE FUNDS

The Contract Holder will designate some or all of the Funds described below 
as variable funding options under the Contract.  The Contract Holder, or the 
Participant, if allowed by the Contract Holder may select one or more of the 
Funds for investment of the Purchase Payments made on their behalf.  Except 
where noted, all of the Funds are diversified as defined in the Investment 
Company Act of 1940.

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

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

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

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

- - TCI PORTFOLIOS, INC.--TCI GROWTH (a Twentieth Century Fund) seeks capital 
  growth by investing in common stocks (including securities convertible into
  common stocks) and other securities that meet certain fundamental and 
  technical standards of selection and, in the opinion of TCI Growth's 
  management, have better than average potential for appreciation.  TCI Growth
  tries to stay fully invested in such securities,


                                       10

<PAGE>

  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.  Contract Holders bear the full investment risk of investments in 
the Funds selected.

Some of the above funds may use instruments known as derivatives as part of 
their investment strategies as described in their respective prospectuses.  
The use of certain derivatives such as inverse floaters and principal only 
debt instruments may involve higher risk of volatility to a Fund.  The use of 
leverage in connection with derivatives can also increase risk of losses.  
See the prospectus for the Funds for a discussion of the risks associated 
with an investment in those funds.  More comprehensive information, including 
a discussion of potential risks, is found in the current prospectus for each 
Fund which is distributed with and must accompany this Prospectus.  Contract 
Holders should read the accompanying prospectuses and Statements of 
Additional Information for this Prospectus and each of the Funds can be 
obtained from the Company's Home Office at the address and telephone number 
listed on the cover of this Prospectus.

FUND INVESTMENT ADVISERS

The following identifies the investment adviser for each Fund.

<TABLE>
<CAPTION>
           FUND                                            INVESTMENT ADVISER
           ----                                            ------------------
<S>                                       <C>
Aetna Variable Fund                       Aetna Life Insurance and Annuity Company (ALIAC)
Aetna Income Shares                       ALIAC
Aetna Variable Encore Fund                ALIAC
Aetna Investment Advisers Fund, Inc.      ALIAC
TCI Growth                                Investors Research Corporation
</TABLE>

MIXED AND SHARED FUNDING

Shares of the Funds are sold to the Company for funding variable annuities.  
The Funds may be sold to other companies for the same purpose.  This is 
referred to as "shared funding."  Shares of the Funds may also be used for 
funding variable life insurance policies through variable life separate 
accounts sponsored by the Company or by third parties. This is referred to as 
"mixed funding."

It is conceivable that, in the future, it may be disadvantageous for variable 
annuity separate accounts and variable life separate accounts to invest in 
these Funds simultaneously, since the interests of the contract holders or 
policy owners may differ.  Each Fund's Board of Trustees or Directors has 
agreed to monitor events in order to identify any material irreconcilable 
conflicts that may possibly arise and to determine what action, if any, 
should be taken in response thereto.  If such a conflict were to occur, one 
of the separate accounts might withdraw its investment in a Fund.  This might 
force that Fund to sell portfolio securities at disadvantageous prices.

FUND ADDITIONS AND SUBSTITUTIONS

We may, from time to time, add additional Funds as eligible variable funding 
options under the Contracts.  In such event, the Contract Holder or the 
Participant, if permitted by a Plan, may be permitted to select from these 
other Funds, subject to any conditions that may be imposed in connection with 
those options.  

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

The Contract Holder may decide to offer only a select number of Funds as 
funding options under its Plan, or may decide to substitute shares of one 
Fund for shares of another Fund currently held by the Separate Account.


                                   11

<PAGE>

404(C) PROTECTION

The Employee Retirement Income Security Act of 1974 (ERISA) imposes a 
"prudent man" standard of investment selection and monitoring on employers 
and other pension plan fiduciaries.  Fiduciaries can be held liable for plan 
investment losses if they fail to invest plan assets prudently.  However, 
Section 404(c) of ERISA provides limited relief from liability in 
participant-directed individual account plans where the plans' investment 
options meet special conditions.

The five mutual fund options offered under the Contract allow plan trustees 
to take advantage of the 404(c) protection.  These five funds qualify as 
"core funds" under the 404(c) rules since they are broadly diversified, have 
different risk/return characteristics, are supported by pre- and 
post-enrollment disclosure material, are valued and accessible daily, and are 
look-through investment vehicles (mandatory for employees with small account 
balances).  The Fixed Account and Guaranteed Accumulation Account are 
designed to be additional investments (not 404(c) core funds) which, in 
combination with the Funds, provide employers with both a well-rounded 
portfolio and 404(c) protection without the need for outside investment 
managers.

Although the Contract can provide employers and trustees with 404(c) 
protection, it is important to understand that the Company is not a 
designated fiduciary nor investment manager for any pension plan, since the 
Company has no discretionary authority over the plan or its investments.  
Rather, the Company's responsibility is to carry out the investment 
instructions received from the trustee and/or employees in accordance with 
applicable federal and state requirements.  The employer and plan trustee 
always have overall fiduciary responsibility for their plan.  It is also 
important to note that the plan trustees must take certain affirmative 
actions in order to avail themselves of 404(c) protection and should 
carefully review the applicable Department of Labor regulations (29 
C.F.R. Section 2550.404c-1).

Contract Holders and Participants should read the accompanying prospectuses 
of the Funds carefully before investing. Fund prospectuses may be obtained 
from the Company at its Home Office.

VOTING RIGHTS

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

The number of votes each Contract Holder is entitled to direct with respect 
to a particular Fund during the Accumulation Period is equal to the portion 
of the current value of the Contract attributable to that Fund divided by the 
net asset value of one share of that Fund.  During the Annuity Period, the 
number of votes is equal to the Valuation Reserve applicable to the portion 
of the Contract attributable to that Fund, divided by the net asset value of 
one share of the Fund.  In determining the number of votes, fractional votes 
will be recognized.  Where the value of the Contract or Valuation Reserve 
relates to more than one Fund, the calculation of votes will be performed 
separately for each Fund.

