VARIABLE ANNUITY ACCT C OF AETNA LIFE INSURANCE & ANNUITY CO
497, 1998-05-01
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                           VARIABLE ANNUITY ACCOUNT C

                      GROUP VARIABLE ANNUITY CONTRACTS FOR
            PUBLIC EMPLOYER DEFERRED COMPENSATION PLANS (SECTION 457)
                    AND FOR 401(a) DEFINED CONTRIBUTION PLANS

                MAY 1, 1998 SUPPLEMENT TO MAY 1, 1998 PROSPECTUS

                                   ERIE COUNTY

The following is a negotiated provision regarding the deferred sales charge
applicable to the Erie County Public Employee Deferred Compensation Plan. (See
"Deferred Sales Charge--Reduction or Elimination of Deferred Sales Charge.")

Deferred Sales Charge

A deferred sales charge is not deducted from any amount paid to another
financial organization under the Plan in an amount of up to 10% of the Account
Value annually.

Form No. XCS.75982-98EC



<PAGE>



                           VARIABLE ANNUITY ACCOUNT C

                      GROUP VARIABLE ANNUITY CONTRACTS FOR
            PUBLIC EMPLOYER DEFERRED COMPENSATION PLANS (SECTION 457)
                    AND FOR 401(a) DEFINED CONTRIBUTION PLANS


                MAY 1, 1998 SUPPLEMENT TO MAY 1, 1998 PROSPECTUS

                   PENNSYLVANIA STATE ASSOCIATION OF BOROUGHS


The following information supplements the "Distribution" section of this
Prospectus:

Miscellaneous--Distribution

Under a signed agreement, the Pennsylvania State Association of Boroughs
("Association") has endorsed the Company's variable annuity for sale to its
employees under the group's Deferred Compensation Plan. The Company has agreed
to compensate the Association in the amount of $3.50 per year for each
Participant on whose behalf contributions are being made to the Contract.

Form XCS.75982-98PA

<PAGE>


                                   PROSPECTUS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

The Contracts offered in connection with this Prospectus are group deferred
variable annuity contracts ("Contracts") issued by Aetna Life Insurance and
Annuity Company (the "Company"). The Contracts are available through
participation in deferred compensation plans ("Plans") adopted by state and
local governments for their employees or independent contractors, or both,
under Section 457 of the Internal Revenue Code of 1986, as amended, and under
qualified defined contribution plans under Section 401(a) of the Code. Only
group contracts are currently offered for sale; however, "Contracts" shall also
refer to employer-owned individual Contracts issued in connection with Plans in
the past.

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

[bullet] Aetna Ascent VP (formerly Aetna Ascent Variable Portfolio)
[bullet] Aetna Balanced VP, Inc. (formerly Aetna Investment Advisers Fund,
         Inc.)
[bullet] Aetna Income Shares d/b/a Aetna Bond VP
[bullet] Aetna Crossroads VP (formerly Aetna Crossroads Variable Portfolio)
[bullet] Aetna Growth VP (formerly Aetna Variable Growth Portfolio)
[bullet] Aetna Variable Fund d/b/a Aetna Growth and Income VP
[bullet] Aetna High Yield VP
[bullet] Aetna Index Plus Large Cap VP (formerly Aetna Variable Index Plus
         Portfolio)
[bullet] Aetna Index Plus Mid Cap VP
[bullet] Aetna Index Plus Small Cap VP
[bullet] Aetna International VP
[bullet] Aetna Legacy VP (formerly Aetna Legacy Variable Portfolio)
[bullet] Aetna Variable Encore Fund d/b/a Aetna Money Market VP
[bullet] Aetna Real Estate Securities VP
[bullet] Aetna Small Company VP (formerly Aetna Variable Small Company
         Portfolio)
[bullet] Aetna Value Opportunity VP (formerly Aetna Variable Capital
         Appreciation Portfolio)

[bullet] Calvert Social Balanced Portfolio (formerly Calvert Responsibly
         Invested Portfolio)
[bullet] Fidelity VIP Equity-Income Portfolio
[bullet] Fidelity VIP Growth Portfolio
[bullet] Fidelity VIP Overseas Portfolio
[bullet] Fidelity VIP II Contrafund Portfolio
[bullet] Janus Aspen Aggressive Growth Portfolio
[bullet] Janus Aspen Balanced Portfolio
[bullet] Janus Aspen Flexible Income Portfolio
[bullet] Janus Aspen Growth Portfolio
[bullet] Janus Aspen Worldwide Growth Portfolio
[bullet] Lexington Natural Resources Trust*
[bullet] Oppenheimer Global Securities Fund
[bullet] Oppenheimer Strategic Bond Fund
[bullet] Portfolio Partners MFS Emerging Equities Portfolio
[bullet] Portfolio Partners MFS Research Growth Portfolio
[bullet] Portfolio Partners MFS Value Equity Portfolio
[bullet] Portfolio Partners Scudder International Growth
         Portfolio
[bullet] Portfolio Partners T. Rowe Price Growth Equity Portfolio

* This Fund is only available for investment by Participants who established an
  Account under the Contract before May 1, 1998. As soon as all such
  Participants have redirected their allocations to other investment options,
  the Fund will be closed to all new investment (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).

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

The availability of the Funds and the Credited Interest Options is subject to
applicable regulatory authorization. Not all Funds or Credited Interest Options
may be available in all jurisdictions, under all Contracts, or in all Plans.
Please check with your employer to determine option availability. (See
"Investment Options.")

This Prospectus provides investors with the information that they should know
about the Separate Account before investing in the Contract. Additional
information about the Separate Account is contained in a Statement of
Additional Information ("SAI") which is available at no charge. The SAI has
been filed with the Securities and Exchange Commission and is incorporated
herein by reference. The Table of Contents for the SAI is printed on page 19 of
this Prospectus. An SAI may be obtained by indicating the request on the
enrollment form or on the prospectus receipt contained in this Prospectus, or
by calling the number listed under the "Inquiries" section of the Prospectus
Summary. You may also obtain an SAI for any Funds by calling that phone number.

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

THIS PROSPECTUS, THE STATEMENT OF ADDITIONAL INFORMATION AND OTHER INFORMATION
ABOUT THE SEPARATE ACCOUNT REQUIRED TO BE FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION (SEC) CAN BE FOUND IN THE SEC'S WEB SITE AT
http://www.sec.gov.

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

  THIS PROSPECTUS AND THE STATEMENT OF ADDITIONAL INFORMATION ARE DATED MAY 1,
                                      1998


<PAGE>


                                TABLE OF CONTENTS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

<TABLE>
<S>                                              <C>
DEFINITIONS ...................................  DEFINITIONS--1
PROSPECTUS SUMMARY ................................  SUMMARY--1
FEE TABLE .......................................  FEE TABLE--1
CONDENSED FINANCIAL INFORMATION ............................  1
THE COMPANY ................................................  1
VARIABLE ANNUITY ACCOUNT C .................................  1
INVESTMENT OPTIONS .........................................  1
   The Funds ...............................................  1
   Credited Interest Options ...............................  4
PURCHASE ...................................................  5
   Contract Availability ...................................  5
   Contract Purchase .......................................  5
   Purchase Payments .......................................  5
   Right to Cancel .........................................  6
   Transfer Credits ........................................  6
CHARGES AND DEDUCTIONS .....................................  6
   Daily Deductions from the Separate Account ..............  6
   Maintenance Fee .........................................  7
   Deferred Sales Charge ...................................  7
   Fund Expenses ...........................................  8
   Premium and Other Taxes .................................  8
CONTRACT VALUATION .........................................  9
   Account Value ...........................................  9
   Accumulation Value ......................................  9
   Net Investment Factor ...................................  9
TRANSFERS ..................................................  9
   Telephone Transfers .....................................  9
   Dollar Cost Averaging Program ........................... 10
WITHDRAWALS ................................................ 10
SYSTEMATIC DISTRIBUTION OPTIONS ............................ 10
DEATH BENEFIT DURING ACCUMULATION PERIOD ................... 11
ANNUITY PERIOD ............................................. 12
   Annuity Period Elections ................................ 12
   Annuity Options ......................................... 12
   Annuity Payments ........................................ 13
   Charges Deducted During the Annuity Period .............. 13
   Death Benefit Payable During the Annuity Period ......... 13
TAX STATUS ................................................. 14
   Introduction ............................................ 14
   Taxation of the Company ................................. 14
   Contracts Used with Certain Retirement Plans ............ 14
   Section 457 Plans ....................................... 15
   Section 401(a) Plans .................................... 15
</TABLE>


<PAGE>


<TABLE>
<S>                                                           <C>
MISCELLANEOUS ............................................... 16
   Voting Rights ............................................ 16
   Modification of the Contract ............................. 17
   Distribution ............................................. 17
   Performance Reporting .................................... 17
   Transfer of Ownership; Assignment ........................ 18
   Delay or Suspension of Payments .......................... 18
   Legal Matters and Proceedings ............................ 18
   Year 2000 ................................................ 18
CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION ......... 19
APPENDIX I--GUARANTEED ACCUMULATION ACCOUNT ................. 20
APPENDIX II--FIXED ACCOUNT .................................. 21
APPENDIX III--FIXED PLUS ACCOUNT ............................ 22
APPENDIX IV--CONDENSED FINANCIAL INFORMATION ................ 24
</TABLE>

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


<PAGE>


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

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

Account Value: The total dollar value of amounts held in an Account as of any
Valuation Date during the Accumulation Period.

Account Year: A period of twelve months measured from the date on which an
Account is established (the effective date) or from an anniversary of such
effective date.

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

Accumulation Unit: A measure of the value of each Subaccount before annuity
payments begin.

Annuitant: The person on whose life or life expectancy the annuity payments are
based.

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

Annuity Period: The period during which annuity payments are made.

Annuity Unit: A measure of the value of each Subaccount selected during the
Annuity Period.

Code: The Internal Revenue Code of 1986, as amended.

Company (We, Us): Aetna Life Insurance and Annuity Company.

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

Contract Beneficiary: The Contract Holder is the Contract Beneficiary.

Contract Holder: The entity which owns the Contract and to which the Contract
is issued.

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

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

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

Participant (You): A person participating in a Plan maintained by an eligible
organization. The terms of the Plan govern participant benefits.

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

Plans: Section 457 Plans or Section 401 Plans.

Purchase Payment(s): The gross payment(s) made to the Company under a Contract.

Purchase Payment Periods: For "Installment Purchase Payment Accounts" the
period of time for completion of the agreed upon annual number and amount of
Purchase Payments. For example, if it is determined that the Purchase Payment
Period will consist of 12 payments per year and only 11 payments are made, the
Purchase Payment Period is not completed until the twelfth Purchase Payment is
made.


- --------------------------------------------------------------------------------
                                 DEFINITIONS - 1


<PAGE>


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

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

Separate Account: Variable Annuity Account C, a separate account established by
the Company for the purpose of funding variable annuity contracts issued by the
Company.

Subaccount(s): The portion of the assets of the Separate Account that is
allocated to a particular Fund. Each Subaccount invests in the shares of only
one corresponding Fund.

Valuation Date: The date and time at which the Accumulation Unit Value and
Annuity Unit Value of a Subaccount is calculated. Currently, this calculation
occurs after the close of business of the New York Stock Exchange on any normal
business day, Monday through Friday, that the New York Stock Exchange is open.


- --------------------------------------------------------------------------------
                                 DEFINITIONS - 2


<PAGE>


                               PROSPECTUS SUMMARY
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

CONTRACTS OFFERED

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

CONTRACT PURCHASE

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

FREE LOOK PERIOD

     Contract Holders have the right to cancel their Contract within 10 days
after receiving it (or as otherwise allowed by state law) by returning it to us
along with a written notice of cancellation. Unless state law requires
otherwise, the amount received upon cancellation under this provision will
reflect the investment performance of the Purchase Payments deposited in the
Separate Account while invested. In certain cases, this may be less than the
amount of the Purchase Payments. (See "Purchase Right to Cancel.")

INVESTMENT OPTIONS
     The Company has established Variable Annuity Account C, a registered unit
investment trust, for the purpose of funding the variable portion of the
Contracts. The Separate Account is divided into subaccounts which invest
directly in shares of the Funds described herein. The Contract allows
investment in any or all of the Subaccounts, as well as in the Credited
Interest Options described below. The total number of investment options that
may be selected at any one time is limited. For a complete list of the Funds
available under the Contracts, a description of the investment objectives of
each of the Funds and their investment advisers, and a description of the
limitations on the number of investment options, see "Investment Options-The
Funds" in this Prospectus, as well as the prospectuses for each of the Funds.
     The Contract also provides for investment in Credited Interest Options,
which earn fixed rates of interest. The fixed options available under the
Contract are the Guaranteed Accumulation Account ("GAA"), the Fixed Account,
and the Fixed Plus Account. (See the Appendices to this Prospectus.)

CHARGES AND DEDUCTIONS

     Certain charges are associated with these Contracts. These charges include
daily deductions from the Separate Account (the mortality and expense risk
charge and an administrative charge), any annual maintenance fee and premium
and other taxes. The Funds also incur certain fees and expenses which are
deducted directly from the Funds. A deferred sales charge may apply upon a full
or partial withdrawal of the Account Value. (See the Fee Table and "Charges and
Deductions.")

TRANSFERS

     Prior to the Annuity Date, and subject to certain limitations, Account
Values may be transferred among the Subaccounts and the Credited Interest
Options without charge. Transfers can be requested in writing or by telephone
in accordance with the Company's transfer procedures. (See the Appendices for a
full description of the restrictions applicable to transfers made from the
Credited Interest Options.) (See "Transfers.")


- --------------------------------------------------------------------------------
                                   SUMMARY - 1


<PAGE>


WITHDRAWALS

     The Contract Holder may withdraw all or a part of the Account Value prior
to the Annuity Date by properly completing a disbursement form and sending it
to the Company. Limitations apply to withdrawals from the Fixed Plus Account.
Certain charges may be assessed upon withdrawal. The withdrawals may also be
subject to income tax. (See "Withdrawals.")
     The Contract also offers certain Systematic Distribution Options during
the Accumulation Period to persons meeting certain criteria. Systematic
Distribution Options are not available in all states and may not be suitable in
every situation. (See "Systematic Distribution Options.")
DEATH BENEFIT

     The Contract provides that a death benefit is payable to the Contract
Beneficiary upon the death of the Participant before the Annuity Date. The
Contract Holder may direct that we make such payment to the Plan Beneficiary.
The amount of the death benefit will be equal to the Account Value. Until the
election of a method of payment, the Account Value will remain invested under
the Contract. The Contract Holder, on behalf of a Plan Beneficiary, may elect
to receive the proceeds in a lump sum or under any of the payment options
available under the Contract. However, the Code requires that distributions
begin within a certain time period. (See "Death Benefit During Accumulation
Period.")

     After Annuity Payments have commenced, a death benefit may be payable to
the Contract Beneficiary depending upon the terms of the Contract and the
Annuity Option selected. (See "Annuity Period Death Benefit Payable During the
Annuity Period.")

THE ANNUITY PERIOD

     On the Annuity Date, the Contract Holder, on your behalf, may elect to
begin receiving Annuity Payments on either a fixed, variable or combination of
fixed and variable basis. If a variable payout is selected, the payments will
vary with the investment performance of the Subaccount(s) selected. The Company
reserves the right to limit the number of Subaccounts that may be available
during the Annuity Period. (See "Annuity Period.")

TAXES

     For Section 457 Plans, contributions and earnings are not generally taxed
until paid or made available under the employer's Plan. Withholding for income
tax may be imposed on certain withdrawals. For Section 401 Plans, contributions
and earnings are generally taxed when they are distributed, and a 10% federal
penalty tax and a 20% withholding for income tax may be imposed on certain
withdrawals. (See "Tax Status.")

INQUIRIES

     Questions, inquiries or requests for additional information can be
directed to your agent or local representative, or you may contact the Company
as follows:

     [bullet] Write to:               Aetna Life Insurance and Annuity Company
                                      151 Farmington Avenue
                                      Hartford, Connecticut 06156-1277
                                      Attention: Customer Service


- --------------------------------------------------------------------------------
                                   SUMMARY - 2


<PAGE>


     For AetnaPlus Contracts

     [bullet] Call Customer Service:    1-800-525-4225 (for automated transfers
                                        or changes in the allocation of Account
                                        Values, call 1-800-262-3862)
     For Multiple Option Contracts
     (which applies to Contracts issued to the
     following Plans):
       San Bernardino County
       Macomb County
     [bullet] Call Customer Service     1-800-462-4458 (for automated transfers
                                        or changes in the allocation of Account
                                        Values, call 1-800-262-3862)


- --------------------------------------------------------------------------------
                                   SUMMARY - 3


<PAGE>


                                    FEE TABLE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

This Fee Table describes the various charges and expenses associated with the
Contract during the Accumulation Period. For amounts deducted during the Annuity
Period, see "Annuity Period--Charges Deducted During the Annuity Period." No
sales charge is paid when the Contract is purchased. Some expenses may vary as
explained under "Charges and Deductions." The charges and expenses shown below
do not include premium taxes that may be applicable. For more information
regarding expenses paid out of assets of a particular Fund, see the Fund's
prospectus.

CONTRACT HOLDER TRANSACTION EXPENSES
     Deferred Sales Charge. (as a percentage of the amount withdrawn):*

      INSTALLMENT PURCHASE PAYMENT ACCOUNTS

<TABLE>
<CAPTION>
- --------------------------------------------
 Purchase Payment
Periods Completed                 Deduction
- --------------------------------- ----------
  <S>                                 <C>
  Less than 5                         5%
  5 or more but less than 7           4%
  7 or more but less than 9           3%
  9 or more but less than 10          2%
  more than 10                        0%
- --------------------------------------------
</TABLE>


      SINGLE PURCHASE PAYMENTS ACCOUNTS

<TABLE>
<CAPTION>
- --------------------------------------------
Account Years Completed           Deduction
- --------------------------------- ----------
  <S>                                 <C>
  Less than 5                         5%
  5 or more but less than 6           4%
  6 or more but less than 7           3%
  7 or more but less than 8           2%
  8 or more but less than 9           1%
  9 or more                           0%
- --------------------------------------------
</TABLE>

<TABLE>
    <S>                                                  <C>
    Annual Contract Maintenance Fee
    Installment Purchase Payment Accounts .........      $20.00**
    Single Purchase Payment Accounts ..............      $ 0.00
</TABLE>

 * The total amount deducted for the deferred sales charge will not exceed 8.5%
   of the total Purchase Payments applied to the Account.

** The maintenance fee will generally be deducted annually from each
   Installment Purchase Payment Account during the Accumulation Period. The
   amount of the maintenance fee may be reduced or eliminated. See "Charges
   and Deductions--Maintenance Fee." The amount shown is the maximum
   maintenance fee that can be deducted under the Contract.

SEPARATE ACCOUNT ANNUAL EXPENSES

(Daily deductions, equal to the percentage shown on an annual basis, made from
amounts allocated to the variable options under each Contract.)

For all Contracts except those for which an Administrative Expense Charge is
imposed (see "Charges and Deductions"), Separate Account Annual Expenses are:


<TABLE>
    <S>                                                  <C>
    Mortality and Expense Risk Charge .........          1.25%
    Administrative Expense Charge .............          0.00%
                                                         ----
     Total Separate Account Charges ...........          1.25%
                                                         ====
</TABLE>
For Contracts for which an Administrative Expense Charge is imposed (see
"Charges and Deductions"), Separate Account Annual Expenses are:

<TABLE>
    <S>                                                  <C>
    Mortality and Expense Risk Charge .........          1.25%
    Administrative Expense Charge .............          0.25%
                                                         ----
     Total Separate Account Charges ...........          1.50%
                                                         ====
</TABLE>


- --------------------------------------------------------------------------------
                                  FEE TABLE - 1

<PAGE>


ANNUAL EXPENSES OF THE FUNDS

     The following table illustrates the advisory fees and other expenses
applicable to the Funds. Except as noted, the following figures are a percentage
of average net assets and, except where otherwise indicated, are based on
figures for the year ended December 31, 1997. A Fund's "Other Expenses" include
operating costs of the Fund. These expenses are reflected in the Fund's net
asset value and are not deducted from the Account Value under the Contract.


<TABLE>
<CAPTION>
                                                                     Investment
                                                                  Advisory Fees(1)     Other Expenses
                                                                   (after expense      (after expense       Total Fund
                                                                   reimbursement)      reimbursement)     Annual Expenses
                                                                 ------------------   ----------------   ----------------
<S>                                                                      <C>                 <C>                <C>
Aetna Ascent VP(2)(3)                                                    0.57%               0.23%              0.80%
Aetna Balanced VP, Inc.(3)                                               0.50%               0.10%              0.60%
Aetna Bond VP(3)                                                         0.40%               0.10%              0.50%
Aetna Crossroads VP(2)(3)                                                0.55%               0.25%              0.80%
Aetna Growth VP(2)(3)                                                    0.16%               0.64%              0.80%
Aetna Growth and Income VP(3)                                            0.50%               0.09%              0.59%
Aetna High Yield VP(2)(3)                                                0.47%               0.33%              0.80%
Aetna Index Plus Large Cap VP(2)(3)                                      0.32%               0.23%              0.55%
Aetna Index Plus Mid Cap VP(2)(3)                                        0.27%               0.33%              0.60%
Aetna Index Plus Small Cap VP(2)(3)                                      0.27%               0.33%              0.60%
Aetna International VP(2)(3)                                             0.77%               0.38%              1.15%
Aetna Legacy VP(2)(3)                                                    0.49%               0.31%              0.80%
Aetna Money Market VP(3)                                                 0.25%               0.10%              0.35%
Aetna Real Estate Securities VP(2)(3)                                    0.62%               0.33%              0.95%
Aetna Small Company VP(2)(3)                                             0.35%               0.60%              0.95%
Aetna Value Opportunity VP(2)(3)                                         0.20%               0.60%              0.80%
Calvert Social Balanced Portfolio(4)                                     0.69%               0.12%              0.81%
Fidelity VIP Equity-Income Portfolio(5)                                  0.50%               0.08%              0.58%
Fidelity VIP Growth Portfolio(5)                                         0.60%               0.09%              0.69%
Fidelity VIP Overseas Portfolio(5)                                       0.75%               0.17%              0.92%
Fidelity VIP II Contrafund Portfolio(5)                                  0.60%               0.11%              0.71%
Janus Aspen Aggressive Growth Portfolio(6)                               0.73%               0.03%              0.76%
Janus Aspen Balanced Portfolio(6)                                        0.76%               0.07%              0.83%
Janus Aspen Flexible Income Portfolio                                    0.65%               0.10%              0.75%
Janus Aspen Growth Portfolio(6)                                          0.65%               0.05%              0.70%
Janus Aspen Worldwide Growth Portfolio(6)                                0.66%               0.08%              0.74%
Lexington Natural Resources Trust                                        1.00%               0.25%              1.25%
Oppenheimer Global Securities Fund                                       0.70%               0.06%              0.76%
Oppenheimer Strategic Bond Fund                                          0.75%               0.08%              0.83%
Portfolio Partners MFS Emerging Equities Portfolio(7)(8)                 0.68%               0.13%              0.81%
Portfolio Partners MFS Research Growth Portfolio(7)(8)                   0.70%               0.15%              0.85%
Portfolio Partners MFS Value Equity Portfolio(7)                         0.65%               0.25%              0.90%
Portfolio Partners Scudder International Growth Portfolio(7)             0.80%               0.20%              1.00%
Portfolio Partners T. Rowe Price Growth Equity Portfolio(7)              0.60%               0.15%              0.75%
</TABLE>

- ------------------
(1)Certain of the Fund advisers reimburse the Company for administrative costs
   incurred in connection with administering the Funds as variable funding
   options under the Contract. These reimbursements are paid out of the
   investment advisory fees and are not charged to investors.
(2)Effective May 1, 1998, the Portfolios' adviser has agreed to waive a portion
   of its fee or to reimburse certain expenses so that aggregate expenses do not
   exceed the total expenses shown above. These fee waiver/expense reimbursement
   arrangements will increase total return and may be modified or terminated at
   any time.

   Without these fee waiver/expense reimbursement arrangements Management Fees
   and Total Expenses for the Portfolio would be higher. Management Fees and
   Total Expenses would be as follows: 0.60% and 0.83% for Ascent VP; 0.60% and
   0.85% for Crossroads VP; 0.60% and 1.24% for Growth VP; 0.65% and 0.98% for
   High Yield VP; 0.35% and 0.58% for Index Plus Large Cap VP; 0.40% and 0.73%
   for Index Plus Mid Cap VP; 0.40% and 0.73% for Index Plus Small Cap VP; 0.85%
   and 1.23% for International VP; 0.60% and 0.91% for Legacy VP; 0.75% and
   1.08% for Real Estate Securities VP; 0.75% and 1.35% for Small Company VP;
   and 0.60% and 1.20% for Value Opportunity VP, respectively.


- --------------------------------------------------------------------------------
                                  FEE TABLE - 2


<PAGE>


(3)Prior to May 1, 1998, the investment adviser provided administrative services
   to the Fund and assumed the Fund's ordinary recurring direct costs under an
   Administrative Services Agreement. Effective May 1, 1998, the investment
   adviser will continue to provide administrative services to the Fund but will
   no longer assume all of the Fund's ordinary recurring direct costs under the
   Administrative Services Agreement. The Administrative Fee is 0.075% on the
   first $5 billion in assets and 0.050% on all assets over $5 billion. The
   "Other Expenses" shown are not based on actual figures for the year ended
   December 31, 1997, but reflect the fee payable under the new Administrative
   Services Agreement and estimates of the Fund's ordinary recurring direct
   costs.

   High Yield VP, Index Plus Mid Cap VP, Index Plus Small Cap VP, International
   VP and Real Estate Securities VP commenced operations in December 1997,
   therefore, estimates are based on expenses incurred for similar funds. Actual
   expenses incurred may be more or less than the amounts shown above.
(4)The figures above are based on expenses for the fiscal year 1997, and have
   been restated to reflect an increase in transfer agency expenses of 0.01% for
   the Portfolio expected to be incurred in 1998. "Management Fees" includes a
   performance adjustment, which depending on performance, could cause the fee
   to be as high as 0.85% or as low as 0.55%. "Other Expenses" reflect an
   indirect fee of 0.03% (relating to an expense offset arrangement with the
   Portfolio's custodian). Net fund operating expenses after reductions for fees
   paid indirectly (again, restated) would be 0.78%.
(5)A portion of the brokerage commissions that certain funds pay was used to
   reduce fund expenses. In addition, certain funds have entered into
   arrangements with their custodian whereby credits realized, as a result of
   uninvested cash balances were used to reduce custodian expenses. Including
   these reductions, the total operating expenses would have been 0.57% for
   Equity-Income Portfolio; 0.67% for Growth Portfolio; 0.90% for Overseas
   Portfolio, and 0.68% for Contrafund Portfolio.
(6)Management fees for Aggressive Growth, Balanced, Growth and Worldwide Growth
   Portfolios reflect a reduced fee schedule effective July 1, 1997. The
   management fees shown above are based on the new rate applied to net assets
   as of December 31, 1997. Other expenses are based on gross expenses of the
   Shares before expense offset arrangements for the fiscal year ended December
   31, 1997. The information for each Portfolio is net of fee waivers or
   reductions from Janus Capital. Fee reductions for the Aggressive Growth,
   Balanced, Growth and Worldwide Growth Portfolios reduce the management fee to
   the level of the corresponding Janus retail fund. Other waivers, if
   applicable, are first applied against the management fee and then against
   other expenses. Without such waivers or reductions, the Management Fee, Other
   Expenses and Total Operating Expenses for the Shares would have been 0.74%,
   0.04%, and 0.78% for Aggressive Growth Portfolio; 0.77%, 0.06%, and 0.83% for
   Balanced Portfolio; 0.74%, 0.04%, and 0.78% for Growth Portfolio; and 0.72%,
   0.09%, and 0.81% for Worldwide Growth Portfolio, respectively. Janus Capital
   may modify or terminate the waivers or reductions at any time upon at least
   90 days' notice to the Trustees.
(7)Each Portfolio's aggregate expenses are contractually limited to the advisory
   and administrative fees disclosed above. The investment adviser will not seek
   an increase in its advisory or administrative fee at any time prior to May 1,
   1999.
(8)The advisory fee is 0.70% of the first $500 million in assets and 0.65% on
   the excess.


- --------------------------------------------------------------------------------
                                  FEE TABLE - 3


<PAGE>


HYPOTHETICAL ILLUSTRATION (EXAMPLE)

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

WITHOUT ADMINISTRATIVE EXPENSE CHARGE:

The following Examples illustrate the expenses that would have been paid
assuming a $1,000 investment in the Contract and a 5% return on assets. This
example assumes that no Administrative Expense Charge is imposed. For the
purposes of these Examples, the maximum maintenance fee of $20.00 that can be
deducted under the Contract has been converted to a percentage of assets equal
to 0.017%.


<TABLE>
<CAPTION>
                                                                    EXAMPLE A
                                                                    ---------
                                                     If you withdraw your entire Account
                                                     Value at the end of the periods shown,
                                                     you would pay the following expenses,
                                                     including any applicable deferred
                                                     sales charge:
                                                     1 year   3 years   5 years   10 years
                                                     -------- --------- --------- ----------
<S>                                                     <C>      <C>       <C>       <C>
Aetna Ascent VP                                         $72      $119      $169      $240
Aetna Balanced VP, Inc.                                 $71      $114      $159      $219
Aetna Bond VP                                           $70      $111      $154      $208
Aetna Crossroads VP                                     $72      $119      $169      $240
Aetna Growth VP                                         $72      $119      $169      $240
Aetna Growth and Income VP                              $70      $113      $159      $218
Aetna High Yield VP                                     $72      $119      $169      $240
Aetna Index Plus Large Cap VP                           $70      $112      $157      $213
Aetna Index Plus Mid Cap VP                             $71      $114      $159      $219
Aetna Index Plus Small Cap VP                           $71      $114      $159      $219
Aetna International VP                                  $76      $129      $186      $275
Aetna Legacy VP                                         $72      $119      $169      $240
Aetna Money Market VP                                   $68      $106      $147      $192
Aetna Real Estate Securities VP                         $74      $124      $176      $255
Aetna Small Company VP                                  $74      $124      $176      $255
Aetna Value Opportunity VP                              $72      $119      $169      $240
Calvert Social Balanced Portfolio                       $73      $120      $169      $241
Fidelity VIP Equity-Income Portfolio                    $70      $113      $158      $217
Fidelity VIP Growth Portfolio                           $71      $116      $164      $228
Fidelity VIP Overseas Portfolio                         $74      $123      $175      $252
Fidelity VIP II Contrafund Portfolio                    $72      $117      $165      $230
Janus Aspen Aggressive Growth Portfolio                 $72      $118      $167      $236
Janus Aspen Balanced Portfolio                          $73      $120      $170      $243
Janus Aspen Flexible Income Portfolio                   $72      $118      $167      $234
Janus Aspen Growth Portfolio                            $71      $116      $164      $229
Janus Aspen Worldwide Growth Portfolio                  $72      $119      $168      $233
Lexington Natural Resources Trust                       $77      $132      $190      $285
Oppenheimer Global Securities Fund                      $72      $118      $167      $236
Oppenheimer Strategic Bond Fund                         $73      $120      $170      $243
Portfolio Partners MFS Emerging Equities Portfolio      $73      $120      $169      $241
Portfolio Partners MFS Research Growth Portfolio        $73      $121      $171      $245
Portfolio Partners MFS Value Equity Portfolio           $73      $122      $174      $250
Portfolio Partners Scudder International Growth
 Portfolio                                              $74      $125      $179      $260
Portfolio Partners T. Rowe Price Growth Equity
 Portfolio                                              $72      $118      $167      $234


<CAPTION>
                                                                   EXAMPLE B
                                                                   ---------
                                                     If you do not withdraw your Account
                                                     Value, or if you annuitize at the end of
                                                     the periods shown, you would pay the
                                                     following expenses (no deferred sales
                                                     charge is reflected):*
                                                     1 year   3 years   5 years   10 years
                                                     -------- --------- --------- ---------
<S>                                                     <C>      <C>       <C>       <C>
Aetna Ascent VP                                         $21      $65       $111      $240
Aetna Balanced VP, Inc.                                 $19      $59       $101      $219
Aetna Bond VP                                           $18      $56       $ 96      $208
Aetna Crossroads VP                                     $21      $65       $111      $240
Aetna Growth VP                                         $21      $65       $111      $240
Aetna Growth and Income VP                              $19      $58       $100      $218
Aetna High Yield VP                                     $21      $65       $111      $240
Aetna Index Plus Large Cap VP                           $18      $57       $ 98      $213
Aetna Index Plus Mid Cap VP                             $19      $59       $101      $219
Aetna Index Plus Small Cap VP                           $19      $59       $101      $219
Aetna International VP                                  $24      $75       $129      $275
Aetna Legacy VP                                         $21      $65       $111      $240
Aetna Money Market VP                                   $16      $51       $ 88      $192
Aetna Real Estate Securities VP                         $22      $69       $119      $255
Aetna Small Company VP                                  $22      $69       $119      $255
Aetna Value Opportunity VP                              $21      $65       $111      $240
Calvert Social Balanced Portfolio                       $21      $65       $112      $241
Fidelity VIP Equity-Income Portfolio                    $19      $58       $100      $217
Fidelity VIP Growth Portfolio                           $20      $61       $106      $228
Fidelity VIP Overseas Portfolio                         $22      $68       $117      $252
Fidelity VIP II Contrafund Portfolio                    $20      $62       $107      $230
Janus Aspen Aggressive Growth Portfolio                 $21      $64       $109      $236
Janus Aspen Balanced Portfolio                          $21      $66       $113      $243
Janus Aspen Flexible Income Portfolio                   $20      $63       $109      $234
Janus Aspen Growth Portfolio                            $20      $62       $106      $229
Janus Aspen Worldwide Growth Portfolio                  $20      $63       $108      $233
Lexington Natural Resources Trust                       $25      $78       $134      $285
Oppenheimer Global Securities Fund                      $21      $64       $109      $236
Oppenheimer Strategic Bond Fund                         $21      $66       $113      $243
Portfolio Partners MFS Emerging Equities Portfolio      $21      $65       $112      $241
Portfolio Partners MFS Research Growth Portfolio        $21      $66       $114      $245
Portfolio Partners MFS Value Equity Portfolio           $22      $68       $116      $250
Portfolio Partners Scudder International Growth
 Portfolio                                              $23      $71       $121      $260
Portfolio Partners T. Rowe Price Growth Equity
 Portfolio                                              $20      $63       $109      $234
</TABLE>

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


- --------------------------------------------------------------------------------
                                  FEE TABLE - 4


<PAGE>


HYPOTHETICAL ILLUSTRATION (EXAMPLE)

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

WITH ADMINISTRATIVE EXPENSE CHARGE:

The following Examples illustrate the expenses that would have been paid
assuming a $1,000 investment in the Contract and a 5% return on assets. This
example assumes that an Administrative Expense Charge of 0.25% annually is
imposed. For the purposes of these Examples, the maximum maintenance fee of
$20.00 that can be deducted under the Contract has been converted to a
percentage of assets equal to 0.017%.


