AETNA INCOME SHARES
N-30D, 1997-03-07
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                               President's Letter

Dear Fellow Shareholder:

Thank you for your  confidence  in Aetna  and your  investment  in Aetna  Income
Shares.  We are  pleased  to bring  you this  annual  report of the  status  and
performance of your Fund.

During  the past year,  we have  implemented  several  actions to focus our Fund
management efforts.  At a Special Meeting,  shareholders gave strong approval of
recommendations  of the Board of  Trustees.  To this end, we are pleased to have
Aeltus Investment  Management,  Inc. as subadvisor to the Fund; a decision which
allows Aetna to consolidate its investment  management  expertise.  Additions to
our investment staff have also enhanced our management and quantitative research
capabilities.  We are  pleased  with the  results of  improvements  in our stock
selection  disciplines,   portfolio   implementation  processes  and  investment
research.

In the financial  markets,  the past year has seen a slowdown of the economy and
little  change in interest  rates.  Inflation  has  remained  remarkably  stable
despite  concerns earlier in the year. This trend has resulted in an increase in
bond prices and growth in the stock  market.  We see this moderate  growth,  low
inflation and stable interest rate scenario  continuing into 1997. Although this
may be  favorable  for  investments  in the bond  markets,  we are  cautious  or
somewhat neutral to cautious about the performance of the stock markets in 1997.

We are pleased to help you meet your retirement and investment needs by bringing
you quality products and services. Thank you, again, for investing in our Fund.

Sincerely,

Shaun P. Mathews
President

<PAGE>

[GRAPHIC]
[The table below was presented as a line graph in the printed material]

                                                             Aetna Income Shares
                                                               Growth of $10,000

Average Annual Total Returns for the Year Ended
           December 31, 1996*

1 year    5 year    10 year
3.60%     6.77%     8.83%



<TABLE>
<CAPTION>
                                Jan-87                                                                                  Dec-96
<S>                              <C>      <C>      <C>      <C>      <C>      <C>     <C>      <C>     <C>      <C>      <C>  
Aetna Income Shares              10000    10451    11248    12887    14065    16799   18051    19798   19026    22497    23304
Lehman Aggregate Bond Index      10000    10276    11087    12698    13835    16049   17237    18917   18365    21757    22547
</TABLE>


- ----------

* `Total Return' is calculated including reinvestment of income and capital gain
distributions.  Past performance is no guarantee of future results.  Performance
does not include any separate account charges imposed by ALIAC.


Aetna Income Shares generated a return of 3.60%,  net of fund expenses,  for the
year ended  December 31, 1996.  The Fund's  performance  was  comparable  to the
Lehman Brothers  Aggregate Bond Index (an unmanaged  index) return of 3.63% over
the same  period.  Versus its  competitive  peer group for the past 1,5,  and 10
years ended December 31, 1996, the Fund's returns ranked in the top 51% (151 out
of  295),  53%  (86  out of  163),  and  19%  (18  out of 95)  respectively,  of
Morningstar's variable annuity corporate bond funds universe.

As interest  rates rose over the year,  the negative price action was sufficient
to bite into the coupon  income of  investment  grade  bonds.  The longer  dated
assets were hardest hit as 30-year U.S.Treasury yields rose by nearly 0.70% over
the period. U.S. Treasuries  underperformed  other sectors within the investment
grade universe as corporate bonds and  mortgage-backed  securities received some
benefit from the additional yield provided. As one would expect in a down market
environment,   mortgage-backed   securities   outperformed  all  other  sectors.
Inherently  more defensive in nature,  these  securities  typically  provide for
monthly  repayments  of principal and  interest.  Within the Fund,  premium GNMA
pass-throughs  and  non-agency  mortgage-backed  securities  were  among the top
performers due to their shorter durations.

In the  corporate  sector,  credit  quality  played a role as lower  rated bonds
generally  fared  better  than higher  quality  counterparts.  Improved  balance
sheets,  increased demand and favorable  market  technicals help to narrow yield
spread  differentials  between corporate bonds and U.S.  Treasuries.  The Fund's
holdings of foreign bonds, particularly those of Asian issuers such as Korea and
China outperformed the general corporate universe. We were disappointed with the
return  performance  on our media and cable  holdings.  These  companies and the
industry as a whole have struggled this year with high capital  expenditures and
increased competition.

In  addition,   Fund  performance  was  increased  through  modest  holdings  of
high-yield   bonds  and  emerging  country  debt.  Both  asset  classes  smartly
outperformed  traditional  investment grade bonds in 1996.  Strong cash inflows,
improved  fundamentals,  and demand for higher yields provided  support to these
alternative  asset classes.  Here again,  returns  varied  according to specific
companies or industries  within the high-yield  market and between  countries or
continents for the emerging markets.  The Fund's high-yield  holdings  generated
mixed results while the emerging market holdings provided exceptional returns.