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

                                 THE CONTRACT
CONTRACT PURCHASE

The Contact is available, through the Company's rewrite program, only to 
existing Contract Holders who elect to discontinue Purchase Payments to their 
existing Contracts and direct future Purchase Payments to the new Contracts.


                                      12

<PAGE>

The Contract application form, completed by the prospective Contract Holder, 
is forwarded together with the initial Purchase Payment, if any, to the 
Company's Home Office for review, acceptance or rejection.  The Company must 
accept or reject an application within two business days of its receipt.


If the application is incomplete, the Company may hold it and any 
accompanying Purchase Payment for five days. Purchase Payments may be held 
for longer periods only with the consent of the Contract Holder or 
Participant, pending acceptance of the application.  If the application is 
accepted, a Contract will be issued to the Contract Holder.  Any Purchase 
Payment accompanying the application or received prior to acceptance of the 
application, will be invested as of the date of acceptance.  If the 
application is rejected, the application and any Purchase Payments will be 
returned to the Contract Holder.


The Contract Holder may cancel the Contract within 10 days of receiving it.  
(See "Right to Cancel.")

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


The Purchase Payments made on behalf of a Participant in a defined 
contribution Plan are determined by the Plan contribution formula.  
Generally, Code Section 415 imposes an annual limit of the lesser of $30,000 
or 25% of includible compensation for each Participant.  Purchase Payments 
for a defined benefit Plan are determined on an actuarial basis to provide 
Plan benefits for all Participants.  These Purchase Payments are held in a 
single Plan Account.  Under Code Section 415, a Plan can provide annual 
benefits of the lesser of $120,000 (for 1996) or 100% of includible 
compensation for each Participant.  Under Code Section 402(g) for a 401(k) 
Plan, the maximum elected deferral is $9,500 (for 1996).


NET PURCHASE PAYMENTS

Each Purchase Payment is forwarded to the Company through a Distributor.  
Each Net Purchase Payment, to the extent it is to be accumulated on a 
variable basis, is placed in the Separate Account and credited to the 
Contract.

The Contract Holder or, if permitted by a Plan, the Participant may elect to 
have the Net Purchase Payment(s) accumulate (a) on a variable basis by 
allocation to one of more of the available Funds; (b) on a fixed basis under 
one or more of the available credited interest options; or (c) in a 
combination of any of the available investment options.  The Net Purchase 
Payment(s) must be allocated to the respective options in increments of whole 
percentage amounts.

The Contract Holder or, if permitted by a Plan, the Participant may elect to 
change the allocation of future Net Purchase Payments to any investment 
option described above.

ACCUMULATION UNITS

A Purchase Payment that is directed to one or more of the Funds is deposited 
in the Separate Account and credited to the Account in the form of 
Accumulation Units for each Fund selected.  The number of Accumulation Units 
credited is determined by dividing the applicable portion of the Purchase 
Payment by that Contract's Accumulation Unit value of the appropriate Fund.  
The Accumulation Unit value used is that next-computed following the date on 
which a Purchase Payment is received, unless the application has not been 
accepted.  In that event, Purchase Payments will be credited at the 
Accumulation Unit value next determined after acceptance of the application.  
Shares of the Funds are purchased by the Separate Account at the net asset 
value next determined by the Fund following receipt of Purchase Payments by 
the Separate Account.  Generally, if the net asset value of the Fund 
increases, so does the Accumulation Unit value; however, performance of the 
Separate Account is reduced by charges and deductions under the Contract. 

Accumulation Units are valued separately for each Fund.  Therefore, a 
Contract Holder or Participant (if permitted a Plan) who elects to have a 
Purchase Payment invested in a combination of Funds will have Accumulation 
Units credited from more than one source.  The value of the Account as of the 
most recent


                                     13

<PAGE>


Valuation Period, is determined by adding the value of any Accumulation Units 
attributed to the Fund(s) selected to the value of any amounts invested in 
the Fixed Account and in GAA.

NET INVESTMENT FACTOR

The value of an Accumulation Unit for any Valuation Period is calculated by 
multiplying the Accumulation Unit value for the immediately preceding 
Valuation Period by the net investment factor of the appropriate investment 
option for the current period.

The net investment factor is calculated separately for each Fund in which 
assets of the Separate Account are invested.


The net investment rate equals (a) the net assets of the Fund held by the 
Separate Account at the end of Valuation Period, minus (b) the net assets of 
the Fund held by the Separate Account at the beginning of a Valuation Period, 
plus or minus (c) taxes or provision for taxes, if any, attributable to the 
operation of the Separate Account, divided by (d) the value of the Fund's 
Accumulation and Annuity Units held by the Separate Account at the beginning 
of the Valuation Period, minus (e) the applicable daily charge for the 
Annuity mortality and expense risks, and a daily administrative expense 
charge which will not exceed 0.25% (0% through April 30, 1997) on an annual 
basis.  The net investment rate may be more or less than zero.


The net investment rate is then added to 1.0000000 to arrive at the net 
investment factor.

DISTRIBUTION

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

Persons offering and selling the Contracts may receive commissions in 
connection with the sale of the Contracts.  The maximum percentage amount 
that the Company will ever pay as commission with respect to any given 
Purchase Payment is with respect to those made during the first year of 
Purchase Payments.  That percentage amount will range from 2% to 5% of those 
Purchase Payments.  The Company may also pay renewal commissions and service 
fees.  In limited circumstances we also pay certain of these professionals 
profit sharing and other compensation, overrides or reimbursement for 
expenses.  The average of all payments made by the Company is equal to 
approximately 3% of the total Purchase Payments made over the estimated life 
of the Contract.  The name of the Distributor and the registered 
representative responsible for your Account are set forth on your enrollment 
form.  Commissions and sales related expenses are paid by the Company and are 
not deducted from Purchase Payments.  (See "Charges and Deductions--Deferred 
Sales Charges.")

