AETNA VARIABLE ENCORE FUND INC
485APOS, 1996-06-12
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As filed with the Securities and Exchange                   File No. 33-41694
Commission on June 12, 1996                                  File No. 811-6352

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM N-1A

- --------------------------------------------------------------------------------
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                         Post-Effective Amendment No. 13

                                     and/or

         REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

                                Amendment No. 20

                             AETNA SERIES FUND, INC.
                             -----------------------
               (Exact Name of Registrant as Specified in Charter)

             151 Farmington Avenue RE4C, Hartford, Connecticut 06156
             -------------------------------------------------------
                    (Address of Principal Executive Offices)
                                 (860) 273-7834
              (Registrant's Telephone Number, including Area Code)

                            Susan E. Bryant, Counsel
                    Aetna Life Insurance and Annuity Company
             151 Farmington Avenue RE4C, Hartford, Connecticut 06156
             -------------------------------------------------------
                     (Name and Address of Agent for Service)

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

It is proposed that this filing will become effective (Check appropriate space):

   ______   immediately upon filing pursuant to paragraph (b) of Rule 485
   ______   on _______________________ pursuant to paragraph (b) of Rule 485
   ___X__   60 days after filing pursuant to paragraph (a)(1) of Rule 485
   ______   on _______________________ pursuant to paragraph (a)(1) of Rule 485
   ______   75 days after filing pursuant to paragraph (a)(2) of Rule 485
   ______   on _______________________ pursuant to paragraph (a)(2) of Rule 485

       Aetna Series Fund, Inc., has registered an indefinite number of its
    securities under the Securities Act of 1933 pursuant to Rule 24f-2 of the
   Investment Company Act of 1940. The Registrant filed its Rule 24f-2 Notice
        for its fiscal year ended October 31, 1995 on December 29, 1995.

<PAGE>
                             AETNA SERIES FUND, INC.


                              Cross-Reference Sheet

<TABLE>
Part A - Prospectus
<S>   <C>                            <C>  

1.    Cover Page                     Cover Page, and as amended on August 12,1996
2.    Synopsis                       Fee Tables
                                     Highlights, and as amended on August 12,1996
3.    Condensed Financial            Financial Highlights
       Information
4.    General Description of         Description of the Funds, and as amended
       Registrant                     on August 12, 1996
                                     Risk Factors and Other Considerations
                                     Investment Restrictions
                                     General Information, and as amended on
                                      August 12, 1996
5.    Management of the Fund         Management of the Funds, and as
                                      amended on August 12, 1996
                                     Portfolio Management
5A.   Management's Discussion of     Financial Highlights - Incorporated by
       Fund Performance               Reference   to the Annual Report
6.    Capital Stock and Other        General Information, and as amended on
       Securities                     August 12, 1996
                                     Shareholder Services
                                     Fund Distributions
                                      Taxes
7.    Purchase of Securities Being   Shareholder Services
      Offered                        Management of the Funds, and as amended
                                      on August 12, 1996
                                     Net Asset Value
                                     Fees and Charges (Adviser Class
                                     Prospectus only)
8.    Redemption or Repurchase       Shareholder Services
                                     Fees and Charges (Adviser Class
                                     Prospectus only)
9.    Pending Legal Proceedings      None - Not applicable

Part B - Statement of Additional
         Information

10.   Cover Page                     Cover Page, and as amended on August 12, 1996
11.   Table of Contents              Table of Contents
12.   General Information and        General Information and History, and as
      History                        amended on August 12,1996
13.   Investment Objectives and      Additional Investment Restrictions and
      Policies                       Policies of the Funds
                                     Description of Various Securities and
                                     Investment Techniques
14.   Management of the Funds        Directors and Officers of the Company,
                                     and as amended on August 12, 1996
15.   Control Persons and Principal  Control Persons and Principal Holders of
      Holders of Securities           the Funds, and as amended on August 12, 1996
16.   Investment Advisory and Other  The Investment Advisory Contract, and as
      Services                        amended on August 12, 1996
                                     Sub-Advisory Agreements, and as amended on
                                      August 12, 1996
                                     The Administrative Services Agreement
                                     Distribution Arrangements
                                     Custodian
                                     Independent Auditors
                                     License Agreement, Supplement dated
                                      August 12, 1996
17.   Brokerage Allocation and       Brokerage Allocation
       Other Practices
18.   Capital Stock and Other        Description of Shares
       Securities
19.   Purchase, Redemption and       Sale and Redemption of Shares
       Pricing of Securities Being   Net Asset Value
       Offered
                                     Distribution Arrangements
20.   Tax Status                     Tax Status
21.   Underwriters                   Principal Underwriter
                                     Distribution Arrangements
22.   Calculation of Performance     Performance Information
       Data
23.   Financial Statements           Financial Statements
</TABLE>

<PAGE>

                                  PARTS A AND B
                                  -------------


The Prospectus and the Statement of Additional Information are incorporated into
Part A and Part B of this Post-Effective Amendment No. 13, respectively, by
reference to Post-Effective Amendment No. 12 to the Registration Statement on
Form N-1A (File No. 33-41694), as filed electronically on February 29, 1996.




<PAGE>
                                  Adviser Class

                             AETNA SERIES FUND, INC.

                         Supplement dated August 12, 1996
                        to Prospectus dated March 1, 1996

The information in this supplement updates and amends the information contained
in the Prospectus dated March 1, 1996 (the "Prospectus") and should be read with
that Prospectus. Capitalized terms are defined in the Prospectus.

      The following replaces the subsection  entitled "Aetna Bond Fund" on the
      cover of the Prospectus:

Aetna Bond Fund seeks to provide as high a level of total return (i.e., income
and capital appreciation) as is consistent with reasonable risk, primarily
through investment in a diversified portfolio of investment grade corporate
bonds and securities issued or guaranteed by the U.S. Government, its agencies
or instrumentalities.

      The following should be added at the end of the subsection "What Funds are
      Offered?" on page 4 of the Prospectus:

The Company is soliciting a proxy from shareholders of the Asian Growth Fund to
approve a Plan of Reorganization and Liquidation whereby the assets of the Asian
Growth Fund would be transferred to the International Growth Fund and the Asian
Growth Fund would be liquidated. Shareholders of the Asian Growth Fund would
receive shares of the International Growth Fund. If the Plan is approved, the
reorganization is expected to occur on approximately September 28, 1996 or as
soon after that date as the reorganization can reasonably be accomplished.