2

<PAGE>


As we look forward to 1997,  we anticipate  that the interest  rate  environment
will remain fairly stable over the next several months. Moderate economic growth
with little in terms of  inflationary  pressures  could keep monetary  policy on
hold. Given a relatively  unchanged  interest rate environment,  securities that
provide  additional yield over U.S.  Treasuries could outperform the market.  As
opportunities  arise,  we believe the Fund is well  positioned  with exposure to
mortgage  securities  and an  overweighting  of  corporate  bonds.  We intend to
maintain a modest  exposure to  alternative  asset classes to enhance  potential
yield and  diversify  the Fund's  portfolio  holdings.  

Past performance is no assurance of future returns.

Investment Summary:


<TABLE>
<CAPTION>

- ---------------------------------------------------------------------------------------------------
                        % of              
Quality Ratings     Portfolio      Top Ten Long Term Holdings                        % of Portfolio
- ---------------------------------------------------------------------------------------------------
<S>                   <C>                                                                 <C> 
AAA                   59.5%        U.S.Treasury  Bond, 10.375%, 11/15/12                  3.8%
AA                     7.6%        U.S. Treasury  Note,  6.875%,03/31/00                  3.8%
A                     11.0%        FNMA, 30 Yr., 8.00%, 12/11/26                          3.8%
BBB                    6.1%        U.S.Treasury   Note, 6.875%, 08/31/99                  3.0%
BB                     3.8%        U.S. Treasury  Note, 6.875, 07/31/99                   3.0%
B                      2.2%        U.S. Treasury  Note, 6.25%,05/31/00                    3.0%
Other                  9.8%        U.S. Treasury  Note, 5.75%, 08/15/03                   2.9%
Average                AA-         Associates Corp., 7.95%, 02/15/10                      2.4%
                                   U.S. Treasury Note, 6.50%,05/31/01                     2.2%
                                   Ford Motor Credit Corp., FRN, 5.75%, 02/22/99          2.2%
</TABLE>



                                                                               3

<PAGE>

Portfolio of Investments
December 31, 1996
================================================================================
<TABLE>
<CAPTION>
 
                                                     Principal      Market        
                                                       Amount         Value         
                                                     ----------    -------------
<S>                                                 <C>              <C>          

LONG-TERM BONDS AND NOTES (89.2%)
U.S. Government and Agency Obligations (41.9%)
Agency Mortgage-Backed Securities (15.3%)

Federal Home Loan Mortgage Corp. 20 6-B,
 0.00%, 07/15/19 ...............................    $      34,553    $      34,553
Federal National Mortgage Association,
 0.00%, 06/25/19 ...............................        1,234,934        1,153,980
Federal National Mortgage Association,
 7.00%, 08/01/25 - 03/01/26 ....................       14,698,022       14,399,475
Federal National Mortgage Association,
 7.50%, 11/01/25 - 12/11/26 ....................       15,000,000       15,000,000
Federal National Mortgage Association,
 8.00%, 12/11/26 ...............................       25,000,000       25,468,750
Government National Mortgage Association,
 7.00%, 04/15/26 ...............................       10,064,744        9,860,309
Government National Mortgage Association,
 7.50%, 03/15/24 - 10/15/25 ....................        9,036,012        9,052,956
Government National Mortgage Association,
 10.00%, 10/15/09 - 01/15/21 ...................       10,576,234       11,610,668
Government National Mortgage Association,
 10.50%, 02/15/13 - 01/15/21 ...................       10,815,295       11,974,506
Government National Mortgage Association,
 11.00%, 02/15/10 ..............................           38,166           42,197
                                                                     -------------
                                                                        98,597,394
                                                                     -------------
U.S. Agencies (1.5%)
Small Business Administration 92-20K,
   7.55%, 11/01/12 ............................         9,114,016        9,296,296
                                                                     -------------
                                                                         9,296,296
                                                                     -------------
U.S. Treasuries (25.1%)
U.S. Treasury Bond, 6.75%, 08/15/26 ...........         5,000,000        5,035,940
U.S. Treasury Bond, 10.375%, 11/15/12 .........        20,000,000       25,768,759
U.S. Treasury Note, 5.75%, 08/15/03 ...........        20,000,000       19,406,250
U.S. Treasury Note, 6.25%, 05/31/00 ...........        20,000,000       20,087,450
U.S. Treasury Note, 6.375%, 05/15/99 ..........         9,500,000        9,586,099
U.S. Treasury Note, 6.50%, 05/31/01 ...........        15,000,000       15,173,445
U.S. Treasury Note, 6.875%, 07/31/99 ..........        20,000,000       20,412,450
U.S. Treasury Note, 6.875%, 08/31/99 ..........        20,000,000       20,418,760
U.S. Treasury Note, 6.875%, 03/31/00 ..........        25,000,000       25,570,313
                                                                     -------------
                                                                       161,459,466
                                                                     -------------
Total U.S. Government and Agency               
   Obligations(cost $269,036,424)                                      269,353,156
                                                                    --------------
Corporate Bonds (44.5%)
Financial Services (15.0%)
American General, 8.125%, 08/15/09 ............        10,000,000       10,753,200
Associates Corp., 7.95%, 02/15/10 .............        15,000,000       16,045,200
Capital One Bank, 8.625%, 01/15/97 ............         5,000,000        5,002,800
Chase Manhattan Corp., 6.625%, 01/15/98 .......        10,000,000       10,067,900
Dean Witter, Discover & Co., 6.00%,  03/01/98 .         6,000,000        6,001,920
Ford Motor Credit Corp., FRN, 5.75%, 02/22/99 .        15,000,000       15,030,526
Ford Motor Credit Corp., FRN, 5.962%,
   06/02/98 ...................................         7,000,000        7,035,666
General Electric Capital Corp., 7.96%, 02/02/98        10,000,000       10,243,500
General Electric Capital Corp., 8.625%,
   06/15/08 ...................................        10,000,000       11,330,100

