VARIABLE LIFE ACCOUNT B OF AETNA LIFE INSURANCE & ANNUITY CO, S-6EL24, 1995-11-15

VARIABLE LIFE ACCOUNT B OF AETNA LIFE INSURANCE & ANNUITY CO
S-6EL24, 1995-11-15

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As filed with the Securities and Exchange Commission, on November
15, 1995
Registration No: 33-
_____
Registration No.
811-4536

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

REGISTRATION STATEMENT ON
FORM S-6
FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
OF SECURITIES OF UNIT INVESTMENT TRUSTS
REGISTERED ON FORM N-8B-2

Variable Life Account B
of Aetna Life Insurance and Annuity Company
(Exact Name of Trust)

Aetna Life Insurance and Annuity Company
(Name of Depositor)
151 Farmington Avenue, RE4C, Hartford, Connecticut 06156
(Complete Address of Depositor's Principal Executive Offices)

Depositor's Telephone Number, including Area Code (860) 273-7834

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

Copy to:
Michael Berenson
Jorden Burt Berenson & Johnson LLP
Suite 400 East
1025 Thomas Jefferson Street, N.W.
Washington D.C., 20001

Pursuant to Rule 24f-2 under the Investment Company Act of 1940,
Registrant has registered an indefinite number of securities
under the Securities Act of 1933. Registrant filed a Rule 24f-2
Notice for the fiscal year ended December 31, 1994 on February
28, 1995.
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Approximate date of proposed Public Offering: As soon as
practicable after the effectiveness of this Registration
Statement.

It is proposed that this filing will become effective (check
appropriate box):

___ immediately upon filing pursuant to paragraph (b) of
rule 485.
___ on (date) pursuant to paragraph (b) (1) (v) of rule
485.
___ 60 days after filing pursuant to paragraph (a) (1) of
rule 485.
___ on (date) pursuant to paragraph (a) (1) of rule 485.
___ 75 days after filing pursuant to paragraph (a) (2) of
rule 485.
___ on (date) pursuant to paragraph (a) (2) of rule 485.

If appropriate, check the following box:

___ This post-effective amendment designates a new
effective date for a previously-filed post-effective
amendment.

The Registrant hereby amends this Registration Statement on such
dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically
states that this Registration Statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act
of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to
Section 8(a), may determine.

The Registrant represents that with respect to the calculation of
the maximum sales load, it elects to be governed by Section 6e-
3(T)(b)(13)(i)(A).

VARIABLE LIFE ACCOUNT B
OF
AETNA LIFE INSURANCE AND ANNUITY COMPANY

Registration Statement on Form S-6
Cross Reference Sheet

N-8B-2
Item No. Part I (Prospectus)

1 Cover Page; The Separate Account; The Company
2 Cover Page; The Separate Account; The Company
3 Not Applicable
4 Distribution of the Policy
5 The Separate Account; The Company
6 The Separate Account; The Company
7 Not Applicable
8 Not Applicable
9 Additional Information - Legal Matters
10 The Separate Account; Policy Rights; Policy
Choices; Additional Information
11 Allocation of Premiums - Fund Additions,
Deletions or Substitutions
12 Allocation of Premiums - The Funds
13 Charges & Fees
14 Policy Values; Additional Information;
Miscellaneous Policy Provisions
15 Allocation of Premiums; Policy Choices; Policy
Values
16 The Separate Account; Allocation of Premiums -
The Funds; Policy Values
17 Policy Rights
18 The Separate Account
19 Additional Information - Reports to Policy
Owners
20 Not Applicable
21 Policy Rights - Policy Loans
22 Not Applicable
23 Not Applicable
24 Not Applicable
25 The Company
26 Not Applicable
27 The Company
28 Directors & Officers
29 The Company
30 Not Applicable
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31 Not Applicable
32 Not Applicable
33 Not Applicable
34 Not Applicable
35 Additional Information - State Regulation

36 Not Applicable
37 Not Applicable
38 Additional Information - Distribution of the
Policy
39 The Company
40 Not Applicable
41 The Company
42 Not Applicable
43 Not Applicable
45 Not Applicable
46 The Separate Account; Policy Values
47 The Separate Account
48 Not Applicable
49 Not Applicable
50 The Separate Account
51 Cover Page; Policy Choices
52 Allocation of Premiums - Fund Additions,
Deletions or Substitutions
53 Tax Matters
54 Not Applicable
55 Not Applicable
56 Not Applicable
57 Not Applicable
58 Not Applicable
59 Experts

Variable Life Account B

Aetna Life Insurance and Annuity Company
151 Farmington Avenue
Hartford, Connecticut 06156
800-334-7586

Prospectus Dated

The Flexible Premium Variable Life Insurance Policy on the Lives
of Two Insureds

This Prospectus describes AetnaVest Estate Protector, a flexible
premium variable life insurance policy on the lives of two
Insureds (the "Policy") issued and underwritten by Aetna Life
Insurance and Annuity Company (the "Company"). The Policy is
intended to provide life insurance and pay a benefit, as
described in this Prospectus, upon surrender, maturity or Second
Death. The Policy is designed to allow flexible premium payments,
Policy Loans, Partial Surrenders, a choice of two Death Benefit
Options and account values that may be invested on either a fixed
or variable or a combination of fixed and variable basis. Net
Premiums may be allocated to Variable Life Account B, the Fixed
Account, or both Accounts. The Variable Options support the
benefits provided by the variable portion of the Policy. The Fund
Account Value in each Variable Option is not guaranteed and will
vary with the investment performance of the associated Fund. Net
Premiums allocated to the Fixed Account will accumulate at rates
of interest We determine. Such rates will not be less than 4% a
year. Net Premiums allocated to Variable Life Account B must be
allocated to one or more of the Variable Options We make
available. Sufficient premiums must be paid to continue the
Policy in force or to qualify for a Guaranteed Death Benefit.
Premium reminder notices will be sent for Planned Premiums and
for premiums required to continue the Policy in force. The Policy
may be reinstated.

The Policy has a free look period during which You may return the
Policy or rescind an increase in the Specified Amount. (See Right
of Policy Examination)

This Prospectus also describes the Variable Options used to fund
the Policy through Variable Life Account B (the "Separate
Account"). The Variable Options are: Aetna Variable Fund; Aetna
Income Shares; Aetna Variable Encore Fund; Aetna Investment
Advisers Fund, Inc.; Aetna Ascent Variable Portfolio; Aetna
Crossroads Variable Portfolio; Aetna Legacy Variable Portfolio;
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Alger American Small-Cap Fund; Fidelity VIP Equity-Income
Portfolio; Fidelity VIP Contrafund Portfolio; Janus Aspen Series
Growth Portfolio, Aggressive Growth Portfolio, Worldwide Growth
Portfolio, Balanced Portfolio and Short-Term Bond Portfolio;
Scudder Variable Life Investment Fund International Portfolio;

TCI Portfolios, Inc. TCI Growth (collectively, the Funds ).
Unless specifically mentioned, this Prospectus only describes the
Variable Options.

Replacing existing insurance or supplementing an existing
flexible premium variable life insurance policy with the Policy
may not be to your advantage.

SUBJECT TO COMPLETION

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

THIS PROSPECTUS IS VALID ONLY WHEN ACCOMPANIED BY THE CURRENT
PROSPECTUSES OF THE FUNDS. BOTH THIS PROSPECTUS AND THE
UNDERLYING FUND PROSPECTUSES SHOULD BE READ AND RETAINED FOR
FUTURE REFERENCE.

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

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Table of Contents

Definitions
Policy Summary
The Separate Account
Charges & Fees
Charges & Fees Assessed Against
Premium
Charges & Fees Assessed Against
the Total Account Value
Charges & Fees Assessed Against
the Separate Account
Charges Assessed Against the Underlying Funds
Charges Deducted Upon Surrender
Allocation of Premiums
The Funds
Fund Investment Advisers
Mixed and Shared Funding; Conflicts of Interest
Fund Additions, Deletions or Substitutions
Fixed Account
Policy Choices
Premium Payments
Guaranteed Death Benefit
No Lapse Coverage Provision
Death Benefit Options
Transfers and Allocations to Funding Options
Telephone Transfers
Automated Transfers (Dollar Cost Averaging)
Policy Values
Total Account Value
Accumulation Unit Value
Maturity Value
Surrender Value
Policy Rights
Full Surrenders
Partial Surrenders
Paid Up Nonforfeiture Option
Grace Period
Reinstatement of a Lapsed Policy
Coverage Beyond Maturity
Right to Defer Payment
Policy Loans
Policy Changes
Right of Policy Examination
Supplemental Benefits
Death Benefit
Policy Settlement
Settlement Options
Pension Plans
The Company
Directors & Officers
Additional Information

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Reports to Policyowners
Right to Instruct Voting of Fund Shares
Disregard of Voting Instructions
State Regulation
Legal Matters
The Registration Statement
Distribution of the Policy
Experts
Tax Matters
General
Federal Tax Status of the Company
Life Insurance Qualification
General Rules
Modified Endowment Contracts
Diversification Standards
Investor Control
Other Tax Considerations
Miscellaneous Policy Provisions
The Policy
Payment of Benefits
Suicide and Incontestability
Protection of Proceeds
Nonparticipation
Changes in Owner and Beneficiary; Assignment
Misstatement as to Age and/or Sex
Performance Reporting and Advertising
Illustrations of Death Benefit,
Total Account Values and Surrender Values

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER IN ANY JURISDICTION
IN WHICH SUCH OFFERING MAY NOT BE LAWFULLY MADE. NO DEALER,
SALESMAN OR OTHER PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR
MAKE ANY REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER
THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE,
SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED
UPON.

THE PURPOSE OF THIS VARIABLE LIFE INSURANCE POLICY IS TO PROVIDE
INSURANCE PROTECTION. LIFE INSURANCE IS A LONG-TERM INVESTMENT.
POLICYOWNERS SHOULD CONSIDER THEIR NEED FOR INSURANCE COVERAGE
AND THE POLICY'S LONG-TERM INVESTMENT POTENTIAL. NO CLAIM IS MADE
THAT THE POLICY IS ANY WAY SIMILAR OR COMPARABLE TO AN INVESTMENT
IN A MUTUAL FUND.

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Definitions

Accumulation Unit: A unit used to measure the value of the
Policyowner's interest in each applicable Variable Option. An
Accumulation Unit is used to calculate the value of the variable
portion of the Policy before the election of a Settlement Option.

Additional Premiums: Any premiums paid in addition to Planned
Premiums.

Amount at Risk: The Death Benefit divided by 1.0032737, minus
the Total Account Value on that date before computing the monthly
deductions for the Cost of Insurance for this Policy.

Annuitant: A person who receives annuity payments.

Annuity: A series of payments for life or for a definite period.

Attained Age: Issue Age of the Insured increased by the number
of Policy Years elapsed.

Basic Monthly Premium: The amount of premium to assure that the
Policy remains in force for a period of at least 5 Policy Years
beginning on the Issue Date or the Issue Date of an Increase or
until the younger Insured's Attained Age 80 even if the Surrender
Value is insufficient to satisfy the current Monthly Deduction.

Company: Aetna Life Insurance and Annuity Company.

Cost of Insurance: A charge related to the Company's expected
mortality cost for Your basic insurance coverage under the
Policy, not including any supplemental benefit provision that You
may elect through a Policy rider. It is equal to the Amount at
Risk multiplied by a monthly Cost of Insurance rate.

Death Benefit: The amount described in the Policy Choices
section which is payable on the date of the Second Death, subject
to all provisions contained in the Policy.

Death Benefit Options: Either of the two methods for determining
the Death Benefit.

Fixed Account: A non-variable funding option available on the
Policy that guarantees a minimum interest rate of 4% per year.

Fixed Account Value: The non-loaned portion of the Policy's
Total Account Value attributable to the non-variable portion of
the Policy. The Fixed Account Value is part of the general assets
of the Company.

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Full Surrender: A Policy right whereby You may terminate the
Policy in exchange for payment of its Full Surrender Value.

Full Surrender Value: Equals the Total Account Value on the date
of surrender less any Surrender Charge, less the Loan Account
Value and less any accrued interest.

Fund(s): One or more of the underlying variable funding options
available under the Policy (as described in this Prospectus).
Each of the Funds is an open-end management investment company
(mutual fund) whose shares are purchased by the Separate Account
to fund the benefits provided by the policy.

Grace Period: The 61-day period beginning on the Monthly
Deduction Day on which the Policy's Surrender Value is
insufficient to cover the current Monthly Deduction. The Policy
will lapse without value at the end of the 61-day period unless a
sufficient payment is received by the Company.

Guaranteed Death Benefit: A provision of the Policy which
assures that the Policy will stay in force, even if the Total
Account Value is insufficient to cover the current Monthly
Deductions. The Guaranteed Death Benefit is available to the
younger Insured's Attained Age 80 or to the younger Insured's
Attained Age 100.

Guaranteed Death Benefit to the Younger Insured's Age 100
Premium: The amount of premium that must be paid to assure that
the Policy remains in force until the younger Insured's Attained
Age 100.

Guideline Annual Premium: An amount of annual payment necessary
to provide future benefits under the Policy determined pursuant
to federal securities laws.

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

Insureds: The two persons on whose lives the Policy is issued.

Issue Age: The age of each Insured on his/her birthday nearest
to the Policy's Issue Date.

Issue Date: The effective date on which coverage begins under
the Policy.

Loan Account Value: The sum of all unpaid Policy Loans. The
amount necessary to repay Policy Loans in full is the Loan
Account Value plus any accrued interest.

Loan Value: Is 90% of the sum of the Fixed Account Value and the
Separate Account Value.

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Maturity Date: The Policy Anniversary on which the younger
Insured reaches Attained Age 100.

Maturity Value: The Total Account Value on the Maturity Date,
less the amount necessary to repay any Policy Loans in full,
including interest.

Monthly Deduction: A charge assessed against the Total Account
Value which includes the Cost of Insurance, a monthly
administrative charge and any charges for supplemental benefit
riders. Monthly Deductions begin on the Issue Date and occur on
each Monthly Deduction Day thereafter.

Monthly Deduction Day: The first Monthly Deduction Day is the
Issue Date. Monthly Deduction Days occur each month thereafter on
the same day as the Issue Date.

Net Premium: The Net Premium is equal to the amount of the
premium paid less the deduction for Premium Load.

Net Single Premium: The amount required to purchase a guaranteed
benefit assuming the Policy's Total Account Value is allocated to
the Fixed Account, using the Insureds' Attained Ages and premium
classes. The Net Single Premium is determined using guaranteed
interest of 4% per year and guaranteed maximum Cost of Insurance
rates.

Partial Surrenders: The amount You can receive in cash by
surrendering a part of the Policy.

Planned Premiums: Premiums We agree to bill.

Policy: The life insurance contract described in this
Prospectus, under which flexible premium payments are permitted
and the Death Benefit may and Total Account Values will vary with
the investment performance of the Fund(s).

Policy Loan: The amount received by borrowing from the Total
Account Value.

Policyowner: The person or persons having rights to the benefits
under the Policy; referred to as "You".

Policy Year/Policy Anniversary: The first Policy Year is the 12
month period beginning on the Issue Date. Your Policy Anniversary
is equal to the Issue Date plus 1 Year, 2 Years, etc.

Premium Loads: A charge assessed against the premium to cover
certain expenses associated with start-up and maintenance costs
of the Policy.

Second Death: Death of the Surviving Insured.

SEC: Securities and Exchange Commission.

Separate Account: A separate account established by Aetna Life
Insurance and Annuity Company for the purpose of funding the
Policy: Variable Life Account B.

Separate Account Value: The portion of the Policy's Total
Account Value attributable to the variable portion of the Policy.

Settlement Option(s): The method by which payment may be made to
a beneficiary due from a Death Benefit or upon the Full Surrender
of the Policy.

Specified Amount: The amount chosen by the Policyowner at
application and used in determining the Death Benefit. It may be
increased or decreased as described in this Prospectus.

Surrender Charge: An amount retained by the Company upon the
Full or Partial Surrender of the Policy.

Surrender Value: The amount You can receive in cash by
surrendering the Policy.

Surviving Insured: The Insured living after the first death.

Total Account Value: The sum of the Fixed Account Value, the
Separate Account Value and the Loan Account Value.

Valuation Date: Generally, a day on which the Total Account
Value is determined. A Valuation Date is any day on which the New
York Stock Exchange is open for trading, we are open for business
and there is a sufficient degree of trading in the Funds'
portfolio securities. The Total Account Value will be determined
as of the close of trading on the New York Stock Exchange.

Variable Account Value: The Accumulation Unit Value for a
Variable Option multiplied by the number of Accumulation Units
for that Variable Option credited to the Policy.

Variable Option: One or more of the variable funding options
available under the Policy (as described in this Prospectus).

Valuation Period: The period of time commencing, usually at 4:00
p.m. Eastern Time on each Valuation Date and ending at 4:00 p.m.
Eastern Time on the next Valuation Date.

We, Our, Us, Company: Aetna Life Insurance and Annuity Company,
its successors , or assigns.

Written Request: A request in writing, in a form satisfactory to
Us and received by Us at the Home Office.

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Policy Summary

The Policy described in this Prospectus is a flexible premium
variable life insurance policy issued on the lives of two
Insureds. The Policy is intended to provide life insurance and
pay a benefit (subject to adjustment under the Policy's Age
and/or Sex, Suicide and Incontestability, and Grace Period
provisions) upon surrender, maturity or Second Death. The Policy
is designed to allow flexible premium payments, Policy Loans,
Partial Surrenders, a choice of two Death Benefit Options and
account values that may be either fixed or variable or a
combination of fixed and variable.

Charges and fees will be assessed against premium payments, the
Total Account Value, the Separate Account, the underlying Funds
and upon surrender. These charges and fees are described within
this Prospectus.

You must purchase Your variable life insurance policy from a
registered representative. The Policy, the initial application on
the Insureds, any subsequent applications and any riders
constitute the entire contract.

At the time of application, You must choose a Death Benefit
Option, decide on the amount of premium We agree to bill and
determine how to allocate Net Premiums. You may elect to
supplement the benefits afforded by the Policy through the
addition of riders We make available.