      The following  replaces the  subsection  entitled "Who is the Investment
      Adviser?" on page 5 of the Prospectus:

Who is Managing the Funds? Aetna Life Insurance and Annuity Company ("ALIAC" or
the "Investment Adviser"), serves as the investment adviser for each of the
Funds. Aeltus Investment Management, Inc. (Aeltus) has been serving as the
subadviser to the Growth Fund and the Small Company Growth Fund since their
inception. Aeltus was named the subadviser of all the other Funds issued by the
Company effective August 1, 1996 when ALIAC merged its investment management
operations into those of its affiliate, Aeltus. ALIAC and Aeltus are both
indirect wholly owned subsidiaries of Aetna Retirement Services, Inc., which is
in turn a wholly owned subsidiary of Aetna Life and Casualty Company.

      The following replaces the subsection entitled "Investment Objective" and
      the first two sentences of the subsection entitled "Investment Policy"
      under the Section "Aetna Bond Fund" on page 15 of the Prospectus:

Investment Objective. The Bond Fund seeks to provide as high a level of total
return (i.e., income and capital appreciation) as is consistent with reasonable
risk, primarily through investment in a diversified portfolio of investment
grade corporate bonds and securities issued or guaranteed by the U.S.
Government, its agencies or instrumentalities.

Investment Policies. The Bond Fund will normally invest at least 65% of its
total assets in high-quality corporate bonds, mortgage-related and other
asset-backed and debt securities, and securities issued or guaranteed by the
U.S. Government, its agencies or instrumentalities. "High quality securities"
are securities rated AA or above by Standard & Poor's, Aa or above by Moody's,
or similarly rated by other nationally recognized statistical rating
organizations, or securities considered to be of comparable quality.

Form XSERADV.2                     Page 1                            August 1996

<PAGE>

      The  following  replaces the first three  paragraphs  of the  subsection
      entitled "Investment Adviser" on page 35 of the Prospectus:

Investment Adviser. ALIAC, the Investment Adviser for each Fund, is a
Connecticut corporation with its principal offices located at 151 Farmington
Avenue, Hartford, Connecticut 06156. ALIAC is registered with the Commission as
an investment adviser and is responsible for managing over $22 billion in assets
including those held by the Funds. ALIAC has entered into an investment advisory
agreement with each Fund which provides that ALIAC is responsible for managing
the investments of each Fund and for providing all necessary facilities and
personnel costs to conduct such activities.

      The following replaces the subsection entitled  "Subadviser" on pages 36
      and 37 of the Prospectus:

Subadviser. ALIAC, the Company and Aeltus have entered into a subadvisory
agreement appointing Aeltus as the subadviser for each Fund (the "Subadvisory
Agreement"). Aeltus is a Connecticut corporation with its principal offices
located at 242 Trumbull Street, Hartford, Connecticut 06156. Aeltus is
registered as an investment adviser with the Commission. Under the Subadvisory
Agreement, Aeltus is responsible for managing the assets of each Fund in
accordance with each Fund's investment objective and policies, subject to the
supervision of ALIAC, the Company and the Company's Directors. Aeltus determines
what securities and other instruments are purchased and sold by each Fund and
handles certain related accounting and administrative functions, including
determining each Fund's net asset value on a daily basis and preparing and
providing such reports, data and information as ALIAC or the Directors request
from time to time.

Aeltus has been the subadviser for the Aetna Growth Fund and the Small Company
Fund since their inception, and became the subadviser for the remaining Funds on
August 1, 1996 when ALIAC merged its investment management operations with those
of Aeltus.

ALIAC has overall responsibility for monitoring the investment program
maintained by the subadviser for compliance with applicable laws and
regulations, and each Fund's investment objectives and policies.

All of the investment personnel of ALIAC, including those listed in the
Prospectus under Portfolio Management, assumed positions with Aeltus as of
August 1, 1996 comparable to those they held with ALIAC and continue to provide
investment services to the Funds through Aeltus.

Form XSERADV.2                     Page 2                            August 1996

<PAGE>


      The following  replaces the first  paragraph of the subsection  entitled
      "Administrator" on page 37 of the Prospectus:

Administrator. ALIAC acts as administrator for each Fund and has responsibility
for all administrative and internal accounting and reporting services, oversight
of relationships with third party service providers such as the transfer agent
and custodian, shareholder communications and reporting for each Fund. As
administrator, ALIAC will oversee the calculation of net asset values and other
financial reports prepared by the subadviser for the Funds.

      The following replaces the subsection  entitled "Capital Stock" on pages
      42 and 43 of the Prospectus:

Capital Stock The Articles currently authorize the issuance of 4.8 billion
shares of capital stock of the Company. All shares are nonassessable,
transferable and redeemable. There are no preemptive rights.

As of May 31, 1996, the following shares of the Company were owned by ALIAC and
its affiliates:
                                                         ALIAC
                                               Adviser             Select
                                               -------             ------
Money Market Fund                                    0          40,087,391
Government Fund                                      0           1,125,002
Bond Fund                                            0             451,385
The Aetna Fund                                       0              27,675
Growth and Income Fund                               0              81,438
Growth Fund                                          0             254,597
Small Company Growth Fund                            0           2,365,999
International Growth Fund                    1,762,533              36,268
Asian Growth Fund                                    0             562,505
Aetna Ascent                                         0           1,995,349
Aetna Crossroads                                     0           1,966,396
Aetna Legacy                                         0           1,937,406

                                              Aetna Life Insurance Company
                                               Adviser             Select
                                               -------             ------
Money Market Fund                                    0           3,538,193
Asian Growth Fund                                    0           2,066,778

      ALIAC and its affiliates may make additional investments into the Funds.

Form XSERADV.2                     Page 3                            August 1996

<PAGE>


                                  Select Class

                             AETNA SERIES FUND, INC.

                         Supplement dated August 12, 1996
                        to Prospectus dated March 1, 1996

The information in this supplement updates and amends the information contained
in the Prospectus dated March 1, 1996 (the "Prospectus") and should be read with
that Prospectus. Capitalized terms are defined in the Prospectus.

      The following replaces the subsection  entitled "Aetna Bond Fund" on the
      cover of the Prospectus:

Aetna Bond Fund seeks to provide as high a level of total return (i.e., income
and capital appreciation) as is consistent with reasonable risk, primarily
through investment in a diversified portfolio of investment grade corporate
bonds and securities issued or guaranteed by the U.S. Government, its agencies
or instrumentalities.

      The following should be added at the end of the subsection "What Funds are
      Offered?" on page 4 of the Prospectus:

The Company is soliciting a proxy from shareholders of the Asian Growth Fund to
approve a Plan of Reorganization and Liquidation whereby the assets of the Asian
Growth Fund would be transferred to the International Growth Fund and the Asian
Growth Fund would be liquidated. Shareholders of the Asian Growth Fund would
receive shares of the International Growth Fund. If the Plan is approved, the
reorganization is expected to occur on approximately September 28, 1996 or as
soon after that date as the reorganization can reasonably be accomplished.

