VARIABLE ANNUITY ACCT C OF AETNA LIFE INSURANCE & ANNUITY CO
485BPOS, 1997-08-19
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As filed with the Securities and Exchange          Registration No. 33-75980*
Commission on August 19, 1997                      Registration No. 811-2513


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

                                   FORM N-4
- --------------------------------------------------------------------------------
                       POST-EFFECTIVE AMENDMENT NO. 8 TO
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                               and Amendment to

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

                   Aetna Life Insurance and Annuity Company

           151 Farmington Avenue, RE4A, Hartford, Connecticut 06156

       Depositor's Telephone Number, including Area Code: (860) 273-4686

                          Julie E. Rockmore, Counsel
                   Aetna Life Insurance and Annuity Company
           151 Farmington Avenue, RE4A, Hartford, Connecticut 06156
                    (Name and Address of Agent for Service)
- --------------------------------------------------------------------------------
It is proposed that this filing will become effective:


               immediately upon filing pursuant to paragraph (b) of Rule 485
- ----------
    X          on August 21, 1997 pursuant to paragraph (b) of Rule 485
- ----------

Pursuant to Rule 24f-2 under the Investment Company Act of 1940, Registrant has
registered an indefinite number of securities under the Securities Act of 1933.
Registrant filed a Rule 24f-2 Notice for the fiscal year ended December 31, 1996
on February 28, 1997.

*Pursuant to Rule 429(a) under the Securities Act of 1933, Registrant has
included a combined prospectus under this Registration Statement which includes
all the information which would currently be required in prospectuses relating
to the securities covered by Registration Statement No. 33-75984.

<PAGE>

                         VARIABLE ANNUITY ACCOUNT C
                           CROSS REFERENCE SHEET

<TABLE>
<CAPTION>
                                                                   LOCATION - PROSPECTUS DATED 
                                                                    MAY 1, 1997 AND AS AMENDED
FORM N-4                                                               BY SUPPLEMENT DATED
ITEM NO.      PART A (PROSPECTUS)                                        AUGUST 21, 1997

<S>        <C>                                                 <C>
   1       Cover Page ........................................ Cover Page, and as amended

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

   3       Synopsis .......................................... Prospectus Summary; Fee Table, and as Amended

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

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

   6       Deductions and Expenses ........................... Charges and Deductions; The Contract - Distribution

   7       General Description of Variable Annuity Contracts.. Contract Rights; Miscellaneous

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

   9       Death Benefit ..................................... Death Benefit

  10       Purchases and Contract Value ...................... The Contract; 
                                                               Determining Contract Value

  11       Redemptions ....................................... Contract Rights - Withdrawals; Contract 
                                                               Rights - Right to Cancel

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

  13       Legal Proceedings ................................. Miscellaneous - Legal Proceedings

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

<PAGE>

<TABLE>
<CAPTION>
                                                                   LOCATION - STATEMENT OF
FORM N-4                                                           ADDITINAL INFORMATION
ITEM NO.  PART B (STATEMENT OF ADDITIONAL INFORMATION)               DATED MAY 1, 1997

  <S>     <C>                                                  <C>
  15      Cover Page ......................................... Cover page 

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

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

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

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

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

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

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

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

</TABLE>

                                   Part C (Other Information)

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

<PAGE>

                                 PARTS A AND B

The Prospectus and the Statement of Additional Information are incorporated into
Part A and Part B of this Post-Effective Amendment No.8, respectively, by
reference to Post-Effective Amendment No. 7 to the Registration Statement on
Form N-4 (File No. 33-75980), as filed electronically on April 14, 1997.


<PAGE>

                   Supplement to Prospectus Dated May 1, 1997
                    Aetna Life Insurance and Annuity Company
                           Variable Annuity Account B
                          Variable Annuity Account C


The prospectus dated May 1, 1997 is amended as follows:


Cover:
The following Funds, to the extent they are listed in your prospectus, will be
replaced with the designated Substitute Funds after the close of business of the
New York Stock Exchange on November 26, 1997:



<TABLE>
<CAPTION>
               Replaced Fund                                          Substitute Fund
<S>                                               <C>
Scudder Variable Life Investment Fund--           Portfolio Partners Scudder International Growth Portfolio
 International Portfolio Class A Shares
Alger American Small Capitalization Portfolio     Portfolio Partners MFS Emerging Equities Portfolio
American Century VP Capital Appreciation          Portfolio Partners MFS Research Growth Portfolio
 (Formerly TCI Growth)                            
Neuberger & Berman AMT Growth Portfolio           Portfolio Partners MFS Value Equity Portfolio           
Alger American Growth Portfolio                   Portfolio Partners T. Rowe Price Growth Equity Portfolio
Janus Aspen Short-Term Bond Portfolio             Aetna Variable Encore Fund (money market)               
Franklin Government Securities Trust              Aetna Income Shares (bond)                              
</TABLE>

The following Fund, if previously available in your prospectus, will be removed
from the list of Funds as of the close of business of the New York Stock
Exchange on November 26, 1997, or as soon thereafter as all participants
have redirected their allocations to other investment options (Closing
Date), since it will be closed to new investments after that date (except
reinvested dividends and capital gains earned on amounts already invested in
the Fund through the Separate Account and loan repayments automatically
deposited into the Fund pursuant to the Company's loan repayment
procedures).

                                    Closed
Lexington Natural Resources Trust












                      SUBJECT TO COMPLETION OR AMENDMENT


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


                The Date of this Supplement is August 21, 1997


XFUNDS-97

<PAGE>

Fee Table--2
The table under Annual Expenses of the Funds is amended by deleting the Replaced
Funds after November 26, 1997 and the Closed Fund after the Closing Date and 
adding the following Substitute Funds:



<TABLE>
<CAPTION>
                                                              Investment
                                                              Advisory Fees      Other Expenses
                                                              (after expense     (after expense       Total Annual
                                                              reimbursement)     reimbursement)       Fund Expenses
<S>                                                                <C>                <C>                  <C>
Portfolio Partners Scudder International Growth Portfolio         .80%               .20%                 1.00%(1)
Portfolio Partners MFS Emerging Equities Portfolio                .70%(2)            .13%                  .83%(1)
Portfolio Partners MFS Research Growth Portfolio                  .70%(2)            .15%                  .85%(1)
Portfolio Partners MFS Value Equity Portfolio                     .65%               .25%                  .90%(1)
Portfolio Partners T. Rowe Price Growth Equity Portfolio          .60%               .15%                  .75%(1)
</TABLE>

(1) The Company has agreed to reimburse the Fund for expenses and/or waive its
    fees so that the aggregate expenses will not exceed this amount through
    April 30, 1999. Without such reimbursements or waivers, Total Annual Fund
    Expenses are estimated to be as follows: 1.00% for the Scudder International
    Growth Portfolio; .87% for the MFS Emerging Equities Portfolio; .92% for the
    MFS Research Growth Portfolio; .90% for the MFS Value Equity Portfolio; and
    .79% for the T. Rowe Price Growth Equity Portfolio.
(2) The advisory fee is .70% of the first $500 million in assets and .65% on the
    excess.


Fee Table--3 The Hypothetical Illustrations (Example) in the Fee Table are
amended by deleting all information with respect to the Replaced Funds for
periods after November 26, 1997, and with respect to the Closed Fund after
the Closing Date and adding the following:


<TABLE>
<CAPTION>
                                                  EXAMPLE A                                         EXAMPLE B
                                   If you withdraw the entire Account Value at     If you do not withdraw the entire Account
                                   the end of the periods shown, you would pay     Value, or if you annuitize at the end of the
                                   the following expenses, including any           periods shown, you would pay the following
                                   applicable deferred sales charge:               expenses (no deferred sales charge is reflected):

                                   1 year     3 years     5 years     10 years     1 year       3 years       5 year       10 years
                                   ------     -------     -------     --------     ------       -------       ------       --------
<S>                                <C>        <C>         <C>         <C>          <C>          <C>           <C>          <C>
Portfolio Partners Scudder
International Growth Portfolio     $78        $136        $197        $298         $27          $82           $140         $298
Portfolio Partners MFS Emerging
Equities Portfolio                 $76        $131        $189        $281         $25          $77           $132         $281
Portfolio Partners MFS Research
Growth Portfolio                   $77        $132        $189        $283         $25          $78           $133         $283
Portfolio Partners MFS Value
Equity Portfolio                   $77        $133        $192        $288         $26          $79           $135         $288
Portfolio Partners T. Rowe Price
Growth Equity Portfolio            $76        $129        $185        $273         $24          $75           $128         $273
</TABLE>

The Examples above assume that a mortality and expense risk charge of 1.25% on
an annual basis, an administrative expense charge of 0.25% on an annual basis
and an annual maintenance fee of $30 are assessed. Example A assumes that a
deferred sales charge of 5% of the Account Value at the end of years 1, 3 and 5,
and 0% at the end of year 10, is assessed. (Charges under your particular
Contract may be lower. Please refer to Fee Table--1 of your Prospectus.)

<PAGE>

Prospectus, Page 1 

In the Section Investment Options, the Substitute Funds will take the place of
the Replaced Funds after the close of business of the New York Stock
Exchange on November 26, 1997. Any amounts allocated to the Replaced Funds
will automatically be allocated to the Substitute Funds after that date.
Information about the Closed Fund will be deleted after the Closing Date,
since it will not be eligible for the deposit of any new payments or
transfers from other Funds. The following will be added:

Portfolio Partners Scudder International Growth Portfolio seeks long-term growth
of capital primarily through a diversified portfolio of marketable foreign
equity securities.

Portfolio Partners MFS Emerging Equities Portfolio seeks long-term growth of
capital by investing primarily in common stocks issued by companies that its
subadviser believes are early in their life cycle but which have the potential
to become major enterprises (emerging growth companies).

Portfolio Partners MFS Research Growth Portfolio seeks long-term growth of
capital and future income by investing primarily in common stocks or securities
convertible into common stocks issued by companies that the subadviser believes
to possess better-than-average prospects for long-term growth, and, to a lesser
extent, in income-producing securities including bonds and preferred stock.

Portfolio Partners MFS Value Equity Portfolio seeks capital appreciation by
investing primarily in common stocks.

Portfolio Partners T. Rowe Price Growth Equity Portfolio seeks long-term growth
of capital and, secondarily, seeks to increase dividend income by investing
primarily in common stocks issued by a diversified group of well-established
growth companies.

Aetna Life Insurance and Annuity Company serves as the investment adviser to
each Portfolio. Scudder, Stevens & Clark, Inc. serves as the subadviser to the
Scudder International Growth Portfolio; Massachusetts Financial Services
Company serves as the subadviser to the MFS Emerging Equities, MFS Research
Growth and MFS Value Equity Portfolios; and T. Rowe Price Associates, Inc.
serves as the subadviser to the T. Rowe Price Growth Equity Portfolio.