The proceeds payable upon the Second Death is based on the Death
Benefit Option chosen. Under Option 1 the Death Benefit would be
the greater of the Specified Amount or a percentage of the Total
Account Value. Under Option 2, the Death Benefit would be the
greater of the Specified Amount plus the Total Account Value on
the date of death or a percentage of the Total Account Value.

Although the Policy is designed to allow flexible premiums,
sufficient premiums must be paid to continue the Policy in force
to the Maturity Date or to qualify for a Guaranteed Death
Benefit. Premium reminder notices will be sent for Planned
Premiums and for premiums required to continue the Policy. Should
Your Policy lapse, it may be reinstated.

Net Premiums may be allocated to the Separate Account, the Fixed
Account or both Accounts. Net Premiums allocated to the Separate
Account must be allocated to one or more Variable Options and
allocations must be in whole percentages. The variable portion of
the Policy is supported by the Variable Options you choose and
will vary with the investment performance of the associated Fund.
Net Premiums allocated to the Fixed Account will accumulate at
rates of interest We determine. Such rates will not be less than
4% a year.
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The Separate Account

The Separate Account established for the purpose of providing
Variable Options to fund the Policy is Variable Life Account B.
Amounts allocated to the Separate Account are invested in the
Funds. Each of the Funds is an open-end management investment
company (mutual fund) whose shares are purchased by the Separate
Account to fund the benefits provided by the Policy. The Funds
currently available under the Separate Account, including their
investment objectives and their investment advisers, are
described in this Prospectus. Complete descriptions of the Funds
investment objectives and restrictions and other material
information relating to an investment in the Funds are contained
in the prospectuses for each of the Funds which accompany this
Prospectus.

Variable Life Account B was established pursuant to a June 18,
1986, resolution of the Board of Directors of the Company. Under
Connecticut Insurance Law, the income, gains or losses of the
Separate Account is credited without regard to the other income,
gains or losses of the Company. These assets are held for the
Company's variable life insurance policies. Any and all
distributions made by the Funds with respect to shares held by
the Separate Account will be reinvested in additional shares at
net asset value. The assets maintained in the Separate Account
will not be charged with any liabilities arising out of any other
business conducted by the Company. The Company is, however,
responsible for meeting the obligations of the Policy to the
Policyowner.

No stock certificates are issued to the Separate Account for
shares of the Funds held in the Separate Account. Ownership of
Fund shares is documented on the books and records of the Funds
and of the Company for the Separate Account.

The Separate Account is registered with the SEC as a unit
investment trust under the Investment Company Act of 1940 and
meets the definition of separate account under the federal
securities laws. Such registration does not involve any approval
or disapproval by the Commission of the Separate Account or the
Company's management or investment practices or policies. The
Company does not guarantee the Separate Account's investment
performance.

Charges & Fees

Charges & Fees Assessed Against Premium

Premium Load

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Before a premium is allocated to the Policy s Total Account
Value, a percentage of the premium is deducted to cover certain
expenses associated with start-up and maintenance costs of the
Policy. These expenses include a 9% sales load, a 2.1% state
premium tax charge and a 1.25% federal income tax charge. The
state premium tax charge reimburses the Company for taxes it pays
to states and municipalities in which the Policy is sold. The
amount of tax assessed by a state or municipality may be more or
less than the charge. The federal income tax charge reimburses
the Company for its increased federal tax liability under the
Federal Tax Laws. The Company has determined that these tax
charges are reasonable in relation to its increased tax
liability, but reserves the right to increase these tax charges
due to changes in the Tax Laws that increase the Company's tax
liability. The total Premium Load is equal to 12.35% of each
premium payment.

Charges & Fees Assessed Against the Total Account Value
Charges and fees assessed against the Total Account Value will be
deducted from the Separate Account Value and the Fixed Account
Value in the same proportion that these values bear to the sum of
the Fixed Account Value and the Separate Account Value on the
date of the deduction. This is accomplished by liquidating
Accumulation Units and withdrawing the value of the liquidated
Accumulation Units from each Variable Option in the same
proportion as their respective values have to the sum of Your
Fixed Account and Separate Account Values. (See Accumulation
Units)

Transfers within Accounts
You may transfer all or part of each Fund to any other Fund or to
the Fixed Account Value at any time. We reserve the right to
charge an administrative fee of $25 for each transfer over 12
transfers per year.

Monthly Deductions
The Monthly Deduction includes the Cost of Insurance, a Policy
fee, a monthly administrative expense charge and any charges for
Supplementary Benefits. Monthly Deductions begin on the Issue
Date, even if the Issue Date is earlier than the date the
application is signed, and occur on each Monthly Deduction Day
thereafter. If the Policy's issuance is delayed due to
underwriting requirements, the charges will not be assessed until
the underwriting is complete and the application for the Policy
is approved. (See Premium Payments)

Cost of Insurance
The Cost of Insurance charge is related to the Company s expected
mortality cost for Your basic insurance coverage under the
Policy, not including any supplemental benefit provisions that
You may elect through a Policy rider. The Cost of Insurance
charge is equal to the Amount at Risk multiplied by a monthly

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Cost of Insurance rate. The Cost of Insurance rate is variable
and is based on both Insureds' issue ages, sex (where permitted
by law), number of Policy Years elapsed and premium class.
Because the Total Account Value and, under certain circumstances,
the Death Benefit of the Policy may vary from month to month, the
Cost of Insurance charge may also vary on each Monthly Deduction
Day. In addition, You should note that the Cost of Insurance
charge is related to the difference between the Death Benefit
payable under the Policy and the Total Account Value of the Poli-
cy. An increase in the Total Account Value or a decrease in the
Death Benefit may result in a smaller Cost of Insurance charge
while a decrease in the Total Account Value or an increase in the
Death Benefit may result in a larger cost of insurance charge.

The Cost of Insurance rate for standard risks will not exceed
those based on the 1980 Commissioners Standard Ordinary Mortality
Tables (1980 Tables). Substandard risks will have monthly
deductions based on Cost of Insurance rates which may be higher
than those set forth in the 1980 Tables. A table of guaranteed
maximum Cost of Insurance rates per $1,000 of the Amount at Risk
will be included in each Policy. The Monthly Cost of Insurance
rates may be adjusted by Us from time to time. Adjustments will
be on a class basis and will be based on Our estimates for future
factors such as mortality, investment income, expenses, and the
length of time Policies stay in force. Any adjustments will be
made on a nondiscriminatory basis.

Policy Fee and Monthly Administrative Expense Charge
The Monthly Deduction amount also includes a Policy fee of $69 a
month during the first Policy Year and $9 a month during
subsequent Policy Years (We reserve the right to charge $74 a
month during the first Policy Year and $14 a month during
subsequent Policy Years) and an administrative charge of $0.01 a
month per $1,000 of Specified Amount for 20 Policy Years from the
Issue Date of the Policy or increase. (We reserve the right to
charge $0.03 a month per $1,000 of Specified Amount for all
Policy Years). These charges are for items such as underwriting
and issuance, premium billing and collection, policy value
calculation, confirmations and periodic reports. The monthly
Policy fee and administrative expense charge is not expected to
exceed our actual costs.

Charges for Supplemental Benefits
If You elect any supplemental benefits through adding riders to
the Policy, a supplemental benefits charge will be included in
the Monthly Deduction amount. The amount of the charge will vary
depending upon the actual supplemental benefits selected and is
described on each applicable Policy rider.

Charges & Fees Assessed Against the Separate Account

Mortality and Expense Risk Charge

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A mortality and expense risk charge will be deducted from the
Separate Account Value to compensate the Company for the
aggregate mortality and expense risks assumed in connection with
the Policy. The mortality risk assumed by the Company is that
Insureds, as a group, may live for a shorter period of time than
estimated and that the Company will, therefore, pay a Death
Benefit before collecting a sufficient Cost of Insurance charge.
The expense risk assumed is that expenses incurred in issuing and
administering the Policies and operating the Separate Account
will be greater than the administrative charges estimated for
such expenses.

The mortality and expense risk charge will be deducted daily and
currently equals an annual rate of 0.85% of the average daily net
assets of the Separate Account. The Company reserves the right to
increase or decrease the mortality and expense risk charge if it
believes that circumstances have changed so that current charges
are no longer appropriate. However, in no event will the charge
exceed 0.90% of average daily net assets on an annual basis. If
the mortality and expense risk charge in effect at any time after
the later of Policy Year 10 or the Younger Insured's Attained Age
65 is less than 0.90%, the amount of this daily charge at that
time will be reduced to 0.00% although the Company reserves the
right to increase the charge thereafter to 0.90%.

The Separate Account is not subject to any taxes. However, if
taxes are assessed against the Separate Account, We reserve the
right to assess taxes against the Separate Account Value.

Charges Assessed Against the Underlying Funds
Most expenses incurred in the operation of the Funds are borne by
that Fund. Each Fund has an investment adviser and pays an
investment advisory fee, which is deducted daily from each Fund s
net assets. Fund advisers may reimburse the Funds for some or all
of these expenses. The investment advisory fees and other
expenses applicable to each of the Funds are described in detail
in the individual prospectuses for the Funds.

Charges Deducted Upon Surrender
If, during the first 20 Policy Years, the Policy is totally
surrendered or lapses, or a Partial Surrender reduces the
Specified Amount, a Surrender Charge will be deducted from the
Total Account Value. This charge is imposed in part to recoup
distribution expenses and in part to recover certain first year
administrative costs. The maximum Surrender Charges are included
in each Policy and are in compliance with each state's
nonforfeiture law.

The maximum Surrender Charge, as specified in the Policy, is
based on the Specified Amount. It also depends on the Issue Age,
risk classification and, in most states, sex of the Insureds.

<PAGE> Page 4
<PAGE>
If You increase the Specified Amount, a new Surrender Charge will
be applicable, in addition to the then existing Surrender Charge.
This charge will be effective on the Issue Date for the increase
and remain in effect for twenty years. In general, the additional
Surrender Charge will be calculated assuming that all premium
payments received after the increase are proportionately
allocated as payments on the initial Specified Amount and on the
incremental increase in the Specified Amount. Supplemental Policy
Specifications will be sent to You once the change is complete
and will reflect the maximum additional Surrender Charge in the
Table of Maximum Surrender Charges.

Any decrease in the Specified Amount will not reduce the original
or any additional Surrender Charge.

Any Surrender Charge imposed is based upon the premium actually
paid under the Policy and will comply with SEC rules for maximum
sales loads. This will vary with the Issue Ages, premium class,
sex (where allowed), Specified Amount of insurance and the
existence of certain supplementary benefits. For the illustration
contained in this Prospectus, using a Planned Premium of $2,688,
the Surrender Charge would be, at all times, limited to the
lesser of (a) or (b) where (a) is $4,914 (180% of the Guideline
Annual Premium for the Policy) minus 9% of premium previously
paid and (b) is 41% of premium previously paid. At all times
during the first 2 Policy Years, the Surrender Charge is
additionally limited to 20% of premium paid up to $2,730 (the
Guideline Annual Premium for the Policy), plus 1% of premium up
to $5,460 (200% of the Guideline Annual Premium for the Policy).
The Guideline Annual Premium for Your Policy will be set forth in
the Policy Specifications.

The illustration contained in this Prospectus shows Surrender
Charges that have been limited based on the illustrated premium.

Surrender Charges on Full and Partial Surrenders
All applicable surrender Charges are imposed on Full surrenders.

A proportional percentage of all Surrender Charges is imposed on
Partial Surrenders. The proportional percentage is the amount of
the net Partial Surrender divided by the sum of the Separate
Account Value and the Fixed Account Value less full Surrender
Charges. When a Partial Surrender is made, any applicable
remaining Surrender Charges will be reduced in the same
proportion. A transaction charge of $25 will be made against the
Separate Account for each Partial Surrender.

(See Partial Surrenders)

<PAGE> Page 5
<PAGE>
Allocation of Premiums
You may allocate all or a part of Your Net Premiums to the Funds
currently available through the Separate Account in connection
with the Policy and/or You may allocate all or a part of Your Net
Premiums to the Fixed Account.

The Funds
The Separate Account currently invests in shares of the Funds
listed below. Net Premiums applied to the Separate Account will
be invested in the Funds in accordance with the selection made by
the Policyowner. Funds may be added or withdrawn as permitted by
applicable law. Shares of the Funds are not sold directly to the
general public. Each of the Funds is available only through the
purchase of variable annuities or variable life insurance
policies. (See Mixed and Shared Funding)

The investment results of the Funds, whose investment objectives
are described below, are likely to differ significantly. There is
no assurance that any of the Funds will achieve their respective
investment objectives. Investment in some of the Funds involves
special risks, which are described in their respective
prospectuses. You should read the prospectuses for the Funds and
consider carefully, and on a continuing basis, which Fund or
combination of Funds is best suited to Your long-term investment
objectives. Except where otherwise noted, all of the Funds are
diversified, as defined in the Investment Company Act of 1940.

- Aetna Variable Fund seeks to maximize total return through
investments in a diversified portfolio of common stocks and
securities convertible into common stocks.

- Aetna Income Shares seeks to maximize total return, consis-
tent with reasonable risk, through investments in a diversi-
fied portfolio consisting primarily of debt securities.

- Aetna Variable Encore Fund seeks to provide high current
return, consistent with preservation of capital and
liquidity, through investment in high-quality money market
instruments. An investment in this Fund is neither insured
nor guaranteed by the U.S. Government.

- Aetna Investment Advisers Fund, Inc. seeks to maximize
investment return consistent with reasonable safety of
principal by investing in one or more of the following asset
classes: stocks, bonds and cash equivalents based on the
Company's judgment of which of those sectors or mix thereof
offers the best investment prospects.

- Aetna Generation Portfolios, Inc. - Aetna Ascent Variable
Portfolio seeks to provide capital appreciation by
allocating its investments among equities and fixed income
securities. Aetna Ascent is managed for investors who
generally have an investment horizon exceeding 15 years, and
<PAGE> Page 6
<PAGE>
who have a high level of risk tolerance. See the Fund s
prospectus for a discussion of the risks involved.

- Aetna Generation Portfolios, Inc. - Aetna Crossroads
Variable Portfolio seeks to provide total return (i.e.,
income and capital appreciation, both realized and
unrealized) by allocating its investments among equities and
fixed income securities. Aetna Crossroads is managed for
investors who generally have an investment horizon exceeding
10 years and who have a moderate level of risk tolerance.

- Aetna Generation Portfolios, Inc. - Aetna Legacy Variable
Portfolio seeks to provide total return consistent with
preservation of capital by allocating its investments among
equities and fixed income securities. Aetna Legacy is
managed for investors who generally have an investment
horizon exceeding five years and who have a low level of
risk tolerance.

- Alger American Fund - Alger American Small Capitalization
Portfolio seeks capital appreciation through investments in
the common stock of smaller companies offering the potential
for significant price gain. It invests at least 85% of its
net assets in equity securities and at least 65% of its net
assets in equity securities of companies that, at the time
of purchase, have "total market capitalization" (present
market value per share multiplied by the total number of
shares outstanding) of less than $1 billion. Investing in
smaller companies may present risks not present in in-
vestments in larger companies. See the Fund's prospectus for
a discussion of these risks.

- Fidelity Investments Variable Insurance Products Fund -
Equity-Income Portfolio seeks reasonable income by investing
primarily in income-producing equity securities. In choosing
these securities, the Fund will also consider the potential
for capital appreciation.

- Fidelity Investments Variable Insurance Products Fund -
Contrafund Portfolio seeks maximum total return over the
long term by investing its assets mainly in equity
securities of companies that are undervalued or out-of-
favor.

- Janus Aspen Series - Growth Portfolio seeks long-term growth
of capital by investing primarily in a diversified portfolio
of common stocks of a large number of issuers of any size.
The Portfolio generally emphasizes issuers with large market
capitalizations.

- Janus Aspen Series - Aggressive Growth Portfolio seeks long-
term growth of capital by emphasizing investments in common

<PAGE> Page 7
<PAGE>
stocks of companies with a market capitalization between $1
billion and $5 billion and is nondiversified.

- Janus Aspen Series - Worldwide Growth Portfolio seeks long-
term growth of capital by investing primarily in common
stocks of foreign and domestic issuers of any size. The
Portfolio normally invests in issuers from at least five
different countries, including the United States.
International investments involve risks not present in U.S.
securities. See the Portfolio's prospectus for a discussion
of these risks.

- Janus Aspen Series - Balanced Portfolio seeks long-term
growth of capital consistent with preservation of capital
and balanced by current income. The Portfolio is designed
for investors who want to participate in the equity markets
through a more moderate investment than a pure growth fund.
Investments in income-producing securities are intended to
result in a portfolio that provides a more consistent total
return than may be attainable through investing solely in
growth stocks. The Portfolio is not designed for investors
who desire a consistent level of income.

- Janus Aspen Series - Short-Term Bond Portfolio seeks as high
a level of current income as is consistent with
preservation of capital by investing primarily in short- and
intermediate-term fixed income securities. The Portfolio
will normally maintain a dollar-weighted average portfolio
maturity of less than three years, but not to exceed five
years depending upon its portfolio manager's opinion of
prevailing market, financial and economic conditions.

- Scudder Variable Life Investment Fund - International
Portfolio seeks long term growth of capital primarily
through diversified holdings of marketable foreign equity
investments. Investing in foreign securities may involve a
greater degree of risk than investing in domestic
securities. See the Fund's prospectus for a discussion of
these risks.

- TCI Portfolios, Inc. - TCI Growth (a Twentieth Century Fund)
seeks capital growth by investing in common stocks
(including securities convertible into common stocks) and
other securities that meet certain fundamental and technical
standards of selection, and, in the opinion of TCI Growth's
management, have better than average potential for
appreciation. The Portfolio tries to stay fully invested in
such securities, regardless of the movement of prices
generally. The Portfolio may invest in foreign securities.
Foreign investing involves risks that differ from those
involved in domestic investing. See the Portfolio's
prospectus for a discussion of these risks.

