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





                                                                     Prospectus
                                                                       Dated:
                                                                     May 1, 1996




                       VARIABLE
                       ANNUITY
                       ACCOUNT C


                       OPPORTUNITY PLUS
                       

                       GROUP VARIABLE MULTIPLE
                       OPTION ANNUITY CONTRACTS











                                 [LOGO]


75962-2                Aetna Life Insurance and Annuity Company

<PAGE>
                                   PROSPECTUS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
This   Prospectus  describes  two  group  deferred  variable  annuity  contracts
("Contracts")  issued  by  Aetna  Life   Insurance  and  Annuity  Company   (the
"Company").  One allows lump sum  payments ("Single Purchase Payment Contracts")
and  the  other  allows  installment  payments  ("Installment  Purchase  Payment
Contracts").   The  Contracts   are  available  through   participation  in  the
"Opportunity Plus"  retirement programs  which  receive favorable  tax  deferred
treatment  under Federal  income tax law.  (See "Purchase.")  Interests in these
Contracts are offered to employees of  school boards and public universities  in
the state of New York.
 
The  Contracts provide that contributions may be allocated to one or more of the
Credited Interest  Options or  to one  or more  of the  Subaccounts of  Variable
Annuity  Account C,  a separate account  of the Company.  The Subaccounts invest
directly in shares of the following Funds:
 
 - Aetna Variable Fund                  - Franklin Government Securities
 - Aetna Income Shares                  Trust
 - Aetna Variable Encore Fund           - Janus Aspen Aggressive Growth
 - Aetna Investment Advisers Fund,      Portfolio
 Inc.                                   - Janus Aspen Growth Portfolio
 - Alger American Growth Portfolio      - Janus Aspen Short-Term Bond
 - Alger American Small Cap Portfolio   Portfolio
 - Calvert Responsibly Invested         - Janus Aspen Worldwide Growth
 Balanced Portfolio                     Portfolio
 - Fidelity VIP II Asset-Manager        - Lexington Emerging Markets Fund,
 Portfolio                              Inc.
 - Fidelity VIP II Contrafund           - Lexington Natural Resources Trust
 Portfolio                              - Neuberger & Berman Growth Portfolio
 - Fidelity VIP II Index 500 Portfolio  - Scudder International Portfolio
 - Fidelity VIP Equity-Income           Class A Shares
 Portfolio                              - TCI Growth (a Twentieth Century
                                        fund)
 
The Credited Interest  Options currently  available under the  Contract are  the
Guaranteed  Accumulation Account and  the Fixed Account.  Except as specifically
mentioned, this  Prospectus  describes  only investments  through  the  Separate
Account.  A  brief  description of  each  of  the Credited  Interest  Options is
contained in Appendices  to this Prospectus.  Additional information  concerning
the Guaranteed Accumulation Account is contained in a separate prospectus.
 
The  availability of the Funds  and the Credited Interest  Options is subject to
applicable regulatory authorization. Not all Funds or Credited Interest  Options
may  be  available  under all  Contracts.  Please  check with  your  employer to
determine option availability. (See "Investment Options.")
 
This Prospectus provides investors  with the information  that they should  know
about the Separate Account before investing in the Contract through the Separate
Account.  Additional information  about the Separate  Account is  contained in a
Statement of Additional Information ("SAI") which is available at no charge. The
SAI  has  been  filed  with  the  Securities  and  Exchange  Commission  and  is
incorporated  herein by reference. The Table of  Contents for the SAI is printed
on page 16 in this Prospectus. An SAI may be obtained by indicating the  request
on  the  enrollment  form  or  on  the  prospectus  receipt  contained  in  this
Prospectus, or by calling the number listed under the "Inquiries" section of the
Prospectus Summary.
 
THIS PROSPECTUS IS VALID  ONLY WHEN ACCOMPANIED BY  THE CURRENT PROSPECTUSES  OF
THE  FUNDS AND THE  GUARANTEED ACCUMULATION ACCOUNT.  ALL PROSPECTUSES SHOULD BE
READ AND RETAINED FOR FUTURE REFERENCE.
 
THESE SECURITIES HAVE  NOT BEEN APPROVED  OR DISAPPROVED BY  THE SECURITIES  AND
EXCHANGE  COMMISSION OR ANY  STATE SECURITIES COMMISSION  NOR HAS THE SECURITIES
AND EXCHANGE  COMMISSION OR  ANY  STATE SECURITIES  COMMISSION PASSED  UPON  THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
 
  THIS PROSPECTUS AND THE STATEMENT OF ADDITIONAL INFORMATION ARE DATED MAY 1,
                                     1996.
<PAGE>
                               TABLE OF CONTENTS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
<TABLE>
<S>                                                                                    <C>
DEFINITIONS..........................................................................     DEFINITIONS - 1
PROSPECTUS SUMMARY...................................................................         SUMMARY - 1
FEE TABLE............................................................................       FEE TABLE - 1
CONDENSED FINANCIAL INFORMATION......................................................     AUV HISTORY - 1
THE COMPANY..........................................................................                   1
VARIABLE ANNUITY ACCOUNT C...........................................................                   1
INVESTMENT OPTIONS...................................................................                   1
    The Funds........................................................................                   1
    Credited Interest Options........................................................                   3
PURCHASE.............................................................................                   4
    Contract Availability............................................................                   4
    Purchasing Interests in the Contract.............................................                   4
    Right to Cancel..................................................................                   4
CHARGES AND DEDUCTIONS...............................................................                   4
    Daily Deductions from the Separate Account.......................................                   4
    Maintenance Fee..................................................................                   5
    Deferred Sales Charge............................................................                   5
    Fund Expenses....................................................................                   6
    Premium and Other Taxes..........................................................                   6
CONTRACT VALUATION...................................................................                   7
    Account Value....................................................................                   7
    Accumulation Units...............................................................                   7
    Net Investment Factor............................................................                   7
TRANSFERS............................................................................                   7
WITHDRAWALS..........................................................................                   8
    Reinvestment Privilege...........................................................                   8
CONTRACT LOANS.......................................................................                   8
ADDITIONAL WITHDRAWAL OPTIONS........................................................                   8
DEATH BENEFIT DURING ACCUMULATION PERIOD.............................................                   9
ANNUITY PERIOD.......................................................................                  10
    Annuity Period Elections.........................................................                  10
    Annuity Options..................................................................                  10
    Annuity Payments.................................................................                  11
    Charges Deducted During the Annuity Period.......................................                  11
    Death Benefit Payable During the Annuity Period..................................                  11
TAX STATUS...........................................................................                  12
    Introduction.....................................................................                  12
    Taxation of the Company..........................................................                  12
    Contracts Used with Certain Retirement Plans.....................................                  12
</TABLE>
<PAGE>
<TABLE>
<S>                                                                                    <C>
MISCELLANEOUS........................................................................                  14
    Opportunity Plus Processing Office...............................................                  14
    Distribution.....................................................................                  14
    Delay or Suspension of Payments..................................................                  14
    Performance Reporting............................................................                  15
    Voting Rights....................................................................                  15
    Changes in Beneficiary Designations..............................................                  15
    Modification of the Contract.....................................................                  15
    Agreements with the Company......................................................                  15
    Legal Matters and Proceedings....................................................                  16
CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION..................................                  16
APPENDIX I--GUARANTEED ACCUMULATION ACCOUNT..........................................                  17
APPENDIX II--FIXED ACCOUNT...........................................................                  18
</TABLE>
 
THIS  PROSPECTUS DOES  NOT CONSTITUTE AN  OFFERING IN ANY  JURISDICTION IN WHICH
SUCH OFFERING  MAY NOT  LAWFULLY BE  MADE. THE  COMPANY DOES  NOT AUTHORIZE  ANY
PERSON TO GIVE INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THE
OFFERING CONTAINED IN THIS PROSPECTUS EXCEPT AS OTHERWISE CONTAINED HEREIN.
<PAGE>
                                  DEFINITIONS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
The following terms are defined as they are used in this Prospectus:
 
ACCOUNT:  A record established for each  Participant to identify contract values
accumulated on each Participant's behalf during the Accumulation Period. For any
given Participant,  the  Account  includes amounts  held  under  an  Installment
Purchase Payment Contract and a Single Purchase Payment Contract.
 
ACCOUNT  VALUE: The total dollar value of amounts  held in an Account as of each
Valuation Date during the Accumulation Period.
 
ACCOUNT YEAR: A  period of  twelve months  measured from  the date  on which  an
Account  is  established (the  effective date)  or from  an anniversary  of such
effective date.
 
ACCUMULATION PERIOD: The period during which Purchase Payment(s) credited to  an
Account are invested to fund future Annuity payments.
 
ACCUMULATION  UNIT: A  measure of  the value  of each  Subaccount before annuity
payments begin.
 
ANNUITANT: The person on whose life or life expectancy the annuity payments  are
based.
 
ANNUITY:  A series of payments  for life, a definite  period or a combination of
the two.
 
ANNUITY DATE: The date on which annuity payments begin.
 
ANNUITY PERIOD: The period during which Annuity payments are made.
 
ANNUITY UNIT: A  measure of  the value of  each Subaccount  selected during  the
Annuity Period.
 
BENEFICIARY(IES):  The person or  persons identified in  the enrollment form who
are to receive any death benefit proceeds payable under the Contract.
 
CODE: Internal Revenue Code of 1986, as amended.
 
COMPANY (WE, US): Aetna Life Insurance and Annuity Company.
 
CONTRACTS: The  group  deferred,  variable annuity  contracts  offered  by  this
Prospectus.
 
CONTRACT  HOLDER:  The person  or entity  to  whom the  Contract is  issued. The
Contract Holder of the Contract is usually the employer.
 
CREDITED INTEREST OPTIONS: The  fixed interest options  under the Contract.  The
Credited  Interest  Options  currently consist  of  the  Guaranteed Accumulation
Account and the Fixed Account, each of which is described in an Appendix to this
Prospectus. Amounts allocated to the  Credited Interest Options are included  in
the Account Value.
 
FUND(S):  An open-end registered management  investment company whose shares are
purchased by the Separate Account to fund the benefits provided by the Contract.
 
HOME  OFFICE:  The  Company's  principal  executive  offices,  located  at   151
Farmington Avenue, Hartford, Connecticut 06156.
 
NYSUT: New York State United Teachers Trust.
 
OPPORTUNITY   PLUS  PROCESSING  OFFICE:   The  Opportunity  Plus  administrative
headquarters.  The  mailing  address  is  P.O.  Box  12894,  Albany,  New   York
12212-2894.
 
PARTICIPANT  (YOU): A person  participating in a Plan  maintained by an eligible
organization.
 
PLAN(S): Tax-deferred  retirement plans  under Section  403(b) of  the Code  for
employees of public school systems.
 
- --------------------------------------------------------------------------------
                                DEFINITIONS - 1
<PAGE>
PURCHASE PAYMENT(S): The gross payment(s) made to the Company under a Contract.
 
PURCHASE  PAYMENT  PERIODS: For  "Installment  Purchase Payment  Contracts," the
period of time for  completion of the  agreed upon annual  number and amount  of
Purchase  Payments. For example,  if it is determined  that the Purchase Payment
Period will consist of 12 payments per  year and only 11 payments are made,  the
Purchase  Payment Period is not completed  until the twelfth Purchase Payment is
made.
 
SEPARATE ACCOUNT: Variable Annuity Account C, a separate account established  by
the  Company for the purpose of funding variable annuity contracts issued by the
Company.
 
SUBACCOUNT(S): The  portion  of the  assets  of  the Separate  Account  that  is
allocated  to a particular Fund.  Each Subaccount invests in  the shares of only
one corresponding Fund.
 
UUP: United University Professions.
 
VALUATION DATE:  The date  and time  at which  the value  of the  Subaccount  is
calculated.  Currently, this calculation occurs at  the close of business of the
New York Stock Exchange on any normal business day, Monday through Friday,  that
the New York Stock Exchange is open.
 
- --------------------------------------------------------------------------------
                                DEFINITIONS - 2
<PAGE>
                               PROSPECTUS SUMMARY
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
CONTRACTS OFFERED
 
    The  two Contracts described in this  Prospectus are group deferred variable
annuity contracts  issued  by Aetna  Life  Insurance and  Annuity  Company  (the
"Company").  One allows lump sum  payments ("Single Purchase Payment Contracts")
and  the  other  allows  installment  payments  ("Installment  Purchase  Payment
Contracts").  The purpose of the Contract is to accumulate values and to provide
benefits upon retirement for retirement plans under Section 403(b) of the  Code.
The  Contracts are  available for school  boards and public  universities in the
State of New York,  specifically for Participants who  are members of NYSUT  and
UUP.
 
    The  Contracts  are  available  to Plans  that  include  a  variable annuity
contract alone or in conjunction with  retail mutual funds for which  Systemized
Benefits  Administrators, Inc. ("SBA"), an affiliate  of the Company, has agreed
to perform recordkeeping  services and to  provide consolidated statements.  SBA
may  receive  compensation  for  these  services,  but  such  compensation  will
generally  not  be  charged  to  the   Separate  Account  or  deducted  from   a
Participant's Account under the Contract.
 
CONTRACT PURCHASE
 
    The  Contracts may  be purchased  by eligible  organizations on  behalf of a
group made up  of their  employees. Eligible  employees may  participate in  the
Contract  by completing the enrollment form and submitting it to the Opportunity
Plus Processing Office. Purchase Payments can be applied to the Contract  either
through  a  lump-sum  transfer  from  a  pre-existing  plan  or  through  salary
reduction. (See "Purchase.")
 
FREE LOOK PERIOD
 
    Contract Holders and Participants  have the right  to cancel their  purchase
within  10  days  after  receiving the  Contract  or  other  document evidencing
interest in the  Contract by  returning it  to the  Opportunity Plus  Processing
Office  along with  a written notice  of cancellation. The  amount received upon
cancellation will be the  full value of Purchase  Payments plus any increase  or
minus  any  decrease in  the Account  Value allocated  to the  Subaccounts. (See
"Right to Cancel.")
 
INVESTMENT OPTIONS
 
    The Company has established  Variable Annuity Account  C, a registered  unit
investment  trust,  for  the purpose  of  funding  the variable  portion  of the
Contracts. The  Separate  Account  is  divided  into  Subaccounts  which  invest
directly  in  shares  of  the  Funds  described  herein,  as  designated  by the
Participant. The Contracts allow investment in any or all of the Subaccounts, as
well as in the Credited Interest Options described below. For a complete list of
the Funds available  under the Contracts,  and a description  of the  investment
objectives  of each of the Funds  and their investment advisers, see "Investment
Options--The Funds" in this Prospectus, as well as the prospectuses for each  of
the Funds.
 
    The Contracts also provide for investment in Credited Interest Options which
allow you to earn fixed rates of interest. The fixed options available under the
Contracts are the Guaranteed Accumulation Account ("GAA") and the Fixed Account.
(See the Appendices to this Prospectus.)
 
CHARGES AND DEDUCTIONS
 
    Certain  charges are associated with  these Contracts. These charges include
daily deductions  from the  Separate  Account (the  mortality and  expense  risk
charges and an administrative charge), as well as any annual maintenance fee and
premium  and other taxes. The  Funds also incur certain  fees and expenses which
are deducted directly from the Funds. A  deferred sales charge may apply upon  a
full or partial withdrawal of the Account Value. (See the Fee Table and "Charges
and Deductions.")
 
- --------------------------------------------------------------------------------
                                  SUMMARY - 1
<PAGE>
TRANSFERS
 
    Prior  to  the Annuity  Date, and  subject  to certain  limitations, Account
Values may  be  transferred among  the  Subaccounts and  the  Credited  Interest
Options without charge. Transfers can be requested in writing or by telephone in
accordance  with the  Company's transfer procedures.  (See the  Appendices for a
full description  of the  restrictions  applicable to  transfers made  from  the
Credited Interest Options.) (See "Transfers.")
 
WITHDRAWALS
 
    All  or a part  of the Account Value  may be withdrawn  prior to the Annuity
Date by properly completing a disbursement  form and sending it to the  Company.
Certain  charges may  be assessed  upon withdrawal.  The withdrawal  may also be
subject to income tax  and a federal  tax penalty. The  Code restricts full  and
partial withdrawals in some circumstances. (See "Withdrawals.")
 
    The  Contract also offers  certain Additional Withdrawal  Options during the
Accumulation Period to persons  meeting certain criteria. Additional  Withdrawal
Options  may not  be suitable  in every  situation. (See  "Additional Withdrawal
Options.")
 
LOANS
 
    Participants under  Section  403(b) Plans  may  request a  loan  from  their
Account  Value  at  any  time during  the  Accumulation  Period.  (See "Contract
Loans.")
 
DEATH BENEFIT
 
    A death benefit is payable if the Participant dies before the Annuity  Date.
Death benefit proceeds will be paid to the Beneficiary in an amount equal to the
Account Value. Until the election of a method of payment, the Account Value will
remain  invested under  the Contract. The  Beneficiary may elect  to receive the
proceeds in a lump sum or under  any of the payment options available under  the
Contract.  However, the Code requires that  distributions begin within a certain
time period. (See "Death Benefit During Accumulation Period.")
 
    After Annuity Payments have commenced, a death benefit may be payable to the
Beneficiary depending upon  the terms  of the  Contract and  the Annuity  Option
selected. (See "Death Benefit Payable During the Annuity Period.")
 
THE ANNUITY PERIOD
 
    On  the Annuity  Date, you  may elect  to begin  receiving Annuity payments.
Annuity payments can be  made on either a  fixed, variable or combination  fixed
and variable basis. If a variable payout is selected, the payments will continue
to  vary  with the  investment performance  of  the Subaccount(s)  selected. The
Company reserves  the right  to limit  the  number of  Subaccounts that  may  be
available during the Annuity Period. (See "Annuity Period.")
 