Prospectus--"Transfer" Section
The Section in the prospectus discussing Transfers, is amended by adding the
following to the Subsections on Dollar Cost Averaging (if available):

Amounts being transferred into a Replaced Fund will automatically be transferred
into the Substitute Fund after November 26, 1997, unless you have been
dollar cost averaging between the Aetna Variable Encore Fund and the Janus
Aspen Short-Term Bond Portfolio (in either direction). In that event, or if
amounts are to be transferred into a Closed Fund, your Dollar Cost Averaging
will automatically terminate after November 26, 1997 even if the Closed Fund
has not closed because all participants have not redirected their
allocations to other investment options. To continue with Dollar Cost
Averaging after that date, you must select Funds from the then-current list
of available Funds.


XFUNDS-97


<PAGE>

                           VARIABLE ANNUITY ACCOUNT C
                           PART C - OTHER INFORMATION

Item 24.  Financial Statements and Exhibits

  (a) Financial Statements:

    (1)   Included in Part A:

          Condensed Financial Information

    (2)   Included in Part B:
          Financial Statements of Variable Annuity Account C:

          - Statement of Assets and Liabilities as of December 31, 1996

          - Statements of Operations and Changes in Net Assets for the years
            ended December 31, 1996 and 1995

          - Notes to Financial Statements

          - Independent Auditors' Report

          Financial Statements of the Depositor: 

          - Independent Auditors' Report

          - Consolidated Statements of Income for the years ended December 31,
            1996, 1995 and 1994 - Consolidated Balance Sheets as of December 31,
            1996 and 1995 - Consolidated Statements of Changes in Shareholder's
            Equity for the years ended December 31, 1996, 1995 and 1994

          - Consolidated Statements of Cash Flows for the years ended December
            31, 1996, 1995 and 1994

          - Notes to Consolidated Financial Statements

  (b) Exhibits

    (1)    Resolution of the Board of Directors of Aetna Life Insurance and 
           Annuity Company establishing Variable Annuity Account C(1) 

    (2)    Not applicable

    (3.1)  Form of Broker-Dealer Agreement(2)

    (3.2)  Alternative Form of Wholesaling Agreement and Related Selling
           Agreement(2)

    (4.1)  Form of Variable Annuity Contract (G-CDA-HF)(3)

    (4.2)  Form of Variable Annuity Contract (I-CDA-HD)(4)

    (4.3)  Form of Variable Annuity Contract (GIH-CDA-HB)(5)

    (4.4)  Form of Variable Annuity Contract (IMT-CDA-HO)(5)

    (4.5)  Form of Variable Annuity Contract (G-CDA-HD)(6)

    (4.6)  Form of Variable Annuity Contract (GIP-CDA-HB)

    (4.7)  Form of Endorsement (EGAAE-IO) to Contract GIH-CDA-HB(5)

    (4.8)  Form of Endorsement (EGISA-IA) to Contracts GIH-CDA-HB and 
           IMT-CDA-HO(5)
                            
    (4.9)  Form of Endorsement (EVPE-IC) to Contracts GIH-CDA-HB and
           IMT-CDA-HO(5)
                                                        
    (4.10) Form of Endorsement (EGE2MF5-IB) to Contract GIH-CDA-HB(5)
                                                   
<PAGE>
 
    (4.11) Form of Endorsement (EGAWA-HC) to Contracts GIH-CDA-HB and
           GIP-CDA-HB(5)
                                                            
    (4.12) Form of Endorsement (EGAWGU-HC) to Contracts GIH-CDA-HB and
           GIP-CDA-HB(5)
                                                               
    (4.13) Form of Endorsement (ETCI-IB) to Contracts GIH-CDA-HB, GIP-CDA-HB
           and IMT-CDA-HO(5)   

    (4.14) Form of Endorsement (EGP-MDRPM-96) to Contracts GIH-CDA-HB, 
           GIP-CDA-HB(5)

    (4.15) Form of Endorsement (EGP-MDRHF-96) to Contract G-CDA-HF(5) 

    (4.16) Form of Endorsement (EGP-MDRHD-96) to Contract G-CDA-HD(5)

    (4.17) Form of Endorsement (EIP-MDRHD-96) to Contract I-CDA-HD(5)

    (4.18) Form of Endorsement (EIP-MDRPM-96) to Contract IMT-CDA-HO(5)

    (4.19) Form of Endorsement (ESVB-HB) to Contracts IMT-CDA-HO and
           GIH-CDA-HB(5)
 
    (4.20) Form of Endorsement (EUSR-HC) to Contract IMT-CDA-HO(5)
  
    (4.21) Form of Endorsement (EGAWI-HC) to Contract IMT-CDA-HO(5)

    (4.22) Form of Endorsement (ERPH-HB) to Contract IMT-CDA-HO(5)

    (4.23) Form of Endorsement (EIECVT-HI) to Contract IMT-CDA-HO(5)

    (4.24) Form of Endorsement (ESF-GPHIMT-HD) to Contracts IMT-CDA-HO and
           GIH-CDA-HB(5)

    (4.25) Form of Endorsement (EEIMEDH-IB) to Contract IMT-CDA-HO(5)

    (4.26) Form of Endorsement (EEGEDP-IB) to Contract GIH-CDA-HB(5)

    (4.27) Form of Endorsement (EPUMF-IC) to Contract GIH-CDA-HB(5)

    (4.28) Form of Endorsement (EGECVT-HI) to Contract GIH-CDA-HB(5)

    (4.29) Form of Endorsement (ERPH-HB) to Contract GIH-CDA-HB(5)

    (4.30) Form of Endorsement (EEIMEDH-IB) to Contract GIH-CDA-HB(5)

    (4.31) Form of Endorsement (EPAMAR-HD) to Contracts GIH-CDA-HB and
           GIP-CDA-HB(5)
                                                
    (4.32) Form of Endorsement (EFUND97) to Contract IMT-CDA-HO(3)

    (5.1)  Form of Variable Annuity Contract Application (300-GPP-10)

    (5.2)  Form of Variable Annuity Contract Application (200-IMC-HG)(5)

    (6.1)  Certificate of Incorporation and By-Laws of Aetna Life Insurance and
           Annuity Company(7)


    (6.2)  Amendment of Certificate of Incorporation of Aetna Life Insurance and
           Annuity Company(4)
    
    (7)    Not applicable
      
    (8)    Not applicable
      
    (9)    Opinion and Consent of Counsel
               
    (10)   Consent of Independent Auditors
               
    (11)   Not applicable
                       
    (12)   Not applicable
                     
    (13)   Schedule for Computation of Performance Data(8)
     
    (14)   Not applicable
        

<PAGE>

    (15.1) Powers of Attorney(9)
         
    (15.2) Authorization for Signatures(2)
         
    (27)   Financial Data Schedule

1.  Incorporated by reference to Post-Effective Amendment No. 6 to Registration
    Statement on Form N-4 (File No. 33-75986), as filed electronically on April
    22, 1996.
     
2.  Incorporated by reference to Post-Effective Amendment No. 5 to Registration
    Statement on Form N-4 (File No. 33-75986), as filed electronically on April
    12, 1996.

3.  Incorporated by reference to Post-Effective Amendment No. 14 to Registration
    Statement on Form N-4 (File No. 33-75964), as filed electronically on July
    29, 1997.

4.  Incorporated by reference to Post-Effective Amendment No. 12 to Registration
    Statement on Form N-4 (File No. 33-75964), as filed electronically on
    February 11, 1997.

5.  Incorporated by reference to Post-Effective Amendment No. 6 to Registration
    Statement on Form N-4 (File No. 33-75980), as filed electronically on
    February 12, 1997.

6.  Incorporated by reference to Post-Effective Amendment No. 6 to Registration
    Statement on Form N-4 (File No. 33-75982), as filed electronically on April
    22, 1996.

7.  Incorporated by reference to Post-Effective Amendment No. 1 to Registration
    Statement on Form S-1 (File No. 33-60477), as filed electronically on April
    15, 1996.

8.  Incorporated by reference to Pre-Effective Amendment No. 1 to Registration
    Statement on Form N-4 (File No. 33-75990), as filed on April 25, 1994.

9.  Incorporated by reference to Post-Effective Amendment No. 8 to Registration
    Statement on Form S-6 (File No. 33-76004), as filed electronically on July
    14, 1997.

<PAGE>

Item 25. Directors and Officers of the Depositor

Name and Principal
Business Address*               Positions and Offices with Depositor
- ----------------                ------------------------------------
Daniel P. Kearney               Director and President

Timothy A. Holt                 Director, Senior Vice President and Chief
                                Financial Officer

Christopher J. Burns            Director and Senior Vice President

J. Scott Fox                    Director and Senior Vice President

John Y. Kim                     Director and Senior Vice President

Shaun P. Mathews                Director and Vice President

Glen Salow                      Director and Vice President

Deborah Koltenuk                Vice President and Treasurer, Corporate
                                Controller

Frederick D. Kelsven            Vice President and Chief Compliance Officer

Kirk P. Wickman                 Vice President, General Counsel and
                                Secretary

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

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

    Incorporated herein by reference to Item 25 of Post-Effective Amendment No.
22 to the Registration Statement on Form N-1A (File No. 33-41694), as filed
electronically on July 9, 1997.

Item 27.      Number of Contract Owners

    As of June 30, 1997, there were 615,817 individuals holding interests in
variable annuity contracts funded through Variable Annuity Account C.

<PAGE>

Item 28. Indemnification

Reference is hereby made to Section 33-771(f) of the Connecticut General
Statutes ("C.G.S.") regarding indemnification of directors and Section 33-776(4)
regarding indemnification of officers, employees and agents of Connecticut
corporations. These statutes provide in general that Connecticut corporations
incorporated prior to January 1, 1997 shall indemnify their officers, directors,
employees and agents against "liability" (defined as the obligation to pay a
judgment, settlement, penalty, fine, excise tax in the case of an employee
benefit plan or reasonable expenses incurred with respect to a proceeding). In
the case of a proceeding by or in the right of the corporation, indemnification
is limited to reasonable expenses incurred in connection with the proceeding
against the corporation to which the individual was named a party. The
corporation's obligation to provide such indemnification does not apply unless
(1) the individual has met the standard of conduct set forth in Section 33-771;
and (2) a determination is made (by majority vote of a quorum of the board of
directors who were not parties to the proceeding, or if a quorum cannot be
obtained, by a committee of the board selected as described in Section 33-
775(b)(2); by special legal counsel selected by the board of directors or
members thereof as described in Section 33-775(b)(3); by shareholders) that the
individual met the standard set forth in Section 33-771; or (3) the court, upon
application by the individual, determines in view of all the circumstances that
such person is reasonably entitled to be indemnified. Also, unless limited by
its Certificate of Incorporation, a corporation must indemnify an individual who
was wholly successful on the merits or otherwise against reasonable expenses
incurred by him in connection with a proceeding to which he was a party because
of his relationship as director, officer, employee or agent of the corporation.