<PAGE> Page 8
<PAGE>
Some of the above Funds may use instruments known as derivatives
as part of their investment strategies, as described in their
respective prospectuses. The use of certain derivatives such as
inverse floaters and principal only debt instruments may involve
higher risk of volatility to a Fund. The use of leverage in con-
nection with derivatives can also increase risk of losses. See
the prospectus for the Fund for a discussion of the risks associ-
ated with an investment in those Funds.

Fund Investment Advisers
The following table identifies the investment adviser for each
Fund.

<TABLE>
<CAPTION>
Fund Investment Adviser
<S> <C>

Aetna Variable Fund Aetna Life Insurance and Annuity
Company (ALIC)
Aetna Income Shares ALIAC
Aetna Variable Encore Fund ALIAC
Aetna Investment Advisers
Fund, Inc. ALIAC
Aetna Ascent Variable Portfolio ALIAC
Aetna Crossroads
Variable Portfolio ALIAC
Aetna Legacy Variable Portfolio ALIAC
Alger American Small Cap Portfolio Fred Alger Management, Inc.
Fidelity VIP
Equity-Income Portfolio Fidelity Management & Research
Company
Fidelity VIP Contrafund Portfolio Fidelity Management & Research
Company
Janus Aspen Growth Portfolio Janus Capital Corporation
Janus Aspen Aggressive
Growth Portfolio Janus Capital Corporation
Janus Aspen Worldwide
Growth Portfolio Janus Capital Corporation
Janus Aspen Balanced Portfolio Janus Capital Corporation
Janus Aspen Short-Term
Bond Portfolio Janus Capital Corporation
Scudder International Portfolio Scudder, Stevens & Clark, Inc.
TCI Growth Investors Research Corporation
</TABLE>

Mixed and Shared Funding; Conflicts of Interest
Shares of the Funds are available to insurance company separate
accounts which fund variable annuity contracts and variable life
insurance policies, including the Policy described in this
Prospectus. Because Fund shares are offered to separate accounts
of both affiliated and unaffiliated insurance companies, it is

<PAGE> Page 9
<PAGE>
conceivable that, in the future, it may not be advantageous for
variable life insurance separate accounts and variable annuity
separate accounts to invest in these Funds simultaneously, since
the interests of such Policyowners or contractholders may differ.
Although neither the Company nor the Funds currently foresees any
such disadvantages either to variable life insurance or to
variable annuity Policyowners, each Fund's Board of
Trustees/Directors has agreed to monitor events in order to
identify any material irreconcilable conflicts which may possibly
arise and to determine what action, if any, should be taken in
response thereto. If such a conflict were to occur, one of the
separate accounts might withdraw its investment in a Fund. This
might force that Fund to sell portfolio securities at
disadvantageous prices.

Fund Additions, Deletions or Substitutions
The Company reserves the right, subject to compliance with
appropriate state and federal laws, to add additional Fund(s) or
cease to make Fund shares available under the Policy
prospectively. The Company may substitute shares of one Fund for
shares of another Fund if, among other things, (a) it is
determined that a Fund no longer suits the purpose of the Policy
due to a change in its investment objectives or restrictions; (b)
the shares of a Fund are no longer available for investment; or
(c) in the Company s view, it has become inappropriate to
continue investing in the shares of the Fund. Substitution may be
made with respect to both existing investments and the investment
of any future premium payments. However, no substitution of
securities will be made without prior notice to Policyowners, and
without prior approval of the SEC or such other regulatory
authorities as may be necessary, all to the extent required and
permitted by the Investment Company Act of 1940 or other
applicable law.

Fixed Account
Interests in the Fixed Account have not been registered with the
SEC in reliance upon exemptions under the Securities Act of 1933,
as amended. However, disclosure in this Prospectus regarding the
Fixed Account may be subject to certain generally applicable
provisions of the federal securities laws relating to the
accuracy and completeness of the statements. Disclosure in this
Prospectus relating to the Fixed Account has not been reviewed by
the SEC.

The Fixed Account is a fixed funding option available under the
Policy. The Company guarantees a minimum interest rate on amounts
in the Fixed Account and assumes the risk of investment gain or
loss. The investment gain or loss of the Separate Account or any
of the Funds does not affect the Fixed Account Value.

The Fixed Account is secured by the general assets of the
Company. The general assets of the Company include all assets of

<PAGE> Page 10
<PAGE>
the Company other than those held in separate accounts sponsored
by the Company or its affiliates. The Company will invest the
assets of the Fixed Account in those assets chosen by the
Company, as allowed by applicable law. Investment income of such
Fixed Account assets will be allocated by the Company between
itself and those policies participating in the Fixed Account.

The Company guarantees that, at any time, the Fixed Account Value
will not be less than the amount of the Net Premiums allocated to
the Fixed Account, plus interest at an annual rate of not less
than 4%, less the amount of any Partial Surrenders, Policy Loans
or Monthly Deductions. If the interest rate credited is greater
than 4%, additional guaranteed excess interest of .85% will be
credited to the Fixed Account Value beginning in Policy Year 11
or, if later, at the younger Insured's Attained Age 65.

Policy Choices

Premium Payments
The Policy is a flexible premium life insurance policy in that
the Policyowner has the right to decide when to make premium
payments and in what amounts. Your Policy provides various
premium levels at which You may make payments. They are the
Planned Premium, Basic Monthly Premium and the Guaranteed Death
Benefit to the Younger Insured's Attained Age 100 Premium. Each
of these will be shown in Your Policy. Alternatively, You make
any other premium payments You wish as Additional Premiums.

Payment of the Basic Monthly Premium, Guaranteed Death Benefit to
the Younger Insured's Age 100 Premium, Planned Premiums, or
Additional Premiums in any amount will not, except as noted
below, guarantee that Your policy will remain in force.
Conversely, failure to pay Basic Monthly Premiums, Planned
Premiums or Additional Premiums will not necessarily cause Your
Policy to lapse. Not paying Your applicable Guaranteed Death
Benefit premium will, however, cause the Guaranteed Death Benefit
to terminate and may cause the No Lapse Coverage not to be
applicable. (See Guaranteed Death Benefit and No Lapse Coverage)

Planned Premiums are those premiums We agree to bill on an
annual, semiannual or quarterly basis. Pre-authorized automatic
monthly check payments may also be arranged. Planned Premium due
dates are measured from the Issue Date. The Planned Premium is
also due on the Issue Date. You may request as Your Planned
Premium for Your Policy the Basic Monthly Premium or the
Guaranteed Death Benefit to the Younger Insured's Attained Age
100 Premium.

You may increase Your Planned Premium at any time by submitting a
Written Request to us or by paying Additional Premium. We may
require evidence of insurability if the Additional Premium or the

<PAGE> Page 11
<PAGE>
new Planned Premium during the current Policy Year would increase
the difference between the Death Benefit and the Total Account
Value. If satisfactory evidence of insurability is requested and
not provided, We will refund the increase in premium without
interest and without participation of such amounts in the Funds.

Premiums paid in excess of the Planned Premium or an increase in
Your Planned Premium may cause the Policy to be classified as a
"Modified Endowment Contract" for federal income tax purposes.
(See Tax Matters)

At the time You apply for a Policy, if You have paid sufficient
premiums and have answered favorably certain questions relating
to each Insured's health, a temporary insurance agreement (where
approved for use) in the amount applied for will be provided.

Under limited circumstances, We may backdate a Policy, upon
request, by assigning an issue Date earlier than the date the
application is signed but no earlier than six months prior to
state approval of the Policy. Backdating may be desirable, for
example, so that You can purchase a particular Policy Specified
Amount for lower Cost of Insurance Rates based on a younger
insurance age. For a backdated Policy, You must pay the premium
for the period between the Issue Date and the date the
application is received at the Home Office. Backdating of Your
Policy will not affect the date on which Your premium payments
are credited to the Separate Account and You are credited with
Accumulation Units. You cannot be credited with Accumulation
Units until Your Net Premium is actually deposited in the
Separate Account. (See Accumulation Units)

After the first premium payment, all premiums must be sent
directly to our Home Office and will be deemed received when
actually received at the Home Office. Your premium payments will
be allocated as You have directed, effective the Valuation Period
when each payment is actually received in the Home Office.

You may reallocate Your future premium payments at any time by
Your request to us. Allocations must be changed in whole
percentages. The change will be effective as of the date of the
next premium payment after You notify Us. We will send You
confirmation of the change. (See Transfers and Allocations to
Funding Options)

Guaranteed Death Benefit
The Guaranteed Death Benefit provision assures that, the Policy
will not lapse if certain premiums are paid when due. As long as
there are no outstanding Policy Loans, have been no Partial
Surrenders and all the Guaranteed Death Benefit premiums due
since the Issue Date are paid on or before each Monthly Deduction
Day, the Policy will not lapse even if the Surrender Value is
insufficient to satisfy the current Monthly Deductions. If on a

<PAGE> Page 12
<PAGE>
Monthly Deduction Day, all or part of the applicable Guaranteed
Death Benefit premiums have not been paid, You will have 61 days
from the Monthly Deduction Day to pay the amount of the
applicable Guaranteed Death Benefit premiums due. Failure to do
so will cause the corresponding Guaranteed Death benefit to
terminate. The Guaranteed Death Benefit is available to the
younger Insured's Attained Age 80 or to the younger Insured's
Attained Age 100.

The Guaranteed Death Benefit to the Younger Insured's Attained
Age 80 assures that Your Policy will not lapse prior to the later
of the younger Insured's Attained Age 80 or 10 Policy Years from
the Issue Date. The premium for this Guaranteed Death Benefit is
the Basic Monthly Premium.

The Guaranteed Death Benefit to the Younger Insured's Attained
Age 100 assures that Your Policy will not lapse prior to the
younger Insured's Attained Age 100. The premium for this
Guaranteed Death Benefit is the Guaranteed Death Benefit to the
Younger Insured's Age 100 Premium.

If the Guaranteed Death Benefit to the Younger Insured's Attained
Age 100 has terminated because sufficient payments have not been
made, We will determine if the condition for the Guaranteed Death
Benefit to the Younger Insured's Attained Age 80 has been
satisfied. If satisfied, the Guaranteed Death Benefit Provision
to the Younger Insured's Age 100 will terminate and the
conditions set forth in the Guaranteed Death Benefit to the
Younger Insured's Age 80 provision will be applicable.

The Guaranteed Death Benefit may not be available in all
circumstances and is only available in those states where it is
approved. Once terminated, the Guaranteed Death Benefit to the
Younger Insured's Attained Age 80 and the Guaranteed Death
Benefit to the Younger Insured's Attained Age 100 provisions
cannot be reinstated.

No Lapse Coverage Provision
The Policy will not terminate within the 5-year period after its
Issue Date or the Issue Date of any increase if sufficient
premiums have been paid. The Policy will not terminate if on any
Monthly Deduction Day within that period the sum of premiums paid
within that period equals or exceeds (a) the sum of the Basic
Monthly Premiums for each Policy Month from the start of the
period, including the current month; plus (b) any Partial
Surrenders; plus (c) any increase in the Loan Account Value since
the start of the period.

If on any Monthly Deduction Day within the 5-year period the sum
of premiums paid is less than the sum of items (a), (b) and (c)
above and the Total Account Value is less than the Monthly
Deduction the Policy will enter the Grace Period. Additional

<PAGE> Page 13
<PAGE>
premiums payments must be paid to prevent the termination of the
Policy. (See Grace Period)

After the 5-year period expires, on each Monthly Deduction Day,
the Surrender Value must be greater than the Monthly Deduction to
prevent activation of the Grace Period provision of the Policy,
unless a Guaranteed Death Benefit is in force. (See Guaranteed
Death Benefit and Grace Period)

Death Benefit Options
At the time of purchase, You must choose between the two
available Death Benefit Options. The amount payable upon the
Second Death is based upon one of the following Death Benefit
Options You choose.

Under Option 1 the Death Benefit will be the greater of: (a) the
Specified Amount or (b) a percentage of the Total Account Value.
This Percentage is 1 divided by the Net Single Premium per dollar
of Specified Amount.

Under Option 2 the Death Benefit will be the greater of: (a) the
Specified Amount plus the Total Account Value on the date of
death or (b) a percentage of the Total Account Value. This
percentage is 1 divided by the Net Single Premium per dollar of
Specified Amount. Option 2 provides a varying Death Benefit which
increases or decreases over time, depending upon the amount of
premium paid and the investment performance of the Fund(s) You
choose.

Under both Option 1 and Option 2, the Death Benefit may be
affected by Partial Surrenders. The Death Benefit payable under
either Option will be reduced by the amount necessary to repay
the Loan Account Value in full and, if the Policy is within the
Grace Period, any payment required to keep the Policy in force.
(See Partial Surrenders)

Transfers and Allocations to Funding Options
At any time prior to the Maturity Date, You may transfer all or
part of each Fund Account Value to any other Fund or to the Fixed
Account Value at any time. Funds may be transferred between the
Funds or from the Funds to the Fixed Account. We reserve the
right to charge an administrative fee of $25 for more than 12
transfers per year.

We reserve the right to limit the total number of Funds You may
elect to 15 over the lifetime of the Policy.

<PAGE> Page 14
<PAGE>
transfer will be effective on the Valuation Date that Your
request is received by the Home Office. The amount of such
transfer cannot exceed 25% of the Fixed Account Value.

Accumulation Units for each Variable Option will be added to or
subtracted from Your Separate Account Value, based on each
Variable Option's Accumulation Unit Value at the end of the
Valuation Period when request for such transfer is received by
Us. A dollar amount will be added to or subtracted from the Fixed
Account Value according to the terms of Your request for
transfer. You should carefully consider current market conditions
and each Fund's investment policies and related risks before
allocating money to the Funds. (See Premium Payments and
Accumulation Units)

Telephone Transfers
You may request a transfer of Account Values either in writing or
by telephone. In order to make telephone transfers, a written
telephone transfer authorization form must be completed by the
Policyowner and returned to the Company at its Home Office. Once
the form is processed, the Policyowner may request a transfer by
telephoning the Company at 1-800-334-7586. All transfers must be
in accordance with the terms of the Policy.

Transfer instructions are currently accepted on each Valuation
Date. Once instructions have been accepted, they may not be
rescinded; however, new telephone instructions may be given on
the following day. If the transfer instructions are not in good
order, the Company will not execute the transfer and You will be
notified.

We will use reasonable procedures, such as requiring identifying
information from callers, recording telephone instructions, and
providing written confirmation of transactions, in order to
confirm that telephone instructions are genuine. Any telephone
instructions which We reasonably believe to be genuine will be
Your responsibility, including losses arising from any errors in
the communication of instructions. As a result of this procedure,
the Policyowner will bear the risk of loss. If the Company does
not use reasonable procedures, as described above, it may be
liable for losses due to unauthorized instructions.

Automated Transfers (Dollar Cost Averaging)
Dollar Cost Averaging describes a system of investing a uniform
sum of money at regular intervals over an extended period of
time. Dollar Cost Averaging is based on the economic fact that
buying a security with a constant sum of money at fixed intervals
results in acquiring more of the item when prices are low and
less of it when prices are high.

You may establish automated transfers of Fund Account Values on a
monthly or quarterly basis from the Aetna Variable Encore Fund to

<PAGE> Page 15
<PAGE>
any other Fund through Written Request or other method acceptable
to the Company. Dollar Cost Averaging is not permitted to or from
the Fixed Account. You must have a minimum of $5,000 allocated to
the Aetna Variable Encore Fund in order to enroll in the Dollar
Cost Averaging program. The minimum automated transfer amount is
$50 per month. You may start or stop participation in the Dollar
Cost Averaging program at any time, but You must give the Company
at least 30 days notice to change any automated transfer
instructions that are currently in place. The Company reserves
the right to suspend or modify automated transfer privileges at
any time.

Before participating in the Dollar Cost Averaging program, You
should consider the risks involved in switching between
investments available under the Policy. Dollar Cost Averaging
requires regular investments regardless of fluctuating price
levels, and does not guarantee profits or prevent losses.
Therefore, You should carefully consider market conditions and
each Fund s investment policies and related risks before electing
to participate in the Dollar Cost Averaging Program.

Policy Values

Total Account Value
Once Your Policy has been issued, each Net Premium allocated to a
Variable Option of the Separate Account is credited in the form
of Accumulation Units of the Variable Option based on that
Variable Option's Accumulation Unit Value. Each Net Premium will
be credited to Your Policy at the Accumulation Unit Value(s)
determined for the Valuation Period in which it is received and
accepted by Us at Our Home Office following the Issue Date of the
Policy. The number of Accumulation Units credited is determined
by dividing the Net Premium by the value of an Accumulation Unit
computed after the premium is received and accepted by Us. Since
each Variable Option has a unique Accumulation Unit Value, if You
have elected a combination of Variable Options You will have
Accumulation Units credited to Your Separate Account Value for
each Variable Option.

The Total Account Value of Your Policy is determined by: (a)
multiplying the total number of Accumulation Units credited to
the Policy for each applicable Variable Option by its appropriate
current Accumulation Unit Value; (b) if You have elected a
combination of Variable Options, totaling the resulting value;
and (c) adding any values attributable to the Fixed Account and
any values attributable to the Loan Account Value.

The number of Accumulation Units credited to a Policy will not be
changed by any subsequent change in the value of an Accumulation
Unit. The number is increased by subsequent contributions to or
transfers into a Variable Option, and decreased by charges and
withdrawals from that Variable Option.

<PAGE> Page 16
<PAGE>
The Fixed Account Value reflects amounts allocated to the general
account through payment of premiums or transfers from the
Separate Account. Amounts allocated to the Fixed Account Value
are guaranteed; however there is no assurance that the Separate
Account Value of the Policy will equal or exceed the Net Premiums
paid and allocated to the Separate Account.

You will be advised at least annually as to the number of
Accumulation Units which remain credited to the Policy, the
current Accumulation Unit Values, the Separate Account Value, the
Fixed Account Value, and the Total Account Value.