      The following  replaces the  subsection  entitled "Who is the Investment
      Adviser?" on pages 5 and 6 of the Prospectus:

Who is Managing the Funds? Aetna Life Insurance and Annuity Company ("ALIAC" or
the "Investment Adviser"), serves as the investment adviser for each of the
Funds. Aeltus Investment Management, Inc. (Aeltus) has been serving as the
subadviser to the Growth Fund and the Small Company Growth Fund since their
inception. Aeltus was named the subadviser of all the other Funds issued by the
Company effective August 1, 1996 when ALIAC merged its investment management
operations into those of its affiliate, Aeltus. ALIAC and Aeltus are both
indirect wholly owned subsidiaries of Aetna Retirement Services, Inc., which is
in turn a wholly owned subsidiary of Aetna Life and Casualty Company.

      The following replaces the subsection entitled "Investment Objective" and
      the first two sentences of the subsection entitled "Investment Policy"
      under the Section "Aetna Bond Fund" on pages 17 and 18 of the Prospectus:

Investment Objective. The Bond Fund seeks to provide as high a level of total
return (i.e., income and capital appreciation) as is consistent with reasonable
risk, primarily through investment in a diversified portfolio of investment
grade corporate bonds and securities issued or guaranteed by the U.S.
Government, its agencies or instrumentalities.

Investment Policies. The Bond Fund will normally invest at least 65% of its
total assets in high-quality corporate bonds, mortgage-related and other
asset-backed and debt securities, and securities issued or guaranteed by the
U.S. Government, its agencies or instrumentalities. "High quality securities"
are securities rated AA or above by Standard & Poor's, Aa or above by Moody's,
or similarly rated by other nationally recognized statistical rating
organizations, or securities considered to be of comparable quality.

Form XSERSEL.2                     Page 1                            August 1996

<PAGE>

      The  following  replaces the first three  paragraphs  of the  subsection
      entitled "Investment Adviser" on pages 35 and 36 of the Prospectus:

Investment Adviser. ALIAC, the Investment Adviser for each Fund, is a
Connecticut corporation with its principal offices located at 151 Farmington
Avenue, Hartford, Connecticut 06156. ALIAC is registered with the Commission as
an investment adviser and is responsible for managing over $22 billion in assets
including those held by the Funds. ALIAC has entered into an investment advisory
agreement with each Fund which provides that ALIAC is responsible for managing
the investments of each Fund and for providing all necessary facilities and
personnel costs to conduct such activities.

      The following replaces the subsection  entitled  "Subadviser" on page 37
      of the Prospectus:

Subadviser. ALIAC, the Company and Aeltus have entered into a subadvisory
agreement appointing Aeltus as the subadviser for each Fund (the "Subadvisory
Agreement"). Aeltus is a Connecticut corporation with its principal offices
located at 242 Trumbull Street, Hartford, Connecticut 06156. Aeltus is
registered as an investment adviser with the Commission. Under the Subadvisory
Agreement, Aeltus is responsible for managing the assets of each Fund in
accordance with each Fund's investment objective and policies, subject to the
supervision of ALIAC, the Company and the Company's Directors. Aeltus determines
what securities and other instruments are purchased and sold by each Fund and
handles certain related accounting and administrative functions, including
determining each Fund's net asset value on a daily basis and preparing and
providing such reports, data and information as ALIAC or the Directors request
from time to time.

Aeltus has been the subadviser for the Aetna Growth Fund and the Small Company
Fund since their inception, and became the subadviser for the remaining Funds on
August 1, 1996 when ALIAC merged its investment management operations with those
of Aeltus.

ALIAC has overall responsibility for monitoring the investment program
maintained by the subadviser for compliance with applicable laws and
regulations, and each Fund's investment objectives and policies.

All of the investment personnel of ALIAC, including those listed in the
Prospectus under Portfolio Management, assumed positions with Aeltus as of
August 1, 1996 comparable to those they held with ALIAC and continue to provide
investment services to the Funds through Aeltus.

Form XSERSEL.2                     Page 2                            August 1996

<PAGE>


      The following  replaces the first  paragraph of the subsection  entitled
      "Administrator" on page 38 of the Prospectus:

Administrator. ALIAC acts as administrator for each Fund and has responsibility
for all administrative and internal accounting and reporting services, oversight
of relationships with third party service providers such as the transfer agent
and custodian, shareholder communications and reporting for each Fund. As
administrator, ALIAC will oversee the calculation of net asset values and other
financial reports prepared by the subadviser for the Funds.

      The following  replaces the subsection  entitled "Capital Stock" on page
      43 of the Prospectus:

Capital Stock The Articles currently authorize the issuance of 4.8 billion
shares of capital stock of the Company. All shares are nonassessable,
transferable and redeemable. There are no preemptive rights.

As of May 31, 1996, the following shares of the Company were owned by ALIAC and
its affiliates:
                                                         ALIAC
                                               Select             Adviser
                                               ------             -------
Money Market Fund                           40,087,391                  0
Government Fund                              1,125,002                  0
Bond Fund                                      451,385                  0
The Aetna Fund                                  27,675                  0
Growth and Income Fund                          81,438                  0
Growth Fund                                    254,597                  0
Small Company Growth Fund                    2,365,999                  0
International Growth Fund                       36,268          1,762,533
Asian Growth Fund                              562,505                  0
Aetna Ascent                                 1,995,349                  0
Aetna Crossroads                             1,966,396                  0
Aetna Legacy                                 1,937,406                  0

                                              Aetna Life Insurance Company
                                               Select             Adviser
                                               ------             -------
Money Market Fund                            3,538,193                  0
Asian Growth Fund                            2,066,778                  0

      ALIAC and its affiliates may make additional investments into the Funds.

Form XSERSEL.2                     Page 3                            August 1996

<PAGE>


                             AETNA SERIES FUND, INC.

                         Supplement dated August 12, 1996
          to Statement of Additional Information dated March 1, 1996

The information in this supplement updates and amends the information contained
in the Statement of Additional Information dated March 1, 1996 (the "Statement")
and should be read with that Statement. Capitalized terms are defined in the
Statement or in the Prospectus.

    The following  replaces the section  "General  Information and History" on
   page 2 of the Statement:

Aetna Series Fund, Inc., (Company) is an open-end, management, investment
company which currently offers twelve different series, each representing a
diversified portfolio of investments with different investment objectives,
policies and restrictions (Funds). The following Funds are described in this
Statement:

    1.  Aetna Money Market Fund

    2.  Aetna Government fund

    3.  Aetna Bond Fund

    4.  The Aetna Fund

    5.  Aetna Growth and Income Fund

    6.  Aetna Growth Fund

    7.  Aetna Small Company Growth fund

    8.  Aetna International Fund

    9.  Aetna Asian Growth fun

    The investment objectives and general investment policies of each Fund are
described in the Prospectus, as supplemented.