<TABLE>
<CAPTION>
                                                                    EXAMPLE A
                                                                    ---------
                                                     If you withdraw your entire Account
                                                     Value at the end of the periods shown,
                                                     you would pay the following expenses,
                                                     including any applicable deferred
                                                     sales charge:
                                                     1 year   3 years   5 years   10 years
                                                     -------- --------- --------- ----------
<S>                                                     <C>      <C>       <C>       <C>
Aetna Ascent VP                                         $75      $126      $181      $265
Aetna Balanced VP, Inc.                                 $73      $121      $171      $245
Aetna Bond VP                                           $72      $118      $167      $234
Aetna Crossroads VP                                     $75      $126      $181      $265
Aetna Growth VP                                         $75      $126      $181      $265
Aetna Growth and Income VP                              $73      $120      $171      $244
Aetna High Yield VP                                     $75      $126      $181      $265
Aetna Index Plus Large Cap VP                           $72      $119      $169      $240
Aetna Index Plus Mid Cap VP                             $73      $121      $171      $245
Aetna Index Plus Small Cap VP                           $73      $121      $171      $245
Aetna International VP                                  $78      $136      $197      $300
Aetna Legacy VP                                         $75      $126      $181      $265
Aetna Money Market VP                                   $71      $114      $159      $219
Aetna Real Estate Securities VP                         $76      $131      $188      $280
Aetna Small Company VP                                  $76      $131      $188      $280
Aetna Value Opportunity VP                              $75      $126      $181      $265
Calvert Social Balanced Portfolio                       $75      $127      $181      $266
Fidelity VIP Equity-Income Portfolio                    $73      $120      $170      $243
Fidelity VIP Growth Portfolio                           $74      $123      $176      $254
Fidelity VIP Overseas Portfolio                         $76      $130      $187      $277
Fidelity VIP II Contrafund Portfolio                    $74      $124      $177      $256
Janus Aspen Aggressive Growth Portfolio                 $74      $125      $179      $261
Janus Aspen Balanced Portfolio                          $75      $127      $182      $268
Janus Aspen Flexible Income Portfolio                   $74      $125      $179      $260
Janus Aspen Growth Portfolio                            $74      $124      $176      $255
Janus Aspen Worldwide Growth Portfolio                  $74      $125      $178      $259
Lexington Natural Resources Trust                       $79      $139      $202      $310
Oppenheimer Global Securities Fund                      $74      $125      $179      $261
Oppenheimer Strategic Bond Fund                         $75      $127      $182      $268
Portfolio Partners MFS Emerging Equities Portfolio      $75      $127      $181      $266
Portfolio Partners MFS Research Growth Portfolio        $75      $128      $183      $270
Portfolio Partners MFS Value Equity Portfolio           $76      $129      $186      $275
Portfolio Partners Scudder International Growth
 Portfolio                                              $77      $132      $190      $285
Portfolio Partners T. Rowe Price Growth Equity
 Portfolio                                              $74      $125      $179      $260


<CAPTION>
                                                                   EXAMPLE B
                                                                   ---------
                                                     If you do not withdraw your Account
                                                     Value, or if you annuitize at the end of
                                                     the periods shown, you would pay the
                                                     following expenses (no deferred sales
                                                     charge is reflected):*
                                                     1 year   3 years   5 years   10 years
                                                     -------- --------- --------- ---------
<S>                                                     <C>      <C>       <C>       <C>
Aetna Ascent VP                                         $23      $ 72      $124      $265
Aetna Balanced VP, Inc.                                 $21      $ 66      $114      $245
Aetna Bond VP                                           $20      $ 63      $109      $234
Aetna Crossroads VP                                     $23      $ 72      $124      $265
Aetna Growth VP                                         $23      $ 72      $124      $265
Aetna Growth and Income VP                              $21      $ 66      $113      $244
Aetna High Yield VP                                     $23      $ 72      $124      $265
Aetna Index Plus Large Cap VP                           $21      $ 65      $111      $240
Aetna Index Plus Mid Cap VP                             $21      $ 66      $114      $245
Aetna Index Plus Small Cap VP                           $21      $ 66      $114      $245
Aetna International VP                                  $27      $ 83      $141      $300
Aetna Legacy VP                                         $23      $ 72      $124      $265
Aetna Money Market VP                                   $19      $ 59      $101      $219
Aetna Real Estate Securities VP                         $25      $ 77      $131      $280
Aetna Small Company VP                                  $25      $ 77      $131      $280
Aetna Value Opportunity VP                              $23      $ 72      $124      $265
Calvert Social Balanced Portfolio                       $24      $ 73      $124      $266
Fidelity VIP Equity-Income Portfolio                    $21      $ 66      $113      $243
Fidelity VIP Growth Portfolio                           $22      $ 69      $118      $254
Fidelity VIP Overseas Portfolio                         $25      $ 76      $130      $277
Fidelity VIP II Contrafund Portfolio                    $23      $ 70      $119      $256
Janus Aspen Aggressive Growth Portfolio                 $23      $ 71      $122      $261
Janus Aspen Balanced Portfolio                          $24      $ 73      $125      $268
Janus Aspen Flexible Income Portfolio                   $23      $ 71      $121      $260
Janus Aspen Growth Portfolio                            $22      $ 69      $119      $255
Janus Aspen Worldwide Growth Portfolio                  $23      $ 71      $121      $259
Lexington Natural Resources Trust                       $28      $ 86      $146      $310
Oppenheimer Global Securities Fund                      $23      $ 71      $122      $261
Oppenheimer Strategic Bond Fund                         $24      $ 73      $125      $268
Portfolio Partners MFS Emerging Equities Portfolio      $24      $ 73      $124      $266
Portfolio Partners MFS Research Growth Portfolio        $24      $ 74      $126      $270
Portfolio Partners MFS Value Equity Portfolio           $24      $ 75      $129      $275
Portfolio Partners Scudder International Growth
 Portfolio                                              $25      $ 78      $134      $285
Portfolio Partners T. Rowe Price Growth Equity
 Portfolio                                              $23      $ 71      $121      $260
</TABLE>

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


- --------------------------------------------------------------------------------
                                  FEE TABLE - 5


<PAGE>


                         CONDENSED FINANCIAL INFORMATION
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

     Condensed Financial Information for the Separate Account is shown in
Appendix IV.

                                   THE COMPANY
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

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

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

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

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

     The Contract Holder (or you, if allowed by the Contract Holder) may
allocate Purchase Payments to one or more of the Subaccounts as designated on
the enrollment form. In turn, the Subaccounts invest in the corresponding Funds
at net asset value. The total number of investment options you may select at any
one time is limited to 18. Each Subaccount selected, the Fixed Account, Fixed
Plus Account and each classification of the Guaranteed Accumulation Account
counts as one option.

     The Contract Holder may decide to offer only a select number of Funds as
funding options under its Plan, or may decide to change which Funds it offers.
In addition, the Company may add, withdraw or substitute Funds, subject to the
conditions in the Contract and to compliance with regulatory requirements. The
availability of the Funds may also be subject to applicable regulatory
authorization. Not all Funds may be available in all jurisdictions, under all
Contracts or in all Plans.

     The investment results of the Funds described below are likely to differ
significantly and there is no assurance that any of the Funds will achieve their
respective investment objectives. Except where otherwise noted, all of the Funds
are diversified, as defined in the 1940 Act

[bullet] Aetna Balanced VP, Inc. (formerly Aetna Investment Advisers Fund,
         Inc.) seeks to maximize investment return, consistent with reasonable
         safety of principal


- --------------------------------------------------------------------------------
                                        1


<PAGE>

         by investing in a diversified portfolio in one or more of the following
         asset classes: stocks, bonds and cash equivalents, based on the
         investment adviser's judgment of which of those sectors or mix thereof
         offers the best investment prospects.(1)

[bullet] Aetna Income Shares d/b/a Aetna Bond VP seeks to maximize total
         return, consistent with reasonable risk, through investments in a
         diversified portfolio consisting primarily of debt securities.(1)

[bullet] Aetna Variable Fund d/b/a Aetna Growth and Income VP seeks to maximize
         total return through investments in a diversified portfolio of common
         stocks and securities convertible into common stock.(1)

[bullet] Aetna Variable Encore Fund d/b/a Aetna Money Market VP seeks to
         provide high current return, consistent with preservation of capital
         and liquidity, through investment in high-quality money market
         instruments. An investment in the Fund is neither insured nor
         guaranteed by the U.S. Government.(1)

[bullet] Aetna Generation Portfolios, Inc.--Aetna Ascent VP (formerly Aetna
         Ascent Variable Portfolio) seeks to provide capital appreciation. The
         Portfolio is designed for investors who have an investment horizon
         exceeding 15 years and who have a high level of risk tolerance.(1)

[bullet] Aetna Generation Portfolios, Inc.-- Aetna Crossroads VP (formerly
         Aetna Crossroads Variable Portfolio) seeks to provide total return
         (i.e., income and capital appreciation, both realized and unrealized).
         The Portfolio is designed for investors who have an investment horizon
         exceeding 10 years and who have a moderate level of risk tolerance.(1)

[bullet] Aetna Generation Portfolios, Inc.-- Aetna Legacy VP (formerly Aetna
         Legacy Variable Portfolio) seeks to provide total return consistent
         with preservation of capital. The Portfolio is designed for investors
         who have an investment horizon exceeding five years and who have a low
         level of risk tolerance.(1)

[bullet] Aetna Variable Portfolios, Inc.--Aetna Growth VP (formerly Aetna
         Variable Growth Portfolio) seeks growth of capital through investment
         in a diversified portfolio of common stocks and securities convertible
         into common stocks believed to offer growth potential.(1)

[bullet] Aetna Variable Portfolios, Inc.--Aetna High Yield VP seeks high
         current income and growth of capital primarily through investment in a
         diversified portfolio of fixed income securities rated lower than BBB-
         by Standard and Poor's Corporation or lower than Baa3 by Moody's
         Investors Service, Inc.

[bullet] Aetna Variable Portfolios, Inc.--Aetna Index Plus Large Cap VP
         (formerly Aetna Variable Index Plus Portfolio) seeks to outperform the
         total return performance of publicly traded common stocks represented
         by the S&P 500 Composite Stock Price Index.(1)

[bullet] Aetna Variable Portfolios, Inc.--Aetna Index Plus Mid Cap VP seeks to
         outperform the total return performance of publicly traded common
         stocks represented in the S&P 400.(1)

[bullet] Aetna Variable Portfolios, Inc.--Aetna Index Plus Small Cap VP seeks
         to outperform the total return performance of publicly traded common
         stocks represented by the S&P Small Cap 600 Index, a stock market
         index composed of 600 common stocks selected by Standard and Poor's
         Corporation.(1)

[bullet] Aetna Variable Portfolios, Inc.--Aetna International VP seeks
         long-term capital growth primarily through investment in a diversified
         portfolio of common stocks principally traded in countries outside of
         the United States. Aetna International VP will not target any given
         level of current income.(1)

[bullet] Aetna Variable Portfolios, Inc.--Aetna Real Estate Securities VP seeks
         maximum total return primarily through investment in a diversified
         portfolio of equity securities issued by real estate companies, the
         majority of which are real estate investment trusts (REITs).(1)

[bullet] Aetna Variable Portfolios, Inc.--Aetna Small Company VP (formerly
         Aetna Variable Small Company Portfolio) seeks growth of capital
         primarily through investment in a diversified portfolio of common
         stocks and securities convertible into common stocks of companies with
         smaller market capitalizations.(1)

[bullet] Aetna Variable Portfolios, Inc.-- Aetna Value Opportunity VP (formerly
         Aetna Variable Capital Appreciation Portfolio) seeks growth of capital
         primarily through investment in a diversified portfolio of common
         stocks and securities convertible into common stock.(1)

- --------------------------------------------------------------------------------
                                        2
<PAGE>


[bullet] Calvert Social Balanced Portfolio (formerly as Calvert Responsibly
         Invested Portfolio) is a nondiversified portfolio that seeks to
         achieve a total return above the rate of inflation through an actively
         managed, nondiversified portfolio of common and preferred stocks,
         bonds and money market instruments which offer income and capital
         growth opportunity and which satisfy the social criteria established
         for the Portfolio.(2)

[bullet] Fidelity Investments Variable Insurance Products Fund--Equity-Income
         Portfolio seeks reasonable income by investing primarily in
         income-producing equity securities. In selecting investments, the Fund
         also considers the potential for capital appreciation.(3)

[bullet] Fidelity Investments Variable Insurance Products Fund--Growth
         Portfolio seeks capital appreciation by investing mainly in common
         stocks, although its investments are not restricted to any one type of
         security.(3)

[bullet] Fidelity Investments Variable Insurance Products Fund--Overseas
         Portfolio seeks long-term growth by investing in foreign securities
         (at least 65% of the Fund's total assets in securities of foreign
         issuers). Foreign investments involve greater risks than U.S.
         investments, including political and economic risks and the risk of
         currency fluctuation.(3)

[bullet] Fidelity Investments Variable Insurance Products Fund II--Contrafund
         Portfolio seeks maximum total return over the long term by investing
         mainly in securities of companies whose value the investment adviser
         believes is not full recognized by the public.(3)

[bullet] Janus Aspen Series--Aggressive Growth Portfolio is a nondiversified
         portfolio that seeks long-term growth of capital in a manner
         consistent with the preservation of capital. The Portfolio pursues its
         investment objective by normally investing at least 50% of its equity
         assets in securities issued by medium-sized companies. Medium-sized
         companies are those whose market capitalizations fall within the range
         of companies in the S&P Midcap 400 Index, which as of December 31,
         1997 included companies with capitalizations between approximately
         $213 million and $13.7 billion, but which is expected to change on a
         regular basis.(4)

[bullet] Janus Aspen Series--Balanced Portfolio seeks long-term capital growth
         consistent with the preservation of capital and balanced by current
         income. The Portfolio pursues its investment objective by, under normal
         circumstances, investing 40%-60% of its assets in equity securities
         selected primarily for their growth potential and 40%-60% of its assets
         in fixed-income securities selected primarily for their income
         potential.(4)

[bullet] Janus Aspen Series--Flexible Income Portfolio seeks to obtain maximum
         total return, consistent with preservation of capital. The Portfolio
         pursues its investment objectives primarily through investments in
         income-producing securities. Total return is expected to result from a
         combination of current income and capital appreciation. The Portfolio
         invests in all types of income producing securities and may have
         substantial holdings of debt securities rated below investment grade
         (e.g. junk bonds).(4)

[bullet] Janus Aspen Series--Growth Portfolio seeks long-term growth of capital
         consistent with the preservation of capital. The Portfolio pursues its
         investment objective by investing primarily in common stocks of
         issuers of any size. This Portfolio generally invests in larger, more
         established issuers.(4)

[bullet] Janus Aspen Series--Worldwide Growth Portfolio seeks long-term growth
         of capital in a manner consistent with the preservation of capital,
         primarily through investments in common stocks of foreign and domestic
         issuers.(4)

[bullet] Lexington Natural Resources Trust is a nondiversified portfolio that
         seeks long-term growth of capital through investment primarily in
         common stocks of companies which own or develop natural resources and
         other basic commodities, or supply goods and services to such
         companies.

         This Fund is only available for investment by Participants who
         established an Account under the Contract before May 1, 1998. As soon
         as all such Participants have redirected their allocations to other
         investment options, the Fund will be closed to all new investment
         (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).(5)

[bullet] Oppenheimer Global Securities Fund seeks long-term capital appreciation
         by investing a substantial portion of its assets in securities of
         foreign issuers, "growth-type" companies, cyclical industries and
         special situations which are considered to have appreciation
         possibilities but which may be considered to be speculative.(6)

[bullet] Oppenheimer Strategic Bond Fund seeks a high level of current income
         principally derived from interest on debt securities and seeks to
         enhance such income by writing covered call options on debt
         securities. The Fund intends to invest principally in (i) foreign
         government and corporate debt securities, (ii) securities of the U.S.
         Government and its agencies and instrumentalities ("U.S. Government
         securities"),


- --------------------------------------------------------------------------------
                                        3

<PAGE>


         and (iii) lower-rated high yield domestic debt securities, commonly
         known as "junk bonds," which are subject to a greater risk of loss of
         principal and nonpayment of interest than higher-rated securities.
         These securities may be considered to be speculative. Current income is
         not an objective.(6)

[bullet] Portfolio Partners, Inc.--MFS Emerging Equities Portfolio seeks to
         provide long-term of captial Dividend and interest income from
         portfolio securities, if any, is incidental to the Portfolio's
         investment objective.(7a)

[bullet] Portfolio Partners, Inc.--MFS Research Growth Portfolio seeks
         long-term growth of capital and future income.(7a)

[bullet] Portfolio Partners, Inc.--MFS Value Equity Portfolio seeks capital
         appreciation. Dividend income, if any, is a consideration incidental
         to the Portfolio's objective of capital appreciation.(7a)

[bullet] Portfolio Partners, Inc.--Scudder International Growth Portfolio seeks
         long-term growth of capital primarily through a diversified portfolio
         of marketable foreign equity securities.(7b)

[bullet] Portfolio Partners, Inc.--T. Rowe Price Growth Equity Portfolio seeks
         long-term growth of capital and, secondarily, to increase dividend
         income by investing primarily in common stocks of well established
         growth companies.(7c)

Investment Advisers for each of the Funds:

  (1) Aeltus Investment Management, Inc.
  (2) Calvert Asset Management Company, Inc.
  (3) Fidelity Management & Research Company
  (4) Janus Capital Corporation
  (5) Lexington Management Corporation (adviser);
      Market Systems Research Advisors, Inc. (subadviser)
  (6) OppenheimerFunds, Inc.
  (7) Aetna Life Insurance and Annuity Company
      (adviser);
      (a) Massachusetts Financial Services Company
          (subadviser)
      (b) Scudder Kemper Investments, Inc. (subadviser)
      (c) T. Rowe Price Associates, Inc. (subadviser)

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

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

     Conflicts of Interest (Mixed and Shared Funding). Shares of the Funds are
sold to each of the Subaccounts for funding the variable annuity contracts
issued by the Company. Shares of the Funds may also be sold to other insurance
companies for the same purpose. This is referred to as "shared funding." Shares
of the Funds may also be used for funding variable life insurance contracts
issued by the Company or by third parties. This is referred to as "mixed
funding."

     Because the Funds available under the Contract are sold to fund variable
annuity contracts and variable life insurance policies issued by us or by other
companies, certain conflicts of interest could arise. If a conflict of interest
were to occur, one of the separate accounts might withdraw its investment in a
Fund, which might force that Fund to sell portfolio securities at
disadvantageous prices, causing its per share value to decrease. Each Fund's
Board of Directors or Trustees has agreed to monitor events in order to identify
any material irreconcilable conflicts which might arise and to determine what
action, if any, should be taken to address such conflict.

CREDITED INTEREST OPTIONS

     Purchase Payments may be allocated to one or more of the Credited Interest
Options available under the Contract as described below. (The Contract Holder
may elect not to offer all Credited Interest Options under its Plan.)*

[bullet] The Guaranteed Accumulation Account (GAA) is a credited interest
         option through which we guarantee stipulated rates of interest for
         stated periods of time. Amounts must remain in the GAA for the full
         guaranteed term to received the quoted interest rates, or a market
         value adjustment (which may be positive or negative) will be applied.
         (See Appendix I.)

[bullet] The Fixed Account is a part of the Company's general account. The
         Fixed Account guarantees a minimum


- --------------------------------------------------------------------------------
                                        4


<PAGE>


         interest rate, as specified in the Contract. The Company may credit
         higher interest rates from time to time. Transfers from the Fixed
         Account are limited. (See Appendix II.)

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

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

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

CONTRACT AVAILABILITY

     The Contracts are designed for Plans established by organizations for their
deferred compensation plans under Section 457 of the Code, and for qualified
defined contribution plans under Section 401(a) of the Code. The Contract is
generally owned by the employer, and an Account is established for each
Participant, as directed by the Contract Holder, to identify contract values
during the Accumulation Period. A Participant's record under the Contract is
known as his or her "Account."
     Prior to the August 20, 1996 enactment of the Small Business Job Protection
Act of 1996 (the "Small Business Act"), all amounts of compensation deferred
under Section 457 Plans, all property and rights purchased with such amounts,
and all income attributable to such amounts, property or rights remained solely
the property and rights of the employer (without being restricted to the
provision of benefits under the Plan), subject only to the claims of the
employer's general creditors. Under the Small Business Act, Section 457 Plans
are required to hold all assets and income in trust (or a custodial account or
annuity contract) for the exclusive benefit of participants and their
beneficiaries. Plans that were in existence on August 20, 1996 are allowed until
January 1, 1999 to meet this requirement. Until such time as a Section 457 Plan
meets the Small Business Act's trust requirement the Contract will be part of
the employer's general assets, subject to the claims of its general creditors,
and benefits available to you will be backed only by the general assets of the
employer.
     Some of the options and elections available under the Contract may not be
available to you under the provisions of your Plan. Contact your employer for
information regarding your Plan.

CONTRACT PURCHASE

     Eligible organizations may acquire a Contract by submitting an application
to the Company. Once we approve the application, a group Contract is issued to
the employer as the Contract Holder. The Company will establish an Account for a
Participant upon receipt of an enrollment form.
     The Company must accept or reject an application or enrollment form within
two business days of receipt. If a form is incomplete, the Company may hold any
forms and accompanying Purchase Payments for five days. Purchase Payments may be
held for longer periods pending acceptance of the forms only with the consent of
the Participant, or under certain circumstances described below, with the
consent of the group Contract Holder. Under limited circumstances the Company
may agree, with respect to a particular Plan, to hold Purchase Payments longer
than the five business days, based on the consent of the group Contract Holder,
in which case the Purchase Payments will be deposited in the Aetna Money Market
VP Subaccount until the forms are completed.

PURCHASE PAYMENTS

     Generally, two types of Purchase Payments may be made under the Contract,
and depending upon which type of payment is made, different Accounts may be
established for each payment type. Continuing, periodic payments will be placed
in "Installment Purchase Payment Accounts." Installment Purchase Payments must
be at least $50 per month ($600 annually) per Participant. No payment may be
less than $25. Lump-sum transfers of amounts accumulated under a pre-existing
plan may be placed in "Single Purchase Payment Accounts" in accordance with the
Company's procedures and minimums in effect at the time of purchase. The Code
imposes a maximum limit on


- --------------------------------------------------------------------------------
                                        5


<PAGE>


annual Purchase Payments which may be excluded from a Participant's gross
income. (See "Tax Status.")

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

RIGHT TO CANCEL

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

TRANSFER CREDITS

     The Company may provide a transfer credit on "transferred assets," subject
to certain conditions and state approvals. Transferred assets are the value of
contributions made on your behalf under this Plan or a prior plan before such
amounts are applied to this Contract. The transfer credit will equal a
percentage of the transferred assets applied to the Contract that remain in the
Contract after a specified period of time. Once a transfer credit is applied to
the Contract, all provisions of the Contract apply. This benefit is provided on
a nondiscriminatory basis. If a transfer credit is due under the Contract, you
will be provided with additional information specific to the Contract.

                             CHARGES AND DEDUCTIONS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

DAILY DEDUCTIONS FROM THE SEPARATE ACCOUNT

     Mortality and Expense Risk Charge. The Company makes a daily deduction from
each of the Subaccounts for the mortality and expense risk charge. The charge is
equal, on an annual basis, to 1.25% of the daily net assets of the Subaccounts
and compensates the Company for the assumption of mortality and expense risks
under the Contract. The mortality risks are those assumed for our promise to
make lifetime payments according to annuity rates specified in the Contract. The
expense risk is the risk that the actual expenses for costs incurred under the
Contract will exceed the maximum costs that can be charged under the Contract.

     If the amount deducted for mortality and expense risks is not sufficient to
cover the mortality costs and expense shortfalls, the loss is borne by the
Company. If the deduction is more than sufficient, the excess may be used to
recover distribution expense relating to the Contracts and as a source of profit
for the Company. The Company expects to make a profit from the mortality and
expense risk charge.

     Administrative Expense Charge. The Company reserves the right to make a
deduction from each of the Subaccounts for an administrative expense charge. The
administrative expense charge compensates the Company for administrative
expenses that exceed revenues from the maintenance fee described below. The
charge is set at a level which does not exceed the average expected cost of the
administrative services to be provided while the Contract is in force. The
Company does not expect to make a profit from this charge.

     Effective April 4, 1997, the administrative expense charge during the
Accumulation Period equals, on an annual basis, 0.25% of the daily net assets
allocated to the Subaccounts for Contracts effective prior to October 31, 1996
where the number of Participants with assets in the Contract is less than 30 as
of November 30, 1996 and the Contract Holder has chosen not to elect one of the
Company's electronic standards for cash collection and application of
participant contribution data. There is currently no administrative expense
charge assessed during the Accumulation Period for any other Contracts.

     In addition, the administrative expense charge will not be imposed for
Participants who enrolled in a group


- --------------------------------------------------------------------------------
                                        6


<PAGE>


Contract prior to November 5, 1984, for any Participants in individual
Contracts issued prior to November 5, 1984, or for Contracts issued to public
school systems.

     There is currently no administrative expense charge during the Annuity
Period. Once an Annuity Option is elected, the charge will be established and
will be effective during the entire Annuity Period.

MAINTENANCE FEE

     During the Accumulation Period, the Company will deduct an annual
maintenance fee from each Installment Purchase Payment Account on its
anniversary date. The maintenance fee is to reimburse the Company for some of
its administrative expenses relating to the establishment and maintenance of the
Accounts.

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

     Reduction or Elimination of the Maintenance Fee. The annual maintenance fee
may be reduced or eliminated under various conditions as agreed to by us and the
Contract Holder in writing. Any reduction or elimination of the annual
maintenance fee will reflect differences in administrative costs and services
after taking into consideration factors such as the following:

     [bullet] the size, characteristics, and nature of the group to which a
              Contract is issued;

     [bullet] the level of our anticipated expenses in administering the
              Contract, such as billing for Purchase Payments, producing
              periodic reports, providing for the direct payment of Contract
              charges rather than having them deducted from Account Values, and
              any other factors pertaining to the level and expense of
              administrative services which will be provided under the Contract.

     Any reduction or elimination of maintenance fees will not be unfairly
discriminatory against any person. We will make any reduction in annual
maintenance fees according to our own rules in effect at the time an application
for a Contract is approved. We reserve the right to change these rules from time
to time.

DEFERRED SALES CHARGE

     Withdrawals of all or a portion of the Account Value may be subject to a
deferred sales charge. The deferred sales charge is a percentage of the amount
withdrawn from the Subaccounts, the Fixed Account or the Guaranteed Accumulation
Account. No deferred sales charge is deducted from amounts withdrawn from the
Fixed Plus Account.
     For Installment Purchase Payment Accounts, the deferred sales charge is
based on the number of completed Purchase Payment Periods. For Single Purchase
Payment Accounts, it is based on the number of Account Years that have elapsed
since the Account's effective date. The amount of the deferred sales charge is
determined in accordance with the schedule set forth in the following tables:

INSTALLMENT PURCHASE PAYMENT ACCOUNTS

<TABLE>
<CAPTION>
- --------------------------------------------------
 Purchase Payment                  Deferred Sales
Periods Completed                 Charge Deduction
- ------------------------------   -----------------
  <S>                                   <C>
  Less than 5                           5%
  5 or more but less than 7             4%
  7 or more but less than 9             3%
  9 or more but less than 10            2%
  More than 10                          0%
- --------------------------------------------------
</TABLE>

         SINGLE PURCHASE PAYMENT ACCOUNTS

<TABLE>
<CAPTION>
- -------------------------------------------------
Account Years                     Deferred Sales
 Completed                       Charge Deduction
- -----------------------------   -----------------
  <S>                                  <C>
  Less than 5                          5%
  5 or more but less than 6            4%
  6 or more but less than 7            3%
  7 or more but less than 8            2%
  8 or more but less than 9            1%
  9 or more                            0%
- -------------------------------------------------
</TABLE>

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

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

[bullet] applied to provide Annuity benefits;

[bullet] withdrawn on or after the tenth anniversary of the effective date of
         the Account;


- --------------------------------------------------------------------------------
                                        7


<PAGE>


[bullet] withdrawn due to a hardship resulting from an unforeseeable emergency
         or hardship, as applicable, as specified in the Code;

[bullet] paid due to your death before Annuity payments begin;

[bullet] withdrawn due to the election of a Systematic Distribution Option (see
         "Systematic Distribution Options");
[bullet] paid where the Account Value is $3,500 or less and no amount has been
         withdrawn or used to purchase Annuity benefits during the prior 12
         months;

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

[bullet] withdrawn from an Installment Purchase Payment Account by a
         Participant who is at least age 591/2 and who has completed nine
         Purchase Payment Periods.

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

     Reduction or Elimination of the Deferred Sales Charge. For a particular
Plan, we may reduce, waive or eliminate the deferred sales charge. Any
reduction, waiver or elimination of such charges will reflect differences or
expected differences in the amounts of unrecovered distribution costs or
services of the types that the charge is intended to defray. When considering
whether to reduce or eliminate such charges or to grant such a waiver, we will
take into account factors which may include the following:

[bullet] the number of participants under the Plan;

[bullet] the expected level of assets or cash flow under the Plan;

[bullet] the level of agent involvement in sales activities;

[bullet] the level of our sales-related expenses;

[bullet] the specific distribution provisions under the Plan;

[bullet] the Plan's purchase of one or more other variable annuity contracts
         from us and the features of those contracts;

[bullet] the level of employer involvement in determining eligibility for
         distributions under the Contract; and

[bullet] our assessment of financial risk to the Company relating to
         surrenders.

     Any reduction, waiver or elimination of deferred sales charges will not be
unfairly discriminatory against any person.
     We may also negotiate provisions regarding the deferred sales charge with
respect to Contracts issued to certain employer groups or associations which
have negotiated on behalf of its employees. All variations in, or elimination
of, provisions regarding the deferred sales charge resulting from such
negotiations will be offered uniformly to all employees within the group. For
specific information on fees applicable to your Account, please call the number
listed under the "Inquiries" section of the Prospectus Summary.
     We will make any reduction in deferred sales charge according to our own
rules in effect at the time an application for a Contract is approved. We
reserve the right to change these rules from time to time.

FUND EXPENSES

     Each Fund incurs certain expenses which are paid out of its net assets.
These expenses include, among other things, the investment advisory or
"management" fee. The expenses of the Funds are illustrated in the Fee Table in
this Prospectus and described more fully in the accompanying Fund prospectuses.

PREMIUM AND OTHER TAXES

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


- --------------------------------------------------------------------------------
                                        8
<PAGE>
                               CONTRACT VALUATION
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

ACCOUNT VALUE

     Until the Annuity Date, the Account Value is the total dollar value of
amounts held in the Account as of any Valuation Date. The Account Value at any
given time is based on the value of the units held in each Subaccount, plus the
value of amounts held in any of the Credited Interest Options.

ACCUMULATION UNITS

     The value of your interests in a Subaccount is expressed as the number of
"Accumulation Units" that you hold multiplied by an "Accumulation Unit Value"
(or "AUV") for each unit. The AUV on any Valuation Date is determined by
multiplying the value on the immediately preceding Valuation Date by the net
investment factor of that Subaccount for the period between the immediately
preceding Valuation Date and the current Valuation Date. (See "Net Investment
Factor" below.) The Accumulation Unit Value will be affected by the investment
performance, expenses and charges of the applicable Fund and is reduced each day
by a percentage that accounts for the daily assessment of mortality and expense
risk charges and the administrative charge (if any).
     Initial Purchase Payments will be credited to your Contract at the AUV next
computed following our acceptance of the application or enrollment form, as
described under "Purchase--Contract Purchase." Each subsequent Purchase Payment
(or amount transferred) received by the Company by the close of business of the
New York Stock Exchange will be credited to your Account at the AUV next
computed following our receipt of your payment or transfer request. The value of
an Accumulation Unit may increase or decrease.
NET INVESTMENT FACTOR

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

     (a) the net assets of the Fund held by the Subaccount on the current
         Valuation Date, minus

     (b) the net assets of the Fund held by the Subaccount on the preceding
         Valuation Date, plus or minus

     (c) taxes or provisions for taxes, if any, attributable to the operation
         of the Subaccount;

     (d) divided by the total value of the Subaccount's Accumulation and
         Annuity Units on the preceding Valuation Date;

     (e) minus a daily charge at the annual effective rate of 1.25% for
         mortality and expense risks and up to 0.25% as an administrative
         expense charge.

     The net investment rate may be either positive or negative.

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

     At any time prior to the Annuity Date, the Contract Holder, or you (if
permitted by the Contract Holder), can transfer amounts held under the Contract
from one Subaccount to another. Transfers between the Credited Interest Options
and the Subaccounts are subject to certain restrictions. (See Appendices I, II
and III.) A request for transfer can be made either in writing or by
telephone.(See "Telephone Transfers" below.) All transfers must be in accordance
with the terms of the Contract and your Plan, as applicable.

     The Company currently allows unlimited transfers of accumulated amounts to
available investment options without charge. The transfer amount may not be less
than $500. The total number of investment options in which you may invest at any
one time is limited. (See "Investment Options--The Funds.") Any transfer will be
based on the Accumulation Unit Value next determined after the Company receives
a valid transfer request at its Home Office. Transfers are not available during
the Annuity Period.

TELEPHONE TRANSFERS

     Subject to the Contract Holder's approval, you have the right to make
transfers among Funds by telephone. We have enacted procedures to prevent abuses
of Account transactions by telephone, including requiring the use of a personal
identification number (PIN) to

- --------------------------------------------------------------------------------
                                        9
<PAGE>


execute transactions. You are responsible for safeguarding your PIN, and for
keeping Account information confidential. Although the Company's failure to
follow reasonable procedures may result in the Company's liability for any
losses due to unauthorized or fraudulent telephone transfers, the Company will
not be liable for following instructions communicated by telephone which it
reasonably believes to be genuine. Any losses incurred pursuant to actions
taken by the Company in reliance on telephone instructions reasonably believed
to be genuine shall be borne by you. To ensure authenticity, we record all
calls on the 800 line. Note: all Account information and transactions permitted
are subject to the terms of the Plan(s).

DOLLAR COST AVERAGING PROGRAM

     You may establish automated transfers of Account Values on a monthly or
quarterly basis through the Company's Dollar Cost Averaging Program, if
available under your Plan. There is no additional charge for this Program.
Dollar Cost Averaging is a system for investing a fixed amount of money at
regular intervals over a period of time. Dollar Cost Averaging does not ensure a
profit nor guarantee against loss in a declining market. You should consider
your financial ability to continue purchases through periods of low price
levels. For additional information, please refer to the "Inquiries" Section of
the Prospectus Summary, which describes how you can obtain further information.
     Effective May 1, 1998, dollar cost averaging is not permitted into the
Lexington Natural Resources Trust Subaccount.

                                   WITHDRAWALS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

     Subject to the limitations on withdrawals from the Fixed Plus Account, the
Contract Holder may withdraw all or a portion of the Account Value at any time
during the Accumulation Period. To request a withdrawal, the Contract Holder, on
your behalf, must properly complete a disbursement form and send it to our Home
Office. Payments for withdrawal requests will be made in accordance with SEC
requirements, but normally not later than seven calendar days following our
receipt of a disbursement form. Under a Section 457 Plan, pay-out elections may
not be changed once payments have commenced.

     Withdrawals may be requested in one of the following forms:

[bullet] Full Withdrawal of the Contract or an Account: The amount paid upon a
         full withdrawal will be the Account Value(s) allocated to the
         Subaccounts, the Guaranteed Accumulation Account (plus or minus a
         market value adjustment) (see Appendix I), and the Fixed Account,
         minus any applicable deferred sales charge and maintenance fee due,
         plus the amount available for withdrawal from the Fixed Plus Account
         (see Appendix III).

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

[bullet] Partial Withdrawal (Specified Dollar Amount): The amount paid will be
         the dollar amount requested. However, the amount withdrawn from the
         Account will equal the amount requested plus any applicable deferred
         sales charge. The amount available for withdrawal from the Fixed Plus
         Account is limited (see Appendix III).

     For any partial withdrawal, amounts will be withdrawn proportionately from
each Subaccount or Credited Interest Option in which the Account is invested,
unless otherwise requested in writing. All amounts paid will be based on Account
Values as of the next Valuation Date after we receive a request for withdrawal
at our Home Office, or on such later date as the disbursement form may specify.

                         SYSTEMATIC DISTRIBUTION OPTIONS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

     The Company offers certain withdrawal options under the Contract that are
not considered annuity options ("Systematic Distribution Options"). To exercise
these options, the Account Value must meet the


- --------------------------------------------------------------------------------
                                       10


<PAGE>


minimum dollar amounts and age criteria applicable to that option.

     The Systematic Distribution Options currently available under the Contract
include the following:

[bullet] SWO--Systematic Withdrawal Option. SWO is a series of partial
         withdrawals from the Account based on a payment method you select. It
         is designed for those who want a periodic income while retaining
         investment flexibility for amounts accumulated under a Contract.

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

     Other Systematic Distribution Options may be added from time to time.
Additional information relating to any of the Systematic Distribution Options
may be obtained from your local representative or from the Company at its Home
Office.

     If you select one of the Systematic Distribution Options, your Account will
retain all of the rights and flexibility permitted under the Contract during the
Accumulation Period. The Account Value will continue to be subject to the
charges and deductions described in this Prospectus. Taking a withdrawal under
one of these Systematic Distribution Options may have tax consequences. Any
person concerned about tax implications should consult a competent tax advisor
prior to electing an option.

     Once elected, a Systematic Distribution Option may be revoked by the
Contract Holder at any time by submitting a written request to our Home Office.
Any revocation will apply only to the amount not yet paid. Once an option is
revoked, it may not be elected again, nor may any other Systematic Distribution
Options be elected. To determine whether the Systematic Distribution Options are
available under your Plan, and to assess the terms and conditions that may
apply, you should check with your employer. The Company reserves the right to
discontinue the availability of one or all of these Systematic Distribution
Options at any time, and/or to change the terms of future elections.

                    DEATH BENEFIT DURING ACCUMULATION PERIOD
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- --------------------------------------------------------------------------------

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

[bullet] in a lump sum;

[bullet] in accordance with any of the Annuity Options available under the
         Contract; or
[bullet] under any Systematic Distribution Options available under the Contract
         (if the Plan Beneficiary is your spouse).

     The Contract Holder, on behalf of a Plan Beneficiary may instead elect one
of the following two options; however, the Code limits how long the death
benefit proceeds may be left in these options (see below):

[bullet] to leave the Account Value invested in the Contract; or

[bullet] to leave the Account Value on deposit in the Company's general
         account, and to receive monthly, quarterly, semi-annual or annual
         interest payments at the interest rate then being credited on such
         deposits. The balance on deposit can be withdrawn at any time or
         applied to an Annuity Option.

     When paying the Contract Beneficiary, we will determine the Account Value
on the Valuation Date following the date on which we receive proof of death
acceptable to the Company. Interest, if any, will be paid from the date of death
at a rate no less than required by law. We will mail payment to the Contract
Holder, or to the Plan Beneficiary, if requested by the Contract Holder, within
seven days after we receive proof of death.

     The Code requires that distribution of death proceeds begin within a
certain period of time. Generally, if your Plan Beneficiary is not your spouse,
either payments must begin by December 31 of the year following the year of your
death, or the entire value of your benefits must be distributed by December 31
of the fifth year following the year of your death. If your Plan


- --------------------------------------------------------------------------------
                                       11


<PAGE>


Beneficiary is your spouse, he or she is not required to begin distributions
until the year you would have attained age 70-1/2. In no event may payments
extend beyond the lifeof the Plan Beneficiary or any period greater than the
Plan Beneficiary's life expectancy (not to exceed 15 years for a non-spousal
457 Plan Beneficiary).

     If no elections are made, no distributions will be made. Failure to
commence distributions within the above time periods can result in tax
penalties.

     Regardless of the method of payment, death benefit proceeds will generally
be taxed to the Plan Beneficiary in the same manner as if you had received those
payments. (See "Tax Status.") Also, for 457 Plans, any distribution payable over
a period of more than one year must be made in substantially non-increasing
amounts.

                                 ANNUITY PERIOD
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- --------------------------------------------------------------------------------

ANNUITY PERIOD ELECTIONS

     For the types of Contracts described in this prospectus the Code requires
that minimum annual distributions of the Account Value must begin by April 1st
of the calendar year following the calendar year in which a Participant attains
age 70-1/2 or retires, if later. In addition, distributions must be in a form
and amount sufficient to satisfy the Code requirements. These requirements may
be satisfied by the election of certain Annuity Options or Systematic
Distribution Options. (See "Tax Status.")