Accumulation Unit Value
The value of an Accumulation Unit for any Valuation Period is
determined by multiplying the value of an Accumulation Unit for
the immediately preceding Valuation Period by the net investment
factor for the current period for the appropriate Variable
Option. The net investment factor equals the net investment rate
plus 1.0. The net investment rate is determined separately for
each Variable Option as follows:

The net investment rate equals (a) the net assets of the Variable
Option held in Variable Life Account B at the end of a Valuation
Period; minus (b) the net assets of the Variable Option held in
Variable Life Account B at the beginning of that Valuation
Period, adjusted by any taxes or provisions for taxes
attributable to the operation of Variable Life Account B; divided
by (c) the value of the Variable Option's Accumulation Units held
in Variable Life Account B at the beginning of the Valuation
Period; minus (d) a daily charge for mortality and expense risk
expenses.

Maturity Value
The Maturity Value of the Policy is the Total Account Value less
the Loan Account Value less any unpaid accrued interest.

Surrender Value
The Surrender Value of the Policy is the amount You can receive
in cash by surrendering the Policy. All or part of the Surrender
Value may be applied to one or more of the Settlement Options
described in this Prospectus or in any manner to which We agree
and that We make available. (See Charges Deducted Upon Surrender)

Policy Rights

Full Surrenders
By Written Request, You may surrender the Policy for its Full
Surrender Value at any time before the Maturity Date while one or
both Insureds is alive. All insurance coverage under the Policy
will end on the date of the Full Surrender. The Full Surrender
Value will equal (a) the Total Account Value on the date of
surrender; less (b) the Surrender Charge; less (c) the Loan

<PAGE> Page 17
<PAGE>
Account Value plus any accrued interest. We will require return
of the Policy. (See Right to Defer Payment, Policy Settlement and
Payment of Benefits)

Partial Surrenders
By Written Request, You may, at any time after the expiration of
the Right of Policy Examination, partially surrender the Policy.

A Partial Surrender Charge will be deducted from the amount of
the Total Account Value which is surrendered. The minimum amount
of any Partial Surrender after any Partial Surrender charge is
applied is $500. We may also charge an administrative fee of $25.

The Partial Surrender charge will be in proportion to the
Surrender Charge that would apply to a Full Surrender. The
proportion will be computed as the amount of the net Partial
Surrender divided by the sum of the Fixed Account Value and the
Separate Account Value less the Full Surrender Charge. When the
Partial Surrender is made, any future Surrender Charge will be
reduced in the same proportion.

The Partial Surrender Charge, and the net amount surrendered will
reduce the Policy's values as described in the Charges Deducted
Upon Surrender section.

If the Death Benefit Option for the Policy is Option 1, a Partial
Surrender will reduce the Total Account Value, Death Benefit, and
Specified Amount. The Specified Amount and Total Account Value
will be reduced by equal amounts. However, We will not allow a
Partial Surrender if the Specified Amount will be reduced below
the minimum Specified Amount of $250,000.

If the Death Benefit Option for the Policy is Option 2, a Partial
Surrender will reduce the Total Account Value and the Death
Benefit. The Specified Amount will not be reduced.

If the Death Benefit for the Policy is determined as the Total
Account Value divided by the Net Single Premium, the Partial
Surrender may not reduce the Specified Amount.

A reduction in the Specified Amount will cause a reduction in the
required premiums for the Guaranteed Death Benefit. The future
premium required to maintain the Guaranteed Death Benefit will be
based on the new Specified Amount.

If, at the time of a Partial Surrender, Your Total Account Value
is attributable to the Separate Account and the Fixed Account,
the Surrender Charge, the transaction charge and the amount paid
to You upon the Partial Surrender will be deducted from the
Separate Account Value and the Fixed Account Value in the same
proportion as these values bear to the sum of the Fixed Account
Value and the Separate Account Value on the date of the

<PAGE> Page 18
<PAGE>
deduction. This is accomplished by liquidating Accumulation Units
and withdrawing the value of the liquidated Accumulation Units
from each Variable Option in the same proportion as their
respective values have to the sum of Your Fixed Account and
Separate Account Values. (See Right to Defer Payment, Policy
Changes and Payment of Benefits)

Paid-Up Nonforfeiture Option
By Written Request, You may elect, at any time before the
Maturity Date, to continue the Policy as paid-up life insurance.

The Surrender Value will be applied as a Net Single Premium to
determine the Specified Amount of the paid-up insurance. The cost
of the paid-up insurance will be based on the guaranteed maximum
Cost of Insurance Rates in the Policy and an interest rate of
4.0% compounded annually. However, the Specified Amount of the
paid-up insurance cannot exceed the Death Benefit under the
Policy as of the effective date of the paid-up insurance. Any
excess Surrender Value will be refunded to You.

Full and Partial Surrenders and Policy Loans, as described in
this Prospectus, will be allowed if the Policy is continued in
force as paid up insurance.

Proceeds payable under this option upon death or maturity will
equal the Specified Amount less debt of the paid up insurance.
(See Tax Matters)

Grace Period
If the Surrender Value is insufficient to satisfy a Monthly
Deduction on the Monthly Deduction Day, We will allow You 61 days
of grace for payment of an amount sufficient to continued
coverage. We may require payment of the amount necessary
to keep the Policy in force for the current month plus two
additional months.

Written notice will be mailed to Your last known address,
according to Our records, not less than 61 days before
termination of the Policy. This notice will also be mailed to the
last known address of any assignee of record.

During the days of grace the Policy will stay in force. If the
Second Death occurs during the days of grace, We will deduct an
amount required to keep the Policy in force from the Death
Benefit.

If payment is not made within 61 days after the Monthly Deduction
Day, the Policy will terminate without value at the end of the
Grace Period. The termination will be effective on the Monthly
Deduction Day for the first unpaid Monthly Deduction.

<PAGE> Page 19
<PAGE>
Reinstatement of a Lapsed Policy
If the Policy terminates as provided in its Grace Period benefit,
it may be reinstated. To reinstate the Policy, the following
conditions must be met:

- The Policy has not been fully surrendered.

- You must apply for reinstatement within 5 years after
the date of termination and before the Maturity Date.

- We must receive evidence of insurability, satisfactory
to Us, on each Insured.

- We must receive a premium payment sufficient to keep
the Policy in force for the current month plus two
additional months.

Supplemental Benefits will be reinstated only with Our consent.
(See Grace Period and Premium Payments)

Coverage Beyond Maturity
You may elect to continue coverage beyond the Maturity Date
provided the Policy is in force on the Maturity Date. If elected,
on the Maturity Date the Separate Account Value of the Policy
will be transferred to the Fixed Account where it will continue
to earn interest as described in the Policy. Monthly Deduction
Amounts will continue to be deducted, with a Cost of Insurance
rate equal to zero. Only payments required to keep the policy in
force will be accepted beyond the Maturity Date.

The Policy may be subject to certain adverse tax consequences
when continued beyond the Maturity Date.

All other rights and benefits as described in the Policy will be
available before the Second Death.

Coverage Beyond Maturity is not permitted in New York.

Right to Defer Payment
Payments of any Separate Account Value will be made within 7 days
after Our receipt of Your Written Request. However, the Company
reserves the right to suspend or postpone the date of any payment
of any benefit or values for any Valuation Period (1) when the
New York Stock Exchange is closed (except holidays or weekends);
(2) when trading on the Exchange is restricted; (3) when an
emergency exists as determined by the SEC so that disposal of the
securities held in the Funds is not reasonably practicable or it
is not reasonably practicable to determine the value of the
Funds net assets; or (4) during any other period when the SEC,
by order, so permits for the protection of security holders. For
payment from the Separate Account in such instances, We may defer
payment of Full Surrender and Partial Surrender Values, any Death

<PAGE> Page 20
<PAGE>
Benefit in excess of the current Specified Amount, and any
portion of the Loan Value.

Payment of any Fixed Account Value may be deferred for up to six
months, except when used to pay amounts due Us.

Policy Loans
We will grant loans at any time after the expiration of the Right
of Policy Examination and before the Maturity Date. The amount of
the loan will not be more than the Loan Value. Unless otherwise
required by state law, the Loan Value for this Policy is 90% of
the sum of the Fixed Account Value and the Separate Account
Value.

The amount of the loan will be transferred out of the Fixed
Account and Separate Account Values as described in the Policy
Values section. The loan amount increases the Loan Account Value.
The loan may be repaid in full or in part at any time prior to
the Maturity Date as long as this Policy is in force and one or
both Insureds is alive. The amount necessary to repay all loans
in full is the Loan Account Value plus any accrued interest. Loan
repayments will be allocated to the Fixed Account Value and the
Separate Account Value in the same proportion in which the loan
was taken. The Loan Account Value will be reduced by payments You
identify as loan repayments. All other payments will be
considered premium payments.

The amount of interest earned on the Loan Account Value and the
amount of interest charged to You on a loan depends on whether
the loan is considered preferred. A preferred loan is a loan
beginning in the 11th Policy Year or upon the younger Insured's
Attained Age 65, whichever is later, and on each Policy
Anniversary thereafter, that is taken from the Separate Account
Value. The interest rate charged on the preferred loan and the
interest rate credited to the Loan Account Value is 4%.

For all other loans, the loan interest rate charged is 8%. The
Loan Account Value will earn interest at the guaranteed rate of
4%; however, We may credit interest in excess of this rate.

Interest is due and payable on the next Policy Anniversary, the
date this Policy ends or upon full repayment of the Loan Account
Value. Any interest not paid when due will be added to the Loan
Account Value on the Policy Anniversary and will itself bear
interest on the same terms.

An outstanding loan amount will decrease the Surrender Value
available under the Policy. For example, if a Policy has a
Surrender Value of $10,000, You may take a loan of 90% or $9,000,
leaving a new Surrender Value of $1,000. If a loan is not repaid,
it will permanently decrease the Surrender Value which could

<PAGE> Page 21
<PAGE>
cause the Policy to lapse. In addition, the Death Benefit will be
decreased because of an outstanding Policy Loan. Furthermore,
even if the loan is repaid, the amount of the Death Benefit and
the Policy s Surrender Value may be permanently affected since
the Loan Account Value is not credited with the investment
experience of the Funds.

Policy Changes
You may make changes to Your Policy, as described below, by
submitting a Written Request to Our Home Office. Supplemental
Policy Specifications and/or a notice confirming the change will
be sent to You once the change is completed.

Increase in Specified Amount
Increases will be allowed at any time while this Policy is in
force while both Insureds are alive subject to the following
conditions. The increase may be rescinded by You within 45 days
of the subsequent application or within 10 days of receipt of the
supplemental Policy Specifications and/or notice of the right to
rescind the increase, whichever is latest.

- Satisfactory evidence of insurability on both Insureds
will be required.

- The Issue Date for any increase will be shown in the
supplemental Policy Specifications.

- The Surrender Value immediately after an increase must
be at least three times the sum of (a) the most recent
Monthly Deduction from the Total Account Value and (b)
the Specified Amount of the increase multiplied by the
applicable Cost of Insurance Rate divided by 1000.

- An increase in the Specified Amount will increase the
Surrender Charge.

- The 5-year period as described in the No Lapse Coverage
provision will restart on the Issue Date of the
increase.

- The Basic Monthly Premium and the premium required to
satisfy the Guaranteed Death Benefit to the Younger
Insured's Age 100 will be adjusted when the Specified
Amount is increased.

Decrease in Specified Amount
You may decrease the Specified Amount of this Policy after the
5th Policy Year, however:

- We will not allow a decrease in the Specified Amount if
the Specified Amount would be reduced below the minimum

<PAGE> Page 22
<PAGE>
Specified Amount of $250,000.

- For a decrease in the Specified Amount, the Issue Date
will be the Monthly Deduction Day on or next following
the date on which Your Written Request is received.

- The decrease will reduce any past increases in the
reverse order in which they occurred.

- The Basic Monthly Premium and the premium required to
satisfy the Guaranteed Death Benefit to the Younger
Insured's Age 100 will be based on the new Specified
Amount.

- There will be no change in the Surrender Charge.

Change in Death Benefit Option
Any change in the Death Benefit Option is subject to the
following conditions:
- We will not allow a change in the Death Benefit Option
if the Specified Amount will be reduced below the
minimum Specified Amount of $250,000.

- The change will take effect on the Monthly Deduction
Day on or next following the date on which Your Written
Request is received.

- There will be no change in the Surrender Charge.

- Evidence of insurability may be required.

- Changes from Option 1 to 2 will be allowed at any time
while this Policy is in force. The Specified Amount
will be reduced to equal the Specified Amount less the
Total Account Value at the time of the change.

- Changes from Option 2 to 1 will be allowed at any time
while this policy is in force. The new Specified Amount
will be increased to equal the Specified Amount plus
the Total Account Value as of the date of the change.

(See Surrender Charge and Right of Policy Examination)

Right of Policy Examination
The Policy has a free look period during which You may examine
the Policy. If for any reason You are dissatisfied, it may be
returned to Aetna or its representative within 45 days of
Application, within 10 days of receipt of the Policy or 10 days
after Aetna mails notice of right to cancel, whichever is latest.
Return the Policy to Aetna, Individual Life Insurance, at 151
Farmington Avenue, Hartford, Connecticut 06156. Upon its return,
the Policy will be deemed void from its beginning. The amount

<PAGE> Page 23
<PAGE>
refunded will be (a) the difference between payments made and
amounts allocated to Variable Life Account B plus (b) the value
of amount allocated to Variable Life Account B on the date the
returned contract is received by Aetna plus (c) any charges made
under this Policy's terms on the amounts allocated to Variable
Life Account B or (d) where required by State law, the entire
payment made.

The Right of Policy Examination also applies to Increases in the
Specified Amount. The increase may, for any reason, be rescinded
by You within 45 days of the Subsequent Application, or within 10
days of receipt of the Supplemental Policy Specifications and/or
notice of the right to rescind the increase, whichever is latest.

Supplemental Benefits
The supplemental benefits currently available as riders to the
Policy include the following:

- Disability Benefit Rider provides for a credit of the
benefit amount described in the Policy in the event of
the total disability of the covered Insured.

- Split Option Amendment Rider allows You, upon
election, to exchange the Policy for two individual
policies, one on each Insured named in the Policy,
subject to the terms of the rider.

- Four Year Term Rider provides non-participating term
insurance for the first four Policy Years. The benefit
amount described in the Policy increases the Policy s
Death Benefit.

Other riders for supplemental benefits may become available under
the Policy from time to time. The charges for each of these
riders are illustrated in Your Policy.

Death Benefit
The Death Benefit under the Policy will be paid in a lump sum
unless You or the beneficiary have elected that it be paid under
one or more of the Settlement Options.

Payment of the Death Benefit may be delayed if the Policy is
being contested. You may elect a Settlement Option for the
beneficiary and deem it irrevocable. You may revoke or change a
prior election. The beneficiary may make or change an election
within 90 days of the Second Death, unless You have made an
irrevocable election. The beneficiary who has elected Settlement
Option 1 may elect another option after the Second Death.

All or part of the Death Benefit may be applied under one of the
Settlement Options, or such options as We may choose to make
available in the future.

<PAGE> Page 24
<PAGE>
If the Policy is assigned as collateral security, We will pay any
amount due the assignee in a lump sum. Any excess Death Benefit
due will be paid as elected.

(See Right to Defer Payment and Policy Settlement)

Policy Settlement
Proceeds in the form of Settlement Options are payable by the
Company upon the death of the Surviving Insured or upon Full
Surrender or upon maturity and may be paid in a lump sum, in
whole or in part, under any of the Settlement Options available
under the Policy.

A Written Request may be made to elect, change or revoke a
Settlement Option before payments begin under any Settlement
Option. This request will take effect upon its filing at our Home
Office. If no Settlement Option has been elected by You when the
Death Benefit becomes payable to the beneficiary, that
beneficiary may make the election.

The first variable Settlement Option payment will be as of the
tenth Valuation Period following Our receipt of the properly-
completed election form.

Settlement Options are funded by Variable Annuity Account B, a
separate account of the Company established in 1976 in accordance
with the insurance laws of the State of Connecticut. Variable
Annuity Account B was formed for the purpose of segregating
assets attributable to the variable portion of the variable
annuity contracts and variable life settlement options from the
Company's other assets. Variable Annuity Account B is registered
as a unit investment trust under the Investment Company Act of
1940, and meets the definition of separate account under the
federal securities laws. A Variable Annuity Account B prospectus
will be provided in connection with selecting a Settlement
Option.

Settlement Options
The following Settlement Options are available under the Policy:

- Option 1 - Payment of interest on the sum left with Us.

- Option 2 - Payments for a stated number of years, but
no more than thirty.

- Option 3 - Payments for the lifetime of the Annuitant.
If also chosen, We will guarantee payments for 60, 120,
180, or 240 months.

- Option 4 - Life Income Based Upon the Lives of Two
Payees - an annuity will be paid during the joint
lifetimes of two Annuitants. Payments will continue

<PAGE> Page 25
<PAGE>
until both Annuitants have died. When this option is
chosen, a choice must be made of:

(a) 100% of the payment to continue after the first
death;

(b) 66 2/3% of the payment to continue after the first
death;

(d) Payments for a minimum of 120 months, with 100% of
the payment to continue after the first death; or

(e) 100% of the payment to continue to the survivor if
the survivor is the original payee, and 50% of the
payment to continue to the survivor if the
survivor is the second payee.

In most states, no election may be made that would result in a
first payment of less than $25 or that would result in total
yearly payments of less than $120. If the value of the Policy is
insufficient to elect an option for the minimum amount specified,
a lump-sum payment must be elected.

Calculation of Settlement Option Values
The value of the Settlement Options will be calculated as set
forth in the Policy.

Pension Plans
AetnaVest Estate Protector is not designed to be used in a
pension or profit-sharing plan as an investment vehicle or to
provide life insurance protection. Therefore, an AetnaVest Estate
Protector Policy will not be issued to such a plan. Transfer of
ownership of an AetnaVest Estate Protector Policy to a tax-
qualified pension or profit-sharing plan after the Policy has
been issued is not recommended, because the Policy terms may be
in conflict with federal law governing these plans.

The Company
The Aetna Life Insurance and Annuity Company is a stock life
insurance company organized under the insurance laws of the State
of Connecticut in 1976. Through a merger, it succeeded to the
business of Aetna Variable Annuity Life Insurance Company
(formerly Participating Annuity Life Insurance Company organized
in 1954). The Company is engaged in the business of issuing life
insurance policies and annuity contracts in all states of the
United States.