The statute does specifically authorize a corporation to procure indemnification
insurance on behalf of an individual who is or was a director, officer, employer
or agent of the corporation. Consistent with the statute, Aetna Inc. has
procured insurance from Lloyd's of London and several major United States excess
insurers for its directors and officers and the directors and officers of its
subsidiaries, including the Depositor.

Item 29.      Principal Underwriter

  (a) In addition to serving as the principal underwriter and depositor for the
      Registrant, Aetna Life Insurance and Annuity Company (Aetna) also acts as
      the investment adviser for Aetna Series Fund, Inc. and the principal
      underwriter and investment adviser for Portfolio Partners, Inc., Aetna
      Variable Encore Fund, Aetna Variable Fund, Aetna Generation Portfolios,
      Inc., Aetna Income Shares, Aetna Investment Advisers Fund, Inc., Aetna GET
      Fund, and Aetna Variable Portfolios, Inc. (all management investment
      companies registered under the Investment Company Act of 1940 (1940 Act)).
      Additionally, Aetna acts as the principal underwriter and depositor for
      Variable Life Account B of Aetna, Variable Annuity Account B of Aetna and
      Variable Annuity Account G of Aetna (separate accounts of Aetna registered
      as unit investment trusts under the 1940 Act). Aetna is also the principal
      underwriter for Variable Annuity Account I of Aetna Insurance Company of
      America (AICA) (a separate account of AICA registered as a unit investment
      trust under the 1940 Act).

<PAGE>

  (b) See Item 25 regarding the Depositor.

  (c) Compensation as of December 31, 1996:

<TABLE>
<CAPTION>
    (1)                    (2)                   (3)                  (4)                (5)

Name of              Net Underwriting       Compensation
Principal            Discounts and          on Redemption          Brokerage
Underwriter          Commissions            or Annuitization       Commissions       Compensation*
- -----------          ----------------       ----------------       -----------       ------------
<S>                                         <C>                                       <C>
Aetna Life                                  $1,325,661                                $96,924,599
Insurance and
Annuity
Company
</TABLE>

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

Item 30. Location of Accounts and Records

    All accounts, books and other documents required to be maintained by Section
31(a) of the 1940 Act and the rules under it relating to the securities
described in and issued under this Registration Statement are located at the
home office of the Depositor as follows:

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

Item 31. Management Services

Not applicable

Item 32. Undertakings

    Registrant hereby undertakes:

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

<PAGE>

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

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

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

(e) Aetna Life Insurance and Annuity Company represents that the fees and
    charges deducted under the contracts covered by this registration statement,
    in the aggregate, are reasonable in relation to the services rendered, the
    expenses expected to be incurred, and the risks assumed by the insurance
    company.

<PAGE>

                                   SIGNATURES

    As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant, Variable Annuity Account C of Aetna Life Insurance and
Annuity Company, certifies that it meets the requirements of Securities Act Rule
485(b) for effectiveness of this Post-Effective Amendment No. 8 to its
Registration Statement on Form N-4 (File No. 33-75980) and has caused this
Post-Effective Amendment No. 8 to its Registration Statement on Form N-4 (File
No. 33-75980) to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Hartford, State of Connecticut, on the 19th day of
August, 1997.

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

                                By: AETNA LIFE INSURANCE AND 
                                    ANNUITY COMPANY
                                     (Depositor)

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


    As required by the Securities Act of 1933, this Post-Effective Amendment No.
8 to the Registration Statement on Form N-4 (File No. 33-75980) has been signed
by the following persons in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signature                  Title                                       Date
- ---------                  -----                                       ----
<S>                        <C>                                         <C>
Daniel P. Kearney*         Director and President                      )
- ----------------------
Daniel P. Kearney         (principal executive officer)                )
                                                                       )

Timothy A. Holt*           Director, Senior Vice President and         )     August
- ----------------------
Timothy A. Holt            Chief Financial Officer                     )     19, 1997

                                                                       )
Christopher J. Burns*      Director                                    )
- ----------------------
Christopher J. Burns                                                   )

                                                                       )
J. Scott Fox*              Director                                    )
- ----------------------
J. Scott Fox                                                           )
                                                                       )
John Y. Kim*               Director                                    )
- ----------------------
John Y. Kim                                                            )

<PAGE>

Shaun P. Mathews*          Director                                             )
- -----------------------
Shaun P. Mathews                                                                )
                                                                                )
Glen Salow*                Director                                             )
- -----------------------
Glen Salow                                                                      )
                                                                                )
Deborah Koltenuk*          Vice President and Treasurer, Corporate Controller   )
- ------------------------
Deborah Koltenuk                                                                )

By: /s/ Julie E. Rockmore
    --------------------
    Julie E. Rockmore
    *Attorney-in-Fact
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                           VARIABLE ANNUITY ACCOUNT C
                                  EXHIBIT INDEX

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

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

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

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

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

 99-B.4.3      Form of Variable Annuity Contract (GIH-CDA-HB)                          *
    
 99-B.4.4      Form of Variable Annuity Contract (IMT-CDA-HO)                          *

 99-B.4.5      Form of Variable Annuity Contract (G-CDA-HD)                            *

 99-B.4.6      Form of Variable Annuity Contract (GIP-CDA-HB)
                                                                                    -------

 99-B.4.7      Form of Endorsement (EGAAE-IO) to Contract GIH-CDA-HB                   *

 99-B.4.8      Form of Endorsement (EGISA-IA) to Contracts GIH-CDA-HB                  *
               and IMT-CDA-HO

 99-B.4.9      Form of Endorsement (EVPE-IC) to Contracts GIH-CDA-HB                   *
               and IMT-CDA-HO

 99-B.4.10     Form of Endorsement (EGE2MF5-IB) to Contract                            *
               GIH-CDA-HB

 99-B.4.11     Form of Endorsement (EGAWA-HC) to Contract GIH-CDA-HB                   *

 99-B.4.12     Form of Endorsement (EGAWGU-HC) to Contracts                            *
               GIH-CDA-HB and GIP-CDA-HB

*Incorporated by reference
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
Exhibit No.   Exhibit                                                              Page
- ----------    -------                                                              ----
<S>           <C>                                                                  <C>
  99-B.4.13   Form of Endorsement (ETCI-IB) to Contracts GIH-CDA-HB,               *
              GIP-CDA-HB and IMT-CDA-HO

  99-B.4.14   Form of Endorsement (EGP-MDRPM-96) to Contracts                      *
              GIH-CDA-HB and GIP-CDA-HB

  99-B.4.15   Form of Endorsement (EGP-MDRHF-96) to Contract                       *
              G-CDA-HF

  99-B.4.16   Form of Endorsement (EGP-MDRHD-96) to Contract                       *
              G-CDA-HD

  99-B.4.17   Form of Endorsement (EIP-MDRHD-96) to Contract                       *
              I-CDA-HD

  99-B.4.18   Form of Endorsement (EIP-MDRPM-96) to Contract                       *
              IMT-CDA-HO

  99-B.4.19   Form of Endorsement (ESVB-HB) to Contracts IMT-CDA-HO                *
              and GIH-CDA-HB

  99-B.4.20   Form of Endorsement (EUSR-HC) to Contract IMT-CDA-HO                 *

  99-B.4.21   Form of Endorsement (EGAWI-HC) to Contract IMT-CDA-HO                *

  99-B.4.22   Form of Endorsement (ERPH-HB) to Contract IMT-CDA-HO                 *

  99-B.4.23   Form of Endorsement (EIECVT-HI) to Contract IMT-CDA-HO               *

  99-B.4.24   Form of Endorsement (ESF-GPHIMT-HD) to Contracts                     *
              IMT-CDA-HO and GIH-CDA-HB

  99-B.4.25   Form of Endorsement (EEIMEDH-IB) to Contract                         *
              IMT-CDA-HO

  99-B.4.26   Form of Endorsement (EEGEDP-IB) to Contract GIH-CDA-HB               *

  99-B.4.27   Form of Endorsement (EPUMF-IC) to Contract GIH-CDA-HB                *

* Incorporated by reference
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
Exhibit No.   Exhibit                                                                Page
- ----------    -------                                                                ----
<S>           <C>                                                                    <C>
  99-B.4.28   Form of Endorsement (EGECVT-HI) to Contract GIH-CDA-HB                   *

  99-B.4.29   Form of Endorsement (ERPH-HB) to Contract GIH-CDA-HB                     *

  99-B.4.30   Form of Endorsement (EEIMEDH-IB) to Contract                             *
              GIH-CDA-HB

  99-B.4.31   Form of Endorsement (EPAMAR-HD) to Contracts                             *
              GIH-CDA-HB and GIP-CDA-HB

  99-B.4.32   Form of Endorsement (EFUND97) to Contract IMT-CDA-HO                     *

  99-B.5.1    Form of Variable Annuity Contract Application (300-GPP-10)           ---------

  99-B.5.2    Form of Variable Annuity Contract Application (200-IMC-HG)               *

  99-B.6.1    Certificate of Incorporation and By-Laws of Depositor                    *

  99-B.6.2    Amendment of Certificate of Incorporation of Depositor                   *

  99-B.9      Opinion and Consent of Counsel                                       ---------

  99-B.10     Consent of Independent Auditors                                      ---------

  99-B.13     Schedule for Computation of Performance Data                             *

  99-B.15.1   Power of Attorney                                                        *

  99-B.15.2   Authorization for Signatures                                             *

  27          Financial Data Schedule                                              ---------

* Incorporated by reference
</TABLE>


                    Aetna Life Insurance and Annuity Company
                        Home Office: 151 FARMINGTON AVE.
                           HARTFORD, CONNECTICUT 06156
                                 (203) 273-0123

                               Herein called Aetna

Agrees to pay benefits as stated in this Contract.








DETAILS OF VARIABLE FEATURES OF THIS CONTRACT ARE IN PARTS III AND IV.

THIS CONTRACT MAY NOT BE SUITABLE IF ONLY ONE (1) LARGE DEPOSIT IS MADE.

                                 RIGHT TO CANCEL

The Owner may cancel this Contract within 10 days of receiving it, by sending a
written notice to Aetna at the above address or to the agent from whom it was
purchased. Aetna will return all payments made for this Contract within 7 days
after it receives the notice of cancellation and this Contract.

This page, following pages, and the application, make up the entire Contract.

Signed at Hartford, Connecticut on the Effective Date.


/s/ Stephen B. Middlebrook                             /s/ William O. Bailey
Secretary                                              President

             GROUP VARIABLE OR FIXED DEPOSIT ADMINISTRATION CONTRACT
                                NON-PARTICIPATING

               ALL PAYMENTS AND VALUES PROVIDED BY THIS CONTRACT,
           WHEN BASED ON INVESTMENT EXPERIENCE OF A SEPARATE ACCOUNT,
         ARE VARIABLE AND ARE NOT GUARANTEED AS TO FIXED DOLLAR AMOUNT.



