VARIABLE ANNUITY ACCT C OF AETNA LIFE INSURANCE & ANNUITY CO
485BPOS, EX-99., 2000-12-13
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                                 Exhibit 99-B.9

[Aetna Logo]                                          Aetna Inc.
[Aetna Letterhead]                                    151 Farmington Avenue
                                                      Hartford, CT  06156-8975



                                                      J. NEIL MCMURDIE
                                                      Counsel
                                                      AFS Law, TS31
December 13, 2000                                     (860) 273-1672
                                                      Fax:  (860) 273-3227



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

RE:    AETNA LIFE INSURANCE AND ANNUITY COMPANY AND ITS VARIABLE ANNUITY
       ACCOUNT C
       POST-EFFECTIVE AMENDMENT NO. 22 TO REGISTRATION STATEMENT
       ON FORM N-4
       PROSPECTUS TITLE: '84 AETNA INDIVIDUAL RETIREMENT ANNUITY
       FILE NOS. 33-75992 AND 811-2513

Dear Sir or Madam:

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

In connection with this opinion, I have reviewed the N-4 Registration
Statement, as amended to the date hereof, and this Post-Effective Amendment
No. 22. I have also examined originals or copies, certified or otherwise
identified to my satisfaction, of such documents, trust records and other
instruments I have deemed necessary or appropriate for the purpose of
rendering this opinion. For purposes of such examination, I have assumed the
genuineness of all signatures on original documents and the conformity to the
original of all copies.

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

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

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

Sincerely,

/s/  J. Neil McMurdie

J. Neil McMurdie
Counsel



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