                                                     Principal      Market        
                                                       Amount         Value         
                                                     ----------    -------------
Mellon Capital II, 7.995%, 01/15/27 ...........     $   5,000,000    $   5,057,000
                                                                     -------------
                                                                        96,567,812
                                                                     -------------
Foreign and Supranationals (15.5%)

African Development Bank, 8.80%, 09/01/19 .....        11,650,000       13,776,242
China International Trust, 9.00%, 10/15/06 ....        10,000,000       11,053,400
Inter-American Development Bank, 12.25%,
   12/15/08 ...................................         7,775,000       11,183,716
International Bank For Reconstruction &
   Development, 9.25%, 07/15/17 ...............        11,000,000       13,691,370
Korea Electric, 6.375%, 12/01/03 ..............         4,500,000        4,372,875
Korean Development Bank, 9.25%, 06/15/98 ......         5,000,000        5,223,300
Republic of Argentina, 9.25%, 02/23/01 ........         5,000,000        5,093,750
Republic of Argentina, FRB, 6.625%, 03/31/05 ..         4,900,000        4,266,063
Rogers Cablesystem, 10.00%, 03/15/05 ..........         8,500,000        9,073,750
Swire Pacific Ltd. + , 8.50%, 09/29/04 ........         5,500,000        5,893,030
Teleport Communications, 0.00%, 07/01/07 ......        10,000,000        6,875,000
United Mexican States Government + ,
   7.562%, 08/06/01 ...........................         9,000,000        9,066,094
                                                                     -------------
                                                                        99,568,590
                                                                     -------------
Other Corporate Bonds (14.0%)

Alliance Entertainment, 11.25%, 07/15/05 ......         5,000,000        3,675,000
Echostar Communications, 0.00%, 06/01/04 ......        10,000,000        8,311,309
Georgia-Pacific Corp., 9.50%, 12/01/11 ........         5,500,000        6,420,700
HSBC America + , 7.808%, 12/15/26 .............         6,500,000        6,279,715
Lamar Advertising Co., 9.625%, 12/01/06 .......         2,000,000        2,080,000
MFS Communications, Inc., 5.00%, 01/15/06 .....         5,000,000        3,650,000
MGM Grand Hotel, 12.00%, 05/01/02 .............         4,000,000        4,300,000
Paramount Communications, Inc., 7.50%,
  07/15/23 ....................................        11,500,000        9,826,060
Tele-Communcations, Inc., 9.80%, 02/01/12 .....         5,000,000        5,411,000
Telewest Plc, 11.00%, 10/01/07 ................         6,850,000        4,795,000
Tenet Healthcare Corp., 9.625%, 09/01/02 ......         5,000,000        5,470,000
Time Warner, Inc., 7.95%, 02/01/00 ............         7,000,000        7,238,343
Time Warner, Inc., 9.125%, 01/15/13 ...........         5,000,000        5,429,300
Trump Atlantic City, 11.25%, 05/01/06 .........         5,000,000        4,975,000
TRW, Inc., 9.35%, 06/04/20 ....................        10,500,000       12,603,675
                                                                     -------------
                                                                        90,465,102
                                                                     -------------
Total Corporate Bonds (cost $279,539,667)                              286,601,504
                                                                    --------------
Non-Agency Mortgage-Backed Securities (1.5%)
Mortgage-Backed Securities (1.5%)
Chase Mortgage Finance, 6.75%, 11/25/09 .......         7,544,972        7,537,899
Security Pacific National Bank, 8.50%,
   03/01/17 ...................................         2,275,340        2,263,964
                                                                     -------------
                                                                         9,801,863
                                                                     -------------
Total Non-Agency Mortgage-Backed
   Securities (cost $9,658,946)                                          9,801,863
                                                                     -------------
Asset-Backed Securities (1.3%)
First Chicago Master Trust 94I-A, 5.80%,
   01/15/99 ...................................         8,250,000        8,263,778
                                                                     -------------