TAXES
 
    Contributions  and  earnings  are  not generally  taxed  until  you  or your
Beneficiary(ies) actually  receive  a  distribution from  the  Contract.  A  10%
federal  tax penalty  and a  20% withholding  for income  tax may  be imposed on
certain withdrawals. (See "Tax Status.")
 
INQUIRIES
 
- - Questions, inquiries or requests for additional information can be directed to
  your agent or local representative, or you may contact the Company through the
  Opportunity Plus Processing Office by writing  to P.O. Box 12894, Albany,  New
  York   12212-2894,  or   by  calling   1-800-OPP-INFO  (1-800-677-4636).  (See
  "Miscellaneous--Opportunity Plus Processing Office.")
 
- --------------------------------------------------------------------------------
                                  SUMMARY - 2
<PAGE>
                                   FEE TABLE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
This Fee Table describes  the various charges and  expenses associated with  the
Contracts  during  the  Accumulation  Period. For  amounts  deducted  during the
Annuity Period,  see "Charges  Deducted  During the  Annuity Period."  No  sales
charge is paid upon purchase of the Contracts. All costs that are borne directly
or  indirectly  under  the  Subaccounts  and Funds  are  shown  below.  For more
information regarding expenses paid out of the assets of a particular Fund,  see
the Fund's prospectus.
 
DIRECT CHARGES. These charges are deducted directly from the Account Value. They
include:
 
      DEFERRED  SALES  CHARGE.  The  deferred  sales  charge  is  deducted  as a
      percentage of  the  amount  withdrawn from  Installment  Purchase  Payment
      Contracts.  The total amount  deducted for the  deferred sales charge will
      not exceed 8.5%  of the  total Purchase  Payments applied  to the  Account
      under  the  Installment  Purchase  Payment  Contract.  The  amount  of the
      deferred sales charge is calculated as follows:
 
<TABLE>
<CAPTION>
           INSTALLMENT PURCHASE PAYMENT CONTRACTS:*
PURCHASE PAYMENT                             DEFERRED SALES
PERIODS COMPLETED                           CHARGE DEDUCTION
- ---------------------------------------  ----------------------
<S>                                      <C>
Less than 5                                            5%
5 or more but less than 7                              4%
7 or more but less than 9                              3%
9 or more but less than 10                             2%
More than 10                                           0%
</TABLE>
 
* For Single  Purchase Payment  Contracts, there  is no  deduction for  deferred
  sales  charges. For Installment Purchase Payment Contracts, the deferred sales
  charge is waived for amounts deposited in the Subaccounts (or GAA) on or after
  April 1, 1995. (See "Charges and Deductions--Deferred Sales Charge.")
 
<TABLE>
<S>                                                                                         <C>
ANNUAL CONTRACT MAINTENANCE FEE. The maintenance fee will generally be....................  $   15.00
deducted quarterly during the Accumulation Period in an amount equal
to $3.75 each calendar quarter.
</TABLE>
 
INDIRECT CHARGES. Each  Subaccount pays these  expenses out of  its assets.  The
charges  are reflected in the Subaccount's daily Accumulation Unit Value and are
not charged directly to an Account. They include:
 
<TABLE>
<S>                                                                                         <C>
MORTALITY AND EXPENSE RISK CHARGE.........................................................      1.25%
 
ADMINISTRATIVE EXPENSE CHARGE. We currently do not impose an Administrative Expense
Charge....................................................................................      0.00%
                                                                                            ---------
However, we reserve the right to deduct a daily charge of not more than 0.25%
per year from the Subaccounts.
 
  TOTAL SEPARATE ACCOUNT CHARGES..........................................................      1.25%
                                                                                            ---------
                                                                                            ---------
</TABLE>
 
- --------------------------------------------------------------------------------
                                 FEE TABLE - 1
<PAGE>
ANNUAL EXPENSES OF THE FUNDS
 
The following table illustrates the advisory fees and other expenses  applicable
to  the Funds. Except  as noted, these  figures are a  percentage of each Fund's
average net assets  and are based  on figures  for the year  ended December  31,
1995.  A  Fund's "Other  Expenses" include  operating costs  of the  Fund. These
expenses are reflected in the Fund's net  asset value and are not deducted  from
the Account Value under the Contract.
 
<TABLE>
<CAPTION>
                                           INVESTMENT
                                            ADVISORY
                                            FEES(1)       OTHER EXPENSES   TOTAL FUND
                                         (AFTER EXPENSE   (AFTER EXPENSE     ANNUAL
                                         REIMBURSEMENT)   REIMBURSEMENT)    EXPENSES
                                         --------------   --------------   -----------
 <S>                                     <C>              <C>              <C>
 Aetna Variable Fund(2)                       0.25%            0.06%          0.31%
 Aetna Income Shares(2)                       0.25%            0.08%          0.33%
 Aetna Variable Encore Fund(2)                0.25%            0.10%          0.35%
 Aetna Investment Advisers Fund,
  Inc.(2)                                     0.25%            0.08%          0.33%
 Alger American Growth Portfolio              0.75%            0.10%          0.85%
 Alger American Small Cap Portfolio           0.85%            0.07%          0.92%
 Calvert Responsibly Invested Balanced
  Portfolio(3)                                0.70%            0.13%          0.83%
 Fidelity VIP II Asset Manager
  Portfolio(4)                                0.71%            0.08%          0.79%
 Fidelity VIP II Contrafund
  Portfolio(4)                                0.61%            0.11%          0.72%
 Fidelity VIP II Index 500 Portfolio(5)       0.00%            0.20%          0.28%
 Fidelity VIP Equity-Income Portfolio         0.51%            0.10%          0.61%
 Franklin Government Securities
  Trust(6)                                    0.63%            0.13%          0.76%
 Janus Aspen Aggressive Growth
  Portfolio(7)                                0.75%            0.11%          0.86%
 Janus Aspen Growth Portfolio(7)              0.65%            0.13%          0.78%
 Janus Aspen Short-Term Bond
  Portfolio(7)                                0.00%            0.70%          0.70%
 Janus Aspen Worldwide Growth
  Portfolio(7)                                0.68%            0.22%          0.90%
 Lexington Emerging Markets Fund,
  Inc.(8)                                     0.85%            0.90%          1.75%
 Lexington Natural Resources Trust            1.00%            0.47%          1.47%
 Neuberger & Berman Growth Portfolio(9)       0.84%            0.10%          0.94%
 Scudder International Portfolio Class
  A Shares                                    0.88%            0.20%          1.08%
 TCI Growth(10)                               1.00%            0.00%          1.00%
</TABLE>
 
- --------------------------
 (1) Certain  of  the  unaffiliated  Fund  advisers  reimburse  the  Company for
     administrative costs incurred in connection with administering the Funds as
     variable funding options under the Contract. These reimbursements are  paid
     out of the investment advisory fees and are not charged to investors.
 (2) As  of May 1, 1996, the Company will provide administrative services to the
     Fund and will assume  the Fund's ordinary recurring  direct costs under  an
     Administrative Services Agreement. The "Other Expenses" shown are not based
     on  figures  for the  year ended  December  31, 1995,  but reflect  the fee
     payable under this Agreement.
 (3)The Management and Advisory  Fees are subject  to a performance  adjustment,
    after  July 1, 1996, which could cause the fee  to be as high as 0.85% or as
    low as 0.55%, depending on performance. "Other Expenses" reflect an indirect
    fee of 0.02%.  Net fund operating  expenses after reductions  for fees  paid
    indirectly would be 0.81%.
 (4) A portion of the brokerage commissions the Fund paid was used to reduce its
     expenses.  Without this reduction, total operating expenses would have been
     0.81% for  the  Asset  Manager  Portfolio  and  0.73%  for  the  Contrafund
     Portfolio.
 (5)The  Fund's  expenses  were  voluntarily reduced  by  the  Fund's investment
    adviser. Absent reimbursement, the management fee, other expenses and  total
    expenses would have been 0.28%, 0.19% and 0.47%, respectively, for the Index
    500 Portfolio.
 (6)An  expense reimbursement arrangement was in  effect until February 1, 1996;
    however, it  is no  longer in  effect.  The advisory  fee and  total  annual
    expenses  shown  above  reflect  the  actual  expenses  of  the  Fund before
    reimbursement, as if such arrangement had not been in effect during 1995.
 (7)The information for each Portfolio is net of fee waivers or reductions  from
    Janus  Capital. Fee reductions for  the Aggressive Growth, Balanced, Growth,
    and Worldwide Growth Portfolios  reduce the management fee  to the level  of
    the corresponding Janus retail fund. Other waivers, if applicable, are first
    applied  against the management fee and then against other expenses. Without
    such waivers or  reductions, the  Management Fee, Other  Expenses and  Total
    Fund  Annual Expenses would have been 0.82%, 0.11%, and 0.93% for Aggressive
    Growth Portfolio; 0.85%, 0.13% and 0.98% for Growth Portfolio; 0.65%,  0.72%
    and  1.37% for  Short-Term Bond  Portfolio; and  0.87%, 0.22%  and 1.09% for
    Worldwide Growth  Portfolio;  respectively.  Janus  Capital  may  modify  or
    terminate  the waivers or reductions at any time upon 90 days' notice to the
    Portfolio's Board of Trustees.
 (8)The Fund's  investment adviser  has agreed  to voluntarily  limit the  total
    expenses   of   the  Fund   (excluding   interest,  taxes,   brokerage,  and
    extraordinary  expenses,  but  including   management  fees  and   operating
    expenses)  to  an annual  rate of  1.75%  of the  Fund's average  net assets
    through April  30,  1997.  Without this  agreement,  the  Fund's  Investment
    Advisory Fee, Total Other Expenses and Total Fund Annual Expenses would have
    been 0.85%, 3.24% and 4.09% for the most recent fiscal year.
 (9)Neuberger  & Berman Advisers Management Trust  (the "Trust") is divided into
    portfolios ("Portfolios"), each of which  invests all of its net  investable
    assets  in  a corresponding  series ("Series")  of Advisers  Managers Trust.
    Expenses in the  table reflect  expenses of  the Portfolio  and include  the
    Portfolio's  pro rata portion  of the operating  expenses of the Portfolio's
    corresponding Series. The Portfolio pays Neuberger & Berman Management  Inc.
    ("NBMI")  an administration  fee based on  the Portfolio's  net asset value.
 
- --------------------------------------------------------------------------------
                                 FEE TABLE - 2
<PAGE>
    The corresponding Series of the Portfolio  pays NBMI a management fee  based
    on  the Series' average  daily net assets.  Accordingly, this table combines
    management fees at the Series level and administration fees at the Portfolio
    level in a unified fee rate. (See "Expenses" in the Trust's prospectus.)
(10) The Portfolio's  investment  adviser pays  all  expenses of  the  Portfolio
     except  brokerage  commissions,  taxes,  interest,  fees,  expenses  of the
     non-interested person directors (including counsel fees) and  extraordinary
     expenses.  These  expenses  have  historically  represented  a  very  small
     percentage (less than 0.01%) of total net assets in a fiscal year.
 
HYPOTHETICAL ILLUSTRATION (EXAMPLE)
 
THIS  EXAMPLE  IS   PURELY  HYPOTHETICAL.   IT  SHOULD  NOT   BE  CONSIDERED   A
REPRESENTATION  OF PAST OR  FUTURE EXPENSES OR  EXPECTED RETURN. ACTUAL EXPENSES
AND/OR RETURN MAY BE MORE OR LESS THAN THOSE SHOWN BELOW.
 
The following  Examples  illustrate  the  expenses that  would  have  been  paid
assuming  a $1,000 investment in the Contract and a 5% return on assets. For the
purposes of these Examples,  the maximum maintenance fee  of $15.00 that can  be
deducted  under the Contract has been converted  to a percentage of assets equal
to 0.043%.
 
<TABLE>
<CAPTION>
                                                         EXAMPLE A                                  EXAMPLE B
                                           -------------------------------------      -------------------------------------
                                           IF YOU WITHDRAW  YOUR ENTIRE  ACCOUNT      IF  YOU DO NOT  WITHDRAW YOUR ACCOUNT
                                           VALUE  AT  THE  END  OF  THE  PERIODS      VALUE, OR IF YOU ANNUITIZE AT THE END
                                           SHOWN,  YOU  WOULD PAY  THE FOLLOWING      OF THE PERIODS  SHOWN, YOU WOULD  PAY
                                           EXPENSES,  INCLUDING  ANY  APPLICABLE      THE FOLLOWING  EXPENSES (NO  DEFERRED
                                           DEFERRED SALES CHARGE:*                    SALES CHARGE IS REFLECTED):**
                                           1 YEAR   3 YEARS   5 YEARS   10 YEARS      1 YEAR   3 YEARS   5 YEARS   10 YEARS
                                           ------   -------   -------   --------      ------   -------   -------   --------
 <S>                                       <C>      <C>       <C>       <C>           <C>      <C>       <C>       <C>
 Aetna Variable Fund                         $68      $106      $146      $190          $16      $ 51      $ 87      $190
 Aetna Income Shares                         $68      $106      $147      $193          $17      $ 51      $ 88      $193
 Aetna Variable Encore Fund                  $68      $107      $148      $195          $17      $ 52      $ 89      $195
 Aetna Investment Advisers Fund, Inc.        $68      $106      $147      $193          $17      $ 51      $ 88      $193
 Alger American Growth Portfolio             $73      $122      $173      $248          $22      $ 67      $115      $248
 Alger American Small Cap Portfolio          $74      $124      $176      $255          $22      $ 69      $119      $255
 Calvert Responsibly Invested Balanced
  Portfolio                                  $73      $121      $172      $245          $22      $ 66      $114      $245
 Fidelity VIP II Asset Manager Portfolio     $73      $120      $170      $241          $21      $ 65      $112      $241
 Fidelity VIP II Contrafund Portfolio        $72      $118      $166      $234          $20      $ 63      $108      $234
 Fidelity VIP Equity-Income Portfolio        $71      $115      $161      $223          $19      $ 60      $103      $223
 Fidelity VIP II Index 500 Portfolio         $68      $105      $145      $187          $16      $ 50      $ 86      $187
 Franklin Government Securities Trust        $72      $119      $168      $238          $21      $ 64      $110      $238
 Janus Aspen Aggressive Growth Portfolio     $73      $122      $173      $249          $22      $ 67      $116      $249
 Janus Aspen Growth Portfolio                $72      $119      $169      $240          $21      $ 65      $112      $240
 Janus Aspen Short-Term Bond Portfolio       $72      $117      $165      $232          $20      $ 63      $107      $232
 Janus Aspen Worldwide Growth Portfolio      $74      $123      $175      $253          $22      $ 69      $118      $253
 Lexington Emerging Markets Fund, Inc.       $82      $147      $215      $336          $31      $ 94      $160      $336
 Lexington Natural Resources Trust           $79      $139      $202      $309          $28      $ 86      $146      $309
 Neuberger & Berman Growth Portfolio         $74      $124      $177      $257          $23      $ 70      $120      $257
 Scudder International Portfolio Class A
  Shares                                     $75      $128      $184      $271          $24      $ 74      $127      $271
 TCI Growth                                  $75      $126      $180      $263          $23      $ 72      $123      $263
</TABLE>
 
- ------------------------------
 * For  Single Purchase  Payment Accounts,  there is  no deduction  for deferred
   sales charges. For Installment Purchase Payment Accounts, the deferred  sales
   charge  is waived  for amounts  deposited in the  Subaccounts (or  GAA) on or
   after April 1, 1995.
**This Example  would not  apply if  a nonlifetime  variable annuity  option  is
  selected,  and a  lump sum  settlement is  requested within  three years after
  annuity payments  start  since the  lump  sum payment  will  be treated  as  a
  withdrawal  during the Accumulation Period and will be subject to any deferred
  sales charge that would then apply. (Refer to Example A.)
 