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

                               RIGHT TO CANCEL

The Contract Holder may cancel the Contract no later than ten days after 
receiving it (or as otherwise allowed by state law) by returning it along 
with a written notice of cancellation to the Company.  The Company will 
produce a refund not later than seven days after it receives the Contract and 
the written notice at the Home Office.  Unless the applicable state law 
requires a refund of Purchase Payments only, the Company will refund the


                                     14

<PAGE>

Purchase Payment(s) plus any increase or minus any decrease in the value 
attributable to any Purchase Payments allocated to the variable option(s).

                          CHARGES AND DEDUCTIONS

MAINTENANCE FEE

An annual maintenance fee is deducted during the Accumulation Period from 
each Individual or Plan Account on the Contract anniversary date (or, if not 
a valuation date, on the next valuation date).  This fee is to reimburse the 
Company for some of its administrative expenses relating to the establishment 
and maintenance of the Individual or Plan Account.  The Company deducts this 
fee from each respective investment option in the same proportion as the 
values held under each option bear to the total value of the Individual or 
Plan Account.  The maintenance fee, to the extent permitted by state law, is 
also deducted upon termination of an Individual or Plan Account.

The annual maintenance fee is $30 for each Individual Account.  The annual 
maintenance fee for a Plan Account is $30 for each Participant then enrolled 
under the Contract, up to a maximum of $240 for the Plan Account.

The Contract Holder may elect to pay the annual maintenance fee directly to 
the Company for all Participants.  In this case, the maintenance fee will not 
be deducted from the current value.

The maintenance fee will be reduced by $5 if the Contract has 25 or more 
active Participants and the Contract Holder meets and adheres to the terms of 
an agreement to remit automated payments. The maintenance fee is waived if 
(a) a Participant has a total of less than $100 in his or her Individual 
Account, (b) a Participant enrolls within 90 days of the maintenance fee 
deduction, or (c) upon termination of an Individual or Plan Account, a 
maintenance fee has been deducted within the previous 90 days.

MORTALITY AND EXPENSE RISK CHARGES

The Company makes a daily deduction from the variable portion of Contract 
values for mortality and expense risks. This deduction, made as part of the 
calculation of Accumulation and Annuity Unit value(s), is equivalent to 1.19% 
per year.


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


ADMINISTRATIVE EXPENSE CHARGE

The Company reserves the right to deduct a daily charge of not more than 
0.25% per year from the variable portion of Contract values to reimburse the 
Company for some of the expenses incurred by the Company for administering 
the Contract.  This charge will be established by the Company on an annual 
basis effective each May 1 and continue until April 30 of the following year. 
During the Accumulation Period, the charge may fluctuate annually.

Once an Annuity option is elected, the charge will be established and will 
remain effective during the entire Annuity Period. Through April 30, 1997, 
the Company has established the charge to be 0%. Since the administrative 
expense charge is a percentage of the variable portion of Contract values, 
there may be no relationship between the amount so deducted and the amount of 
expenses attributable to the Contract.

FUND EXPENSES

Each Fund has an investment adviser and pays and investment advisory fee, 
which is deducted daily from each Fund's net assets.  Most expenses incurred 
in the operations of each Fund are borne by the Fund and are deducted before 
the Fund calculates its net assets.  Fund advisers may reimburse the Funds 
they advise for some


                                     15

<PAGE>

or all of these expenses.  For further details of each Fund's expenses, you 
should read the accompanying prospectus for each Fund and refer to the Fee 
Table in this Prospectus.

ALLOCATION AND TRANSFER FEES

Once 12 allocation changes or 12 transfers have been made in a calendar year, 
we reserve the right to charge a fee of not more than $10, deducted from the 
Contract value, for each additional change or transfer.  We currently do not 
impose a fee.


Transfers may be made among the available Funds or from any of the Funds to a 
credited interest option.  The Company reserves the right to charge $10 for 
each additional transfer, once 12 transfers have been made in a calendar 
year. Any fee imposed would be deducted from the Individual or Plan Account 
value.  Any transfer will be based on the Accumulation Unit value next 
determined after a valid request is received at the Home Office.  See 
Appendix I and II for information on transfers from credited interest options.


DEFERRED SALES CHARGE

There are no deductions from Purchase Payments for sales commissions or 
related expenses.  Sales commissions and expenses are advanced by the Company 
and recovered out of any deferred sales charges or, if deferred sales charges 
are insufficient, out of its profits from investment activities, including 
the mortality and expense risk charges under the Contract.  (For sales 
commissions paid in connection with the sale of Contracts,  see "Contract 
Purchase--Distribution.")  Deferred sales charges may be deducted from 
amounts withdrawn during the first 10 Contract Years as set forth in the 
table below.  The deferred sales charge will apply to withdrawals during the 
Accumulation Period.  It will apply during the Annuity Period if the 
nonlifetime Annuity Option is elected on a variable basis and the remaining 
value is withdrawn before three years of Annuity payments have been 
completed.  (See "Annuity Period--Annuity Options.")  There are additional 
restrictions and deductions on withdrawals.  (See "Contract 
Rights--Withdrawals.")

The following table reflects the deferred sales charge deduction as a 
percentage of the amount withdrawn:

                                                 DEFERRED SALES
COMPLETED CONTRACT YEARS                        CHARGE DEDUCTION
- ------------------------                        ----------------
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%

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

A deferred sales charge is not deducted from any Individual or Plan Account 
value that is:

  (a) applied to provide Annuity benefits;
  (b) paid due to the death of the Participant;
  (c) withdrawn on or after the completion of 10 Contract Years;
  (d) withdrawn due to the election of the Estate Conservation Option;
  (e) withdrawn due to the election of the Systematic Withdrawal Option;
  (f) withdrawn as a rollover to another pension or IRA Contract issued by
      the Company; or
  (g) paid where the Individual Account value is less than $2,500 and no 
      withdrawals have been made from that Individual Account within the 
      prior 12 months.  All Individual Account values held on behalf of the
      Participant will be added together to determine eligibility for the $2,500
      exemption.  This provision is not available under Plan Accounts (where
      Individual Accounts are not maintained by the Company) or applicable to
      the withdrawal of all Individual Accounts under one Contract established 
      with the Company.