     At least 30 days prior to the Annuity Date, the Contract Holder must notify
us in writing of the following:

[bullet] the date on which you would like to start receiving annuity payments;

[bullet] the Annuity Option under which you want your payments to be calculated
         and paid;

[bullet] whether the payments are to be made monthly, quarterly, semi-annually
         or annually; and
[bullet] the investment option(s) used to provide annuity payments (i.e., a
         fixed annuity using the general account or any of the Subaccounts
         available at the time of annuitization). As of the date of this
         Prospectus, Aetna Growth and Income VP, Aetna Bond VP and Aetna
         Balanced VP, Inc. are the only Subaccounts available.

      Annuity payments will not begin until an Annuity Option has been
selected. Until a date and option are elected, the Account will continue in the
Accumulation Period. Once annuity payments begin, the Annuity Option may not be
changed, nor may transfers be made among the investment options(s) selected.

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

ANNUITY OPTIONS

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

Lifetime Annuity Options:

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

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

Option 3--Life Income based Upon the Lives of Two Payees--An annuity will be
paid during the lives of the Annuitant and a second Annuitant, with 100%,
662/3% or 50% of the payment to continue after the first death, or 100% of the
payment to continue at the death of the second Annuitant and 50% of the payment
to continue at the death of the Annuitant.

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

     If Option 1 or 3 is elected, it is possible that only one Annuity Payment
will be made if the Annuitant under Option 1, or the surviving Annuitant under
Option 3, should die prior to the due date of the second Annuity Payment. Once
lifetime Annuity payments


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


begin, the Annuitant cannot elect to receive another form of benefit.

Nonlifetime Annuity Options:

Option 1--Payments for a Specified Period--payments will continue for a
specified period of time, as provided for under your Contract.

     Under the nonlifetime option, the number of years that may be selected are
determined by the investment options used prior to annuitization. For amounts
held in the Fixed Plus Account, the annuity may be paid on a fixed or variable
basis and payments may be made for 5-30 years. For amounts held in the
Subaccounts, the Guaranteed Accumulation Account or the Fixed Account, an
annuity may be selected on a fixed or variable basis and payments may be made
for 3-30 years. If a nonlifetime option is elected on a variable basis, the
Annuitant may request at any time during the payment period that the present
value of all or any portion of the remaining variable payments be paid in one
sum. However, any lump-sum elected before three years of payments have been
completed will be treated as a withdrawal during the Accumulation Period and any
applicable deferred sales charge will be assessed. (See "Charges and
Deductions--Deferred Sales Charge.")

     We may also offer additional Annuity Options under the Contract from time
to time.

ANNUITY PAYMENTS

     Date Payouts Start. When payments start, the age of the Annuitant plus the
number of years for which payments are guaranteed must not exceed 95. Annuity
payments may not extend beyond (a) the life of the Annuitant, (b) the joint
lives of the Annuitant and beneficiary, (c) a period certain greater than the
Annuitant's life expectancy, or (d) a period certain greater than the joint life
expectancies of the Annuitant and beneficiary.

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

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

CHARGES DEDUCTED DURING THE ANNUITY PERIOD

     We make a daily deduction for mortality and expense risks from any amounts
held on a variable basis. Therefore, electing the nonlifetime option on a
variable basis will result in a deduction being made even though we assume no
mortality risk. We may also deduct a daily administrative charge from amounts
held under the variable options. (See "Charges and Deductions.")

DEATH BENEFIT PAYABLE DURING THE ANNUITY PERIOD

     If a Participant dies after Annuity Payments have begun, any death benefit
payable will depend on the terms of the Contract and the Annuity Option
selected. If Option 1 or Option 3 was elected, Annuity Payments will cease on
the death of the Annuitant under Option 1 or the death of the surviving
Annuitant under Option 3.

     If Lifetime Option 2 or Option 4 was elected and the death of the Annuitant
under Option 2, or the surviving Annuitant under Option 4, occurs prior to the
end of the guaranteed minimum payment period, we will pay to the Contract
Beneficiary in a lump sum, unless otherwise requested, the present value of the
guaranteed annuity payments remaining.

     If the nonlifetime option was elected, and the Annuitant dies before all
payments are made, the value of any remaining payments may be paid in a lump-sum
to the Contract Beneficiary (unless otherwise requested), and no deferred sales
charge will be imposed.

     If the Participant dies after Annuity payments have begun and if there is a
death benefit payable under the Annuity option elected, the remaining value must
be


- --------------------------------------------------------------------------------
                                       13


<PAGE>


distributed to the Plan Beneficiary at least as rapidly as under the original
method of distribution and, for 457 Plans, in substantially nonincreasing
amounts.

     Any lump-sum payment paid under the applicable lifetime or nonlifetime
Annuity options will be made within seven calendar days after proof of death
acceptable to us, and a request for payment are received at our Home Office. The
value of any death benefit proceeds will be determined as of the next Valuation
Date after we receive acceptable proof of death and a request for payment. Under
Options 2 and 4, such value will be reduced by any payments made after the date
of death.

                                   TAX STATUS
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- --------------------------------------------------------------------------------
INTRODUCTION

     The following provides a general discussion and is not intended as tax
advice. This discussion reflects the Company's understanding of current federal
income tax law. Such laws may change in the future, and it is possible that any
change could be retroactive (i.e., effective prior to the date of the change).
The Company makes no guarantee regarding the tax treatment of any Contract or
transaction involving a Contract. The ultimate effect of federal income taxes on
the amounts held under a Contract, on Annuity Payments, and on the economic
benefit to the Contract Holder, Participant or beneficiary may depend upon the
tax status of the individual concerned. Moreover, no attempt has been made to
consider any applicable state or other tax laws. Any person concerned about
these tax implications should consult a competent tax advisor before initiating
any transaction.

TAXATION OF THE COMPANY

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

     The Company does not anticipate that it will incur any federal income tax
liability attributable to the Separate Account and, therefore, the Company does
not intend to make provisions for any such taxes. However, if changes in the
federal tax laws or interpretations thereof result in the Company being taxed on
income or gains attributable to the Separate Account, then the Company may
impose a charge against the Separate Account (with respect to some or all
Contracts) in order to set aside provisions to pay such taxes.

CONTRACTS USED WITH CERTAIN RETIREMENT PLANS

     In General: The Contract is designed for use with Section 457 plans and
Section 401 Plans. The tax rules applicable to retirement plans vary according
to the terms and conditions of the plan.

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

     Minimum Distribution Requirements: The Code has required distribution rules
for Section 457 and 401(a) Plans. Distributions under Section 457 and 401(a)
Plans must generally begin by April 1 of the calendar year following the
calendar year in which you attain age 70-1/2 or retire, whichever occurs later.

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

     If you die after the required minimum distribution has commenced,
distributions to your Plan Beneficiary must be made at least as rapidly as under
the method


- --------------------------------------------------------------------------------
                                       14


<PAGE>


of distribution in effect at the time of your death. However, if the minimum
required distribution is calculated each year based on your single life
expectancy or the joint life expectancies of you and your Plan Beneficiary, the
regulations for Code Section 401(a)(9) provide specific rules for calculating
the minimum required distributions at your death. For example, if you have
elected ECO with the calculation based on your single life expectancy, and the
life expectancy is recalculated each year, your recalculated life expectancy
becomes zero in the calendar year following your death and the entire remaining
interest must be distributed to your beneficiary by December 31 of the year
following your death. However, under Section 401 Plans, a spousal beneficiary
has certain rollover rights which can only be exercised in the year of your
death. The rules are complex and you should consult your tax advisor before
electing the method of calculation to satisfy the minimum distribution
requirements.

     If you die before the required minimum distribution has commenced, your
entire interest must be distributed by December 31 of the calendar year
containing the fifth anniversary of the date of your death. Alternatively,
payments may be made over the life of the Plan Beneficiary or over a period not
extending beyond the life expectancy of the Plan Beneficiary (for Section 457
Plans, not to exceed 15 years for a non-spousal beneficiary), provided the
distribution begins by December 31 of the calendar year following the calendar
year of your death. If the Beneficiary is your spouse, distribution must begin
by the later of December 31 of the calendar year following the calendar year of
your death or December 31 of the calendar year in which you would have attained
age 70-1/2.

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

SECTION 457 PLANS

     Section 457 provides for certain deferred compensation plans. These plans
may be offered with respect to service for state governments, local governments,
political subdivisions, agencies, instrumentalities and certain affiliates of
such entities, and tax exempt organizations. These plans are subject to various
restrictions on contributions and distributions. The plans may permit
participants to specify the form of investment for their deferred compensation
account. Prior to the August 20, 1996 enactment of the Small Business Job
Protection Act of 1996 (the "Small Business Act"), all compensation deferred
under the plans, all property and rights purchased with such amounts, and all
income attributable to such amounts, property or rights remained solely the
property and rights of the employer (without being restricted to the provision
of benefits) subject only to the claims of the employer's general creditors. For
that reason, depending on the terms of the particular plan, the employer may
have been entitled to draw on deferred amounts for purposes unrelated to its
Section 457 plan obligations.

     Under the Small Business Act, Section 457 Plans maintained by State or
local governments, their political subdivisions, agencies, instrumentalities and
certain affiliates will be required to hold all assets and income of the Plan in
trust for the exclusive benefit of plan participants and their beneficiaries.
For purposes of meeting the new requirement, custodial accounts and annuity
contracts are treated as trusts. State and local government plans that were in
existence on August 20, 1996 are allowed a transition period that ends January
1, 1999 to comply with the new requirement. In general, all amounts received
under a Section 457 plan are taxable and reportable to the IRS as taxable
income. This includes payments for death benefits, periodic and nonperiodic
distributions. Also, all amounts, except death benefit proceeds, are subject to
federal income tax withholding as wages. If we make payments directly to a
Participant on behalf of the employer as Contract Holder, we will withhold
federal taxes (and state taxes, if applicable).

     The Code imposes a maximum limit on annual Purchase Payments which may be
excluded from your gross income. For Section 457 Plan Participants, such limit
is generally the lesser of $8,000, as adjusted to reflect changes in the cost of
living, or 33-1/3% of your includible compensation (25% of gross compensation).

SECTION 401(A) PLANS


     Section 401(a) permits certain employers to establish various types of
retirement plans for employees, and permits self-employed individuals to
establish various types of retirement plans for themselves and for their
employees. These retirement plans may permit the purchase of the Contracts to
accumulate


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                                       15
<PAGE>


retirement savings under the plans. Adverse tax consequences to the plan, to
the Participant or to both may result if this Contract is assigned or
transferred to an individual except to a Participant as a means to provide
benefit payments.

     The Code imposes a maximum limit on annual Purchase Payments that may be
excluded from a Participant's gross income. Such limit must be calculated under
the Plan by the employer in accordance with Section 415 of the Code. This limit
is generally the lesser of 25% of your compensation or $30,000. Compensation
means your compensation from the employer sponsoring the Plan and, for years
beginning after December 31, 1997, includes any amounts not includible in gross
income under Code Section 125 or 457. In addition, Purchase Payments will be
excluded from a Participant's gross income only if the Section 401(a) Plan meets
the applicable nondiscrimination requirements.

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

     In general, payments received by your beneficiaries after your death are
taxed in the same manner as if you had received those payments, except that a
limited death benefit exclusion may apply to payments made for deaths occuring
on or before August 20, 1996.

     Pension and annuity distributions generally are subject to withholding for
the recipient's federal income tax liability at rates that vary according to the
type of distribution and the recipient's tax status. Recipients may be provided
the opportunity to elect not to have tax withheld from distributions; however,
certain distributions from annuities are subject to mandatory 20% federal income
tax withholding. If the Participant or Beneficiary is a non-resident alien any
withholding will be governed by Code Section 1441 based on the individual's
citizenship, the country of domicile and treaty status. We will report to the
IRS the taxable portion of all distributions.

     The Code imposes a 10% penalty tax on the taxable portion of any
distribution unless made when (a) you have attained age 591/2, (b) you have
become disabled, (c) you have died, (d) you have separated from service with the
plan sponsor at or after age 55, (e) the distribution amount is rolled over into
another plan of the same type in accordance with the terms of the Code, or (f)
the distribution amount is made in substantially equal periodic payments (at
least annually) over your life or life expectancy or the joint lives or joint
life expectancies of you and your Plan Beneficiary, provided you have separated
from service with the plan sponsor. In addition, the penalty tax does not apply
for the amount of a distribution equal to unreimbursed medical expenses incurred
by you that qualify for deduction as specified in the Code. The Code may impose
other penalty taxes in other circumstances.

                                  MISCELLANEOUS
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VOTING RIGHTS

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

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

     Each Contract Holder will receive a notice of each meeting of shareholders
of that Fund, together with any proxy solicitation materials, and a statement of
the number of votes attributable to the Contract. Votes attributable to Contract
Holders who do not direct us


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                                       16


<PAGE>


will be cast by us in the same proportion as the votes for which we have
received directions.

MODIFICATION OF THE CONTRACT

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

DISTRIBUTION

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

     Persons offering and selling the Contracts may receive commissions in
connection with the sale of the Contracts. The maximum percentage amount that
the Company will ever pay as commission with respect to any given Purchase
Payment is with respect to those made during the first year of Purchase Payments
under an Account. That percentage amount will range from 1% to 6% of those
Purchase Payments. The Company may also pay renewal commissions on Purchase
Payments made after the first year and, under group contracts, asset-based
service fees. The average of all payments made by the Company is estimated to
equal approximately 3% of the total Purchase Payments made over the life of an
average Contract. In addition, some sales personnel may receive various types of
non-cash compensation as special sales incentives, including trips and
educational and/or business seminars. Supervisory and other management personnel
of the Company may receive compensation that will vary based on the relative
profitability to the Company of the funding options you select. Funding options
that invest in Funds advised by the Company or its affiliates are generally more
profitable to the Company. The Company may also reimburse the Distributor for
certain actual expenses. The name of the Distributor and the registered
representative responsible for your Account are set forth on your enrollment
form. Commissions and sales related expenses are paid by the Company and are not
deducted from Purchase Payments. (See "Charges and Deductions--Deferred Sales
Charge.")

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

PERFORMANCE REPORTING

     From time to time, the Company may advertise different types of historical
performance for the Subaccounts of the Separate Account. The Company may
advertise the "standardized average annual total returns" of the Subaccounts,
calculated in a manner prescribed by the SEC, as well as the "non-standardized
returns." "Standardized average annual total returns" are computed according to
a formula in which a hypothetical investment of $1,000 is applied to the
Subaccount and then related to the ending redeemable values over the most recent
one, five and ten-year periods (or since contributions were first received in
the Fund under the Separate Account, if less than the full period). Standardized
returns will reflect the reduction of all recurring charges during each period
(e.g., mortality and expense risk charges, annual maintenance fees,
administrative expense charge (if any) and any applicable deferred sales
charge). "Non-standardized returns" will be calculated in a similar manner,
except that non-standardized figures will not reflect the deduction of any
applicable deferred sales charge (which would decrease the level of performance
shown if reflected in these calculations). The non-standardized figures may also
include monthly, quarterly, year-to-date


- --------------------------------------------------------------------------------
                                       17


<PAGE>


and three-year periods, and may also be calculated from the Fund's inception
date.

     The Company may also advertise certain ratings, rankings or other
information related to the Company, the Subaccounts or the Funds. Further
details regarding performance reporting and advertising are described in the
SAI.

TRANSFER OF OWNERSHIP; ASSIGNMENT

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

DELAY OR SUSPENSION OF PAYMENTS

     The Company reserves the right to suspend or postpone the date of payment
for any benefit or values (a) on any Valuation Date on which the New York Stock
Exchange ("Exchange") is closed (other than customary weekend and holiday
closings) or when trading on the Exchange is restricted; (b) when an emergency
exists, as determined by the SEC, so that disposal of securities held in the
Subaccounts is not reasonably practicable or it is not reasonably practicable
for the Company fairly to determine the value of the Subaccount's assets; or (c)
during such other periods as the SEC may by order permit for the protection of
investors. The conditions under which restricted trading or an emergency exists
shall be determined by the rules and regulations of the SEC.

LEGAL MATTERS AND PROCEEDINGS

     The Company knows of no material legal proceedings pending to which the
Separate Account or the Company is a party or which would materially affect the
Separate Account. The validity of the securities offered by this Prospectus has
been passed upon by Counsel to the Company.
YEAR 2000

     As a healthcare and financial services enterprise, Aetna Inc. (referred to
collectively with its affiliates and subsidiaries as Aetna), is dependent on
computer systems and applications to conduct its business. Aetna has developed
and is currently executing a comprehensive risk-based plan designed to make its
computer systems, applications and facilities Year 2000 ready. The plan covers
four stages including (i) inventory, (ii) assessment, (iii) remediation and (iv)
testing and certification. At year end 1997, Aetna, including the Company, had
substantially completed the inventory and assessment stages. The Remediation
process is currently underway and targeted for completion by December 31, 1998.
Testing and certification of these systems and applications are targeted for
completion by mid-1999. The costs of these efforts will not affect the Separate
Account.

     The Company, its affiliates and the mutual funds that serve as investment
options for the Separate Account also have relationships with investment
advisers, broker dealers, transfer agents, custodians or other securities
industry participants or other service providers that are not affiliated with
Aetna. Aetna, including the Company, is initiating communication with its
critical external relationships to determine the extent to which Aetna may be
vulnerable to such parties' failure to resolve their own Year 2000 issues. Where
practicable Aetna and the Company will assess and attempt to mitigate their
risks with respect to the failure of these parties' to be Year 2000 ready. There
can be no assurance that failure of third parties to complete adequate
preparations in a timely manner, and any resulting systems interruptions or
other consequences, would not have an adverse effect, directly or indirectly, on
the Separate Account, including, without limitation, its operation or the
valuation of its assets and units.


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                                       18


<PAGE>


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

     The Statement of Additional Information contains more specific information
on the Separate Account and the Contract, as well as the financial statements
of the Separate Account and the Company. A list of the contents of the SAI is
set forth below:

      General Information and History
      Variable Annuity Account C
      Offering and Purchase of Contracts
      Performance Data
       General
       Average Annual Total Return Quotations
      Annuity Payments
      Sales Material and Advertising
      Independent Auditors
      Financial Statements of the Separate Account
      Financial Statements of the Company


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                                       19


<PAGE>


                                   APPENDIX I

                         GUARANTEED ACCUMULATION ACCOUNT
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
     This Appendix is a summary of GAA and is not intended to replace the GAA
prospectus. You should read the accompanying GAA prospectus carefully before
investing.

     The Guaranteed Accumulation Account ("GAA") is a credited interest option
available during the Accumulation Period. Amounts allocated to GAA are held by
the Company as described in the GAA prospectus.
     GAA is a credited interest option in which we guarantee stipulated rates
of interest for stated periods of time on amounts directed to GAA. The interest
rate stipulated is an annual effective yield; that is, it reflects a full
year's interest. Interest is credited daily at a rate that will provide the
guaranteed annual effective yield over the period of one year. This option
guarantees the minimum interest rate specified in the Contract.

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

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

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

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

MORTALITY AND EXPENSE RISK CHARGES

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

TRANSFERS

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


- --------------------------------------------------------------------------------
                                       20


<PAGE>


                                   APPENDIX II

                                  FIXED ACCOUNT
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

     The following summarizes material information concerning the Fixed
Account. Amounts allocated to the Fixed Account are held in the Company's
general account that supports general insurance and annuity obligations.
Interests in the Fixed Account have not been registered with the SEC in
reliance on exemptions under the Securities Act of 1933, as amended. Disclosure
in the Prospectus regarding the Fixed Account, may, however, be subject to
certain generally applicable provisions of the federal securities laws relating
to the accuracy and completeness of such statements. Disclosure in this
Appendix regarding the Fixed Account has not been reviewed by the SEC.

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

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

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

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

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

TRANSFERS AMONG INVESTMENT OPTIONS

     Transfers from the Fixed Account to any other available investment
option(s) are allowed in each calendar year during the Accumulation Period. The
amount which may be transferred may vary at our discretion; however, it will
never be less than 10% of the amount held under the Fixed Account. Transfers to
the Fixed Plus Account (if available under the Contract) will be permitted
without regard to this limitation.

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


- --------------------------------------------------------------------------------
                                       21


<PAGE>


                                  APPENDIX III

                               FIXED PLUS ACCOUNT
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

     The following summarizes material information concerning the Fixed Plus
Account. Amounts allocated to the Fixed Plus Account are held in the Company's
general account that supports insurance and annuity obligations. Interests in
the Fixed Plus Account have not been registered with the SEC in reliance on
exemptions under the Securities Act of 1933, as amended. Disclosure in this
Prospectus regarding the Fixed Plus Account may, however, be subject to certain
generally applicable provisions of the federal securities laws relating to the
accuracy and completeness of the statements. Disclosure in this Appendix
regarding the Fixed Plus Account has not been reviewed by the SEC.

FIXED PLUS ACCOUNT

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

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

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

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

FIXED PLUS ACCOUNT WITHDRAWALS

     The amount eligible for partial withdrawal is 20% of the amount held in
the Fixed Plus Account on the day we receive a written request in our Home
Office, reduced by any Fixed Plus Account withdrawals, transfers or
annuitizations made in the prior 12 months. In calculating the 20% limit, we
reserve the right to include payments made due to the election of any
Systematic Distribution Option.
     The 20% limit is waived if the partial withdrawal is due to annuitization,
death, unforeseeable emergency (when the conditions specified under (d) below
are met), or separation from service (when the conditions specified under (e)
below are met). For this waiver to apply, any such partial withdrawal must also
be made pro rata from all funding options used under the Account.

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

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

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

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

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

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


- --------------------------------------------------------------------------------
                                       22


<PAGE>


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

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

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

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

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

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

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

   (1) the hardship is certified by the employer;

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

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

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

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

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

   (3) the amount paid for all partial and full withdrawals due to separation
from service during the previous 12-month period does not exceed 20% of the
average value of all Accounts under the Contract during that same period.

TRANSFERS AMONG INVESTMENT OPTIONS

     The amount eligible for transfer from the Fixed Plus Account is 20% of the
amount held in the Fixed Plus Account on the day we receive a written request
in our Home Office, reduced by any Fixed Plus Account withdrawals, transfers or
annuitizations made in the prior 12 months. In calculating the 20% limit, we
reserve the right to include payments made due to the election of any of the
Systematic Distribution Options. We will waive the 20% transfer limit when the
value in the Fixed Plus Account is $1,000 or less.
     By notifying us at our Home Office at least 30 days before Annuity
payments begin, the Contract Holder may elect to have amounts which have been
accumulating under the Fixed Plus Account transferred to one or more of the
Subaccounts available during the Annuity Period, to provide variable Annuity
payments.

SWO

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


- --------------------------------------------------------------------------------
                                       23


<PAGE>

                                   APPENDIX IV
                         CONDENSED FINANCIAL INFORMATION
                              AETNA PLUS CONTRACTS
                                     TABLE I
           FOR CONTRACTS WITH TOTAL SEPARATE ACCOUNT CHARGES OF 1.25%
    (Selected data for accumulation units outstanding throughout each period)

Applies to all Contracts with total separate account charges of 1.25% except
those issued to San Bernardino County and Macomb County. For information on
those Contracts, see "Condensed Financial Information--Multiple Option
Contracts"

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

The condensed financial information presented below for each of the periods in
the ten-year period ended December 31, 1997 (as applicable), is derived from the
financial statements of the Separate Account, which have been audited by KPMG
Peat Marwick LLP, independent auditors. The financial statements and the
independent auditors' report thereon for the year ended December 31, 1997 are
included in the Statement of Additional Information.


<TABLE>
<CAPTION>
                                          1997                  1996                1995                  1994
                                 ---------------------- ------------------- -------------------- ----------------------
<S>                                  <C>                    <C>                 <C>                   <C>
AETNA ASCENT VP
Value at beginning of period             $13.025                $10.673             $10.000(2)
Value at end of period                   $15.422                $13.025             $10.673
Increase (decrease) in value of
 accumulation unit(1)                      18.40%                 22.04%               6.73%
Number of accumulation units
 outstanding at end of period          3,543,367              1,314,997             393,053
AETNA BALANCED VP, INC.
Value at beginning of period              $15.51                $13.673             $10.868              $11.057
Value at end of period                   $18.811                $15.551             $13.673              $10.868
Increase (decrease) in value of
 accumulation unit(1)                      20.96%                 13.73%              25.81%               (1.71)%
Number of accumulation units
 outstanding at end of period         34,194,804             36,147,028          38,152,395           23,139,604
AETNA BOND VP
Value at beginning of period             $12.377                $12.098             $10.360              $10.905
Value at end of period                   $13.238                $12.377             $12.098              $10.360
Increase (decrease) in value of
 accumulation unit(1)                       6.96%                  2.30%              16.78%               (5.00)%
Number of accumulation units
 outstanding at end of period         18,047,780             20,036,622          21,379,976           11,713,354
AETNA CROSSROADS VP
Value at beginning of period             $12.450                $10.612             $10.000(2)
Value at end of period                   $14.456                $12.450             $10.612
Increase (decrease) in value of
 accumulation unit(1)                      16.11%                 17.32%               6.12%
Number of accumulation units
 outstanding at end of period          2,469,082                918,336             294,673
AETNA GROWTH VP
Value at beginning of period             $11.635
Value at end of period                   $13.173
Increase (decrease) in value of
 accumulation unit(1)                      13.22%(6)
Number of accumulation units
 outstanding at end of period             41,928
AETNA GROWTH AND INCOME VP
Value at beginning of period             $17.302                $14.077             $10.778              $11.020
Value at end of period                   $22.194                $17.302             $14.077              $10.778
Increase (decrease) in value of
 accumulation unit(1)                      28.28%                 22.91%              30.61%               (2.20)%
Number of accumulation units
 outstanding at end of period        177,627,474            185,328,132         188,964,022          114,733,035
AETNA INDEX PLUS LARGE CAP VP
Value at beginning of period             $10.924                $10.000(8)
Value at end of period                   $14.444                $10.924
Increase (decrease) in value of
 accumulation unit(1)                      32.23%                  9.24%
Number of accumulation units
 outstanding at end of period          4,796,644                879,588


<CAPTION>
                                        1993             1992              1991              1990             1989
                                 ----------------- ---------------- ----------------- ----------------- ----------------
<S>                                  <C>                <C>             <C>               <C>             <C>
AETNA ASCENT VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
AETNA BALANCED VP, INC.
Value at beginning of period            $10.189         $12.736            $10.896           $10.437         $10.000(4)
Value at end of period                  $11.057         $10.189(3)         $12.736           $10.896         $10.437
Increase (decrease) in value of
 accumulation unit(1)                      8.52%               (3)           16.89%             4.40%           4.37%
Number of accumulation units
 outstanding at end of period        11,368,365          11,508         22,898,099        17,078,985       9,535,986
AETNA BOND VP
Value at beginning of period            $10.068         $36.789            $31.192           $28.943         $25.574
Value at end of period                  $10.905         $10.068(5)         $36.789           $31.192         $28.943
Increase (decrease) in value of
 accumulation unit(1)                      8.31%               (5)           17.94%             7.77%          13.17%
Number of accumulation units
 outstanding at end of period         4,084,142           3,870          7,844,412         6,984,793       6,202,834
AETNA CROSSROADS VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
AETNA GROWTH VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
AETNA GROWTH AND INCOME VP
Value at beginning of period            $10.454         $97.165            $77.845           $76.311         $59.871
Value at end of period                  $11.020         $10.454(7)         $97.165           $77.845         $76.311
Increase (decrease) in value of
 accumulation unit(1)                      5.41%               (7)           24.82%             2.01%          27.46%
Number of accumulation units
 outstanding at end of period        44,166,470          21,250         20,948,226        18,362,906      17,142,820
AETNA INDEX PLUS LARGE CAP VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period


<CAPTION>
                                       1988
                                 ---------------
<S>                                 <C>
AETNA ASCENT VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
AETNA BALANCED VP, INC.
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
AETNA BOND VP
Value at beginning of period           $24.061
Value at end of period                 $25.574
Increase (decrease) in value of
 accumulation unit(1)                     6.29%
Number of accumulation units
 outstanding at end of period        5,955,293
AETNA CROSSROADS VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
AETNA GROWTH VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
AETNA GROWTH AND INCOME VP
Value at beginning of period           $52.885
Value at end of period                 $59.871
Increase (decrease) in value of
 accumulation unit(1)                    13.21%
Number of accumulation units
 outstanding at end of period       16,455,396
AETNA INDEX PLUS LARGE CAP VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
</TABLE>


- --------------------------------------------------------------------------------
                                       24
<PAGE>


                   CONDENSED FINANCIAL INFORMATION (continued)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                           1997                1996               1995               1994
                                  --------------------- ----------------- -------------------- ----------------
<S>                                    <C>                  <C>               <C>                 <C>
AETNA LEGACY VP
Value at beginning of period              $11.930              $10.580           $10.000(2)
Value at end of period                    $13.491              $11.930           $10.580
Increase (decrease) in value of
 accumulation unit(1)                       13.08%               12.76%             5.80%
Number of accumulation units
 outstanding at end of period           1,624,842              513,590           143,637
AETNA MONEY MARKET VP
Value at beginning of period              $11.473               $11.026          $10.528            $10.241
Value at end of period                    $11.951               $11.473          $11.026            $10.528
Increase (decrease) in value of
 accumulation unit(1)                        4.16%                4.05%             4.73%              2.80%
Number of accumulation units
 outstanding at end of period          12,191,085           13,898,826        12,999,680          7,673,528
AETNA SMALL COMPANY VP
Value at beginning of period              $12.299
Value at end of period                    $13.654
Increase (decrease) in value of
 accumulation unit(1)                       11.02%(10)
Number of accumulation units
 outstanding at end of period             253,548
AETNA VALUE OPPORTUNITY VP
Value at beginning of period              $12.913
Value at end of period                    $13.261
Increase (decrease) in value of
 accumulation unit(1)                        2.69%(11)
Number of accumulation units
 outstanding at end of period             100,928
CALVERT SOCIAL BALANCED PORTFOLIO
Value at beginning of period              $15.044              $13.527           $10.554            $11.036
Value at end of period                    $17.840              $15.044           $13.527            $10.554
Increase (decrease) in value of
 accumulation unit(1)                       18.59%               11.22%            28.17%             (4.37)%
Number of accumulation units
 outstanding at end of period           1,499,989            1,313,324           966,098            521,141
FIDELITY VIP EQUITY-INCOME PORTFOLIO
Value at beginning of period              $12.518              $11.092           $10.000(2)
Value at end of period                    $15.837              $12.518           $11.092
Increase (decrease) in value of
 accumulation unit(1)                       26.52%               12.86%            10.92%
Number of accumulation units
 outstanding at end of period           7,111,490            5,007,706         1,660,304
FIDELITY VIP GROWTH PORTFOLIO
Value at beginning of period              $11.402              $10.066           $10.000(2)
Value at end of period                    $13.904              $11.402           $10.066
Increase (decrease) in value of
 accumulation unit(1)                       21.95%               13.27%             0.66%
Number of accumulation units
 outstanding at end of period           6,586,698            5,171,098         1,833,794
FIDELITY VIP OVERSEAS PORTFOLIO
Value at beginning of period              $11.137              $9.961            $10.000(2)
Value at end of period                    $12.269              $11.137            $9.961
Increase (decrease) in value of
 accumulation unit(1)                       10.17%               11.80%            (0.39)%
Number of accumulation units
 outstanding at end of period             718,565              487,709           196,090
FIDELITY VIP II CONTRAFUND PORTFOLIO
Value at beginning of period              $12.455              $10.397           $10.000(2)
Value at end of period                    $15.270              $12.455           $10.397
Increase (decrease) in value of
 accumulation unit(1)                       22.60%               19.79%             3.97%
Number of accumulation units
 outstanding at end of period          11,399,666            6,812,870         2,116,732


<CAPTION>
                                        1993              1992             1991            1990           1989           1988
                                  ---------------- ------------------ -------------- --------------- -------------- --------------
<S>                                   <C>                <C>             <C>            <C>             <C>           <C>
AETNA LEGACY VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
AETNA MONEY MARKET VP
Value at beginning of period            $10.048          $33.812           $32.138         $30.012        $27.783       $26.171
Value at end of period                  $10.241          $10.048(9)        $33.812         $32.138        $30.012       $27.783
Increase (decrease) in value of
 accumulation unit(1)                      1.92%                (9)           5.21%           7.08%          8.02%         6.16%
Number of accumulation units
 outstanding at end of period         2,766,044              825         8,430,082      10,220,110      8,286,033     8,154,644
AETNA SMALL COMPANY VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
AETNA VALUE OPPORTUNITY VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
CALVERT SOCIAL BALANCED PORTFOLIO
Value at beginning of period            $10.278          $10.000(12)
Value at end of period                  $11.036          $10.278
Increase (decrease) in value of
 accumulation unit(1)                      7.37%            2.78%
Number of accumulation units
 outstanding at end of period           144,168            2,556
FIDELITY VIP EQUITY-INCOME PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
FIDELITY VIP GROWTH PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
FIDELITY VIP OVERSEAS PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
FIDELITY VIP II CONTRAFUND PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
</TABLE>


- --------------------------------------------------------------------------------
                                       25
<PAGE>


                   CONDENSED FINANCIAL INFORMATION (continued)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                            1997                  1996             1995
                                 -------------------------- ---------------- ----------------
<S>                                     <C>                     <C>             <C>
JANUS ASPEN AGGRESSIVE GROWTH PORTFOLIO
Value at beginning of period               $14.202                $13.322         $10.581
Value at end of period                     $15.801                $14.202         $13.322
Increase (decrease) in value of
 accumulation unit(1)                        11.26%                  6.60%          25.91%
Number of accumulation units
 outstanding at end of period            9,271,525              8,835,470       4,887,060
JANUS ASPEN BALANCED PORTFOLIO
Value at beginning of period               $12.449                $10.850         $10.000(2)
Value at end of period                     $15.012                $12.449         $10.850
Increase (decrease) in value of
 accumulation unit(1)                        20.58%                 14.73%           8.50%
Number of accumulation units
 outstanding at end of period            1,911,789                996,510          93,304
JANUS ASPEN FLEXIBLE INCOME PORTFOLIO
Value at beginning of period               $13.022                $12.077          $9.873
Value at end of period                     $14.373                $13.022         $12.077
Increase (decrease) in value of
 accumulation unit(1)                        10.37%                  7.83%          22.33%
Number of accumulation units
 outstanding at end of period              934,053                619,287         315,361
JANUS ASPEN GROWTH PORTFOLIO
Value at beginning of period               $12.716                $10.870         $10.000(2)
Value at end of period                     $15.414                $12.716         $10.870
Increase (decrease) in value of
 accumulation unit(1)                        21.22%                 16.98%           8.70%
Number of accumulation units
 outstanding at end of period            3,100,436              2,018,527         259,196
JANUS ASPEN WORLDWIDE GROWTH PORTFOLIO
Value at beginning of period               $13.860                $10.877         $10.000(2)
Value at end of period                     $16.720                $13.860         $10.877
Increase (decrease) in value of
 accumulation unit(1)                        20.64%                 27.43%           8.77%
Number of accumulation units
 outstanding at end of period           17,194,687              8,715,825       1,036,040
LEXINGTON NATURAL RESOURCES TRUST
Value at beginning of period               $14.686                $11.720         $10.154
Value at end of period                     $15.541                $14.686         $11.720
Increase (decrease) in value of
 accumulation unit(1)                         5.82%                 25.31%          15.42%
Number of accumulation units
 outstanding at end of period            1,786,409                966,482         711,892
PORTFOLIO PARTNERS MFS EMERGING EQUITIES PORTFOLIO
Value at beginning of period               $15.114
Value at end of period                     $14.927
Increase (decrease) in value of
 accumulation unit(1)                        (1.24)%(14)
Number of accumulation units
 outstanding at end of period           16,549,322
PORTFOLIO PARTNERS MFS RESEARCH PORTFOLIO
Value at beginning of period               $14.067
Value at end of period                     $13.795
Increase (decrease) in value of
 accumulation unit(1)                        (1.93)%(14)
Number of accumulation units
 outstanding at end of period           11,539,850
PORTFOLIO PARTNERS MFS VALUE EQUITY PORTFOLIO
Value at beginning of period               $19.016
Value at end of period                     $19.291
Increase (decrease) in value of
 accumulation unit(1)                         1.45%(14)
Number of accumulation units
 outstanding at end of period            2,879,845


<CAPTION>
                                        1994             1993            1992         1991   1990   1989   1988
                                 ------------------ ------------- ------------------ ------ ------ ------ -----
<S>                                    <C>              <C>             <C>            <C>    <C>    <C>    <C>
JANUS ASPEN AGGRESSIVE GROWTH PORTFOLIO
Value at beginning of period           $10.000(13)
Value at end of period                 $10.581
Increase (decrease) in value of
 accumulation unit(1)                     5.81%
Number of accumulation units
 outstanding at end of period          753,862
JANUS ASPEN BALANCED PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
JANUS ASPEN FLEXIBLE INCOME PORTFOLIO
Value at beginning of period           $10.000(13)
Value at end of period                  $9.873
Increase (decrease) in value of
 accumulation unit(1)                    (1.27)%
Number of accumulation units
 outstanding at end of period           28,543
JANUS ASPEN GROWTH PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
JANUS ASPEN WORLDWIDE GROWTH PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
LEXINGTON NATURAL RESOURCES TRUST
Value at beginning of period           $10.877           $9.832         $10.000(12)
Value at end of period                 $10.154          $10.877          $9.832
Increase (decrease) in value of
 accumulation unit(1)                    (6.65)%          10.63%          (1.68)%
Number of accumulation units
 outstanding at end of period          703,676          135,614             561
PORTFOLIO PARTNERS MFS EMERGING EQUITIES PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
PORTFOLIO PARTNERS MFS RESEARCH PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
PORTFOLIO PARTNERS MFS VALUE EQUITY PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
</TABLE>


- --------------------------------------------------------------------------------
                                       26
<PAGE>


                   CONDENSED FINANCIAL INFORMATION (continued)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                           1997           1996   1995   1994   1993   1992   1991   1990   1989   1988
                                 ----------------------- ------ ------ ------ ------ ------ ------ ------ ------ -----
<S>                                    <C>                 <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>
PORTFOLIO PARTNERS SCUDDER INTERNATIONAL GROWTH PORTFOLIO
Value at beginning of period             $16.776
Value at end of period                   $16.986
Increase (decrease) in value of
 accumulation unit(1)                       1.25%(14)
Number of accumulation units
 outstanding at end of period          6,242,299
PORTFOLIO PARTNERS T. ROWE PRICE GROWTH EQUITY PORTFOLIO
Value at beginning of period             $14.112
Value at end of period                   $14.400
Increase (decrease) in value of
 accumulation unit(1)                       2.04%(14)
Number of accumulation units
 outstanding at end of period          8,296,964
</TABLE>

- ------------------
 (1) The above figures are calculated by subtracting the beginning Accumulation
     Unit value from the ending Accumulation Unit value, and dividing the result
     by the beginning Accumulation Unit value. These figures do not reflect the
     deferred sales charges or the fixed dollar annual maintenance fee, if any.
     Inclusion of these charges would reduce the investment results shown.
 (2) Reflects less than a full year of performance activity. The initial
     Accumulation Unit value was established at $10.000 during August 1995, when
     the Fund became available under the Contract.
 (3) The Accumulation Unit value was converted to $10.000 on August 21, 1992
     upon the commencement of a new administrative system. Immediately prior to
     that date, the Accumulation Unit value of the Fund was $13.118. On the date
     of conversion, additional units were issued so that account values were not
     changed as a result of the conversion. The percentage change in the
     Accumulation Unit value from the beginning of the year to the date of
     conversion was 2.99%; the percentage change in the Accumulation Unit value
     from the date of conversion to the end of the year was 1.89%.
 (4) Reflects less than a full year of performance activity. The initial
     Accumulation Unit value was established at $10.000 on June 23, 1989, the
     date on which the Fund commenced operations.
 (5) The Accumulation Unit value was converted to $10.000 on August 21, 1992
     upon the commencement of a new administrative system. Immediately prior to
     that date, the Accumulation Unit value of the Fund was $38.521. On the date
     of conversion, additional units were issued so that account values were not
     changed as a result of the conversion. The percentage change in the
     Accumulation Unit value from the beginning of the year to the date of
     conversion was 4.70%; the percentage change in the Accumulation Unit value
     from the date of conversion to the end of the year was 0.68%.
 (6) Reflects less than a full year of performance activity. Funds were first
     received in this option during June 1997.
 (7) The Accumulation Unit value was converted to $10.000 on August 21, 1992
     upon the commencement of a new administrative system. Immediately prior to
     that date, the Accumulation Unit value of the Fund was $97.817. On the date
     of conversion, additional units were issued so that account values were not
     changed as a result of the conversion. The percentage change in the
     Accumulation Unit value from the beginning of the year to the date of
     conversion was 0.67%; the percentage change in the Accumulation Unit value
     from the date of conversion to the end of the year was 4.54%.
 (8) Reflects less than a full year of performance activity. The initial
     Accumulation Unit value was established at $10.000 during August 1996, when
     the Portfolio became available under the Contract.
 (9) The Accumulation Unit value was converted to $10.000 on August 21, 1992
     upon the commencement of a new administrative system. Immediately prior to
     that date, the Accumulation Unit value of the Fund was $34.397. On the date
     of conversion, additional units were issued so that account values were not
     changed as a result of the conversion. The percentage change in the
     Accumulation Unit value from the beginning of the year to the date of
     conversion was 1.73%; the percentage change in the Accumulation Unit value
     from the date of conversion to the end of the year was 0.48%.
(10) Reflects less than a full year of performance activity. Funds were first
     received in this option during July 1997.
(11) Reflects less than a full year of performance activity. Funds were first
     received in this option during August 1997.
(12) Reflects less than a full year of performance activity. The initial
     Accumulation Unit value was established at $10.000 on August 21, 1992, the
     date on which the Fund/Portfolio became available under the Contract.
(13) Reflects less than a full year of performance activity. The initial
     Accumulation Unit value was established at $10.000 during October 1994,
     when the funds were first received in this option.
(14) Reflects less than a full year of performance activity. Funds were first
     received in this option during November 1997.