    The following replaces the chart on pages 13 and 14 of the Statement:

- --------------------------------------------------------------------------------
                                      Principal Occupation During Past Five
                        Position(s)   Years (and Positions held with Affiliated
Name, Address and Age   Held          Persons or Principal Underwriters of the
                        with          Registrant)
                        Registrant
- --------------------------------------------------------------------------------
Shaun P. Mathews *      Director and  Vice President/Senior Vice President,
151 Farmington Avenue   President     ALIAC, March 1991 to present and Vice
Hartford, Connecticut                 President, Aetna Life Insurance Company,
Age 40                                1991 to present.  Director and
                                      President, Aetna Investment Services,
                                      Inc.; and Director and Vice President,
                                      Aetna Insurance Company of America.
- --------------------------------------------------------------------------------

Form XSERIES.1(S)                 Page 1                            August 1996

<PAGE>



- --------------------------------------------------------------------------------
Wayne F. Baltzer        Vice          Assistant Vice President, ALIAC, May
151 Farmington Avenue   President     1991 to present; Vice President, Aetna
Hartford, Connecticut                 Investment Services, Inc.
Age 52
- --------------------------------------------------------------------------------
Martin T. Conroy        Vice          Assistant Treasurer, ALIAC, October 1991
151 Farmington Avenue   President     to present; Executive Vice President and
Hartford, Connecticut                 Director of Fund Accounting, The Boston
Age 56                                Company, Inc., June 1988 to October 1991.
- --------------------------------------------------------------------------------
J. Scott Fox            Vice          Director, Chief Operating Officer, Chief
151 Farmington Avenue   President     Financial Officer and Treasurer, Aeltus
Hartford, Connecticut   and Treasurer Investment Management, Inc. (Aeltus),
Age 41                                April 1994 to present; Managing Director
                                      and Treasurer, Equitable Capital
                                      Management Corp., March 1987 to
                                      September 1993.  Director and Chief
                                      Financial Officer, Aeltus Capital, Inc.
                                      and Aeltus Trust Company Inc.; Director,
                                      President and Chief Executive Officer,
                                      Aetna Investment Management, (Bermuda)
                                      Holding, Ltd.
- --------------------------------------------------------------------------------
Susan E. Bryant         Secretary     Counsel, Aetna Life and Casualty
151 Farmington Avenue                 Company, March 1993 to present; General
Hartford, Connecticut                 Counsel and Corporate Secretary, First
Age 48                                Investors Corporation, April 1991 to
                                      March 1993.  Secretary, Aetna Investment
                                      Services, Inc. and Vice President and
                                      Senior Counsel, Aetna Financial
                                      Services, Inc.
- --------------------------------------------------------------------------------
Morton Ehrlich          Director      Chairman and Chief Executive Officer,
1000 Venetian Way                     Integrated Management Corp. (an
Miami, Florida                        entrepreneurial company) and Universal
Age 61                                Research Technologies, 1992 to present;
                                      Director and Chairman, Audit Committee,
                                      National Bureau of Economic Research,
                                      1985 to 1992; President, LIFECO, Travel
                                      Services Corp., October 1988 to December
                                      1991.
- --------------------------------------------------------------------------------
Maria T. Fighetti       Director      Manager/Attorney, Health Services, New
325 Piermont Road                     York City Department of Mental Health,
Closter, New Jersey                   Mental Retardation and Alcohol Services,
Age 52                                1973 to present.
- --------------------------------------------------------------------------------
David L. Grove          Director      Private Investor; Economic/Financial
5 The Knoll                           Consultant, December 1985 to present.
Armonk, New York
Age 78
- --------------------------------------------------------------------------------
Timothy A. Holt*        Director      Director, Senior Vice President and
151 Farmington Avenue                 Chief Financial Officer, ALIAC, February
Hartford, Connecticut                 1996 to present;  Vice President,
Age 43                                Portfolio Management/Investment Group,
                                      Aetna Life and Casualty Company, June
                                      1991 to February 1996. Director, Aetna
                                      Retirement Holdings, Inc.
- --------------------------------------------------------------------------------
Daniel P. Kearney*      Director      Director, President, and Chief Executive
151 Farmington Avenue                 Officer, ALIAC, December 1993 to
Hartford, Connecticut                 present; Group Executive/Executive Vice
Age 56                                President, Aetna Life and Casualty
                                      Company, 1991 to present. Director,
                                      Aetna Investment Services, Inc and Aetna
                                      Insurance Company of America.
- --------------------------------------------------------------------------------
Sidney Koch             Director      Financial Adviser, self-employed,
455 East 86th Street                  January 1993 to present; Senior Adviser,
New York, New York                    Daiwa Securities America, Inc., January
Age 61                                1992 to January 1993; Executive Vice
                                      President, Member of Executive Committee,
                                      Daiwa Securities America, Inc., January
                                      1986 to January 1992.
- --------------------------------------------------------------------------------

Form XSERIES.1(S)                 Page 2                            August 1996

<PAGE>

- --------------------------------------------------------------------------------
Corine T. Norgaard**    Director,     Professor, Accounting and Dean of the
School of Management    Chair         School of Management, Binghamton
Binghamton University   Audit         University, (Binghamton, NY), August
Binghamton, New York    Committee     1993 to present; Professor, Accounting,
Age 58                  and Contract  University of Connecticut, (Storrs,
                        Committee     Connecticut), September 1969 to June 1993;
                                      Director, The Advest Group (holding
                                      company for brokerage firm).
- --------------------------------------------------------------------------------
Richard G. Scheide      Director      Trust and Private Banking Consultant,
11 Lily Street                        David Ross Palmer Consultants, July 1991
Nantucket,                            to present; Executive Vice President and
Massachusetts                         Manager, Bank of New England, N.A., June
Age 66                                1976 to July 1991.
- --------------------------------------------------------------------------------

*  Interested  persons as defined in the Investment  Company Act of 1940 (1940
   Act).
** Dr. Norgaard is a director of a holding company that has as a subsidiary a
   broker-dealer that sells variable annuity contracts and variable life
   policies for ALIAC. Mutual funds that are part of the same fund complex as
   the Company are offered as investment options under these contracts. Dr.
   Norgaard's position as a director of the holding company may cause her to be
   an "interested person" for purposes of the 1940 Act.