The Company is registered as an investment adviser under the
Investment Advisers Act of 1940 and, as such, serves as the

<PAGE> Page 26
<PAGE>
investment adviser to the Aetna Funds. It is also registered as a
broker-dealer under the Securities Exchange Act of 1934 and is a
member of the National Association of Securities Dealers, Inc.

<PAGE> Page 27
<PAGE>
Directors & Officers
The following are the Directors and Executive Officers of Aetna
Life Insurance and Annuity Company. Unless otherwise indicated,
the principal business address for all individuals is the
Company s Home Office at 151 Farmington Avenue, Hartford,
Connecticut 06156.

<TABLE>
<CAPTION>
Principal Occupations
and Employment During
Positions(s) with Past Five Years,
the Company and Including Other
Name and Age Year of Election Directorship
- ------------ ------------------- ---------------------
<S> <C> <C>
Daniel P. Kearney Director (1991); Group Executive
(56) President (1993); responsible for
Chairman, Executive investments and
Committee large case pensions
(February 1991 - December 1993), Aetna
Life and Casualty Company; Financial
Consultant (1990 - February 1991), Daniel
P. Kearney, Inc.; Director, MBIA, Inc.;
Director, Margaretten Financial
Corporation.

Christopher J. Burns Director (1991); Vice President (August
(48) Senior Vice 1988 - March 1991),
President; Aetna Life Insurance
Member of and Annuity Company.
Executive Committee

Laura R. Estes Director (1991); Vice President
(45) Senior Vice (January 1987 to March
President, ALIAC 1991) of the Financial
Pensions (1991); Division of the
Member of Executive Company; President
Committee and Managing Director
(January 1985 to March 1992) of
Aetna
Financial Services, Inc.

Shaun P. Mathews Director (1991); Senior Vice President,
(39) Senior Vice Mutual Funds (1991 to
President, 1994) of the Company;
Strategic Markets Assistant Vice
and Products (1994) President, Pension Operations

<PAGE> Page 28
<PAGE>
of the Company; July 1989 to March 1991) Director of
seven mutual funds advised or sponsored by
the Company.

Scott A. Striegel Director (1993); Senior Vice President
(46) Senior Vice ARPS (since March
President, 1993) of Aetna Life
Annuities (1994) and Casualty; Senior Vice President,
Homeowners (February 1992 to March 1993)
of Aetna Life and Casualty; Senior Vice
President, Small Business and Specialty
Group Products (March 1991 to February
1992) of Aetna Life and Casualty; Vice
President, Strategic Development Unit
(February 1990 to March 1991) of Aetna
Life and Casualty.

James C. Hamilton Director (1988); Vice President and
(54) Vice President Actuary (October 1988
(1981); Treasurer to March 1991) and
(1985) Treasurer (since March 1991) of Aetna Life
Insurance Company.

Gary G. Benanav Director (1992) Executive Vice
(49) President, Property/Casualty (since
December 1993) of Aetna Life and Casualty
Company; Group Executive responsible for
international, individual life insurance,
annuities, mutual funds and small case
pensions (April 1992 to December 1993) of
Aetna Life and Casualty Company, Director
of Barnes Group, Inc.; Executive Risk,
Inc.; Aetna Series Fund, Inc.; and Aetna
International Umbrella Fund.

John Y. Kim Director (1995); Chief Investment
(34) Senior Vice Officer; Aetna Life &
President, ALIAC Casualty (since May
Investments 1994); Managing Director, Mitchell
Hutchins Institutional Investors
(September 1993 to April 1994).

David E. Bushong Vice President Vice President and Acting
(45) and Acting Chief Chief Financial Officer
Financial Officer (since July 1994); Vice

(1994); Vice President Bond Investment
President (1991); (March 1994 - July 1994)
Acting Director Vice President, Strategy
(1991); Assistant & Policy (July 1991 -
Vice President November 1992); Vice
(1990) President, Corporate Planning (November
1992 - March 1994); Acting Director,
Portfolio Management (March 1991 - June
1991); Assistant Vice President, Portfolio
Management (1990 to 1991) of Aetna Life
Insurance Company, Aetna Casualty & Surety
Company and Standard Fire Insurance
Company.

Eugene M. Trovato Vice President Vice President Controller (45)
Controller (February 1995 - Present), Assistant Vice
President Planning, Reporting and Analysis
(October 1992 - February 1992), Assistant
Vice President of Financial Reporting
(July 1989 - October 1992), Director of
Financial Reporting in Corporate
Controllers (February 1989 - July 1989),
Aetna Life Insurance and Annuity Company.

Zoe Baird Senior Vice Senior Vice President
(43) President and and General Counsel
General Counsel (since April 1992) of
(1990) Aetna Life and Casualty Company; Vice
President and General Counsel (July 1990
to April 1992) of Aetna Life and Casualty
Company.

Susan E. Schechter Corporate Counsel (November 1993
(42) Secretary and to present), Aetna
Counsel (1995) Life and Casualty Company; Corporate
Secretary and Counsel, Aetna Life
Assignment Company (since June 1994);
Associate Attorney, Steptoe & Johnson
(September 1986 to October 1993).

Fred J. Franklin Vice President Chief Operating
(48) and Chief Officer and General
Compliance Counsel (January 1991
Officer (1993) to November 1993) Barclay Investments,
Inc.; President and General Counsel
(December 1989 to January 1991) Mutual
Benefit Financial Services Company.

</TABLE>
<PAGE> Page 30
<PAGE>
Additional Information
Reports to Policyowners
The Company will maintain all records relating to the Separate
Account. At least once in each Policy Year, the Company will send
You a statement containing the following information: (1) A
statement of changes (including a statement of monthly deductions
and investment results and any interest earnings for the report
period) in the Total Account Value and Surrender Value since the
prior report or since the Issue Date, if there has been no prior
report; (2) Surrender Value, Death Benefit, and any Loan Account
Value as of the Policy Anniversary; and (3) a projection of the
Total Account Value, Loan Account Value and Surrender Value as of
the succeeding Policy Anniversary.

If any portion of Your Total Account Value is allocated to the
Separate Account, You will receive such additional periodic
reports as may be required by the SEC. Some state laws require
additional reports; these requirements vary from state to state.

Right to Instruct Voting of Fund Shares
In accordance with our view of present applicable law, We will
vote the shares of each of the Funds held in the Separate Account
in accordance with instructions received from Policyowners having
a voting interest in the Funds. Policyowners having such an
interest will receive periodic reports relating to the Fund,
proxy material and a form for giving voting instructions. The
number of shares which You have a right to vote will be
determined as of a record date established by the Fund. The
number of votes that You are entitled to direct with respect to a
Fund will be determined by dividing the portion of Your Total
Account Value attributable to that Fund by the net asset value of
one share in the Fund. Voting instructions will be solicited by
written communication at least 14 days before such meeting.

The votes will be cast at meetings of the shareholders of the
Fund and will be based on instructions received from
Policyowners. However, if the Investment Company Act of 1940 or
any regulations thereunder should be amended or if the present
interpretation thereof should change, and as a result We
determine that We are permitted to vote the shares of the Fund in
our own right, We may elect to do so.

Fund shares for which no timely instructions are received and
Fund shares which are not otherwise attributable to Policyowners
will be voted by Us in the same proportion as the voting
instructions which are received for all Policies participating in
each Fund through the Separate Account.

Disregard of Voting Instructions
When required by state insurance regulatory authorities, We may
disregard voting instructions if the instructions require that
the shares be voted so as to cause a change in the sub-

<PAGE> Page 31
<PAGE>
classification or investment objectives of a Fund or to approve
or disapprove an investment advisory contract for a Fund. In
addition, We may disregard voting instructions initiated by a
Policyowner in favor of changes in the investment policy or the
investment adviser of the Fund if We reasonably disapprove of
such changes.

A change would be disapproved only if the proposed change is
contrary to state law or prohibited by state regulatory
authorities or if We determine that the change would have an
adverse effect on the Separate Account if the proposed investment
policy for a Fund would result in overly speculative or unsound
investments. In the event that We do disregard voting
instructions, a summary of that action and the reasons for such
action will be included in the next annual report to
Policyowners.

State Regulation
With the exception of Guam, Puerto Rico and the Virgin Islands,
the Policy will be offered for sale in all jurisdictions where
the Company is authorized to do business and where the Policy has
been approved by the appropriate Insurance Department or
regulatory authorities.

The Company is subject to regulation and supervision by the
Insurance Department of the State of Connecticut, which
periodically examines its affairs. The Company is also subject to
the insurance laws and regulations of all jurisdictions where it
is authorized to do business. We are required to submit annual
statements of our operations, including financial statements, to
the insurance departments of the various jurisdictions in which
We do business, for the purposes of determining solvency and
compliance with local insurance laws and regulations.

Legal Matters
The Company knows of no material legal proceedings pending to
which either the Separate Account or the Company is a party or
which would materially affect the Separate Account. The legal
validity of the securities described in the prospectus has been
passed on by Susan E. Bryant, Counsel.

The Registration Statement
A Registration Statement under the Securities Act of 1933 has
been filed with the SEC relating to the offering described in
this Prospectus. This Prospectus does not include all of the
information set forth in the Registration Statement, certain
portions of which have been omitted pursuant to the rules and
regulations of the SEC. The omitted information may be obtained
at the SEC's principal office in Washington, D.C., upon payment
of the SEC's prescribed fees.

Distribution of the Policy

<PAGE> Page 32
<PAGE>
The Company will serve as underwriter of the securities offered
hereunder as defined by the federal securities laws. The Company
is registered as a broker-dealer with the SEC and is a member of
the National Association of Securities Dealers, Inc. The Company
will contract with one or more registered broker-dealers,
including broker-dealers affiliated with it ( Distributors ), to
offer and sell the Policies. The Company may also offer and sell
policies directly. All persons selling the Policies will be
registered representatives of the Distributors, and will also be
licensed as insurance agents to sell variable life insurance.

The Company may also contract with independent third party
broker-dealers who will act as wholesalers by assisting the
Company in finding broker-dealers to offer and sell the Policies.
These parties may also provide training, marketing and other
sales related functions for the Company and other broker-dealers
and may provide certain administrative services to the Company in
connection with the Policies. The Company may pay such parties
compensation based on premium payments for the Policies purchased
through broker-dealers selected by the wholesaler.

Salespersons and their supervising broker-dealers will be
compensated for sales of the Policy on a commission and service
fee basis. The maximum sales commission to be paid for policy
distribution is 40% of the first year premium up to the
Guaranteed Death Benefit to the younger Insured's Attained Age
100 Premium. In the event of an increase in Specified Amount, the
maximum sales commission will be 40% of the succeeding year's
premium up to the Guaranteed Death Benefit to the younger
Insured's Attained Age 100 Premium attributable to the increase.
The maximum sales commission on all other premiums is 3% for
Policy Years 2 through 10 and 1.5% after Policy Year 11. In
addition, certain production, persistency and managerial bonuses
as well as expense allowances may be paid.

Experts
KPMG Peat Marwick, LLP, CityPlace II, Hartford, Connecticut, are
the independent auditors for the Separate Account and for the
Company. The services provided to the Separate Account include
primarily the examination of the Separate Account s financial
statements and the review of filings made with the SEC. The
financial statements of the Company will be provided in a Pre-
Effective Amendment to the Registration Statement.

Actuarial matters in this prospectus have been examined by John
Dinius, Vice President and Actuary of the Company. His opinion is
filed as an exhibit to the Registration Statement filed by the
Company with the SEC.

<PAGE> Page 33
<PAGE>
Tax Matters

General
The following is a discussion of the federal income tax
considerations relating to the Policy. This discussion is based
on the Company s understanding of federal income tax laws as they
now exist and are currently interpreted by the Internal Revenue
Service ("IRS"). These laws are complex, and tax results may vary
among individuals. A person or persons contemplating the purchase
of or the exercise of elections under the Policy described in
this Prospectus should seek competent tax advice.

Federal Tax Status of the Company
The Company is taxed as a life insurance company in accordance
with the Internal Revenue Code of 1986, as amended ("Code"). For
federal income tax purposes, the operations of each Separate
Account form a part of the Company's total operations and are not
taxed separately, although operations of each Separate Account
are treated separately for accounting and financial statement
purposes.

Both investment income and realized capital gains of the Separate
Account (i.e., income, capital gains and dividends distributed to
the Separate Account by the Funds) are reinvested without tax
since the Code does not impose a tax on the Separate Account for
these amounts. The Company reserves the right, however, to make a
deduction for such taxes should they be imposed with respect to
such items in the future.

Life Insurance Qualification
Section 7702 of the Code includes a definition of life insurance
for tax purposes. The Secretary of the Treasury has been granted
authority to prescribe regulations to carry out the purposes of
this section, and proposed regulations governing mortality
charges were issued in 1991. The Company believes that the Policy
meets the statutory definition of life insurance. As such, and
assuming the diversification standards of Section 817(h)
(discussed below) are satisfied, then except in limited
circumstances (a) death benefits paid under the Policy should
generally be excluded from the gross income of the beneficiary
for federal income tax purposes under Section 101(a)(1) of the
Code, and (b) a Policyowner should not generally be taxed on the
cash value under a Policy, including increments thereof, prior to
actual receipt. The principal exceptions to these rules are
corporations that are subject to the alternative minimum tax, and
thus may be subject to tax on increments in the Policy's Total
Account Value, and Policyowners who acquire a Policy in a
"transfer for value" and thus can become subject to tax on the
portion of the Death Benefit which exceeds the total of their
cost of acquisition and subsequent premium payments.

The Company intends to comply with any future final regulations

<PAGE> Page 34
<PAGE>
issued under Sections 7702 and 817(h) of the Code, and therefore
reserves the right to make such changes as it deems necessary to
ensure such compliance. Any such changes will apply uniformly to
affected Policyowners and will be made only after advance written
notice.

General Rules
Upon the surrender or cancellation of any Policy, whether or not
it is a Modified Endowment Contract, the Policyowner will be
taxed on the Surrender Value only to the extent that it exceeds
the gross premiums paid less prior untaxed withdrawals. The
amount of any unpaid Policy Loans will, upon surrender, be added
to the Surrender Value and will be treated for this purpose as if
it had been received.

Assuming the Policy is not a Modified Endowment Contract, the
proceeds of any Partial Surrenders are generally not taxable
unless the total amount received due to such surrenders exceeds
total premiums paid less prior untaxed Partial Surrender amounts.
However, Partial Surrenders made within the first 15 Policy Years
may be taxable in certain limited instances where the Surrender
Value plus any unpaid Policy debt exceeds the total premiums paid
less the untaxed portion of any prior Partial Surrenders. This
result may occur even if the total amount of any Partial
Surrenders does not exceed total premiums paid to that date.

Loans received under the Policy will ordinarily be considered
indebtedness of the Policyowner, and assuming the Policy is not
considered a Modified Endowment Contract, Policy Loans will not
be treated as current distributions subject to tax. Generally,
amounts of loan interest paid by individuals will be considered
nondeductible "personal interest."

Modified Endowment Contracts
A class of contracts known as "Modified Endowment Contracts" has
been created under Section 7702A of the Code. The tax rules
applicable to loan proceeds and proceeds of a Partial Surrender
of any Policy that is considered to be a Modified Endowment
Contract will differ from the general rules noted above.

A contract will be considered a Modified Endowment Contract if it
fails the "7-pay test." A Policy fails the 7-pay test if, at any
time in the first seven Policy Years, the amount paid into the
Policy exceeds the amount that would have been paid had the
Policy provided for the payment of seven (7) level annual
premiums. In the event of a distribution under the Policy, the
Company will notify the Policyowner if the Policy is a Modified
Endowment Contract.

Each Policy is subject to retesting under the 7-pay test during
the first seven Policy Years and at any time a material change
takes effect. A material change, for these purposes, includes the

<PAGE> Page 35
<PAGE>
exchange of a life insurance policy for another life insurance
policy or the conversion of a term life insurance policy into a
whole life or universal life insurance policy. In addition, an
increase in the future benefits provided constitutes a material
change unless the increase is attributable to (1) the payment of
premiums necessary to fund the lowest Death Benefit payable in
the first seven Policy Years or (2) the crediting of interest or
other earnings with respect to such premiums. A reduction in
death benefits during the first seven Policy Years may also cause
a Policy to be considered a Modified Endowment Contract.

If the Policy is considered to be a Modified Endowment Contract,
the proceeds of any Partial Surrenders and any Policy Loans will
be currently taxable to the extent that the Policy's Total
Account Value immediately before payment exceeds gross premiums
paid (increased by the amount of loans previously taxed and
reduced by untaxed amounts previously received). These rules may
also apply to Policy Loans or Partial Surrender proceeds received
during the two-year period prior to the time that a Policy
becomes a Modified Endowment Contract. If the Policy becomes a
Modified Endowment Contract, it may be aggregated with other
Modified Endowment Contracts purchased by You from the Company
(and its affiliates) during any one calendar year for purposes of
determining the taxable portion of withdrawals from the Policy.

A penalty tax equal to 10% of the amount includable in income
will apply to the taxable portion of the proceeds of any Policy
Surrender or Policy Loan received by any Policyowner of a
Modified Endowment Contract who is not an individual. The penalty
tax will also apply where taxable Policy Loans are received by an
individual who has not reached the age of 59 1/2. Taxable policy
distributions made to an individual who has not reached the age
of 59 1/2 will also be subject to the penalty tax unless those
distributions are attributable to the individual becoming
disabled, or are part of a series of equal periodic payments made
not less frequently than annually for the life or life expectancy
of such individual (i.e., an annuity).

Diversification Standards
Section 817(h) of the code provides that separate account
investments (or the investments of a mutual fund, the shares of
which are owned by separate accounts of insurance companies)
underlying the Policy must be "adequately diversified" in
accordance with Treasury regulations in order for the Policy to
qualify as life insurance. The Treasury Department has issued
regulations prescribing the diversification requirements in
connection with variable contracts. The Separate Account, through
the Funds, intends to comply with these requirements.