                                         16

<PAGE>

In the instances cited in the above paragraphs, no deferred sales charge is 
deducted.  However, the amount withdrawn may be subject to the 10% federal 
penalty tax. (See "Tax Status of Amounts Distributed Under the Contract.")

Based on its actuarial determination, the Company does not anticipate that 
the deferred sales charge will cover all sales and administrative expenses 
which the Company will incur in connection with the Contract.  Also, the 
Company does not intend to profit from either the annual maintenance fee or 
the administrative expense charge, if imposed. The Company does hope to 
profit from the daily deduction for mortality and expense risks.  Any such 
profit, as well as any other profit realized by the Company and held in the 
general account (which supports insurance and annuity obligations), would be 
available for any proper corporate purpose, including, but not limited to, 
payment of sales and distribution expenses.

PREMIUM TAX

Several states and municipalities impose a premium tax on annuities.  These 
taxes currently range from 0% to 4%.  The Company reserves the right to 
deduct premium tax against Purchase Payments or Contract Values at any time, 
but no earlier than when we have a tax liability under state law.   The 
Company's current practice is to deduct for premium taxes at the time of 
complete withdrawal or annuitization.  In addition to the premium tax, the 
Company reserves the right to assess a charge for any state or federal taxes 
due against the Contract or the Separate Account assets.  (See "Tax Status.")

Any municipal premium tax assessed at a rate in excess of 1% will be deducted 
from the Purchase Payment(s) or from the amount applied to an Annuity Option 
based upon the Company's determination of when such tax is due.  The Company 
will absorb any municipal premium tax which is assessed at 1% or less.  We 
reserve the right, however, to reflect this added expense in its Annuity 
purchase rates for residents of such municipalities.

                GENERAL DESCRIPTION OF VARIABLE ANNUITY CONTRACTS

RIGHTS UNDER THE CONTRACT

All rights under the Contract rest with the Contract Holder, which is usually 
the employer.  In the case of a trusteed Plan, the Plan trustee will be the 
Contract Holder.  Benefits available to Participants are governed exclusively 
by the provisions of the Plan.  Some of the options and elections under the 
Contract may not be available to Participants under the provisions of the 
Plan.

MODIFICATION OF THE CONTRACT

The Company may modify the Contract when it deems an amendment appropriate, 
subject to the limitations described below, by giving written notice to the 
Contract Holder 30 days before the effective date of the change.  The 
following Contract provisions may be considered material by the Company and 
cannot be changed without the approval of appropriate state or federal 
regulatory authorities:

  (a) transfers among investment options;
  (b) notification to the Contract Owner;
  (c) conditions governing payments of withdrawal values;
  (d) terms of Annuity options;
  (e) death benefit payments; and
  (f) maintenance fee provisions.

However, changes to items (a) through (g) listed below will apply only to new 
Participants enrolled under a Contract after the effective date of the 
modification:

  (a)the Annuity options;


                                  17

<PAGE>

  (b) the contractual promise that no deduction will be made from Purchase 
      Payments for sales or administrative expenses;
  (c) increasing the deferred sales charge;
  (d) increasing the mortality and expense risk charges;
  (e) increasing the administrative expense charge provision, if applicable;
  (f) increasing the annual maintenance fee charge, and
  (g) the maximum allocation and transfer fees.

Modification of items (b) though (g) above specifically require authorization 
by the SEC to the extent that the proposed changes are not currently 
authorized by existing orders issued to us by the SEC.

If the Contract Holder has not accepted the proposed change at the time of 
the effective date, no new Participants may be enrolled under the Contract.  
However, additional Purchase Payments may continue to be made on behalf of 
Participants already enrolled under the Contract.

No change may affect any Annuity beginning before the effective date of such 
modification unless deemed necessary for the Plan or Contract to comply with 
the requirements of the Code or other laws and regulations affecting the Plan 
or Contract.

CONTRACT HOLDER INQUIRIES

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

TELEPHONE TRANSFERS

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

TRANSFER OF OWNERSHIP;  ASSIGNMENT

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

                 REDEMPTION PAYMENTS DURING ACCUMULATION PERIOD

The Contract Holder may redeem all or a portion of the Individual or Plan 
Account value during the Accumulation Period by properly completing and 
submitting to the Company's Home Office a withdrawal request form provided by 
the Company.

The Redemption Payment, in the case of a full withdrawal of the Contract, 
will be the value of the Plan Account or all Individual Accounts less the 
applicable maintenance fees and deferred sales charge.  The Redemption 
Payment, for any partial withdrawal, where a percentage of the value of a 
Plan or Individual Account is requested, will be the percentage requested 
less a deferred sales charge, if any.  For any partial withdrawal where a 
specific dollar amount is requested the Redemption Payment will be the amount 
requested; sufficient Accumulation Units will be cancelled to cover both the 
specific withdrawal amount requested and any deferred sales charge.  A 20% 
income tax may be withheld from amounts paid directly to a Participant.  (See 
"Tax Status of Amounts Distributed Under the Contract.")

The value of the Accumulation Units cancelled for a Redemption Payment will 
be determined as of the end of the Valuation Period in which a disbursement 
form properly completed by the Contract Holder is received at the


                                  18

<PAGE>

Company's Home Office or on such later date as the withdrawal form may 
specify.  Disbursement forms are available from the Company and its local 
representatives.


For any partial withdrawal, unless requested otherwise by the Contract 
Holder, the value of the Accumulation Units cancelled will be withdrawn from 
the respective investment options in the same proportions as their respective 
values bear to the total value of the Plan or Individual Account.

Redemption Payments will normally be made in accordance with SEC 
requirements, but normally not later than seven calendar days after a 
properly completed withdrawal form is received at the Company's Home Office 
or within seven calendar days of the date the withdrawal form may specify.  
Redemption 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 it is not reasonably practicable for 
the value of the assets of the Funds to be fairly determined; or (c) such 
other periods as the SEC may by order permit for the protection of Contract 
Holders and Participants.  The conditions under which restricted trading or 
an emergency exists shall be determined by the rules and regulations of the 
SEC.