Total Asset-Backed Securities (cost $8,242,652)                         8,263,778
                                                                     ------------
Total Long-Term Bonds and Notes (cost $566,477,689)                   574,020,301
                                                                     ------------

</TABLE>

                     See Notes to Portfolio of Investments.
4

<PAGE>


================================================================================
<TABLE>
<CAPTION>
 
                                                     Principal      Market      
                                                       Amount         Value     
                                                     ----------    -------------
<S>                                                 <C>              <C>        

SHORT-TERM INVESTMENTS (15.9%)
Bridgestone Firestone Master Trust, Inc. + ,
    Asset-Backed Securities, 6.40%,01/06/97 ...     $  15,000,000    $  15,000,000
Circuit City Credit Card + , Comm. Paper,
 6.20%, 01/07/97 ..............................        12,000,000       12,000,000
Countrywide Home Loans, Comm. Paper,
   6.50%, 01/09/97 ............................        15,000,000       14,981,042
Dakota Certificates-Standard Credit Card
   Master Trust 1 +, Asset-Backed
   Securities, 5.50%, 01/14/97 ................        20,000,000       19,963,333
Lockheed Martin Corp. + , Comm. Paper,
   7.25%, 01/02/97 ............................        30,666,000       30,666,000
Source One Mortgage Services Corp., Comm ......
   Paper, 5.72%, 01/14/97 .....................        10,000,000        9,980,933
                                                                     -------------
Total Short-Term Investments
   (cost $102,591,308)                                                 102,591,308
                                                                     -------------
TOTAL INVESTMENTS
   (cost $669,068,997)(a)                                              676,611,609
Other assets less liabilities
                                                                       (32,882,180)
                                                                     -------------
Total Net Assets                                                     $ 643,729,429 
                                                                     ============= 
                                                                     

</TABLE>


Notes to Portfolio of Investments

(a)  The  cost  of  investments  for  federal  income  tax  purposes  amount  to
$669,718,833.  Unrealized  gains  and  losses  based on  identified  tax cost at
December 31, 1996, are as follows:

Unrealized gains ..........................                   $ 12,707,192
Unrealized losses .........................                     (5,814,416)
                                                              ------------
   Net unrealized gain ....................                   $  6,892,776
                                                              ============

+  Securities that may be resold to "qualified  institutional buyers" under Rule
   144A or securities  offered pursuant to section 4(2) of the Securities Act of
   1933, as amended.  These  securities  have been determined to be liquid under
   guidelines established by the Board of Trustees.

Category percentages are based on net assets.

                       See Notes to Financial Statements.
                                                                               5

<PAGE>


Statement of Assets and Liabilities
December 31, 1996
================================================================================

Assets:
Investments, at market value ................................      $676,611,609
Cash ........................................................               350
Receivable for:
  Dividends and interest ....................................         9,232,803
  Fund shares sold ..........................................               706
                                                                   ------------
      Total assets ..........................................       685,845,468
                                                                   ------------
Liabilities:
Payable for:
  Dividends to shareholders .................................            47,602
  Investments purchased .....................................        40,767,535
  Fund shares redeemed ......................................         1,038,445
Accrued investment advisory fees ............................           218,714
Accrued administrative and service fees .....................            43,743
                                                                   ------------
      Total liabilities .....................................        42,116,039
                                                                   ------------
NET ASSETS ..................................................      $643,729,429
                                                                   ============
Net assets represented by:
Paid-in capital .............................................      $643,211,785
Net unrealized gain on investments ..........................         7,542,612
Undistributed net investment income .........................         2,453,457
Accumulated net realized loss on investments ................        (9,478,425)
                                                                   ------------
NET ASSETS ..................................................      $643,729,429
                                                                   ============
Shares authorized ...........................................         Unlimited
Par value ...................................................      $       1.00
Shares outstanding ..........................................        50,995,995
Net asset value per share
 (net assets divided by shares outstanding) .................      $     12.623

Cost of investments .........................................      $669,068,997

See Notes to Financial Statements.