- --------------------------------------------------------------------------------
                                 FEE TABLE - 3
<PAGE>
                        CONDENSED FINANCIAL INFORMATION
   (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  ACCOUNT, WHICH  FINANCIAL  STATEMENTS  HAVE BEEN
AUDITED BY KPMG PEAT MARWICK LLP, INDEPENDENT AUDITORS. THE FINANCIAL STATEMENTS
AS OF AND FOR  THE YEAR ENDED  DECEMBER 31, 1995  AND THE INDEPENDENT  AUDITORS'
REPORT THEREON, ARE INCLUDED IN THE STATEMENT OF ADDITIONAL INFORMATION.
<TABLE>
<CAPTION>
                                                  1995         1994          1993          1992          1991          1990
                                               ----------   -----------   -----------   -----------   -----------   -----------
<S>                                            <C>          <C>           <C>           <C>           <C>           <C>
AETNA VARIABLE FUND
Value at beginning of period                     $105.558      $107.925      $102.383      $ 97.165       $77.845       $76.311
Value at end of period                           $137.869      $105.558      $107.925      $102.383       $97.165       $77.845
Increase (decrease) in value of accumulation
 unit(1)                                            30.61%        (2.19)%        5.41%         5.37%        24.82%         2.01%
Number of accumulation units outstanding at
 end of period                                  6,364,000    13,966,072    21,148,863    24,201,565    20,948,226    18,362,906
 
AETNA INCOME SHARES
Value at beginning of period                      $40.173       $42.283       $39.038       $36.789       $31.192       $28.943
Value at end of period                            $46.913       $40.173       $42.283       $39.038       $36.789       $31.192
Increase (decrease) in value of accumulation
 unit(1)                                            16.78%        (4.99)%        8.31%         6.11%        17.94%         7.77%
Number of accumulation units outstanding at
 end of period                                  2,377,622     5,108,720     8,210,666     8,507,292     7,844,412     6,984,793
 
AETNA VARIABLE ENCORE FUND
Value at beginning of period                      $36.271       $35.282       $34.619       $33.812       $32.138       $30.012
Value at end of period                            $37.988       $36.271       $35.282       $34.619       $33.812       $32.138
Increase (decrease) in value of accumulation
 unit(1)                                             4.73%         2.80%         1.92%         2.39%         5.21%         7.08%
Number of accumulation units outstanding at
 end of period                                  1,836,260     3,679,802     5,086,515     7,534,662     8,430,082    10,220,110
 
AETNA INVESTMENT ADVISERS
 FUND, INC.
Value at beginning of period                      $14.270       $14.519       $13.379       $12.736       $10.896       $10.437
Value at end of period                            $17.954       $14.270       $14.519       $13.379       $12.736       $10.896
Increase (decrease) in value of accumulation
 unit(1)                                            25.82%        (1.71)%        8.52%         5.05%        16.89%         4.40%
Number of accumulation units outstanding at
 end of period                                  9,193,181    21,990,186    30,784,750    34,802,433    22,898,099    17,078,985
 
ALGER AMERICAN GROWTH PORTFOLIO
Value at beginning of period                      $10.000(14)
Value at end of period                            $11.715
Increase (decrease) in value of accumulation
 unit(1)                                            17.15%
Number of accumulation units outstanding at
 end of period                                    530,263
 
ALGER AMERICAN SMALL CAP
 PORTFOLIO
Value at beginning of period                      $ 9.513       $10.072       $10.000(3)
Value at end of period                            $13.558       $ 9.513       $10.072
Increase (decrease) in value of accumulation
 unit(1)                                            42.52%        (5.55)%        0.72%
Number of accumulation units outstanding at
 end of period                                  1,714,187       665,518        51,327
 
CALVERT RESPONSIBLY INVESTED
 BALANCED PORTFOLIO*
Value at beginning of period                      $13.990       $14.640       $13.726       $12.913       $11.233       $10.568
Value at end of period                            $17.951       $13.990       $14.640       $13.726       $12.913       $11.233
Increase (decrease) in value of accumulation
 unit(1)                                            28.31%        (4.44)%        6.66%         6.30%        14.96%         6.29%
Number of accumulation units outstanding at
 end of period                                    856,361       743,464       705,415       503,006       355,851       148,576
 
<CAPTION>
                                                  1989         1988          1987          1986
                                               ----------   -----------   -----------   -----------
<S>                                            <C>          <C>           <C>           <C>
AETNA VARIABLE FUND
Value at beginning of period                      $59.871       $52.885       $50.760       $43.205
Value at end of period                            $76.311       $59.871       $52.885       $50.760
Increase (decrease) in value of accumulation
 unit(1)                                            27.46%        13.21%         4.19%        17.49%
Number of accumulation units outstanding at
 end of period                                 17,142,820    16,455,396    16,497,406    16,578,251
AETNA INCOME SHARES
Value at beginning of period                      $25.574       $24.061       $23.308       $20.703
Value at end of period                            $28.943       $25.574       $24.061       $23.308
Increase (decrease) in value of accumulation
 unit(1)                                            13.17%         6.29%         3.23%        12.58%
Number of accumulation units outstanding at
 end of period                                  6,202,834     5,955,293     5,372,271     6,188,470
AETNA VARIABLE ENCORE FUND
Value at beginning of period                      $27.783       $26.171       $24.812       $23.504
Value at end of period                            $30.012       $27.783       $26.171       $24.812
Increase (decrease) in value of accumulation
 unit(1)                                             8.02%         6.16%         5.48%         5.57%
Number of accumulation units outstanding at
 end of period                                  8,286,033     8,154,644     7,326,151     6,692,947
AETNA INVESTMENT ADVISERS
 FUND, INC.
Value at beginning of period                      $10.000(2)
Value at end of period                            $10.437
Increase (decrease) in value of accumulation
 unit(1)                                             4.37%
Number of accumulation units outstanding at
 end of period                                  9,535,986
ALGER AMERICAN GROWTH PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of accumulation
 unit(1)
Number of accumulation units outstanding at
 end of period
ALGER AMERICAN SMALL CAP
 PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of accumulation
 unit(1)
Number of accumulation units outstanding at
 end of period
CALVERT RESPONSIBLY INVESTED
 BALANCED PORTFOLIO*
Value at beginning of period                      $10.000(4)
Value at end of period                            $10.568
Increase (decrease) in value of accumulation
 unit(1)                                             5.68%
Number of accumulation units outstanding at
 end of period                                     20,710
</TABLE>
 
- --------------------------------------------------------------------------------
                                AUV HISTORY - 1
<PAGE>
                  CONDENSED FINANCIAL INFORMATION (CONTINUED)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                  1995         1994          1993          1992          1991          1990
                                               ----------   -----------   -----------   -----------   -----------   -----------
FIDELITY VIP II ASSET MANAGER
 PORTFOLIO
<S>                                            <C>          <C>           <C>           <C>           <C>           <C>
Value at beginning of period                      $ 9.447       $10.000(5)
Value at end of period                            $10.912       $ 9.447
Increase (decrease) in value of accumulation
 unit(1)                                            15.51%        (5.53)%
Number of accumulation units outstanding at
 end of period                                  1,316,916     1,254,504
 
FIDELITY VIP II CONTRAFUND PORTFOLIO
Value at beginning of period                      $10.000(15)
Value at end of period                            $11.763
Increase (decrease) in value of accumulation
 unit(1)                                            17.63%
Number of accumulation units outstanding at
 end of period                                    525,476
 
FIDELITY VIP EQUITY-INCOME PORTFOLIO
Value at beginning of period                      $10.000(15)
Value at end of period                            $11,617
Increase (decrease) in value of accumulation
 unit(1)                                            16.17%
Number of accumulation units outstanding at
 end of period                                    628,582
 
FIDELITY VIP GROWTH PORTFOLIO
Value at beginning of period                      $10.000(14)
Value at end of period                            $10.198
Increase (decrease) in value of accumulation
 unit(1)                                             1.98%
Number of accumulation units outstanding at
 end of period                                        762
 
FIDELITY VIP II INDEX 500 PORTFOLIO
Value at beginning of period                      $10.000(15)
Value at end of period                            $11.740
Increase (decrease) in value of accumulation
 unit(1)                                            17.40%
Number of accumulation units outstanding at
 end of period                                    290,547
 
FIDELITY VIP OVERSEAS PORTFOLIO
Value at beginning of period                      $10.000(14)
Value at end of period                            $10.197
Increase (decrease) in value of accumulation
 unit(1)                                             1.97%
Number of accumulation units outstanding at
 end of period                                      1,302
FRANKLIN GOVERNMENT SECURITIES TRUST
Value at beginning of period                      $14.190       $14.929       $14.050       $13.219       $11.545       $10.581
Value at end of period                            $16.495       $14.109       $14.990       $14.050       $13.219       $11.545
Increase (decrease) in value of accumulation
 unit(1)                                            16.24%        (4.95)%        6.26%         6.29%        14.50%         9.11%
Number of accumulation units outstanding at
 end of period                                    809,414       804,457       960,629       810,155       627,552       178,761
JANUS ASPEN AGGRESSIVE GROWTH PORTFOLIO
Value at beginning of period                      $12.169       $10.000(7)
Value at end of period                            $15.323       $12.169
Increase (decrease) in value of accumulation
 unit(1)                                            25.91%        21.69%
Number of accumulation units outstanding at
 end of period                                  1,280,953       393,553
JANUS ASPEN BALANCED PORTFOLIO
Value at beginning of period                      $10.000(14)
Value at end of period                            $10.853
Increase (decrease) in value of accumulation
 unit(1)                                             8.53%
Number of accumulation units outstanding at
 end of period                                        161
 
<CAPTION>
                                                  1989         1988          1987          1986
                                               ----------   -----------   -----------   -----------
FIDELITY VIP II ASSET MANAGER
 PORTFOLIO
<S>                                            <C>          <C>           <C>           <C>
Value at beginning of period
Value at end of period
Increase (decrease) in value of accumulation
 unit(1)
Number of accumulation units outstanding at
 end of period
FIDELITY VIP II CONTRAFUND PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of accumulation
 unit(1)
Number of accumulation units outstanding at
 end of period
FIDELITY VIP EQUITY-INCOME PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of accumulation
 unit(1)
Number of accumulation units outstanding at
 end of period
FIDELITY VIP GROWTH PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of accumulation
 unit(1)
Number of accumulation units outstanding at
 end of period
FIDELITY VIP II INDEX 500 PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of accumulation
 unit(1)
Number of accumulation units outstanding at
 end of period
FIDELITY VIP OVERSEAS PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of accumulation
 unit(1)
Number of accumulation units outstanding at
 end of period
FRANKLIN GOVERNMENT SECURITIES TRUST
Value at beginning of period                      $10.000(6)
Value at end of period                            $10.581
Increase (decrease) in value of accumulation
 unit(1)                                             5.81%
Number of accumulation units outstanding at
 end of period                                     25,258
JANUS ASPEN AGGRESSIVE GROWTH PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of accumulation
 unit(1)
Number of accumulation units outstanding at
 end of period
JANUS ASPEN BALANCED PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of accumulation
 unit(1)
Number of accumulation units outstanding at
 end of period
</TABLE>
 
- --------------------------------------------------------------------------------
                                AUV HISTORY - 2
<PAGE>
                  CONDENSED FINANCIAL INFORMATION (CONTINUED)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                  1995         1994          1993          1992          1991          1990
                                               ----------   -----------   -----------   -----------   -----------   -----------
JANUS ASPEN FLEXIBLE INCOME PORTFOLIO
<S>                                            <C>          <C>           <C>           <C>           <C>           <C>
Value at beginning of period                      $ 9.911       $10.000(13)
Value at end of period                            $12.124       $ 9.911
Increase (decrease) in value of accumulation
 unit(1)                                            22.33%        (0.89)%
Number of accumulation units outstanding at
 end of period                                      3,345         1,555
JANUS ASPEN GROWTH PORTFOLIO
Value at beginning of period                      $10.000(14)
Value at end of period                            $11.859
Increase (decrease) in value of accumulation
 unit(1)                                            18.59%
Number of accumulation units outstanding at
 end of period                                    109,717
JANUS ASPEN SHORT-TERM BOND PORTFOLIO
Value at beginning of period                      $10.000(14)
Value at end of period                            $10.393
Increase (decrease) in value of accumulation
 unit(1)                                             3.93%
Number of accumulation units outstanding at
 end of period                                     18,473
JANUS ASPEN WORLDWIDE GROWTH PORTFOLIO
Value at beginning of period                      $10.000(14)
Value at end of period                            $12.158
Increase (decrease) in value of accumulation
 unit(1)                                            21.58%
Number of accumulation units outstanding at
 end of period                                    314,653
LEXINGTON EMERGING MARKETS FUND, INC.
Value at beginning of period                      $ 8.772       $10.000(8)
Value at end of period                            $ 8.323       $ 8.772
Increase (decrease) in value of accumulation
 unit(1)                                            (5.12)%      (12.28)%
Number of accumulation units outstanding at
 end of period                                    371,156       144,750
LEXINGTON NATURAL RESOURCES TRUST
Value at beginning of period                      $ 9.412       $10.071       $ 9.193       $ 9.018       $ 9.608       $11.441
Value at end of period                            $10.862       $ 9.412       $10.071       $ 9.193       $ 9.018       $ 9.608
Increase (decrease) in value of accumulation
 unit(1)                                            15.41%        (6.54)%        9.55%         1.94%        (6.14)%      (16.02)%
Number of accumulation units outstanding at
 end of period                                    530,562       533,016       341,771       198,338       144,139        75,052
NEUBERGER & BERMAN GROWTH PORTFOLIO
Value at beginning of period                      $13.398       $14.278       $13.536       $12.511       $ 9.769       $10.772
Value at end of period                            $17.430       $13.398       $14.278       $13.536       $12.511       $ 9.769
Increase (decrease) in value of accumulation
 unit(1)                                            30.09%        (6.16)%        5.48%         8.19%        28.07%        (9.31)%
Number of accumulation units outstanding at
 end of period                                  2,359,090     2,107,525     1,927,674     1,346,898       971,985       482,220
SCUDDER INTERNATIONAL PORTFOLIO CLASS A SHARES**
Value at beginning of period                      $13.227       $13.508       $ 9.922       $10.239**     $ 9.256       $10.306
Value at end of period                            $14.515       $13.227       $13.508       $ 9.922       $10.239       $ 9.256
Increase (decrease) in value of accumulation
 unit(1)                                             9.74%        (2.08)%       36.14%        (3.10)%       10.62%       (10.19)%
Number of accumulation units outstanding at
 end of period                                  3,823,292     4,240,412     2,371,037     1,161,007       779,667       317,829
TCI GROWTH
Value at beginning of period                      $11.172       $11.443       $10.495       $10.000(12)
Value at end of period                            $14.464       $11.172       $11.443       $10.495
Increase (decrease) in value of accumulation
 unit(1)                                            29.47%        (2.37)%        9.03%         4.95%
Number of accumulation units outstanding at
 end of period                                  1,784,552     1,608,362     1,016,894       232,832
 
<CAPTION>
                                                  1989         1988          1987          1986
                                               ----------   -----------   -----------   -----------
JANUS ASPEN FLEXIBLE INCOME PORTFOLIO
<S>                                            <C>          <C>           <C>           <C>
Value at beginning of period
Value at end of period
Increase (decrease) in value of accumulation
 unit(1)
Number of accumulation units outstanding at
 end of period
JANUS ASPEN GROWTH PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of accumulation
 unit(1)
Number of accumulation units outstanding at
 end of period
JANUS ASPEN SHORT-TERM BOND PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of accumulation
 unit(1)
Number of accumulation units outstanding at
 end of period
JANUS ASPEN WORLDWIDE GROWTH PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of accumulation
 unit(1)
Number of accumulation units outstanding at
 end of period
LEXINGTON EMERGING MARKETS FUND, INC.
Value at beginning of period
Value at end of period
Increase (decrease) in value of accumulation
 unit(1)
Number of accumulation units outstanding at
 end of period
LEXINGTON NATURAL RESOURCES TRUST
Value at beginning of period                      $10.000(9)
Value at end of period                            $11.441
Increase (decrease) in value of accumulation
 unit(1)                                            14.41%
Number of accumulation units outstanding at
 end of period                                     11,481
NEUBERGER & BERMAN GROWTH PORTFOLIO
Value at beginning of period                      $10.000(10)
Value at end of period                            $10.772
Increase (decrease) in value of accumulation
 unit(1)                                             7.72%
Number of accumulation units outstanding at
 end of period                                     68,885
SCUDDER INTERNATIONAL PORTFOLIO CLASS A SHARE
Value at beginning of period                      $10.000(11)
Value at end of period                            $10.306
Increase (decrease) in value of accumulation
 unit(1)                                             3.06%
Number of accumulation units outstanding at
 end of period                                     32,902
TCI GROWTH
Value at beginning of period
Value at end of period
Increase (decrease) in value of accumulation
 unit(1)
Number of accumulation units outstanding at
 end of period
</TABLE>
 
- --------------------------------------------------------------------------------
                                AUV HISTORY - 3
<PAGE>
                  CONDENSED FINANCIAL INFORMATION (CONTINUED)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
 (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 September
     17, 1993. The Portfolio  became available under the  Contract on March  15,
     1994.
 
 (4) The  initial Accumulation Unit value was  established at $10.000 on May 31,
     1989, the date on which the Fund became available under the Contract.
 
 (5) The initial Accumulation Unit value was established at $10.000 during March
     1994, when funds were first received under this option.
 
 (6) The initial Accumulation Unit value was  established at $10.000 on June  7,
     1989, the date on which the Fund became available under the Contract.
 
 (7) The  initial Accumulation Unit value was established at $10.000 during June
     1994, when funds were first received in this option.
 
 (8) The initial  Accumulation  Unit value  was  established at  $10.000  during
     October 1994, when funds were first received in this option.
 
 (9) The  initial Accumulation Unit value was  established at $10.000 on May 31,
     1989, the date on which the Fund became available under the Contract.
 
(10) The initial Accumulation Unit value was  established at $10.000 on May  31,
     1989, the date on which the Portfolio became available under the Contract.
 
(11) The  initial Accumulation Unit value was  established at $10.000 on July 5,
     1989, the date on which the Portfolio became available under the Contract.
 
(12) The initial Accumulation Unit value was established at $10.000 on September
     21, 1992,  the date  on  which the  Portfolio  became available  under  the
     Contract.
 
(13) The  initial  Accumulation Unit  value  was established  at  $10.000 during
     November 1994, when funds were first received in this option.
 
(14) The initial Accumulation Unit value was established at $10.000 during  July
     1995, when the Fund became available under the Contract.
 
(15) The  initial Accumulation Unit value was  established at $10.000 during May
     1995, when the Fund became available under the Contract.
 
 * Formerly Calvert Socially Responsible Series.
 
** Formerly T. Rowe  Price International  Equity Fund.  On April  27, 1992,  the
   Fund's   assets  were  liquidated  and  merged  into  Scudder  Variable  Life
   Investment Fund  -- Managed  International Portfolio.  The Accumulation  Unit
   value following the merger was $10.051.
 
- --------------------------------------------------------------------------------
                                AUV HISTORY - 4
<PAGE>
                                  THE COMPANY
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
    Aetna  Life Insurance and  Annuity Company (the "Company")  is the issuer of
the Contract, and  as such, it  is responsible for  providing the insurance  and
annuity  benefits  under the  Contract. The  Company is  a stock  life insurance
company organized under the insurance laws of the State of Connecticut in  1976.
Through  a merger, it succeeded  to the business of  Aetna Variable Annuity Life
Insurance Company  (formerly Participating  Annuity Life  Insurance Company,  an
Arkansas  life insurance company  organized in 1954). The  Company is engaged in
the business of issuing life  insurance policies and variable annuity  contracts
in  all states of  the United States. The  Company's principal executive offices
are located at 151 Farmington Avenue, Hartford, Connecticut 06156.
 