- --------------------------------------------------------------------------------
                                       27


<PAGE>


                         CONDENSED FINANCIAL INFORMATION
                              AETNA PLUS CONTRACTS
                                    TABLE II
           FOR CONTRACTS WITH TOTAL SEPARATE ACCOUNT CHARGES OF 1.50%
     INCLUDING A 0.25% ADMINISTRATIVE EXPENSE CHARGE BEGINNING APRIL 7, 1997
    (Selected data for accumulation units outstanding throughout each period)

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

The condensed financial information presented below for the period ended
December 31, 1997 is derived from the financial statements of the Separate
Account, which have been audited by KPMG Peat Marwick LLP, independent auditors.
The financial statements and the independent auditors' report thereon for the
year ended December 31, 1997 are included in the Statement of Additional
Information.


<TABLE>
<CAPTION>
                                                                    1997
                                                            --------------------
<S>                                                              <C>
AETNA ASCENT VP
Value at beginning of period                                       $13.020
Value at end of period                                             $15.394
Increase (decrease) in value of accumulation unit(1)                 18.24%(2)
Number of accumulation units outstanding at end of period           29,840
AETNA BALANCED VP, INC.
Value at beginning of period                                       $15.674
Value at end of period                                             $18.776
Increase (decrease) in value of accumulation unit(1)                 19.79%(2)
Number of accumulation units outstanding at end of period          478,177
AETNA BOND VP
Value at beginning of period                                       $12.302
Value at end of period                                             $13.213
Increase (decrease) in value of accumulation unit(1)                  7.41%(2)
Number of accumulation units outstanding at end of period          215,650
AETNA CROSSROADS VP
Value at beginning of period                                       $12.449
Value at end of period                                             $14.430
Increase (decrease) in value of accumulation unit(1)                 15.91%(2)
Number of accumulation units outstanding at end of period           26,483
AETNA GROWTH VP
Value at beginning of period                                       $12.739
Value at end of period                                             $13.149
Increase (decrease) in value of accumulation unit(1)                  3.22%(3)
Number of accumulation units outstanding at end of period            3,326
AETNA GROWTH AND INCOME VP
Value at beginning of period                                       $17.861
Value at end of period                                             $22.153
Increase (decrease) in value of accumulation unit(1)                 24.03%(2)
Number of accumulation units outstanding at end of period        1,699,982
AETNA INDEX PLUS LARGE CAP VP
Value at beginning of period                                       $11.345
Value at end of period                                             $14.418
Increase (decrease) in value of accumulation unit(1)                 27.09%(2)
Number of accumulation units outstanding at end of period           27,945
AETNA LEGACY VP
Value at beginning of period                                       $11.873
Value at end of period                                             $13.467
Increase (decrease) in value of accumulation unit(1)                 13.42%(2)
Number of accumulation units outstanding at end of period           14,817
AETNA MONEY MARKET VP
Value at beginning of period                                       $11.592
Value at end of period                                             $11.929
Increase (decrease) in value of accumulation unit(1)                  2.91%(2)
Number of accumulation units outstanding at end of period          176,703
AETNA SMALL COMPANY VP
Value at beginning of period                                       $13.629
Value at end of period                                             $13.629
Increase (decrease) in value of accumulation unit(1)                  0.00%(3)
Number of accumulation units outstanding at end of period               82
</TABLE>


- --------------------------------------------------------------------------------
                                       28
<PAGE>


                   CONDENSED FINANCIAL INFORMATION (continued)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                                    1997
                                                            -------------------
<S>                                                               <C>
AETNA VALUE OPPORTUNITY VP
Value at beginning of period                                      $13.237
Value at end of period                                            $13.237
Increase (decrease) in value of accumulation unit(1)                 0.00%(3)
Number of accumulation units outstanding at end of period              84
CALVERT SOCIAL BALANCED PORTFOLIO
Value at beginning of period                                      $14.934
Value at end of period                                            $17.808
Increase (decrease) in value of accumulation unit(1)                19.24%(2)
Number of accumulation units outstanding at end of period          20,521
FIDELITY VIP EQUITY-INCOME PORTFOLIO
Value at beginning of period                                      $12.711
Value at end of period                                            $15.808
Increase (decrease) in value of accumulation unit(1)                24.37%(2)
Number of accumulation units outstanding at end of period         117,588
FIDELITY VIP GROWTH PORTFOLIO
Value at beginning of period                                      $11.373
Value at end of period                                            $13.879
Increase (decrease) in value of accumulation unit(1)                22.03%(2)
Number of accumulation units outstanding at end of period         104,982
FIDELITY VIP OVERSEAS PORTFOLIO
Value at beginning of period                                      $11.253
Value at end of period                                            $12.247
Increase (decrease) in value of accumulation unit(1)                 8.83%(2)
Number of accumulation units outstanding at end of period           8,098
FIDELITY VIP II CONTRAFUND PORTFOLIO
Value at beginning of period                                      $12.388
Value at end of period                                            $15.242
Increase (decrease) in value of accumulation unit(1)                23.04(2)
Number of accumulation units outstanding at end of period         146,381
JANUS ASPEN AGGRESSIVE GROWTH PORTFOLIO
Value at beginning of period                                      $12.594
Value at end of period                                            $15.773
Increase (decrease) in value of accumulation unit(1)                25.24%(2)
Number of accumulation units outstanding at end of period          85,304
JANUS ASPEN BALANCED PORTFOLIO
Value at beginning of period                                      $12.760
Value at end of period                                            $14.984
Increase (decrease) in value of accumulation unit(1)                17.43%(2)
Number of accumulation units outstanding at end of period          19,967
JANUS ASPEN FLEXIBLE INCOME PORTFOLIO
Value at beginning of period                                      $13.025
Value at end of period                                            $14.347
Increase (decrease) in value of accumulation unit(1)                10.15%(2)
Number of accumulation units outstanding at end of period           8,189
JANUS ASPEN GROWTH PORTFOLIO
Value at beginning of period                                      $12.975
Value at end of period                                            $15.386
Increase (decrease) in value of accumulation unit(1)                18.58%(2)
Number of accumulation units outstanding at end of period          53,182
JANUS ASPEN WORLDWIDE GROWTH PORTFOLIO
Value at beginning of period                                      $14.439
Value at end of period                                            $16.689
Increase (decrease) in value of accumulation unit(1)                15.59%(2)
Number of accumulation units outstanding at end of period         168,191
LEXINGTON NATURAL RESOURCES TRUST
Value at beginning of period                                      $13.756
Value at end of period                                            $15.512
Increase (decrease) in value of accumulation unit(1)                12.77%(2)
Number of accumulation units outstanding at end of period          26,426
</TABLE>


- --------------------------------------------------------------------------------
                                       29
<PAGE>


                   CONDENSED FINANCIAL INFORMATION (continued)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                                   1997
                                                            ------------------
<S>                                                               <C>
PORTFOLIO PARTNERS MFS EMERGING EQUITIES PORTFOLIO
Value at beginning of period                                      $15.090
Value at end of period                                            $14.899
Increase (decrease) in value of accumulation unit(1)                (1.26)%(4)
Number of accumulation units outstanding at end of period         131,565
PORTFOLIO PARTNERS MFS RESEARCH PORTFOLIO
Value at beginning of period                                      $14.044
Value at end of period                                            $13.770
Increase (decrease) in value of accumulation unit(1)                (1.95)%(4)
Number of accumulation units outstanding at end of period         149,523
PORTFOLIO PARTNERS MFS VALUE EQUITY PORTFOLIO
Value at beginning of period                                      $18.985
Value at end of period                                            $19.256
Increase (decrease) in value of accumulation unit(1)                 1.42%(4)
Number of accumulation units outstanding at end of period          25,830
PORTFOLIO PARTNERS SCUDDER INTERNATIONAL GROWTH PORTFOLIO
Value at beginning of period                                      $16.749
Value at end of period                                            $16.955
Increase (decrease) in value of accumulation unit(1)                 1.23%(4)
Number of accumulation units outstanding at end of period          48,385
PORTFOLIO PARTNERS T. ROWE PRICE GROWTH EQUITY PORTFOLIO
Value at beginning of period                                      $14.090
Value at end of period                                            $14.374
Increase (decrease) in value of accumulation unit(1)                 2.02%(4)
Number of accumulation units outstanding at end of period          79,799
</TABLE>

- ------------------
 (1) The above figures are calculated by subtracting the beginning Accumulation
     Unit value from the ending Accumulation Unit value, and dividing the result
     by the beginning Accumulation Unit value. These figures do not reflect the
     deferred sales charges or the fixed dollar annual maintenance fee, if any.
     Inclusion of these charges would reduce the investment results shown.
 (2) Reflects less than a full year of performance activity. Funds were first
     received in this option during June 1997.
 (3) Reflects less than a full year of performance activity. Funds were first
     received in this option during December 1997.
 (4) Reflects less than a full year of performance activity. Funds were first
     received in this option during November 1997.


- --------------------------------------------------------------------------------
                                       30


<PAGE>


                         CONDENSED FINANCIAL INFORMATION
                              AETNA PLUS CONTRACTS
                                    TABLE III
                     FOR CONTRACTS CONTAINING LIMITS ON FEES
    (Selected data for accumulation units outstanding throughout each period)

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

The condensed financial information presented below for the period ended
December 31, 1997 is derived from the financial statements of the Separate
Account, which have been audited by KPMG Peat Marwick LLP, independent auditors.
The financial statements and the independent auditors' report thereon for the
year ended December 31, 1997 are included in the Statement of Additional
Information.


<TABLE>
<CAPTION>
                                                                    1997
                                                            --------------------
<S>                                                              <C>
AETNA ASCENT VP
Value at beginning of period                                       $13.971
Value at end of period                                             $15.453
Increase (decrease) in value of accumulation unit(1)                 10.61%(2)
Number of accumulation units outstanding at end of period           10,257
AETNA BALANCED VP, INC.
Value at beginning of period                                       $16.739
Value at end of period                                             $18.837
Increase (decrease) in value of accumulation unit(1)                 12.53%(2)
Number of accumulation units outstanding at end of period          454,232
AETNA BOND VP
Value at beginning of period                                       $12.629
Value at end of period                                             $13.249
Increase (decrease) in value of accumulation unit(1)                  4.91%(2)
Number of accumulation units outstanding at end of period          453,723
AETNA CROSSROADS VP
Value at beginning of period                                       $13.199
Value at end of period                                             $14.485
Increase (decrease) in value of accumulation unit(1)                  9.74%(2)
Number of accumulation units outstanding at end of period           50,297
AETNA GROWTH VP
Value at beginning of period                                       $12.615
Value at end of period                                             $13.173
Increase (decrease) in value of accumulation unit(1)                  4.42%(3)
Number of accumulation units outstanding at end of period            1,565
AETNA GROWTH AND INCOME VP
Value at beginning of period                                       $19.673
Value at end of period                                             $22.226
Increase (decrease) in value of accumulation unit(1)                 12.97%(2)
Number of accumulation units outstanding at end of period        6,093,102
AETNA INDEX PLUS LARGE CAP VP
Value at beginning of period                                       $12.748
Value at end of period                                             $14.452
Increase (decrease) in value of accumulation unit(1)                 13.37%(2)
Number of accumulation units outstanding at end of period           13,748
AETNA LEGACY VP
Value at beginning of period                                       $12.496
Value at end of period                                             $13.518
Increase (decrease) in value of accumulation unit(1)                  8.18%(2)
Number of accumulation units outstanding at end of period           16,060
AETNA MONEY MARKET VP
Value at beginning of period                                       $11.674
Value at end of period                                             $11.951
Increase (decrease) in value of accumulation unit(1)                  2.37%(2)
Number of accumulation units outstanding at end of period          591,901
AETNA SMALL COMPANY VP
Value at beginning of period                                       $13.092
Value at end of period                                             $13.654
Increase (decrease) in value of accumulation unit(1)                  4.29%(3)
Number of accumulation units outstanding at end of period            1,779
</TABLE>


- --------------------------------------------------------------------------------
                                       31
<PAGE>


                   CONDENSED FINANCIAL INFORMATION (continued)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                                    1997
                                                            -------------------
<S>                                                               <C>
CALVERT SOCIAL BALANCED PORTFOLIO
Value at beginning of period                                      $16.178
Value at end of period                                            $17.840
Increase (decrease) in value of accumulation unit(1)                10.27%(2)
Number of accumulation units outstanding at end of period           3,576
FIDELITY VIP EQUITY-INCOME PORTFOLIO
Value at beginning of period                                      $14.065
Value at end of period                                            $15.837
Increase (decrease) in value of accumulation unit(1)                12.60%(2)
Number of accumulation units outstanding at end of period          49,884
FIDELITY VIP GROWTH PORTFOLIO
Value at beginning of period                                      $12.498
Value at end of period                                            $13.904
Increase (decrease) in value of accumulation unit(1)                11.26 %(2)
Number of accumulation units outstanding at end of period          31,477
FIDELITY VIP OVERSEAS PORTFOLIO
Value at beginning of period                                      $12.518
Value at end of period                                            $12.269
Increase (decrease) in value of accumulation unit(1)                (1.99)%(2)
Number of accumulation units outstanding at end of period           1,206
FIDELITY VIP II CONTRAFUND PORTFOLIO
Value at beginning of period                                      $13.443
Value at end of period                                            $15.270
Increase (decrease) in value of accumulation unit(1)                13.59%(2)
Number of accumulation units outstanding at end of period          29,365
JANUS ASPEN AGGRESSIVE GROWTH PORTFOLIO
Value at beginning of period                                      $14.156
Value at end of period                                            $15.801
Increase (decrease) in value of accumulation unit(1)                11.62%(2)
Number of accumulation units outstanding at end of period          26,177
JANUS ASPEN BALANCED PORTFOLIO
Value at beginning of period                                      $13.573
Value at end of period                                            $15.012
Increase (decrease) in value of accumulation unit(1)                10.60%(2)
Number of accumulation units outstanding at end of period           8,663
JANUS ASPEN FLEXIBLE INCOME PORTFOLIO
Value at beginning of period                                      $13.448
Value at end of period                                            $14.373
Increase (decrease) in value of accumulation unit(1)                 6.88%(2)
Number of accumulation units outstanding at end of period             323
JANUS ASPEN GROWTH PORTFOLIO
Value at beginning of period                                      $13.985
Value at end of period                                            $15.414
Increase (decrease) in value of accumulation unit(1)                10.22%(2)
Number of accumulation units outstanding at end of period           6,389
JANUS ASPEN WORLDWIDE GROWTH PORTFOLIO
Value at beginning of period                                      $15.828
Value at end of period                                            $16.720
Increase (decrease) in value of accumulation unit(1)                 5.64%(2)
Number of accumulation units outstanding at end of period          63,534
LEXINGTON NATURAL RESOURCES TRUST
Value at beginning of period                                      $15.221
Value at end of period                                            $15.541
Increase (decrease) in value of accumulation unit(1)                 2.10%(2)
Number of accumulation units outstanding at end of period           8,053
PORTFOLIO PARTNERS MFS EMERGING EQUITIES PORTFOLIO
Value at beginning of period                                      $15.114
Value at end of period                                            $14.927
Increase (decrease) in value of accumulation unit(1)                (1.24)%(4)
Number of accumulation units outstanding at end of period          56,819
</TABLE>


- --------------------------------------------------------------------------------
                                       32
<PAGE>


                   CONDENSED FINANCIAL INFORMATION (continued)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                                   1997
                                                            ------------------
<S>                                                               <C>
PORTFOLIO PARTNERS MFS RESEARCH PORTFOLIO
Value at beginning of period                                      $14.067
Value at end of period                                            $13.795
Increase (decrease) in value of accumulation unit(1)                (1.93)%(4)
Number of accumulation units outstanding at end of period          55,233
PORTFOLIO PARTNERS MFS VALUE EQUITY PORTFOLIO
Value at beginning of period                                      $19.016
Value at end of period                                            $19.291
Increase (decrease) in value of accumulation unit(1)                 1.45%(4)
Number of accumulation units outstanding at end of period           7,188
PORTFOLIO PARTNERS SCUDDER INTERNATIONAL GROWTH PORTFOLIO
Value at beginning of period                                      $16.776
Value at end of period                                            $16.986
Increase (decrease) in value of accumulation unit(1)                 1.25%(4)
Number of accumulation units outstanding at end of period           6,970
PORTFOLIO PARTNERS T. ROWE PRICE GROWTH EQUITY PORTFOLIO
Value at beginning of period                                      $14.112
Value at end of period                                            $14.400
Increase (decrease) in value of accumulation unit(1)                 2.04%(4)
Number of accumulation units outstanding at end of period          24,650
</TABLE>

- ------------------
 (1) The above figures are calculated by subtracting the beginning Accumulation
     Unit value from the ending Accumulation Unit value, and dividing the result
     by the beginning Accumulation Unit value. These figures do not reflect the
     deferred sales charges or the fixed dollar annual maintenance fee, if any.
     Inclusion of these charges would reduce the investment results shown.
 (2) Reflects less than a full year of performance activity. Funds were first
     received in this option during June 1997.
 (3) Reflects less than a full year of performance activity. Funds were first
     received in this option during December 1997.
 (4) Reflects less than a full year of performance activity. Funds were first
     received in this option during November 1997.


- --------------------------------------------------------------------------------
                                       33


<PAGE>


                         CONDENSED FINANCIAL INFORMATION
                            MULTIPLE OPTION CONTRACTS
    (Selected data for accumulation units outstanding throughout each period)
Applies to Contracts issued to San Bernardino County and Macomb County. For all
 other contracts, see "Condensed Financial Information--Aetna Plus Contracts."
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

The condensed financial information presented below for each of the periods in
the ten-year period ended December 31, 1997 (as applicable), is derived from the
financial statements of the Separate Account, which have been audited by KPMG
Peat Marwick LLP, independent auditors. The financial statements and the
independent auditors' report thereon for the year ended December 31, 1997 are
included in the Statement of Additional Information.


<TABLE>
<CAPTION>
                                         1997               1996             1995               1994
                                 -------------------- ---------------- ---------------- --------------------
<S>                                    <C>                <C>              <C>              <C>
AETNA ASCENT VP
Value at beginning of period             $13.291
Value at end of period                   $15.422
Increase (decrease) in value of
 accumulation unit(1)                      16.04%(2)
Number of accumulation units
 outstanding at end of period                380
AETNA BALANCED VP, INC.
Value at beginning of period             $20.419            $17.954          $14.270          $14.519
Value at end of period                   $24.700            $20.419          $17.954          $14.270
Increase (decrease) in value of
 accumulation unit(1)                      20.96%             13.73%           25.82%           (1.71)%
Number of accumulation units
 outstanding at end of period          2,160,305          2,716,641        9,193,181       21,990,186
AETNA BOND VP
Value at beginning of period             $47.992            $46.913          $40.173          $42.283
Value at end of period                   $51.330            $47.992          $46.913          $40.173
Increase (decrease) in value of
 accumulation unit(1)                       6.96%              2.30%           16.78%           (4.99)%
Number of accumulation units
 outstanding at end of period            959,336            835,724        2,377,622        5,108,720
AETNA CROSSROADS VP
Value at beginning of period             $12.577
Value at end of period                   $14.456
Increase (decrease) in value of
 accumulation unit(1)                      14.94%(2)
Number of accumulation units
 outstanding at end of period                873
AETNA GROWTH AND INCOME VP
Value at beginning of period            $169.448           $137.869         $105.558         $107.925
Value at end of period                  $217.359           $169.448         $137.869         $105.558
Increase (decrease) in value of
 accumulation unit(1)                      28.27%             22.91%           30.61%           (2.19)%
Number of accumulation units
 outstanding at end of period          1,826,355          2,071,139        6,364,000       13,966,072
AETNA LEGACY VP
Value at beginning of period             $12.296
Value at end of period                   $13.491
Increase (decrease) in value of
 accumulation unit(1)                       9.72%(4)
Number of accumulation units
 outstanding at end of period              2,279
AETNA MONEY MARKET VP
Value at beginning of period             $39.528            $37.988          $36.271          $35.282
Value at end of period                   $41.174            $39.528          $37.988          $36.271
Increase (decrease) in value of
 accumulation unit(1)                       4.16%              4.05%            4.73%            2.80%
Number of accumulation units
 outstanding at end of period            455,502            597,656        1,836,260        3,679,802


<CAPTION>
                                        1993              1992              1991              1990              1989
                                 ----------------- ----------------- ----------------- ----------------- ------------------
<S>                                  <C>               <C>               <C>               <C>              <C>
AETNA ASCENT VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
AETNA BALANCED VP, INC.
Value at beginning of period            $13.379           $12.736           $10.896           $10.437          $10.000(3)
Value at end of period                  $14.519           $13.379           $12.736           $10.896          $10.437
Increase (decrease) in value of
 accumulation unit(1)                      8.52%             5.05%            16.89%             4.40%            4.37%
Number of accumulation units
 outstanding at end of period        30,784,750        34,802,433        22,898,099        17,078,985        9,535,986
AETNA BOND VP
Value at beginning of period            $39.038           $36.789           $31.192           $28.943          $25.574
Value at end of period                  $42.283           $39.038           $36.789           $31.192          $28.943
Increase (decrease) in value of
 accumulation unit(1)                      8.31%             6.11%            17.94%             7.77%           13.17%
Number of accumulation units
 outstanding at end of period         8,210,666         8,507,292         7,844,412         6,984,793        6,202,834
AETNA CROSSROADS VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
AETNA GROWTH AND INCOME VP
Value at beginning of period           $102.383           $97.165           $77.845           $76.311          $59.871
Value at end of period                 $107.925          $102.383           $97.165           $77.845          $76.311
Increase (decrease) in value of
 accumulation unit(1)                      5.41%             5.37%            24.82%             2.01%           27.46%
Number of accumulation units
 outstanding at end of period        21,148,863        24,201,565        20,948,226        18,362,906       17,142,820
AETNA LEGACY VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
AETNA MONEY MARKET VP
Value at beginning of period            $34.619           $33.812           $32.138           $30.012          $27.783
Value at end of period                  $35.282           $34.619           $33.812           $32.138          $30.012
Increase (decrease) in value of
 accumulation unit(1)                      1.92%             2.39%             5.21%             7.08%            8.02%
Number of accumulation units
 outstanding at end of period         5,086,515         7,534,662         8,430,082        10,220,110        8,286,033


<CAPTION>
                                       1988
                                 ----------------
<S>                                 <C>
AETNA ASCENT VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
AETNA BALANCED VP, INC.
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
AETNA BOND VP
Value at beginning of period           $24.061
Value at end of period                 $25.574
Increase (decrease) in value of
 accumulation unit(1)                     6.29%
Number of accumulation units
 outstanding at end of period        5,955,293
AETNA CROSSROADS VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
AETNA GROWTH AND INCOME VP
Value at beginning of period           $52.885
Value at end of period                 $59.871
Increase (decrease) in value of
 accumulation unit(1)                    13.21%
Number of accumulation units
 outstanding at end of period       16,455,396
AETNA LEGACY VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
AETNA MONEY MARKET VP
Value at beginning of period           $26.171
Value at end of period                 $27.783
Increase (decrease) in value of
 accumulation unit(1)                     6.16%
Number of accumulation units
 outstanding at end of period        8,154,644
</TABLE>


- --------------------------------------------------------------------------------
                                       34
<PAGE>


                   CONDENSED FINANCIAL INFORMATION (continued)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                         1997              1996              1995
                                 ------------------- ---------------- -----------------
<S>                                   <C>                <C>             <C>
CALVERT SOCIAL BALANCED PORTFOLIO
Value at beginning of period            $19.965            $17.951         $13.990
Value at end of period                  $23.675            $19.965         $17.951
Increase (decrease) in value of
 accumulation unit(1)                     18.59%             11.22%          28.31%
Number of accumulation units
 outstanding at end of period           929,282            898,279         856,361
FIDELITY VIP EQUITY-INCOME PORTFOLIO
Value at beginning of period            $13.110            $11.617         $10.000(6)
Value at end of period                  $16.587            $13.110         $11,617
Increase (decrease) in value of
 accumulation unit(1)                     26.52%             12.86%          16.17%
Number of accumulation units
 outstanding at end of period         2,139,178          1,454,755         628,582
FIDELITY VIP GROWTH PORTFOLIO
Value at beginning of period            $11.843
Value at end of period                  $14.087
Increase (decrease) in value of
 accumulation unit(1)                     18.95%(7)
Number of accumulation units
 outstanding at end of period                29
FIDELITY VIP OVERSEAS PORTFOLIO
Value at beginning of period            $11.400            $10.197         $10.000(8)
Value at end of period                  $12.560            $11.400         $10.197
Increase (decrease) in value of
 accumulation unit(1)                     10.18%             11.80%           1.97%
Number of accumulation units
 outstanding at end of period                 0                  0           1,302
FIDELITY VIP II CONTRAFUND PORTFOLIO
Value at beginning of period            $14.092            $11.763         $10.000(6)
Value at end of period                  $17.276            $14.092         $11.763
Increase (decrease) in value of
 accumulation unit(1)                     22.59%             19.79%          17.63%
Number of accumulation units
 outstanding at end of period         2,706,862          1,522,169         525,476
JANUS ASPEN AGGRESSIVE GROWTH PORTFOLIO
Value at beginning of period            $16.334            $15.323         $12.169
Value at end of period                  $18.174            $16.334         $15.323
Increase (decrease) in value of
 accumulation unit(1)                     11.26%              6.60%          25.91%
Number of accumulation units
 outstanding at end of period         1,939,607          1,893,718       1,280,953
JANUS ASPEN BALANCED PORTFOLIO
Value at beginning of period            $12.453            $10.853         $10.000(8)
Value at end of period                  $15.016            $12.453         $10.853
Increase (decrease) in value of
 accumulation unit(1)                     20.58%             14.73%           8.53%
Number of accumulation units
 outstanding at end of period             7,873                231             161
JANUS ASPEN FLEXIBLE INCOME PORTFOLIO
Value at beginning of period            $13.074            $12.124          $9.911
Value at end of period                  $14.430            $13.074         $12.124
Increase (decrease) in value of
 accumulation unit(1)                     10.37%              7.83%          22.33%
Number of accumulation units
 outstanding at end of period             5,211              3,761           3,345
JANUS ASPEN GROWTH PORTFOLIO
Value at beginning of period            $13.872            $11.859         $10.000(8)
Value at end of period                  $16.816            $13.872         $11.859
Increase (decrease) in value of
 accumulation unit(1)                     21.22%             16.98%          18.59%
Number of accumulation units
 outstanding at end of period         1,109,942            663,945         109,717
JANUS ASPEN WORLDWIDE GROWTH PORTFOLIO
Value at beginning of period            $15.493            $12.158         $10.000(8)
Value at end of period                  $18.690            $15.493         $12.158
Increase (decrease) in value of
 accumulation unit(1)                     20.64%             27.43%          21.58%
Number of accumulation units
 outstanding at end of period         3,873,511          2,090,908         314,653


<CAPTION>
                                         1994             1993         1992         1991         1990           1989        1988
                                 -------------------- ------------ ------------ ------------ ------------ ---------------- -----
<S>                                     <C>              <C>          <C>          <C>          <C>             <C>         <C>
CALVERT SOCIAL BALANCED
PORTFOLIO
Value at beginning of period            $14.640          $13.726      $12.913      $11.233      $10.568        $10.000(5)
Value at end of period                  $13.990          $14.640      $13.726      $12.913      $11.233        $10.568
Increase (decrease) in value of
 accumulation unit(1)                     (4.44)%           6.66%        6.30%       14.96%        6.29%          5.68%
Number of accumulation units
 outstanding at end of period           743,464          705,415      503,006      355,851      148,576         20,710
FIDELITY VIP EQUITY-INCOME
PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
FIDELITY VIP GROWTH PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
FIDELITY VIP II CONTRAFUND
PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
JANUS ASPEN AGGRESSIVE GROWTH
PORTFOLIO
Value at beginning of period            $10.000(9)
Value at end of period                  $12.169
Increase (decrease) in value of
 accumulation unit(1)                     21.69%
Number of accumulation units
 outstanding at end of period           393,553
JANUS ASPEN BALANCED PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
JANUS ASPEN FLEXIBLE INCOME
PORTFOLIO
Value at beginning of period            $10.000(10)
Value at end of period                   $9.911
Increase (decrease) in value of
 accumulation unit(1)                     (0.89)%
Number of accumulation units
 outstanding at end of period             1,555
JANUS ASPEN GROWTH PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
JANUS ASPEN WORLDWIDE GROWTH
PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
</TABLE>


- --------------------------------------------------------------------------------
                                       35
<PAGE>


                   CONDENSED FINANCIAL INFORMATION (continued)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                           1997              1996          1995          1994
                                 ----------------------- ------------ ------------- --------------
<S>                                     <C>                 <C>           <C>           <C>
LEXINGTON NATURAL RESOURCES TRUST
Value at beginning of period              $13.611           $10.862        $9.412       $10.071
Value at end of period                    $14.403           $13.611       $10.862        $9.412
Increase (decrease) in value of
 accumulation unit(1)                        5.82%            25.31%        15.41%        (6.54)%
Number of accumulation units
 outstanding at end of period             650,486           587,248       530,562       533,016
PORTFOLIO PARTNERS MFS EMERGING EQUITIES PORTFOLIO
Value at beginning of period              $15.236
Value at end of period                    $15.046
Increase (decrease) in value of
 accumulation unit(1)                       (1.24)%(11)
Number of accumulation units
 outstanding at end of period           2,707,904
PORTFOLIO PARTNERS MFS RESEARCH GROWTH PORTFOLIO
Value at beginning of period              $12.195
Value at end of period                    $11.960
Increase (decrease) in value of
 accumulation unit(1)                        1.93)%(11)
Number of accumulation units
 outstanding at end of period             232,418
PORTFOLIO PARTNERS MFS VALUE EQUITY PORTFOLIO
Value at beginning of period              $23.106
Value at end of period                    $23.440
Increase (decrease) in value of
 accumulation unit(1)                        1.45%(11)
Number of accumulation units
 outstanding at end of period           2,018,219
PORTFOLIO PARTNERS SCUDDER INTERNATIONAL GROWTH PORTFOLIO
Value at beginning of period              $17.490
Value at end of period                    $17.709
Increase (decrease) in value of
 accumulation unit(1)                        1.25%(11)
Number of accumulation units
 outstanding at end of period           3,237,710
PORTFOLIO PARTNERS T. ROWE PRICE GROWTH EQUITY PORTFOLIO
Value at beginning of period              $16.276
Value at end of period                    $16.608
Increase (decrease) in value of
 accumulation unit(1)                        2.04%(11)
Number of accumulation units
 outstanding at end of period           1,317,058


<CAPTION>
                                      1993         1992        1991        1990           1989        1988
                                 ------------- ----------- ----------- ------------ ---------------- -----
<S>                                  <C>         <C>         <C>           <C>           <C>           <C>
LEXINGTON NATURAL RESOURCES
TRUST
Value at beginning of period          $9.193      $9.018      $9.608      $11.441        $10.000(5)
Value at end of period               $10.071      $9.193      $9.018       $9.608        $11.441
Increase (decrease) in value of
 accumulation unit(1)                   9.55%       1.94%      (6.14)%     (16.02)%        14.41%
Number of accumulation units
 outstanding at end of period        341,771     198,338     144,139       75,052         11,481
PORTFOLIO PARTNERS MFS EMERGING EQUITIES PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
PORTFOLIO PARTNERS MFS RESEARCH GROWTH PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
PORTFOLIO PARTNERS MFS VALUE EQUITY PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
PORTFOLIO PARTNERS SCUDDER INTERNATIONAL GROWTH PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
PORTFOLIO PARTNERS T. ROWE PRICE GROWTH EQUITY PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
</TABLE>

- ------------------
 (1) The above figures are calculated by subtracting the beginning Accumulation
     Unit value from the ending Accumulation Unit value, and dividing the result
     by the beginning Accumulation Unit value. These figures do not reflect the
     deferred sales charges or the fixed dollar annual maintenance fee, if any.
     Inclusion of these charges would reduce the investment results shown.
 (2) Reflects less than a full year of performance activity. Funds were first
     received in this option during February 1997.
 (3) The initial Accumulation Unit value was established at $10.000 on June 23,
     1989, the date on which the Fund commenced operations.
 (4) Reflects less than a full year of performance activity. Funds were first
     received in this option during February 1997.
 (5) The initial Accumulation Unit value was established at $10.000 on May 31,
     1989, the date on which the Fund/Portfolio became available under the
     Contract.
 (6) The initial Accumulation Unit value was established at $10.000 during May
     1995, when the Fund became available under the Contract.
 (7) Reflects less than a full year of performance activity. Funds were first
     received in this option during January 1997.
 (8) The initial Accumulation was established at $10.000 during July 1995, when
     the Fund became available under the Contract.
 (9) The initial Accumulation was established at $10.000 during June 1994, when
     funds were first received in this option.
(10) The initial Accumulation was established at $10.000 during November 1994,
     when funds were first received in this option.
(11) Reflects less than a full year of performance activity. Funds were first
     received in this option during November 1997.


- --------------------------------------------------------------------------------
                                       36
<PAGE>


                          For Master Applications Only


I hereby acknowledge receipt of an Account C Group Deferred Variable Annuity
prospectus dated May 1, 1998 for Section 457 Public Employer Deferred
Compensation Plans, as well as all current prospectuses pertaining to the
variable investment options available under the Contracts.

- ---   Please send an Account C Statement of Additional Information (Form No.
SAI.75982-98) dated May 1, 1998.




- --------------------------------------------------------------------------------
                          CONTRACT HOLDER'S SIGNATURE




- --------------------------------------------------------------------------------
                                     DATE










PROS. 75982-98

- --------------------------------------------------------------------------------
                                       37



<PAGE>


- --------------------------------------------------------------------------------
                           VARIABLE ANNUITY ACCOUNT C
                                       OF
                    AETNA LIFE INSURANCE AND ANNUITY COMPANY
- --------------------------------------------------------------------------------

              Statement of Additional Information dated May 1, 1998

                AetnaPlus Contracts and Multiple Option Contracts
                 Group and Individual Variable Annuity Contracts
                     Available under Section 457 and 401(a)

This Statement of Additional Information is not a prospectus and should be read
in conjunction with the current prospectus for Variable Annuity Account C (the
"Separate Account") dated May 1, 1998.