Investor Control
In certain circumstances, owners of variable contracts may be
considered the owners for federal income tax purposes of the

<PAGE> Page 36
<PAGE>
assets of the separate account used to support their contracts.
In those circumstances, income and gains from separate account
assets would be includable in the variable contractowner's gross
income. In several rulings published prior to the enactment of
Section 817(h), the IRS stated that a variable contractowner will
be considered the owner of separate account assets if the
contractowner possesses incidents of ownership in those assets,
such as the ability to exercise investment control over the
assets. The Treasury Department has also announced, in connection
with the issuance of regulations under Section 817(h) concerning
diversification, that those regulations "do not provide guidance
concerning the circumstances in which investor control of the
investments of a segregated asset account may cause the investor
(i.e., You), rather than the insurance company, to be treated as
the owner of the assets in the account." This announcement also
stated that guidance would be issued by way of regulations or
rulings on the "extent to which policyholders may direct their
investments to particular Funds without being treated as owners
of the underlying assets." As of the date of this Prospectus, no
such guidance has been issued.

The ownership rights under the Policy are similar to, but
different in certain respects from those described by the IRS in
pre-Section 817(h) rulings in which it was determined that
Policyowners were not owners of separate account assets. For
example, a Policyowner has additional flexibility in allocating
premium payments and account values. While the Company does not
believe that these differences would result in a Policyowner
being treated as the owner of a pro rata portion of the assets of
the Separate Account, there is no regulation or ruling of the IRS
that confirms this conclusion. In addition, the Company does not
know what standards will be set forth, if any, in the regulations
or rulings which the Treasury Department has stated it expects to
issue. The Company therefore reserves the right to modify the
Policy as necessary to attempt to prevent a Policyowner from
being considered the owner of a pro rata share of the assets of
the Separate Account.

Other Tax Considerations
Business-owned life insurance may be subject to certain
additional rules. Section 264(a)(1) of the Code generally
prohibits employers from deducting premiums on policies covering
officers, employees or other financially interested parties.
Additions to the Policy s Total Account Value may also be subject
to tax under the corporation alternative minimum tax provisions.
In addition, Section 264(a)(4) of the Code limits the
Policyowner's deduction for interest on loans taken against life
insurance covering the lives of officers, employees, or other
financially interested in the Policyowner's trade or business.
Under current tax law, interest may generally be deducted on an
aggregate total of $50,000 of loans per covered life with respect
to all life insurance policies covering each officer, employee or

<PAGE> Page 37
<PAGE>
others who may have a financial interest in the Policyowner's
trade or business.

Depending on the circumstances, the exchange of a policy, a
change in the Policy's Death Benefit Option, a Policy Loan, a
Full or Partial Surrender, a change in Ownership or an assignment
of the Policy may have federal income tax consequences. In
addition, federal, state and local transfer, estate, inheritance
and other tax consequences of policy ownership, premium payments
and receipt of policy proceeds depend on the circumstances of
each Policyowner or beneficiary.

Miscellaneous Policy Provisions

The Policy
The Policy which You receive, the application You make when You
purchase the Policy, any applications for any changes approved by
Us and any riders constitute the whole contract. Copies of all
applications are attached to and made a part of the Policy.

Application forms are completed by the applicants and forwarded
to the Company for acceptance. Upon acceptance the Policy is
prepared, executed by duly authorized officers of the Company,
and forwarded to You.

We reserve the right to make a change in the Policy; however, we
will not change any terms of the Policy beneficial to You. Only
the President, Executive Vice President or the Corporate
Secretary may agree to a change in the Policy, and then only in
writing.

Payment of Benefits
All benefits are payable at Our Home Office. We may require
submission of the Policy before We grant Policy Loans, make
changes or pay benefits.

Suicide and Incontestability
Suicide Exclusion
In most states, if one or both Insureds die by suicide, while
sane or insane, within 2 years from the Issue Date of this
Policy, this Policy will end and We will pay:

1. the difference between payments made and amounts
allocated to the Separate Account; plus

2. the Separate Account Value; plus

3. any charges made under this Policy's terms on the
Separate Account Value; less

4. the sum of:

<PAGE> Page 38
<PAGE>
(a) the Loan Account Value transferred from the Fixed
Account Value; plus
(b) the interest due on the Loan Account Value; plus
(c) the value of any Partial Surrenders transferred
from the Fixed Account Value; plus
(d) any interest earned on the Loan Account Value
transferred to the Separate Account Value.

In most states, if one or both Insureds die by suicide while sane
or insane, within 2 years from the Issue Date of any increase in
coverage, We will pay only the Monthly Deductions for the
increase in coverage.

In most states, if one or both Insureds die by suicide while sane
or insane, more than 2 years from the Issue Date of this Policy
but within 2 years from the Issue Date of any increase in
coverage, We will pay:

1. the Proceeds on death for any coverage in effect more
than 2 years from the Issue Date of this Policy; plus

2. the Monthly Deductions for the increase in coverage.

All amounts will be calculated as of the date of the suicide.

Incontestability

In most states, with respect to statements made in the initial
application or any Subsequent Application for each Insured: We
will not contest this Policy after it has been in force during
the lifetime of each Insured for 2 years from its Issue Date.

In most states, with respect to statements made in any subsequent
application for one or both Insureds: We will not contest
coverage relating to subsequent applications after coverage has
been in force during the lifetime of each Insured for 2 years
from the Issue Date of such coverage or from the effective date
of any reinstatement.

If this Policy is contested, Your rights or the Beneficiary's
rights may be affected.

Protection of Proceeds
To the extent provided by law, the proceeds of the Policy are
subject neither to claims by a beneficiary's creditors nor to any
legal process against any beneficiary.

Nonparticipation
The Policy is not entitled to share in the divisible surplus of
the Company. No dividends are payable.

<PAGE> Page 39
<PAGE>
Changes in Owner and Beneficiary; Assignment
Unless otherwise stated in the Policy, You may change the
Policyowner and the beneficiary, or both, at any time while the
Policy is in force. A request for such change must be made in
writing and sent to the Company at the Home Office. After We have
agreed, in writing, to the change, it will take effect as of the
date on which Your Written Request was signed.

The Policy may also be assigned. No assignment of a Policy will
be binding on Us unless made in writing and sent to Us at our
Home Office. The Company will use reasonable procedures to
confirm that the assignment is authentic, including verification
of signature. If the Company fails to follow its procedures, it
would be liable for any losses to You directly resulting from the
failure. Otherwise, We are not responsible for the validity of
any assignment. The rights of the Policyowner and the interest of
the beneficiary will be subject to the rights of any assignee of
record.

Misstatement as to Age and/or Sex
If the age and/or the sex of one or both Insureds is misstated,
the amount of the Death Benefit will be adjusted to reflect the
coverage that would have been purchased by the most recent pre-
Maturity Date Monthly Deduction at the correct age and/or sex.

Performance Reporting and Advertising
From time to time, the Company may advertise different types of
historical performance for the variable options of the Separate
Account available under the Policy. We may also distribute sales
literature that compares the percentage change in Accumulation
Unit Values for any of the variable options to established market
indices such as the Standard & Poor's 500 Stock Index and the Dow
Jones Industrial Average or to the percentage change in values of
other mutual funds that have investment objectives similar to the
Fund being compared.

Illustrations of Death Benefit, Total Account Values and
Surrender Values
The following pages provide a hypothetical illustration of how
the Death Benefit, Total Account Values, and Surrender Values of
a Policy can change over time for a Policy issued to two opposite
gender 45-year old Insureds if the investment return on the
assets held in each Fund were a uniform, gross, annual rate of
0%, 6%, and 12%, respectively, and are based upon a number of
assumptions.

There are two pages of values. One page illustrates the
assumption that the Guaranteed Maximum Cost of Insurance rates
and other charges at guaranteed rates are charged in all years.
The other page illustrates the assumption that the current scale
of Cost of Insurance rates and other charges at guaranteed rates
are charged in all years. The Cost of Insurance rates vary by age

<PAGE> Page 40
<PAGE>
and sex (where permitted by state law).

The values shown in these illustrations vary according to
assumptions used for charges and gross rates of investment
returns. The actual investment returns experienced by the Policy
and the charges deducted may be higher or lower than those
illustrated. The charges reflected on the first page consist of
the maximum allowable charges under the Policy, including 0.90%
for mortality and expense risks in all Policy Years, 12.35% for
Premium Loads, and 0.777% for expenses of the Funds. The charges
reflected on the second page consist of the current charges
imposed under the Policy, including 0.85% for mortality and
expense risks in Policy Years 1 through 20 only, 12.35% for
Premium Loads, and 0.777% for Fund expenses. The charge for Fund
expenses reflected in the illustrations assumes that Total
Account Values have been allocated equally among all funds and
represent a fixed average of the investment advisory fees and
other expenses charged by each of the Funds as of December 31,
1994.

After deduction of these amounts, the illustrated gross annual
investment rates of return of 0%, 6% and 12% correspond to
approximate net annual rates of -1.627, 4.373% and 10.373%,
respectively, during the first 20 Policy Years, and -0.777%,
5.223% and 11.223%, respectively, thereafter on a current basis.
On a guaranteed basis, the illustrated gross annual investment
rates of return of 0%, 6% and 12% correspond to approximate net
annual rates of -1.677, 4.323% and 10.323%, respectively.

The Death Benefit, Total Account Values, and Surrender Values
would be different from those shown if the gross annual
investment rates of return averaged 0%, 6%, and 12% over a period
of years, but fluctuated above and below those averages for
individual Policy Years. The illustrations also assume that
premiums are paid as indicated, no Policy Loans are made, no
increases or decreases in Specified Amount are requested, no
Death Benefit Option changes, and no Partial Surrenders are made.

The hypothetical values shown in the tables do not reflect any
Separate Account charges for federal income taxes, since We are
not currently making such charges. However, such charges may be
made in the future, and in that event, the gross annual
investment rate of return would have to exceed 0%, 6%, or 12% by
an amount sufficient to cover the tax charges in order to produce
the Death Benefit, Total Account Values, and Surrender Values
illustrated.

Upon request, We will provide a comparable personalized
illustration based upon the age, sex (if necessary), and
underwriting classification of the proposed Insureds, including
the Specified Amount and premium requested, the proposed

<PAGE> Page 41
<PAGE>
frequency of premium payments and any available riders requested.
A fee of $25 may be charged for each such illustration. The
hypothetical gross annual investment return assumed in such an
illustration will not exceed 12%.

<PAGE> Page 42
<PAGE>
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
ON THE LIVES OF TWO INSUREDS
FEMALE AND MALE ISSUE AGE 45 SELECT NONSMOKER RISK
$2,688 ANNUAL GUARANTEED DEATH BENEFIT
TO THE YOUNGER INSURED'S AGE 100 PREMIUM
FACE AMOUNT $250,000
DEATH BENEFIT OPTION 1

1 2,688 1,345 781 250,000
2 5,510 3,375 2,776 250,000
3 8,474 5,365 2,059 250,000
4 11,586 7,314 3,368 250,000
5 14,853 9,220 5,516 250,000
6 18,284 11,084 7,622 250,000
7 21,886 12,903 9,683 250,000
8 25,668 14,675 11,697 250,000
9 29,639 16,398 13,662 250,000
10 33,809 18,068 15,574 250,000
15 58,003 25,495 24,210 250,000
20 88,881 30,706 30,706 250,000
25 128,290 31,495 31,495 250,000
30 178,588 22,861 22,861 250,000

20(Age 65) 88,881 30,706 30,706 250,000
</TABLE>

Assumes no Policy loan has been made. Guaranteed mortality rates
assumed. Maximum expense risk and administrative expense
charges.

If premiums are paid more frequently than annually, the Death
Benefit could be, and the Account Values and Surrender Values
would be, less than those illustrated.

These investment results are illustrative only and should not be
considered a representation of past or future investment results.

<PAGE> Page 43
<PAGE>
fluctuated above or below those averages for individual Policy
Years. No representations can be made that these rates of return
will definitely be achieved for any one year or sustained over a
period of time.
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
ON THE LIVES OF TWO INSUREDS
FEMALE AND MALE ISSUE AGE 45 SELECT NONSMOKER RISK
$2,688 ANNUAL GUARANTEED DEATH BENEFIT
TO THE YOUNGER INSURED'S AGE 100 PREMIUM
FACE AMOUNT $250,000
DEATH BENEFIT OPTION 1
<TABLE>
<CAPTION>
Premiums 6% Gross Annual Investment Return
Accumulated ---------------------------------
Policy at 5% interest Account Surrender Death
Year Per Year Value Value Benefit
_______ _____________ ______ _________ _______
<S> <C> <C> <C> <C>
1 2,688 1,455 891 250,000
2 5,510 3,703 3,104 250,000
3 8,474 6,042 2,736 250,000
4 11,586 8,474 4,528 250,000
5 14,853 11,002 7,298 250,000
6 18,284 13,628 10,166 250,000
7 21,886 16,353 13,133 250,000
8 25,668 19,181 16,203 250,000
9 29,639 22,111 19,375 250,000
10 33,809 25,145 22,651 250,000
15 58,003 41,873 40,588 250,000
20 88,881 60,971 60,971 250,000
25 128,290 81,092 81,092 250,000
30 178,588 99,147 99,147 250,000

20(Age 65) 88,881 60,971 60,971 250,000
</TABLE>

Assumes no Policy loan has been made. Guaranteed mortality rates
assumed. Maximum expense risk and administrative expense
charges.

If premiums are paid more frequently than annually, the Death
Benefit could be, and the Account Values and Surrender Values
would be, less than those illustrated.

These investment results are illustrative only and should not be
considered a representation of past or future investment results.

<PAGE> Page 44
<PAGE>
different from those shown if the actual investment rates of
return averaged 0%, 6%, and 12% over a period of years, but
fluctuated above or below those averages for individual Policy
Years. No representations can be made that these rates of return
will definitely be achieved for any one year or sustained over a
period of time.

<PAGE> Page 45
<PAGE>
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
ON THE LIVES OF TWO INSUREDS
FEMALE AND MALE ISSUE AGE 45 SELECT NONSMOKER RISK
$2,688 ANNUAL GUARANTEED DEATH BENEFIT
TO THE YOUNGER INSURED'S AGE 100 PREMIUM
FACE AMOUNT $250,000
DEATH BENEFIT OPTION 1
<TABLE>
<CAPTION>
Premiums 12% Gross Annual Investment Return
Accumulated ---------------------------------
Policy at 5% interest Account Surrender Death
Year Per Year Value Value Benefit
_______ _____________ ______ _________ _______
<S> <C> <C> <C> <C>
1 2,688 1,565 1,001 250,000
2 5,510 4,045 3,446 250,000
3 8,474 6,774 3,468 250,000
4 11,586 9,777 5,831 250,000
5 14,853 13,080 9,376 250,000
6 18,284 16,712 13,250 250,000
7 21,886 20,707 17,487 250,000
8 25,668 25,097 22,119 250,000
9 29,639 29,922 27,186 250,000
10 33,809 35,223 32,729 250,000
15 58,003 70,661 69,376 250,000
20 88,881 127,356 127,356 271,393
25 128,290 216,002 216,002 389,410
30 178,588 349,874 349,874 543,425

20(Age 65) 88,881 127,356 127,356 271,393
</TABLE>

Assumes no Policy loan has been made. Guaranteed mortality rates
assumed. Maximum expense risk and administrative expense
charges.

If premiums are paid more frequently than annually, the Death
Benefit could be, and the Account Values and Surrender Values
would be, less than those illustrated.

These investment results are illustrative only and should not be
considered a representation of past or future investment results.

<PAGE> Page 46
<PAGE>
will definitely be achieved for any one year or sustained over a
period of time.

<PAGE> Page 47
<PAGE>
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
ON THE LIVES OF TWO INSUREDS
FEMALE AND MALE ISSUE AGE 45 SELECT NONSMOKER RISK
$2,688 ANNUAL GUARANTEED DEATH BENEFIT
TO THE YOUNGER INSURED'S AGE 100 PREMIUM
FACE AMOUNT $250,000
DEATH BENEFIT OPTION 1

<TABLE>
<CAPTION>
Premiums 0% Gross Annual Investment Return
Accumulated ---------------------------------
Policy at 5% interest Account Surrender Death
Year Per Year Value Value Benefit
_______ _____________ ______ _________ _______
<S> <C> <C> <C> <C>
1 2,688 1,465 901 250,000
2 5,510 3,614 3,015 250,000
3 8,474 5,722 2,416 250,000
4 11,586 7,787 3,841 250,000
5 14,853 9,810 6,106 250,000
6 18,284 11,788 8,326 250,000
7 21,886 13,721 10,501 250,000
8 25,668 15,607 12,629 250,000
9 29,639 17,443 14,707 250,000
10 33,809 19,225 16,731 250,000
15 58,003 27,199 25,914 250,000
20 88,881 32,950 32,950 250,000
25 128,290 35,959 35,959 250,000
30 178,588 29,629 29,629 250,000

20(Age 65) 88,881 32,950 32,950 250,000
</TABLE>
Assumes no Policy loan has been made. Current mortality rates
assumed. Current expense risk and administrative expense
charges.

If premiums are paid more frequently than annually, the Death
Benefit could be, and the Account Values and Surrender Values
would be, less than those illustrated.

These investment results are illustrative only and should not be
considered a representation of past or future investment results.

<PAGE> Page 48
<PAGE>
will definitely be achieved for any one year or sustained over a
period of time.