    The following replaces the section entitled "Control Persons and Principal
   Holders of the Funds" on page 15 of the Statement:

As of May 31, 1996, for the Select Class shares, ALIAC owned 40,087,391 (13.61%)
Select Class shares of the Money Market Fund; 1,125,002 (88.37%) Select Class
shares of the Government Fund; 451,385 (12.61%) Select Class shares of the Bond
Fund; 27,625 (0.42%) Select Class shares of The Aetna Fund; 81,438 (0.30%)
Select Class shares of the Growth and Income Fund; 254,597 (8.81%) Select Class
shares of the Growth Fund; 2,365,999 (93.45%) Select Class shares of the Small
Company Growth Fund; 36,268 (2.11%) Select Class shares of the International
Growth Fund; and 562,505 (20.86%) Select Class shares of the Asian Growth Fund.
In addition, Aetna Life Insurance Company (ALIC) owned 3,538,193 (1.20%) Select
Class shares of the Money Market Fund; and 2,066,778 (76.64%) Select Class
shares of the Asian Growth Fund.

As of May 31, 1996, for the Adviser Class shares, ALIAC owned 1,762,533 (94.13%)
Adviser Class shares of the International Growth Fund.

As of May 31, 1996, officers and Directors owned less than 1% of all the
outstanding shares of any of the Funds.

    The following  replaces the first two  paragraphs in the section  entitled
   "The Investment  Advisory Contract" on page 15 of the Statement and on page
   17,  the last two paragraphs of that section are deleted:

                         INVESTMENT ADVISORY AGREEMENTS

The Company, on behalf of each Fund, has entered into investment advisory
agreements (Advisory Agreements) appointing ALIAC as the Investment Adviser of
each Fund. These Advisory Agreements were adopted by the Board of Directors in
February 1996 and approved by the shareholders in July 1996. Each Advisory
Agreement is effective through December 31, 1997. The Advisory Agreements will
remain in effect thereafter if approved at least annually by a majority of the
Directors, including a majority of the Directors who are not "interested
persons" of the Fund, at a meeting, called for that purpose, and held in person.
Each Advisory Agreement may be terminated without penalty at any time by the
Directors or by a majority vote of the outstanding voting securities of that
Fund. They may be terminated on sixty days' written notice by ALIAC. The

Form XSERIES.1(S)                 Page 3                            August 1996
<PAGE>

Advisory Agreements terminate automatically in the event of assignment. The
Advisory Agreements replace investment advisory agreements with ALIAC that were
approved by shareholders in April 1994. Under the Advisory Agreements and
subject to the direction of the Board of Directors of the Company, ALIAC has
responsibility for supervising all aspects of the operations of each Fund
including the selection, purchase and sale of securities on behalf of each Fund,
the calculation of net asset values and the preparation of financial and other
reports as requested by the Board. Under the Advisory Agreements, ALIAC is given
the right to delegate any or all of its obligations to a subadviser.

The Advisory Agreements provide that ALIAC is responsible for payment of all
costs of its personnel, its overhead and of its employees who also serve as
officers or Directors of the Company and each Fund is responsible for payment of
all other of its costs.

*  The following replaces the section entitled  "Sub-Advisory  Agreements" on
   pages 17 and 18 of the Statement:

                             SUBADVISORY AGREEMENTS


ALIAC and the Company, on behalf of each Fund, except for Asian Growth Fund,
have entered into subadvisory agreements ("Subadvisory Agreements") with Aeltus
Investment Management, Inc. (Aeltus) effective August 1, 1996. These Subadvisory
Agreements were adopted by the Board of Directors in February 1996 and approved
by the shareholders in July 1996. Each Subadvisory Agreement will be effective
through December 31, 1997. The Subadvisory Agreements will remain in effect
thereafter if approved at least annually by a majority of the Directors,
including a majority of the Directors who are not "interested persons" of the
Company, at a meeting, called for that purpose, and held in person. The
Subadvisory Agreements may be terminated without penalty at any time by the
Directors or by a majority of the outstanding voting securities of the Fund or
they may be terminated on sixty days' written notice by the Adviser, the Company
or the Subadviser. The Subadvisory Agreements terminate automatically in the
event of their assignment.

For Aetna Small Company Fund and Aetna Growth Fund, the Subadvisory Agreements
replace subadvisory agreements with Aeltus that had been approved by
shareholders in 1994. Those agreements were substantially the same as the new
agreements. Under both the old and the new Subadvisory Agreements, Aeltus is
responsible for managing the assets of each Fund in accordance with its
investment objectives and policies, subject to the supervision of ALIAC, the
Company and the Directors, and for preparing and providing accounting and
financial information as requested by the Adviser and the Directors. The
Subadviser pays the salaries, employment benefits and other related costs of its
personnel.

For its services, ALIAC has agreed to pay the Subadviser a monthly fee at an
annual rate based on the average daily net assets of each Fund as follows. This
fee is not charged to the Company but is paid by ALIAC out of its investment
advisory fees.

     Money Market Fund                          Government Fund
Fee               Assets                   Fee            Assets
- ---               ------                   ---            ------
0.30%            On first $500 million     0.35%         On first $250 million
0.265%           On next $500 million      0.335%        On next $250 million
0.255%           On next $1 billion        0.315%        On next $250 million
0.25%            On next $1 billion        0.30%         On next $1.25 billion
0.225%           Over $3 billion           0.28%         Over $2 billion

Form XSERIES.1(S)                 Page 4                            August 1996

<PAGE>

       Bond Fund                                  The Aetna Fund
Fee               Assets                   Fee            Assets
- ---               ------                   ---            ------
0.35%            On first $250 million     0.50%         On first $500 million
0.335%           On next $250 million      0.47%         On next $500 million
0.315%           On next $250 million      0.44%         On next $1 billion
0.30%            On next $1.25 billion     0.41%         Over $2 billion
0.28%            Over $2 billion

     Growth and Income Fund                     Growth Fund
Fee               Assets                   Fee            Assets
- ---               ------                   ---            ------
0.45%            On first $250 million     0.45%         On first $250 million
0.42%            On next $250 million      0.42%         On next $250 million
0.405%           On next $250 million      0.405%        On next $250 million
0.39%            On next $1.25 billion     0.39%         On next $1.25 billion
0.355%           Over $2 billion           0.355%        Over $2 billion

     Small Company Growth Fund                  International Growth Fund
Fee               Assets                   Fee            Assets
- ---               ------                   ---            ------
0.55%            On first $250 million     0.55%         On first $250 million
0.52%            On next $250 million      0.52%         On next $250 million
0.505%           On next $250 million      0.505%        On next $250 million
0.49%            On next $1.25 billion     0.49%         On next $1.25 billion
0.47%            Over $2 billion           0.455%        Over $2 billion

ALIAC, as the Investment Adviser, retains overall responsibility for monitoring
the investment program maintained by Aeltus for compliance with applicable laws
and regulations and each Fund's investment objectives and policies.

*  The following new section is added at the end of the section "The
   Administrative Services Agreement" on page 18 of the Statement:

                                LICENSE AGREEMENT

The Company uses the service mark of each Fund and the name "Aetna" with the
permission of Aetna Life and Casualty Company granted under a License Agreement.
The continued use is subject to the right of Aetna Life and Casualty Company to
withdraw this permission in the event ALIAC or another subsidiary or affiliated
corporation of Aetna Life and Casualty Company should not be the investment
adviser of the Funds.