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


                    Aetna Life Insurance and Annuity Company
                                Customer Service
                              151 Farmington Avenue
                           Hartford, Connecticut 06156
                                 1-800-525-4225


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



                                TABLE OF CONTENTS

                                                                          Page
General Information and History.........................................     2
Variable Annuity Account C..............................................     2
Offering and Purchase of Contracts......................................     3
Performance Data........................................................     3
      General...........................................................     3
      Average Annual Total Return Quotations............................     4
Annuity Payments........................................................     9
Sales Material and Advertising..........................................    10
Independent Auditors....................................................    10
Financial Statements of the Separate Account............................   S-1
Financial Statements of Aetna Life Insurance and Annuity Company........   F-1



<PAGE>


                         GENERAL INFORMATION AND HISTORY

Aetna Life Insurance and Annuity Company (the "Company") is a stock life
insurance company which was organized under the insurance laws of the State of
Connecticut in 1976. Through a merger, it succeeded to the business of Aetna
Variable Annuity Life Insurance Company (formerly Participating Annuity Life
Insurance Company organized in 1954). As of December 31, 1997, the Company
(ALIAC) had $40.7 billion invested through its products, including $22.3 billion
in its separate accounts (of which the Company, or an affiliate oversees the
management of $17.6 billion) and $1.3 billion in its mutual funds offered
outside of its separate accounts. The Company is ranked among the top 2% of all
U.S. life insurance companies based on assets as of December 31, 1996. The
Company is a wholly owned subsidiary of Aetna Retirement Holdings, Inc., which
is in turn a wholly owned subsidiary of Aetna Retirement Services, Inc., and an
indirect wholly owned subsidiary of Aetna Inc. The Company is engaged in the
business of issuing life insurance policies and annuity contracts in all states
of the United States and in the District of Columbia. The Company's Home Office
is located at 151 Farmington Avenue, Hartford, Connecticut 06156.

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

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

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

                           VARIABLE ANNUITY ACCOUNT C

Variable Annuity Account C (the "Separate Account") is a separate account
established by the Company for the purpose of funding variable annuity contracts
issued by the Company. The Separate Account is registered with the Securities
and Exchange Commission as a unit investment trust under the Investment Company
Act of 1940, as amended. Purchase Payments made under the Contract may be
allocated to one or more of the Subaccounts. Each Subaccount invests in the
shares of only one of the Funds listed below. The Company may make additions to,
deletions from or substitutions of available investment options as permitted by
law and subject to the conditions in the Contract. The availability of the Funds
is subject to applicable regulatory authorization. Not all Funds are available
in all jurisdictions, under all Contracts, or under all Plans.


                                       2
<PAGE>


The Funds currently available under the Contract are as follows:

[bullet] Aetna Ascent VP (formerly Aetna Ascent Variable Portfolio)
[bullet] Aetna Balanced VP, Inc. (formerly Aetna Investment Advisers Fund, Inc.)
[bullet] Aetna Income Shares d/b/a Aetna Bond VP
[bullet] Aetna Crossroads VP (formerly Aetna Crossroads Variable Portfolio)
[bullet] Aetna Growth VP (formerly Aetna Variable Growth Portfolio)
[bullet] Aetna Variable Fund d/b/a Aetna Growth and Income VP
[bullet] Aetna High Yield VP
[bullet] Aetna Index Plus Large Cap VP (formerly Aetna Variable Index Plus
         Portfolio)
[bullet] Aetna Index Plus Mid Cap VP
[bullet] Aetna Index Plus Small Cap VP
[bullet] Aetna International VP
[bullet] Aetna Legacy VP (formerly Aetna Legacy Variable Portfolio)
[bullet] Aetna Variable Encore Fund d/b/a Aetna Money Market VP
[bullet] Aetna Real Estate Securities VP
[bullet] Aetna Small Company VP (formerly Aetna Variable Small Company
         Portfolio)
[bullet] Aetna Value Opportunity VP (formerly Aetna Variable Capital
         Appreciation Portfolio)
[bullet] Calvert Social Balanced Portfolio (formerly Calvert Responsibly
         Invested Balanced Portfolio)
[bullet] Fidelity VIP Equity-Income Portfolio
[bullet] Fidelity VIP Growth Portfolio
[bullet] Fidelity VIP Overseas Portfolio
[bullet] Fidelity VIP II Contrafund Portfolio
[bullet] Janus Aspen Aggressive Growth Portfolio
[bullet] Janus Aspen Balanced Portfolio
[bullet] Janus Aspen Flexible Income Portfolio
[bullet] Janus Aspen Growth Portfolio
[bullet] Janus Aspen Worldwide Growth Portfolio
[bullet] Lexington Natural Resources Trust*
[bullet] Oppenheimer Global Securities Fund
[bullet] Oppenheimer Strategic Fund
[bullet] Portfolio Partners MFS Emerging Equities Portfolio
[bullet] Portfolio Partners MFS Research Growth Portfolio
[bullet] Portfolio Partners MFS Value Equity Portfolio
[bullet] Portfolio Partners Scudder International Growth Portfolio
[bullet] Portfolio Partners T. Rowe Price Growth Equity Portfolio

* This Fund is only available for investment by Participants who established an
Account under the Contract before May 1, 1998. As soon as all such Participants
have redirected their allocations to other investment options, the Fund will be
closed to all new investment (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).

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

                       OFFERING AND PURCHASE OF CONTRACTS

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

                                PERFORMANCE DATA

GENERAL

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

The standardized and non-standardized total return figures are computed
according to a formula in which a hypothetical initial Purchase Payment of
$1,000 is applied to the various Subaccounts under the Contract, and then
related to the ending redeemable values over one, five and ten year periods (or
fractional periods thereof). The redeemable value is then divided by the initial
investment and this quotient is taken to the Nth root (N represents the number
of years in the period) and 1 is subtracted from the result which is then
expressed as a percentage, carried to at least the nearest hundredth of a
percent. The standardized figures use the actual returns of the Fund since the
date contributions were first

                                       3

<PAGE>


received in the Fund under the Separate Account and then adjust them to reflect
the deduction of all recurring charges under the Contracts during each period
(e.g., mortality and expense risk charges, maintenance fees, administrative
expense charges, and deferred sales charges). These charges will be deducted on
a pro rata basis in the case of fractional periods. The maintenance fee is
converted to a percentage of assets based on the average account size under the
Contracts described in the prospectus. The total return figures shown below may
be different from the actual historical total return under your Contract because
for periods prior to 1994, the Subaccount's investment performance was based on
the performance of the underlying Fund plus any cash held by the Subaccount.

The non-standardized figures will be calculated in a similar manner, except that
they will not reflect the deduction of any applicable deferred sales charge
(which would decrease the level of performance shown if reflected in these
calculations). The non-standardized figures may also include monthly, quarterly,
year-to-date and three-year periods, and may include returns calculated from the
Fund's inception date and/or the date contributions were first received in the
Fund under the Separate Account.

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

AVERAGE ANNUAL TOTAL RETURN QUOTATIONS - Standardized and Non-Standardized

Table A shown below reflects the average annual standardized and
non-standardized total return quotation figures for the periods ended December
31, 1997 for the Subaccounts under Single Payment Accounts issued by the
Company. No maintenance fee applies to these types of Accounts. Table B reflects
the average annual standardized and non-standardized total return quotation
figures for the periods ended December 31, 1997 for the Subaccounts under
Installment Payment Accounts with a $20 annual maintenance fee. The Company may
also advertise returns based on a $15 annual maintenance fee.

For the Subaccounts funded by the Portfolio Partners portfolios, two sets of
performance returns are shown for each Subaccount: one showing performance based
solely on the performance of the Portfolio Partners portfolio from November 28,
1997, the date the Portfolio commenced operations; and one quotation based on
(a) performance through November 26, 1997 of the fund it replaced under many
Company contracts and; (b) after November 26, 1997, based on the performance of
the Portfolio Partners portfolio.

For those Subaccounts where results are not available for the full calendar
period indicated, performance for such partial periods is shown in the column
labeled "Since Inception." For standardized performance, the "Since Inception"
column shows the average annual return since the date contributions were first
received in the Fund under the Separate Account. For non-standardized
performance, the "Since Inception" column shows average annual total return
since the Fund's inception date.

Both sets of returns below reflect the 0.25% administrative expense charge
applicable under some Contracts. The Company may also advertise total return
quotations where the administrative expense charge is not reflected.

                                       4

<PAGE>
<TABLE>
<CAPTION>
                                                                                               Date
                                                                                           Contributions
                                                                                          First Received
    Single Payment Account                                    STANDARDIZED                   Under the
    ($0 Maintenance Fee)                                                                      Separate
                                                                                              Account
- --------------------------------------------------------------------------------------------------------
        SUBACCOUNT                            1 Year      5 Years    10 Years  Inception*
        ----------                            ------      -------    --------  ----------
<S>                                           <C>         <C>        <C>         <C>         <C>
Aetna Ascent VP                               12.20%                             16.80%      07/31/95
Aetna Balanced VP, Inc.                       14.63%      11.82%                 10.72%      04/03/89
Aetna Bond VP(1)                               1.35%       4.49%       7.60%
Aetna Crossroads VP                           10.03%                             14.36%      07/04/95
Aetna Growth VP                                                                  12.88%      05/30/97
Aetna Growth and Income VP(1)                 21.56%      15.01%      14.90%
Aetna Index Plus Large Cap VP                 25.30%                             26.06%      10/31/96
Aetna Legacy VP                                7.16%                             10.58%      07/31/95
Aetna Money Market VP(1)(2)                   (1.29%)      2.42%       4.38%
Aetna Small Company VP                                                           14.46%      05/30/97
Aetna Value Opportunity VP                                                       14.60%      05/30/97
Calvert Social Balanced Portfolio             12.38%      10.31%                 10.11%      05/31/89
Fidelity VIP Equity-Income Portfolio          19.89%                             19.13%      05/31/94
Fidelity VIP Growth Portfolio                 15.56%                             18.05%      05/31/94
Fidelity VIP Overseas Portfolio                4.40%                              5.66%      05/31/94
Fidelity VIP II Contrafund Portfolio          16.18%                             21.03%      05/31/95
Janus Aspen Aggressive Growth Portfolio        5.44%                             16.80%      06/30/94
Janus Aspen Balanced Portfolio                14.27%                             15.93%      06/30/95
Janus Aspen Flexible Income Portfolio          4.59%                             10.12%      10/31/94
Janus Aspen Growth Portfolio                  14.87%                             18.21%      06/30/95
Janus Aspen Worldwide Growth Portfolio        14.32%                             24.40%      05/31/95
Lexington Natural Resources Trust              0.28%       8.23%                  7.39%      10/14/91

Portfolio Partners MFS Emerging
  Equities Portfolio                                                             (6.20%)     11/28/97
Alger American Small Cap/Portfolio 
  Partners MFS Emerging Equities(3)                        2.22%                              8.82%      09/30/93

Portfolio Partners MFS Research
  Growth Portfolio                                                               (6.86%)     11/28/97
American Century VP Capital Appreciation/
  Portfolio Partners MFS Research Growth(3)   (9.18%)      3.40%                  5.00%      08/31/92

Portfolio Partners MFS Value
  Equity Portfolio                                                               (3.65%)     11/28/97
Neuberger & Berman AMT Growth/
  Portfolio Partners MFS Value Equity(3)      18.24%      10.42%                  9.85%      05/31/89

Portfolio Partners Scudder International
  Growth Portfolio                                                               (3.83%)     11/28/97
Scudder International Portfolio Class A/
  Portfolio Partners Scudder International
  Growth(3)                                    2.00%      11.10%                  7.52%      07/31/89

Portfolio Partners T. Rowe Price Growth
  Equity Portfolio                                                               (3.08%)     11/28/97
Alger American Growth/
  Portfolio Partners T. Rowe Price Growth
  Equity(3)                                   20.02%                             19.74%      10/31/94
</TABLE>

Please refer to the discussion preceding the tables for an explanation of the
charges included and methodology used in the standardized and non-standardized
figures. These figures represent historical performance and should not be
considered a projection of future performance.

*    Reflects performance from the date contributions were first received in the
     Fund under the Separate Account.

(1)  These Funds have been available through the Separate Account for more than
     ten years.

(2)  The current yield for the Subaccount for the 7-day period ended December
     31, 1997 (on an annualized basis) was 3.98%. The current yield reflects the
     deduction of all charges under the Contract that are deducted from the
     total return quotations shown above except the maximum 5% deferred sales
     charge.

(3)  The Fund first listed was replaced with the applicable Portfolio Partners
     Portfolio after the close of business on November 26, 1997. The performance
     shown is based on the performance of the replaced Fund until November 26,
     1997, and the performance of the applicable Portfolio Partners Portfolio
     after that date. The replaced Fund may not have been available under all
     Contracts. The "Date Contributions First Received Under Separate Account"
     refers to the applicable date for the replaced Fund.
                                       5
<PAGE>
<TABLE>
<CAPTION>
    Single Payment Account                                  NON-STANDARDIZED                             Fund
    ($0 Maintenance Fee)                                                                               Inception
                                                                                                         Date
 --------------------------------------------------------------------------------------------------------------------
        SUBACCOUNT                            1 Year      3 Years    5 Years   10 Years     Inception**
        ----------                            ------      -------    --------  ----------   -----------
<S>                                           <C>         <C>        <C>         <C>         <C>        <C>
Aetna Ascent VP                               18.11%                                         20.03%     07/05/95
Aetna Balanced VP, Inc.                       20.66%      19.72%     12.74%                  10.85%     04/03/89
Aetna Bond VP(1)                               6.69%       8.24%      5.34%       7.60%
Aetna Crossroads VP                           15.82%                                         16.73%     07/05/95
Aetna Growth VP                               31.03%                                         30.99%     12/13/96
Aetna Growth and Income VP(1)                 27.96%      26.91%     15.95%      14.90%
Aetna Index Plus Large Cap VP                 31.90%                                         32.59%     09/16/96
Aetna Legacy VP                               12.80%                                         13.25%     07/05/95
Aetna Money Market VP(1)(2)                    3.91%       4.06%      3.26%       4.38%
Aetna Small Company VP                        32.49%                                         33.43%     12/27/96
Aetna Value Opportunity VP                    37.29%                                         37.81%     12/13/96
Calvert Social Balanced Portfolio(1)          18.29%      18.83%     11.22%      10.75%
Fidelity VIP Equity-Income Portfolio(1)       26.20%      23.66%     18.38%      15.00%
Fidelity VIP Growth Portfolio(1)              21.64%      22.38%     16.25%      15.45%
Fidelity VIP Overseas Portfolio(1)             9.89%       9.81%     12.43%       8.00%
Fidelity VIP II Contrafund Portfolio          22.29%                                         26.30%     01/03/95
Janus Aspen Aggressive Growth Portfolio       10.99%      14.02%                             17.45%     09/13/93
Janus Aspen Balanced Portfolio                20.28%      19.17%                             14.57%     09/13/93
Janus Aspen Flexible Income Portfolio         10.10%      13.06%                              8.40%     09/13/93
Janus Aspen Growth Portfolio                  20.92%      21.86%                             15.93%     09/13/93
Janus Aspen Worldwide Growth Portfolio        20.34%      24.28%                             21.09%     09/13/93
Lexington Natural Resources Trust              5.55%      14.95%      9.12%                   7.92%     10/14/91
Oppenheimer Global Securities Fund            20.60%      12.12%     17.04%                  10.59%     11/12/90
Oppenheimer Strategic Bond Fund                7.09%      10.33%                              6.03%     05/03/93

Portfolio Partners MFS Emerging
  Equities Portfolio                                                                         (1.27%)    11/28/97
Alger American Small Cap/
  Portfolio Partners MFS Emerging Equities(3)  7.60%      16.23%     10.54%                  17.22%     09/21/88

Portfolio Partners
  MFS Research Growth Portfolio                                                              (1.96%)    11/28/97
American Century VP Capital Appreciation/
  Portfolio Partners MFS Research Growth(3)   (4.40%)      5.18%      4.25%       7.11%

Portfolio Partners MFS Value
  Equity Portfolio                                                                            1.28%     11/28/97
Neuberger & Berman AMT Growth/
  Portfolio Partners MFS Value Equity(3)      24.46%      20.20%     11.33%      12.95%

Portfolio Partners Scudder
  International Growth Portfolio                                                              1.44%     11/28/97
Scudder International Portfolio Class A/
  Portfolio Partners Scudder International
  Growth(3)                                    7.37%       9.94%     12.01%      10.13%

Portfolio Partners
  T. Rowe Price Growth Equity Portfolio                                                       1.89%     11/28/97
Alger American Growth/
  Portfolio Partners T. Rowe Price Growth
  Equity                                      26.34%      23.76%     17.98%                  17.93%     01/09/89
</TABLE>

Please refer to the discussion preceding the tables for an explanation of the
charges included and methodology used in the standardized and non-standardized
figures. These figures represent historical performance and should not be
considered a projection of future performance.

**   Reflects performance from the Fund's inception date.

(1)  These Funds have been in operation for more than ten years.

(2)  The current yield for the Subaccount for the 7-day period ended December
     31, 1997 (on an annualized basis) was 3.98%. The current yield reflects the
     deduction of all charges under the Contract that are deducted from the
     total return quotations shown above. As in the table above, the maximum 5%
     deferred sales charge is not reflected.

(3)  The Fund first listed was replaced with the applicable Portfolio Partners
     Portfolio after the close of business on November 26, 1997. The performance
     shown is based on the performance of the replaced Fund until November 26,
     1997, and the performance of the applicable Portfolio Partners Portfolio
     after that date. The replaced Fund may not have been available under all
     Contracts. The "Fund Inception Date" refers to the applicable date for the
     replaced Fund. If no date is shown, the replaced Fund has been in operation
     for more than ten years.

                                       6
<PAGE>
<TABLE>
<CAPTION>
                                                                                               Date
                                                                                           Contributions
                                                                                          First Received
Installment Payment Account                                  STANDARDIZED                    Under the
    ($20 Maintenance Fee)                                                                     Separate
                                                                                              Account
- --------------------------------------------------------------------------------------------------------
        SUBACCOUNT                            1 Year      5 Years    10 Years  Inception*
        ----------                            ------      -------    --------  ----------
<S>                                           <C>         <C>        <C>         <C>         <C>
Aetna Ascent VP                               12.19%                             16.78%      07/31/95
Aetna Balanced VP, Inc.                       14.61%      11.57%                 10.18%      04/03/89
Aetna Bond VP(1)                               1.34%       4.25%      7.58%
Aetna Crossroads VP                           10.01%                             14.34%      07/04/95
Aetna Growth VP                                                                  12.86%      05/30/97
Aetna Growth and Income VP(1)                 21.54%      14.75%     14.89%
Aetna Index Plus Large Cap VP                 25.28%                             26.04%      10/31/96
Aetna Legacy VP                                7.14%                             10.56%      07/31/95
Aetna Money Market VP(1)(2)                   (1.31%)      2.19%      4.36%
Aetna Small Company VP                                                           14.45%      05/30/97
Aetna Value Opportunity VP                                                       14.58%      05/30/97
Calvert Social Balanced Portfolio             12.36%      10.07%                  9.57%      05/31/89
Fidelity VIP Equity-Income Portfolio          19.88%                             19.11%      05/31/94
Fidelity VIP Growth Portfolio                 15.54%                             18.03%      05/31/94
Fidelity VIP Overseas Portfolio                4.38%                              5.64%      05/31/94
Fidelity VIP II Contrafund Portfolio          16.16%                             21.01%      05/31/95
Janus Aspen Aggressive Growth Portfolio        5.42%                             16.78%      06/30/94
Janus Aspen Balanced Portfolio                14.25%                             15.92%      06/30/95
Janus Aspen Flexible Income Portfolio          4.58%                             10.10%      10/31/94
Janus Aspen Growth Portfolio                  14.86%                             18.19%      06/30/95
Janus Aspen Worldwide Growth Portfolio        14.30%                             24.39%      05/31/95
Lexington Natural Resources Trust              0.26%       7.99%                  7.01%      10/14/91

Portfolio Partners MFS Emerging
  Equities Portfolio                                                             (6.22%)     11/28/97
Alger American Small Cap/
  Portfolio Partners MFS Emerging Equities(3)  2.20%                              8.81%      09/30/93

Portfolio Partners
  MFS Research Growth Portfolio                                                  (6.87%)     11/28/97
American Century VP Capital Appreciation/
  Portfolio Partners MFS Research Growth(3)   (9.20%)      3.17%                  4.78%      08/31/92

Portfolio Partners
  MFS Value Equity Portfolio                                                     (3.66%)     11/28/97
Neuberger & Berman AMT Growth/
  Portfolio Partners MFS Value Equity(3)      18.22%      10.17%                  9.31%      05/31/89

Portfolio Partners Scudder
  International Growth Portfolio                                                 (3.85%)     11/28/97
Scudder International Portfolio Class A/
  Portfolio Partners Scudder International
  Growth(3)                                    1.98%      10.85%                  6.98%      07/31/89

Portfolio Partners
  T. Rowe Price Growth Equity Portfolio                                          (3.10%)     11/28/97
Alger American Growth/
  Portfolio Partners T. Rowe Price Growth
  Equity(3)                                   20.01%                             19.72%      10/31/94
</TABLE>

Please refer to the discussion preceding the tables for an explanation of the
charges included and methodology used in the standardized and non-standardized
figures. These figures represent historical performance and should not be
considered a projection of future performance.

*    Reflects performance from the date contributions were first received in the
     Fund under the Separate Account.

(1)  These Funds have been available through the Separate Account for more than
     ten years.

(2)  The current yield for the Subaccount for the 7-day period ended December
     31, 1997 (on an annualized basis) was 3.963%. The current yield reflects
     the deduction of all charges under the Contract that are deducted from the
     total return quotations shown above except the maximum 5% deferred sales
     charge.

(3)  The Fund first listed was replaced with the applicable Portfolio Partners
     Portfolio after the close of business on November 26, 1997. The performance
     shown is based on the performance of the replaced Fund until November 26,
     1997, and the performance of the applicable Portfolio Partners Portfolio
     after that date. The replaced Fund may not have been available under all
     Contracts. The "Date Contributions First Received Under Separate Account"
     refers to the applicable date for the replaced Fund.
                                       7
<PAGE>
<TABLE>
<CAPTION>
Installment Payment Account                                 NON-STANDARDIZED                              Fund  
    ($20 Maintenance Fee)                                                                               Inception
                                                                                                          Date
- -------------------------------------------------------------------------------------------------------------------
        SUBACCOUNT                            1 Year      3 Years    5 Years   10 Years     Inception**
        ----------                            ------      -------    --------  ----------   -----------
<S>                                           <C>         <C>        <C>         <C>         <C>        <C>
Aetna Ascent VP                               18.09%                                         20.01%     07/05/95
Aetna Balanced VP, Inc.                       20.64%      19.70%     12.72%                  10.83%     04/03/89
Aetna Bond VP(1)                               6.67%       8.23%      5.33%       7.58%
Aetna Crossroads VP                           15.81%                                         16.72%     07/05/95
Aetna Growth VP                               31.01%                                         30.97%     12/13/96
Aetna Growth and Income VP(1)                 27.94%      26.89%     15.94%      14.89%
Aetna Index Plus Large Cap VP                 31.88%                                         32.57%     09/16/96
Aetna Legacy VP                               12.78%                                         13.23%     07/05/95
Aetna Money Market VP(1)(2)                    3.89%       4.04%      3.24%       4.36%
Aetna Small Company VP                        32.47%                                         33.41%     12/27/96
Aetna Value Opportunity VP                    37.27%                                         37.80%     12/13/96
Calvert Social Balanced Portfolio(1)          18.27%      18.81%     11.20%      10.73%
Fidelity VIP Equity-Income Portfolio(1)       26.19%      23.64%     18.36%      14.98%
Fidelity VIP Growth Portfolio(1)              21.63%      22.37%     16.24%      15.43%
Fidelity VIP Overseas Portfolio(1)             9.88%       9.80%     12.41%       7.98%
Fidelity VIP II Contrafund Portfolio          22.28%                                         26.28%     01/03/95
Janus Aspen Aggressive Growth Portfolio       10.97%      14.00%                             17.44%     09/13/93
Janus Aspen Balanced Portfolio                20.27%      19.15%                             14.55%     09/13/93
Janus Aspen Flexible Income Portfolio         10.08%      13.04%                              8.38%     09/13/93
Janus Aspen Growth Portfolio                  20.90%      21.84%                             15.91%     09/13/93
Janus Aspen Worldwide Growth Portfolio        20.32%      24.26%                             21.08%     09/13/93
Lexington Natural Resources Trust              5.54%      14.94%      9.10%                   7.90%     10/14/91
Oppenheimer Global Securities Fund            20.59%      12.10%     17.03%                  10.58%     11/12/90
Oppenheimer Strategic Bond Fund                7.07%      10.32%                              6.02%     05/03/93

Portfolio Partners MFS
  Emerging Equities Portfolio                                                                (1.29%)    11/28/97
Alger American Small Cap/
  Portfolio Partners MFS Emerging Equities(3)  7.58%      16.21%     10.53%                  17.20%     09/21/88

Portfolio Partners
  MFS Research Growth Portfolio                                                              (1.98%)    11/28/97
American Century VP Capital Appreciation/
   Portfolio Partners MFS Research Growth(3) (4.42%)      5.17%      4.23%        7.09%

Portfolio Partners MFS Value
  Equity Portfolio                                                                            1.26%     11/28/97
Neuberger & Berman AMT Growth/
  Portfolio Partners MFS Value Equity(3)      24.45%      20.18%     11.31%      12.93%

Portfolio Partners Scudder
  International Growth Portfolio                                                              1.42%     11/28/97
Scudder International Portfolio Class A/
  Portfolio Partners Scudder International
  Growth(3)                                    7.35%       9.92%     11.99%      10.11%

Portfolio Partners
  T. Rowe Price Growth Equity Portfolio                                                       1.87%     11/28/97
Alger American Growth/
  Portfolio Partners T. Rowe Price Growth
  Equity(3)                                   26.32%      23.74%     17.96%                  17.91%     01/09/89
</TABLE>

Please refer to the discussion preceding the tables for an explanation of the
charges included and methodology used in the standardized and non-standardized
figures. These figures represent historical performance and should not be
considered a projection of future performance.

**   Reflects performance from the Fund's inception date.

(1)  These Funds have been in operation for more than ten years.

(2)  The current yield for the Subaccount for the 7-day period ended December
     31, 1997 (on an annualized basis) was 3.963%. The current yield reflects
     the deduction of all charges under the Contract that are deducted from the
     total return quotations shown above. As in the table above, the maximum 5%
     deferred sales charge is not reflected.

(3)  The Fund first listed was replaced with the applicable Portfolio Partners
     Portfolio after the close of business on November 26, 1997. The performance
     shown is based on the performance of the replaced Fund until November 26,
     1997, and the performance of the applicable Portfolio Partners Portfolio
     after that date. The replaced Fund may not have been available under all
     Contracts. The "Fund Inception Date" refers to the applicable date for the
     replaced Fund. If no date is shown, the replaced Fund has been in operation
     for more than ten years.
                                        8
<PAGE>

                                ANNUITY PAYMENTS

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

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

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

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

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

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

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

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

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

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

                                       9
<PAGE>


                         SALES MATERIAL AND ADVERTISING

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

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

We may publish in advertisements and reports, the ratings and other information
assigned to us by one or more independent rating organizations such as A.M. Best
Company, Duff & Phelps, Standard & Poor's Corporation and Moody's Investors
Service, Inc. The purpose of the ratings is to reflect our financial strength
and/or claims-paying ability. We may also quote ranking services such as
Morningstar's Variable Annuity/Life Performance Report and Lipper's Variable
Insurance Products Performance Analysis Service (VIPPAS), which rank variable
annuity or life Subaccounts or their underlying funds by performance and/or
investment objective. We may categorize the underlying Funds in terms of the
asset classes they represent and use such categories in marketing materials for
the Contracts. We may illustrate in advertisements the performance of the
underlying funds, if accompanied by performance which also shows the performance
of such funds reduced by applicable charges under the Separate Account. We may
also show in advertisements the portfolio holdings of the underlying funds,
updated at various intervals. From time to time, we will quote articles from
newspapers and magazines or other publications or reports, including, but not
limited to The Wall Street Journal, Money magazine, USA Today and The VARDS
Report.

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

                              INDEPENDENT AUDITORS

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


                                       10
<PAGE>



                              FINANCIAL STATEMENTS


                           VARIABLE ANNUITY ACCOUNT C


                                      Index


Statement of Assets and Liabilities.................... S-2
Statements of Operations and Changes in Net Assets..... S-5
Notes to Financial Statements ......................... S-6
Independent Auditors' Report........................... S-17


                                       S-1


<PAGE>


Variable Annuity Account C
Statement of Assets and Liabilities - December 31, 1997


<TABLE>
<S>                                                                                     <C>
ASSETS:
Investments, at net asset value: (Note 1)
 Aetna Variable Fund; 189,402,635 shares (cost $5,932,019,068) ........................ $ 6,370,594,954
 Aetna Income Shares; 29,481,519 shares (cost $379,976,337) ...........................     378,848,309
 Aetna Variable Encore Fund; 17,984,272 shares (cost $234,633,355) ....................     240,346,197
 Aetna Investment Advisers Fund, Inc.; 61,720,862 shares (cost $848,048,432) ..........     989,547,679
 Aetna GET Fund, Series B; 5,058,054 shares (cost $56,606,586) ........................      79,552,932
 Aetna GET Fund, Series C; 18,780,804 shares (cost $190,080,319) ......................     236,822,693
 Aetna Ascent Variable Portfolio; 5,107,825 shares (cost $66,607,510) .................      72,115,304
 Aetna Crossroads Variable Portfolio; 3,801,191 shares (cost $47,125,006) .............      49,739,310
 Aetna Legacy Variable Portfolio; 2,710,978 shares (cost $32,214,576) .................      32,802,912
 Aetna Variable Portfolios, Inc.:
  Aetna Variable Capital Appreciation Portfolio; 171,171 shares (cost $2,313,642) .....       2,039,640
  Aetna Variable Growth Portfolio; 111,560 shares (cost $1,335,706) ...................       1,098,483
  Aetna Variable Index Plus Portfolio; 5,933,809 shares (cost $76,210,503) ............      83,175,077
  Aetna Variable Small Company Portfolio; 388,120 shares (cost $5,122,912) ............       4,956,212
 Calvert Social Balanced Portfolio; 27,469,430 shares (cost $47,247,774) ..............      54,444,411
 Fidelity Investments Variable Insurance Products Fund:
  Equity-Income Portfolio; 7,855,657 shares (cost $156,737,051) .......................     190,735,350
  Growth Portfolio; 3,457,071 shares (cost $105,862,746) ..............................     128,257,345
  Overseas Portfolio; 700,480 shares (cost $13,223,729) ...............................      13,449,206
 Fidelity Investments Variable Insurance Products Fund II:
  Asset Manager Portfolio; 1,288,137 shares (cost $19,277,286) ........................      23,199,341
  Contrafund Portfolio; 12,866,038 shares (cost $206,330,826) .........................     256,548,805
  Index 500 Portfolio; 504,605 shares (cost $46,209,224) ..............................      57,721,771
 Janus Aspen Series:
  Aggressive Growth Portfolio; 10,248,197 shares (cost $174,115,177) ..................     210,600,444
  Balanced Portfolio; 2,143,788 shares (cost $32,647,487) .............................      37,451,981
  Flexible Income Portfolio; 1,252,635 shares (cost $14,374,926) ......................      14,756,039
  Growth Portfolio; 4,330,541 shares (cost $68,345,213) ...............................      80,028,403
  Worldwide Growth Portfolio; 18,350,150 shares (cost $366,705,134)....................     429,210,001
 Lexington Emerging Markets Fund; 649,673 shares (cost $6,756,872).....................       5,788,593
 Lexington Natural Resources Trust Fund; 2,881,672 shares (cost $41,178,832)...........      42,965,725
 Portfolio Partners, Inc. (PPI):
 PPI MFS Emerging Equities Portfolio; 8,228,209 shares (cost $356,891,357).............     352,990,165
 PPI MFS Research Growth Portfolio; 23,381,050 shares (cost $231,196,214)..............     227,029,997
 PPI MFS Value Equity Portfolio; 3,887,887 shares (cost $114,649,620)..................     116,286,704
 PPI Scudder International Growth Portfolio; 14,375,874 shares (cost $199,666,185).....     202,699,815
 PPI T. Rowe Price Growth Equity Portfolio; 3,885,589 shares (cost $166,078,985) ......     169,450,553
                                                                                        ---------------
NET ASSETS (cost $10,239,788,590) ..................................................... $11,155,254,351
                                                                                        ===============

Net assets represented by:

Reserves for annuity contracts in accumulation and payment period: (Notes 1 and 5)
Aetna Variable Fund:
 Annuity contracts in accumulation .................................................... $ 6,078,549,136
 Annuity contracts in payment period ..................................................     292,045,818
Aetna Income Shares:
 Annuity contracts in accumulation ....................................................     372,629,553
 Annuity contracts in payment period ..................................................       6,218,756
</TABLE>


                                      S-2
<PAGE>

Variable Annuity Account C
Statement of Assets and Liabilities - December 31, 1997 (continued):


<TABLE>
<S>                                                       <C>
Aetna Variable Encore Fund:
 Annuity contracts in accumulation ......................  $   240,346,197
Aetna Investment Advisers Fund, Inc.:
 Annuity contracts in accumulation ......................      968,354,403
 Annuity contracts in payment period ....................       21,193,276
Aetna GET Fund, Series B:
 Annuity contracts in accumulation ......................       79,552,932
Aetna GET Fund, Series C:
 Annuity contracts in accumulation ......................      236,822,693
Aetna Ascent Variable Portfolio:
 Annuity contracts in accumulation ......................       72,115,304
Aetna Crossroads Variable Portfolio:
 Annuity contracts in accumulation ......................       49,739,310
Aetna Legacy Variable Portfolio:
 Annuity contracts in accumulation ......................       32,749,254
 Annuity contracts in payment period ....................           53,658
Aetna Variable Portfolios, Inc.:
 Aetna Variable Capital Appreciation Portfolio:
 Annuity contracts in accumulation ......................        2,039,640
 Aetna Variable Growth Portfolio:
 Annuity contracts in accumulation ......................        1,098,483
Aetna Variable Index Plus Portfolio:
 Annuity contracts in accumulation ......................       83,098,319
 Annuity contracts in payment period ....................           76,758
 Aetna Variable Small Company Portfolio:
 Annuity contracts in accumulation ......................        4,956,212
Calvert Social Balanced Portfolio:
 Annuity contracts in accumulation ......................       54,444,411
Fidelity Investments Variable Insurance Products Fund:
 Equity-Income Portfolio:
 Annuity contracts in accumulation ......................      190,735,350
 Growth Portfolio:
 Annuity contracts in accumulation ......................      128,257,345
 Overseas Portfolio:
 Annuity contracts in accumulation ......................       13,449,206
Fidelity Investments Variable Insurance Products Fund II:
 Asset Manager Portfolio:
 Annuity contracts in accumulation ......................       23,199,341
 Contrafund Portfolio:
 Annuity contracts in accumulation ......................      256,548,805
 Index 500 Portfolio:
 Annuity contracts in accumulation ......................       57,721,771
Janus Aspen Series:
 Aggressive Growth Portfolio:
 Annuity contracts in accumulation ......................      210,600,444
 Balanced Portfolio:
 Annuity contracts in accumulation ......................       37,451,981
 Flexible Income Portfolio:
 Annuity contracts in accumulation ......................       14,756,039
 Growth Portfolio:
 Annuity contracts in accumulation ......................       79,992,417
 Annuity contracts in payment period ....................           35,986
</TABLE>


                                      S-3
<PAGE>

Variable Annuity Account C
Statement of Assets and Liabilities - December 31, 1997 (continued):


<TABLE>
<S>                                            <C>
 Worldwide Growth Portfolio:
 Annuity contracts in accumulation ...........  $   429,093,163
 Annuity contracts in payment period .........          116,838
Lexington Emerging Markets Fund:
 Annuity contracts in accumulation ...........        5,788,593
Lexington Natural Resources Trust Fund:
 Annuity contracts in accumulation ...........       42,965,725
Portfolio Partners, Inc.:
 PPI MFS Emerging Equities Portfolio:
 Annuity contracts in accumulation ...........      352,966,999
 Annuity contracts in payment period .........           23,166
 PPI MFS Research Growth Portfolio:
 Annuity contracts in accumulation ...........      227,029,997
 PPI MFS Value Equity Portfolio:
 Annuity contracts in accumulation ...........      116,286,704
 PPI Scudder International Growth Portfolio:
 Annuity contracts in accumulation ...........      202,699,815
 PPI T. Rowe Price Growth Equity Portfolio:
 Annuity contracts in accumulation ...........      169,450,553
                                                ---------------
                                                $11,155,254,351
                                                ===============
</TABLE>


See Notes to Financial Statements


                                      S-4
<PAGE>

Variable Annuity Account C
Statements of Operations and Changes in Net Assets


<TABLE>
<CAPTION>
                                                                                  Year Ended December 31,
                                                                                  1997                 1996
                                                                          -------------------   -----------------
<S>                                                                       <C>                   <C>
INVESTMENT INCOME:
Income: (Notes 1, 3 and 5)
 Dividends ............................................................     $ 1,552,106,208      $  712,854,599
Expenses: (Notes 2 and 5)
 Valuation period deductions ..........................................        (120,867,375)        (93,446,331)
                                                                            ---------------      --------------
Net investment income .................................................       1,431,238,833         619,408,268
                                                                            ---------------      --------------
NET REALIZED AND UNREALIZED GAIN
 ON INVESTMENTS:
Net realized gain on sales of investments: (Notes 1, 4 and 5)
 Proceeds from sales ..................................................       2,013,561,413       2,060,808,031
 Cost of investments sold .............................................       1,773,010,971       1,547,239,509
                                                                            ---------------      --------------
  Net realized gain ...................................................         240,550,442         513,568,522
Net unrealized gain on investments: (Note 5)
 Beginning of year ....................................................         612,391,085         594,083,184
 End of year ..........................................................         915,465,761         612,391,085
                                                                            ---------------      --------------
  Net change in unrealized gain .......................................         303,074,676          18,307,901
                                                                            ---------------      --------------
Net realized and unrealized gain on investments .......................         543,625,118         531,876,423
                                                                            ---------------      --------------
Net increase in net assets resulting from operations ..................       1,974,863,951       1,151,284,691
                                                                            ---------------      --------------
FROM UNIT TRANSACTIONS:
Variable annuity contract purchase payments ...........................       1,039,130,530         951,293,520
Sales and administrative charges deducted by the Company ..............             (17,373)            (61,783)
                                                                            ---------------      --------------
 Net variable annuity contract purchase payments ......................       1,039,113,157         951,231,737
Transfer from the Company for mortality guarantee adjustments .........           2,085,609           3,247,064
Transfers from the Company's fixed account options ....................         166,510,610         187,508,331
Transfers to the Company's other variable annuity accounts ............         (88,238,000)                  0
Redemptions by contract holders .......................................        (474,257,152)       (339,383,183)
Annuity Payments ......................................................         (31,253,253)        (20,948,181)
Other .................................................................           1,227,066             144,245
                                                                            ---------------      --------------
 Net increase in net assets from unit transactions (Note 5) ...........         615,188,037         781,800,013
                                                                            ---------------      --------------
Change in net assets ..................................................       2,590,051,988       1,933,084,704
NET ASSETS:
Beginning of year .....................................................       8,565,202,363       6,632,117,659
                                                                            ---------------      --------------
End of year ...........................................................     $11,155,254,351      $8,565,202,363
                                                                            ===============      ==============
</TABLE>


See Notes to Financial Statements


                                      S-5
<PAGE>

Variable Annuity Account C
Notes to Financial Statements - December 31, 1997

1. Summary of Significant Accounting Policies

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

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

   a. Valuation of Investments
   Investments in the following Funds are stated at the closing net asset
   value per share as determined by each Fund on December 31, 1997:

   Aetna Variable Fund
   Aetna Income Shares
   Aetna Variable Encore Fund
   Aetna Investment Advisers Fund, Inc.
   Aetna GET Fund, Series B
   Aetna GET Fund, Series C
   Aetna Ascent Variable Portfolio
   Aetna Crossroads Variable Portfolio
   Aetna Legacy Variable Portfolio
   Aetna Variable Portfolios, Inc.:
   [bullet] Aetna Variable Capital Appreciation Portfolio
   [bullet] Aetna Variable Growth Portfolio
   [bullet] Aetna Variable Index Plus Portfolio
   [bullet] Aetna Variable Small Company Portfolio
   Calvert Social Balanced Portfolio
   Fidelity Investments Variable Insurance Products Fund:
   [bullet] Equity-Income Portfolio
   [bullet] Growth Portfolio
   [bullet] Overseas Portfolio

   Fidelity Investments Variable Insurance Products
   Fund II:
   [bullet] Asset Manger Portfolio
   [bullet] Contrafund Portfolio
   [bullet] Index 500 Portfolio
   Janus Aspen Series:
   [bullet] Aggressive Growth Portfolio
   [bullet] Balanced Portfolio
   [bullet] Flexible Income Portfolio
   [bullet] Growth Portfolio
   [bullet] Worldwide Growth Portfolio
   Lexington Emerging Markets Fund
   Lexington Natural Resources Trust Fund
   Portfolio Partners, Inc.:
   [bullet] PPI MFS Emerging Equities Portfolio
   [bullet] PPI MFS Research Growth Portfolio
   [bullet] PPI MFS Value Equity Portfolio
   [bullet] PPI Scudder International Growth Portfolio
   [bullet] PPI T. Rowe Price Growth Equity Portfolio

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

   c. Federal Income Taxes
   The operations of the Account form a part of, and are taxed with, the total
   operations of the Company which is taxed as a life insurance company under
   the Internal Revenue Code of 1986, as amended.

   d. Annuity Reserves
   Annuity reserves held in the Account are computed for currently payable
   contracts according to the Progressive Annuity, a49, 1971 Individual
   Annuity Mortality, 1971 Group Annuity Mortality, 83a, and 1983 Group
   Annuity Mortality tables using various assumed interest rates not to exceed
   seven percent. Mortality experience is monitored by the Company. Charges to
   annuity reserves for mortality experience are reimbursed to the Company if
   the reserves required are less than originally estimated. If additional
   reserves are required, the Company reimburses the Account.