GIP-CDA-HB

<PAGE>
                                 SPECIFICATIONS


PLAN

OWNER

GROUP CONTRACT NO.

EFFECTIVE DATE


THIS CONTRACT IS DELIVERED IN
AND IS SUBJECT TO THE LAWS OF THAT JURISDICTION


Deduction from Deposit(s) - The amount of the Net Deposit(s) applied to this
Contract will be the deposit(s) received by Aetna minus a deduction for premium
taxes, if any. (See section 3.01.)

Guaranteed Interest Rate - There is a guaranteed interest rate for amounts held
in the General Account. Aetna may add interest daily at any higher rate. (See
sections 3.04 and 4.01.)

Surrender Fee - There will be a charge deducted for early surrender. (See
section 3.13.)

Deductions From The Separate Account And The Funds - Total deductions equal 1.5%
on an annual basis. Once Annuity payments begin, if the dollar amount of the
Variable Annuity payments is not to decrease Aetna must earn a gross return on
the assets of the Separate Account of: (a) 5% on an annual basis if an assumed
net return rate of 3.5% is chosen; or (b) 6.5% on an annual basis if an assumed
net return rate of 5% is chosen.

This Contract is a legal contract between the Owner and Aetna.

READ THIS CONTRACT CAREFULLY. This Contract sets forth, in detail, all of the
rights and obligations of both you and Aetna. IT IS THEREFORE IMPORTANT THAT YOU
READ THIS CONTRACT CAREFULLY.


GIP-CDA-HB

<PAGE>
                                TABLE OF CONTENTS
                                                                           Page
                             I. GENERAL DEFINITIONS
   1.01 Annuitant.........................................................  5
   1.02 Annuity...........................................................  5
   1.03 Contract Year.....................................................  5
   1.04 Fixed Annuity.....................................................  5
   1.05 Fund(s)...........................................................  5
   1.06 General Account...................................................  5
   1.07 Participant.......................................................  5
   1.08 Plan..............................................................  5
   1.09 Separate Accounts.................................................  5
   1.10 Valuation Period..................................................  5
   1.11 Variable Annuity..................................................  5
                             II. GENERAL PROVISIONS
   2.01 Contract, Change of Contract......................................  6
   2.02 Incontestability..................................................  6
   2.03 Control of Contract and Individual Accounts.......................  6
   2.04 Payments..........................................................  6
   2.05 Individual Certificates...........................................  6
   2.06 Designation of Beneficiary........................................  7
   2.07 Misstatements and Adjustments.....................................  7
   2.08 State Laws........................................................  7
   2.09 Replacement of Fund(s)............................................  7
   2.10 Grace Period......................................................  7
   2.11 Non-Participating Contract........................................  7
                 III. DEPOSIT, RESERVE, AND SURRENDER PROVISIONS
   3.01 Net Deposit(s)....................................................  8
   3.02 Allocated Contract - Individual Accounts..........................  8
   3.03 Unallocated Contract..............................................  8
   3.04 Guaranteed Interest Rate - General Account........................  9
   3.05 Record Units - Separate Account...................................  9
   3.06 Investment Increment Factors - Separate Account...................  9
   3.07 Record Unit Value - Separate Account..............................  9
   3.08 Contract Reserve.................................................. 10
   3.09 Active Life Fund.................................................. 10
   3.10 Transfer of Contract Reserves..................................... 10
   3.11 Notice to the Owner............................................... 10
   3.12 Sum Payable at Death (Before Annuity Payments Start).............. 11
   3.13 Surrender Value................................................... 11
                             IV. ANNUITY PROVISIONS
   4.01 Choices to be Made................................................ 13
   4.02 Special Terms Under Annuity Options............................... 13
   4.03 Other Terms of Annuity Options.................................... 13
   4.04 Death of Annuitant/Beneficiary.................................... 14
   4.05 Fund(s) Annuity Units - Separate Account.......................... 14
   4.06 Fund(s) Annuity Unit Value - Separate Account..................... 14
   4.07 Annuity Options................................................... 15

                                       3
GIP-CDA-HB

<PAGE>

GIP-CDA-HB

                                       4
<PAGE>



                             I. GENERAL DEFINITIONS

1.01   ANNUITANT - A Participant or beneficiary on whose life an Annuity has
       been effected under this Contract.

1.02   ANNUITY - Payment of an income:

       (a)  for the life of one or two people;

       (b)  for a stated period, or amount; or

       (c)  for some mix of (a) and (b).

1.03   CONTRACT YEAR - A period of 12 months beginning on the Effective Date or
       any anniversary of the Effective Date.

1.04   FIXED ANNUITY - An Annuity of a fixed dollar amount paid from the General
       Account.

1.05   FUND(S) - The open-end management investment companies (mutual funds)
       registered under the Investment Company Act of 1940 and made available
       by Aetna.

1.06   GENERAL ACCOUNT - The Account which holds the assets of Aetna, other than
       those assets of Aetna in the Separate Accounts. Reserves for a Fixed
       Annuity are held in the General Account.

1.07   PARTICIPANT - A person for whom benefits are being funded under this
       Contract.

1.08   PLAN - The employee benefit plan identified on the Specifications page.
       The term includes all written documents describing the Plan. The Plan is
       not a part of this Contract. Aetna is not bound by terms of the Plan.

1.09   SEPARATE ACCOUNTS - Accounts set up by Aetna under the Connecticut
       Insurance Laws. Assets for this class of variable contracts are set apart
       from other assets of Aetna. Reserves for a Variable Annuity are held in a
       Separate Account and invested in shares of Fund(s).

1.10   VALUATION PERIOD - The period of time from the end of one business day to
       the end of the next business day.

1.11   VARIABLE ANNUITY - An Annuity of a varying dollar amount paid from the
       Separate Account.

                                        5
GIP-CDA-HB

<PAGE>

                             II. GENERAL PROVISIONS

2.01   Contract, Change of Contract

       This Contract constitutes the entire legal relationship between Aetna and
       the Owner. Only an authorized Officer of Aetna may change any of the
       terms of this Contract. Aetna will notify the Owner in writing 30 days in
       advance of the effective date of any change. Any change will not affect
       the amount or terms of any Annuity which begins prior to such change. Any
       change below will only apply to deposits made on behalf of Participants
       who become covered under this Contract on or after the effective date of
       such change.

       Any change that affects the Annuity Options, and the Tables for such
       Options, can only be made:

       (a)  no earlier than 12 months after the Effective Date of this Contract;
            and 
       (b)  no earlier than 12 months after the effective date of any such
            prior change.

       Change can be made at any time that affect the following provisions of
       this Contract:

       (a)  Net Deposit(s);                  (d)  Investment Increment Factors;
       (b)  Guaranteed Interest Rate;        (e)  Surrender Value;
       (c)  Contract Reserve;                (f)  Fund(s) Annuity Unit Value

       Any new Participants to be covered under this Contract on or after the
       effective date of any change will be subject to such change. This
       Contract is subject to change as required by federal or state law.

2.02   Incontestability

       Aetna cannot cancel this Contract because of any error of fact on the
       application.

2.03   Control of Contract and Individual Accounts

       All rights in this Contract rest with the Owner. The Contract Owner is
       entitled to all amounts held in the Active Life Fund (see section 3.09).
       The Owner is entitled to make any choices allowed by this Contract with
       respect to Individual Accounts. Any choices under this Contract by the
       Owner, Annuitant or beneficiary must be in writing. Until receipt of such
       choices in the Home Office of Aetna, Aetna may rely on any previous
       choices made. This Contract, and any Individual Accounts, are not subject
       to the claims of any creditors except to the extent permitted by law.

2.04   Payments

       Aetna will make Annuity payments as and when due. Any other payments will
       be made by Aetna within 7 days of receipt of the written claim for
       payment, except as otherwise provided in section 3.13.

2.05   Individual Certificates

                                       6
GIP-CDA-HB

<PAGE>

       Aetna will issue certificates for each Participant as required by the
       state in which this Contract is delivered. The certificate will contain a
       summary of the benefits provided by this Contract. Certificates are for
       information only and are not a part of this Contract.

2.06   Designation of Beneficiary

       The beneficiary for each Participant shall be as named, or later changed,
       by the Owner.

2.07   Misstatements and Adjustments

       If the age, sex, or any other relevant fact of any payee is found to be
       misstated, the correct facts will be used to adjust payments.

2.08   State Laws

       This Contract complies with the laws of the state in which it is
       delivered. Any cash, death or Annuity payments are equal to or greater
       than the minimum required by such law. Annuity tables for legal reserve
       valuation shall be as required by state law and may be different from the
       annuity tables used to determine annuity payments.

2.09   Replacement of Fund(s)

       Aetna, or the Separate Account(s) and the Fund(s), may:

       (a)   change the Fund(s) - which may be invested in by the Separate
             Account(s); and
       (b)   replace the shares of any Fund(s) held in the Separate Account(s)
             with shares of any other Fund(s).

       Such change or replacement must be:

       (1)  approved by a majority vote of persons having an interest in the
            Separate Account(s) and the Fund(s); or
       (2)  deemed necessary by Aetna under the Investment Company Act of 1940;
            or
       (3)  deemed necessary by Aetna to accomplish the purpose of the
            Separate Account(s).

       Aetna will notify the Owner of any such change or replacement.

2.10   Grace Period

       This Contract will remain in effect even if deposits are not continued.

2.11   Non-Participating Contract

       The Owner, Participants, or beneficiaries will not have a right to share
       in the earnings of Aetna.

                                       7
GIP-CDA-HB

<PAGE>

                 III. DEPOSIT, RESERVE, AND SURRENDER PROVISIONS


3.01   Net Deposit(s)

       The Net Deposit is the actual deposit minus an amount required to pay
       premium taxes, if any. As a rule, Aetna will deduct the charge for
       premium taxes at the time Annuity benefits are purchased (see section
       4.01) rather than when deposits are received. If Aetna determines that it
       must pay a premium tax at any other time, it will deduct the charge from
       the Active Life Fund (see section 3.09) at that time.

3.02   Allocated Contract - Individual Accounts

       This section applies if the Plan is:

       (a)  a defined contribution plan (as defined in section 414(i) of the
            Internal Revenue Code); or

       (b)  an insurance contract plan (as defined in section 412(i) of the
            Internal Revenue Code).

       Aetna will maintain two Individual Accounts for each Participant. A
       Participant's Individual Account for crediting employee deposits and an
       Individual Plan Account for crediting employer deposits.

       On the basis of information supplied by the Owner, Aetna will credit the
       Net Deposit(s) to such Accounts in either:

       (a)  the General Account;

       (b)  the Separate Account where they will be allocated to the Fund(s) as
       directed by the Owner; or

       (c)  a mix of (a) or (b).