                             REINVESTMENT PRIVILEGE

The Contract Holder may elect to reinvest all or a portion of the proceeds 
received from the full withdrawal of a Plan or Individual Account within 30 
days after such withdrawal.  Accumulation Units will be credited to the Plan 
or Individual Account for the amount reinvested, as well as for any 
applicable maintenance fee and any appropriate portion of any deferred sales 
charge imposed at the time of withdrawal.  Any maintenance fee which falls 
due after the withdrawal and before the reinvestment will be deducted from 
the amount reinvested.  Reinvested amounts will be reallocated to the 
applicable investment options in the same proportion as they were allocated 
at the time of withdrawal.

The number of Accumulation Units credited will be based upon the Accumulation 
Unit value(s) next computed following receipt at the Company's Home Office of 
the reinvestment request along with the amount to be reinvested.  The 
reinvestment privilege may be used only once.  A Contract Holder 
contemplating reinvestment should seek competent advice regarding the tax 
consequences associated with such a transaction.

                      ADDITIONAL WITHDRAWAL OPTIONS
GENERAL

The Company offers two additional withdrawal options which are not considered 
Annuity Options:  the Estate Conservation Option ("ECO") and the Systematic 
Withdrawal Option ("SWO").  These options are available to you with contract 
values of at least $25,000 at the time of election and are available at 
certain ages as described below. Under SWO, Participants receive a series of 
partial withdrawals from the account based on the payment method selected. It 
is designed for those who want a periodic income while retaining investment 
flexibility for amounts accumulated under the Contract.  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 and 
pays you that amount once a year.

Amounts withdrawn for ECO and SWO will be deducted from the Contract in the 
same manner as for any other withdrawals during the Accumulation Period 
except that no deferred sales charge will be applied.  (See "Charges and 
Deductions--Deferred Sales Charge.")  Since ECO and SWO are not Annuity 
options, the Individual or Plan Account remains in the Accumulation Period, 
retains all the rights and flexibility described in this Prospectus, and is 
subject to all other Contract charges.  The value of the Accumulation Units 
cancelled will be withdrawn from the respective investment options in the 
same proportion as their respective values bear to the total value of the 
Individual or Participant's portion of the Plan Account.  The Company 
reserves the right to discontinue the availability of these options and to 
change the terms for future elections.


                                     19

<PAGE>

Once elected, these options may be revoked by the Contract Holder at any 
time, but only by submitting a written request to the Home Office.  Any 
revocation will apply only to the amounts not yet paid.  Once ECO or SWO is 
revoked, it may not be elected again.

Participants should determine the availability of ECO and SWO under their 
Plan (by checking with the Contract Holder), and the terms and conditions 
that may apply.

SWO is different from ECO in the following ways:  (1) SWO payments are made 
for a fixed dollar amount or fixed time period, whereas ECO payments vary in 
dollar amount and can continue indefinitely during the Contract Holder's or 
Participant's lifetime, and (2) generally, SWO payments will be higher than 
expected ECO payments.  Participants should carefully assess their future 
income needs when considering the election of these distribution options.

Participants should also consult their tax adviser before requesting the 
election of these conditions due to the potential for adverse tax 
consequences.

In the event of the Participant's death, payments may be continued if allowed 
by the Plan.

ESTATE CONSERVATION OPTION

The Company will calculate and distribute an annual amount using the method 
contained in the Code's minimum distribution regulations.  The annual 
distribution is determined by dividing the prior December 31 value of the 
Individual or Participant's portion of the Plan Account, as directed by the 
Contract Holder, by a life expectancy factor from tables designated by the 
Internal Revenue Service ("IRS").  The factor will be based on either the 
Participant's life expectancy or the joint life expectancies of the 
participant and the Participant's spouse.  If ECO is elected based on the 
Participant's life expectancy, the full value of the Individual or 
Participant's portion of the Plan Account must be distributed in the year 
following the Participant's death, as required by current IRS regulations.  
Factors will be redetermined for each year's distribution.  The value of the 
Individual or Participant's portion of the Plan Account to be used in this 
calculation is the value on the December 31st prior to the year for which 
payment is being made.  This calculation will be changed, if necessary, to 
conform to changes in the Code or applicable regulations.

At the time of ECO election, the total aggregate value of all Individual 
Accounts or portions of Plan Accounts to which ECO is applied must be $25,000 
or more.  The first distribution must be made in the calendar year in which 
age 70 1/2 is attained or later.

SYSTEMATIC WITHDRAWAL OPTION

The Company will distribute a portion of the Individual or Participant's 
portion of the Plan Account, as directed by the Contract Holder, annually.  
The Company reserves the right to provide payments more frequently.

The annual minimum SWO distribution, or maximum SWO time period, will be 
determined as directed by the Contract Holder, by a life expectancy factor 
from tables designated by the IRS.  The factor will be based on either the 
Participant's life expectancy or the joint life expectancies of the 
Participant and Participant's spouse.  Factors will be reduced by one for 
each distribution year.

At the time of SWO election, the total aggregate value of all Individual 
Accounts or portions of Plan Accounts to which SWO is applied must be $25,000 
or more.  Payments must not begin before the calendar year in which age 
70 1/2 is attained or later.

One of two methods of distribution may be elected:


(a) Specified Payment--Payments of a designate dollar amount.  The minimum
    specified payment is determined by dividing the value of the Individual or
    Participant's portion of the Plan Account by the life expectancy factor. The
    value of the Individual or Participant's portion of the Plan Account to be 
    used in this calculation is the value on the December 31st prior to the year
    for which the payment is being made.  The dollar amount chosen must be at 
    least $250 annually but cannot be greater than 10% of the cash value applied
    to SWO.


                                       20

<PAGE>


    This amount will remain constant unless a higher amount is required under 
    Code minimum distribution regulations.  If a payment is less than the amount
    determined under the Code's minimum distribution regulations, the Company 
    will calculate and pay the minimum distribution amount.

(b) Specified Period--payments for a designated time period.  The specified 
    period must be at least 10 years but no greater than the Participant's life
    expectancy factor.  The first distribution must be at least $250.  Each 
    annual distribution is determined by dividing the Individual Account or 
    total portions of the Plan Accounts' value by the number of years remaining
    in the elected period.  The value to be used in this calculation is the
    value on the December 31st prior to the year for which the payment is being
    made.