2. Valuation Period Deductions

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

3. Dividend Income

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

4. Purchases and Sales of Investments

   The cost of purchases and proceeds from sales of investments other than
   short-term investments for the years ended December 31, 1997 and 1996
   aggregated $4,059,988,283 and $2,013,561,413; $3,462,016,312 and
   $2,060,808,031, respectively.


                                      S-6
<PAGE>

Variable Annuity Account C
Notes to Financial Statements - December 31, 1997 (continued):

5. Supplemental Information to Statements of Operations and Changes in Net
Assets

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------
Year Ended December 31, 1997
                                                                         Valuation
                                                                           Period
                                                       Dividends         Deductions
- ---------------------------------------------------------------------------------------
<S>                                                 <C>                <C>

  Aetna Variable Fund:                              $1,291,034,822     ($ 68,500,273)
  Annuity contracts in accumulation
  Annuity contracts in payment period
- ---------------------------------------------------------------------------------------
  Aetna Income Shares:                                  22,258,737        (4,263,839)
  Annuity contracts in accumulation
  Annuity contracts in payment period
- ---------------------------------------------------------------------------------------
  Aetna Variable Encore Fund:                            9,635,587        (2,938,575)
  Annuity contracts in accumulation
- ---------------------------------------------------------------------------------------
  Aetna Investment Advisers Fund, Inc.:                128,304,517       (10,844,018)
  Annuity contracts in accumulation
  Annuity contracts in payment period
- ---------------------------------------------------------------------------------------
  Aetna GET Fund, Series B:                             13,341,021        (1,078,816)
  Annuity contracts in accumulation
- ---------------------------------------------------------------------------------------
  Aetna GET Fund, Series C:                              3,678,012        (3,257,441)
  Annuity contracts in accumulation
- ---------------------------------------------------------------------------------------
  Aetna Ascent Variable Portfolio:                       4,541,482          (578,657)
  Annuity contracts in accumulation
- ---------------------------------------------------------------------------------------
  Aetna Crossroads Variable Portfolio:                   3,316,159          (392,434)
  Annuity contracts in accumulation
- ---------------------------------------------------------------------------------------
  Aetna Legacy Variable Portfolio:                       1,788,369          (229,584)
  Annuity contracts in accumulation
  Annuity contracts in payment period
- ---------------------------------------------------------------------------------------
  Aetna Variable Portfolios Inc:
   Aetna Variable Capital Appreciation Portfolio:          312,433            (2,197)
  Annuity contracts in accumulation
- ---------------------------------------------------------------------------------------
   Aetna Variable Growth Portfolio:                        249,335            (1,093)
  Annuity contracts in accumulation
- ---------------------------------------------------------------------------------------
  Aetna Variable Index Plus Portfolio:                   3,327,658          (542,532)
  Annuity contracts in accumulation
  Annuity contracts in payment period
- ---------------------------------------------------------------------------------------
   Aetna Variable Small Company Portfolio:                 269,004            (5,868)
  Annuity contracts in accumulation
- ---------------------------------------------------------------------------------------
  Alger American Funds:
   Growth Portfolio: (1)                                 1,199,482        (1,526,918)
  Annuity contracts in accumulation
- ---------------------------------------------------------------------------------------
   Small Capitalization Portfolio:                      11,721,861        (3,575,543)
  Annuity contracts in accumulation
  Annuity contracts in payment period
- ---------------------------------------------------------------------------------------


<CAPTION>
- --------------------------------------------------------------------------------------------------
Year Ended December 31, 1997
                                                       Proceeds        Cost of           Net
                                                         from        Investments      Realized
                                                        Sales            Sold        Gain (Loss)
- --------------------------------------------------------------------------------------------------
<S>                                                 <C>             <C>             <C>

  Aetna Variable Fund:                              $205,088,291    $150,120,010    $ 54,968,281
  Annuity contracts in accumulation
  Annuity contracts in payment period
- --------------------------------------------------------------------------------------------------
  Aetna Income Shares:                                46,789,033      49,260,722      (2,471,689)
  Annuity contracts in accumulation
  Annuity contracts in payment period
- --------------------------------------------------------------------------------------------------
  Aetna Variable Encore Fund:                        206,958,669     210,166,945      (3,208,276)
  Annuity contracts in accumulation
- --------------------------------------------------------------------------------------------------
  Aetna Investment Advisers Fund, Inc.:               37,558,168      27,770,494       9,787,674
  Annuity contracts in accumulation
  Annuity contracts in payment period
- --------------------------------------------------------------------------------------------------
  Aetna GET Fund, Series B:                            7,648,728       4,940,723       2,708,005
  Annuity contracts in accumulation
- --------------------------------------------------------------------------------------------------
  Aetna GET Fund, Series C:                           13,972,003      11,896,317       2,075,686
  Annuity contracts in accumulation
- --------------------------------------------------------------------------------------------------
  Aetna Ascent Variable Portfolio:                       498,613         380,091         118,522
  Annuity contracts in accumulation
- --------------------------------------------------------------------------------------------------
  Aetna Crossroads Variable Portfolio:                   409,248         325,568          83,680
  Annuity contracts in accumulation
- --------------------------------------------------------------------------------------------------
  Aetna Legacy Variable Portfolio:                     2,265,127       2,019,840         245,287
  Annuity contracts in accumulation
  Annuity contracts in payment period
- --------------------------------------------------------------------------------------------------
  Aetna Variable Portfolios Inc:
   Aetna Variable Capital Appreciation Portfolio:        123,165         113,851           9,314
  Annuity contracts in accumulation
- --------------------------------------------------------------------------------------------------
   Aetna Variable Growth Portfolio:                       80,207          72,190           8,017
  Annuity contracts in accumulation
- --------------------------------------------------------------------------------------------------
  Aetna Variable Index Plus Portfolio:                29,980,862      29,823,433         157,429
  Annuity contracts in accumulation
  Annuity contracts in payment period
- --------------------------------------------------------------------------------------------------
   Aetna Variable Small Company Portfolio:               478,457         428,319          50,138
  Annuity contracts in accumulation
- --------------------------------------------------------------------------------------------------
  Alger American Funds:
   Growth Portfolio: (1)                             169,481,196     134,718,793      34,762,403
  Annuity contracts in accumulation
- --------------------------------------------------------------------------------------------------
   Small Capitalization Portfolio:                   403,516,606     343,440,431      60,076,175
  Annuity contracts in accumulation
  Annuity contracts in payment period
- --------------------------------------------------------------------------------------------------
</TABLE>


                                      S-7
<PAGE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
             Net Unrealized                                           Net
               Gain (Loss)                       Net          Increase (Decrease)                  Net Assets
               -----------                    Change in          In Net Assets                     ----------
       Beginning               End            Unrealized           from Unit            Beginning              End
        of Year              of Year         Gain (Loss)         Transactions            of Year             of Year
- ------------------------------------------------------------------------------------------------------------------------
        <S>               <C>                <C>                  <C>                <C>                 <C>
        $327,744,944      $438,575,885       $110,830,941         $ 75,435,966
                                                                                     $4,694,078,344      $6,078,549,136
                                                                                        212,746,872         292,045,818
- -----------------------------------------------------------------------------------------------------------------------
          (9,314,233)       (1,128,028)         8,186,205           (4,710,418)
                                                                                        354,233,289         372,629,553
                                                                                          5,616,023           6,218,756
- -----------------------------------------------------------------------------------------------------------------------
            (750,036)        5,712,842          6,462,878          (14,909,883)
                                                                                        245,304,466         240,346,197
- -----------------------------------------------------------------------------------------------------------------------
          97,219,569       141,499,248         44,279,679            2,724,400
                                                                                        800,532,626         968,354,403
                                                                                         14,762,802          21,193,276
- -----------------------------------------------------------------------------------------------------------------------
          17,286,695        22,946,346          5,659,651           (6,139,082)
                                                                                         65,062,153          79,552,932
- -----------------------------------------------------------------------------------------------------------------------
           2,983,885        46,742,374         43,758,489           (8,490,216)
                                                                                        199,058,163         236,822,693
- -----------------------------------------------------------------------------------------------------------------------
           1,716,824         5,507,794          3,790,970           42,582,396
                                                                                         21,660,591          72,115,304
- -----------------------------------------------------------------------------------------------------------------------
             838,329         2,614,303          1,775,974           30,197,010
                                                                                         14,758,921          49,739,310
- -----------------------------------------------------------------------------------------------------------------------
             112,482           588,337            475,855           21,455,983
                                                                                          9,067,002          32,749,254
                                                                                                  0              53,658
- -----------------------------------------------------------------------------------------------------------------------
                   0          (274,002)          (274,002)           1,994,092
                                                                                                  0           2,039,640
- -----------------------------------------------------------------------------------------------------------------------
                   0          (237,223)          (237,223)           1,079,447
                                                                                                  0           1,098,483
- -----------------------------------------------------------------------------------------------------------------------
              80,325         6,964,574          6,884,249           62,694,836
                                                                                         10,653,437          83,098,319
                                                                                                  0              76,758
- -----------------------------------------------------------------------------------------------------------------------
                   0          (166,700)          (166,700)           4,809,638
                                                                                                  0           4,956,212
- -----------------------------------------------------------------------------------------------------------------------
           6,730,808                 0         (6,730,808)        (132,576,331)
                                                                                        104,872,172                   0
- -----------------------------------------------------------------------------------------------------------------------
          39,364,541                 0        (39,364,541)        (352,729,122)
                                                                                        323,871,170                   0
                                                                                                  0                   0
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>


                                      S-8
<PAGE>

Variable Annuity Account C
Notes to Financial Statements - December 31, 1997 (continued):

5. Supplemental Information to Statements of Operations and Changes in Net
Assets (continued):


<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
Year Ended December 31, 1997
                                                                              Valuation
                                                                               Period
                                                              Dividends      Deductions
- -------------------------------------------------------------------------------------------
<S>                                                          <C>            <C>

  American Century Investments -
   Capital Appreciation Fund: (2)                            $ 5,882,464    ($ 2,974,651)
  Annuity contracts in accumulation
- -------------------------------------------------------------------------------------------
  Calvert Social Balanced Portfolio:                           3,787,208        (578,804)
  Annuity contracts in accumulation
- -------------------------------------------------------------------------------------------
  Fidelity Investments Variable Insurance Products Fund:
   Equity-Income Portfolio:                                   11,536,379      (1,844,101)
  Annuity contracts in accumulation
- -------------------------------------------------------------------------------------------
   Growth Portfolio:                                           3,033,640      (1,277,878)
  Annuity contracts in accumulation
- -------------------------------------------------------------------------------------------
   Overseas Portfolio:                                           762,691        (144,474)
  Annuity contracts in accumulation
- -------------------------------------------------------------------------------------------
  Fidelity Investments Variable Insurance Products Fund II:
   Asset Manager Portfolio:                                    2,134,313        (253,981)
  Annuity contracts in accumulation
- -------------------------------------------------------------------------------------------
   Contrafund Portfolio:                                       4,376,096      (2,382,593)
  Annuity contracts in accumulation
- -------------------------------------------------------------------------------------------
   Index 500 Portfolio:                                          890,215        (515,853)
  Annuity contracts in accumulation
- -------------------------------------------------------------------------------------------
  Franklin Government Securities Trust: (3)                    1,578,341        (279,189)
  Annuity contracts in accumulation
- -------------------------------------------------------------------------------------------
  Janus Aspen Series:
   Aggressive Growth Portfolio:                                        0      (2,188,842)
  Annuity contracts in accumulation
- -------------------------------------------------------------------------------------------
   Balanced Portfolio:                                           940,676        (329,511)
  Annuity contracts in accumulation
- -------------------------------------------------------------------------------------------
   Flexible Income Portfolio:                                    757,640        (131,213)
  Annuity contracts in accumulation
- -------------------------------------------------------------------------------------------
   Growth Portfolio:                                           1,871,919        (768,752)
  Annuity contracts in accumulation
  Annuity contracts in payment period
- -------------------------------------------------------------------------------------------
   Short-Term Bond Portfolio: (4)                                 64,108         (25,465)
  Annuity contracts in accumulation
- -------------------------------------------------------------------------------------------
   Worldwide Growth Portfolio:                                 5,510,563      (4,109,527)
  Annuity contracts in accumulation
  Annuity contracts in payment period
- -------------------------------------------------------------------------------------------


<CAPTION>
- -------------------------------------------------------------------------------------------------------------
Year Ended December 31, 1997
                                                                Proceeds        Cost of            Net
                                                                  from        Investments       Realized
                                                                 Sales            Sold         Gain (Loss)
- -------------------------------------------------------------------------------------------------------------
<S>                                                         <C>             <C>               <C>

  American Century Investments -
   Capital Appreciation Fund: (2)                            $347,378,690    $348,986,817     ($ 1,608,127)
  Annuity contracts in accumulation
- -------------------------------------------------------------------------------------------------------------
  Calvert Social Balanced Portfolio:                            1,767,421       1,342,657          424,764
  Annuity contracts in accumulation
- -------------------------------------------------------------------------------------------------------------
  Fidelity Investments Variable Insurance Products Fund:
   Equity-Income Portfolio:                                     2,876,456       2,187,102          689,354
  Annuity contracts in accumulation
- -------------------------------------------------------------------------------------------------------------
   Growth Portfolio:                                            1,967,157       1,268,813          698,344
  Annuity contracts in accumulation
- -------------------------------------------------------------------------------------------------------------
   Overseas Portfolio:                                          6,265,740       5,529,606          736,134
  Annuity contracts in accumulation
- -------------------------------------------------------------------------------------------------------------
  Fidelity Investments Variable Insurance Products Fund II:
   Asset Manager Portfolio:                                     1,353,806       1,132,813          220,993
  Annuity contracts in accumulation
- -------------------------------------------------------------------------------------------------------------
   Contrafund Portfolio:                                          989,526         754,795          234,731
  Annuity contracts in accumulation
- -------------------------------------------------------------------------------------------------------------
   Index 500 Portfolio:                                         2,042,782       1,517,607          525,175
  Annuity contracts in accumulation
- -------------------------------------------------------------------------------------------------------------
  Franklin Government Securities Trust: (3)                    35,001,358      34,302,739          698,619
  Annuity contracts in accumulation
- -------------------------------------------------------------------------------------------------------------
  Janus Aspen Series:
   Aggressive Growth Portfolio:                                16,697,333      12,596,723        4,100,610
  Annuity contracts in accumulation
- -------------------------------------------------------------------------------------------------------------
   Balanced Portfolio:                                          1,236,230         981,509          254,721
  Annuity contracts in accumulation
- -------------------------------------------------------------------------------------------------------------
   Flexible Income Portfolio:                                   4,035,296       3,816,553          218,743
  Annuity contracts in accumulation
- -------------------------------------------------------------------------------------------------------------
   Growth Portfolio:                                            1,933,431       1,461,183          472,248
  Annuity contracts in accumulation
  Annuity contracts in payment period
- -------------------------------------------------------------------------------------------------------------
   Short-Term Bond Portfolio: (4)                               5,452,797       5,400,161           52,636
  Annuity contracts in accumulation
- -------------------------------------------------------------------------------------------------------------
   Worldwide Growth Portfolio:                                 16,620,763      10,266,465        6,354,298
  Annuity contracts in accumulation
  Annuity contracts in payment period
- -------------------------------------------------------------------------------------------------------------
</TABLE>


                                      S-9
<PAGE>

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
           Net Unrealized                                          Net
             Gain (Loss)                      Net          Increase (Decrease)                Net Assets
             -----------                   Change in          In Net Assets                   ----------
      Beginning             End           Unrealized            from Unit           Beginning            End
       of Year            of Year         Gain (Loss)         Transactions           of Year           of Year
- -----------------------------------------------------------------------------------------------------------------
<S>    <C>               <C>             <C>                  <C>                 <C>                <C>
       $ 8,139,519               $0      ($8,139,519)         ($339,404,560)
                                                                                  $346,244,393                $0
- ----------------------------------------------------------------------------------------------------------------
         2,963,927        7,196,636         4,232,709             6,589,199
                                                                                    39,989,335        54,444,411
- ----------------------------------------------------------------------------------------------------------------
        10,675,870       33,998,298        23,322,428            50,561,862
                                                                                   106,469,428       190,735,350
- ----------------------------------------------------------------------------------------------------------------
         5,256,264       22,394,599        17,138,335            28,222,857
                                                                                    80,442,047       128,257,345
- ----------------------------------------------------------------------------------------------------------------
           649,630          225,478          (424,152)            4,069,619
                                                                                     8,449,388        13,449,206
- ----------------------------------------------------------------------------------------------------------------
         2,502,591        3,922,056         1,419,465             2,575,422
                                                                                    17,103,129        23,199,341
- ----------------------------------------------------------------------------------------------------------------
        15,161,493       50,217,979        35,056,486           100,377,564
                                                                                   118,886,521       256,548,805
- ----------------------------------------------------------------------------------------------------------------
         2,304,865       11,512,547         9,207,682            26,383,649
                                                                                    21,230,903        57,721,771
- ----------------------------------------------------------------------------------------------------------------
           405,959                0          (405,959)          (24,948,755)
                                                                                    23,356,943                 0
- ----------------------------------------------------------------------------------------------------------------
        17,668,916       36,485,267        18,816,351            16,995,758
                                                                                   172,876,567       210,600,444
- ----------------------------------------------------------------------------------------------------------------
           751,567        4,804,494         4,052,927            17,251,901
                                                                                    15,281,267        37,451,981
- ----------------------------------------------------------------------------------------------------------------
           140,666          381,113           240,447             5,252,958
                                                                                     8,417,464        14,756,039
- ----------------------------------------------------------------------------------------------------------------
         2,192,571       11,683,190         9,490,619            28,161,560
                                                                                    40,800,809        79,992,417
                                                                                             0            35,986
- ----------------------------------------------------------------------------------------------------------------
            (6,468)               0             6,468            (1,788,353)
                                                                                     1,690,606                 0
- ----------------------------------------------------------------------------------------------------------------
        16,710,390       62,504,868        45,794,478           203,261,915
                                                                                   172,398,274       429,093,163
                                                                                             0           116,838
- ----------------------------------------------------------------------------------------------------------------
</TABLE>


                                      S-10
<PAGE>

Variable Annuity Account C
Notes to Financial Statements - December 31, 1997 (continued):
5. Supplemental Information to Statements of Operations and Changes in Net
Assets (continued):


<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------
Year Ended December 31, 1997
                                                                           Valuation
                                                                            Period
                                                        Dividends         Deductions
- ----------------------------------------------------------------------------------------
<S>                                                      <C>                <C>

   Lexington Emerging Markets Fund:                          $4,375           ($79,412)
   Annuity contracts in accumulation
- -----------------------------------------------------------------------------------------
   Lexington Natural Resources Trust Fund:                1,239,038           (531,930)
   Annuity contracts in accumulation
- -----------------------------------------------------------------------------------------
   Neuberger and Berman Advisers Management Trust -
    Growth Portfolio: (5)                                 8,158,940         (1,195,227)
   Annuity contracts in accumulation
- -----------------------------------------------------------------------------------------
   Portfolio Partners, Inc.:
    PPI MFS Emerging Equities Portfolio:                          0           (406,682)
   Annuity contracts in accumulation
   Annuity contracts in payment period
- -----------------------------------------------------------------------------------------
    PPI MFS Research Growth Portfolio:                            0           (262,081)
   Annuity contracts in accumulation
- -----------------------------------------------------------------------------------------
    PPI MFS Value Equity Portfolio:                               0           (133,426)
   Annuity contracts in accumulation
- -----------------------------------------------------------------------------------------
    PPI MFS Scudder International Growth Portfolio:               0           (235,626)
   Annuity contracts in accumulation
- -----------------------------------------------------------------------------------------
    PPI MFS T. Rowe Price Growth Equity Portfolio:                0           (193,734)
   Annuity contracts in accumulation
- -----------------------------------------------------------------------------------------
   Scudder Variable Life Investment Fund -
    International Portfolio: (6)                          4,599,123         (2,286,635)
   Annuity contracts in accumulation
- -----------------------------------------------------------------------------------------
   Total Variable Annuity Account C                  $1,552,106,208     ($ 120,867,375)
========================================================================================



<CAPTION>
- ---------------------------------------------------------------------------------------------------------
Year Ended December 31, 1997
                                                         Proceeds          Cost of             Net
                                                           from          Investments        Realized
                                                           Sales             Sold          Gain (Loss)
- ---------------------------------------------------------------------------------------------------------
<S>                                                  <C>               <C>                <C>

   Lexington Emerging Markets Fund:                      $1,639,618        $1,424,729         $214,889
   Annuity contracts in accumulation
- ---------------------------------------------------------------------------------------------------------
   Lexington Natural Resources Trust Fund:               14,866,827        11,618,994        3,247,833
   Annuity contracts in accumulation
- ---------------------------------------------------------------------------------------------------------
   Neuberger and Berman Advisers Management Trust -
    Growth Portfolio: (5)                               128,039,479       103,983,767       24,055,712
   Annuity contracts in accumulation
- ---------------------------------------------------------------------------------------------------------
   Portfolio Partners, Inc.:
    PPI MFS Emerging Equities Portfolio:                  3,797,005         3,880,012          (83,007)
   Annuity contracts in accumulation
   Annuity contracts in payment period
- ---------------------------------------------------------------------------------------------------------
    PPI MFS Research Growth Portfolio:                    1,453,829         1,486,006          (32,177)
   Annuity contracts in accumulation
- ---------------------------------------------------------------------------------------------------------
    PPI MFS Value Equity Portfolio:                         928,145           929,114             (969)
   Annuity contracts in accumulation
- ---------------------------------------------------------------------------------------------------------
    PPI MFS Scudder International Growth Portfolio:      13,091,485        12,881,912          209,573
   Annuity contracts in accumulation
- ---------------------------------------------------------------------------------------------------------
    PPI MFS T. Rowe Price Growth Equity Portfolio:          891,088           887,544            3,544
   Annuity contracts in accumulation
- ---------------------------------------------------------------------------------------------------------
   Scudder Variable Life Investment Fund -
    International Portfolio: (6)                        278,386,778       238,895,623       39,491,155
   Annuity contracts in accumulation
- ---------------------------------------------------------------------------------------------------------
   Total Variable Annuity Account C                  $2,013,561,413    $1,773,010,971     $240,550,442
=========================================================================================================
</TABLE>

(1) Effective November 28, 1997, this funds assets were transferred to the PPI
T. Rowe Price Growth Equity Portfolio.

(2) Effective November 28, 1997, this funds assets were transferred to the PPI
MFS Research Growth Portfolio.

(3) Effective November 28, 1997, this funds assets were transferred to Aetna
Income Shares.

(4) Effective November 28, 1997, this funds assets were transferred to the Aetna
Variable Encore Fund.

(5) Effective November 28, 1997, this funds assets were transferred to the PPI
MFS Value Equity Portfolio.

(6) Effective November 28, 1997, this funds assets were transferred to the PPI
Scudder International Growth Portfolio.


                                      S-11
<PAGE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
            Net Unrealized                                          Net
             Gain (Loss)                       Net          Increase (Decrease)                   Net Assets
             -----------                    Change in          In Net Assets                      ----------
     Beginning              End            Unrealized            from Unit            Beginning               End
      of Year             of Year          Gain (Loss)         Transactions            of Year              of Year
- ------------------------------------------------------------------------------------------------------------------------
<S>    <C>             <C>                <C>                   <C>                <C>                 <C>
        $102,991          ($968,279)       ($1,071,270)           $1,874,530
                                                                                       $4,845,481           $5,788,593
- ------------------------------------------------------------------------------------------------------------------------
       3,997,171          1,786,893         (2,210,278)           17,376,715
                                                                                       23,844,347           42,965,725
- ------------------------------------------------------------------------------------------------------------------------
       9,459,521                  0         (9,459,521)         (116,641,588)
                                                                                       95,081,684                    0
- ------------------------------------------------------------------------------------------------------------------------
               0         (3,901,193)        (3,901,193)          357,381,047
                                                                                                0          352,966,999
                                                                                                0               23,166
- ------------------------------------------------------------------------------------------------------------------------
               0         (4,166,217)        (4,166,217)          231,490,472
                                                                                                0          227,029,997
- ------------------------------------------------------------------------------------------------------------------------
               0          1,637,084          1,637,084           114,784,015
                                                                                                0          116,286,704
- ------------------------------------------------------------------------------------------------------------------------
               0          3,033,630          3,033,630           199,692,238
                                                                                                0          202,699,815
- ------------------------------------------------------------------------------------------------------------------------
               0          3,371,568          3,371,568           166,269,175
                                                                                                0          169,450,553
- ------------------------------------------------------------------------------------------------------------------------
      29,299,509                  0        (29,299,509)         (204,019,879)
                                                                                      191,515,746                    0
- ------------------------------------------------------------------------------------------------------------------------
    $612,391,085       $915,465,761       $303,074,676          $615,188,037       $8,565,202,363      $11,155,254,351
========================================================================================================================
</TABLE>


                                      S-12
<PAGE>

Variable Annuity Account C
Notes to Financial Statements - December 31, 1997 (continued):
5. Supplemental Information to Statements of Operations and Changes in Net
Assets (continued):


<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------
Year Ended December 31, 1996
                                                                                Valuation
                                                                                  Period
                                                               Dividends        Deductions
- ----------------------------------------------------------------------------------------------
<S>                                                          <C>               <C>

  Aetna Variable Fund:                                       $515,238,366      ($54,321,686)
  Annuity contracts in accumulation
  Annuity contracts in payment period
- ----------------------------------------------------------------------------------------------
  Aetna Income Shares:                                         23,144,319        (4,611,478)
  Annuity contracts in accumulation
  Annuity contracts in payment period
- ----------------------------------------------------------------------------------------------
  Aetna Variable Encore Fund:                                  14,058,252        (2,878,790)
  Annuity contracts in accumulation
- ----------------------------------------------------------------------------------------------
  Aetna Investment Advisers Fund, Inc.:                        72,699,670        (9,562,496)
  Annuity contracts in accumulation
  Annuity contracts in payment period
- ----------------------------------------------------------------------------------------------
  Aetna GET Fund, Series B:                                     5,304,368        (1,100,778)
  Annuity contracts in accumulation
- ----------------------------------------------------------------------------------------------
  Aetna GET Fund, Series C:                                       969,084          (280,865)
  Annuity contracts in accumulation
- ----------------------------------------------------------------------------------------------
  Aetna Ascent Variable Portfolio:                                963,171          (137,931)
  Annuity contracts in accumulation
- ----------------------------------------------------------------------------------------------
  Aetna Crossroads Variable Portfolio:                            797,511          (106,179)
  Annuity contracts in accumulation
- ----------------------------------------------------------------------------------------------
  Aetna Legacy Variable Portfolio:                                595,666           (63,355)
  Annuity contracts in accumulation
- ----------------------------------------------------------------------------------------------
  Aetna Variable Index Plus Portfolio:                             57,328           (16,537)
  Annuity contracts in accumulation
- ----------------------------------------------------------------------------------------------
  Alger American Funds:
   Growth Portfolio:                                            2,138,198          (966,404)
  Annuity contracts in accumulation
- ----------------------------------------------------------------------------------------------
   Small Capitalization Portfolio:                              1,173,212        (3,731,877)
  Annuity contracts in accumulation
- ----------------------------------------------------------------------------------------------
  Calvert Responsibly Invested Balanced Fund:                   3,000,539          (425,159)
  Annuity contracts in accumulation
- ----------------------------------------------------------------------------------------------
  Fidelity Investments Variable Insurance Products Fund:
   Equity-Income Portfolio:                                     2,269,871          (994,896)
  Annuity contracts in accumulation
- ----------------------------------------------------------------------------------------------
   Growth Portfolio:                                            2,304,888          (707,334)
  Annuity contracts in accumulation
- ----------------------------------------------------------------------------------------------
   Overseas Portfolio:                                            115,737           (82,498)
  Annuity contracts in accumulation
- ----------------------------------------------------------------------------------------------
  Fidelity Investments Variable Insurance Products Fund II:
   Asset Manager Portfolio:                                       955,910          (196,386)
  Annuity contracts in accumulation
- ----------------------------------------------------------------------------------------------



<CAPTION>
- --------------------------------------------------------------------------------------------------------------
Year Ended December 31, 1996
                                                                 Proceeds         Cost of           Net
                                                                   from         Investments       Realized
                                                                   Sales            Sold        Gain (Loss)
- --------------------------------------------------------------------------------------------------------------
<S>                                                          <C>               <C>             <C>

  Aetna Variable Fund:                                       $1,237,963,630    $841,837,896    $396,125,734
  Annuity contracts in accumulation
  Annuity contracts in payment period
- --------------------------------------------------------------------------------------------------------------
  Aetna Income Shares:                                          155,474,786     153,469,788       2,004,998
  Annuity contracts in accumulation
  Annuity contracts in payment period
- --------------------------------------------------------------------------------------------------------------
  Aetna Variable Encore Fund:                                   175,207,017     167,163,639       8,043,378
  Annuity contracts in accumulation
- --------------------------------------------------------------------------------------------------------------
  Aetna Investment Advisers Fund, Inc.:                         223,353,174     160,905,519      62,447,655
  Annuity contracts in accumulation
  Annuity contracts in payment period
- --------------------------------------------------------------------------------------------------------------
  Aetna GET Fund, Series B:                                      25,117,816      18,596,857       6,520,959
  Annuity contracts in accumulation
- --------------------------------------------------------------------------------------------------------------
  Aetna GET Fund, Series C:                                         229,569         224,240           5,329
  Annuity contracts in accumulation
- --------------------------------------------------------------------------------------------------------------
  Aetna Ascent Variable Portfolio:                                  514,612         443,710          70,902
  Annuity contracts in accumulation
- --------------------------------------------------------------------------------------------------------------
  Aetna Crossroads Variable Portfolio:                              755,620         679,118          76,502
  Annuity contracts in accumulation
- --------------------------------------------------------------------------------------------------------------
  Aetna Legacy Variable Portfolio:                                1,206,903       1,119,490          87,413
  Annuity contracts in accumulation
- --------------------------------------------------------------------------------------------------------------
  Aetna Variable Index Plus Portfolio:                              356,603         338,531          18,072
  Annuity contracts in accumulation
- --------------------------------------------------------------------------------------------------------------
  Alger American Funds:
   Growth Portfolio:                                              3,326,813       3,149,890         176,923
  Annuity contracts in accumulation
- --------------------------------------------------------------------------------------------------------------
   Small Capitalization Portfolio:                               24,333,106      17,577,100       6,756,006
  Annuity contracts in accumulation
- --------------------------------------------------------------------------------------------------------------
  Calvert Responsibly Invested Balanced Fund:                     1,793,014       1,429,393         363,621
  Annuity contracts in accumulation
- --------------------------------------------------------------------------------------------------------------
  Fidelity Investments Variable Insurance Products Fund:
   Equity-Income Portfolio:                                       3,851,613       3,166,678         684,935
  Annuity contracts in accumulation
- --------------------------------------------------------------------------------------------------------------
   Growth Portfolio:                                                623,639         453,561         170,078
  Annuity contracts in accumulation
- --------------------------------------------------------------------------------------------------------------
   Overseas Portfolio:                                            2,280,928       2,065,136         215,792
  Annuity contracts in accumulation
- --------------------------------------------------------------------------------------------------------------
  Fidelity Investments Variable Insurance Products Fund II:
   Asset Manager Portfolio:                                       2,016,939       1,797,456         219,483
  Annuity contracts in accumulation
- --------------------------------------------------------------------------------------------------------------
</TABLE>


                                      S-13
<PAGE>

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
             Net Unrealized                                            Net
               Gain (Loss)                        Net          Increase (Decrease)                  Net Assets
               -----------                     Change in          In Net Assets                     ----------
       Beginning               End            Unrealized            from Unit            Beginning              End
        of Year              of Year          Gain (Loss)         Transactions            of Year             of Year
- --------------------------------------------------------------------------------------------------------------------------
<S>      <C>               <C>               <C>                  <C>                  <C>                 <C>
         $267,567,573      $327,744,944       $60,177,371          $39,664,335
                                                                                      $3,805,891,355      $4,694,078,344
                                                                                         144,049,741         212,746,872
- --------------------------------------------------------------------------------------------------------------------------
           3,230,862        (9,314,233)       (12,545,095)         (34,151,027)
                                                                                         380,937,626         354,233,289
                                                                                           5,069,969           5,616,023
- --------------------------------------------------------------------------------------------------------------------------
           9,204,418          (750,036)        (9,954,454)           5,744,394
                                                                                         230,291,686         245,304,466
- --------------------------------------------------------------------------------------------------------------------------
         122,622,603        97,219,569        (25,403,034)          (7,904,062)
                                                                                         713,304,833         800,532,626
                                                                                           9,712,862          14,762,802
- --------------------------------------------------------------------------------------------------------------------------
          13,423,804        17,286,695          3,862,891          (22,661,545)
                                                                                          73,136,258          65,062,153
- --------------------------------------------------------------------------------------------------------------------------
                   0         2,983,885          2,983,885          195,380,730
                                                                                                   0         199,058,163
- --------------------------------------------------------------------------------------------------------------------------
             105,405         1,716,824          1,611,419           14,244,294
                                                                                           4,908,736          21,660,591
- --------------------------------------------------------------------------------------------------------------------------
              68,967           838,329            769,362            9,552,968
                                                                                           3,668,757          14,758,921
- --------------------------------------------------------------------------------------------------------------------------
              36,214           112,482             76,268            6,451,330
                                                                                           1,919,680           9,067,002
- --------------------------------------------------------------------------------------------------------------------------
                   0            80,325             80,325           10,514,249
                                                                                                   0          10,653,437
- --------------------------------------------------------------------------------------------------------------------------
            (285,937)        6,730,808          7,016,745           58,052,710
                                                                                          38,454,000         104,872,172
- --------------------------------------------------------------------------------------------------------------------------
          38,038,924        39,364,541          1,325,617           77,101,765
                                                                                         241,246,447         323,871,170
- --------------------------------------------------------------------------------------------------------------------------
           2,175,908         2,963,927            788,019            7,573,554
                                                                                          28,688,761          39,989,335
- --------------------------------------------------------------------------------------------------------------------------
           2,759,687        10,675,870          7,916,183           58,569,396
                                                                                          38,023,939         106,469,428
- --------------------------------------------------------------------------------------------------------------------------
             505,388         5,256,264          4,750,876           46,205,811
                                                                                          27,717,728          80,442,047
- --------------------------------------------------------------------------------------------------------------------------
             163,196           649,630            486,434            3,994,936
                                                                                           3,718,987           8,449,388
- --------------------------------------------------------------------------------------------------------------------------
           1,530,985         2,502,591            971,606              782,358
                                                                                          14,370,158          17,103,129
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                      S-14
<PAGE>