6

<PAGE>


Statements of Operations
Year Ended December 31, 1996
================================================================================

Investment Income:
Interest ........................................................   $44,105,829
Dividends .......................................................        27,167
                                                                    -----------
      Total investment income ...................................    44,132,996
                                                                    -----------
Expenses:
Investment advisory fees ........................................     2,033,785
Administrative services fees ....................................       430,403
Miscellaneous ...................................................       100,037
                                                                    -----------
      Total expenses ............................................     2,564,225
                                                                    -----------
Net investment income ...........................................    41,568,771
                                                                    -----------
Net Realized and Unrealized Gain (Loss):
Net realized gain on:
  Sale of investments ...........................................     4,197,867
                                                                    -----------
      Net realized gain or loss on investments ..................     4,197,867
                                                                    -----------
Net change in unrealized loss on:
  Investments ...................................................   (23,388,378)
                                                                    -----------
      Net change in unrealized gain or loss on investments ......   (23,388,378)
                                                                    -----------
Net realized and change in unrealized loss ......................   (19,190,511)
                                                                    -----------
Net increase in net assets resulting from operations ............   $22,378,260
                                                                    ===========

See Notes to Financial Statements.



                                                                               7

<PAGE>

Statements of Changes in Net Assets 
================================================================================

                                                    Year Ended      Year Ended
                                                   December 31,    December 31,
                                                       1996           1995
                                                  -------------   -------------
Operations:
Net investment income ..........................  $  41,568,771   $  42,658,844
Net realized gain ..............................      4,197,867       5,548,431
Net change in unrealized gain (loss) ...........    (23,388,378)     53,970,465
                                                  -------------   -------------
   Net increase in net assets resulting
    from operations ............................     22,378,260     102,177,740
                                                  -------------   -------------
Distributions to Shareholders:
From net investment income .....................    (41,091,489)    (40,862,116)
                                                  -------------   -------------
   Decrease in net assets from
     distributions to shareholders .............    (41,091,489)    (40,862,116)
                                                  -------------   -------------
Share Transactions:
Proceeds from shares sold ......................     20,171,265      70,377,292
Net asset value of shares issued
  upon reinvestment of distributions ...........     41,016,709      40,782,267
Payments for shares redeemed ...................    (65,705,805)    (67,218,527)
                                                  -------------   -------------
   Net increase (decrease) in net assets
     from share transactions ...................     (4,517,831)     43,941,032
                                                  -------------   -------------
Change in net assets ...........................    (23,231,060)    105,256,656
Net assets:
Beginning of year ..............................    666,960,489     561,703,833
                                                  -------------   -------------
 End of year ....................................  $ 643,729,429   $ 666,960,489
                                                  =============   =============

End of year net assets includes undistributed
 (distributions in excess of)
  net investment income ........................  $   2,453,457   $    (116,781)
                                                  =============   =============
Share Transactions:
Number of shares sold ..........................      1,561,711       5,565,388
Number of shares issued upon reinvestment
  of distributions .............................      3,242,212       3,165,606
Number of shares redeemed ......................     (5,105,607)     (5,364,352)
                                                  -------------   -------------
   Net increase (decrease) .....................       (301,684)      3,366,642
                                                  =============   =============
 
See Notes to Financial Statements.



8

<PAGE>


Notes to Financial Statements
December 31, 1996 
================================================================================

1.  Summary of Significant Accounting Policies

Aetna Income Shares (the Fund) is registered under the Investment Company Act of
1940 as a diversified,  open-end management  investment company whose shares are
currently  sold to Aetna Life  Insurance  and Annuity  Company (the Company) for
allocation  to  certain  of its  variable  life/annuity  accounts  and to  other
shareholders  of the  Fund  only  through  reinvestment  of  distributions.  The
Company's  separate accounts and affiliates held 99.2% of the Fund's outstanding
shares at December 31, 1996. The investment objective of the Fund is to maximize
total  return,  consistent  with  reasonable  risk,  through  investments  in  a
diversified  portfolio  consisting  primarily  of debt  securities. 

The Company serves as Investment Adviser and principal  underwriter to the Fund.
It is an indirect  wholly-owned  subsidiary of Aetna Retirement Services,  Inc.,
which in turn is a wholly-owned subsidiary of Aetna, Inc.