3.03   Unallocated Contract

       This section applies if the Plan is not one described in section 3.02.
       Aetna will maintain a Participant's Individual Account for each
       Participant into which Net Deposits resulting from employee deposits will
       be credited. All other Net Deposits will be held in a single, unallocated
       Plan Account in the name of the Owner.

       On the basis of information supplied by the Owner, Aetna will credit the
       Net Deposit(s) to such Accounts in either:

       (a)  the General Account;

       (b)  the Separate Account where they will be allocated to the Fund(s) as
            directed by the Owner; or

       (c)  a mix of (a) or (b).

                                       8
GIP-CDA-HB

<PAGE>

3.04   Guaranteed Interest Rate - General Account

       On Net Deposit(s) made to the General Account, Aetna will add interest
       daily at an annual rate no less than 4%. Aetna may add interest daily at
       any higher rate determined prospectively by its Board of Directors. This
       Guarantee does not apply to any amounts applied to the payment of an
       Annuity. (See section 4.01 for a description of any interest guarantee
       applying to Annuities.)

3.05   Record Units - Separate Account

       The portion of the Net Deposit(s) applied to the Separate Account Fund(s)
       will determine the number of Record Units. This number is equal to the
       Net Deposit(s) divided by the Record Unit Value (see 3.07) for the
       Valuation Period when the Net Deposit is received.

3.06   Investment Increment Factors - Separate Account

       Investment Increment Factors are those items used to determine a Fund's
       net return factor for each Valuation Period. The net return factor(s) are
       then used to compute all Separate Account values and payments.

       The gross return is equal to:

       (a)  investment income; plus

       (b)  realized and unrealized capital gains; minus

       (c)  realized and unrealized capital losses; minus

       (d)  certain investment expenses; and minus

       (e)  a daily charge at an annual rate of .25% for investment management
            expense.

       The gross return is divided by the net assets of the Fund at the start of
       the Valuation Period to compute the gross return rate. A gross return
       rate may be more or less than 0. The net return rate is equal to:

       (a)  the gross return rate; plus or minus

       (b)  taxes (or charges to a tax reserve) on the Separate Account; and
            minus

       (c)  a daily charge at an annual rate of 1.25% for annuity mortality and
            expense risks and profit.

       A net return rate may be more or less than 0.

       The net return factor for each Fund is equal to the net return rate plus
       1.000000.

3.07   Record Unit Value - Separate Account

       The Record Unit Value for each Separate Account Fund is computed by
       multiplying the net return factor for the current Valuation Period by the
       Record Unit Value for the previous Period. The dollar value of

                                       9
GIP-CDA-HB

<PAGE>

       Record Units, Separate Account Reserves, and Variable Annuity payments
       may go up or down due to investment gain or loss.

3.08   Contract Reserve

       The Contract Reserve is equal to:

       (a)  Net Deposit(s) credited to the General Account (if any); plus

       (b)  General Account interest added by Aetna; plus

       (c)  the value of Separate Account Record Units (if any); minus

       (d)  a charge of $30 for each Participant on each anniversary of the
            Effective Date when the Plan is one described in section 3.02 (a);
            or

       (e)  a charge determined as $30 times the number of Participants on the
            Effective Date made on each anniversary of the Effective Date when
            the plan is one described in section 3.03; minus

       (f)  any amounts previously surrendered.

3.09   Active Life Fund

       The Active Life Fund is the total Contract Reserve, minus those amounts
       applied to the payment of Annuities under Part IV of this Contract.

3.10   Transfer of Contract Reserves

       The Owner may transfer any portion of the Contract Reserves from any Fund
       to any other Fund or to the General Account. Reserves cannot be
       transferred from the General Account to any of the Funds. A transfer of
       Reserves cannot be made within 90 days of a previous transfer.

3.11   Notice to the Owner

       Aetna will notify the Owner each year of:

       (a)  the investments held in the Fund(s) for the Separate Account; and

       (b)  the number of record units; or

       (c)  the number of annuity units; and

       (d)  the value of a unit.

       Such number or values will be as of a date no more than 60 days before
       the date of the notice.

3.12   Sum Payable at Death (Before Annuity Payments Start)

                                       10
GIP-CDA-HB

<PAGE>

       Aetna will pay to the beneficiary the value of the Participant's
       Individual Account if:

       (a)  the participant dies before Annuity payments start; and

       (b)  the notice of death is received by Aetna.

       The sum paid will be that portion of the Contract Reserve held in the
       Participant's Individual Account on the date when the notice is received.
       Any additional amounts payable to the beneficiary will be as provided in
       the Plan. The beneficiary may choose to apply any sum payable at death
       under Annuity Options (see section 4.07). If no beneficiary is living at
       the death of the Participant, payment of any amount due will be made to
       the Owner.

3.13   Surrender Value

       The amount paid by Aetna upon the surrender of all or any portion of the
       Active Life Fund shall be reduced by a surrender fee. The surrender fee
       will be a percentage of the amount surrendered and will vary according to
       the number of Deposit Cycles completed. The number and amount of deposits
       to be made in a year is chosen by the Owner. A Deposit Cycle is completed
       when this number or amount of deposits has been made. The number of
       completed Deposit Cycles may not be greater than the whole years since
       the Effective Date. For each surrender from the Active Life Fund, the fee
       will be as follows;

       Number of Deposit Cycles Completed              Fee

       Less than 5                                     5%
       5 or more but less than 7                       4%
       7 or more but less than 9                       3%
       9 or more                                       2%

       No surrender fee is deducted when any portion of the Active Life Fund is
       paid:

       (a)  at the death of a Participant before annuity payments start; or

       (b)  as a premium for an annuity for a Participant.

       Aetna reserves the right to liquidate any surrender value with accrued
       interest in installments over a period not to exceed 60 months when the
       value of the Active Life Fund held in the General Account exceeds
       $500,000 and the Owner chooses to surrender:

       (a) such value; or

       (b) any portion in excess of 20% of such value within a 12-month period.

       Under certain emergency conditions, Aetna has the right to defer payment
       of any surrender value:

       (a) for a period of up to 6 months (unless prohibited by state law); and

       (b) as provided by federal law.

                                       11
GIP-CDA-HB

<PAGE>

                             IV. ANNUITY PROVISIONS

4.01   Choices to be Made

       The Owner may tell Aetna to pay over any portion of the Contract Reserve
       (minus any charges for premium taxes) as a premium for an Annuity under
       Options 2, 3, 4, and 5 (see 4.07). The first Annuity payment must
       generally be made no later than the first day of the month following the
       Annuitant's 75th birthday. The Owner may tell Aetna to make the first
       Annuity payment on the first day of any prior month.

       When any option is chosen, the Owner or beneficiary choosing the option
       must tell Aetna if payments are to be made other than monthly. They must
       also tell Aetna to pay:

       (a)  a Fixed Annuity;

       (b)  a Variable Annuity using any of the Fund(s) made available by Aetna;
            or

       (c) any mix of these.

       When choosing a Fixed Annuity, Aetna will add interest daily at an annual
       rate no less than 3.5%. Aetna may add interest daily at any higher rate.

       When choosing a Variable Annuity, an assumed net return rate of 5% per
       year may be chosen. If not chosen, Aetna will use an assumed net return
       rate of 3.5% per year.

4.02   Special Terms Under Annuity Options

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

       (b)  The present value of the payments to the Annuitant when payments
            start shall be more than 50% of the present value of the payments
            to be made to all payees; this restriction does not apply if Option
            5 is chosen and the second Annuitant is the spouse of the Annuitant.

4.03   Other Terms of Annuity Options

       No choice of any Annuity Option may be made if the first payment would be
       less than $20 or if the total payments in a year would be less than $100.

       Age, where used in the above tables, means age nearest birthday on the
       date of the first payment. The tables for Options 4 and 5 use the Annuity
       table for 1949 with:

       (a)  a 1 year age reduction for males; and

       (b)  a 6 year age reduction for females.

       If Fixed Annuity Options 3, 4, or 5 are chosen and a larger payment would
       result from applying the surrender value to a current Aetna single
       premium annuity, Aetna will make the larger payment.

                                       12
GIP-CDA-HB

<PAGE>

4.04   Death of Annuitant/Beneficiary

       When an Annuitant dies while payments are being made under an Annuity
       Option, payments will be continued to the beneficiary as provided by the
       option. If no beneficiary is living, the present value of any remaining
       payments will be paid in one sum to the estate of the Annuitant. The
       present value will assume the then current commutation rate used by
       Aetna.

       When a beneficiary dies while a sum is held at interest, the amount held
       will be paid in one sum to the estate of the beneficiary. When a
       beneficiary dies while payments are being made under an Annuity Option,
       the present value of any remaining payments will be paid in one sum to
       the estate of the beneficiary. The present value will assume the then
       current commutation rate used by Aetna.

4.05   Fund(s) Annuity Units - Separate Account

       The amount of the first Variable Annuity payment will be equal to:

       (a)  the portion of the Contract Reserve (minus any charges for premium
            taxes) to be used to pay a Variable Annuity using the Fund(s); times

       (b)  the rate for each $1,000 for the Option chosen.

       Such amount, or portion, of the payment using a Fund will be divided by
       the Fund(s) Annuity Unit Value (see 4.03) on the due date of the first
       payment to determine the number of the Fund(s) Annuity Units.

       Such number of the Fund(s) Annuity Units remains fixed. Each future
       payment is equal to such number times the Fund(s) Annuity Unit Value on
       the due date of each payment.

4.06   Fund(s) Annuity Unit Value - Separate Account

       For any Valuation Period the Fund(s) Annuity Unit Value is equal to:

       (a)  the Value for the next previous Period; times

       (b)  the net return factor(s) (see section 3.06) for the tenth previous
            Period; times

       (c) a factor to reflect the assumed net return rate.

       The factor for 3.5% per year is .9999058; for 5% per year it is .9998663.

       The dollar amount of Annuity Units, values, and payments may go up or
       down due to investment gain or loss.

       Payments shall not be changed due to mortality or expense results.

4.07   Annuity Options

                                       13
GIP-CDA-HB

<PAGE>

       Option 1 - Payment of Interest on Sum Left With Aetna - This option may
       be used only by the beneficiary when the death of the Participant is
       before Aetna has started paying an Annuity. A portion or all of the sum
       due may be held in the General Account of Aetna at an annual interest
       rate of 3 1/2%. Aetna may add interest daily at any higher rate. The
       beneficiary may later tell Aetna to:

       (a)  pay a portion, or all, of the sum held by Aetna; or

       (b)  apply a portion, or all, of the sum held by Aetna under any of the
            Annuity Options below.

       Option 2 - Payments of a Stated Dollar Amount - An Annuity of a chosen
       amount will be paid until there are no funds left. The payments to be
       made in a year must be no less than $60 for each $1,000 applied to this
       Option, but cannot exceed an amount which would deplete the funds in less
       than 3 years.