Variable Annuity Account C
Notes to Financial Statements - December 31, 1997 (continued):

5. Supplemental Information to Statements of Operations and Changes in Net
Assets (continued):


<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------
Year Ended December 31, 1996
                                                                       Valuation
                                                                         Period
                                                      Dividends        Deductions
- -------------------------------------------------------------------------------------
<S>                                                 <C>              <C>

   Contrafund Portfolio:                                $357,388         ($910,633)
  Annuity contracts in accumulation
- -------------------------------------------------------------------------------------
   Index 500 Portfolio:                                  219,199          (139,391)
  Annuity contracts in accumulation
- -------------------------------------------------------------------------------------
  Franklin Government Securities Trust:                1,223,061          (290,354)
  Annuity contracts in accumulation
- -------------------------------------------------------------------------------------
  Janus Aspen Series:
   Aggressive Growth Portfolio:                        1,589,459        (1,739,222)
  Annuity contracts in accumulation
- -------------------------------------------------------------------------------------
   Balanced Portfolio:                                   238,807           (87,725)
  Annuity contracts in accumulation
- -------------------------------------------------------------------------------------
   Flexible Income Portfolio:                            499,929           (72,736)
  Annuity contracts in accumulation
- -------------------------------------------------------------------------------------
   Growth Portfolio:                                     630,364          (245,877)
  Annuity contracts in accumulation
- -------------------------------------------------------------------------------------
   Short-Term Bond Portfolio:                             61,378           (14,453)
  Annuity contracts in accumulation
- -------------------------------------------------------------------------------------
   Worldwide Growth Portfolio:                         1,725,690        (1,035,043)
  Annuity contracts in accumulation
- -------------------------------------------------------------------------------------
  Lexington Emerging Markets Fund:                             0           (55,554)
  Annuity contracts in accumulation
- -------------------------------------------------------------------------------------
  Lexington Natural Resources Trust Fund:                 80,144          (231,100)
  Annuity contracts in accumulation
- -------------------------------------------------------------------------------------
  Neuberger and Berman Advisers Management Trust -
   Growth Portfolio:                                   8,437,018        (1,199,983)
  Annuity contracts in accumulation
- -------------------------------------------------------------------------------------
  Scudder Variable Life Investment Fund -
   International Portfolio:                            4,063,525        (2,264,627)
  Annuity contracts in accumulation
- -------------------------------------------------------------------------------------
  TCI Portfolios, Inc. - Growth Fund:                 47,942,547        (4,974,984)
  Annuity contracts in accumulation
- -------------------------------------------------------------------------------------
  Total Variable Annuity Account C                  $712,854,599     ($ 93,446,331)
=====================================================================================


<CAPTION>
- --------------------------------------------------------------------------------------------------------
Year Ended December 31, 1996
                                                        Proceeds          Cost of             Net
                                                          from          Investments        Realized
                                                          Sales             Sold          Gain (Loss)
- --------------------------------------------------------------------------------------------------------
<S>                                                     <C>               <C>               <C>

   Contrafund Portfolio:                                $1,299,964        $1,078,898         $221,066
  Annuity contracts in accumulation
- --------------------------------------------------------------------------------------------------------
   Index 500 Portfolio:                                  1,105,697           943,071          162,626
  Annuity contracts in accumulation
- --------------------------------------------------------------------------------------------------------
  Franklin Government Securities Trust:                  5,788,894         5,646,267          142,627
  Annuity contracts in accumulation
- --------------------------------------------------------------------------------------------------------
  Janus Aspen Series:
   Aggressive Growth Portfolio:                          4,803,682         3,702,615        1,101,067
  Annuity contracts in accumulation
- --------------------------------------------------------------------------------------------------------
   Balanced Portfolio:                                   1,671,701         1,511,274          160,427
  Annuity contracts in accumulation
- --------------------------------------------------------------------------------------------------------
   Flexible Income Portfolio:                            1,541,843         1,429,353          112,490
  Annuity contracts in accumulation
- --------------------------------------------------------------------------------------------------------
   Growth Portfolio:                                     1,130,979           963,703          167,276
  Annuity contracts in accumulation
- --------------------------------------------------------------------------------------------------------
   Short-Term Bond Portfolio:                              726,351           729,002           (2,651)
  Annuity contracts in accumulation
- --------------------------------------------------------------------------------------------------------
   Worldwide Growth Portfolio:                           1,942,344         1,492,553          449,791
  Annuity contracts in accumulation
- --------------------------------------------------------------------------------------------------------
  Lexington Emerging Markets Fund:                         905,228           870,164           35,064
  Annuity contracts in accumulation
- --------------------------------------------------------------------------------------------------------
  Lexington Natural Resources Trust Fund:                7,649,108         6,026,027        1,623,081
  Annuity contracts in accumulation
- --------------------------------------------------------------------------------------------------------
  Neuberger and Berman Advisers Management Trust -
   Growth Portfolio:                                    15,336,623        13,853,081        1,483,542
  Annuity contracts in accumulation
- --------------------------------------------------------------------------------------------------------
  Scudder Variable Life Investment Fund -
   International Portfolio:                             26,981,873        22,523,390        4,458,483
  Annuity contracts in accumulation
- --------------------------------------------------------------------------------------------------------
  TCI Portfolios, Inc. - Growth Fund:                  131,517,962       112,052,109       19,465,853
  Annuity contracts in accumulation
- --------------------------------------------------------------------------------------------------------
  Total Variable Annuity Account C                  $2,060,808,031    $1,547,239,509     $513,568,522
========================================================================================================
</TABLE>


                                      S-15
<PAGE>

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
            Net Unrealized                                         Net
             Gain (Loss)                      Net          Increase (Decrease)                  Net Assets
             -----------                   Change in          In Net Assets                     ----------
     Beginning              End            Unrealized           from Unit            Beginning              End
      of Year             of Year         Gain (Loss)         Transactions            of Year             of Year
- ----------------------------------------------------------------------------------------------------------------------
<S>                  <C>                <C>               <C>                    <C>                 <C>
        $285,166        $15,161,493        $14,876,327         $73,985,256
                                                                                     $30,357,117        $118,886,521
- ----------------------------------------------------------------------------------------------------------------------
         223,865          2,304,865          2,081,000          15,496,325
                                                                                       3,411,144          21,230,903
- ----------------------------------------------------------------------------------------------------------------------
         831,241            405,959           (425,282)            664,776
                                                                                      22,042,115          23,356,943
- ----------------------------------------------------------------------------------------------------------------------
      13,091,398         17,668,916          4,577,518          79,952,029
                                                                                      87,395,716         172,876,567
- ----------------------------------------------------------------------------------------------------------------------
          60,530            751,567            691,037          12,773,551
                                                                                       1,505,170          15,281,267
- ----------------------------------------------------------------------------------------------------------------------
         167,581            140,666            (26,915)          4,046,573
                                                                                       3,858,123           8,417,464
- ----------------------------------------------------------------------------------------------------------------------
         145,978          2,192,571          2,046,593          33,135,966
                                                                                       5,066,487          40,800,809
- ----------------------------------------------------------------------------------------------------------------------
            (354)            (6,468)            (6,114)          1,108,236
                                                                                         544,210           1,690,606
- ----------------------------------------------------------------------------------------------------------------------
         786,497         16,710,390         15,923,893         139,287,080
                                                                                      16,046,863         172,398,274
- ----------------------------------------------------------------------------------------------------------------------
         (46,118)           102,991            149,109           1,627,816
                                                                                       3,089,046           4,845,481
- ----------------------------------------------------------------------------------------------------------------------
       1,277,740          3,997,171          2,719,431           5,442,307
                                                                                      14,210,484          23,844,347
- ----------------------------------------------------------------------------------------------------------------------
      11,656,721          9,459,521         (2,197,200)           (937,272)
                                                                                      89,495,579          95,081,684
- ----------------------------------------------------------------------------------------------------------------------
      12,783,439         29,299,509         16,516,070           4,017,712
                                                                                     164,724,583         191,515,746
- ----------------------------------------------------------------------------------------------------------------------
      91,671,503          8,139,519        (83,531,984)        (57,916,538)
                                                                                     425,259,499         346,244,393
- ----------------------------------------------------------------------------------------------------------------------
 $   594,083,184       $612,391,085      $  18,307,901       $ 781,800,013        $6,632,117,659      $8,565,202,363
======================================================================================================================
</TABLE>


                                      S-16
<PAGE>

                          Independent Auditors' Report

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


We have audited the accompanying statement of assets and liabilities of Aetna
Life Insurance and Annuity Company Variable Annuity Account C (the "Account")
as of December 31, 1997, and the related statements of operations and changes
in net assets for each of the years in the two-year period then ended and
condensed financial information for the year ended December 31, 1997. These
financial statements and condensed financial information are the responsibility
of the Account's management. Our responsibility is to express an opinion on
these financial statements and condensed financial information based on our
audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and condensed
financial information are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements and condensed financial information. Our procedures
included confirmation of securities owned as of December 31, 1997, by
correspondence with the custodian. An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and condensed financial information
referred to above present fairly, in all material respects, the financial
position of Aetna Life Insurance and Annuity Company Variable Annuity Account C
as of December 31, 1997, the results of its operations and changes in its net
assets for each of the years in the two-year period then ended and condensed
financial information for the year ended December 31, 1997 in conformity with
generally accepted accounting principles.


                                              /s/ KPMG Peat Marwick LLP
                                              KPMG Peat Marwick LLP


Hartford, Connecticut
February 27, 1998


                                      S-17

<PAGE>


            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARY

                   Index to Consolidated Financial Statements
                   ------------------------------------------

                                                                      Page

Independent Auditors' Report                                            F-2

Consolidated Financial Statements:

       Consolidated Statements of Income for the Years Ended
         December 31, 1997, 1996 and 1995                               F-3

       Consolidated Balance Sheets as of December 31, 1997
         and 1996                                                       F-4

       Consolidated Statements of Changes in Shareholder's Equity
         for the Years Ended December 31, 1997, 1996 and 1995           F-5

       Consolidated Statements of Cash Flows for the Years
         Ended December 31, 1997, 1996 and 1995                         F-6

       Notes to Consolidated Financial Statements                       F-7


                                       F-1
<PAGE>


                          Independent Auditors' Report


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

We have audited the accompanying consolidated balance sheets of Aetna Life
Insurance and Annuity Company and Subsidiary as of December 31, 1997 and 1996,
and the related consolidated statements of income, changes in shareholder's
equity and cash flows for each of the years in the three-year period ended
December 31, 1997. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Aetna Life Insurance
and Annuity Company and Subsidiary at December 31, 1997 and 1996, and the
results of their operations and their cash flows for each of the years in the
three-year period ended December 31, 1997, in conformity with generally accepted
accounting principles.



                                                      /s/ KPMG Peat Marwick LLP



Hartford, Connecticut
February 3, 1998


                                       F-2


<PAGE>



            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARY
         (A wholly owned subsidiary of Aetna Retirement Holdings, Inc.)

                        Consolidated Statements of Income
                                   (millions)

                                                Years Ended December 31,
                                            --------------------------------
                                              1997         1996       1995
                                            -------       -------    -------
Revenue:
  Premiums                                   $267.1        $133.6     $212.7
  Charges assessed against policyholders      475.0         396.5      318.9
  Net investment income                     1,080.5       1,045.6    1,004.3
  Net realized capital gains                   36.0          19.7       41.3
  Other income                                 39.7          45.4       42.0
                                            -------       -------    -------
        Total revenue                       1,898.3       1,640.8    1,619.2
                                            -------       -------    -------

Benefits and expenses:
  Current and future benefits               1,127.8         968.6      997.2
  Operating expenses                          347.4         342.2      310.8
  Amortization of deferred policy
     acquisition costs                        128.4          69.8       48.0
  Severance and facilities charges               --          61.3         --
                                            -------       -------    -------
       Total benefits and expenses          1,603.6       1,441.9    1,356.0
                                            -------       -------    -------

Income before income taxes                    294.7         198.9      263.2

   Income taxes                                89.4          57.8       87.3
                                            -------       -------    -------

Net income                                   $205.3        $141.1     $175.9
                                            =======       =======    =======

See Notes to Consolidated Financial Statements.


                                       F-3
<PAGE>

            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARY
         (A wholly owned subsidiary of Aetna Retirement Holdings, Inc.)

                           Consolidated Balance Sheets
                          (millions, except share data)

<TABLE>
<CAPTION>
                                                                               December 31,  December 31,
Assets                                                                           1997           1996
- ------                                                                           ----           ----
<S>                                                                            <C>           <C>
Investments:
  Debt securities available for sale, at fair value
    (amortized cost:  $12,912.2 and $12,539.1)                                 $13,463.8     $12,905.5
  Equity securities, available for sale:
    Nonredeemable preferred stock (cost:  $131.7 and $107.6)                       147.6         119.0
    Investment in affiliated mutual funds (cost:  $78.1 and $77.3)                  83.0          81.1
    Common stock (cost:  $0.2 and $0.0)                                               .6            .3
  Short-term investments                                                            95.6          34.8
  Mortgage loans                                                                    12.8          13.0
  Policy loans                                                                     469.6         399.3
                                                                               ---------      --------
       Total investments                                                        14,273.0      13,553.0

Cash and cash equivalents                                                          565.4         459.1
Accrued investment income                                                          163.0         159.0
Premiums due and other receivables                                                  63.7          26.6
Deferred policy acquisition costs                                                1,654.6       1,515.3
Reinsurance loan to affiliate                                                      397.2         628.3
Other assets                                                                        46.8          33.7
Separate accounts assets                                                        22,982.7      15,318.3
                                                                               ---------      --------

       Total assets                                                            $40,146.4     $31,693.3
                                                                               =========      ========

Liabilities and Shareholder's Equity

Liabilities:
  Future policy benefits                                                        $3,763.7      $3,617.0
  Unpaid claims and claim expenses                                                  38.0          28.9
  Policyholders' funds left with the Company                                    11,143.5      10,663.7
                                                                               ---------      --------
       Total insurance reserve liabilities                                      14,945.2      14,309.6
  Other liabilities                                                                312.8         354.7
  Income taxes:
    Current                                                                         12.4          20.7
    Deferred                                                                        72.0          80.5
  Separate accounts liabilities                                                 22,970.0      15,318.3
                                                                               ---------      --------
       Total liabilities                                                        38,312.4      30,083.8
                                                                               ---------      --------

Shareholder's equity:
  Common stock, par value $50 (100,000 shares
   authorized; 55,000 shares issued and outstanding)                                 2.8           2.8
  Paid-in capital                                                                  418.0         418.0
  Accumulated other comprehensive income                                            92.9          60.5
  Retained earnings                                                              1,320.3       1,128.2
                                                                               ---------      --------
       Total shareholder's equity                                                1,834.0       1,609.5
                                                                               ---------      --------

         Total liabilities and shareholder's equity                            $40,146.4     $31,693.3
                                                                               =========      ========
</TABLE>

See Notes to Consolidated Financial Statements.


                                       F-4
<PAGE>

             AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARY
         (A wholly owned subsidiary of Aetna Retirement Holdings, Inc.)

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

<TABLE>
<CAPTION>
                                                              Years  Ended December 31,
                                                           ---------------------------------
                                                             1997        1996          1995
                                                           --------     --------    --------
<S>                                                        <C>          <C>         <C>
Shareholder's equity, beginning of year                    $1,609.5     $1,583.0    $1,088.5

Comprehensive income
   Net income                                                 205.3        141.1       175.9
   Other comprehensive income, net of tax
      Unrealized gains (losses) on securities ($50.1
      million,  $(110.8) million and $494.6 million,           32.4        (72.0)      321.5
      pretax, respectively)
                                                           --------     --------    --------
Total comprehensive income                                    237.7         69.1       497.4
                                                           --------     --------    --------

Capital contributions                                            --         10.4         0.0

Other changes                                                   4.1        (49.5)        0.0

Common stock dividends                                        (17.3)        (3.5)       (2.9)
                                                           --------     --------    --------

Shareholder's equity, end of year                          $1,834.0     $1,609.5    $1,583.0
                                                           ========     ========    ========
</TABLE>
See Notes to Consolidated Financial Statements.



                                       F-5
<PAGE>

            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARY
         (A wholly owned subsidiary of Aetna Retirement Holdings, Inc.)

                      Consolidated Statements of Cash Flows
                                   (millions)

<TABLE>
<CAPTION>
                                                                                 Years Ended December 31,
                                                                             ------------------------------
                                                                              1997        1996        1995
                                                                             ------      ------      ------
<S>                                                                          <C>         <C>         <C>
Cash Flows from Operating Activities:
         Net income                                                          $205.3      $141.1      $175.9
         Adjustments to reconcile net income to net cash provided by
         (used for) operating activities:
         (Increase) decrease  in accrued investment income                     (4.0)       16.5       (33.3)
         (Increase) decrease in premiums due and other receivables            (33.3)        1.6        25.4
         Increase in policy loans                                             (70.3)      (60.7)      (89.9)
         Increase in deferred policy acquisition costs                       (139.3)     (174.0)     (177.0)
         Decrease in reinsurance loan to affiliate                            231.1        27.2        34.8
         Net increase in universal life account balances                      286.4       243.2       393.4
         (Decrease) increase in other insurance reserve liabilities          (249.6)     (211.5)       79.0
         Net (decrease) increase in other liabilities and other assets        (41.7)        3.1        13.0
         Decrease in income taxes                                             (31.4)      (26.7)       (4.5)
         Net accretion of discount on investments                             (66.4)      (68.0)      (66.4)
         Net realized capital gains                                           (36.0)      (19.7)      (41.3)
         Other, net                                                              --         1.1          --
                                                                           --------    --------    --------
               Net cash provided by (used for) operating activities            50.8      (126.8)      309.1
                                                                           --------    --------    --------

Cash Flows from Investing Activities:
         Proceeds from sales of:
            Debt securities available for sale                              5,311.3     5,182.2     4,207.2
            Equity securities                                                 103.1       190.5       180.8
            Mortgage loans                                                      0.2         8.7        10.7
            Limited partnership                                                  --          --        26.6
         Investment maturities and collections of:
            Debt securities available for sale                              1,212.7       885.2       583.9
            Short-term investments                                             89.3        35.0       106.1
         Cost of investment purchases in:
            Debt securities available for sale                             (6,732.8)   (6,534.3)   (6,034.0)
            Equity securities                                                (113.3)     (118.1)     (170.9)
            Short-term investments                                           (149.9)      (54.7)      (24.7)
            Mortgage loans                                                       --          --       (21.3)
         Other, net                                                              --       (17.6)         --
                                                                           --------    --------    --------
               Net cash used for investing activities                        (279.4)     (423.1)   (1,135.6)
                                                                           --------    --------    --------

Cash Flows from Financing Activities:
         Deposits and interest credited for investment contracts            1,621.2     1,579.5     1,884.5
         Withdrawals of investment contracts                               (1,256.3)   (1,146.2)   (1,109.6)
         Capital contribution to Separate Account                             (25.0)         --          --
         Return of capital from Separate Account                               12.3          --          --
         Capital contribution from HOLDCO                                        --        10.4          --
         Dividends paid to shareholder                                        (17.3)       (3.5)       (2.9)
                                                                           --------    --------    --------
               Net cash provided by financing activities                      334.9       440.2       772.0
                                                                           --------    --------    --------

Net increase (decrease) in cash and cash equivalents                          106.3      (109.7)      (54.5)
Cash and cash equivalents, beginning of year                                  459.1       568.8       623.3
                                                                           --------    --------    --------

Cash and cash equivalents, end of year                                       $565.4      $459.1      $568.8
                                                                           ========    ========    ========

Supplemental cash flow information:
    Income taxes paid, net                                                   $119.6       $85.5       $92.8
                                                                           ========    ========    ========
</TABLE>

See Notes to Consolidated Financial Statements.



                                       F-6
<PAGE>

             AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARY
                       (A wholly owned subsidiary of Aetna
                           Retirement Holdings, Inc.)

                   Notes to Consolidated Financial Statements

1.   Summary of Significant Accounting Policies

     Aetna Life Insurance and Annuity Company and its wholly owned subsidiary
     (collectively, the "Company") are providers of financial services and life
     insurance products in the United States. The Company has two business
     segments: financial services and individual life insurance.

     Financial services products include annuity contracts that offer a variety
     of funding and payout options for individual and employer-sponsored
     retirement plans qualified under Internal Revenue Code Sections 401, 403,
     408 and 457, and non-qualified annuity contracts. These contracts may be
     deferred or immediate ("payout annuities"). Financial services also include
     investment advisory services and pension plan administrative services.

     Individual life insurance products include universal life, variable
     universal life, traditional whole life and term insurance.

     Basis of Presentation
     ---------------------

     The consolidated financial statements include Aetna Life Insurance and
     Annuity Company and its wholly owned subsidiary, Aetna Insurance Company of
     America. Aetna Life Insurance and Annuity Company is a wholly owned
     subsidiary of Aetna Retirement Holdings, Inc. ("HOLDCO"). HOLDCO is a
     wholly owned subsidiary of Aetna Retirement Services, Inc., whose ultimate
     parent is Aetna Inc. ("Aetna").

     The consolidated financial statements have been prepared in accordance with
     generally accepted accounting principles. Certain reclassifications have
     been made to 1996 and 1995 financial information to conform to the 1997
     presentation.

     New Accounting Standard
     -----------------------

     As of December 31, 1997 the Company adopted Financial Accounting Standard
     ("FAS") No. 130, Reporting Comprehensive Income. This statement establishes
     standards for the reporting and presentation of comprehensive income and
     its components in a full set of financial statements. Comprehensive income
     encompasses all changes in shareholder's equity (except those arising from
     transactions with shareholders) and includes net income and net unrealized
     capital gains or losses on available-for-sale securities. As this new
     standard only requires additional information in a financial statement, it
     does not affect the Company's financial position or results of operations.

     Future Application of Accounting Standards
     ------------------------------------------

     Accounting for Transfers and Servicing of Financial Assets and
     Extinguishments of Liabilities

     FAS No. 125, Accounting for Transfers and Servicing of Financial Assets and
     Extinguishments of Liabilities, was issued in June 1996 and provides
     accounting and reporting standards for transfers of financial assets and
     extinguishments of liabilities.




                                       F-7
<PAGE>

             AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARY
                       (A wholly owned subsidiary of Aetna
                           Retirement Holdings, Inc.)

             Notes to Consolidated Financial Statements (Continued)

1.   Summary of Significant Accounting Policies (Continued)

     Future Application of Accounting Standards (Continued)

     FAS No. 125 is effective for 1997 financial statements; however, certain
     provisions relating to accounting for repurchase agreements and securities
     lending are not effective until January 1, 1998. Provisions effective in
     1997 did not have a material effect on the Company's financial position or
     results of operations. The Company does not expect adoption of this
     statement for provisions effective in 1998 to have a material effect on its
     financial position or results of operations.

     Accounting by Insurance and Other Enterprises for Insurance-Related
     Assessments

     In December 1997, the American Institute of Certified Public Accountants
     issued Statement of Position 97-3, Accounting by Insurance and Other
     Enterprises for Insurance-Related Assessments, which provides guidance for
     determining when an insurance or other enterprise should recognize a
     liability for guaranty-fund and other insurance related assessments and
     guidance for measuring the liability. This statement is effective for 1999
     financial statements with early adoption permitted. The Company does not
     expect adoption of this statement to have a material effect on its
     financial position or results of operations.

     Use of Estimates

     The preparation of financial statements in conformity with generally
     accepted accounting principles requires management to make estimates and
     assumptions that affect the amounts reported in the financial statements
     and accompanying notes. Actual results could differ from reported results
     using those estimates.

     Cash and Cash Equivalents

     Cash and cash equivalents include cash on hand, money market instruments
     and other debt issues with a maturity of 90 days or less when purchased.

     Investments

     Debt and equity securities are classified as available for sale and carried
     at fair value. These securities are written down (as realized capital
     losses) for other than temporary declines in value. Unrealized capital
     gains and losses related to available for sale investments, other than
     amounts allocable to experience rated contractholders, are reflected in
     shareholder's equity, net of related taxes.

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




                                       F-8
<PAGE>

             AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARY
                       (A wholly owned subsidiary of Aetna
                           Retirement Holdings, Inc.)

             Notes to Consolidated Financial Statements (Continued)

1.   Summary of Significant Accounting Policies (Continued)

     Investments (Continued)

     The company engages in securities lending whereby certain securities from
     its portfolio are loaned to other institutions for short periods of time.
     Initial collateral, primarily cash, is required at a rate of 102% of the
     market value of a loaned domestic security and 105% of the market value of
     a loaned foreign security. The collateral is deposited by the borrower with
     a lending agent, and retained and invested by the lending agent according
     to the Company's guidelines to generate additional income. The market value
     of the loaned securities is monitored on a daily basis with additional
     collateral obtained or refunded as the market value of the loaned
     securities fluctuates. At December 31, 1997 and 1996, the Company loaned
     securities (which are reflected as invested assets) with a market value of
     approximately $385.1 million and $444.7 million, respectively.

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

     The investment in affiliated mutual funds represents an investment in Aetna
     managed mutual funds which have been seeded by the Company, and is carried
     at fair value.

     Mortgage loans and policy loans are carried at unpaid principal balances,
     net of impairment reserves. Sales of mortgage loans are recorded on the
     closing date.

     Short-term investments, consisting primarily of money market instruments
     and other debt issues purchased with a maturity of 91 days to one year, are
     considered available for sale and are carried at fair value, which
     approximates amortized cost.

     The Company utilizes futures contracts, swap agreements and warrants for
     other than trading purposes in order to manage investment returns and price
     risk and to align maturities, interest rates, and funds availability with
     its obligations. (Refer to Note 3.)

     Futures contracts are carried at fair value and require daily cash
     settlement. Changes in the fair value of futures contracts that qualify as
     hedges are deferred and recognized as an adjustment to the hedged asset or
     liability. Deferred gains or losses on such futures contracts are amortized
     over the life of the acquired asset or liability as a yield adjustment or
     through net realized capital gains or losses upon disposal of an asset.
     Changes in the fair value of futures contracts that do not qualify as
     hedges are recorded in net realized capital gains or losses. Hedge
     designation requires specific asset or liability identification, a
     probability at inception of high correlation with the position underlying
     the hedge, and that high correlation be maintained throughout the hedge
     period. If a hedging instrument ceases to be highly correlated with the
     position underlying the hedge, hedge accounting ceases at that date and
     excess gains and losses on the hedging instrument are reflected in net
     realized capital gains or losses.

     Interest rate swap agreements which are designated as interest rate risk
     management instruments at inception are accounted for using the accrual
     method. Accordingly, the difference between amounts




                                       F-9
<PAGE>

             AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARY
                       (A wholly owned subsidiary of Aetna
                           Retirement Holdings, Inc.)

             Notes to Consolidated Financial Statements (Continued)

1.   Summary of Significant Accounting Policies (Continued)

     Investments (Continued)

     paid and received on such agreements is reported in net investment income.
     There is no recognition in the Consolidated Balance Sheets for changes in
     the fair value of the agreement.

     Warrants represent the right to purchase specific securities and are
     accounted for as hedges. Upon exercise, the cost of the warrants are added
     to the basis of the securities purchased.

     Deferred Policy Acquisition Costs

     Certain costs of acquiring insurance business are deferred. These costs,
     all of which vary with and are primarily related to the production of new
     and renewal business, consist principally of commissions, certain expenses
     of underwriting and issuing contracts, and certain agency expenses. For
     fixed ordinary life contracts, such costs are amortized over expected
     premium-paying periods (up to 20 years). For universal life and certain
     annuity contracts, such costs are amortized in proportion to estimated
     gross profits and adjusted to reflect actual gross profits over the life of
     the contracts (up to 20 years). Deferred policy acquisition costs are
     written off to the extent that it is determined that future policy premiums
     and investment income or gross profits are not adequate to cover related
     losses and expenses.

     Insurance Reserve Liabilities

     Future policy benefits include reserves for universal life, immediate
     annuities with life contingent payouts and traditional life insurance
     contracts. Reserves for universal life contracts are equal to cumulative
     deposits less charges and withdrawals plus credited interest thereon.
     Reserves for immediate annuities with life contingent payouts and
     traditional life insurance contracts are computed on the basis of assumed
     investment yield, mortality, and expenses, including a margin for adverse
     deviations. Such assumptions generally vary by plan, year of issue and
     policy duration. Reserve interest rates range from 2.25% to 12.00% for all
     years presented. Investment yield is based on the Company's experience.
     Mortality and withdrawal rate assumptions are based on relevant Aetna
     experience and are periodically reviewed against both industry standards
     and experience.

     Policyholders' funds left with the Company include reserves for deferred
     annuity investment contracts and immediate annuities without life
     contingent payouts. Reserves on such contracts are equal to cumulative
     deposits less charges and withdrawals plus credited interest thereon (rates
     range from 3.50% to 9.50% for all years presented) net of adjustments for
     investment experience that the Company is entitled to reflect in future
     credited interest. Reserves on contracts subject to experience rating
     reflect the rights of contractholders, plan participants and the Company.

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




                                      F-10
<PAGE>

             AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARY
                       (A wholly owned subsidiary of Aetna
                           Retirement Holdings, Inc.)

             Notes to Consolidated Financial Statements (Continued)

1.    Summary of Significant Accounting Policies (Continued)

     Premiums, Charges Assessed Against Policyholders, Benefits and Expenses

     For universal life and certain annuity contracts, charges assessed against
     policyholders' funds for the cost of insurance, surrender charges,
     actuarial margin and other fees are recorded as revenue in charges assessed
     against policyholders. Other amounts received for these contracts are
     reflected as deposits and are not recorded as revenue. Life insurance
     premiums, other than premiums for universal life and certain annuity
     contracts, are recorded as premium revenue when due. Related policy
     benefits are recorded in relation to the associated premiums or gross
     profit so that profits are recognized over the expected lives of the
     contracts. When annuity payments with life contingencies begin under
     contracts that were initially investment contracts, the accumulated balance
     in the account is treated as a single premium for the purchase of an
     annuity and reflected as an offsetting amount in both premiums and current
     and future benefits in the Consolidated Statements of Income.

     Separate Accounts

     Assets held under variable universal life and variable annuity contracts
     are segregated in Separate Accounts and are invested, as designated by the
     contractholder or participant under a contract, in shares of mutual funds
     which are managed by the Company, or other selected mutual funds not
     managed by the Company.

     Separate Accounts assets and liabilities are carried at fair value except
     for those relating to a guaranteed interest option. Since the Company bears
     the investment risk where the contract is held to maturity, the assets of
     the Separate Account supporting the guaranteed interest option are carried
     at an amortized cost of $658.6 million for 1997 (fair value $668.7 million)
     and $515.6 million for 1996 (fair value $523.0 million). Reserves relating
     to the guaranteed interest option are maintained at fund value and reflect
     interest credited at rates ranging from 4.10% to 8.00% in both 1997 and in
     1996.

     Separate Accounts assets and liabilities are shown as separate captions in
     the Consolidated Balance Sheets. Deposits, investment income and net
     realized and unrealized capital gains and losses of the Separate Accounts
     are not reflected in the Consolidated Statements of Income (with the
     exception of realized capital gains and losses on the sale of assets
     supporting the guaranteed interest option). The Consolidated Statements of
     Cash Flows do not reflect investment activity of the Separate Accounts.

     Income Taxes

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




                                      F-11
<PAGE>

             AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARY
                       (A wholly owned subsidiary of Aetna
                           Retirement Holdings, Inc.)

             Notes to Consolidated Financial Statements (Continued)

2.   Investments

     Debt securities available for sale as of December 31, 1997 were as follows:

<TABLE>
<CAPTION>
                                                                               Gross            Gross
                                                           Amortized        Unrealized        Unrealized           Fair
                                                              Cost              Gains           Losses             Value
                                                           ---------        ----------        ----------          ------
                                                                                   (millions)
<S>                                                          <C>                 <C>               <C>            <C>
       U.S. government and government
          agencies and authorities                           $1,219.7            $74.0             $0.1           $1,293.6

       States, municipalities and political
          subdivisions                                            0.3               --               --                0.3

       U.S. corporate securities:
            Financial                                         2,370.7             84.6              1.3            2,454.0
            Food & fiber                                        195.4              9.3               --              204.7
            Healthcare & consumer products                      728.5             27.0              2.6              752.9
            Media & broadcast                                   252.9             14.7              0.1              267.5
            Natural resources                                   143.5              5.5                -              149.0
            Transportation & capital goods                      528.2             33.2              0.1              561.3
            Utilities                                           521.3             23.5              0.9              543.9
            Other corporate securities                           96.9              3.2                -              100.1
                                                           ----------         --------         --------        -----------
          Total U.S. corporate securities                     4,837.4            201.0              5.0            5,033.4

       Foreign Securities:
            Government                                          612.5             36.7             23.6              625.6
            Utilities                                           177.5             28.7               --              206.2
            Other                                               857.9             27.7             42.8              842.8
                                                           ----------         --------         --------        -----------
          Total foreign securities                            1,647.9             93.1             66.4            1,674.6

       Residential mortgage-backed securities:
            Pass-throughs                                       784.4             71.3              2.0              853.7
            Collateralized mortgage obligations               2,280.5            137.4              2.0            2,415.9
                                                           ----------         --------         --------        -----------
       Total residential mortgage-
          backed securities                                   3,064.9            208.7              4.0            3,269.6

       Commercial/Multifamily mortgage-
          backed securities                                   1,127.8             34.0              0.4            1,161.4

       Other asset-backed securities                          1,014.2             17.1              0.4            1,030.9
                                                           ----------         --------         --------        -----------

       Total Debt Securities                                $12,912.2           $627.9            $76.3          $13,463.8
                                                           ==========         ========         ========        ===========
</TABLE>




                                      F-12
<PAGE>

             AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARY
                       (A wholly owned subsidiary of Aetna
                           Retirement Holdings, Inc.)

             Notes to Consolidated Financial Statements (Continued)

2.   Investments (Continued)

     Debt securities available for sale as of December 31, 1996 were as follows:

<TABLE>
<CAPTION>
                                                                               Gross            Gross
                                                           Amortized        Unrealized        Unrealized            Fair
                                                              Cost              Gains           Losses             Value
                                                           ---------        ----------        ----------           ------
                                                                                    (millions)
<S>                                                          <C>                 <C>               <C>            <C>
       U.S. government and government
          agencies and authorities                           $1,072.4            $20.5             $4.5           $1,088.4

       States, municipalities and political
          subdivisions                                            6.0              1.2               --                7.2

       U.S. corporate securities:
            Financial                                         2,143.4             43.1              9.7            2,176.8
            Food & fiber                                        198.2              4.6              1.3              201.5
            Healthcare & consumer products                      735.9             20.2              6.3              749.8
            Media & broadcast                                   274.9              7.0              2.8              279.1
            Natural resources                                   187.7              4.5              0.4              191.8
            Transportation & capital goods                      521.9             22.0              1.8              542.1
            Utilities                                           448.8             14.8              2.8              460.8
            Other corporate securities                          141.5               3.0              --              144.5
                                                            ---------         ---------        --------          ---------
          Total U.S. corporate securities                     4,652.3            119.2             25.1            4,746.4

       Foreign Securities:
            Government                                          758.6             36.0              5.7              788.9
            Utilities                                           187.8             16.1               --              203.9
            Other                                               945.5             30.9              6.3              970.1
                                                            ---------         --------         ---------         ---------
          Total foreign securities                            1,891.9             83.0             12.0            1,962.9

       Residential mortgage-backed securities:
            Pass-throughs                                       792.2             78.3              3.1              867.4
            Collateralized mortgage obligations               2,227.8             94.9             13.7            2,309.0
                                                            ---------         ---------        --------          ---------
       Total residential mortgage-
          backed securities                                   3,020.0            173.2             16.8            3,176.4

       Commercial/Multifamily mortgage-
          backed securities                                   1,008.7             24.8              5.6            1,027.9

       Other asset-backed securities                            887.8             10.7               2.2             896.3
                                                            ---------         --------         ---------          --------

       Total Debt Securities                                $12,539.1           $432.6            $66.2          $12,905.5
                                                            =========         ========         =========          ========
</TABLE>




                                      F-13
<PAGE>

             AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARY
                       (A wholly owned subsidiary of Aetna
                           Retirement Holdings, Inc.)