The  accompanying  financial  statements  have been prepared in accordance  with
generally  accepted   accounting   principles.   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 Fund.

A.  Valuation  of  Investments 

Investments  are stated at market  values  based upon  closing  sales  prices as
reported on national securities exchanges or, for  over-the-counter  securities,
at the mean of the bid and asked prices. Short-term investments maturing in more
than sixty days for which market  quotations are readily available are valued at
current market value.  Short-term  investments  maturing in less than sixty days
are  valued  at  amortized  cost  which  when  combined  with  accrued  interest
approximates  market.  Securities for which market quotations are not considered
to be readily  available are valued in good faith using methods  approved by the
Board of Trustees.

B. Illiquid and Restricted Securities

Illiquid securities are securities that are not readily marketable. Disposing of
illiquid investments may involve time-consuming  negotiation and legal expenses,
and it may be difficult or  impossible  for the Fund to sell them promptly at an
acceptable  price.  Restricted  securities  are subject to legal or  contractual
restrictions on resale and may not be publicly sold without  registration  under
the Securities Act of 1933. The Fund may invest up to 15% of its total assets in
illiquid securities.  Illiquid and restricted securities are valued using market
quotations  when readily  available.  In the absence of market  quotations,  the
securities are valued based upon their fair value  determined  under  procedures
approved  by the  Board  of  Trustees.  The  Fund  will  not  pay the  costs  of
disposition of restricted securities other than ordinary brokerage fees, if any.


C. Delayed Delivery Transactions

The Fund may purchase or sell securities on a when-issued or forward  commitment
basis. The price of the underlying  securities and date when the securities will
be delivered and paid for are fixed at the time the  transaction  is negotiated.
The market  value of the  securities  purchased  or sold are  identified  in the
Fund's  portfolio of investments.  Losses may arise due to changes in the market
value of the  securities  or from the  inability of  counterparties  to meet the
terms of the contract.

D. Federal Income Taxes

As a qualified  regulated  investment  company,  the Fund is relieved of federal
income and excise taxes by distributing  its net taxable  investment  income and
capital  gains,  if any, in  compliance  with the  applicable  provisions of the
Internal Revenue Code.

E. Distributions

The Fund distributes all net investment income and net capital gains, if any, to
shareholders  annually.  Distributions  from net investment  income are based on
taxable net income.  Distributions  are recorded on the ex-dividend date. Income
and capital gain  distributions  are  determined in  accordance  with income tax
regulations  which may differ from  generally  accepted  accounting  principles.
These differences are primarily due to deferred losses on wash sales.


                                                                               9

<PAGE>

Notes to Financial Statements
December 31, 1996 (continued)
================================================================================
1.  Summary of Significant Accounting Policies (continued)

F.  Other

Investment  transactions  are  accounted  for on the day  following  trade-date,
except same day settlements which are accounted for on the trade date.  Interest
income is recorded on an accrual  basis.  Discounts  and premiums on  securities
purchased are amortized,  using an effective yield method,  over the life of the
respective  security.  Dividend  income  and stock  splits are  recorded  on the
ex-dividend  date.  Realized gains and losses from investment  transactions  are
determined on an identified cost basis.

2. Investment Advisory and Administrative Services Fees

For the period  January 1 through July 31, 1996,  the Fund paid the Company (its
investment  adviser) an investment advisory fee at an annual rate of one-quarter
of one  percent  (0.25%) of its  average  daily net  assets.  On June 17,  1996,
shareholders of the Fund approved a new Investment Advisory Agreement, effective
August 1, 1996,  which  provides  for an increase in the annual  advisory fee to
0.40% of average daily net assets of the Fund.

The Fund has entered into an administrative  services  agreement (the Agreement)
with the Company  whereby the Company is reimbursed  for a share of its overhead
related to managing the Fund. In addition,  the Company has been paying, and the
Fund had been  reimbursing  the  Company  for,  the Fund's  ordinary,  recurring
expenses  such as legal  fees,  trustees'  fees,  custodial  fees and  insurance
premiums.  Effective May 1, 1996,  the Agreement was modified to enable the Fund
to fix the  amount  of its  costs  and  expenses.  Under  the  terms  of the new
Agreement,  the Company will receive a fixed fee in exchange for  providing  the
services  described  above,  including  reimbursement of its overhead related to
managing the Fund. The new Agreement provides for the Company to receive a fixed
fee at an annual rate of 0.08% of average daily net assets of the Fund.