Form XSERIES.1(S)                 Page 5                            August 1996

<PAGE>



                                     PART C

                                OTHER INFORMATION
                                -----------------

Item 24.  Financial Statements and Exhibits
- -------------------------------------------

     (a)   Financial Statements:
           (1)  Included in Part A:
               Financial Highlights
           (2) Included in Part B:
                  Audited financial statements as of October 31, 1995, which
               include the following:
                     Portfolios of Investments
                     Statements of Assets and Liabilities as of October 31, 1995
                     Statements of Operations for the year ended October 31,1995
                     Statements of Changes in Net Assets for the year ended
               October 31, 1995 and the ten-month period ended October 31, 1994
                     Notes to Financial Statements
                     Independent Auditors' Report

      (b)   Exhibits:
            (1)      Articles of Incorporation, including Articles 
                     Supplementary(1)
            (2)      By-laws (as amended September 13, 1994)(1)
            (3)      Not applicable
            (4)      Instruments Defining Rights of Holders (set forth in the
                     Articles of Incorporation)(1)
            (5)(a)   Form of Investment Advisory Agreement(2)
            (5)(b)   Form of Subadvisory Agreement(3)
            (6)(a)   Underwriting Agreement between the Registrant and ALIAC(1)
            (6)(b)   Dealer Agreement for Registrant between ALIAC and Aetna
                     Investment Services, Inc. (February 8, 1994)(1)
            (7)      Not applicable
            (8)(a)(1)Custodian Agreement - Mellon Bank, N.A.(1)
            (8)(a)(2)Amendments to Custodian Agreement - Mellon Bank, N.A.(1)
            (8)(a)(3)Custodian Agreement - Brown Brothers Harriman & Company
                     (International Growth Portfolio)(4)
            (8)(a)(4)Custodian Agreement - Brown Brothers Harriman & Company
                     (Asian Growth Portfolio)(4)
            (9)(a)   Form of Administrative Services Agreement(1)
            (9)(b)   License Agreement(1)
            (10)(a)  Consent of Counsel
            (10)(b)  Opinion of Counsel(5)
            (11)     Consent of Independent Auditors
            (12)     Not applicable
            (13)     Not applicable
            (14)     Not applicable
            (15)(a)  Distribution Plan(1)
            (15)(b)  Form of Shareholder Services Plan(1)
            (16)     Schedule for Computation of Performance Data(6)
            (17)     See Exhibit (27) below

<PAGE>

            (18)     Not Applicable
            (19)     Powers of Attorney(7)
            (27)     Financial Data Schedules(6)

1. Incorporated herein by reference to the Registration Statement on Form N-1A,
   File No. 33-85620, as filed electronically with the Securities and Exchange
   Commission on June 28, 1995.
2. Incorporated herein by reference to Exhibit D of the Preliminary Proxy Filing
   under Schedule 14A, as filed electronically on behalf of Aetna Series Fund,
   Inc. on May 24, 1996 (File No. 811-6352).
3. Incorporated herein by reference to Exhibit A of the Preliminary Proxy Filing
   under Schedule 14A, as filed electronically on behalf of Aetna Series Fund,
   Inc. on May 24, 1996 (File No. 811-6352).
4. Incorporated herein by reference to Post-Effective Amendment No. 8 to
   Registration Statement on Form N-1A, File No. 33-41694, as filed
   electronically with the Securities and Exchange Commission on September 2,
   1994.
5. Incorporated herein by reference to the Rule 24f-2 notice filed with the
   Securities and Exchange Commission on December 29, 1995.
6. Incorporated herein by reference to Post-Effective Amendment No. 12 to
   Registration Statement on Form N-1A, File No. 33-41694, as filed
   electronically with the Securities and Exchange Commission on February 29,
   1996.
7. The Power of Attorney for Timothy A. Holt is incorporated by reference to
   Post-Effective Amendment No. 3 to Registration Statement on Form N-1A (File
   No. 33-88334), as filed electronically on April 25, 1996. The Power of
   Attorney for all other signatories is incorporated herein by reference to 
   Post-Effective Amendment No. 11 to Registration Statement on Form N-1A 
   (File No. 33-41694), as filed electronically on December 28, 1995.

Item 25. Persons Controlled by or Under Common Control
- ------------------------------------------------------

         Registrant is a Maryland corporation for which separate financial
         statements are filed. As of May 31, 1996, ownership of the Registrant's
         outstanding shares of beneficial interest was as follows:

         Aetna Life Insurance and Annuity Company        14.61% of Select Class
         Aetna Life Insurance and Annuity Company         3.62% of Adviser Class
         Aetna Life Insurance Company                     1.61% of Select Class

         Aetna Insurance Company of America is a wholly-owned subsidiary of
         Aetna Life Insurance and Annuity Company and Aetna Life Insurance and
         Annuity Company is a wholly-owned subsidiary of Aetna Retirement
         Holdings, Inc. which is in turn a wholly-owned subsidiary of Aetna
         Retirement Services, Inc. and an indirect wholly-owned subsidiary of
         Aetna Life and Casualty Company. Aetna Life Insurance Company is a
         wholly-owned subsidiary of Aetna Life and Casualty Company.

         A diagram of all persons directly or indirectly under common control
         with the Registrant and a list indicating the principal business of
         each such company referenced in the diagram are incorporated herein by
         reference to Item 25 of Post-Effective Amendment No. 41 to the
         Registration Statement on Form N-1A (File No. 2-53038), as filed
         electronically with the Securities and Exchange Commission on June 7,
         1996.


<PAGE>



Item 26. Number of Holders of Securities


          (1) Title of Class         (2) Number of Record Holders

                                       Select Class      Adviser Class
            Money Market                    6,202              5,058
            Government                         90                 76
            Bond                            1,066                124
            Tax-Free                           37                 44
            Aetna Fund                      2,181                473
            Growth and Income               1,733                984
            Growth                            489                991
            Small Company Growth              375                754
            International Growth              978                397
            Asian Growth                      141                213
            Ascent                              4                  -
            Crossroads                          4                  -
            Legacy                              4                  -


Item 27. Indemnification

         Article 9, Section (d) of the Registrant's Articles of Incorporation,
         incorporated herein by reference to Exhibit 24(b)(1) to Registration
         Statement on Form N-1A (File No. 33-85620), as filed electronically on
         June 28, 1995, provides for indemnification of directors and officers.
         In addition, the Registrant's officers and directors are covered under
         a directors and officers errors and omissions liability insurance
         policy issued by Gulf Insurance Company which expires on October 1,
         1996.