<PAGE> Page 49
<PAGE>
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
ON THE LIVES OF TWO INSUREDS
FEMALE AND MALE ISSUE AGE 45 SELECT NONSMOKER RISK
$2,688 ANNUAL GUARANTEED DEATH BENEFIT
TO THE YOUNGER INSURED'S AGE 100 PREMIUM
FACE AMOUNT $250,000
DEATH BENEFIT OPTION 1
<TABLE>
<CAPTION>
Premiums 6% Gross Annual Investment Return
Accumulated ---------------------------------
Policy at 5% interest Account Surrender Death
Year Per Year Value Value Benefit
_______ _____________ ______ _________ _______
<S> <C> <C> <C> <C>
1 2,688 1,578 1,014 250,000
2 5,510 3,957 3,358 250,000
3 8,474 6,433 3,127 250,000
4 11,586 9,009 5,063 250,000
5 14,853 11,688 7,984 250,000
6 18,284 14,474 11,012 250,000
7 21,886 17,367 14,147 250,000
8 25,668 20,372 17,394 250,000
9 29,639 23,488 20,752 250,000
10 33,809 26,718 24,224 250,000
15 58,003 44,595 43,310 250,000
20 88,881 65,200 65,200 250,000
25 128,290 91,170 91,170 250,000
30 178,588 118,720 118,720 250,000

20(Age 65) 88,881 65,200 65,200 250,000
</TABLE>
Assumes no Policy loan has been made. Current mortality rates
assumed. Current expense risk and administrative expense
charges.

If premiums are paid more frequently than annually, the Death
Benefit could be, and the Account Values and Surrender Values
would be, less than those illustrated.

These investment results are illustrative only and should not be
considered a representation of past or future investment results.

Actual investment results may be more or less than those shown
and will depend on a number of factors including the
Policyowner's allocations, and the Fund's rates of return. The
Total Account Value and Surrender Value for a Policy would be
different from those shown if the actual investment rates of
return averaged 0%, 6%, and 12% over a period of years, but
fluctuated above or below those averages for individual Policy
Years. No representations can be made that these rates of return
will definitely be achieved for any one year or sustained over a
period of time.
<PAGE> Page 50
<PAGE>
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
ON THE LIVES OF TWO INSUREDS
FEMALE AND MALE ISSUE AGE 45 SELECT NONSMOKER RISK
$2,688 ANNUAL GUARANTEED DEATH BENEFIT
TO THE YOUNGER INSURED'S AGE 100 PREMIUM
FACE AMOUNT $250,000
DEATH BENEFIT OPTION 1
<TABLE>
<CAPTION>
Premiums 12% Gross Annual Investment Return
Accumulated ---------------------------------
Policy at 5% interest Account Surrender Death
Year Per Year Value Value Benefit
_______ _____________ ______ _________ _______
<S> <C> <C> <C> <C>
1 2,688 1,692 1,128 250,000
2 5,510 4,314 3,715 250,000
3 8,474 7,201 3,895 250,000
4 11,586 10,379 6,433 250,000
5 14,853 13,878 10,174 250,000
6 18,284 17,727 14,265 250,000
7 21,886 21,963 18,743 250,000
8 25,668 26,623 23,645 250,000
9 29,639 31,747 29,011 250,000
10 33,809 37,381 34,887 250,000
15 58,003 75,145 73,860 250,000
20 88,881 135,765 135,765 289,313
25 128,290 239,619 239,619 431,985
30 178,588 403,406 403,406 626,570

20(Age 65) 88,881 135,765 135,765 289,313
</TABLE>
Assumes no Policy loan has been made. Current mortality rates
assumed. Current expense risk and administrative expense
charges.

If premiums are paid more frequently than annually, the Death
Benefit could be, and the Account Values and Surrender Values
would be, less than those illustrated.

These investment results are illustrative only and should not be
considered a representation of past or future investment results.

Variable Life Account B
AetnaVest Estate Protector Prospectus
Aetna Variable Fund
Aetna Income Shares
Aetna Variable Encore Fund
Aetna Investment Advisers Fund, Inc.
Aetna Ascent Variable Portfolio
Aetna Crossroads Variable Portfolio
Aetna Legacy Variable Portfolio
Alger American Small Cap Portfolio
Fidelity VIP Equity-Income Portfolio
Fidelity VIP Contrafund Portfolio
Janus Aspen Growth Portfolio
Janus Aspen Aggressive Growth Portfolio
Janus Aspen Worldwide Growth Portfolio
Janus Aspen Balanced Portfolio
Janus Aspen Short-Term Bond Portfolio
Scudder International Portfolio
TCI Growth

Prospectus Dated

<PAGE> Page 52
<PAGE>
PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

UNDERTAKING TO FILE REPORTS

Subject to the terms and conditions of Section 15(d) of the
Securities Exchange Act of 1934, the undersigned Registrant
hereby undertakes to file with the Securities and Exchange
Commission such supplementary and periodic information,
documents, and reports as may be prescribed by any rule or
Regulation of the Commission heretofore or hereafter duly adopted
pursuant to authority conferred in that section.

RULE 484 UNDERTAKING

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

REPRESENTATIONS, DESCRIPTION AND UNDERTAKINGS PURSUANT TO
PARAGRAPH (B)(13)(iii)(F) OF RULE 6e-3(T) UNDER THE INVESTMENT
COMPANY ACT OF 1940.

Registrant makes the following representations:

(1) Section 6e-3(T)(b)(13)(iii)(F) is being relied upon.

(2) The level of the mortality and expense risk charge
is within the range of industry practice for comparable flexible
contracts.

(3) The proceeds from expected sales loads will be

<PAGE>
<PAGE>
sufficient to cover the expected costs of distributing the
flexible contracts.

The methodology used to support the representation made in
paragraph (2) above is based on an analysis of selected variable
life insurance policies declared effective by the Commission
which contain similar guarantees and are sold in similar markets.
Registrant undertakes to keep and make available to the
commission on request the documents used to support the
representation in paragraph (2) above.

CONTENTS OF
REGISTRATION STATEMENT

This Registration Statement consists of the following papers and
documents:

The facing sheet.
A cross-reference sheet.
Prospectus consisting of _____ pages.
The undertaking to file reports.
The undertaking pursuant to Rule 484.
Representations pursuant to Rule 6e-3(T).
The signatures.

Written consents of the following persons:

Consent of Susan E. Bryant, Counsel*

The following Exhibits:

1. Exhibits required by paragraph A of instructions
to exhibits for Form N-8B-2:
(1) Resolution establishing Variable Life
Account B/1/
(2) Not Applicable
(3) (i) Master General Agent Agreement/2/
(3) (ii) Life Insurance General Agent
Agreement/2/
(3) (iii) Broker Agreement/2/
(3) (iv) Life Insurance Broker-Dealer
Agreement/2/
(3) (v) Restated and Amended Third Party
Administration and Transfer Agent
Agreement/3/
(4) Not Applicable
(5) (i) Form of Policy
(ii) Form of Disability Benefit Rider
(iii)Form of Four Year Term Rider
(iv) Form of Split Option Amendment
Rider

<PAGE>
<PAGE>
(6) Certificate of Incorporation and By-Laws of
Aetna Life Insurance and Annuity Company/4/
(7) Not Applicable
(8) Not Applicable
(9) Not Applicable
(10) (i) Form of Application/5/
(10) (ii) Supplement to Form of Application
(11) Insurance Transfer and Redemption Procedures*

2. Opinion of Counsel*
3. Not Applicable
4. Not Applicable
5. Actuarial Opinion and Consent
6. Powers of Attorney/6/

* To be filed by amendment
1. Incorporated by reference to Pre-Effective Amendment No. 2
to Registration Statement on Form S-6 (File No. 33-76018)
filed on February 2, 1995.
2. Incorporated by reference to Post-Effective Amendment No.
22 to Registration Statement on Form S-6 (File No. 33-2339)
filed on April 25, 1994.
3. Incorporated by reference to Post-Effective Amendment No. 1
to Registration Statement on Form S-6 (File No. 33-75248)
filed on April 25, 1995.
4. Incorporated by reference to Post-Effective Amendment No.
58 to Registration Statement on Form N-4 (File No. 2-52449)
filed on February 28, 1994.
5. Incorporated by reference to Post-Effective Amendment No. 4
to Registration Statement on Form N-4 (File No. 33-2339)
filed on April 25, 1995.
6. Incorporated into the signature page of this filing.

<PAGE>
<PAGE>
SIGNATURES

As required by the Securities Act of 1933, as amended, the
Registrant, Variable Life Account B of Aetna Life Insurance and
Annuity Company, has duly caused this Registration Statement on
Form S-6 to be signed on its behalf by the undersigned, thereunto
duly authorized, and the seal of the Depositor to be hereunto
affixed and attested, all in the City of Hartford, and State of
Connecticut, on this 15 day of November, 1995.

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

CORPORATE SEAL

By: AETNA LIFE INSURANCE AND ANNUITY
COMPANY
(Depositor)

Attest: /s/ Susan E. Schechter By: /s/ Daniel P. Kearney
Susan E. Schechter Daniel P. Kearney
Corporate Secretary Principal Executive Officer

As required by the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons
in the capacities and on the dates indicated. Each person whose
signature appears below constitutes Susan E. Bryant, Steven J.
Lauwers, and Julie E. Rockmore and each of them individually,
such person's true and lawful attorneys, and agents with full
power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities, to
sign for such person and in such person's name and capacity
indicated below, any and all amendments to this Registration
Statement, hereby ratifying and confirming such person's
signature as it may be signed by said attorneys to any and all
amendments.

Signature Title Date
- --------- ----- ----
/s/ Daniel P. Kearney Director and President )
Daniel P. Kearney (principal executive officer) )
)
)
/s/ David E. Bushong Acting Chief Financial Officer )November
David E. Bushong (principal accounting and )15, 1995
financial officer) )
)
/s/ James C. Hamilton Director )
James C. Hamilton )

<PAGE>
<PAGE>
)
/s/ Gary G. Benanav Director )
Gary G. Benanav )
)
/s/ Christopher J. Burns Director )
Christopher J. Burns )
)
/s/ Laura R. Estes Director )
Laura R. Estes )
)
/s/ John Y. Kim Director )
John Y. Kim )
)
/s/ Shaun P. Mathews Director )
Shaun P. Mathews )
)
/s/ Scott A. Striegel Director )
Scott A. Striegel )

<PAGE>
<PAGE>
EXHIBIT INDEX

Exhibit No. Title of ExhibitPage
- ----------- --------------------

99-1.1 Resolution establishing Variable
Life Account B *

99-1.3(i) Master General Agent Agreement *

99-1.3(ii) Insurance General Agent Agreement *

99-1.3(iii) Broker Agreement *

99-1.3(iv) Life Insurance Broker-Dealer
Agreement *

99.1.3(v) Restated and Amended Third Party
Administration and Transfer Agent
Agreement *

99-1.5(i) Form of Policy______

99-1.5(ii) Form of Disability Benefit Rider
______

99-1.5(iii) Form of Four Year Term Rider
______

99-1.5(iv) Form of Split Option Amendment
R i d e r
______

99-1.6 Certificate of Incorporation and
By-Laws, Aetna Life Insurance
and Annuity Company *

99-1.10(i) Form of Application *

99-1.10(ii) Supplement to Form of Application______

99-1.11 Insurance Transfer and Redemption
Procedures **

99-2 Opinion of Counsel **

99-5 Actuarial Opinion and Consent______

99-6 Powers of Attorney (see
signature page)______

<PAGE>
<PAGE>
ATTACHMENTS

A. Consent of Susan E. Bryant, Counsel **

* Incorporated by reference
** To be filed by amendment

<PAGE>

<PAGE>
Exhibit 99-1.5(i)

AETNA LIFE INSURANCE AND ANNUITY COMPANY
Hartford, Connecticut 06156
(A STOCK COMPANY)

While this Policy is in force, Aetna will pay
Proceeds subject to all of this Policy's provisions. John Doe
Other rights and benefits are provided as described Mary Doe
in this Policy. The provisions of this and the
following pages are part of this Policy.

THIS POLICY IS A LEGAL CONTRACT BETWEEN YOU AND AETNA
PLEASE READ YOUR POLICY CAREFULLY

RIGHT OF POLICY EXAMINATION

This Policy may be returned to Aetna or its representative within
45 days of Application, within 10 days of receipt of Policy or 10
days after Aetna mails notice of right to cancel, whichever is
latest. Return this Policy to Aetna, Individual Life Insurance,
at 151 Farmington Avenue, Hartford, Connecticut 06156. Upon its
return, this Policy will be deemed void from its beginning. The
amount refunded will be:

1. the difference between payments made and amounts allocated
to Variable Life Account B; plus
2. the value of amounts allocated to Variable Life Account B on
the date the returned contract is received by Aetna; plus
3. any charges made under this Policy's terms on the amounts
allocated to Variable Life Account B.

Signed for Aetna on its Date of Issue.

/s/ Susan E. Schechter /s/ Drew Kearney
Secretary President

______________________
Registrar

FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY ON THE LIVES OF
TWO INSUREDS

- - FLEXIBLE PREMIUMS PAYABLE UNTIL MATURITY DATE OR SECOND
DEATH
- - PROCEEDS PAYABLE UPON THE FIRST EVENT TO OCCUR - SURRENDER,
MATURITY OR SECOND DEATH
- - NON-PARTICIPATING - NO DIVIDENDS PAYABLE

The amount or duration of the death benefit may be fixed or

<PAGE>
<PAGE>
variable. The death benefit is payable as described in the Death
Benefit Options and Proceeds sections of this Policy.

Values in each Fund held in a Separate Account may increase or
decrease daily. Such values are not guaranteed as to dollar
amount. Refer to the Policy Values section of this Policy for
more information.

<PAGE>
<PAGE>
Table of Contents
_________________________________________________________________
Page No.
Policy Specifications
Policy Summary
Definitions
Attained Age
Basic Monthly Premium
Date of Issue
Death Benefit
Fixed Account
Fixed Account Value
Fund(s)
Guaranteed Death Benefit
Home Office
Initial Coverage
Loan Account Value
Maturity Date
Minimum Specified Amount
Monthly Deduction Day
Net Premium
Net Single Premium
Policy Month
Policy Year/Policy Anniversary
Proceeds
Second Death
Separate Account(s)
Separate Account Value
Specified Amount
Subsequent Application(s)
Surviving Insured
Total Account Value
Valuation Date
Valuation Period
Variable Annuity Account B
Variable Life Account B
Variable Options
We, Our, Us, Company
Written Request
You, Your
General Provisions
The Contract
Owner
Beneficiary
Changes in Owner and Beneficiary
Assignment
Non-Participating
Policy Settlement
Age and/or Sex
Change of Address
Annual Report
Projection of Benefits

<PAGE>
<PAGE>
Table of Contents
_________________________________________________________________
Page No.

Proceeds
Coverage Beyond Maturity
Right to Defer Payment
Suicide and Incontestability
Suicide Exclusion
Incontestability
Premiums and Reinstatements
General
Planned Premiums
Additional Premiums
Allocation of Premium
Changes in Allocation Percentages
No Lapse Coverage
Grace Period
Reinstatement
Death Benefit Options
General
Option 1
Option 2
Guaranteed Death Benefit
Guaranteed Death Benefit to the Younger Insured's Age 80
Guaranteed Death Benefit to the Younger Insured's Age 100
Changes to the Guaranteed Death Benefit
Policy Values
Basis of Calculation
Interest Credited
Fixed Account Value
Separate Account Value
Charges to Policy Values
Transfers Within Accounts
Monthly Deductions
Cost of Insurance
Cost of Insurance Rate
Nonforfeiture Provisions
Continuation of Coverage
Surrender Value
Surrender Charge
Partial Surrender
Paid-Up Nonforfeiture Option
Policy Loans
General
Preferred Loans
Loan Interest Rate Charged
Repayment

<PAGE>
<PAGE>
Table of Contents
_________________________________________________________________
Page No.

Changes in Insurance Coverage
General
Increase in Specified Amount
Decrease in Specified Amount
Change in Death Benefit Option
Change from Option 1 to 2
Change from Option 2 to 1
Change of Fund(s)
Separate Account
Settlement Options
Conditions
Income Options
Option 1 - Interest
Option 2 - Stated Period
Option 3 - Life Income
Option 4 - Life Income for Two Payees
Terms of Options
Betterment of Payments
Separate Account
Fund(s) Settlement Option Units of Variable Annuity
Account B
Fund(s) Settlement Option Unit Value of Variable Annuity
Account B
Withdrawal and Death of the Payee

<PAGE>
<PAGE>
POLICY SPECIFICATIONS

NAMES OF
INSUREDS JOHN DOE (A)
MARY DOE (B)

POLICY
NUMBER: F 1 111 000 JANUARY 1, 1996 DATE OF ISSUE

INSURED SEX AGE PREMIUM CLASS
A MALE 45 SELECT
B FEMALE 45 SELECT

BENEFICIARY - SEE ATTACHED BENEFICIARY AND POLICYOWNER
ENDORSEMENT SHEET.

POLICYOWNER - THE INSUREDS.

PLAN - FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY ON THE
LIVES OF TWO INSUREDS

INITIAL SPECIFIED AMOUNT: $250,000 DEATH BENEFIT OPTION: 1

MINIMUM SPECIFIED AMOUNT: $250,000

MATURITY DATE: JANUARY 1, 2051
COVERAGE BEYOND MATURITY ELECTED: YES

INITIAL PLANNED PREMIUM: $X,XXX
INITIAL PREMIUM MODE: ANNUAL

BASIC MONTHLY PREMIUM $ XXX MONTHLY DEDUCTION DAY
BASIC POLICY ONLY $ XXX THE 1ST OF EACH MONTH

GUARANTEED DEATH BENEFIT MONTHLY PREMIUM
TO YOUNGER INSURED'S AGE 100 $ XXX

NO LAPSE COVERAGE EXPIRATION DATE: JANUARY 1, 2001

DISABILITY BENEFIT RIDER PREMIUM TO AGE 60
INSURED B $ XXX

FOUR-YEAR TERM RIDER BENEFIT AMOUNT: $XXX,XXX

SPLIT OPTION AMENDMENT RIDER
SPLIT OPTION RIDER PERCENTAGES:
50% FOR JOHN DOE
50% FOR MARY DOE

<PAGE>
<PAGE>
F 1 111 000 JOHN DOE PS 2
MARY DOE

NET PREMIUM INITIAL ALLOCATION PERCENTAGES:
FIXED ACCOUNT 20%
AETNA VARIABLE FUND 20%
AETNA VARIABLE ENCORE FUND 20%
AETNA INVESTMENT ADVISERS FUND 20%
TCI GROWTH 10%
SCUDDER MANAGED INTERNATIONAL PORTFOLIO 10%

GUARANTEED POLICY FEE:
1) $74.00 PER MONTH FOR THE 1ST POLICY YEAR; AND
2) $14.00 PER MONTH FOR EACH POLICY YEAR AFTER THE FIRST.