                                  ANNUITY PERIOD

ANNUITY PERIOD ELECTIONS

The Contract Holder must notify the Company in writing of the Annuity start 
date and Annuity Option elected.  Until a date and option are elected, the 
Individual or Plan Account will continue in the Accumulation Period.  

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

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

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

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

The retirement date and the Annuity Options available to Participants are 
normally established by the terms of the Plan, subject to applicable 
provisions of the Code.

Generally, distributions for all Plan Participants must begin no later than 
April 1 of the calendar year following the calendar year in which the 
Participant attains age 70 1/2, whether or not retired.

In determining the amount of benefit payments, the minimum distribution 
incidental death benefit rule described in IRS regulations* must be 
satisfied.  This distribution rule does not apply if any of the Annuity 
Options under (b) below are elected with the spouse as the sole beneficiary.  
(See "Annuity Options.")

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

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


                                     21

<PAGE>

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

ANNUITY OPTIONS
LIFETIME:

  (a)  Life Annuity--an Annuity with payments guaranteed to the date of the 
       Annuitant's death.  This option may be elected with payments guaranteed
       for 5, 10, 15 or 20 years.  Because it provides a specified minimum 
       number of Annuity payments, the election of a guaranteed payment period
       results in somewhat lower payments.

  (b)  Life Income Based Upon the Lives of Two Payees--an Annuity will be 
       paid during the lives of the Annuitant and a second Annuitant.  Payments
       will continue until both Annuitants have died.  When this option is 
       chosen, a choice must be made of:

       (i)   100% of the payment to continue after the first death;
       (ii)  66 2/3% of the payment to continue after the first death;
       (iii) 50% of the payment to continue after the first death;
       (iv)  payments for a minimum of 120 months, with 100% of the payment
             to continue after the first death; or
       (v)   100% of the payment to continue at the death of the second 
             Annuitant and 50% of the payment to continue at the death of the
             Annuitant.

Because (iv) provides a specified minimum number of Annuity payments, the 
election of the guaranteed payment period results in somewhat lower payments.

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

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

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

NONLIFETIME:

  Payments for a Specified Period--an Annuity with payments to be made for
  3 to 30 years, as selected.  If this option is elected on a variable basis,
  the Contract Holder may request at any time during the payment period that
  the present value of all or any portion of the remaining variable payments
  be paid in one sum.  However, any lump sum elected before 3 years of payments
  have been completed will be treated as a withdrawal during the Accumulation
  Period and any applicable deferred sales charge will be assessed.  See
  "Deferred Sales Charge."  This option is not available on a variable basis
   under a Contract which provides for immediate Annuity benefits.

The Company makes a daily deduction for mortality and expense risks from any 
Contract values held on a variable basis. (See "Mortality and Expense Risk 
Charges.")  Therefore, electing the nonlifetime option on a variable basis 
will result in a deduction being made even though the Company assumes no 
mortality risk.

The Company may make available to Contact Holders and other payees optional 
methods of payment in addition to the Annuity Options described above.


                                      22

<PAGE>

                                DEATH BENEFIT

ACCUMULATION PERIOD

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

Until the election of method of payment, amounts will remain invested as they 
were before the death, and the beneficiary will assume all rights under the 
Contract.  The Code requires that distributions begin within a certain time 
period.  If the Participant's beneficiary under the Plan is the surviving 
spouse, the Code allows a Plan to give the Participant's beneficiary until 
the Participant would have attained age 70 1/2 to begin receiving Annuity 
payments or to receive a lump-sum distribution.  If the Participant's 
beneficiary under the Plan is not the surviving spouse, Annuity payments must 
begin by December 31 of the year following the year of 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 beneficiary extend 
beyond the life of the beneficiary or any period certain greater than the 
beneficiary's life expectancy.  If no elections are made concerning 
distribution, no distributions will be made.  Failure to commence 
distribution within the above time periods can result in tax penalties.  In 
no event may payments to any Participant's beneficiary extend beyond the life 
of the Participant's beneficiary or any period certain greater than the 
Participant's beneficiary's life expectancy.

If a lump-sum distribution is elected, the beneficiary will receive the value 
of the Contract determined as of the Valuation Period in which proof of death 
acceptable to us and a request for payment are received at the Home Office. 
If an Annuity Option is elected, the value applied to the Annuity Options is 
determined in the same manner as a lump-sum distribution; the amount of 
payout will depend on the annuity option elected and the investment option(s) 
used to provide such payments.  (See "Annuity Period.")  If amounts are left 
in the variable investment options, the account value will continue to be 
affected by the investment performance of the investment option(s) selected.  
If amounts are left on deposit in the general account, the principal amount 
is guaranteed 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

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

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

Under the Contract, if lifetime option (a) or (b) was elected with a 
guaranteed minimum payment period and the death of the Annuitant under option 
(a) or the death of the surviving Annuitant under option (b)(iv) occurs prior 
to the end of that period, the Company will pay to the designated beneficiary 
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 the Company and a 
request for payment are received at its Home Office.  The value will be 
reduced by any payments made after the date of death.

If the nonlifetime option was elected under the Contract and the Annuitant 
dies before all payments are made in a lump sum to the beneficiary and no 
deferred sales charge will be imposed.  Such value will be determined as of


                                     23

<PAGE>

the Valuation Period in which proof of death acceptable to the Company and a 
request for payment are received at the Home Office.

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

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

                                  TAX STATUS

FEDERAL TAX STATUS OF THE COMPANY

The Company is taxed as a life insurance company in accordance with the Code. 
For federal income tax purposes, the operations of the Separate Account form 
a part of the Company's total operations and are not taxed independently, 
although operations of the Separate Account are treated separately for 
accounting and financial statement purposes. Under the current provisions of 
the Code, the investment income and realized capital gains of the Separate 
Account (i.e., income and capital gains distributed to the Separate Account 
by the Funds) will not be taxable to the Company to the extent such amounts 
are credited to the Contracts.  Based on this, no charge is being made 
currently to the Separate Account for federal income taxes.  However, the 
Company reserves the right to make a deduction for federal income taxes 
attributable to the Contracts should such taxes be imposed in the future.