         Reference is also made to Section 2-418 of the Corporations and
         Associations Article of the Annotated Code of Maryland which provides
         generally that (1) a corporation may (but is not required to) indemnify
         its directors for judgments, fines and expenses in proceedings in which
         the director is named a party solely by reason of being a director,
         provided the director has not acted in bad faith, dishonestly or
         unlawfully, and provided further that the director has not received any
         "improper personal benefit"; and (2) that a corporation must (unless
         otherwise provided in the corporation's charter or articles of
         incorporation) indemnify a director who is successful on the merits in
         defending a suit against him by reason of being a director for
         "reasonable expenses." The statutory provisions are not exclusive;
         i.e., a corporation may provide greater indemnification rights than
         those provided by statute.



<PAGE>



Item 28.  Business and Other Connections of Investment Adviser

         The Investment Adviser, Aetna Life Insurance and Annuity Company, is an
         insurance company that issues variable and fixed annuities, variable
         and universal life insurance policies and acts as depositor for
         separate accounts holding assets for variable contracts and policies.
         The following table summarizes the business connections of the
         directors and principal officers of the Investment Adviser.

- -------------------------------------------------------------------------------
Name                  Positions and Offices   Other Principal Position(s)
                      with Investment Adviser Held Since Oct. 31,
                                              1993/Addresses*/**
- -------------------------------------------------------------------------------
Daniel P. Kearney     Director, President     President (since December
                      and Executive Officer   1993), Aetna Life Insurance and
                                              Annuity Company; Executive Vice
                                              President (since December
                                              1993), and Group Executive,
                                              Financial Division (February
                                              1991 - December 1993), Aetna
                                              Life and Casualty Company.
                                              Director:  Aetna Investment
                                              Services, Inc. (since November
                                              1994); Aetna Insurance Company
                                              of America (since May 1994);
                                              MBIA, Inc. (since 1992).

Christopher J. Burns  Director and Senior     Senior Vice President, Sales &
                      Vice President          Service (since February 1996),
                                              and Senior Vice President, Life
                                              (March 1991 - February 1996),
                                              Aetna Life Insurance and
                                              Annuity Company. Director:
                                              Aetna Financial Services, Inc.
                                              (since January 1996); Aetna
                                              Investment Services, Inc.
                                              (since July 1992)

Laura R. Estes        Director and Senior     Senior Vice President,
                      Vice President          Manage/Design Products &
                                              Services (since February 1996),
                                              and Senior Vice President,
                                              Pensions (March 1991 - February
                                              1996), Aetna Life Insurance and
                                              Annuity Company.  Director:
                                              Aetna Financial Services, Inc.
                                              (since January 1996); Aetna
                                              Investment Services, Inc.
                                              (since July 1993).
<PAGE>

- -------------------------------------------------------------------------------
Name                  Positions and Offices   Other Principal Position(s)
                      with Investment Adviser Held Since Oct. 31,
                                              1993/Addresses*/**
- -------------------------------------------------------------------------------
Timothy A. Holt       Director, Senior Vice   Senior Vice President, Strategy
                      President and Chief     & Finance and Chief Financial
                      Financial Officer       Officer (since February 1996),
                                              Aetna Life Insurance and Annuity
                                              Company; Vice President, Portfolio
                                              Management/Investment Group
                                              (August 1991 - February 1996),
                                              Aetna Life and Casualty Company.

Gail P. Johnson       Director and Vice       Vice President, Service and
                      President               Retain Customers (since
                                              February 1996); Vice President,
                                              Defined Benefit Services
                                              (September 1994 - February 1996);
                                              Vice President, Plan Services,
                                              Pensions and Financial Services
                                              (December 1992 - September 1994);
                                              -- Aetna Life Insurance and
                                              Annuity Company.

John Y. Kim           Director and Senior     President (since December 1995)
                      Vice President          Aeltus Investment Management,
                                              Inc.; Chief Investment Officer
                                              (since May 1994), Aetna Life and
                                              Casualty Company; Managing
                                              Director (September 1993 - April
                                              1994), Mitchell Hutchins
                                              Institutional Investors (New York,
                                              New York).

Shaun P. Mathews      Director and Vice       Vice President, Products Group
                      President               (since February 1996); Senior
                                              Vice President, Strategic
                                              Markets and Products (February
                                              1993 - February 1996) -- Aetna
                                              Life Insurance and Annuity
                                              Company.  Director:  Aetna
                                              Investment Services, Inc.
                                              (since July 1993); Aetna
                                              Insurance Company of America
                                              (since February 1993).
<PAGE>

- -------------------------------------------------------------------------------
Name                  Positions and Offices   Other Principal Position(s)
                      with Investment Adviser Held Since Oct. 31,
                                              1993/Addresses*/**
- -------------------------------------------------------------------------------
Glen Salow            Director and Vice       Vice President, Information
                      President               Technology (since February
                                              1996), Vice President, Information
                                              Technology, Investments and
                                              Financial Services (February 1995
                                              - February 1996), Vice President,
                                              Investment Systems (1992 - 1995),
                                              AIT - Aetna Life Insurance and
                                              Annuity Company.

Creed R. Terry        Director and Vice       Vice President, Select and
                      President               Manage Markets, Market
                                              Strategist (August 1995 - February
                                              1996); Aetna Life Insurance and
                                              Annuity Company; President (1991 -
                                              1995), Chemical Technology
                                              Corporation (a subsidiary of
                                              Chemical Bank).

Zoe Baird             Senior Vice President   Senior Vice President and
                      and General Counsel     General Counsel (since April
                                              1992), Aetna Life and Casualty
                                              Company; Director:  Zurn
                                              Industries, Inc. (since April
                                              1993); Southern New England
                                              Telecommunication Corp. and
                                              Southern New England Telephone
                                              Company (since November 1990).

Susan E. Schechter    Counsel and Corporate   Counsel (since November 1993),
                      Secretary               Aetna Life and Casualty
                                              Company; Associate Attorney
                                              (September 1986 - October 1993),
                                              Steptoe & Johnson.


<PAGE>

- -------------------------------------------------------------------------------
Name                  Positions and Offices   Other Principal Position(s)
                      with Investment Adviser Held Since Oct. 31,
                                              1993/Addresses*/**
- -------------------------------------------------------------------------------
Eugene M. Trovato     Vice President and      Vice President and Treasurer,
                      Treasurer, Corporate    Corporate Controller (since
                      Controller              February 1996), Vice President
                                              and Controller (February 1995 -
                                              February 1996), Aetna Life
                                              Insurance and Annuity Company;
                                              Vice President, Financial
                                              Reporting (December 1991 -
                                              February 1995), Aetna Life and
                                              Casualty Company.

Diane B. Horn         Vice President and      Vice President and Chief
                      Chief Compliance        Compliance Officer (since
                      Officer                 February 1996), and Senior
                                              Compliance Officer (August 1993 -
                                              February 1996), Aetna Life
                                              Insurance and Annuity Company.