During  June,  the  shareholders  of the Fund  voted to  approve  a  subadvisory
agreement  (the  Subadvisory  Agreement)  among the Fund,  the  Company  and the
Company's  affiliate,  Aeltus Investment  Management,  Inc. (Aeltus).  Under the
terms of the  Subadvisory  Agreement,  Aeltus will  supervise the investment and
reinvestment of cash and securities and provide  certain related  administrative
services  for the  Fund in  exchange  for a fee to be paid by the  Company.  

The Subadvisory  Agreement provides that the Company will pay Aeltus a fee at an
annual rate of up to 0.25% of the average daily net assets of the Fund.  For the
period ended December 31, 1996, the Company paid Aeltus $651,877,  in accordance
with the terms of the Subadvisory Agreement.

3. Purchases and Sales of Investments

Purchases and sales of investment securities,  excluding short-term investments,
for the year  ended  December  31,  1996  were  $585,103,660  and  $525,102,772,
respectively.

4. Capital Loss Carryforward

At December 31, 1996,  for federal  income tax purposes,  the Fund had a capital
loss  carryforward  available  to  offset  future  long  term  capital  gains of
approximately $8,828,000, which expires in the year 2002.

5. Certain Reclassifications

In  accordance  with  Statement of Position  93-2,  the Fund made the  following
reclassifications to the Statement of Assets and Liabilities:

<TABLE>
<CAPTION>

                                         Undistributed Net         Accumulated Net Realized
                 Paid-in Capital         Investment Income        Gain (Loss) on Investments
              ---------------------- --------------------------- -----------------------------
<S>                <C>                       <C>                              <C>
                   (2,092,960)               2,092,956                        4

</TABLE>

These  reclassifications  have no impact on the net asset  value of the Fund and
are designed to present the Fund's capital accounts on a tax basis.



10

<PAGE>

================================================================================

Federal Tax Status of Dividends Declared During the Fiscal Year (Unaudited)

All of the income  dividends  paid by the Fund were ordinary  income for federal
income tax purposes.  The percentage of income  dividends  that were  qualifying
dividends for the corporate dividends received deduction were 0.07%.



                                                                              11

<PAGE>

Financial Highlights
================================================================================
Selected data for a fund share outstanding throughout each year:
 
<TABLE>
<CAPTION>

                                                                            Year Ended December 31,
                                                          1996           1995 +          1994 +          1993 +         1992 +
                                                      ------------    ------------    ------------    ------------    ------------
<S>                                                   <C>             <C>             <C>             <C>             <C>         
Net asset value per share, beginning of year .......  $     13.001    $     11.719    $     13.052    $     12.759    $     13.511
                                                      ------------    ------------    ------------    ------------    ------------
Income from investment operations:
 Net investment income .............................         0.844           0.885           0.791           0.854           0.949
 Net realized and unrealized gain (loss) ...........        (0.387)          1.237          (1.294)          0.365           0.039
                                                      ------------    ------------    ------------    ------------    ------------
    Total from investment operations ...............         0.457           2.122          (0.503)          1.219           0.988
                                                      ------------    ------------    ------------    ------------    ------------
Less distributions:
  From net investment income .......................        (0.835)         (0.840)         (0.830)         (0.852)         (1.070)
  From net realized gains on investments ...........          --              --              --            (0.074)         (0.670)
                                                      ------------    ------------    ------------    ------------    ------------
    Total distributions ............................        (0.835)         (0.840)         (0.830)         (0.926)         (1.740)
                                                      ------------    ------------    ------------    ------------    ------------
Net asset value per share, end of year .............  $     12.623    $     13.001    $     11.719    $     13.052    $     12.759
                                                      ============    ============    ============    ============    ============
Total return* ......................................          3.60%          18.24%          (3.80)%          9.68%           7.45%
Net assets, end of year (000's) ....................  $    643,729    $    666,960    $    561,704    $    641,429    $    530,880
Ratio of total expenses to average net assets ......          0.39%           0.32%           0.33%           0.31%           0.31%
Ratio of net investment income to average net assets          6.39%           6.97%           6.38%           6.47%           6.96%
Portfolio turnover rate ............................         96.41%         113.72%          74.24%          56.37%          94.26%

</TABLE>


* The total  return  percentage  does not reflect any separate  account  charges
under variable annuity contracts and life policies.

+ Per share data calculated using weighted average number of shares  outstanding
throughout the year.

See Notes to Financial Statements.