    The Company is a wholly owned subsidiary of Aetna Retirement Holdings, Inc.,
which is in turn  a wholly owned subsidiary  of Aetna Retirement Services,  Inc.
and an indirect wholly owned subsidiary of Aetna Life and Casualty Company.
 
                           VARIABLE ANNUITY ACCOUNT C
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
    The  Company established Variable Annuity Account C (the "Separate Account")
in 1976 as a segregated  asset account for the  purpose of funding its  variable
annuity contracts. The Separate Account is registered as a unit investment trust
under  the  Investment  Company Act  of  1940  (the "1940  Act")  and  meets the
definition of "separate  account" under  federal securities  laws. The  Separate
Account  is divided into  "subaccounts" which do not  invest directly in stocks,
bonds or other investments. Instead, each Subaccount buys and sells shares of  a
corresponding Fund.
 
    Although the Company holds title to the assets of the Separate Account, such
assets  are not chargeable with liabilities arising out of any other business we
may conduct. Income, gains or losses of the Separate Account are credited to  or
charged  against the assets of the Separate  Account without regard to our other
income, gains or  losses. All obligations  arising under the  Contracts are  our
general corporate obligations.
 
                               INVESTMENT OPTIONS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
THE FUNDS
 
    Purchase  Payments may  be allocated  to one or  more of  the Subaccounts as
designated on  the enrollment  form.  In turn,  the  Subaccounts invest  in  the
corresponding Funds at net asset value.
 
    The  Contract Holder may decide to offer only a select number of Funds under
its Plan,  or it  may decide  to substitute  shares of  one Fund  for shares  of
another  Fund currently held by the  Separate Account. The availability of Funds
may be subject to regulatory authorization. In addition, the Company may add  or
withdraw Funds, as permitted by applicable law.
 
    The  investment results  of the Funds  described below are  likely to differ
significantly and there is no assurance that any of the Funds will achieve their
respective investment objectives. Except where otherwise noted, all of the Funds
are diversified, as defined in the 1940 Act.
 
- -AETNA VARIABLE FUND  seeks to maximize  total return through  investments in  a
 diversified  portfolio of common stocks  and securities convertible into common
 stock.(1)
 
- -AETNA INCOME SHARES seeks to maximize total return, consistent with  reasonable
 risk,  through investments in  a diversified portfolio  consisting primarily of
 debt securities.(1)
 
- -AETNA VARIABLE ENCORE  FUND seeks  to provide high  current return,  consistent
 with  preservation of capital and liquidity, through investment in high-quality
 money market instruments.  An investment  in the  Fund is  neither insured  nor
 guaranteed by the U.S. Government.(1)
 
- -AETNA  INVESTMENT ADVISERS FUND, INC. is a managed fund which seeks to maximize
 investment  return   consistent  with   reasonable  safety   of  principal   by
 
- --------------------------------------------------------------------------------
                                       1
<PAGE>
 investing in one or more of the following asset classes: stocks, bonds and cash
 equivalents  based on the Company's  judgment of which of  those sectors or mix
 thereof offers the best investment prospects.(1)
 
- -ALGER AMERICAN FUND--ALGER  AMERICAN GROWTH PORTFOLIO  seeks long-term  capital
 appreciation  by  investing in  a  diversified, actively  managed  portfolio of
 equity securities.  The Portfolio  primarily invests  in equity  securities  of
 companies which have a market capitalization of $1 billion or greater.(2)
 
- -ALGER  AMERICAN  FUND--ALGER  AMERICAN  SMALL  CAPITALIZATION  PORTFOLIO  seeks
 long-term capital appreciation. Except during temporary defensive periods,  the
 Portfolio  invests at  least 65%  of its total  assets in  equity securities of
 companies that, at the time of  purchase of such securities, have total  market
 capitalization  within  the range  of companies  included  in the  Russell 2000
 Growth Index, updated quarterly. The Russell  2000 Growth Index is designed  to
 track the performance of small capitalization companies. At March 31, 1996, the
 range  of  market capitalization  of these  companies was  $20 million  to $3.0
 billion.(2)
 
- -CALVERT RESPONSIBLY INVESTED BALANCED  PORTFOLIO is a NONDIVERSIFIED  portfolio
 that  seeks growth  of capital  through investment  in enterprises  that make a
 significant contribution to  society through  their products  and services  and
 through the way they do business.(3)
 
- -FIDELITY   INVESTMENTS  VARIABLE  INSURANCE  PRODUCTS  FUND  II--ASSET  MANAGER
 PORTFOLIO seeks  high total  return with  reduced risk  over the  long-term  by
 allocating   its  assets  among  stocks,   bonds  and  short-term  fixed-income
 instruments.
 
- -FIDELITY INVESTMENTS' VARIABLE INSURANCE PRODUCTS FUND II--CONTRAFUND PORTFOLIO
 seeks maximum total  return over the  long term by  investing mainly in  equity
 securities of companies that are undervalued or out-of-favor.(4)
 
- -FIDELITY  INVESTMENTS VARIABLE INSURANCE PRODUCTS  FUND II--INDEX 500 PORTFOLIO
 seeks to provide  investment results  that correspond  to the  total return  of
 common  stocks  publicly  traded  in  the  United  States  by  duplicating  the
 composition and total return  of the Standard &  Poor's 500 Composite Index  of
 500 stocks.(4)
 
- -FIDELITY INVESTMENTS' VARIABLE INSURANCE PRODUCTS FUND--EQUITY-INCOME PORTFOLIO
 seeks  reasonable  income  by investing  primarily  in  income-producing equity
 securities. In selecting investments, the Fund also considers the potential for
 capital appreciation.(4)
 
- -FRANKLIN GOVERNMENT  SECURITIES  TRUST  seeks  income  through  investments  in
 obligations  of  the  U.S.  Government or  its  agencies  or instrumentalities,
 primarily GNMA obligations.(5)
 
- -JANUS ASPEN SERIES--AGGRESSIVE GROWTH  PORTFOLIO is a NONDIVERSIFIED  portfolio
 that  seeks  long-term  growth  of  capital in  a  manner  consistent  with the
 preservation of  capital. The  Portfolio pursues  its investment  objective  by
 normally  investing at least 50%  of its equity assets  in securities issued by
 medium-sized  companies.  Medium-sized   companies  are   those  whose   market
 capitalizations fall within the range of companies in the S&P MidCap 400 Index,
 which  as of December 29, 1995  included companies with capitalizations between
 approximately $118 million and $7.5 billion, but which is expected to change on
 a regular basis.(6)
 
- -JANUS ASPEN SERIES--GROWTH  PORTFOLIO seeks  long-term growth of  capital in  a
 manner  consistent with the preservation of  capital. The Portfolio pursues its
 investment objective by investing in common stocks of companies of any size.(6)
 
- -JANUS ASPEN SERIES--SHORT-TERM BOND PORTFOLIO seeks as high a level of  current
 income as is consistent with preservation of capital. The Portfolio pursues its
 investment  objective  by  investing primarily  in  short-and intermediate-term
 fixed income securities.(6)
 
- -JANUS ASPEN  SERIES--WORLDWIDE  GROWTH  PORTFOLIO  seeks  long-term  growth  of
 capital  in a  manner consistent  with preservation  of capital.  The Portfolio
 pursues its investment objective primarily through investments in common stocks
 of foreign and domestic issuers.(6)
 
- -LEXINGTON  EMERGING  MARKETS  FUND,  INC  seeks  long-term  growth  of  capital
 primarily through investment in equity securities of companies domiciled in, or
 doing  business  in emerging  countries  and emerging  markets.  Investments in
 emerging markets involve risks not present in domestic markets. See the  Fund's
 prospectus for information on risks inherent in this investment.(7)
 
- -LEXINGTON  NATURAL  RESOURCES TRUST  is a  NONDIVERSIFIED portfolio  that seeks
 long-term growth of capital  through investment primarily  in common stocks  of
 companies
 
- --------------------------------------------------------------------------------
                                       2
<PAGE>
 which  own or develop  natural resources and other  basic commodities or supply
 goods and services to such companies.(7)
 
- -NEUBERGER & BERMAN ADVISERS MANAGEMENT  TRUST-- GROWTH PORTFOLIO seeks  capital
 appreciation  without  regard to  income.  The Portfolio  generally  invests in
 securities believed  to  have  the  maximum  potential  for  long-term  capital
 appreciation.  The  Portfolio expects  to be  almost  fully invested  in common
 stocks, often  of  companies  that may  be  temporarily  out of  favor  in  the
 market.(8)
 
- -SCUDDER  VARIABLE LIFE INVESTMENT FUND-- INTERNATIONAL PORTFOLIO CLASS A SHARES
 seeks long-term growth  of capital  primarily through  diversified holdings  of
 marketable foreign equity investments.(9)
 
- -TCI  PORTFOLIOS,  INC.--TCI GROWTH  (a  Twentieth Century  fund)  seeks capital
 growth. The Fund seeks to achieve  its objective by investing in common  stocks
 (including securities convertible into common stocks) and other securities that
 meet  certain  fundamental and  technical standards  of  selection and,  in the
 opinion of the Fund's  investment manager, have  better than average  potential
 for appreciation.(10)
 
Investment Advisers for each of the Funds:
  (1) Aetna Life Insurance and Annuity Company
  (2) Fred Alger Management, Inc.
  (3) Calvert Asset Management Company, Inc.
  (4) Fidelity Management & Research Company
  (5) Franklin Advisers, Inc.
  (6) Janus Capital Corporation
  (7) Lexington Management Corporation (adviser); Market Systems Research
      Advisors, Inc. (subadviser) [Lexington Natural Resources Trust only]
  (8) Neuberger & Berman Management Inc. (Investment Manager); Neuberger &
      Berman, L.P. (Sub-Adviser)
  (9) Scudder, Stevens & Clark, Inc.
 (10) Investors Research Corporation
 
    RISKS  ASSOCIATED WITH INVESTMENT  IN THE FUNDS.  Some of the  Funds may use
instruments known as derivatives as part of their investment strategies. The use
of certain derivatives may involve  high risk of volatility  to a Fund, and  the
use  of leverage in connection  with such derivatives can  also increase risk of
losses. Some of the Funds may also invest in foreign or international securities
which involve greater risks than U.S. investments.
 
    More comprehensive information, including  a discussion of potential  risks,
is  found in the  respective Fund prospectuses  which accompany this Prospectus.
You should  read  the  Fund  prospectuses  and  consider  carefully,  and  on  a
continuing  basis, which  Fund or  combination of Funds  is best  suited to your
long-term investment objectives.
 
    CONFLICTS OF INTEREST (MIXED  AND SHARED FUNDING). Shares  of the Funds  are
sold  to  each of  the Subaccounts  for funding  the variable  annuity contracts
issued by the Company. Shares of the  Funds may also be sold to other  insurance
companies  for the same purpose. This is referred to as "shared funding." Shares
of the Funds  may also  be used for  funding variable  life insurance  contracts
issued  by  the Company  or  by third  parties. This  is  referred to  as "mixed
funding."
 
    Because the Funds  available under the  Contract are sold  to fund  variable
annuity  contracts and variable life insurance policies issued by us or by other
companies, certain conflicts of interest could arise. If a conflict of  interest
were  to occur, one of the separate  accounts might withdraw its investment in a
Fund,  which   might  force   that  Fund   to  sell   portfolio  securities   at
disadvantageous  prices, causing  its per share  value to  decrease. Each Fund's
Board of Directors or Trustees has agreed to monitor events in order to identify
any material irreconcilable conflicts  which might arise  and to determine  what
action, if any, should be taken to address such conflict.
 
CREDITED INTEREST OPTIONS
 
    Purchase  Payments may be allocated to one  or more of the Credited Interest
Options available under the Contracts as described below. Under group Contracts,
the Contract Holder may elect not  to offer all Credited Interest Options  under
its  Plan. The Credited Interest Options  currently available under the Contract
include the Guaranteed Accumulation Account and the Fixed Account.
 
- - The Guaranteed  Accumulation  Account  (GAA) is  a  credited  interest  option
  through  which we guarantee stipulated rates of interest for stated periods of
  time. Amounts must remain in the GAA for the full guaranteed term to  received
  the quoted interest rates, or a market value adjustment (which may be positive
  or negative) will be applied. (See Appendix I.)
 
- - The  Fixed  Account is  a part  of  the Company's  general account.  The Fixed
  Account guarantees a minimum interest rate, as specified in the Contract.  The
  Company may credit higher interest rates from time to time. Transfers from the
  Fixed Account are limited. (See Appendix II.)
 
- --------------------------------------------------------------------------------
                                       3
<PAGE>
                                    PURCHASE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
CONTRACT AVAILABILITY
 
    The  Contracts  are designed  to  allow the  accumulation  of assets  and to
provide retirement benefits under retirement  plans under Section 403(b) of  the
Code  by school  boards and public  universities in  the state of  New York, for
Participants who are members of NYSUT or UUP.
 
    Two  group  contracts  may  be  issued  to  cover  all  present  and  future
Participants.  The  group  Contracts are  generally  owned by  the  employer and
individual Accounts  are  established  for  each  Participant.  Single  Purchase
Payment Contracts are issued for lump-sum transfers to us of amounts accumulated
under   a  pre-existing   Plan.  Installment  Purchase   Payment  Contracts  are
established to accept continuing periodic payments. We reserve the right to  set
a  minimum  Purchase  Payment on  Single  Purchase Payment  Contracts.  Lump Sum
transfers below this minimum will be applied to an Installment Purchase  Payment
Contract.
 
    Under the Plans, the employer has no right, title or interest in the amounts
held under the Contract or in the Account; Participants make all elections under
the Contract.
 
PURCHASING INTERESTS IN THE CONTRACT
 
    Eligible organizations may acquire Contracts by submitting an application to
the  Opportunity Plus Processing Office at  18 Corporate Woods Boulevard, Fourth
Floor, Albany, New York 12211. Once we  approve the forms, the Contract will  be
issued  to the employer as the  group Contract Holder. Participants may purchase
interests in  a  group  Contract  by  submitting  enrollment  materials  to  the
Opportunity Plus Processing Office.
 
    The Company must accept or reject the application or enrollment forms within
two  business days of receipt. If the forms are incomplete, the Company may hold
any forms and accompanying  Purchase Payments for  five days. Purchase  Payments
may  be held for  longer periods pending  acceptance of the  forms only with the
consent of the Participant, or under limited circumstances, with the consent  of
the  Contract Holder. If we agree to  hold Purchase Payments for longer than the
five business days  based on the  consent of the  Contract Holder, the  Purchase
Payments  will be deposited  in the Aetna Variable  Encore Fund Subaccount until
the forms are completed.
 
    ALLOCATION OF  PURCHASE  PAYMENTS.   Purchase  Payments  will  initially  be
allocated  to the Subaccounts  or Credited Interest Options  as specified by the
Participant on the enrollment  form. Changes in such  allocation may be made  in
writing or by telephone transfer. Allocations must be in whole percentages.
 
RIGHT TO CANCEL
 
    Contract  Holders and Participants  have the right  to cancel their purchase
within 10 days  of receiving  the Contract  (or other  document evidencing  your
interest)  by  returning it  to the  Opportunity Plus  Processing Office  with a
written  notice  of  intent  to  cancel.  When  we  receive  your  request   for
cancellation,  we will return your Account Value. You bear the entire investment
risk for amounts allocated  among the Subaccounts during  the free look  period.
Account  Values will be determined as of  the Valuation Date on which we receive
your request for cancellation at the Opportunity Plus Processing Office.
 
                             CHARGES AND DEDUCTIONS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
DAILY DEDUCTIONS FROM THE SEPARATE ACCOUNT
 
    MORTALITY AND EXPENSE RISK CHARGE.  The Company makes a daily deduction from
each of the Subaccounts for the mortality and expense risk charge. The charge is
equal, on an annual basis, to 1.25%  of the daily net assets of the  Subaccounts
and  compensates the  Company for  the assumption  of the  mortality and expense
risks under the Contract. The mortality risks are those assumed for our  promise
to  make lifetime payments according to annuity rates specified in the Contract.
The expense risk is the risk that  the actual expenses for costs incurred  under
the  Contract  will exceed  the  maximum costs  that  can be  charged  under the
Contract.
 
    If the amount deducted for mortality and expense risks is not sufficient  to
cover  the mortality  costs and  expense shortfalls,  the loss  is borne  by the
Company. If the deduction  is more than  sufficient, the excess  may be used  to
recover distribution expenses relating to the
 
- --------------------------------------------------------------------------------
                                       4
<PAGE>
Contracts  and as a source of profit to the Company. The Company expects to make
a profit from the mortality and expense risk charge.
 
    ADMINISTRATIVE EXPENSE CHARGE.   The Company  reserves the right  to make  a
deduction from each of the Subaccounts for an administrative expense charge. The
administrative   expense  charge  compensates  the  Company  for  administrative
expenses that  exceed revenues  from the  maintenance fee  described below.  The
charge  is set at a level which does not exceed the average expected cost of the
administrative services  to be  provided while  the Contract  is in  force.  The
Company does not expect to make a profit from this charge.
 
    Under  the Contract, the amount of  the administrative expense charge may be
of an amount equal, on an annual basis,  to a maximum of 0.25% of the daily  net
assets  of the Subaccounts. There is  currently no administrative expense charge
during the Accumulation  Period or  Annuity Period.  Once an  Annuity Option  is
elected,  the charge will be established and will be effective during the entire
Annuity Period.
 