                                       14
GIP-CDA-HB

<PAGE>

Option 3 - Payments for a Stated Period of Time - An Annuity will be paid for
the number of years chosen. The number of years must be no less than 3 and no
more than 30.

                 AMOUNT OF FIRST MONTHLY PAYMENT FOR EACH $1,000
                 AFTER DEDUCTION OF ANY CHARGE FOR PREMIUM TAXES

      Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.5%; and
        Rates for a Variable Annuity with Assumed Net Return Rate of 3.5%

                          PAYMENTS FOR A STATED PERIOD
<TABLE>
<CAPTION>
  Years of       Amount of         Years of       Amount of        Years of         Amount of
  Payments       Payments          Payments       Payments         Payments         Payments
  --------       ---------         --------       ---------        --------         ---------
     <S>          <C>                <C>           <C>               <C>             <C>  
     3            $29.19             13            $7.94             22              $5.39
     4             22.27             14             7.49             23               5.24
     5             18.12             15             7.10             24               5.09
     6             15.35             16             6.76             25               4.96
     7             13.38             17             6.47             26               4.84
     8             11.90             18             6.20             27               4.73
     9             10.75             19             5.97             28               4.63
     10             9.83             20             5.75             29               4.53
     11             9.09             21             5.56             30               4.45
     12             8.46
</TABLE>

         Rates for a Variable Annuity with Assumed Net Return Rate of 5%

                          PAYMENTS FOR A STATED PERIOD


<TABLE>
<CAPTION>
  Years of       Amount of         Years of       Amount of        Years of         Amount of
  Payments       Payments          Payments       Payments         Payments         Payments
  --------       ---------         --------       ---------        --------         ---------
     <S>          <C>                 <C>            <C>              <C>            <C>  
     3            $29.80              13             $8.64            22             $6.17
     4             22.89              14              8.20            23              6.02
     5             18.74              15              7.82            24              5.88
     6             15.99              16              7.49            25              5.76
     7             14.02              17              7.20            26              5.65
     8             12.56              18              6.94            27              5.54
     9             11.42              19              6.71            28              5.45
     10            10.51              20              6.51            29              5.36
     11             9.77              21              6.33            30              5.28
     12             9.16
</TABLE>

                                       15
GIP-CDA-HB

<PAGE>

Option 4 - Life Income - An Annuity will be paid for life. Payments may be made
for a minimum stated period, if chosen, of 60, 120, 180 or 240 months. If the
Annuitant dies before the end of such stated period, payments will be made to
the beneficiary for the rest of the stated period.

                 AMOUNT OF FIRST MONTHLY PAYMENT FOR EACH $1,000
                 AFTER DEDUCTION OF ANY CHARGE FOR PREMIUM TAXES

      Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.5%; and
        Rates for a Variable Annuity with Assumed Net Return Rate of 3.5%


                                LIFE INCOME WITH
<TABLE>
<CAPTION>
               Age of                                    Payments Guaranteed for a Stated Period of Months:
             Annuitant

       Male               Female         None                 60                 120                 180                  240
       ----               ------         ----                ----               -----               -----                -----
        <S>                 <C>         <C>                 <C>                 <C>                 <C>                  <C>  
        50                  55          $ 4.98              $4.96               $4.89               $4.77                $4.62
        51                  56            5.08               5.05                4.98                4.85                 4.68
        52                  57            5.18               5.16                5.07                4.93                 4.74
        53                  58            5.30               5.26                5.17                5.01                 4.80
        54                  59            5.41               5.38                5.27                5.09                 4.86

        55                  60            5.54               5.49                5.37                5.17                 4.92
        56                  61            5.67               5.62                5.48                5.26                 4.98
        57                  62            5.80               5.75                5.59                5.35                 5.04
        58                  63            5.95               5.89                5.71                5.44                 5.10
        59                  64            6.10               6.03                5.83                5.53                 5.16

        60                  65            6.27               6.19                5.96                5.62                 5.22
        61                  66            6.44               6.35                6.09                5.72                 5.27
        62                  67            6.63               6.52                6.23                5.81                 5.33
        63                  68            6.82               6.71                6.38                5.91                 5.38
        64                  69            7.04               6.90                6.53                6.00                 5.43

        65                  70            7.26               7.11                6.68                6.10                 5.47
        66                  71            7.50               7.33                6.84                6.19                 5.52
        67                  72            7.76               7.56                7.01                6.28                 5.55
        68                  73            8.04               7.80                7.18                6.37                 5.59
        69                  74            8.34               8.07                7.35                6.46                 5.62

        70                  75            8.67               8.34                7.52                6.54                 5.65
        71                                9.01               8.63                7.70                6.62                 5.67
        72                                9.39               8.94                7.88                6.69                 5.69
        73                                9.79               9.26                8.05                6.76                 5.71
        74                               10.22               9.61                8.22                6.81                 5.72
        75                               10.69               9.96                8.39                6.87                 5.73
</TABLE>

                                       16
GIP-CDA-HB

<PAGE>


Rates for ages not shown will be provided on request and will be computed on a
basis consistent with the rates in the above tables.

                                       17
GIP-CDA-HB

<PAGE>

                 AMOUNT OF FIRST MONTHLY PAYMENT FOR EACH $1,000
                 AFTER DEDUCTION OF ANY CHARGE FOR PREMIUM TAXES

         Rates for a Variable Annuity with Assumed Net Return Rate of 5%

                                LIFE INCOME WITH

<TABLE>
<CAPTION>
               Age of                                    Payments Guaranteed for a Stated Period of Months:
             Annuitant

       Male               Female         None                 60                 120                 180                  240
       ----               ------         ----                ----               -----               -----                -----
        <S>                 <C>         <C>                 <C>                 <C>                 <C>                  <C>  
        50                  55          $ 5.89              $ 5.86              $5.78               $5.65                $5.48
        51                  56            5.99                5.96               5.86                5.71                 5.53
        52                  57            6.09                6.06               5.95                5.79                 5.59
        53                  58            6.20                6.16               6.04                5.86                 5.64
        54                  59            6.32                6.27               6.14                5.94                 5.70

        55                  60            6.44                6.39               6.24                6.02                 5.75
        56                  61            6.57                6.51               6.34                6.10                 5.80
        57                  62            6.71                6.64               6.45                6.18                 5.86
        58                  63            6.85                6.77               6.56                6.26                 5.91
        59                  64            7.00                6.92               6.68                6.35                 5.97

        60                  65            7.16                7.07               6.80                6.43                 6.02
        61                  66            7.34                7.23               6.93                6.52                 6.07
        62                  67            7.52                7.40               7.06                6.61                 6.12
        63                  68            7.72                7.58               7.20                6.70                 6.17
        64                  69            7.93                7.77               7.35                6.79                 6.21

        65                  70            8.16                7.97               7.50                6.88                 6.25
        66                  71            8.40                8.19               7.65                6.97                 6.29
        67                  72            8.66                8.42               7.81                7.05                 6.33
        68                  73            8.94                8.66               7.97                7.14                 6.36
        69                  74            9.24                8.92               8.13                7.22                 6.39

        70                  75            9.56                9.19               8.30                7.29                 6.41
        71                                9.91                9.48               8.47                7.36                 6.43
        72                               10.29                9.78               8.64                7.43                 6.45
        73                               10.69               10.10               8.80                7.49                 6.47
        74                               11.13               10.43               8.97                7.55                 6.48
        75                               11.60               10.79               9.13                7.60                 6.49
</TABLE>

Rates for ages not shown will be provided on request and will be computed on a
basis consistent with the rates in the above tables.

Option 5 - Life Income for Two Payees - An Annuity will be paid during the lives
of the Annuitant and a second annuitant. At the death of either, payments will
continue to the survivor. When this option is chosen, a choice must be made of:

                                       18

GIP-CDA-HB

<PAGE>

(a)  100% of the payment to continue to the survivor;

(b)  66 2/3% of the payment to continue to the survivor;

(c)  50% of the payment to continue to the survivor; or

(d)  payments for a minimum of 120 months, with 100% of the payment to continue
     to the survivor.

                                       19
GIP-CDA-HB

<PAGE>

                 AMOUNT OF FIRST MONTHLY PAYMENT FOR EACH $1,000
                 AFTER DEDUCTION OF ANY CHARGE FOR PREMIUM TAXES

      Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.5%; and
        Rates for a Variable Annuity with Assumed Net Return Rate of 3.5%

                         JOINT AND LAST SURVIVOR ANNUITY
                              100% TO THE SURVIVOR
                                NO MINIMUM PERIOD

<TABLE>
<CAPTION>
           Age of                                                          Age of Annuitant
           Second
          Annuitant           Male 45       Male 50         Male 55        Male 60      Male 65        Male 70       Male 75
     Male        Female       Female        Female          Female         Female       Female         Female
     ----        ------       -------       -------         -------        -------      -------        -------       -------
                                50            55              60             65           70             75
                                --            --              --             --           --             --
      <S>          <C>        <C>            <C>            <C>            <C>           <C>           <C>            <C>  
      50           55         $4.10          $4.27          $4.43          $4.57         $4.69         $4.79          $4.86
      55           60          4.21           4.43           4.65           4.86          5.04          5.20           5.32
      60           65          4.30           4.57           4.86           5.15          5.43          5.68           5.88
      65           70          4.38           4.69           5.04           5.43          5.83          6.21           6.56
      70           75          4.44           4.79           5.20           5.68          6.21          6.78           7.33
      75           80          4.48           4.86           5.32           5.88          6.56          7.33           8.16
      80           85           -             4.91           5.41           6.03          6.82          7.80           8.95
</TABLE>


Rates for a Variable Annuity with Assumed Net Return Rate of 5%


                         JOINT AND LAST SURVIVOR ANNUITY
                              100% TO THE SURVIVOR
                                NO MINIMUM PERIOD

<TABLE>
<CAPTION>
           Age of                                                          Age of Annuitant
           Second
          Annuitant           Male 45       Male 50         Male 55        Male 60      Male 65        Male 70       Male 75
     Male        Female       Female        Female          Female         Female       Female         Female
     ----        ------       -------       -------         -------        -------      -------        -------       -------
                                50            55              60             65           70             75
                                --            --              --             --           --             --
      <S>          <C>        <C>           <C>              <C>           <C>          <C>             <C>           <C>  
      50           55         $5.00         $5.16            $5.31         $5.44        $5.57           $5.67         $5.75
      55           60          5.11          5.31             5.51          5.71         5.90            6.06          6.19
      60           65          5.20          5.44             5.71          5.99         6.26            6.52          6.73
      65           70          5.28          5.57             5.90          6.26         6.65            7.04          7.38
      70           75          5.34          5.67             6.06          6.52         7.04            7.59          8.14
      75           80          5.38          5.75             6.19          6.73         7.38            8.14          8.96
      80           85           -            5.81             6.29          6.90         7.66            8.62          9.76
</TABLE>

                                       20

GIP-CDA-HB

<PAGE>

Rates for ages not shown will be provided on request and will be computed on a
basis consistent with the rates in the above tables.