             Notes to Consolidated Financial Statements (Continued)

2.   Investments (Continued)

     At December 31, 1997 and 1996, net unrealized appreciation of $551.6
     million and $366.4 million, respectively, on available-for-sale debt
     securities included $429.3 million and $288.5 million, respectively,
     related to experience rated contracts, which were not reflected in
     shareholder's equity but in future policy benefits and policyholders' funds
     left with the Company.

     The carrying and fair value of debt securities for the year ended December
     31, 1997 are shown below by contractual maturity. Actual maturities may
     differ from contractual maturities because securities may be restructured,
     called, or prepaid.

                                             Amortized               Fair
                                               Cost                 Value
                                             ---------              ------
                                                       (millions)
      Due to mature:
        One year or less                        $367.3                $367.6
        After one year through five years      2,165.1               2,195.4
        After five years through ten years     2,367.3               2,407.0
        After ten years                        2,805.6               3,031.9
        Mortgage-backed securities             4,192.7               4,431.0
        Other asset-backed securities          1,014.2               1,030.9
                                             ---------             ---------

               Total                         $12,912.2             $13,463.8
                                             =========             =========

     At December 31, 1997 and 1996, debt securities carried at $8.2 million and
     $7.6 million, respectively, were on deposit as required by regulatory
     authorities.

     The Company did not have any investments in a single issuer, other than
     obligations of the U.S. government, with a carrying value in excess of 10%
     of the Company's shareholder's equity at December 31, 1997.




                                      F-14
<PAGE>

             AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARY
                       (A wholly owned subsidiary of Aetna
                           Retirement Holdings, Inc.)

             Notes to Consolidated Financial Statements (Continued)

2.   Investments (Continued)

     Included in the Company's debt securities were residential collateralized
     mortgage obligations ("CMOs") supporting the following:

<TABLE>
<CAPTION>
                                                              1997                        1996
                                                     ---------------------       ------------------------
                                                       Fair      Amortized         Fair         Amortized
                                                      Value         Cost           Value           Cost
                                                     --------     --------       --------        --------
                                                                          (millions)
           <S>                                       <C>          <C>            <C>             <C>
           Total residential CMOs(1)                 $2,415.9     $2,280.5       $2,309.0        $2,227.8
                                                     ========     ========       ========        ========

           Percentage of total:
               Supporting experience rated products      81.6%                       84.2%
               Supporting remaining products             18.4%                       15.8%
                                                        -----                       -----
                                                        100.0%                      100.0%
                                                        =====                       =====
</TABLE>

          (1)  At December 31, 1997 and 1996, approximately 73% and 71%,
               respectively, of the Company's residential CMO holdings were
               backed by government agencies such as GNMA, FNMA, FHLMC.

     There are various categories of CMOs which are subject to different degrees
     of risk from changes in interest rates and, for nonagency-backed CMOs,
     defaults. The principal risks inherent in holding CMOs are prepayment and
     extension risks related to dramatic decreases and increases in interest
     rates resulting in the repayment of principal from the underlying mortgages
     either earlier or later than originally anticipated. At December 31, 1997
     and 1996, approximately 4% and 3%, respectively, of the Company's CMO
     holdings were invested in types of CMOs which are subject to more
     prepayment and extension risk than traditional CMOs (such as interest- or
     principal-only strips).




                                      F-15
<PAGE>

             AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARY
                       (A wholly owned subsidiary of Aetna
                           Retirement Holdings, Inc.)


             Notes to Consolidated Financial Statements (Continued)

2.   Investments (Continued)

     Investments in equity securities available for sale were as follows:

                                             Gross        Gross
                              Amortized    Unrealized   Unrealized    Fair
                                 Cost        Gains        Losses      Value
                              ---------    ----------   ----------    -----
                                                 (millions)
           1997
           Equity Securities    $210.0        $21.3        $0.1      $231.2
                                ======        =====        ====      ======

           1996
           Equity Securities    $184.9        $16.3        $0.8      $200.4
                                ======        =====        ====      ======

3.   Financial Instruments

     Estimated Fair Value
     --------------------
     The carrying values and estimated fair values of certain of the Company's
     financial instruments at December 31, 1997 and 1996 were as follows:

                                            1997                    1996
                                     --------------------     -----------------
                                      Carrying      Fair      Carrying     Fair
                                        Value      Value       Value      Value
                                     ---------     ------     --------    -----
                                                      (millions)
        Assets:
            Mortgage loans           $    12.8   $   12.4   $   13.0  $   13.2
        Liabilities:
            Investment contract
             liabilities:
              With a fixed maturity  $ 1,030.3   $1,005.4   $1,014.1  $1,028.8
              Without a fixed
               maturity               10,113.2    9,587.5    9,649.6   9,427.6

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




                                      F-16
<PAGE>

             AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARY
                       (A wholly owned subsidiary of Aetna
                           Retirement Holdings, Inc.)


             Notes to Consolidated Financial Statements (Continued)

3.   Financial Instruments (Continued)

     Estimated Fair Value  (Continued)

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

     Mortgage loans: Fair values are estimated by discounting expected mortgage
     loan cash flows at market rates which reflect the rates at which similar
     loans would be made to similar borrowers. The rates reflect management's
     assessment of the credit quality and the remaining duration of the loans.

     Investment contract liabilities (included in policyholders' funds left with
     the Company):

     With a fixed maturity: Fair value is estimated by discounting cash flows at
     interest rates currently being offered by, or available to, the Company for
     similar contracts.

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

     Off-Balance-Sheet and Other Financial Instruments (including Derivative
     Instruments)

     The Company uses off-balance-sheet and other financial instruments
     primarily to manage portfolio risks, including interest rate,
     prepayment/call, credit, price, and liquidity risks. In 1997 and 1996,
     Treasury futures contracts were used to manage interest rate risk in the
     Company's bond portfolio; and, in 1996, stock index futures contracts were
     used to manage price risk in the Company's equity portfolio. In 1996 and
     1995, interest rate swaps and forward commitments to enter into interest
     rate swaps, respectively, were also used to manage interest rate risk in
     the Company's bond portfolio.

     Futures Contracts:

     Futures contracts represent commitments to either purchase or sell
     securities at a specified future date and at a specified price or yield.
     Futures contracts trade on organized exchanges and, therefore, have minimal
     credit risk. Cash settlements are made daily based on changes in the prices
     of the underlying assets. There were no futures contracts open as of
     December 31, 1997 and 1996.

     Interest Rate Swaps:

     Under interest rate swaps, the Company agrees with other parties to
     exchange interest amounts calculated by reference to an agreed notional
     principal amount. Generally, no cash is exchanged at the outset of the
     contract and no principal payments are made. A single net payment is
     usually made by one counterparty at each due date or upon termination of
     the contract. The Company would be




                                      F-17
<PAGE>

             AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARY
                       (A wholly owned subsidiary of Aetna
                           Retirement Holdings, Inc.)


             Notes to Consolidated Financial Statements (Continued)

3.   Financial Instruments (Continued)

     Off-Balance-Sheet and Other Financial Instruments (Including Derivative
     Instruments) (Continued)

     exposed to credit-related losses in the event of nonperformance by
     counterparties to financial instruments, however, the Company controls its
     exposure to credit risk through credit approvals, credit limits and regular
     monitoring procedures. The credit exposure of interest rate swaps is
     represented by the fair value (market value) of contracts with a positive
     fair value (market value) at the reporting date. There were no interest
     rate swap agreements open as of December 31, 1997 and 1996.

     During 1995, the Company received $0.4 million for writing call options on
     underlying securities. The Company did not write any call options in 1997
     and 1996.

     Warrants:

     Warrants are instruments giving the Company the right, but not the
     obligation to buy a security at a given price during a specified period. As
     of December 31, 1997 and 1996, the Company had open warrants to purchase
     equity securities with a fair value of $0.6 million and $0.3 million,
     respectively.

     Debt Instruments with Derivative Characteristics:

     The Company also had investments in certain debt instruments with
     derivative characteristics, including those whose market value is at least
     partially determined by, among other things, levels of or changes in
     domestic and/or foreign interest rates (short or long term), exchange
     rates, prepayment rates, equity markets or credit ratings/spreads. The
     amortized cost and fair value of these securities, included in the debt
     securities portfolio, as of December 31, 1997 was as follows:

                                                          Amortized       Fair
                                                             Cost         Value
                                                          ---------       ----
                                                               (millions)

           Residential collateralized mortgage
                obligations                               $2,280.5      $2,415.9
                Principal-only strips (included above)        59.0          67.0
                Interest-only strips (included above)         12.8          24.3
           Other structured securities with derivative
                characteristics (1)                          107.4         105.2

          (1)  Represents non-leveraged instruments whose fair values and credit
               risk are based on underlying securities, including fixed income
               securities and interest rate swap agreements.





                                      F-18
<PAGE>

             AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARY
                       (A wholly owned subsidiary of Aetna
                           Retirement Holdings, Inc.)


             Notes to Consolidated Financial Statements (Continued)

4.   Net Investment Income

     Sources of net investment income were as follows:

                                             1997        1996        1995
                                             ----        ----        ----
                                                      (millions)
            Debt securities                  $962.8      $945.3       $891.5
            Nonredeemable preferred stock      13.7         5.9          4.2
            Investment in affiliated
               mutual funds                     4.9        14.3         14.9
            Mortgage loans                      1.3         2.2          1.4
            Policy loans                       19.9        18.4         13.7
            Reinsurance loan to affiliate      37.5        44.1         46.5
            Cash equivalents                   44.2        29.4         38.9
            Other                              10.0         2.1          8.4
                                           --------    --------     --------
            Gross investment income         1,094.3     1,061.7      1,019.5
            Less investment expenses          (13.8)      (16.1)       (15.2)
                                           --------    --------     --------
            Net investment income          $1,080.5    $1,045.6     $1,004.3
                                           ========    ========     ========

     Net investment income includes amounts allocable to experience rated
     contractholders of $823.1 million, $787.6 million and $744.2 million for
     the years ended December 31, 1997, 1996 and 1995, respectively. Interest
     credited to contractholders is included in current and future benefits.

5.   Dividend Restrictions and Shareholder's Equity

     The Company paid $17.3 million and $3.5 million in cash dividends to HOLDCO
     in 1997 and 1996, respectively.

     The amount of dividends that may be paid to the shareholder in 1998 without
     prior approval by the Insurance Commissioner of the State of Connecticut is
     $77.6 million.

     The Insurance Department of the State of Connecticut (the "Department")
     recognizes as net income and shareholder's capital and surplus those
     amounts determined in conformity with statutory accounting practices
     prescribed or permitted by the Department, which differ in certain respects
     from generally accepted accounting principles. Statutory net income was
     $80.5 million, $57.8 million and $70.0 million for the years ended December
     31, 1997, 1996 and 1995, respectively. Statutory capital and surplus was
     $778.7 million and $713.6 million as of December 31, 1997 and 1996,
     respectively.

     As of December 31, 1997 the Company does not utilize any statutory
     accounting practices which are not prescribed by state regulatory
     authorities that, individually or in the aggregate, materially affect
     statutory capital and surplus.




                                      F-19
<PAGE>

             AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARY
                       (A wholly owned subsidiary of Aetna
                           Retirement Holdings, Inc.)


             Notes to Consolidated Financial Statements (Continued)

6.   Capital Gains and Losses on Investment Operations

     Realized capital gains or losses are the difference between the carrying
     value and sale proceeds of specific investments sold.

     Net realized capital gains on investments were as follows:

                                                1997      1996        1995
                                                ----      ----        ----
                                                       (millions)

           Debt securities                      $22.5     $11.1      $32.8
           Equity securities                      9.9       8.6        8.3
           Other                                  3.6        --        0.2
                                               ------  --------     ------
           Pretax realized capital gains        $36.0     $19.7      $41.3
                                               ======  ========     ======
           After tax realized capital gains     $23.2     $13.0      $25.8
                                               ======  ========     ======

     Net realized capital gains of $96.1 million, $53.1 million and $61.1
     million for 1997, 1996 and 1995, respectively, allocable to experience
     rated contracts, were deducted from net realized capital gains and an
     offsetting amount was reflected in policyholders' funds left with the
     Company. Net unamortized gains were $138.1 million and $53.3 million at
     December 31, 1997 and 1996, respectively.

     Proceeds from the sale of available-for-sale debt securities and the
     related gross gains and losses were as follows:

                                 1997         1996           1995
                                 -----        -----          ----
                                            (millions)

           Proceeds on Sales    $5,311.3      $5,182.2      $4,207.2
           Gross Gains              25.8          24.3          44.6
           Gross Losses              3.3          13.2          11.8



                                      F-20
<PAGE>

             AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARY
                       (A wholly owned subsidiary of Aetna
                           Retirement Holdings, Inc.)


             Notes to Consolidated Financial Statements (Continued)

6.   Capital Gains and Losses on Investment Operations (Continued)

     Changes in shareholder's equity related to changes in accumulated other
     comprehensive income (unrealized capital gains and losses on securities)
     (excluding those related to experience rated contractholders) were as
     follows:

                                                1997       1996       1995
                                                ----       ----       ----
                                                       (millions)

          Debt securities                      $44.3    $(100.1)      $255.9
          Equity securities                      5.6      (10.5)        27.3
          Limited partnership                     --         --          1.8
                                               -----    -------       ------
                                                49.9     (110.6)       285.0
          Increase (decrease) in deferred
            income taxes (See Note 8)           17.5      (38.6)       (36.5)
                                               -----    -------       ------
          Net changes in accumulated other
          comprehensive income                 $32.4     $(72.0)      $321.5
                                               =====    =======       ======

     Net unrealized capital gains allocable to experience rated contracts of
     $356.7 million and $72.6 million at December 31, 1997 and $245.2 million
     and $43.3 million at December 31, 1996 are reflected on the Consolidated
     Balance Sheets in policyholders' funds left with the Company and future
     policy benefits, respectively, and are not included in shareholder's
     equity.

     Shareholder's equity included the following accumulated other comprehensive
     income, which are net of amounts allocable to experience rated
     contractholders, at December 31:

                                                 1997     1996       1995
                                                 ----     ----       ----
                                                      (millions)
          Debt securities
            Gross unrealized capital gains      $140.6    $101.7    $179.3
            Gross unrealized capital losses      (18.4)    (23.8)     (1.3)
                                                 -----     -----     -----
                                                 122.2      77.9     178.0
          Equity securities
            Gross unrealized capital gains        21.2      16.3      27.2
            Gross unrealized capital losses       (0.1)     (0.8)     (1.2)
                                                  ----      ----     -----
                                                  21.1      15.5      26.0

          Deferred income taxes (See Note 8)      50.4      32.9      71.5
                                                  ----      ----     -----
          Net accumulated other
            comprehensive income                 $92.9     $60.5    $132.5
                                                  ====      ====     =====



                                      F-21
<PAGE>

             AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARY
                       (A wholly owned subsidiary of Aetna
                           Retirement Holdings, Inc.)

             Notes to Consolidated Financial Statements (Continued)

6.   Capital Gains and Losses on Investment Operations (Continued)

     Changes in accumulated other comprehensive income related to changes in
     unrealized gains (losses) on securities (excluding those related to
     experience rated contractholders) were as follows:

                                                   1997       1996       1995
                                                   ----       ----       ----
                                                           (millions)
          Unrealized holding gains (losses)
          arising during the period (1)            $98.8    $(14.8)    $390.5
          Less:  reclassification adjustment
             for gains and other items included
             in net  income (2)                     66.4      57.2       69.0
                                                   -----    ------     ------
           Net unrealized gains (losses)
             on securities                         $32.4    $(72.0)    $321.5
                                                   =====    ======     ======

          (1)  Pretax unrealized holding gains (losses) arising during the
               period were $152.0 million, ($22.8) million and $600.8 million
               for 1997, 1996 and 1995, respectively.

          (2)  Pretax reclassification adjustments for gains and other items
               included in net income were $102.4 million, $87.7 million and
               $107.5 million for 1997, 1996 and 1995, respectively.

7.   Severance and Facilities Charges

     Severance and facilities charges during 1996, as described below, included
     the following (pretax):

<TABLE>
<CAPTION>
                                                      Vacated
                                             Asset    Leased                    Corporate
      (Millions)                 Severance Write-off Property  Other Allocation   Total
      -------------------------- --------- --------- --------- ----- ---------- ---------
<S>                                  <C>      <C>      <C>     <C>     <C>         <C>
      Financial Services             $29.1    $1.0     $1.3    $1.7    $  --       $33.1
      Individual Life Insurance       12.5     0.4      0.5     0.8       --        14.2
      Corporate Allocation              --      --       --      --     14.0        14.0
                                 --------- --------- --------- ----- ---------- ---------
         Total Company               $41.6    $1.4     $1.8    $2.5    $14.0       $61.3
      -------------------------- --------- --------- --------- ----- ---------- ---------
</TABLE>

     In the third quarter of 1996, the Company recorded a $30.7 million after
     tax ($47.3 million pretax) charge principally related to actions taken or
     expected to be taken to improve its cost structure relative to its
     competitors. The severance portion of the charge is based on a plan to
     eliminate 702 positions (primarily customer service, sales and information
     technology support staff). The facilities portion of the charge is based on
     a plan to consolidate sales/service field offices.



                                      F-22
<PAGE>

             AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARY
                       (A wholly owned subsidiary of Aetna
                           Retirement Holdings, Inc.)

             Notes to Consolidated Financial Statements (Continued)

7.   Severance and Facilities Charges (Continued)

     In addition to the above charge, Aetna recorded a facilities and severance
     charge in the second quarter of 1996, primarily as a result of actions
     taken or expected to be taken to reduce the level of corporate expenses and
     other costs previously absorbed by Aetna's property-casualty operations,
     which were sold in April 1996. The cost allocated to the Company associated
     with this charge was $9.1 million after tax ($14.0 million pretax).

     Activity for 1997 and 1996 within the severance and facilities reserve
     (pretax, in millions) and the number of positions eliminated related to
     such actions were as follows:

       (Millions)                            Reserve      Positions
       -----------------------------------   ----------   ---------

       Balance at December 31, 1995           $   --           --
         Severance and facilities charges       47.3          702
         Corporate Allocation                   14.0           --
         Actions taken (1)                     (13.4)        (178)
                                             ----------   ---------
       Balance at December 31, 1996             47.9          524
         Actions taken (1)                     (27.1)        (163)
                                             ----------   ---------
       Balance at December 31, 1997            $20.8          361
                                             ==========   =========

      (1) Includes $15.9 million and $8.0 million in 1997 and 1996,
          respectively, of severance-related actions and $7.9 million and $4.1
          million in 1997 and 1996, respectively, of corporate
          allocation-related actions.

     The Company's severance actions are expected to be substantially completed
     by September 30, 1998. The corporate allocation actions were substantially
     completed in 1997.




                                      F-23
<PAGE>

             AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARY
                       (A wholly owned subsidiary of Aetna
                           Retirement Holdings, Inc.)

             Notes to Consolidated Financial Statements (Continued)

8.   Income Taxes

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

     Income taxes for the years ended December 31, consist of:

                                                     1997     1996      1995
                                                     ----     ----      ----
                                                           (millions)
            Current taxes:
              Income Taxes:
                Federal income tax                   $64.5     $50.9     $82.9
                State income tax                       3.7       3.7       3.2
                Net realized capital gains            45.6      25.3      28.5
                                                     -----      ----      ----
                                                     113.8      79.9     114.6
                                                     -----      ----     -----
            Deferred taxes (benefits):
              Income taxes:
                Federal                                8.4      (3.5)    (14.4)
                Net realized capital gains (losses)  (32.8)    (18.6)    (12.9)
                                                     -----     -----     -----
                                                     (24.4)    (22.1)    (27.3)
                                                     -----     -----     -----
            Total                                    $89.4     $57.8     $87.3
                                                     =====     =====     =====

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

                                              1997         1996        1995
                                              ----         ----        ----
                                                        (millions)

            Income before income taxes        $294.7       $198.9       $263.2
            Tax rate                              35%          35%          35%
                                             -------      -------      -------
            Application of the tax rate        103.1         69.6         92.1
                                             -------      -------      -------
            Tax effect of:
              State income tax, net of
                 federal benefit                 2.4          2.4          2.1
              Excludable dividends             (15.9)        (8.7)        (9.3)
              Other, net                        (0.2)        (5.5)         2.4
                                             -------      -------      --------
                 Income taxes                  $89.4        $57.8        $87.3
                                             =======      =======      ========




                                      F-24
<PAGE>

             AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARY
                       (A wholly owned subsidiary of Aetna
                           Retirement Holdings, Inc.)

             Notes to Consolidated Financial Statements (Continued)

8.   Income Taxes (Continued)

     The tax effects of temporary differences that give rise to deferred tax
     assets and deferred tax liabilities at December 31 are presented below:

                                                     1997          1996
                                                     ----          ----
                                                         (millions)

           Deferred tax assets:
              Insurance reserves                     $415.8        $344.6
              Unrealized gains allocable to
                experience rated contracts            150.1         100.8
              Investment losses                         6.6           7.5
              Postretirement benefits other
                than pensions                          26.3          27.0
              Deferred compensation                    31.2          25.0
              Pension                                  (3.6)          7.6
              Restructuring charge                      9.5          17.6
              Depreciation                              3.9           2.6
              Other                                     8.8           9.1
                                                  ---------      --------
           Total gross assets                         648.6         541.8

           Deferred tax liabilities:
              Deferred policy acquisition costs       515.6         482.1
              Market discount                           5.1           6.8
              Net unrealized capital gains            200.5         133.7
              Other                                    (0.6)         (0.3)
                                                  ---------     ---------
           Total gross liabilities                    720.6         622.3
                                                  ---------     ---------
           Net deferred tax liability                 $72.0         $80.5
                                                  =========     =========

     Net unrealized capital gains and losses are presented in shareholder's
     equity net of deferred taxes. As of December 31, 1997 and 1996, no
     valuation allowances were required for unrealized capital gains and losses.

     The "Policyholders' Surplus Account," which arose under prior tax law, is
     generally that portion of a life insurance company's statutory income that
     has not been subject to taxation. As of December 31, 1983, no further
     additions could be made to the Policyholders' Surplus Account for tax
     return purposes under the Deficit Reduction Act of 1984. The balance in
     such account was approximately $17.2 million at December 31, 1997. This
     amount would be taxed only under certain conditions. No income taxes have
     been provided on this amount since management believes the conditions under
     which such taxes would become payable are remote.





                                      F-25
<PAGE>

             AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARY
                       (A wholly owned subsidiary of Aetna
                           Retirement Holdings, Inc.)

             Notes to Consolidated Financial Statements (Continued)

8.   Income Taxes (Continued)

     The Internal Revenue Service ("Service") has completed examinations of the
     consolidated federal income tax returns of Aetna through 1990. Discussions
     are being held with the Service with respect to proposed adjustments.
     Management believes there are adequate defenses against, or sufficient
     reserves to provide for, any such adjustments. The Service has commenced
     its examinations for the years 1991 through 1994.

9.   Benefit Plans

     Employee Pension Plans - The Company, in conjunction with Aetna, has
     noncontributory defined benefit pension plans covering substantially all
     employees. The plans provide pension benefits based on years of service and
     average annual compensation (measured over 60 consecutive months of highest
     earnings in a 120-month period). Contributions are determined using the
     Projected Unit Credit Method and, for qualified plans subject to ERISA
     requirements, are limited to amounts that are tax-deductible. As of
     December 31, 1997, Aetna's accrued pension cost has been allocated to its
     subsidiaries, including the Company, under an allocation based on eligible
     salaries. Data on a separate company basis regarding the proportionate
     share of the projected benefit obligation and plan assets is not available.
     The accumulated benefit obligation and plan assets are recorded by Aetna.
     As of the measurement date (i.e., September 30), the accumulated plan
     assets exceeded accumulated plan benefits. Allocated pretax charges to
     operations for the pension plan (based on the Company's total salary cost
     as a percentage of Aetna's total salary cost) were $2.7 million, $4.3
     million and $6.1 million for the years ended December 31, 1997, 1996 and
     1995, respectively.

     Employee Postretirement Benefits - In addition to providing pension
     benefits, Aetna currently provides certain health care and life insurance
     benefits for retired employees. A comprehensive medical and dental plan is
     offered to all full-time employees retiring at age 50 with 15 years of
     service or at age 65 with 10 years of service. There is a cap on the
     portion of the cost paid by the Company relating to medical and dental
     benefits. Retirees are generally required to contribute to the plans based
     on their years of service with Aetna. The costs to the Company associated
     with the Aetna postretirement plans for 1997, 1996 and 1995 were $2.7
     million, $1.8 million and $1.4 million, respectively.

     As of December 31, 1996, Aetna transferred to the Company approximately
     $77.7 million of accrued liabilities, primarily related to the pension and
     postretirement benefit plans described above, that had been previously
     recorded by Aetna. The after tax amount of this transfer (approximately
     $50.5 million) is reported as a reduction in retained earnings. In 1997,
     other changes in shareholder's equity includes an additional $0.8 million
     reduction reflecting revisions to the allocation of these accrued
     liabilities.

     Agent Pension Plans - The Company, in conjunction with Aetna, has a
     non-qualified pension plan covering certain agents. The plan provides
     pension benefits based on annual commission earnings. As of the measurement
     date (i.e., September 30), the accumulated plan assets exceeded accumulated
     plan benefits.




                                      F-26
<PAGE>

             AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARY
                       (A wholly owned subsidiary of Aetna
                           Retirement Holdings, Inc.)

             Notes to Consolidated Financial Statements (Continued)

 9.  Benefit Plans (Continued)

     Agent Postretirement Benefits - The Company, in conjunction with Aetna,
     also provides certain postretirement health care and life insurance
     benefits for certain agents. The costs to the Company associated with the
     agents' postretirement plans for 1997, 1996 and 1995 were $0.6 million,
     $0.7 million and $0.8 million, respectively.

     Incentive Savings Plan - Substantially all employees are eligible to
     participate in a savings plan under which designated contributions, which
     may be invested in common stock of Aetna or certain other investments, are
     matched, up to 5% of compensation, by Aetna. Pretax charges to operations
     for the incentive savings plan were $4.4 million, $5.4 million and $4.9
     million in 1997, 1996 and 1995, respectively.

     Stock Plans - Aetna has a stock incentive plan that provides for stock
     options, deferred contingent common stock or equivalent cash awards or
     restricted stock to certain key employees. Executive and middle management
     employees may be granted options to purchase common stock of Aetna at or
     above the market price on the date of grant. Options generally become 100%
     vested three years after the grant is made, with one-third of the options
     vesting each year. Aetna does not recognize compensation expense for stock
     options granted at or above the market price on the date of grant under its
     stock incentive plans. In addition, executives may be granted incentive
     units which are rights to receive common stock or an equivalent value in
     cash. The incentive units may vest within a range from 0% to 175% at the
     end of a four year period based on the attainment of performance goals. The
     costs to the Company associated with the Aetna stock plans for 1997, 1996
     and 1995, were $2.9 million, $8.1 million and $6.3 million, respectively.
     As of December 31, 1996, Aetna transferred to the Company approximately
     $1.1 million of deferred tax benefits related to stock options. This amount
     is reported as an increase in retained earnings. In 1997, other changes in
     shareholder's equity include an additional increase of $2.3 million
     reflecting revisions to the allocation of the deferred tax benefit.

10.  Related Party Transactions

     The Company is compensated by the Separate Accounts for bearing mortality
     and expense risks pertaining to variable life and annuity contracts. Under
     the insurance contracts, the Separate Accounts pay the Company a daily fee
     which, on an annual basis, ranges, depending on the product, from 0.10% to
     1.90% of their average daily net assets. The Company also receives fees
     from Aetna managed mutual funds for serving as investment adviser. Under
     the advisory agreements, these funds pay the Company a daily fee which, on
     an annual basis, ranges, depending on the fund, from 0.25% to 0.85% of
     their average daily net assets. The Company also receives fees (expressed
     as a percentage of the average daily net assets) from some of its funds for
     providing administration services, and from The Aetna Series Fund for
     providing shareholder services and promoting sales. The amount of
     compensation and fees received from the Separate Accounts and mutual funds,
     included in charges assessed against policyholders, amounted to $271.2
     million, $186.8 million and $128.1 million in 1997, 1996 and 1995,
     respectively. The Company may waive advisory fees at its discretion.




                                      F-27
<PAGE>

             AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARY
                       (A wholly owned subsidiary of Aetna
                           Retirement Holdings, Inc.)

             Notes to Consolidated Financial Statements (Continued)

10.  Related Party Transactions (Continued)

     The Company acts as an investment adviser for its affiliated mutual funds.
     Since August 1996, Aeltus Investment Management, Inc. ("Aeltus"), a wholly
     owned subsidiary of HOLDCO and an affiliate of the Company, has been acting
     as Subadvisor for affiliated mutual funds and adviser for most of the
     General Account assets. Fees paid by the Company to Aeltus, included in
     both charges assessed against policyholders and net investment income, on
     an annual basis, range from 0.06% to 0.55% of the average daily net assets
     under management. For the years ended December 31, 1997 and 1996, the
     Company paid $45.5 million and $16.0 million in such fees.

     The Company may, from time to time, make reimbursements to an Aetna managed
     mutual fund for some or all of its operating expenses. Reimbursement
     arrangements may be terminated at any time without notice.

     Since 1981, all domestic individual non-participating life insurance of
     Aetna and its subsidiaries has been issued by the Company. Effective
     December 31, 1988, the Company entered into a reinsurance agreement with
     Aetna Life Insurance Company ("Aetna Life") in which substantially all of
     the non-participating individual life and annuity business written by Aetna
     Life prior to 1981 was assumed by the Company. A $6.1 million and a $108.0
     million commission, paid by the Company to Aetna Life in 1996 and 1988,
     respectively, was capitalized as deferred policy acquisition costs. In
     consideration for the assumption of this business, a loan was established
     relating to the assets held by Aetna Life which support the insurance
     reserves. Effective January 1, 1997, this agreement has been amended to
     transition (based on underlying investment rollover in Aetna Life) from a
     modified coinsurance to a coinsurance arrangement. As a result of this
     change, reserves will be ceded to the Company from Aetna Life as investment
     rollover occurs and the loan previously established will be reduced. The
     Company maintained insurance reserves of $574.5 million ($397.2 million
     relating to the modified coinsurance agreement and $177.3 million relating
     to the coinsurance agreement) and $628.3 million as of December 31, 1997
     and 1996, respectively, relating to the business assumed. The fair value of
     the loan relating to assets held by Aetna Life was $412.3 million and
     $625.3 million as of December 31, 1997 and 1996, respectively, and is based
     upon the fair value of the underlying assets. Premiums of $176.7 million,
     $25.3 million and $28.0 million and current and future benefits of $183.9
     million, $39.5 million and $43.0 million were assumed in 1997, 1996 and
     1995, respectively.

     Investment income of $37.5 million, $44.1 million and $46.5 million was
     generated from the reinsurance loan to affiliate in 1997, 1996 and 1995,
     respectively.

     On December 16, 1988, the Company assumed $25.0 million of premium revenue
     from Aetna Life for the purchase and administration of a life contingent
     single premium variable payout annuity contract. In addition, the Company
     also is responsible for administering fixed annuity payments that are made
     to annuitants receiving variable payments. Reserves of $32.5 million and
     $28.9 million were maintained for this contract as of December 31, 1997 and
     1996, respectively.

     Effective February 1, 1992, the Company increased its retention limit per
     individual life to $2.0 million and entered into a reinsurance agreement
     with Aetna Life to reinsure amounts in excess of this





                                      F-28
<PAGE>

             AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARY
                       (A wholly owned subsidiary of Aetna
                           Retirement Holdings, Inc.)

             Notes to Consolidated Financial Statements (Continued)

10.  Related Party Transactions (Continued)

     limit, up to a maximum of $8.0 million on any new individual life business,
     on a yearly renewable term basis. Premium amounts related to this agreement
     were $5.9 million, $5.2 million and $3.2 million for 1997, 1996 and 1995,
     respectively.

     Effective October 1, 1997, the Company entered into a reinsurance agreement
     with Aetna Life to assume amounts in excess of $0.2 million for certain of
     its participating life insurance, on a yearly renewable term basis. Premium
     amounts related to this agreement were $0.7 million in 1997.

     The Company received a capital contribution of $10.4 million in cash from
     HOLDCO in 1996. The Company received no capital contributions in 1997 or
     1995.

     The Company paid $17.3 million and $3.5 million in cash dividends to HOLDCO
     in 1997 and 1996, respectively. In 1995, the Company dividended $2.9
     million in the form of two of its subsidiaries, Systematized Benefits
     Administrators, Inc. and Aetna Investment Services, Inc., to Aetna
     Retirement Services, Inc. (the Company's former parent).

     Premiums due and other receivables include $37.0 million and $2.8 million
     due from affiliates in 1997 and 1996, respectively. Other liabilities
     include $1.2 million and $10.7 million due to affiliates for 1997 and 1996,
     respectively.

     As of December 31, 1997, Aetna transferred to the Company $2.5 million
     based on its decision not to settle state tax liabilities for the years
     1996 and 1997. This amount has been reported as an other increase in
     retained earnings.

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

11.  Reinsurance

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




                                      F-29
<PAGE>

             AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARY
                       (A wholly owned subsidiary of Aetna
                           Retirement Holdings, Inc.)

             Notes to Consolidated Financial Statements (Continued)

11.  Reinsurance (Continued)

     The following table includes premium amounts ceded/assumed to/from
affiliated companies as discussed in Note 10 above.

<TABLE>
<CAPTION>
                                                         Ceded to       Assumed
                                              Direct      Other       from Other       Net
                                              Amount    Companies      Companies     Amount
                                                         (millions)
                                              -------  -------------  -----------  ---------
<S>                                            <C>        <C>           <C>         <C>
                              1997
                              ----
           Premiums:
              Life Insurance                   $ 35.7      $15.1         $177.4      $198.0
              Accident and Health Insurance       5.6        5.6             --          --
              Annuities                          67.9         --            1.2        69.1
                                              -------  -------------  -----------  ---------
                  Total earned premiums        $109.2      $20.7         $178.6      $267.1
                                              =======  =============  ===========  =========

                              1996
                              ----
           Premiums:
              Life Insurance                   $ 34.6      $11.2          $25.3      $ 48.7
              Accident and Health Insurance       6.3        6.3             --          --
              Annuities                          84.3         --            0.6        84.9
                                              -------  -------------  -----------  ---------
                  Total earned premiums        $125.2      $17.5          $25.9      $133.6
                                              =======  =============  ===========  =========

                              1995
                              ----
           Premiums:
              Life Insurance                   $ 28.8      $ 8.6          $28.0       $ 48.2
              Accident and Health Insurance       7.5        7.5             --           --
              Annuities                         164.0         --            0.5        164.5
                                              -------  -------------  -----------  ---------
                  Total earned premiums        $200.3      $16.1          $28.5       $212.7
                                              =======  =============  ===========  =========
</TABLE>

12.  Commitments and Contingent Liabilities

     Commitments

     Through the normal course of investment operations, the Company commits to
     either purchase or sell securities or money market instruments at a
     specified future date and at a specified price or yield. The inability of
     counterparties to honor these commitments may result in either higher or
     lower replacement cost. Also, there is likely to be a change in the value
     of the securities underlying the commitments. At December 31, 1997, the
     Company had commitments to purchase investments of $38.7 million. The fair
     value of the investments at December 31, 1997 approximated $39.0 million.




                                      F-30
<PAGE>

             AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARY
                       (A wholly owned subsidiary of Aetna
                           Retirement Holdings, Inc.)

             Notes to Consolidated Financial Statements (Continued)

12.  Commitments and Contingent Liabilities (Continued)

     Litigation

     The Company is involved in numerous lawsuits arising, for the most part, in
     the ordinary course of its business operations. While the ultimate outcome
     of litigation against the Company cannot be determined at this time, after
     consideration of the defenses available to the Company and any related
     reserves established, it is not expected to result in liability for amounts
     material to the financial condition of the Company, although it may
     adversely affect results of operations in future periods.


13.  Segment Information (1)

     The Company's operations are reported through two major business segments:
     Financial Services and Individual Life Insurance. Summarized financial
     information for the Company's principal operations was as follows:

                                                1997         1996         1995
                                             ---------    ---------    ---------
                                                          (millions)
         Revenue:
           Financial Services                 $1,277.9     $1,195.1     $1,211.3
           Individual Life Insurance             620.4        445.7        407.9
                                             ---------    ---------    ---------
                Total revenue                 $1,898.3     $1,640.8     $1,619.2
                                             =========    =========    =========
         Income before income taxes: (2)
           Financial Services                   $188.2       $129.9       $160.1
           Individual Life Insurance             106.5         83.0        103.1
                                             ---------    ---------    ---------
                Total income before
                  income taxes                  $294.7       $212.9       $263.2
                                             =========    =========    =========
         Net income: (2)
           Financial Services                   $137.5        $94.3       $113.8
           Individual Life Insurance              67.8         55.9         62.1
                                             ---------    ---------    ---------
                Net income                      $205.3       $150.2       $175.9
                                             =========    =========    =========
         Assets under management: (3)
           Financial Services  (4)           $37,609.3    $27,268.1    $22,534.4
           Individual Life Insurance           3,096.1      2,830.5      2,590.9
                                             ---------    ---------    ---------
             Total assets under management    40,705.4    $30,098.6    $25,125.3
                                             =========    =========    =========

          (1)  The 1996 results include severance and facilities charges of
               $30.7 million, after tax. Of this charge $21.5 million related to
               the Financial Services segment and $9.2 million related to the
               Individual Life Insurance segment.

          (2)  Excludes any effect of the corporate facilities and severance
               charge recorded in 1996 which is not directly allocable to the
               Financial Services and Individual Life Insurance segments. (Refer
               to Note 7).

          (3)  Excludes net unrealized capital gains (losses) of $551.5 million,
               $366.4 million and $797.1 million at December 31, 1997, 1996 and
               1995, respectively.

          (4)  The December 31, 1997 balance includes the transfer of $4,078.5
               million of assets under management that were previously reported
               by an affiliate.


                                      F-31

<PAGE>














Form No.SAI.75982-98                                         ALIAC Ed. May 1998




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