MAINTENANCE FEE
 
    During  the  Accumulation  Period,  the   Company  will  deduct  an   annual
maintenance  fee from the Account Value. The maintenance fee is to reimburse the
Company for some of  its administrative expenses  relating to the  establishment
and maintenance of the Accounts.
 
    The  maintenance  fee under  the Contract  is  $15. One  fourth of  this fee
($3.75) is  deducted during  the first  month  after the  end of  each  calendar
quarter.  The maintenance  fee will be  deducted on  a pro rata  basis from each
investment option in which you have an interest.
 
DEFERRED SALES CHARGE
 
    Withdrawals of all or  a portion of  the Account Value may  be subject to  a
deferred  sales charge. The deferred sales charge is a percentage of the amounts
withdrawn  from  the   Subaccounts,  the  Fixed   Account  and  the   Guaranteed
Accumulation Account.
 
    For  Installment Purchase  Payment Contracts,  the deferred  sales charge is
based on the number of completed Purchase Payment Periods. There is no  deferred
sales charge provision on Single Purchase Payment Contracts. However, if amounts
are  transferred  from  a Single  Purchase  Payment Contract  to  an Installment
Purchase Payment Contract, the applicable deferred sales charge provisions apply
to all amounts in the Installment Purchase Payment Contract.
 
    For Installment Purchase Payment Contracts, the amount of the deferred sales
charge is determined in accordance with the schedule set forth in the  following
table:
 
<TABLE>
<CAPTION>
    INSTALLMENT PURCHASE PAYMENT
             CONTRACTS:
                      DEFERRED SALES
  PURCHASE PAYMENT        CHARGE
 PERIODS COMPLETED       DEDUCTION
- --------------------  ---------------
<S>                   <C>
Less than 5                 5%
5 or more but less
than 7                      4%
7 or more but less
than 9                      3%
9 or more but less
than 10                     2%
More than 10                0%
</TABLE>
 
    In  addition, if a nonlifetime Annuity Option is elected on a variable basis
and the remaining value is withdrawn before three years of Annuity payments have
been completed,  the applicable  deferred  sales charge  will be  assessed  (see
"Annuity Options").
 
    The  deduction for  the deferred  sales charge will  not exceed  8.5% of the
total Purchase  Payments actually  made to  the Account.  The Company  does  not
anticipate   that  the   deferred  sales  charge   will  cover   all  sales  and
administrative expenses which  it incurs  in connection with  the Contract.  The
difference  will  be covered  by the  general  assets of  the Company  which are
attributable, in part, to mortality and expense risk charges under the  Contract
described above.
 
    Generally,  if you  transfer the total  account value  under another similar
annuity contract issued by  the Company to an  Account under this Contract,  the
effective date of the new Account will be the same effective date as your former
contract  for the  purpose of calculating  the applicable  deferred sales charge
under this Contract.
 
    A deferred sales charge will not be deducted from any portion of the Account
Value if the withdrawal is:
 
- - applied to provide Annuity benefits;
 
- - taken on or after the tenth anniversary of the effective date of the Account;
 
- - paid due to your death before Annuity payments begin;
 
- - made due to the election of  an Additional Withdrawal Option (see  "Additional
  Withdrawal Options");
 
- --------------------------------------------------------------------------------
                                       5
<PAGE>
- - paid  where  the  Account Value  is  $2,500 or  less  and no  amount  has been
  withdrawn, taken as a  loan, or used to  purchase Annuity benefits during  the
  prior 12 months;
 
- - taken from an Installment Purchase Payment Contract by a Participant who is at
  least age 59 1/2 and who has completed nine Purchase Payment Periods;
 
- - withdrawn due to disability as specified in the Code;
 
- - withdrawn due to financial hardship as specified in the Code;
 
- - withdrawn  due to  separation from service  while meeting the  age and service
  requirements to  receive  benefits  under  the New  York  State  Teachers'  or
  Employees' Retirement Systems (even if you are not a member of either system);
  or
 
- - withdrawn  from the portion of the Account Value invested in the Subaccount(s)
  and/or GAA attributable to Purchase Payments  made on or after April 1,  1995.
  This  waiver does  not apply  to amounts  deposited in  the Fixed  Account. If
  amounts are deposited in a Subaccount or GAA and then transferred to the Fixed
  Account, the waiver  would no longer  apply. If amounts  are deposited in  the
  Fixed  Account and then transferred  to a Subaccount or  GAA, the waiver would
  not apply  to amounts  that came  from the  Fixed Account.  No deferred  sales
  charge would be assessed unless and until these amounts are withdrawn from the
  Account. For any withdrawal, the Account Value of the Purchase Payment(s) made
  on or after April 1, 1995 will be withdrawn first. Then, the remaining Account
  Value will be used to satisfy the disbursement request.
 
    FREE  WITHDRAWALS.  For Participants between the  ages of 59 1/2 and 70 1/2,
up to 10% of  the current Account  Value may be  withdrawn during each  calendar
year  without imposition of a deferred sales charge. The free withdrawal applies
only to the first partial withdrawal in each calendar year. The 10% amount  will
be  based on the Account  Value calculated on the  Valuation Date next following
our receipt of your request for  withdrawal. Any outstanding contract loans  are
excluded from the Account Value when calculating the 10% free withdrawal amount.
This provision does not apply to a full withdrawal of the Account, or to partial
withdrawals  due to a  default on a  contract loan (see  "Contract Loans"). This
provision may  not be  exercised if  ECO  or SWO  is elected.  (See  "Additional
Withdrawal Options.")
 
    In the instances cited above, no deferred sales charge is deducted. However,
the  amount withdrawn may be  subject to the 10%  federal penalty tax. (See "Tax
Status.")
 
     DEFERRED SALES CHARGE SCHEDULE FOR GAA FOR CERTAIN NEW YORK CONTRACTS
 
    The following deferred  sales charge schedule  applies for withdrawals  from
the  GUARANTEED  ACCUMULATION  ACCOUNT,  where  available,  for  Single Purchase
Payment and Installment Purchase Payment Master Contracts which are issued after
July 29, 1993 in the STATE OF NEW YORK. This schedule is based on the number  of
completed Account Years, as follows:
 
<TABLE>
<CAPTION>
                      DEFERRED SALES
 COMPLETED ACCOUNT        CHARGE
       YEARS             DEDUCTION
- --------------------  ---------------
<S>                   <C>
Less than 3                 5%
3 or more but less
than 4                      4%
4 or more but less
than 5                      3%
5 or more but less
than 6                      2%
6 or more but less
than 7                      1%
7 or more                   0%
</TABLE>
 
FUND EXPENSES
 
    Each  Fund incurs  certain expenses  which are paid  out of  its net assets.
These  expenses  include,  among  other  things,  the  investment  advisory   or
"management"  fee. The expenses of  the Funds are set forth  in the Fee Table in
this Prospectus and described more fully in the accompanying Fund prospectuses.
 
PREMIUM AND OTHER TAXES
 
    Currently, there is no premium tax on annuities under New York  regulations.
However,  if the state does impose a premium  tax, it would be deducted from the
amount applied to  an annuity option.  We reserve  the right to  deduct a  state
premium  tax at any time from the  Purchase Payment(s) or from the Account Value
at any time, but no earlier than when  we have a tax liability under state  law.
(See "Tax Status.")
 
- --------------------------------------------------------------------------------
                                       6
<PAGE>
                               CONTRACT VALUATION
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
ACCOUNT VALUE
 
    Until  the Annuity  Date, the  Account Value  is the  total dollar  value of
amounts held in the Account as of  any Valuation Date. The Account Value at  any
given  time is based on the value of the units held in each Subaccount, plus the
value of amounts held in any of the Credited Interest Options.
 
ACCUMULATION UNITS
 
    The value of your interests  in a Subaccount is  expressed as the number  of
"Accumulation  Units" that you  hold multiplied by  an "Accumulation Unit Value"
(or "AUV")  for each  unit.  The AUV  on any  Valuation  Date is  determined  by
multiplying  the value  on the immediately  preceding Valuation Date  by the net
investment factor  of that  Subaccount for  the period  between the  immediately
preceding  Valuation Date and  the current Valuation  Date. (See "Net Investment
Factor" below.) The Accumulation Unit Value  will be affected by the  investment
performance, expenses and charges of the applicable Fund and is reduced each day
by  a percentage that accounts for the daily assessment of mortality and expense
risk charges and the administrative expense charge (if any).
 
    Initial Purchase  Payments will  be credited  to your  Account as  described
under  "Purchasing Interests in the  Contract." Each subsequent Purchase Payment
(or amount transferred) will be credited to your Account at the AUV computed  on
the  next  Valuation Date  following  our receipt  of  your payment  or transfer
request. The value of an Accumulation Unit may increase or decrease.
 
NET INVESTMENT FACTOR
 
    The net investment factor is used to measure the investment performance of a
Subaccount from one Valuation Date to the next. The net investment factor for  a
Subaccount  for any valuation period is equal to  the sum of 1.0000 plus the net
investment rate. The net investment rate equals:
 
(a) the net assets of the Fund  held by the Subaccount on the current  Valuation
    Date, minus
 
(b) the net assets of the Fund held by the Subaccount on the preceding Valuation
    Date, plus or minus
 
(c)  taxes or provisions for taxes, if any, attributable to the operation of the
    Subaccount;
 
(d) divided by  the total  value of  the Subaccounts'  Accumulation and  Annuity
    Units the preceding Valuation Date;
 
(e) minus a daily charge at the annual effective rate of 1.25% for mortality and
    expense risks and up to 0.25% as an administrative expense charge (currently
    0%).
 
    The net investment rate may be either positive or negative.
 
                                   TRANSFERS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
    At  any time prior to the Annuity  Date, you can transfer amounts held under
the Contracts from  one Subaccount  to another. Transfers  between the  Credited
Interest  Options and the Subaccounts are  subject to certain restrictions. (See
Appendices I and II.) A request for transfer can be made either in writing or by
telephone. The  telephone  transfer  privilege is  available  automatically;  no
special  election is  necessary. All  transfers must  be in  accordance with the
terms of the Contracts and your Plan, as applicable.
 
    The Company currently allows unlimited  transfers of accumulated amounts  to
available investment options without charge. The minimum transfer amount may not
be  less than $500.  Any transfer will  be based on  the Accumulation Unit Value
next determined  after the  Company receives  a valid  transfer request  at  the
Opportunity Plus Processing Office. Transfers are currently not available during
the  Annuity Period; however,  they may be available  under some Annuity Options
beginning later in 1996. (See "Annuity Period-- Annuity Options.")
 
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                                       7
<PAGE>
                                  WITHDRAWALS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
    Subject to  the  withdrawal  restrictions  under  Section  403(b)  Contracts
described  below, all or a portion of the  Account Value may be withdrawn at any
time during the Accumulation Period. To request a withdrawal, you must  properly
complete  a disbursement  form and  send it  to the  Opportunity Plus Processing
Office. Payments for  withdrawal requests will  be made in  accordance with  SEC
requirements,  but normally  not later  than seven  calendar days  following our
receipt of a disbursement form.
 
    Withdrawals may be requested as in one of the following forms:
 
- -FULL WITHDRAWAL OF AN ACCOUNT: The amount  paid upon a full withdrawal will  be
 the  full  Account  Value,  minus  any  applicable  deferred  sales  charge and
 maintenance fee due.
 
- -PARTIAL WITHDRAWALS (Percentage): The amount paid will be the percentage of the
 Account Value requested minus any applicable deferred sales charge.
 
- -PARTIAL WITHDRAWAL  (Specified Dollar  Amount):  The amount  paid will  be  the
 dollar  amount requested. However,  the amount withdrawn  from the Account will
 equal the amount requested plus any applicable deferred sales charge.
 
    For any partial withdrawal, amounts  will be withdrawn proportionately  from
each  Subaccount or Credited  Interest Option in which  the Account is invested,
unless you  request otherwise  in writing.  All amounts  paid will  be based  on
Account  Values as  of the next  Valuation Date  after we receive  a request for
withdrawal at our Home Office,  or on such later  date as the disbursement  form
may specify. A 20% federal income tax may be withheld from amounts paid directly
to you. (See "Tax Status--Contracts Used with Certain Retirement Plans.")
 
    WITHDRAWAL RESTRICTIONS FROM 403(B) PLANS. Under Section 403(b) Contracts, a
withdrawal  of salary reduction contributions and earnings on such contributions
is generally prohibited prior to the Participant's death, disability, attainment
of age  59  1/2,  separation  from service  or  financial  hardship.  (See  "Tax
Status.")
 
REINVESTMENT PRIVILEGE
 
    You  may elect to reinvest all or a  portion of the proceeds received from a
full withdrawal of your  Account within 30 days  after such withdrawal has  been
made.  Accumulation  Units  will  be  credited to  the  Account  for  the amount
reinvested, as well as any maintenance fee and any deferred sales charge imposed
at the  time  of withdrawal.  Any  maintenance fee  which  falls due  after  the
withdrawal  and  before  the  reinvestment will  be  deducted  from  the amounts
reinvested. Reinvested amounts will be reallocated to the applicable  investment
options in the same proportion as they were allocated at the time of withdrawal.
Accumulation  Units will be  credited to your Account  based on the Accumulation
Unit Value next computed  following our receipt of  your request along with  the
amount  to be reinvested. The reinvestment privilege  may be used only once. See
Appendix I for a discussion of  amounts withdrawn from GAA and then  reinvested.
If  you  are  contemplating  reinvestment,  you  should  seek  competent  advice
regarding the tax consequences associated with such a transaction.
 
                                 CONTRACT LOANS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
    During the Accumulation Period, Participants  may request a loan from  their
Account  Value. Loans can  only be taken  from those Account  Values held in the
Subaccounts or  from those  Credited  Interest Options  that allow  loans.  (See
Appendices  I and II.) A loan may be obtained by reviewing and reading the terms
of the loan agreement, properly completing a loan request form and submitting it
to the Opportunity Plus Processing Office.
 
                         ADDITIONAL WITHDRAWAL OPTIONS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
    The Company offers certain  withdrawal options under  the Contract that  are
not  considered annuity options ("Additional Withdrawal Options"). These options
are available for Participants  whose Account Value is  at least $25,000 at  the
time of election.
 
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                                       8
<PAGE>
    The  Additional Withdrawal  Options currently  available under  the Contract
include the following:
 
- - SWO--SYSTEMATIC WITHDRAWAL OPTION.   SWO  is a series  of partial  withdrawals
  from  your Account based  on a payment  method you select.  It is designed for
  those who want a  periodic income while  retaining investment flexibility  for
  amounts  accumulated under a Contract.  This option may not  be elected if you
  have an  outstanding contract  loan and  payments may  not be  made until  you
  attain age 59 1/2 (55 if separated from service with the Contract Holder).
 
- - ECO--ESTATE  CONSERVATION OPTION.  ECO  offers the same investment flexibility
  as SWO  but  is designed  for  those who  want  to receive  only  the  minimum
  distribution  that  the  Code  requires  each  year.  Under  ECO,  the Company
  calculates the minimum distribution amount required  by law at age 70 1/2  (or
  retirement, if later, for governmental plans), and pays you that amount once a
  year. (See "Tax Status.")
 
    Other  Additional  Withdrawal  Options  may  be  added  from  time  to time.
Additional information relating to any of the Additional Withdrawal Options  may
be  obtained  from  your  local  representative  or  from  the  Company  at  the
Opportunity Plus Processing Office.
 
    If you select one of the Additional Withdrawal Options, you will retain  all
of   the  rights  and  flexibility  permitted  under  the  Contract  during  the
Accumulation Period.  Your Account  Value will  continue to  be subject  to  the
charges and deductions described in this Prospectus.
 
    Once  you elect an Additional Withdrawal Option,  you may revoke it any time
by submitting a written request to the Opportunity Plus Processing Office.  Once
an  option is revoked, it may not be elected again, nor may any other additional
withdrawal options be elected unless permitted by the Code. The Company reserves
the right to  discontinue the  availability of one  or all  of these  Additional
Withdrawal Options at any time, and/or to change the terms of future elections.
 
                    DEATH BENEFIT DURING ACCUMULATION PERIOD
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
    The   Contract   provides  that   a  death   benefit   is  payable   to  the
Beneficiary(ies) upon the death of the Participant before the Annuity Date.  The
amount  of the death benefit  will be equal to  the Account Value. Death benefit
proceeds may be paid to the Beneficiary:
 
- - in a lump sum;
 
- - in accordance with any of the Annuity Options available under the Contract; or
 
- - under any Additional Withdrawal Options  available under the Contract (if  the
  Beneficiary is your spouse).
 
    The Beneficiary may instead elect one of the following two options; however,
the Code limits how long the death benefit proceeds may be left in these options
(see below):
 
- - to leave the Account Value invested in the Contract; or
 
- - to leave the Account Value on deposit in the Company's general account, and to
  receive  monthly, quarterly,  semi-annual or  annual interest  payments at the
  interest rate then being credited on such deposits. The balance on deposit can
  be withdrawn at any time or applied to an Annuity Option.
 
    When paying the  Beneficiary, we  will determine  the Account  Value on  the
Valuation  Date following the date on which we receive proof of death acceptable
to the Company. Interest, if any, will be paid from the date of death at a  rate
no  less than required  by law. We  will mail payment  to the Beneficiary within
seven days after we receive proof of death.
 
    The Code requires that distribution of death proceeds begin within a certain
period of time. Generally, either annuity payments must begin by December 31  of
the  year following the year of your death, or the entire value of your benefits
must be distributed by December 31 of the fifth year following the year of  your
death.  If your Beneficiary is  your spouse, he or she  is not required to begin
distributions until the year you would have attained age 70 1/2. In no event may
payments extend beyond  the life  expectancy of  the Beneficiary  or any  period
certain greater than the Beneficiary's life expectancy.
 