                                       21

GIP-CDA-HB

<PAGE>



                 AMOUNT OF FIRST MONTHLY PAYMENT FOR EACH $1,000
                 AFTER DEDUCTION OF ANY CHARGE FOR PREMIUM TAXES

      Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.5%; and
        Rates for a Variable Annuity with Assumed Net Return Rate of 3.5%

                         JOINT AND LAST SURVIVOR ANNUITY
                             66-2/3% TO THE SURVIVOR
                                NO MINIMUM PERIOD

<TABLE>
<CAPTION>
           Age of                                                          Age of Annuitant
           Second
          Annuitant           Male 45       Male 50         Male 55        Male 60      Male 65        Male 70       Male 75
     Male        Female       Female        Female          Female         Female       Female         Female
     ----        ------       -------       -------         -------        -------      -------        -------       -------
                                50            55              60             65           70             75
                                --            --              --             --           --             --
      <S>          <C>         <C>           <C>             <C>            <C>          <C>            <C>           <C>   
      50           55          $4.51         $4.72           $4.94          $5.18        $5.44          $5.71         $ 6.00
      55           60           4.70          4.94            5.20           5.49         5.81           6.14           6.49
      60           65           4.90          5.18            5.49           5.84         6.23           6.65           7.09
      65           70           5.11          5.44            5.81           6.23         6.71           7.25           7.82
      70           75           5.34          5.71            6.14           6.65         7.25           7.93           8.69
      75           80           5.58          6.00            6.49           7.09         7.82           8.69           9.69
      80           85            -            6.28            6.84           7.53         8.39           9.47          10.77
</TABLE>


Rates for a Variable Annuity with Assumed Net Return Rate of  5%

                         JOINT AND LAST SURVIVOR ANNUITY
                             66-2/3% TO THE SURVIVOR
                                NO MINIMUM PERIOD

<TABLE>
<CAPTION>
           Age of                                                          Age of Annuitant
           Second
          Annuitant           Male 45       Male 50         Male 55        Male 60      Male 65        Male 70       Male 75
     Male        Female       Female        Female          Female         Female       Female         Female
     ----        ------       -------       -------         -------        -------      -------        -------       -------
                                50            55              60             65           70             75
                                --            --              --             --           --             --
      <S>          <C>        <C>            <C>             <C>            <C>          <C>            <C>           <C>   
      50           55         $5.43          $5.62           $5.84          $6.08        $6.36          $ 6.65        $ 6.98
      55           60          5.62           5.84            6.10           6.38         6.70            7.06          7.44
      60           65          5.82           6.08            6.38           6.72         7.11            7.54          8.01
      65           70          6.06           6.36            6.70           7.11         7.58            8.12          8.71
      70           75          6.31           6.65            7.06           7.54         8.12            8.80          9.56
      75           80          6.59           6.98            7.44           8.01         8.71            9.56         10.56
      80           85           -             7.31            7.84           8.49         9.33           10.38         11.66
</TABLE>


Rates for ages not shown will be provided on request and will be computed on a
basis consistent with the rates in the above tables.

                                       22

GIP-CDA-HB

<PAGE>

                 AMOUNT OF FIRST MONTHLY PAYMENT FOR EACH $1,000
                 AFTER DEDUCTION OF ANY CHARGE FOR PREMIUM TAXES

      Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.5%; and
        Rates for a Variable Annuity with Assumed Net Return Rate of 3.5%

                         JOINT AND LAST SURVIVOR ANNUITY
                               50% TO THE SURVIVOR
                                NO MINIMUM PERIOD

<TABLE>
<CAPTION>
           Age of                                                          Age of Annuitant
           Second
          Annuitant           Male 45       Male 50         Male 55        Male 60      Male 65        Male 70       Male 75
     Male        Female       Female        Female          Female         Female       Female         Female
     ----        ------       -------       -------         -------        -------      -------        -------       -------
                                50            55              60             65           70             75
                                --            --              --             --           --             --
      <S>          <C>        <C>           <C>              <C>            <C>          <C>           <C>           <C>   
      50           55         $4.75         $4.98            $5.24          $5.55        $5.91         $ 6.32        $ 6.79
      55           60          4.99          5.24             5.54           5.88         6.28           6.76          7.30
      60           65          5.26          5.55             5.88           6.27         6.73           7.27          7.90
      65           70          5.59          5.91             6.28           6.73         7.26           7.90          8.65
      70           75          5.96          6.32             6.76           7.27         7.90           8.67          9.57
      75           80          6.37          6.79             7.30           7.90         8.65           9.57         10.69
      80           85           -            7.30             7.88           8.59         9.49          10.61         12.00
</TABLE>


         Rates for a Variable Annuity with Assumed Net Return Rate of 5%

                         JOINT AND LAST SURVIVOR ANNUITY
                               50% TO THE SURVIVOR
                                NO MINIMUM PERIOD

<TABLE>
<CAPTION>
           Age of                                                          Age of Annuitant
           Second
          Annuitant           Male 45       Male 50         Male 55        Male 60      Male 65        Male 70       Male 75
     Male        Female       Female        Female          Female         Female       Female         Female
     ----        ------       -------       -------         -------        -------      -------        -------       -------
                                50            55              60             65           70             75
                                --            --              --             --           --             --
      <S>          <C>        <C>            <C>             <C>            <C>         <C>             <C>           <C>   
      50           55         $5.67          $5.89           $6.15          $6.47       $ 6.84          $ 7.29        $ 7.81
      55           60          5.91           6.15            6.44           6.78         7.20            7.70          8.28
      60           65          6.20           6.47            6.78           7.16         7.63            8.19          8.86
      65           70          6.54           6.84            7.20           7.63         8.16            8.80          9.58
      70           75          6.95           7.29            7.70           8.19         8.80            9.56         10.48
      75           80          7.42           7.81            8.28           8.86         9.58           10.48         11.60
      80           85           -             8.39            8.94           9.61        10.46           11.56         12.92
</TABLE>


Rates for ages not shown will be provided on request and will be computed on a
basis consistent with the rates in the above tables.

                                       23

GIP-CDA-HB

<PAGE>


                 AMOUNT OF FIRST MONTHLY PAYMENT FOR EACH $1,000
                 AFTER DEDUCTION OF ANY CHARGE FOR PREMIUM TAXES

      Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.5%; and
        Rates for a Variable Annuity with Assumed Net Return Rate of 3.5%

                         JOINT AND LAST SURVIVOR ANNUITY
                              100% TO THE SURVIVOR
                            120 MONTHS MINIMUM PERIOD

<TABLE>
<CAPTION>
           Age of                                                          Age of Annuitant
           Second
          Annuitant           Male 45       Male 50         Male 55        Male 60      Male 65        Male 70       Male 75
     Male        Female       Female        Female          Female         Female       Female         Female
     ----        ------       -------       -------         -------        -------      -------        -------       -------
                                50            55              60             65           70             75
                                --            --              --             --           --             --
      <S>          <C>        <C>           <C>             <C>             <C>          <C>            <C>            <C>  
      50           55         $4.10         $4.27           $4.42           $4.56        $4.68          $4.77          $4.83
      55           60          4.21          4.42            4.64            4.84         5.02           5.16           5.26
      60           65          4.30          4.56            4.84            5.12         5.38           5.61           5.78
      65           70          4.37          4.68            5.02            5.38         5.76           6.10           6.37
      70           75          4.42          4.77            5.16            5.61         6.10           6.58           7.00
      75           80          4.46          4.83            5.26            5.78         6.37           7.00           7.58
      80           85          -             4.86            5.33            5.88         6.55           7.29           8.02
</TABLE>


Rates for a Variable Annuity with Assumed Net Return Rate of 5%

                         JOINT AND LAST SURVIVOR ANNUITY
                              100% TO THE SURVIVOR
                            120 MONTHS MINIMUM PERIOD

<TABLE>
<CAPTION>
           Age of                                                          Age of Annuitant
           Second
          Annuitant           Male 45       Male 50         Male 55        Male 60      Male 65        Male 70       Male 75
     Male        Female       Female        Female          Female         Female       Female         Female
     ----        ------       -------       -------         -------        -------      -------        -------       -------
                                50            55              60             65           70             75
                                --            --              --             --           --             --
      <S>          <C>        <C>            <C>             <C>            <C>          <C>            <C>           <C>  
      50           55         $5.00          $5.15           $5.30          $5.43        $5.55          $5.64         $5.71
      55           60          5.10           5.30            5.50           5.69         5.87           6.01          6.12
      60           65          5.19           5.43            5.69           5.96         6.21           6.44          6.61
      65           70          5.27           5.55            5.87           6.21         6.57           6.90          7.17
      70           75          5.32           5.64            6.01           6.44         6.90           7.37          7.78
      75           80          5.36           5.71            6.12           6.61         7.17           7.78          8.34
      80           85           -             5.75            6.19           6.72         7.35           8.06          8.76
</TABLE>


Rates for ages not shown will be provided on request and will be computed on a
basis consistent with the rates in the above tables.

                                       24

GIP-CDA-HB

<PAGE>

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

                    Aetna Life Insurance and Annuity Company
                        Home Office: 151 FARMINGTON AVE.
                           HARTFORD, CONNECTICUT 06156
                                 (203) 273-0123

             GROUP VARIABLE OR FIXED DEPOSIT ADMINISTRATION CONTRACT
                                NON-PARTICIPATING
               ALL PAYMENTS AND VALUES PROVIDED BY THIS CONTRACT,
           WHEN BASED ON INVESTMENT EXPERIENCE OF A SEPARATE ACCOUNT,
          ARE VARIABLE AND ARE NOT GUARANTEED AS TO FIXED DOLLAR AMOUNT


GIP-CDA-HB
- --------------------------------------------------------------------------------


                                       15
GIP-CDA-HB



   APPLICATION FORM                    Aetna Life Insurance and Annuity Company
   Pension/Profit Sharing/HR10         Customer Relations Department, PFSD
   Group Contracts                     151 Farmington Ave., Hartford, CT  06156

<TABLE>
<CAPTION>
<S>   <C>

CLIENT INFORMATION

1.    Trustees of___________________________________________________________________________________________________________________
2.    Name of Plan (if different)___________________________________________________________________________________________________
3.    Mailing Address_______________________________________________________________________________________________________________
      City_____________________________________________________________State_________________________ZIP Code_______________________
4.    Tax Identification No.