USE OF THE CONTRACT

The Contract is intended to provide retirement benefits to Participants under 
Corporate 401 Plans established by employers.  Some of the options and 
elections under the Contract may not be available to Participants under the 
provisions of the Plan.

TAX STATUS OF AMOUNTS DISTRIBUTED UNDER THE CONTRACT

The following description of the federal income tax status of amounts 
distributed under the Contracts is not exhaustive and is not intended to 
cover all situations.  Contract Holders and Participants should seek advice 
from their tax advisers as to the application of federal (and where 
applicable, state and local) tax laws to amounts received by them and by 
their beneficiaries under the Contracts.

The Code imposes a 10% penalty tax on the taxable portion of any distribution 
unless made when (a) the Participant has attained age 59 1/2, (b) the 
Participant has become disabled, (c) the Participant has died, (d) the 
Participant has attained age 55 and has separated from service with the Plan 
sponsor, (e) the distribution amount is rolled over into an Individual 
Retirement Account ("IRA") in accordance with terms of the Code, or (f) the 
distribution amount is annuitized over the life or life expectancy of the 
Participant or the joint lives or life expectancies of the Participant and 
beneficiary, provided the Participant has separated from service with the 
Plan sponsor.  In addition, the penalty tax is abated for the amount of a 
distribution equal to unreimbursed medical expenses incurred by the 
Participant that qualify for deduction as specified in the Code.

Whether the Participant elects a lump sum or Annuity payments, if a 
Participant has made after-tax contributions to the Plan, the Participant 
will have a cost basis (equal to such contributions) which can be recovered 
tax-free from distributions from the Plan.

The Contract Holder, on behalf of a payee (a Participant, surviving spouse, 
and former spouse, if entitled to benefits under certain divorce orders) 
entitled to a distribution under this Contract on or after January 1, 1993, 
may elect a direct rollover of an eligible rollover distribution.  A direct 
rollover is the payment by the Company to another eligible retirement plan.  
The election of a direct rollover must be made in accordance with the 
Company's procedures.


                                    24

<PAGE>

An eligible rollover distribution is a distribution of all or any portion of 
an amount payable except for any distribution that is:  (1) one of a series 
of equal payments (made at least once a year) for the life/life expectancy of 
the payee or payee and beneficiary, or for a period of ten years or more; (2) 
a required minimum distribution under Code Section 401(a)(9); and (3) any 
distribution or portion thereof that is not taxable.

If a direct rollover of an eligible rollover distribution is made, the 
Company must report the amount of the distribution to the IRS and the 
Participant, but is not required to withhold any federal or state income tax. 
If an eligible rollover distribution is paid to the payee (as defined 
above), the Company must withhold 20% federal income tax and any required 
state income tax.  For taxable amounts that are not eligible rollover 
distributions, if payable to the Participant, he or she has the right to 
choose not to have federal income tax withheld.

If a Participant receives a payment prior to reaching age 59 1/2, and does 
not roll the payment over, in addition to the tax withholding, a 10% penalty 
tax on the taxable portion of the payment may apply (unless the payment is 
subject to an exception listed above).

Federal income and state taxes will be withheld from any payments paid 
directly to a Participant, unless instructed otherwise.  The Company will 
report to the IRS the taxable portion of all distributions whether or not 
income taxes are withheld.

a. ACCUMULATION PERIOD
   The Purchase Payments and investment results of the Separate Account
   credited to the value of the Contract are not taxable to Participants
   until distributed.  Lump-sum payments will generally be taxed to
   Participants as ordinary income in the year received.  Special provisions
   of the Code may afford more favorable tax treatment for lump-sum 
   distributions under 401 Plans.

b. ANNUITY PERIOD
   Annuity payments will generally be fully taxable to Participants as
   ordinary income when received.

LEGAL PROCEEDINGS

The Company knows of no material legal proceedings pending to which the 
Separate Account is a party or which would materially affect the Separate 
Account.

LEGAL MATTERS

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


                                     25

<PAGE>


             CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION

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

  General Information and History
  Variable Annuity Account C
  Offering and Purchase of Contracts
  Annuity Payments
  Sales Material
  Independent Auditors
  Financial Statements of the Separate Account
  Financial Statements for Aetna Life Insurance and Annuity Company


                                     26

<PAGE>

                                   APPENDIX I
                         GUARANTEED ACCUMULATION ACCOUNT

THE GUARANTEED ACCUMULATION ACCOUNT ("GAA") IS A CREDITED INTEREST OPTION 
AVAILABLE DURING THE ACCUMULATION PERIOD UNDER THE CONTRACT.  CONTRACT 
HOLDERS SHOULD READ THE ACCOMPANYING GAA PROSPECTUS CAREFULLY BEFORE 
INVESTING.  THIS APPENDIX IS A SUMMARY OF GAA AND IS NOT INTENDED TO REPLACE 
THE GAA PROSPECTUS.  AMOUNTS ALLOCATED TO LONG-TERM CLASSIFICATIONS OF GAA 
ARE HELD IN A NONINSULATED, NONUNITIZED SEPARATE ACCOUNT.  AMOUNTS ALLOCATED 
TO SHORT-TERM CLASSIFICATIONS OF GAA ARE HELD IN THE COMPANY'S GENERAL 
ACCOUNT.


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

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

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

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

By notifying the Company at its Home Office at least 30 days before Annuity 
payments begin, the Contract Holder or, if permitted by the Plan, the 
Participant may elect to have amounts which have been accumulating under GAA 
transferred to one or more of the Funds available during the Annuity Period, 
to provide variable Annuity payments.  GAA cannot be used as an investment 
option during the Annuity Period.