    If no elections are made, no distributions will be made. Failure to commence
distributions within the above time periods can result in tax penalties.
 
    Regardless  of the method of payment,  death benefit proceeds will generally
be taxed to  the Beneficiary in  the same manner  as if you  had received  those
payments. (See "Tax Status.")
 
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                                       9
<PAGE>
                                 ANNUITY PERIOD
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
ANNUITY PERIOD ELECTIONS
 
    The Code generally requires that minimum annual distributions of the Account
Value  must begin by April 1st of  the calendar year following the calendar year
in  which  a  Participant  attains  age  70  1/2,  or  retires,  if  later,  for
governmental  plans. In  addition, distributions  must be  in a  form and amount
sufficient to satisfy the Code requirements. These requirements may be satisfied
by the election  of certain  Annuity Options or  Additional Withdrawal  Options.
(See "Tax Status.")
 
    At least 30 days prior to the Annuity Date, you must notify us in writing of
the following:
 
- - the date on which you would like to start receiving annuity payments;
 
- - the  Annuity Option under  which you want  your payments to  be calculated and
  paid;
 
- - whether the  payments are  to  be made  monthly, quarterly,  semi-annually  or
  annually; and
 
- - the  investment  option(s) used  to provide  annuity  payments (i.e.,  a fixed
  annuity using the general account or  any of the Subaccounts available at  the
  time  of annuitization).  As of  the date  of this  Prospectus, Aetna Variable
  Fund, Aetna Income  Shares and Aetna  Investment Advisers Fund,  Inc. are  the
  only  Subaccounts available; however, additional  Subaccounts may be available
  under some Annuity Options in the future. (See "Annuity Options" below.)
 
    Annuity payments will not begin until  you have selected an Annuity  Option.
Until  a  date  and  option  are  elected,  the  Account  will  continue  in the
Accumulation Period. Once annuity payments begin, the Annuity Option may not  be
changed,  nor may  transfers currently  be made  among the  investment option(s)
selected. (See  "Annuity Options"  below for  more information  about  transfers
during the Annuity Period.)
 
ANNUITY OPTIONS
 
    You may choose one of the following Annuity Options:
 
LIFETIME ANNUITY OPTIONS:
 
- -OPTION  1--Life  Annuity--An annuity  with payments  ending on  the Annuitant's
 death.
 
- -OPTION 2--Life  Annuity with  Guaranteed Payments--  An annuity  with  payments
 guaranteed  for 5, 10, 15 or 20 years, or such other periods as the Company may
 offer at the time of annuitization.
 
- -OPTION 3--Life Income based  Upon the Lives of  Two Payees--An annuity will  be
 paid  during the  lives of  the Annuitant  and a  second Annuitant,  with 100%,
 66 2/3% or 50% of the payment to continue after the first death, or 100% of the
 payment to continue at the death of the second Annuitant and 50% of the payment
 to continue at the death of the Annuitant.
 
- -OPTION 4--Life  Income based  Upon the  Lives of  Two Payees--An  annuity  with
 payments  for a  minimum of 120  months, with  100% of the  payment to continue
 after the first death.
 
    If Option 1 or 3  is elected, it is possible  that only one Annuity  Payment
will  be made if the Annuitant under  Option 1, or the surviving Annuitant under
Option 3, should die prior to the  due date of the second Annuity Payment.  Once
lifetime  Annuity  payments  begin,  the Annuitant  cannot  elect  to  receive a
lump-sum settlement.
 
NONLIFETIME ANNUITY OPTIONS:
 
- -OPTION 1--PAYMENTS  FOR  A SPECIFIED  PERIOD--  payments will  continue  for  a
 specified period of time, as provided for under your Contract.
 
    Under  the Nonlifetime  Option, an  annuity may  be selected  on a  fixed or
variable basis  and payments  may be  made for  3-30 years.  If this  option  is
elected  on a variable basis,  the Annuitant may request  at any time during the
payment period that the  present value of  all or any  portion of the  remaining
variable  payments be  paid in one  sum. However, under  an Installment Purchase
Payment Contract, any lump-sum elected before three years of payments have  been
completed will be treated as a withdrawal during the Accumulation Period and any
applicable   deferred  sales  charge   will  be  assessed.   (See  "Charges  and
Deductions--Deferred Sales Charge.")
 
    We may also offer additional Annuity Options under the Contract from time to
time. The  Company expects  to  offer additional  Annuity Options  and  enhanced
versions  of the Annuity  Options listed above  at some time  during 1996. These
additional Annuity Options and  enhanced versions of  the existing options  will
have   additional  Subaccounts  available  and   will  allow  transfers  between
 
- --------------------------------------------------------------------------------
                                       10
<PAGE>
Subaccounts  during  the Annuity  Period.  (Additional Subaccounts  and transfer
capability are expected  during the  second half  of 1996.)  Such additional  or
enhanced options will be made available by an endorsement to the Contract, which
will  include the guaranteed annuity payout  rates and other terms applicable to
such options. (Depending on which guaranteed payout rates apply to the  existing
options,  the guaranteed payout rates  for the new and  enhanced options will be
the same or lower.) Please refer to  the Contract, or call the number listed  in
the  "Inquiries" section of  the Prospectus Summary,  to determine which options
are available and  the terms  of such  options. It  is not  expected that  these
additional  or enhanced options will be made available to those who have already
commenced receiving Annuity Payments.
 
ANNUITY PAYMENTS
 
    DATE PAYOUTS START.  When payments start, the age of the Annuitant plus  the
number  of years for which  payments are guaranteed must  not exceed 95. Annuity
payments may not  extend beyond (a)  the life  of the Annuitant,  (b) the  joint
lives  of the Annuitant and  beneficiary, (c) a period  certain greater than the
Annuitant's life expectancy, or (d) a period certain greater than the joint life
expectancies of the Annuitant and beneficiary.
 
    AMOUNT OF EACH ANNUITY PAYMENT.  The  amount of each payment depends on  the
size  of your  Account Value,  how you  allocate it  between fixed  and variable
payouts, and  the Annuity  Option chosen.  No election  may be  made that  would
result  in the first Annuity  payment of less than  $20, or total yearly Annuity
payments of  less than  $100.  If your  Account Value  on  the Annuity  Date  is
insufficient  to elect  an option for  the minimum amount  specified, a lump-sum
payment must be elected.
 
    If Annuity  Payments are  to be  made on  a variable  basis, the  first  and
subsequent  payments  will vary  depending on  the  assumed net  investment rate
selected (3 1/2% or 5% per annum). Selection of a 5% rate causes a higher  first
payment,  but Annuity Payments will increase  thereafter only to the extent that
the net investment  rate exceeds  5% on  an annualized  basis. Annuity  Payments
would decline if the rate were below 5%. Use of the 3 1/2% assumed rate causes a
lower  first payment,  but subsequent  payments would  increase more  rapidly or
decline more  slowly as  changes occur  in  the net  investment rate.  (See  the
Statement  of Additional  Information for further  information on  the impact of
selecting a particular net investment rate.)
 
CHARGES DEDUCTED DURING THE ANNUITY PERIOD
 
    We make a daily deduction for  mortality and expense risks from any  amounts
held  on  a variable  basis.  Therefore, electing  the  nonlifetime option  on a
variable basis will result in  a deduction being made  even though we assume  no
mortality  risk. We may  also deduct a daily  administrative charge from amounts
held under the variable options. (See "Charges and Deductions.")
 
DEATH BENEFIT PAYABLE DURING THE ANNUITY PERIOD
 
    If an Annuitant dies  after Annuity Payments have  begun, any death  benefit
payable  will  depend  on the  terms  of  the Contract  and  the  Annuity Option
selected. If Option 1 or  Option 3 was elected,  Annuity Payments will cease  on
the  death  of  the Annuitant  under  Option 1  or  the death  of  the surviving
Annuitant under Option 3.
 
    If Lifetime Option 2 or Option 4 was elected and the death of the  Annuitant
under  Option 2, or the surviving Annuitant  under Option 4, occurs prior to the
end of the guaranteed minimum payment period, we will pay to the beneficiary  in
a  lump sum,  unless otherwise  requested, the  present value  of the guaranteed
annuity payments remaining.
 
    If the nonlifetime  option was elected,  and the Annuitant  dies before  all
payments are made, the value of any remaining payments may be paid in a lump-sum
to  the beneficiary (unless  otherwise requested), and  no deferred sales charge
will be imposed.
 
    If the Annuitant dies after  Annuity payments have begun  and if there is  a
death benefit payable under the Annuity option elected, the remaining value must
be  distributed to  the beneficiary  at least as  rapidly as  under the original
method of distribution.
 
    Any lump-sum  payment  paid under  the  applicable lifetime  or  nonlifetime
Annuity  options will be  made within seven  calendar days after  proof of death
acceptable to us, and a request for payment are received at our Home Office. The
value of any death benefit proceeds will be determined as of the next  Valuation
Date after we receive acceptable proof of death and a request for payment. Under
Options  2 and 4, such value will be reduced by any payments made after the date
of death.
 
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                                       11
<PAGE>
                                   TAX STATUS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
INTRODUCTION
 
    The following  provides a  general discussion  and is  not intended  as  tax
advice.  This discussion reflects the Company's understanding of current federal
income tax law. Such laws may change in the future, and it is possible that  any
change  could be retroactive (i.e., effective prior  to the date of the change).
The Company makes no  guarantee regarding the tax  treatment of any contract  or
transaction involving a Contract. The ultimate effect of federal income taxes on
the  amounts held  under a  Contract, on Annuity  Payments, and  on the economic
benefit to the Contract Holder, Participant  or Beneficiary may depend upon  the
tax  status of  the individual concerned.  Any person concerned  about these tax
implications should  consult  a  competent tax  adviser  before  initiating  any
transaction.
 
TAXATION OF THE COMPANY
 
    The  Company is taxed as a life  insurance company under the Code. Since the
Separate Account is  not an entity  separate from  the Company, it  will not  be
taxed  separately as a "regulated investment company" under the Code. Investment
income and realized capital gains are automatically applied to increase reserves
under the Contracts. Under existing federal income tax law, the Company believes
that the Separate Account investment income and realized net capital gains  will
not  be taxed to the  extent that such income and  gains are applied to increase
the reserves under the Contracts.
 
    Accordingly, the Company does not anticipate that it will incur any  federal
income  tax liability attributable  to the Separate  Account and, therefore, the
Company does  not intend  to make  provisions for  any such  taxes. However,  if
changes  in the federal tax laws or interpretation thereof result in the Company
being taxed on income  or gains attributable to  the Separate Account, then  the
Company  may impose a charge against the  Separate Account (with respect to some
or all Contracts) in order to set aside provisions to pay such taxes.
 
CONTRACTS USED WITH CERTAIN RETIREMENT PLANS
 
    IN GENERAL.  The Contract is designed for use with Section 403(b) plans. The
tax rules applicable to retirement plans vary according to the type of plan  and
the terms and conditions of the plan.
 
    The  Company makes no attempt to provide more than general information about
use of the Contracts with the various types of retirement plans. Participants as
well as  beneficiaries  are cautioned  that  the rights  of  any person  to  any
benefits  under the Contracts may be subject  to the terms and conditions of the
plans themselves,  in addition  to the  terms and  conditions of  the  Contracts
issued  in  connection with  such plans.  Some retirement  plans are  subject to
limitations on distribution and other requirements that are not incorporated  in
the  Contracts. Purchasers  are responsible for  determining that contributions,
distributions and  other  transactions with  respect  to the  Contracts  satisfy
applicable  laws,  and  should  consult  their  legal  counsel  and  tax adviser
regarding the suitability of the Contract.
 
    SECTION 403(B) PLANS.   Under Section 403(b),  contributions made by  public
school  systems to purchase annuity contracts  for their employees are generally
excludable from the gross income of the employee.
 
    In order to be  excludable from taxable  income, total annual  contributions
made  by you  and your employer  cannot exceed either  of two limits  set by the
Code. The first limit, under Section 415, is generally the lesser of 25% of your
includible compensation or  $30,000. The  second limit, which  is the  exclusion
allowance  under Section  403(b), is usually  calculated according  to a formula
that takes into account your length  of employment and any pretax  contributions
to  certain other retirement plans. These two limits apply to your contributions
as well as to any contributions made  by your employer on your behalf. There  is
an additional limit that specifically limits your salary reduction contributions
to  generally no more than $9,500 annually (subject to indexing); your own limit
may be higher or  lower, depending on certain  conditions. In addition  Purchase
Payments  will be excluded from your gross income only if the Plan meets certain
non-discrimination requirements.
 
    Section 403(b)(11) restricts the distribution under Section 403(b) contracts
of: (1)  salary  reduction  contributions  made after  December  31,  1988;  (2)
earnings  on those contributions; and (3) earnings during such period on amounts
held as of December 31, 1988. Distribution of those amounts may only occur  upon
death   of   the  employee,   attainment  of   age   59  1/2,   separation  from
 
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                                       12
<PAGE>
service, disability, or financial hardship. In addition, income attributable  to
salary reduction contributions may not be distributed in the case of hardship.
 
    If,  pursuant to Revenue  Ruling 90-24, the Company  agrees to accept, under
any of the Contracts covered by this Prospectus, amounts transferred from a Code
Section 403(b)(7)  custodial  account,  such  amounts will  be  subject  to  the
withdrawal restrictions set forth in Code Section 403(b)(7)(A)(ii).
 
    Generally,  no amounts accumulated under the  Contract will be taxable prior
to the time  of actual distribution.  However, the IRS  has stated in  published
rulings  that a  variable contract  owner, including  participants under Section
403(b) Plans, will  be considered the  owner of separate  account assets if  the
owner  possesses  incidents  of investment  control  over the  assets.  In these
circumstances, income  and  gains from  the  separate account  assets  would  be
currently includible in the variable contract owner's gross income. The Treasury
announced  that guidance would be  issued in the future  regarding the extent to
which owners  could direct  their investments  among Subaccounts  without  being
treated  as  owners of  the underlying  assets  of the  Separate Account.  It is
possible that the Treasury's position, when announced, may adversely affect  the
tax treatment of existing contracts. The Company therefore reserves the right to
modify  the Contract  as necessary  to attempt to  prevent the  owner from being
considered the federal tax owner of the assets of the Separate Account.
 
    MINIMUM DISTRIBUTION REQUIREMENTS.  The Code has required distribution rules
for Section 403(b) Plans. Under 403(b)  Plans, distributions of amounts held  as
of  December 31, 1986  must generally begin by  the end of  the calendar year in
which you attain age 75 (or retire, if later, for governmental or church plans).
However, special rules require that some  or all of that balance be  distributed
earlier if any distributions are taken in excess of the minimum required amount.
Distributions  attributable to  contributions under  Section 403(b)  Plans on or
after January 1, 1987 (including any earnings on the entire Account Value  after
that  date), must generally begin by April  1 of the calendar year following the
calendar year in which you attain age 70 1/2 or retire, whichever occurs later.
 
    In general, annuity payments must be distributed over your life or the joint
lives of you and your beneficiary, or  over a period not greater than your  life
expectancy or the joint life expectancies of you and your beneficiary.
 
    If   you  die  after  the   required  minimum  distribution  has  commenced,
distributions to your beneficiary must be made at least as rapidly as under  the
method  of distribution  in effect at  the time  of your death.  However, if the
minimum required distribution is calculated each year based on your single  life
expectancy  or  the joint  life expectancies  of you  and your  beneficiary, the
regulations for Code  Section 401(a))9) provide  specific rules for  calculating
the  minimum  required distributions  at your  death. For  example, if  you have
elected ECO with the calculation based  on your single life expectancy, and  the
life  expectancy is  recalculated each  year, your  recalculated life expectancy
becomes zero in the calendar year following your death and the entire  remaining
interest  must be  distributed to  your beneficiary by  December 31  of the year
following your death. However, a spousal beneficiary has certain rollover rights
which can only be exercised in the year of your death. The rules are complex and
you should consult your tax adviser before electing the method of calculation to
satisfy the minimum requirements.
 
    If you  die before  the required  minimum distribution  has commenced,  your
entire  interest  must  be  distributed  by December  31  of  the  calendar year
containing the  fifth anniversary  of  the date  of your  death.  Alternatively,
payments  may be  made over  the life of  the beneficiary  or over  a period not
extending  beyond  the   life  expectancy  of   the  beneficiary  provided   the
distribution  begins by December 31 of  the calendar year following the calendar
year of your death, or December 31 of the calendar year in which you would  have
attained age 70 1/2.
 
    If you fail to receive the minimum required distribution for any tax year, a
50% excise tax is imposed on the required amount that was not distributed.
 
    TAXATION  OF DISTRIBUTIONS.   All  distributions will  be taxed  as they are
received unless you made a rollover contribution of the distribution to  another
plan  of the same type or to an individual retirement annuity/account ("IRA") in
accordance with the Code, or unless you have made after-tax contributions to the
plan, which are not  taxed upon distribution. The  Code has specific rules  that
apply,   depending  on   the  type   of  distribution   received,  if  after-tax
contributions were made.
 
    In general, payments  received by  your beneficiaries after  your death  are
taxed  in the same manner  as if you had received  those payments, except that a
limited death benefit exclusion may apply.
 
- --------------------------------------------------------------------------------
                                       13
<PAGE>
    Pension and annuity distributions generally  are subject to withholding  for
the recipient's federal income tax liability at rates that vary according to the
type  of distribution and the recipient's tax status. Recipients may be provided
the opportunity to elect not to  have tax withheld from distributions;  however,
certain distributions from annuities are subject to mandatory federal income tax
withholding. We will report to the IRS the taxable portion of all distributions.
 