12

<PAGE>


                          Independent Auditors' Report

The Shareholders and Board of Trustees
Aetna Income Shares:

We have audited the  accompanying  statement of assets and  liabilities of Aetna
Income Shares (the Fund), including the portfolio of investments, as of December
31,  1996,  the  related  statement  of  operations  for the  year  then  ended,
statements of changes in net assets for each of the years in the two-year period
then ended,  and  financial  highlights  for each of the years in the  five-year
period then ended. These financial  statements and financial  highlights are the
responsibility  of the Fund's  management.  Our  responsibility is to express an
opinion on these  financial  statements  and financial  highlights  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  financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  Our  procedures  included  confirmation  of securities  owned as of
December 31, 1996, by  correspondence  with the custodian and brokers.  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 financial  highlights referred to
above present fairly, in all material respects,  the financial position of Aetna
Income  Shares as of December 31, 1996,  the results of its  operations  for the
year then  ended,  the  changes  in its net  assets for each of the years in the
two-year period then ended and financial highlights for each of the years in the
five-year  period then ended in conformity  with generally  accepted  accounting
principles.

                                          KPMG Peat Marwick LLP

Hartford, Connecticut
February 14, 1997



                                                                              13

<PAGE>



                         Special Meeting of Shareholders
                                   (Unaudited)

================================================================================


On June 17, 1996, a Special Shareholder Meeting was held. Shareholders of record
on April 30, 1996 were entitled to vote at the meeting.  The shareholders  voted
to elect nine  Trustees,  approve a subadvisory  agreement  among the Fund,  the
Company and Aeltus, and approve a new Investment  Advisory Agreement between the
Fund and the  Company.  In  addition,  shareholders  voted to amend  the  Fund's
Declaration  of  Trust  to  modify  the  Fund's  liability  and  indemnification
provisions.  Following is a brief  description  and the results of each vote. 

A. Election of Trustees

The following  individuals were elected to serve as Trustees for the Fund. Every
individual  named served as a Trustee of the Fund prior to this election.  There
are no other individuals currently serving as Trustees to the Fund.


<TABLE>
<CAPTION>

                            Votes Cast             Votes                                         Votes Cast             Votes
Trustee                         For               Withheld             Trustee                      For               Withheld
- -----------------------------------------------------------------      -------------------------------------------------------------
<S>                          <C>                 <C>                   <C>                        <C>                 <C>      
Morton Ehrlich               37,916,952          1,263,478             Sidney Koch                37,939,127          1,241,303
Maria T. Fighetti            37,799,689          1,380,741             Shaun P. Mathews           37,904,972          1,275,458
David L. Grove               37,623,553          1,556,877             Corine T. Norgaard         37,705,587          1,474,843
Timothy A. Holt              37,901,688          1,278,742             Richard G. Scheide         37,931,384          1,249,046
Daniel P. Kearney            37,872,659          1,307,771

</TABLE>


B.  Approval of Subadvisory Agreement

The  shareholders  of the Fund voted to  approve a  Subadvisory  Agreement  with
Aeltus.  (See Note 2 of Notes to Financial  Statements  for a description of the
services provided and the compensation  arrangement  defined by the terms of the
agreement.)

Results of the vote were:

                 Votes Cast            Votes Cast
                    For                 Against            Abstentions
           ----------------------- ------------------- --------------------
                  34,324,420            3,117,166           1,738,844


C.  Approval of New Investment Advisory Agreement

Shareholders  of the Fund voted to approve a new Investment  Advisory  Agreement
(the Agreement)  between the Fund and the Company.  The Agreement was updated in
the  following  respects:  the  language  was  simplified  where  possible;  the
liability  provisions  made it clear that the  Company is liable to the Fund for
the Company's negligence, and it expanded the Company's ability to use brokerage
commissions to pay Fund expenses. 

Additionally  shareholders  of the Fund voted to increase the annual  investment
advisory  fee from 0.25% of average  daily net assets to 0.40% of average  daily
net assets for the Fund.

Results of the vote were:

                Votes Cast            Votes Cast
                   For                 Against            Abstentions
           ----------------------- ------------------- --------------------
                 32,469,944           4,960,684            1,749,802

D.  Amendment to Fund's Declaration of Trust

Shareholders of the Fund,  voted to delete and restate  certain  articles in the
Fund's Declaration of Trust related to the liability of Trustees to the Fund and
the  indemnification  by the  Fund of  Trustees  and  officers  for  liabilities
incurred  while  acting as  Trustees  of the Fund.  The  primary  purpose of the
amendment  is to allow a Fund to advance  costs to a Trustee if that  Trustee is
named in an action for which the Fund would ultimately be obligated to indemnify
the Trustee  without the Trustee being required to post  collateral.  Results of
the vote were:

                 Votes Cast            Votes Cast
                    For                 Against            Abstentions
           ----------------------- ------------------- --------------------
                  34,236,869           2,960,541            1,983,020


14



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