   *  The principal business address of each person named is 151 Farmington
      Avenue, Hartford, Connecticut 06156.
   ** Certain officers and directors of the investment adviser currently hold
      (or have held during the past two years) other positions with affiliates
      of the Registrant which are not deemed to be principal positions.

Item 29. Principal Underwriters
- -------------------------------

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



<PAGE>



         (b) The following are the directors and principal officers of the
             Underwriter:

Name and Principal       Positions and Offices           Positions and Offices
Business Address*        with Principal Underwriter      with Registrant

Daniel P. Kearney        Director and President          Director

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

Christopher J. Burns     Director and Senior Vice
                         President

Laura R. Estes           Director and Senior Vice
                         President

Gail P. Johnson          Director and Vice President

John Y. Kim              Director and Senior Vice
                         President

Shaun P. Mathews         Director and Vice President     Director and President

Glen Salow               Director and Vice President

Creed R. Terry           Director and Vice President

Zoe Baird                Senior Vice President and
                         General Counsel

Susan E. Schechter       Corporate Secretary and Counsel

Eugene M. Trovato        Vice President and Treasurer,
                         Corporate Controller

Diane B. Horn            Vice President and Chief
                         Compliance Officer

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

         (c) Not applicable.



<PAGE>



Item 30. Location of Accounts and Records
- -----------------------------------------

         As required by Section 31(a) of the 1940 Act and the Rules promulgated
         thereunder, the Registrant and its investment adviser, ALIAC, maintain
         physical possession of each account, book or other documents, at its
         principal offices at 151 Farmington Avenue, Hartford, Connecticut
         06156.

         Shareholder records are maintained by the transfer agent, Firstar Trust
         Company, 615 East Michigan Street, Milwaukee, Wisconsin 53261

Item 31.   Management Services
- ------------------------------

           Not applicable.

Item 32.   Undertakings
- -----------------------

           The Registrant under takes that if requested by the holders of at
           least 10% of a Fund's outstanding shares, the Registrant will hold a
           shareholder meeting for the purpose of voting on the removal of one
           or more Directors and will assist with communication concerning that
           shareholder meeting as if Section 16(c) of the Investment Company Act
           of 1940 applied.

           The Registrant undertakes to furnish to each person to whom a
           prospectus is delivered a copy of the Fund's latest annual report to
           shareholders, upon request and without charge.


<PAGE>



                                   SIGNATURES
                                   ----------

Pursuant to the Securities Act of 1933 and the Investment Company Act of 1940,
Aetna Series Fund, Inc. has duly caused this Post-Effective Amendment No. 13 to
the Registration Statement to be signed on its behalf by the undersigned,
thereto duly authorized, in the City of Hartford and State of Connecticut on the
11th day of June, 1996.

                                          AETNA SERIES FUND, INC.
                                          -----------------------
                                                 Registrant

                                          By:     Shaun P. Mathews*
                                          -------------------------------
                                                  Shaun P. Mathews
                                                  President

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Post-Effective Amendment to the Registration Statement has been signed below by
the following persons on June 11, 1996 in the capacities indicated.



Signature                              Title
- ---------                              -----



Shaun P. Mathews*              President and Director
- -----------------------------  (Principal Executive Officer)


Morton Ehrlich*                Director
- -----------------------------


Maria T. Fighetti*             Director
- -----------------------------


David L. Grove*                Director
- -----------------------------


Timothy A. Holt*               Director
- -----------------------------


Daniel P. Kearney*             Director
- -----------------------------


Sidney Koch*                   Director
- -----------------------------


Corine T. Norgaard*            Director
- -----------------------------

<PAGE>

Richard G. Scheide*            Director
- -----------------------------


James C. Hamilton*             Vice President and Treasurer
- -----------------------------  (Principal Financial and Accounting
                               Officer)



By:  /s/Susan E. Bryant
      *Susan E. Bryant
         Attorney-in-Fact



<PAGE>



                             Aetna Series Fund, Inc.
                                  EXHIBIT INDEX

Exhibit No.              Exhibit                                         Page
- -----------              -------                                         ----

99-b(1)                  Articles of Incorporation, including             *
                         Articles Supplementary

99-b(2)                  By-laws (as amended September 13, 1994)          *

99-b(4)                  Instruments Defining Rights of Holders           *
                         (set forth in the Articles of
                         Incorporation)

99-b(5)(a)               Proposed Form of Investment Advisory             *
                         Agreement

99-b(5)(c)               Proposed Form of Subadvisory Agreement           *

99-b(6)(a)               Underwriting Agreement between the               *
                         Registrant and ALIAC

99-b(6)(b)               Dealer Agreement for registrant between          *
                         ALIAC and Aetna Investment Services,
                         Inc. (February 8, 1994)

99-b(8)(a)(1)            Custodian Agreement - Mellon Bank, N.A.          *

99-b(8)(a)(2)            Amendments to Custodian Agreement -              *
                         Mellon Bank, N.A.

99-b(9)(a)               Form of Administrative Services                  *
                         Agreement

99-b(9)(b)               License Agreement                                *

99-b(10)(a)              Consent of Counsel                                
                                                                        ------
99-b(10)(b)              Opinion of Counsel                               *

99-b(11)                 Consent of Independent Auditors
                                                                        ------

99-b(15)(a)              Distribution Plan                                *

99-b(15)(b)              Form of Shareholder Services Plan                *

99-b(16)                 Schedule for Computation of Performance          *
                         Data


<PAGE>

99-b(19)                 Powers of Attorney                               *

27                       Financial Data Schedules                         *

* Incorporated by reference.


AETNA               151 Farmington Avenue      Susan E. Bryant
LOGO                Hartford, CT  06156        Counsel
                                               Law and Regulatory Affairs, RE4C


June 11, 1996




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

Attention:  Filing Desk

       Re:  Aetna Series Fund, Inc. - File No. 33-41694

Gentlemen:

As Counsel of Aetna Life Insurance and Annuity Company (the "Company"), I hereby
consent to the use of my opinion dated December 29, 1995 (incorporated herein by
reference to the 24f-2 Notice for the fiscal year ended October 31, 1995 filed
on behalf on behalf of Aetna Series Fund, Inc.) as an exhibit to this
Post-Effective Amendment No. 13 to the Registration Statement on Form N-1A (File
No. 33-41694).

Very truly yours,

/s/ Susan E. Bryant

Susan E. Bryant
Counsel


                        Consent of Independent Auditors

The Board of Directors
Aetna Series Fund, Inc:

We consent to the use of our report incorporated herein by reference.

                                         /s/ KPMG Peat Marwick LLP

Hartford, Connecticut
June 11, 1996


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