    The  Code  imposes  a  10%  penalty  tax  on  the  taxable  portion  of  any
distribution unless made when  (a) you have  attained age 59  1/2, (b) you  have
become disabled, (c) you have died, (d) you have separated from service with the
plan sponsor at or after age 55, (e) the distribution amount is rolled over into
another  plan of the same type in accordance  with the terms of the Code, or (f)
the distribution amount  is made  in substantially equal  periodic payments  (at
least  annually) over your life  or life expectancy or  the joint lives or joint
life expectancies of you and your plan beneficiary, provided you have  separated
from  service with the plan sponsor. In addition, the penalty tax does not apply
for the amount of a distribution equal to unreimbursed medical expenses incurred
by you that qualify for deduction as specified in the Code. The Code may  impose
other penalty taxes in other circumstances.
 
                                 MISCELLANEOUS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
OPPORTUNITY PLUS PROCESSING OFFICE
 
    We  have  established  the  Opportunity Plus  Processing  Office  to provide
administrative support to  Participants of  the Opportunity  Plus Program.  This
office  will handle  enrollments, billing, transfers,  redemptions and inquiries
for all Opportunity Plus  Participants. All forms  and correspondence should  be
sent to:
 
                     Aetna Life Insurance and Annuity Company
   Opportunity Plus Processing Office
   P.O. Box 12894
   Albany, New York 12212-2894
   Telephone Number: 1-800-677-4636
 
DISTRIBUTION
 
    The  Company will serve as the Principal Underwriter for the securities sold
by this  Prospectus. The  Company  is registered  as  a broker-dealer  with  the
Securities  and Exchange Commission and is  a member of the National Association
of Securities Dealers, Inc.  (NASD). As Underwriter,  the Company will  contract
with  one or more registered broker-dealers ("Distributors"), including at least
one affiliate  of the  Company, to  offer and  sell the  Contracts. All  persons
offering  and selling  the Contracts must  be registered  representatives of the
Distributors and must  also be  licensed as  insurance agents  to sell  variable
annuity contracts. These registered representatives may also provide services to
Participants in connection with establishing their Accounts under the Contract.
 
    PAYMENT  OF COMMISSIONS.   Persons  offering and  selling the  Contracts may
receive commissions in connection  with the sale of  the Contracts. The  maximum
percentage  amount that the Company will ever  pay as commission with respect to
any given Purchase Payment is with respect  to those made during the first  year
of  Purchase Payments under an Account. The percentage amount will range from 1%
to 4% of those Purchase Payments.  The Company may also pay renewal  commissions
on Purchase Payments made after the first year and asset-based service fees. The
average  of all payments made by the Company is estimated to equal approximately
3% of the total Purchase Payments made over the life of an average Contract. The
Company may also reimburse the Distributor for certain expenses. The name of the
Distributor and the registered representative  responsible for your Account  are
set  forth in your enrollment materials.  Commissions and sales related expenses
are paid  by the  Company and  are  not deducted  from Purchase  Payments.  (See
"Charges and Deductions--Deferred Sales Charge.")
 
DELAY OR SUSPENSION OF PAYMENTS
 
    The  Company reserves the right  to suspend or postpone  the date of payment
for any benefit or values (a) on any Valuation Date on which the New York  Stock
Exchange  ("Exchange")  is  closed  (other than  customary  weekend  and holiday
closings) or when trading on the  Exchange is restricted; (b) when an  emergency
exists,  as determined by  the SEC, so  that disposal of  securities held in the
Subaccounts is not reasonably practicable  or is not reasonably practicable  for
the  value of the Subaccount's  assets; or (c) during  such other periods as the
SEC may by order  permit for the protection  of investors. The conditions  under
which restricted trading or an emergency exists shall be determined by the rules
and regulations of the SEC.
 
- --------------------------------------------------------------------------------
                                       14
<PAGE>
PERFORMANCE REPORTING
 
    From  time to time, the Company  may advertise different types of historical
performance for  the  Subaccounts  of  the Separate  Account.  The  Company  may
advertise  the "standardized average  annual total returns"  of the Subaccounts,
calculated in a manner prescribed by  the SEC, as well as the  "non-standardized
returns."  "Standardized average annual total returns" are computed according to
a formula  in  which a  hypothetical  investment of  $1,000  is applied  to  the
Subaccount and then related to the ending redeemable values over the most recent
one,  five and ten-year  periods (or since  inception, if less  than ten years).
Standardized returns will reflect the reduction of all recurring charges  during
each  period (e.g., mortality and expense risk charges, annual maintenance fees,
administrative expense  charge  (if  any)  and  any  applicable  deferred  sales
charge).  "Non-standardized  returns" will  be calculated  in a  similar manner,
except that  non-standardized figures  will  not reflect  the deduction  of  any
applicable  deferred sales charge (which would decrease the level of performance
shown if reflected in these calculations). The non-standardized figures may also
include monthly, quarterly, year-to-date and three-year periods.
 
    The  Company  may  also  advertise   certain  ratings,  rankings  or   other
information  related  to  the Company,  the  Subaccounts or  the  Funds. Further
details regarding performance  reporting and  advertising are  described in  the
Statement of Additional Information.
 
VOTING RIGHTS
 
    In  accordance with  the Company's view  of present applicable  law, it will
vote the shares of each of the Funds held by the Separate Account at regular and
special meetings of Fund shareholders  in accordance with instructions  received
from  each  Contract Holder.  Participants and  Annuitants  have a  fully vested
(100%) interest in the benefits provided under the Contract and may instruct the
Contract Holder how to direct the Company  to cast the votes for the portion  of
the  Account  Value  or  valuation  reserve  attributable  to  their  individual
Accounts. Currently, for  group contracts  used with Section  403(b) plans,  the
Company  obtains participant voting instructions directly from the participants,
subject to receipt  of authorization  from the  Contract Holder  to accept  such
instructions.  The  Company  will vote  shares  for  which it  has  not received
instructions in the same proportion as it votes shares for which it has received
instructions.
 
    Each person having a  voting interest in the  Separate Account will  receive
periodic  reports relating to the Fund(s) in which he or she has an interest, as
well as any proxy  materials and a  form on which  to give voting  instructions.
Voting  instructions will be solicited by written communication at least 14 days
before such meeting. The number of votes to which each person may give direction
will be determined as of the record date set by the Fund.
 
    The number of votes each Contract Holder or Participant, as applicable,  may
cast during the Accumulation Period is equal to the portion of the Account Value
to  that Fund, divided by the net asset  value of one share of that Fund. During
the Annuity  Period, the  number of  votes  is equal  to the  valuation  reserve
applicable  to the portion of the Contract attributable to that Fund, divided by
the net asset  value of one  share of that  Fund. In determining  the number  of
votes, fractional votes will be recognized.
 
CHANGES IN BENEFICIARY DESIGNATIONS
 
    The  designated Beneficiary may be changed at any time. Such change will not
become effective until written notice of the change is received by the Company.
 
MODIFICATION OF THE CONTRACT
 
    The Company may change the Contract as required by federal or state law.  In
addition,  the Company may, upon 30 days  written notice to the Contract Holder,
make other changes  to the Contracts  that would apply  only to individuals  who
become  Participants  under  that  Contract after  the  effective  date  of such
changes. If the Contract Holder does not agree to a change, no new  Participants
will be covered under the Contract. Certain changes will require the approval of
appropriate state or federal regulatory authorities.
 
AGREEMENTS WITH THE COMPANY
 
    In  1994, NYSUT and the Company entered  into an arrangement which calls for
NYSUT to exclusively endorse the Opportunity Plus program and for the Company to
provide educational programs focusing on financial planning for retirement.  The
educational  program  is  provided to  all  NYSUT members  including  agency fee
payors. Trained  personnel have  been  hired by  the  Company to  conduct  these
programs  exclusively for  NYSUT members.  NYSUT is  reimbursed for  direct out-
of-pocket expenses incurred in the promotion of the Opportunity Plus program  up
to  a  maximum of  $75,000 per  year. In  addition, the  Company will  pay NYSUT
between $30,000-$42,000 per month from 1994 through
 
- --------------------------------------------------------------------------------
                                       15
<PAGE>
1998. NYSUT has indicated to the Company that it intends to use these amounts to
enhance benefits to the membership.
 
    The Company compensates UUP $48,000 per  year for the use of on-site  campus
facilities,  the endorsement of the Opportunity Plus  program and for the use of
UUP payroll slots.
 
LEGAL MATTERS AND PROCEEDINGS
 
    The Company knows  of no  material legal  proceedings pending  to which  the
Separate  Account or the Company is a party or which would materially affect the
Separate Account. The validity of the securities offered by this Prospectus  has
been passed upon by Susan E. Bryant, Esq., Counsel to the Company.
 
                                CONTENTS OF THE
                      STATEMENT OF ADDITIONAL INFORMATION
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
The  Statement of Additional  Information contains more  specific information on
the Separate Account and  the Contract, as well  as the financial statements  of
the  Separate Account and the Company. A list  of the contents of the SAI is set
forth below:
 
<TABLE>
<S>                                                                                  <C>
General Information and History
Variable Annuity Account C
Offering and Purchase of Contracts
Performance Data
  General
  Average Annual Total Return Quotations
Annuity Payments
Sales Material and Advertising
Independent Auditors
Financial Statements of the Separate Account
Financial Statements of the Company
</TABLE>
 
- --------------------------------------------------------------------------------
                                       16
<PAGE>
                                   APPENDIX I
                        GUARANTEED ACCUMULATION ACCOUNT
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
THE GUARANTEED  ACCUMULATION  ACCOUNT  ("GAA") IS  A  CREDITED  INTEREST  OPTION
AVAILABLE  DURING THE ACCUMULATION PERIOD UNDER  THE CONTRACTS DESCRIBED IN THIS
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. THIS  APPENDIX
IS  A SUMMARY  OF GAA  AND IS NOT  INTENDED TO  REPLACE THE  GAA PROSPECTUS. YOU
SHOULD READ THE ACCOMPANYING GAA PROSPECTUS CAREFULLY BEFORE INVESTING.
 
    GAA is a Credited Interest Option in which we guarantee stipulated rates  of
interest  for stated periods  of time on  amounts directed to  GAA. The interest
rate stipulated is an annual effective yield; that is, it reflects a full year's
interest. Interest is credited daily at a rate that will provide the  guaranteed
annual effective yield for one year. This option guarantees the minimum interest
rate specified in the Contract.
 
    During  a specified  period of time  (the "deposit period"),  amounts may be
applied to  any or  all available  Guaranteed Terms  within the  Short-Term  and
Long-Term classifications. Short-Term GAA has Guaranteed Terms from one to three
years, and Long-Term GAA has Guaranteed Terms from three to ten years.
 
    Purchase Payments must remain in GAA for the full Guaranteed Term to receive
the  quoted  interest rates.  Withdrawals or  transfers  from a  Guaranteed Term
before the  end  of that  Guaranteed  Term may  be  subject to  a  market  value
adjustment  ("MVA"). An MVA reflects the change  in the value of the investments
due to changes in interest rates since the date of deposit. When interest  rates
increase  after the date of  deposit, the value of  the investment decreases and
the MVA is negative. Conversely, when interest rates decrease after the date  of
deposit,  the value of the investment increases,  and the MVA is positive. It is
possible that a negative MVA could result in the Participant receiving an amount
which is less than the amount paid into GAA.
 
    As a  Guaranteed Term  matures, assets  accumulating under  GAA may  be  (a)
transferred  to  a  new  Guaranteed Term,  (b)  transferred  to  other available
investment options, or  (c) withdrawn.  Amounts withdrawn  may be  subject to  a
deferred  sales  charge and/or  federal tax  penalties  or mandatory  income tax
withholding.
 
    By notifying us at least 30 days prior to the Annuity Date, you may elect  a
variable  annuity  and  have  amounts  that  have  been  accumulating  under GAA
transferred to  one or  more of  the Subaccounts  available during  the  Annuity
Period. GAA cannot be used as an investment option during the Annuity Period.
 
MORTALITY AND EXPENSE RISK CHARGES
 
    We  make no  deductions from  the credited  interest rate  for mortality and
expense risks; these risks are considered in determining the credited rate.
 
TRANSFERS
 
    Transfers are permitted among Guaranteed Terms. However, amounts applied  to
GAA  may not be transferred  to another Guaranteed Term of  GAA, or to any other
Subaccount or Credited Interest Option available under the Contract, during  the
deposit  period or the  90 days after the  close of the  deposit period. We will
apply an MVA to transfers made before the end of a Guaranteed Term, unless  such
transfer is due to the maturity of the Guaranteed Term.
 
CONTRACT LOANS
 
    Loans  may not be made  against amounts held in  GAA, although such value is
included in determining the Account Value against which a loan may be made.
 
REINVESTMENT PRIVILEGE
 
    If amounts are withdrawn  from GAA and reinvested,  they will be applied  to
the  current  deposit  period.  Amounts are  proportionately  reinvested  to the
classifications in the same manner as they were allocated before the withdrawal.
Any negative  MVA  amount  applied  to  a withdrawal  is  not  included  in  the
reinvestment.
 
- --------------------------------------------------------------------------------
                                       17
<PAGE>
                                  APPENDIX II
                                 FIXED ACCOUNT
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
THE  FOLLOWING  SUMMARIZES MATERIAL  INFORMATION  CONCERNING THE  FIXED ACCOUNT.
AMOUNTS ALLOCATED TO THE FIXED ACCOUNT ARE HELD IN THE COMPANY'S GENERAL ACCOUNT
THAT SUPPORTS GENERAL INSURANCE AND ANNUITY OBLIGATIONS. INTERESTS IN THE  FIXED
ACCOUNT  HAVE NOT BEEN REGISTERED  WITH THE SEC IN  RELIANCE ON EXEMPTIONS UNDER
THE SECURITIES ACT OF 1933, AS  AMENDED. DISCLOSURE IN THE PROSPECTUS  REGARDING
THE  FIXED ACCOUNT,  MAY, HOWEVER,  BE SUBJECT  TO CERTAIN  GENERALLY APPLICABLE
PROVISIONS  OF  THE  FEDERAL  SECURITIES  LAWS  RELATING  TO  THE  ACCURACY  AND
COMPLETENESS OF SUCH STATEMENTS. DISCLOSURE IN THIS APPENDIX REGARDING THE FIXED
ACCOUNT HAS NOT BEEN REVIEWED BY THE SEC.
 
    The  Fixed Account  guarantees the  minimum interest  rate specified  in the
Contract. The Company may credit a higher  interest rate from time to time.  The
current  rate is subject  to change at any  time, but will  never fall below the
guaranteed minimum. The Company's determination  of interest rates reflects  the
investment  income earned on invested assets and the amortization of any capital
gains and/or losses  realized on the  sale of invested  assets. Under the  Fixed
Account, the Company assumes the risk of investment gain or loss by guaranteeing
Account  Values and promising  a minimum interest rate  and Annuity Payment. The
Fixed Account is available under Installment Purchase Payment Contracts only.
 
    Under certain emergency conditions, we may defer payment of a Fixed  Account
withdrawal  value (a) for  a period of up  to six months, or  (b) as provided by
federal law.
 
    Amounts applied to the Fixed Account  will earn the interest rate in  effect
when actually applied to the Fixed Account.
 
    The  Fixed Account will reflect a compound interest rate credited by us. The
interest rate quoted is  an annual effective yield.  We make no deductions  from
the  credited interest  rate for  mortality and  expense risks;  these risks are
considered in determining the credited rate.
 
    If a withdrawal is made from the Fixed Account, a deferred sales charge  may
apply. See "Charges and Deductions-- Deferred Sales Charge."
 
TRANSFERS AMONG INVESTMENT OPTIONS
 
    Transfers   from  the  Fixed  Account  to  any  other  available  investment
options(s) are allowed  in each  calendar year during  the Accumulation  Period.
There  is no limit on the number of transfers that you can make out of the Fixed
Account in a calendar year; however, the amount you are allowed to transfer from
the Fixed Account is the current value  of your Fixed Account multiplied by  the
current  maximum percentage  of the  transfer allowed  (the "window")  minus any
previous transfers made during the calendar year.
 
    By notifying us at the Opportunity  Plus Processing Office at least 30  days
before  Annuity payments begin,  you may elect  to have amounts  which have been
accumulating under  the  Fixed  Account  transferred  to  one  or  more  of  the
Subaccounts  available  during the  Annuity Period  to provide  variable Annuity
Payments.
 
CONTRACT LOANS
 
    Loans may be made from Account Values held in the Fixed Account.
 
- --------------------------------------------------------------------------------
                                       18
<PAGE>
                          FOR MASTER APPLICATIONS ONLY
 
    I HEREBY  ACKNOWLEDGE  RECEIPT OF  AN  ACCOUNT C  "OPPORTUNITY  PLUS"  GROUP
DEFERRED  VARIABLE ANNUITY PROSPECTUS DATED MAY 1,  1996, AS WELL AS ALL CURRENT
PROSPECTUSES PERTAINING TO THE VARIABLE  INVESTMENT OPTIONS AVAILABLE UNDER  THE
CONTRACTS.
 
- ---- PLEASE  SEND AN  ACCOUNT C  STATEMENT OF  ADDITIONAL INFORMATION  (FORM NO.
     75962(S)-2) DATED MAY 1, 1996.
 
- --------------------------------------------------------------------------------
 
                          CONTRACT HOLDER'S SIGNATURE
 
- --------------------------------------------------------------------------------
 
                                      DATE
 
75962-2 (5/96)
 
- --------------------------------------------------------------------------------
<PAGE>



Opportunity Plus Processing Office
P.O. Box 12894
Albany, NY 12212-2894
1-800-677-4636


Insurance products offered by:
Aetna Life Insurance and Annuity Company



Securities offered through:
Aetna Investment Services, Inc.