- ------------------------------------------------------------------------------------------------------------------------------------
ACCOUNT INFORMATION

5.    Type of entity qualified under section 401 of the Internal Revenue Code
      [ ] Corporation      [ ] Self Employed Individual(s)     [ ] Other (specify)
6.    Type of Contract:    [ ] MAP II    [ ] MAP III       [ ] MAP IIIB     [ ]  MAP IV
7.    Contract is to be:   [ ] Allocated           [ ] Unallocated
8.    Plan Anniversary Date_________________________________________________________________________________________________________
9.    Will this contract change or replace any existing life insurance or annuity contract?         [ ]  Yes       [ ]  No
      If yes, please provide carrier name, account number, and date to be cancelled.

      ------------------------------------------------------------------------------------------------------------------------------
10.   Release Plan Information to Third Party Administrator (TPA)    [ ]  Yes [ ]  No
      Name of TPA _________________________________________________________________________________________________________________
      Mailing Address _____________________________________________________________________________________________________________
      City_________________________________________State____________________________    ZIP Code___________________________________
11.   Special Requests ____________________________________________________________________________________________________________

- ------------------------------------------------------------------------------------------------------------------------------------
TYPE OF INVESTMENT

12.   Participants may elect the investment allocation for:
      [ ]  Employer and Employee contributions    [ ]  Employee contributions only [ ]  None, Contract holder elects.
13.   Complete the following only if the Contract Holder elects types of investments.
      Contract holder may elect the investment allocation as follows for:

        [ ]  Employer and Employee contributions             [ ]  Employer contributions only             Employer     Employee

             Enter the percentage of payment to be           Aetna Variable Fund                           ______%      ______%
                                                             -------------------------------------------
             allocated to each type of investment.           Fixed Account                                 ______%      ______%
                                                             -------------------------------------------
             Total must be 100%                              Aetna Variable Encore Fund                    ______%      ______%
                                                             -------------------------------------------
                                                             Aetna Income Shares                           ______%      ______%
                                                             -------------------------------------------
             *Within a Guaranteed Accumulation Account       Guaranteed Short Term*                        ______%      ______%
                                                             -------------------------------------------
             (GAA) classification, Terms and Guaranteed      Guaranteed Long Term*                         ______%      ______%
                                                             -------------------------------------------
             Interest Rates offered may vary with each       Aetna Investment Advisers Fund, Inc.          ______%      ______%
                                                             -------------------------------------------
             Deposit Period.  See the prospectus for         Other                                         ______%      ______%
                                                             ------
             further information about the rules             Other                                         ______%      ______%
                                                             ------
             applicable to allocation of further             TOTAL                                            100%         100%
             contributions to GAA.
- ------------------------------------------------------------------------------------------------------------------------------------
I understand that amounts withdrawn from a GAA Term may be subject to a market
value adjustment prior to the maturity date of that term as specified in the
contract. I further understand that Annuity payments and account values, (if
any), when based on the investment experience of a separate account, are
variable and not guaranteed as to fixed dollar amount.

Dated at ______________________ This ______________ Day of _________________________ 19_______.
                City and State

     -------------------------------------------------------         -----------------------------------------------------
                         Witness                                                         Contract Holder

- ------------------------------------------------------------------------------------------------------------------------------------
PRODUCER'S NOTE:
Do you have any reason to believe any existing life insurance or annuity
contracts will be modified or replaced if this contract
is issued?    [ ]  Yes   [ ] No

                                                                     ------------------------------------------------------
                                                                                     Signature of Producer
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

300-GPP-IO

<PAGE>


<TABLE>
<CAPTION>
<S>     <C>

Corrections and amendments (Home Office Use Only).  Errors and omissions may be corrected by the Company but no change in plan,
classification, amount, or extra benefits shall be made without written consent to the Contract Holder.  (N/A in W. Va.)



PRODUCER INFORMATION

Aetna Office Name                                                                    ALIAC Code

       Producer Name                                                                                      Percentage of
                                    ALIAC Office Code                  ALIAC Producer Code                 Participation



Comments



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


                                  H.O. USE ONLY

State          [ ] [ ]   Area  [ ] [ ] [ ]     Agcy. [ ] [ ] [ ]    Er#   [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]

App. Dte.      [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]    Plan eff. [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]    Contract Type  [ ]

Plan Type      [ ] [ ] [ ] [ ]    Confirm [ ]      Owner [ ]    Bill [ ]      Submarket [ ] [ ]    Higher int. [ ]

SIRI      [ ] [ ] [ ] [ ] [ ]      Sep. Acct. [ ]      Exper. Dte.[ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]

Mstr. Bg.     [ ] [ ] [ ] [ ] [ ]        ABC [ ]    Alloc. Code [ ] [ ]      TPA  [ ] [ ] [ ] [ ]

Client Report        [ ] [ ] [ ]      [ ] [ ] [ ]
                     [ ] [ ] [ ]      [ ] [ ] [ ]



[ ]  Disclosure Booklet MAP II/PFS No. 723.00.32                                     Affix Prospectus/
[ ]  Disclosure Booklet MAP III/PFS No. 723.00.65                                   Disclosure Booklet
[ ]  Disclosure Booklet MAP IV/PFS No. 723.00.106                                      Receipt Here
[ ]  Prospectus PFS No. 723.00.30
[ ]  Prospectus PFS No. 723.00.107
[ ]  Other
</TABLE>



                                         151 Farmington Avenue
                                         Hartford, CT  06156
[AETNA LETTERHEAD]
[AETNA LOGO]
                                         Julie E. Rockmore
                                         Counsel
                                         Law Division, RE4A
August 19, 1997                          Investments & Financial Services
                                         (860) 273-4686
                                         Fax:  (860) 273-8340

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC  20549

Re:  Aetna Life Insurance and Annuity Company and its Variable Annuity Account C
     Post-Effective Amendment No. 8 to Registration Statement on Form N-4
     Prospectus Title: Group Installment Variable Annuity Contracts for HR 
     10 Plans and Rewrite of Qualified 401 Plans
     File Nos.  33-75980* and 811-2513

Dear Sir or Madam:

The undersigned serves as counsel to Aetna Life Insurance and Annuity Company, a
Connecticut life insurance company (the "Company"). It is my understanding that
the Company, as depositor, has registered an indefinite amount of securities
(the "Securities") under the Securities Act of 1933 (the "Securities Act") as
provided in Rule 24f-2 under the Investment Company Act of 1940 (the "Investment
Company Act").

In connection with this opinion, I have reviewed the N-4 Registration Statement,
as amended to the date hereof, and this Post-Effective Amendment No. 8. I have
also examined originals or copies, certified or otherwise identified to my
satisfaction, of such documents, trust records and other instruments I have
deemed necessary or appropriate for the purpose of rendering this opinion. For
purposes of such examination, I have assumed the genuineness of all signatures
on original documents and the conformity to the original of all copies.

I am admitted to practice law in Connecticut, and do not purport to be an expert
on the laws of any other state. My opinion herein as to any other law is based
upon a limited inquiry thereof which I have deemed appropriate under the
circumstances.

- --------
*    Pursuant to Rule 429(a) under the Securities Act of 1933, Registrant has
     included a combined prospectus under this Registration Statement which
     includes all the information which would currently be required in
     prospectuses relating to the securities covered by Registration Statement
     No. 33-75984.

<PAGE>

Based upon the foregoing, and, assuming the Securities are sold in accordance
with the provisions of the prospectus, I am of the opinion that the Securities
being registered will be legally issued and will represent binding obligations
of the Company.

I consent to the filing of this opinion as an exhibit to the Registration
Statement.

Sincerely,

/s/ Julie E. Rockmore
Julie E. Rockmore


                       CONSENT OF INDEPENDENT AUDITORS



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

We consent to the use of our reports dated February 4, 1997 and February 14,
1997 incorporated herein by reference in registration statement (No. 33-75980)
on Form N-4.


                                              /s/ KPMG Peat Marwick LLP


Hartford, Connecticut
August 19, 1997




<TABLE> <S> <C>


<ARTICLE>                     6
<CIK>                         0000103007
<NAME>                        Account C
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                   DEC-31-1996
<PERIOD-START>                      JAN-01-1996
<PERIOD-END>                        DEC-31-1996
<INVESTMENTS-AT-COST>             7,952,811,278
<INVESTMENTS-AT-VALUE>            8,565,202,363
<RECEIVABLES>                                 0
<ASSETS-OTHER>                                0
<OTHER-ITEMS-ASSETS>                          0
<TOTAL-ASSETS>                    8,565,202,363
<PAYABLE-FOR-SECURITIES>                      0
<SENIOR-LONG-TERM-DEBT>                       0
<OTHER-ITEMS-LIABILITIES>                     0
<TOTAL-LIABILITIES>                           0
<SENIOR-EQUITY>                               0
<PAID-IN-CAPITAL-COMMON>                      0
<SHARES-COMMON-STOCK>                         0
<SHARES-COMMON-PRIOR>                         0
<ACCUMULATED-NII-CURRENT>                     0
<OVERDISTRIBUTION-NII>                        0
<ACCUMULATED-NET-GAINS>                       0
<OVERDISTRIBUTION-GAINS>                      0
<ACCUM-APPREC-OR-DEPREC>                      0
<NET-ASSETS>                      8,565,202,363
<DIVIDEND-INCOME>                   712,854,599
<INTEREST-INCOME>                             0
<OTHER-INCOME>                                0
<EXPENSES-NET>                       93,446,331
<NET-INVESTMENT-INCOME>             619,408,268
<REALIZED-GAINS-CURRENT>            513,568,522
<APPREC-INCREASE-CURRENT>            18,307,901
<NET-CHANGE-FROM-OPS>             1,151,284,691
<EQUALIZATION>                                0
<DISTRIBUTIONS-OF-INCOME>                     0
<DISTRIBUTIONS-OF-GAINS>                      0
<DISTRIBUTIONS-OTHER>                         0
<NUMBER-OF-SHARES-SOLD>                       0
<NUMBER-OF-SHARES-REDEEMED>                   0
<SHARES-REINVESTED>                           0
<NET-CHANGE-IN-ASSETS>                        0
<ACCUMULATED-NII-PRIOR>                       0
<ACCUMULATED-GAINS-PRIOR>                     0
<OVERDISTRIB-NII-PRIOR>                       0
<OVERDIST-NET-GAINS-PRIOR>                    0
<GROSS-ADVISORY-FEES>                         0
<INTEREST-EXPENSE>                            0
<GROSS-EXPENSE>                               0
<AVERAGE-NET-ASSETS>                          0
<PER-SHARE-NAV-BEGIN>                         0
<PER-SHARE-NII>                               0
<PER-SHARE-GAIN-APPREC>                       0
<PER-SHARE-DIVIDEND>                          0
<PER-SHARE-DISTRIBUTIONS>                     0
<RETURNS-OF-CAPITAL>                          0
<PER-SHARE-NAV-END>                           0
<EXPENSE-RATIO>                               0
<AVG-DEBT-OUTSTANDING>                        0
<AVG-DEBT-PER-SHARE>                          0
        

</TABLE>


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