MORTALITY AND EXPENSE RISK CHARGES

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

TRANSFERS

Amounts applied to a Guaranteed Term during a deposit period may not be 
transferred to any other funding option or to another Guaranteed Term during 
that deposit period or for 90 days after the close of that deposit period.  
Transfers are permitted from Guaranteed Terms of one Classification to 
available Guaranteed Terms of another Classification. The Company will apply 
an MVA to GAA transfers made before the end of a Guaranteed Term.  Transfers 
of GAA values due to a maturity are not subject to an MVA and are not counted 
as one of the 12 free transfers of accumulated values in the Individual or 
Plan Account.

REINVESTMENT PRIVILEGE

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


                                     27

<PAGE>

                                 APPENDIX II
                                FIXED ACCOUNT

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

CREDITED INTEREST OPTION -- FIXED ACCOUNT

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

The Company may pay any Fixed Account withdrawal value in one lump sum to the 
Contract Holder if (a) the total of the current Fixed Account withdrawal and 
(b) the total of all Fixed Account withdrawals from the Contract within the 
past 12 calendar months is less than $500,000.  However, if the total is 
equal to or greater than $500,000, the Company will pay the Fixed Account 
withdrawal value in equal payments, with interest, over a period not to 
exceed 60 months. This interest will not be more than two percentage points 
below any rate determined prospectively by the Board of Directors for this 
class of Contract.  In no event will the interest rate be less than the 
minimum stated in the Contract.  In addition, under certain emergency 
conditions, the Company may defer payment (a) for a period of up to 6 months 
or (b) as provided by federal law.

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

MORTALITY AND EXPENSE RISK CHARGES

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

TRANSFERS AMONG INVESTMENT OPTIONS

Transfers from the Fixed Account to any other available investment option are 
allowed in each calendar year during the Accumulation Period.  The amount 
which may be transferred may vary at the Company's discretion; however, it 
will never be less than 10% of the amount held under the Fixed Account.

By notifying the Company at its Home Office at least 30 days before Annuity 
payments begin, the Contract Holder or, if permitted by the Plan, the 
Participant may elect to have amounts which have been accumulating under the 
Fixed Account transferred to one or more of the Funds available during the 
Annuity Period to provide variable Annuity payments.


                                      28

<PAGE>



                          VARIABLE ANNUITY ACCOUNT C






                                  PROSPECTUS

                              DATED MAY 1, 1996





                              GROUP 401 REWRITE



                 AETNA LIFE INSURANCE AND ANNUITY COMPANY
                                Customer Service
                             151 Farmington Avenue
                      Hartford, Connecticut  06156-1268
                          Telephone:  1-800-232-5422


Form No. 75984-2                                                    May 1996

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


             STATEMENT OF ADDITIONAL INFORMATION DATED  MAY 1, 1996

Group Variable Retirement Annuity Contracts for Tax-Deferred Annuity Plans
             (Section 403(b)), Qualified 401 Plans, and HR 10 Plans

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


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

                    Aetna Life Insurance and Annuity Company
                                Customer Service
                              151 Farmington Avenue
                          Hartford, Connecticut  06156
                                 1-800-531-4547

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

                                TABLE OF CONTENTS

                                                                         Page

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

<PAGE>

                         GENERAL INFORMATION AND HISTORY

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


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

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

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

                           VARIABLE ANNUITY ACCOUNT C

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

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


                                        2
<PAGE>

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

                       OFFERING AND PURCHASE OF CONTRACTS

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

                                ANNUITY PAYMENTS

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

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

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

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

EXAMPLE:

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

                                        3
<PAGE>

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

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

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

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

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


                                 SALES MATERIAL

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


                              INDEPENDENT AUDITORS

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

                                        4
<PAGE>

                              FINANCIAL STATEMENTS


                           VARIABLE ANNUITY ACCOUNT C


                                      INDEX

<TABLE>
<CAPTION>

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


                                       S-1
<PAGE>

                          INDEPENDENT AUDITORS' REPORT

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

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

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

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



                                                           KPMG Peat Marwick LLP

Hartford, Connecticut
February 16, 1996


                                         S-2

<PAGE>

VARIABLE ANNUITY ACCOUNT C

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

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

Net assets represented by:

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


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

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



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

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


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

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

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


                                       S-7
<PAGE>
VARIABLE ANNUITY ACCOUNT C

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

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



See Notes to Financial Statements.


                                       S-8
<PAGE>
VARIABLE ANNUITY ACCOUNT C

STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>


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


See Notes to Financial Statements.


                                       S-9
<PAGE>
VARIABLE ANNUITY ACCOUNT C

NOTES TO FINANCIAL STATEMENTS - December 31, 1995

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

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

     a. VALUATION OF INVESTMENTS

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

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


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

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

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

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

                                       S-10

<PAGE>

VARIABLE ANNUITY ACCOUNT C

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

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

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

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

4.   PURCHASES AND SALES OF INVESTMENTS

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

5.   ESTIMATES 

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



                                       S-11

<PAGE>

VARIABLE ANNUITY ACCOUNT C

CONDENSED FINANCIAL INFORMATION

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

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


                                      S-12
<PAGE>

VARIABLE ANNUITY ACCOUNT C

CONDENSED FINANCIAL INFORMATION

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

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

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


                                      S-13
<PAGE>

VARIABLE ANNUITY ACCOUNT C

CONDENSED FINANCIAL INFORMATION

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

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


                                      S-14
<PAGE>

VARIABLE ANNUITY ACCOUNT C

CONDENSED FINANCIAL INFORMATION

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

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


                                      S-15
<PAGE>

VARIABLE ANNUITY ACCOUNT C

CONDENSED FINANCIAL INFORMATION

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

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

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


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

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


                                      S-16
<PAGE>

VARIABLE ANNUITY ACCOUNT C

CONDENSED FINANCIAL INFORMATION

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

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

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

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

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

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

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

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

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

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


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


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




                           VARIABLE ANNUITY ACCOUNT C




                           VARIABLE ANNUITY CONTRACTS
                                    ISSUED BY
                    AETNA LIFE INSURANCE AND ANNUITY COMPANY



Form No.  ADVANCE -2
USED FOR 75974 AND 75984                                      ALIAC Ed. MAY 1996



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