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








[LOGO]

Aetna
Retirement
Services, Inc.




















Printed on recycled paper

75962-2
<PAGE>

- --------------------------------------------------------------------------------
                           VARIABLE ANNUITY ACCOUNT C
                                       OF
                    AETNA LIFE INSURANCE AND ANNUITY COMPANY
- --------------------------------------------------------------------------------
              STATEMENT OF ADDITIONAL INFORMATION DATED MAY 1, 1996
                                       for
                                OPPORTUNITY PLUS
                Group Variable Multiple Option Annuity Contracts

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
                       Opportunity Plus Processing Office
                                 P. O. Box 12894
                           Albany, New York 12212-2894
                                 1-800-677-4636

Read the prospectus before you invest.  Unless otherwise indicated, terms used
in this Statement of Additional Information 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
Performance Data . . . . . . . . . . . . . . . . . . . . . . . . . .     3
    General. . . . . . . . . . . . . . . . . . . . . . . . . . . . .     3
    Average Annual Total Return Quotations . . . . . . . . . . . . .     4
Annuity Payments . . . . . . . . . . . . . . . . . . . . . . . . . .     6
Sales Material and Advertising . . . . . . . . . . . . . . . . . . .     7
Independent Auditors . . . . . . . . . . . . . . . . . . . . . . . .     8
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 indirectly 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).

The Company has established the Opportunity Plus Processing Office to provide
administrative support to Contract Holders and Participants investing in the
Opportunity Plus Contract. This office will handle enrollments, billing,
transfers, redemptions, and inquiries for all Opportunity Plus Contract Holders
and Participants. All forms and correspondence should be sent to:

               Aetna Life Insurance and Annuity Company
               Opportunity Plus Processing Office
               P. O. Box 12894
               Albany, New York  12212-2894
               Telephone number:  1-800-677-4636

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

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

                           VARIABLE ANNUITY ACCOUNT C

Variable Annuity Account C (the "Separate Account") is a separate account
established by the Company for the purpose of funding variable annuity contracts
issued by the Company.  The Separate Account is registered with the Securities
and Exchange Commission as a unit investment trust under the Investment


                                        2
<PAGE>

Company Act of 1940, as amended.  The assets of each of the Subaccounts of the
Separate Account will be invested exclusively in shares of the Funds described
in the Prospectus.  Purchase Payments made under the Contract may be allocated
to one or more of the Subaccounts.  The Company may make additions to or
deletions from available investment options as permitted by law.  The
availability of the Funds is subject to applicable regulatory authorization.
Not all Funds are available in all jurisdictions, under all Contracts, or under
all Plans.  The Funds currently available under the Contract are as follows:


Aetna Variable Fund                       Franklin Government Securities Trust
Aetna Income Shares                       Janus Aspen Aggressive Growth
Aetna Variable Encore Fund                  Portfolio
Aetna Investment Advisers Fund, Inc.      Janus Aspen Growth Portfolio
Alger American Growth Portfolio           Janus Aspen Short-Term Bond Portfolio
Alger American Small Cap Portfolio        Janus Aspen Worldwide Growth Portfolio
Calvert Responsibly Invested Balanced     Lexington Emerging Markets Fund, Inc.
  Portfolio                               Lexington Natural Resources Trust
Fidelity VIP II Asset Manager Portfolio   Neuberger & Berman Growth Portfolio
Fidelity VIP II Contrafund Portfolio      Scudder International Portfolio
Fidelity VIP II Index 500 Portfolio         Class A Shares
Fidelity VIP Equity-Income Portfolio      TCI Growth


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

                       OFFERING AND PURCHASE OF CONTRACTS

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

                                PERFORMANCE DATA

GENERAL

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

The standardized and non-standardized total return figures are computed
according to a formula in which a hypothetical initial Purchase Payment of
$1,000 is applied to the various Subaccounts under the Contract, and then
related to the ending redeemable values over one, five and ten year periods (or
fractional periods thereof).  The standardized figures reflect the deduction of
all recurring charges


                                        3
<PAGE>

during each period (e.g., mortality and expense risk charges, maintenance fees,
administrative expense charges, and deferred sales charges).  These charges will
be deducted on a pro rata basis in the case of fractional periods.  The
maintenance fee is converted to a percentage of assets based on the average
account size under the Contracts described in the Prospectus.

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


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



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


AVERAGE ANNUAL TOTAL RETURN QUOTATIONS - STANDARDIZED AND NON-STANDARDIZED


The tables shown below represent each type of contract provided for in this
Statement of Additional Information.  The first table reflects the average
annual standardized and non-standardized total return quotation figures for the
periods ended December 31, 1995 for the Subaccounts under the Single Payment
Contract issued by the Company.  The second table reflects the average annual
standardized and non-standardized total return quotation figures for the periods
ended December 31, 1995 for the Subaccounts under Installment Payment Contracts
with a $15 annual maintenance fee, deducted quarterly. For those Subaccounts
where results are not available for the full calendar period indicated, the
percentage shown is an average annual return since inception (denoted with an
*).



<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                              FUND
   SINGLE PURCHASE PAYMENT CONTRACT                    STANDARDIZED                          NON-STANDARDIZED              INCEPTION
        ($0 MAINTENANCE FEE)                                                                                                  DATE
- ------------------------------------------------------------------------------------------------------------------------------------
             SUBACCOUNT                        1  Year    5 Years   10 Years     1 Year    3 Years    5 Years   10 Years
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>        <C>       <C>          <C>       <C>        <C>       <C>        <C>
Aetna Variable Fund                             12.30%     30.61%     12.11%     30.61%     10.43%     12.11%     12.30%    04/30/75
- ------------------------------------------------------------------------------------------------------------------------------------
Aetna Income Shares                             16.78%      8.51%      8.52%     16.78%      6.32%      8.51%      8.52%    06/01/78
- ------------------------------------------------------------------------------------------------------------------------------------
Aetna Variable Encore Fund                       4.74%      3.40%      4.92%      4.74%      3.14%      3.40%      4.92%    09/01/75
- ------------------------------------------------------------------------------------------------------------------------------------
Aetna Investment Advisers Fund, Inc.            25.65%     10.50%      9.39%*    25.65%     10.30%     10.50%      9.39%*   06/23/89
- ------------------------------------------------------------------------------------------------------------------------------------
Alger American Growth Portfolio                 34.76%     20.23%     17.97%*    34.76%     17.76%     20.23%     17.97%*   01/08/89
- ------------------------------------------------------------------------------------------------------------------------------------
Alger American Small Cap Portfolio              42.53%     19.11%     21.09%*    42.53%     14.64%     19.11%     21.09%*   09/21/88
- ------------------------------------------------------------------------------------------------------------------------------------
Calvert Responsibly Invested Balanced
Portfolio                                       28.31%      9.83%     8.71%*     28.31%      9.36%      9.83%     8.71%*    09/04/86
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       4
<PAGE>


<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                            FUND
SINGLE PURCHASE PAYMENT CONTRACT                         STANDARDIZED                       NON-STANDARDIZED              INCEPTION
        ($0 MAINTENANCE FEE)                                                                                                DATE
- -----------------------------------------------------------------------------------------------------------------------------------
SUBACCOUNT                                     1  Year    5 Years   10 Years      1 Year   3 Years    5 Years   10 Years
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>        <C>       <C>         <C>        <C>        <C>       <C>         <C>
Fidelity VIP II Asset Manager Portfolio         15.51%     11.37%     9.88%*     15.51%     8.66%     11.37%      9.88%*    11/07/86
- ------------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP II Contrafund Portfolio            37.94%*       n/a       n/a      37.94%*      n/a        n/a        n/a     01/03/95
- ------------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP II Index 500 Portfolio             35.53%     14.03%*      n/a      35.53%    13.59%     14.03%*       n/a     08/27/92
- ------------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Equity-Income Portfolio            33.55%     19.82%    11.99%*     33.55%    18.13%     19.82%     11.99%*    10/22/86
- ------------------------------------------------------------------------------------------------------------------------------------
Franklin Government Securities Trust            16.24%      7.40%     7.89%*     16.24%     5.49%      7.40%      7.89%*    05/30/89
- ------------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Aggressive Growth Portfolio         25.91%*       n/a       n/a      25.91%    26.02%*       n/a        n/a      9/13/93
- ------------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Growth Portfolio                    28.19%*       n/a       n/a      28.19%    13.63%*       n/a        n/a     09/13/93
- ------------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Short-Term Bond Portfolio            7.89%*       n/a       n/a       7.89%     3.18%*       n/a        n/a     09/13/93
- ------------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Worldwide Growth Portfolio          25.83%*       n/a       n/a      25.83%    19.19%*       n/a        n/a     09/13/93
- ------------------------------------------------------------------------------------------------------------------------------------
Lexington Emerging Markets Fund                 (5.12%)*      n/a       n/a      (5.12%)   (3.18%)*      n/a        n/a      3/31/94
- ------------------------------------------------------------------------------------------------------------------------------------
Lexington Natural Resources Trust               15.41%      5.03%*      n/a      15.41%     5.72%      5.03%*       n/a     10/14/91
- ------------------------------------------------------------------------------------------------------------------------------------
Neuberger & Berman Growth Portfolio             30.09%     12.28%     10.77%     30.09%     8.80%     12.28%     10.77%     12/31/85
- ------------------------------------------------------------------------------------------------------------------------------------
Scudder International Portfolio Class A
Shares                                           9.74%      9.03%      8.03%*     9.74%    13.52%      9.03%     8.03%*     05/01/87
- ------------------------------------------------------------------------------------------------------------------------------------
TCI Growth                                      29.47%     13.49%     11.46%*    29.47%    11.28%     13.49%    11.46%*     11/20/87
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>



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



<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
    INSTALLMENT PURCHASE PAYMENT                                                                                             FUND
              CONTRACTS                                    STANDARDIZED                   NON-STANDARDIZED                 INCEPTION
       ($15 MAINTENANCE  FEE)                                                                                                DATE
- ------------------------------------------------------------------------------------------------------------------------------------
               SUBACCOUNT                      1  Year    5 Years    10 Years    1 Year    3 Years    5 Years   10 Years
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>        <C>        <C>         <C>       <C>        <C>       <C>        <C>
Aetna Variable Fund                             24.04%     10.92%     12.26%     30.57%     10.39%     12.07%     12.26%    04/30/75
- ------------------------------------------------------------------------------------------------------------------------------------
Aetna Income Shares                             10.90%      7.35%      8.48%     16.73%      6.27%      8.46%      8.48%    06/01/78
- ------------------------------------------------------------------------------------------------------------------------------------
Aetna Variable Encore Fund                      (0.55%)     2.30%      4.88%      4.69%      3.10%      3.36%      4.88%    09/01/75
- ------------------------------------------------------------------------------------------------------------------------------------
Aetna Investment Advisers Fund, Inc.            19.33%      9.33%      8.49%*    25.61%     10.26%     10.46%      9.34%*   06/23/89
- ------------------------------------------------------------------------------------------------------------------------------------
Alger American Growth Portfolio                 27.98%     18.96%     17.06%*    34.71%     17.71%     20.19%     17.92%*   01/08/89
- ------------------------------------------------------------------------------------------------------------------------------------
Alger American Small Cap Portfolio              35.36%     17.85%     20.20%*    42.48%     14.59%     19.06%     21.05%*   09/21/88
- ------------------------------------------------------------------------------------------------------------------------------------
Calvert Responsibly Invested Balanced
Portfolio                                       21.85%      8.67%     8.07%*     28.27%      9.32%      9.79%      8.66%*   09/30/86
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                        5
<PAGE>


<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
    INSTALLMENT PURCHASE PAYMENT                                                                                     FUND
              CONTRACTS                           STANDARDIZED                       NON-STANDARDIZED             INCEPTION
       ($15 MAINTENANCE  FEE)                                                                                        DATE
- ---------------------------------------------------------------------------------------------------------------------------
               SUBACCOUNT              1 Year    5 Years    10 Years   1 Year   3 Years   5 Years    10 Years
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>       <C>        <C>       <C>        <C>       <C>       <C>          <C>
Fidelity VIP Equity-Income Portfolio    26.83%    18.56%     11.33%*   33.51%    18.09%     19.78%    11.95%*      10/22/86
- ---------------------------------------------------------------------------------------------------------------------------
Fidelity VIP II Asset Manager            9.69%    10.19%      8.95%*   15.46%     8.62%     11.33%     9.83%*      11/07/86
Portfolio
- ---------------------------------------------------------------------------------------------------------------------------
Fidelity VIP II Contrafund Portfolio    31.00%*     n/a         n/a    37.90%*     n/a         n/a       n/a       01/03/95
- ---------------------------------------------------------------------------------------------------------------------------
Fidelity VIP II Index 500 Portfolio     28.71%    12.25%*       n/a    35.49%    13.55%     13.99%*      n/a       08/27/92
- ---------------------------------------------------------------------------------------------------------------------------
Franklin Government Securities Trust    10.39%     6.26%      7.01%*   16.20%     5.45%      7.35%     7.85%*      05/30/89
- ---------------------------------------------------------------------------------------------------------------------------
Janus Aspen Aggressive Growth           19.58%    23.20%*       n/a    25.87%    25.98%*       n/a       n/a        9/13/93
Portfolio
- ---------------------------------------------------------------------------------------------------------------------------
Janus Aspen Growth Portfolio            21.74%    11.08%*       n/a    28.15%    13.59%*       n/a       n/a       09/13/93
- ---------------------------------------------------------------------------------------------------------------------------
Janus Aspen Short-Term Bond Portfolio    2.45%     0.86%*       n/a     7.85%     3.13%*       n/a       n/a       09/13/93
- ---------------------------------------------------------------------------------------------------------------------------
Janus Aspen Worldwide Growth            19.50%    16.52%*       n/a    25.79%    19.15%*       n/a       n/a       09/13/93
Portfolio
- ---------------------------------------------------------------------------------------------------------------------------
Lexington Emerging Markets Fund         (9.91%)   (6.02%)*      n/a    (5.16%)   (3.22%)*      n/a       n/a        3/31/94
- ---------------------------------------------------------------------------------------------------------------------------
Lexington Natural Resources Trust        9.60%     3.72%*       n/a    15.37%     5.68%      4.99%*      n/a       10/14/91
- ---------------------------------------------------------------------------------------------------------------------------
Neuberger & Berman Growth Portfolio     23.55%    11.09%     10.73%    30.05%     8.75%     12.23%    10.73%       12/31/85
- ---------------------------------------------------------------------------------------------------------------------------
Scudder International Portfolio
 Class A Shares                          4.21%     7.88%      7.35%*    9.69%    13.48%      8.99%     7.99%*      05/01/87
- ---------------------------------------------------------------------------------------------------------------------------
TCI Growth                              22.95%    12.28%     10.71%*   29.42%    11.24%     13.44%    11.41%*      11/20/87
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>


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

ANNUITY PAYMENTS


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


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

                                        6

<PAGE>


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


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

EXAMPLE:

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

Also assume 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 $1,000 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 Date on which
the first payment was due was $13.400000. When this value is divided into the
first monthly payment, the number of Annuity Units is determined to be 20.414.
The value of this number of Annuity Units will be paid in each subsequent month.



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


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

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

                         SALES MATERIAL AND ADVERTISING

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

                                        7

<PAGE>


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


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

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

                              INDEPENDENT AUDITORS

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

                                        8

<PAGE>

                              FINANCIAL STATEMENTS


                           VARIABLE ANNUITY ACCOUNT C


                                      INDEX


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

                                       S-1
<PAGE>

                          INDEPENDENT AUDITORS' REPORT

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

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

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

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



                                                           KPMG Peat Marwick LLP

Hartford, Connecticut
February 16, 1996


                                         S-2

<PAGE>

VARIABLE ANNUITY ACCOUNT C

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

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

Net assets represented by:

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


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

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



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

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


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

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

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


                                       S-7
<PAGE>
VARIABLE ANNUITY ACCOUNT C

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

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



See Notes to Financial Statements.


                                       S-8
<PAGE>
VARIABLE ANNUITY ACCOUNT C

STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>


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


See Notes to Financial Statements.


                                       S-9
<PAGE>
VARIABLE ANNUITY ACCOUNT C

NOTES TO FINANCIAL STATEMENTS - December 31, 1995

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

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

     a. VALUATION OF INVESTMENTS

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

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


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

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

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

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

                                       S-10

<PAGE>

VARIABLE ANNUITY ACCOUNT C

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

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

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

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

4.   PURCHASES AND SALES OF INVESTMENTS

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

5.   ESTIMATES 

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



                                       S-11

<PAGE>

VARIABLE ANNUITY ACCOUNT C

CONDENSED FINANCIAL INFORMATION

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

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


                                      S-12
<PAGE>

VARIABLE ANNUITY ACCOUNT C

CONDENSED FINANCIAL INFORMATION

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

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

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


                                      S-13
<PAGE>

VARIABLE ANNUITY ACCOUNT C

CONDENSED FINANCIAL INFORMATION

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

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


                                      S-14
<PAGE>

VARIABLE ANNUITY ACCOUNT C

CONDENSED FINANCIAL INFORMATION

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

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


                                      S-15
<PAGE>

VARIABLE ANNUITY ACCOUNT C

CONDENSED FINANCIAL INFORMATION

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

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

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


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

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


                                      S-16
<PAGE>

VARIABLE ANNUITY ACCOUNT C

CONDENSED FINANCIAL INFORMATION

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

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

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

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

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

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

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

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

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

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


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


                                      S-17
<PAGE>
                       CONSOLIDATED FINANCIAL STATEMENTS
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
                                     Index
 
<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. 75962(S)-2                                         ALIAC ED. MAY 1996



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