GUARANTEED MONTHLY ADMINISTRATIVE EXPENSE CHARGE:
$0.03 PER MONTH PER $1,000 OF SPECIFIED AMOUNT FOR THE FIRST
20 POLICY YEARS .

MAXIMUM PREMIUM LOAD: 12.35%
SALES LOAD: 9.0%
STATE PREMIUM TAX CHARGE: 2.1%
FEDERAL INCOME TAX CHARGE: 1.25%

GUARANTEED INTEREST RATE FOR FIXED ACCOUNT VALUE: 4.0% PER YEAR

GUIDELINE ANNUAL PREMIUM: $X,XXX

THE PLANNED PREMIUM AMOUNT SHOWN ABOVE MAY NOT CONTINUE THE
POLICY IN FORCE TO THE MATURITY DATE EVEN IF THIS AMOUNT IS PAID
AS SCHEDULED. THE PERIOD FOR WHICH THE POLICY WILL CONTINUE WILL
DEPEND ON:

1) THE AMOUNT, TIMING AND FREQUENCY OF PREMIUM PAYMENTS;
2) CHANGES IN THE SPECIFIED AMOUNT AND THE DEATH BENEFIT
OPTIONS;
3) CHANGES IN INTEREST CREDITED, FUND PERFORMANCE AND
MORTALITY DEDUCTIONS;
4) DEDUCTIONS FOR RIDERS AND BENEFITS;
5) PARTIAL SURRENDERS AND POLICY LOANS.

UPON SURRENDER OF THIS POLICY THERE MAY BE A SURRENDER CHARGE.
SEE PAGE PS3. IN ADDITION TO THE PARTIAL SURRENDER CHARGE, AN
ADMINISTRATIVE FEE OF $25 MAY APPLY FOR EACH PARTIAL SURRENDER.

<PAGE>
<PAGE>
F 1 111 000 JOHN DOE PS 3
MARY DOE
<TABLE>
<CAPTION>
TABLE OF SURRENDER CHARGES

POLICY
MONTH
STARTING 1966 1997 1998 1999 2000 2001 2002 2003
- -------- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$$ $$ $$ $$ $$ $$ $$ $$

JAN

FEB

MAR

APR

MAY

JUN

JUL

AUG

SEP

OCT

NOV

DEC

</TABLE>

THIS TABLE APPLIES TO THE INITIAL SPECIFIED AMOUNT FOR THE FIRST
20 POLICY YEARS.

AN ADDITIONAL TABLE WILL APPLY UPON EACH INCREASE IN THE
SPECIFIED AMOUNT. THE 20 YEAR PERIOD FOR THE ADDITIONAL TABLE
WILL INCLUDE THE POLICY YEAR IN WHICH THE INCREASE OCCURS.

<PAGE>
<PAGE>
F 1 111 000 JOHN DOE PS 4
MARY DOE

TABLE OF SURRENDER CHARGES (CONTINUED)

POLICY
MONTH
STARTING 2004 2005 2006 2007 2008 2009 2010 2011
- -------- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$$ $$ $$ $$ $$ $$ $$ $$

JAN

FEB

MAR

APR

MAY

JUN

JUL

AUG

SEP

OCT

NOV

DEC

</TABLE>

THIS TABLE APPLIES TO THE INITIAL SPECIFIED AMOUNT FOR THE FIRST
20 POLICY YEARS.

AN ADDITIONAL TABLE WILL APPLY UPON EACH INCREASE IN THE
SPECIFIED AMOUNT. THE 20 YEAR PERIOD FOR THE ADDITIONAL TABLE
WILL INCLUDE THE POLICY YEAR IN WHICH THE INCREASE OCCURS.

<PAGE>
<PAGE>
F 1 111 000 JOHN DOE PS 5
MARY DOE

TABLE OF SURRENDER CHARGES (CONTINUED)

POLICY
MONTH
STARTING 2012 2013 2014 2015
- -------- ---- ---- ---- ----
<S> <C> <C> <C> <C>
$$ $$ $$ $$

JAN

FEB

MAR

APR

MAY

JUN

JUL

AUG

SEP

OCT

NOV

DEC
</TABLE>

THIS TABLE APPLIES TO THE INITIAL SPECIFIED AMOUNT FOR THE FIRST
20 POLICY YEARS.

AN ADDITIONAL TABLE WILL APPLY UPON EACH INCREASE IN THE
SPECIFIED AMOUNT. THE 20 YEAR PERIOD FOR THE ADDITIONAL TABLE
WILL INCLUDE THE POLICY YEAR IN WHICH THE INCREASE OCCURS.

<PAGE>
<PAGE>
F 1 111 000 JOHN DOE PS 6
MARY DOE

TABLE OF
GUARANTEED MAXIMUM INSURANCE RATES
PER $1,000 OF AMOUNT AT RISK

POLICY MONTHLY POLICY MONTHLY POLICY MONTHLY
YEAR RATE YEAR RATE YEAR RATE

<PAGE>
<PAGE>
Policy Summary

It is important that You understand Your insurance policy. We
have tried to use understandable language throughout. However,
should You have any questions after You have read it, please call
the representative who sold this Policy to You or call Us. This
summary is not a substitute for the detailed policy provisions.

This is a flexible premium variable life insurance policy on the
lives of two insureds. This Policy provides that account values
may be invested on either a fixed or variable or a combination of
fixed and variable basis.

You may allocate Net Premiums to the Fixed Account, Variable Life
Account B, or both Accounts. Net Premiums allocated to Variable
Life Account B must be allocated to one or more Variable Options
we make available. The Variable Options support the benefits
provided by the variable portion of this Policy. The Fund
Account Value in each Variable Option is not guaranteed and will
vary with the investment performance of the associated Fund.

If the Fixed Account is selected, Net Premiums allocated to that
Account will accumulate at rates of interest We determine. Such
rates will not be less than 4% a year.

Proof of the first death should be sent to Us as soon as
reasonably possible.

Proceeds as described in this Policy will be paid upon surrender,
maturity, or Second Death.

Sufficient premiums must be paid to continue this Policy in force
or to qualify for a Guaranteed Death Benefit. Premium reminder
notices will be sent for Planned Premiums and for premiums
required to continue this Policy in force. This Policy may be
reinstated.

Other rights and benefits are explained in this Policy.

Definitions

Attained Age
Issue age of the Insured as shown in the Policy Specifications,
increased by the number of Policy Years elapsed. Issue age is
each Insured's age on his/her birthday nearest this Policy's Date
of Issue.

Basic Monthly Premium
The amount of premium to assure that this Policy remains in force
for a period of at least 5 Policy Years beginning on the Issue
Date or the Issue Date of an Increase or until the younger

<PAGE> Page 1
<PAGE>
Insured's Attained Age 80.

Date of Issue
The effective date of initial coverage is the Date of Issue shown
in the Policy Specifications. The Date of Issue and the
effective date for any change in coverage will be the Date of
Coverage Change shown in the supplemental Policy Specifications
which will be sent to You. Coverage is contingent upon payment
of the first premium and issue of this Policy as provided in the
application.

Death Benefit
The amount described in the Death Benefit Options provision which
is payable on the date of the Second Death, subject to all
provisions contained in this Policy.
Fixed Account
A non-variable option available on this Policy that guarantees a
minimum interest rate of 4% per year.

Fixed Account Value
The non-loaned portion of this Policy's Total Account Value
attributable to the non-variable portion of this Policy. The
Fixed Account Value is part of the general assets of the Company.

Fund(s)
One or more of the underlying variable funding options available
under the policy. Each of the funds is an open-end management
investment company (mutual fund) whose shares are purchased by
the Separate Account to fund the benefits provided by the policy.

Guaranteed Death Benefit
A provision that assures that the Policy will stay in force, even
if the Total Account Value is insufficient to cover the current
Monthly Deductions. The Guaranteed Death Benefit is available to
the younger Insured's Attained Age 80 or to the younger Insured's
Attained Age 100.

Home Office
Our main office, located at 151 Farmington Avenue, Hartford,
Connecticut 06156.

Initial Coverage
Coverage provided by this Policy prior to any change in coverage.

Loan Account Value
The sum of all unpaid loans. The amount necessary to repay all
Policy Loans in full is the Loan Account Value plus any accrued
interest.

Maturity Date
The Policy Anniversary on which the younger Insured reaches
Attained Age 100.

<PAGE> Page 2
<PAGE>
Minimum Specified Amount
The Specified Amount for this Policy cannot be decreased below
this amount. The Minimum Specified Amount for this Policy is
shown in the Policy Specifications.

Monthly Deduction Day
The first Monthly Deduction Day is the Date of Issue. Monthly
Deduction Days occur each month thereafter on the same day of the
month as the Date of Issue.

Net Premium
The Net Premium is equal to the premium paid, less the deduction
for premium load.

Net Single Premium
The Net Single Premium is the amount required to purchase a
guaranteed benefit assuming the Policy's Total Account Value is
allocated to the Fixed Account, using the Insureds' Attained Ages
and premium classes. The Net Single Premium is determined using
guaranteed interest of 4.0% per year and guaranteed Cost of
Insurance Rates.

Policy Month
The Policy Month begins each month on the same day of the month
as the Date of Issue.

Policy Year/Policy Anniversary
The first Policy Year is the 12 month period beginning on the
Date of Issue. Your Policy Anniversary is equal to the Date of
Issue plus 1 year, 2 years, etc.

Proceeds
The amount We will pay upon the Second Death, the Maturity Date,
or upon surrender of this Policy as described in the Proceeds
provision.

Second Death
Death of the Surviving Insured.

Separate Account(s)
A separate account established by Aetna Life Insurance and
Annuity Company for the purpose of funding this Policy: Variable
Life Account B; or, when referring to a settlement option as
described in the Settlement Options provisions of this Policy,
Variable Annuity Account B.

Separate Account Value
The portion of this Policy's Total Account Value attributable to
the variable portion of this Policy. This Policy's Separate
Account Value is held in Variable Life Account B.

<PAGE> Page 3
<PAGE>
Specified Amount
The Specified Amount is shown in the Policy Specifications or in
the Supplemental Policy Specifications, if later changed. The
Specified Amount is chosen by the Policyowner and used in
determining the Death Benefit. It may be increased or decreased
as described in this Policy.

Subsequent Application(s)
Any application after the initial application initiated by You or
by Us.

Surviving Insured
The Insured living after the first death.

Total Account Value
The sum of the Fixed Account Value, the Separate Account Value,
and the Loan Account Value.

Valuation Date
Any day on which the New York Stock Exchange is open for trading.

Valuation Period
The period of time commencing, usually at 4:00 p.m. Eastern Time
on each Valuation Date and ending at 4:00 p.m. Eastern Time on
the next Valuation Date.

Variable Annuity Account B
A Separate Account which segregates assets attributable to the
variable portion of annuity contracts and life insurance
settlement options from other assets of the Company. Its assets
are invested in shares of the Funds. Variable Annuity Account B
holds all or a portion of the Policy's Proceeds if a variable
settlement option is elected.

Variable Life Account B
A Separate Account which segregates assets attributable to the
variable portion of life insurance from other assets of the
Company. Its assets are invested in shares of the Funds.

Variable Option
One or more of the variable funding options available under this
Policy.

We, Our, Us, Company
Refers to Aetna Life Insurance and Annuity Company, its
successors, or assigns.

Written Request
A request in writing, in a form satisfactory to Us and received
by Us at the Home Office.

You, Your
Refers to the Owner(s) of this Policy.
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General Provisions

The Contract
This Policy, the initial application on the Insureds, any
Subsequent Applications and any riders constitute the entire
contract. Copies of all applications are attached to and made a
part of this Policy.

Only the President, Executive Vice President or the Corporate
Secretary may agree to a change in this Policy, and then only in
writing.

All statements made by or for the Insureds are representations
and not warranties. We will not use such statements to void this
Policy or defend against a claim unless it is contained in the
initial application or Subsequent Applications.

Owner
Unless otherwise stated in the application or later changed, this
Policy is owned by both Insureds jointly. After the first death,
the Owner is the Surviving Insured unless otherwise stated.

The Owner is entitled to exercise all rights granted by this
Policy while one or both Insureds are alive.

If this Policy is owned jointly, any exercise of rights granted
by this Policy must be made jointly.

Beneficiary
The individual or entity that will receive any Proceeds on the
Second Death is the Beneficiary. The Beneficiary is as stated in
the application, unless later changed.

If no designated Beneficiary is living at the time of the Second
Death, all benefits will be paid to the Owner or the Owner's
executors, administrators, or assigns.

Changes in Owner and Beneficiary
Unless this Policy states otherwise, the Owner and the
Beneficiary, or both, may be changed. This may be done as often
as desired during the lifetime of one or both of the Insureds and
while this Policy is in force.

To change the Owner or Beneficiary, Your Written Request must be
sent to Us. When We give Our written acceptance, the change will
take effect as of the date Your Written Request was signed. The
change will be subject to any action We take before Our written
acceptance of the change.

Assignment
A copy of an Assignment must be on file at the Home Office.

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Until We receive such notice, We will not be required to take
notice of, or be responsible for, any transfer of interest in
this Policy by Assignment, agreement, or otherwise.

The Company will use reasonable procedures to confirm that the
Assignment is authentic, including verification of signature. If
the Company fails to follow its procedures, it would be liable
for any losses to You directly resulting from the failure.
Otherwise, We are not responsible for the validity of any
Assignment. The rights of the Policyowner and the interest of
the Beneficiary will be subject to the rights of any assignee of
record.

Non-Participating
No dividends will be paid.

Policy Settlement
All amounts payable by Us will be paid from the Home Office. We
will deduct from the amount payable at settlement any debt plus
accrued interest and any overdue amount necessary to keep this
Policy in force to the date that Proceeds are payable. We may
require return of this Policy.

Age and/or Sex
If the age and/or sex of one or both Insureds is misstated, the
amount of the Death Benefit will be adjusted to reflect the
coverage that would have been purchased by the most recent pre-
Maturity Date Monthly Deduction at the correct age and/or sex.

Change of Address
You must notify Us at the Home Office of a change in Your mailing
address.

Annual Report
At least once during each Policy Year We will send You a report.
The report will show the Total Account Value, the Surrender Value
and the Death Benefit on the date of the report. It will also
show, since the last report, at least the following information:

1. gross premiums paid;

2. the Cost of Insurance and the cost of riders;

3. interest and investment return credited to the Total Account
Value;

4. the amount of any surrenders or Partial Surrenders;

5. the amount of any surrender charges made;

6. a summary of loan activity;

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7. a projection of the Total Account Value, Loan Account Value
and Surrender Value as of the succeeding Policy Anniversary;
and

8. any other information required by the state in which this
Policy was delivered.

Projection of Benefits
We will provide a projection of illustrative future Death
Benefits and Total Account Values at any time upon Written
Request. We reserve the right to charge a fee of $25 for this
service.

Proceeds
Proceeds on the Second Death will equal:
1. the Death Benefit; less

2. the Loan Account Value plus any accrued interest; less

3. any payment required to keep the policy in force.

Proceeds on the Second Death are payable after receipt at the
Home Office of due proof of death of the Surviving Insured.

Proceeds on maturity of this Policy will equal:

1. the Total Account Value on the Maturity Date; less

2. the Loan Account Value plus any accrued interest.

Proceeds on surrender of this Policy will equal the Surrender
Value as described in the Surrender Value provision.

All Proceeds are subject to adjustment under the Age and/or Sex,
Incontestability, Suicide Exclusion and Grace Period provisions.

Coverage beyond Maturity
You may elect to continue coverage beyond the Maturity Date
provided the policy is in force on the Maturity Date. Any extra
benefit riders will be terminated on the Maturity Date. If
elected by Your Written Request, the following will apply:

- - We will continue to credit interest to the Total Account
Value of this Policy as described in the Interest Credited
provision.

- - On the Maturity Date the Separate Account Value of this
Policy will be transferred to the Fixed Account.

- - Monthly Deductions will be calculated with a Cost of
Insurance Rate equal to zero.

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- - Proceeds are payable on the Second Death and will be as
described in the Proceeds provision of this Policy.
Proceeds on maturity will not be paid.

- - No future premium payments will be accepted except for the
amount required to keep this Policy in force.

Rights and benefits as described in this Policy will be available
before the Second Death.

Right to Defer Payment
Payments of any Separate Account Value will be made within 7 days
after Our receipt of Your Written Request. However, the Company
reserves the right to suspend or postpone the date of any payment
of any benefit or values for any Valuation Period (a) when the
New York Stock Exchange is closed (except holidays or weekends);
(2) when trading on the Exchange is restricted; (3) when an
emergency exists as determined by the SEC so that disposal of the
securities held in the Funds is not reasonably practicable or it
is not reasonably practicable to determine the value of the
Funds' net assets; or (4) during any other period when the SEC,
by order, so permits for the protection of security holders. For
payment from the Separate Account in such instances, We may defer
payment of:

1. Surrender or Partial Surrender Values;

2. any Proceeds on death in excess of the current Specified
Amount; or

3. any portion of the loan value.

Payment of any Fixed Account Value may be deferred for up to six
months, except when used to pay premiums due Us.

Suicide and Incontestability

Suicide Exclusion
If one or both Insureds die by suicide, while sane or insane,
within 2 years from the Date of Issue of this Policy, this Policy
will end and We will pay:

1. the difference between payments made and amounts allocated
to the Separate Account; plus

2. the Separate Account Value; plus

3. any charges made under this Policy's terms on the Separate
Account Value; less

4. the sum of:

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(a) the Loan Account Value transferred from the Fixed
Account Value; plus

(b) the interest due on the Loan Account Value; plus

(d) any interest earned on the Loan Account Value
transferred to the Separate Account Value.

If one or both Insureds die by suicide while sane or insane,
within 2 years from the Date of Issue of any increase in
coverage, We will pay only the Monthly Deductions for the
increase in coverage.

If one or both Insureds die by suicide while sane or insane, more
than 2 years from the Date of issue of this Policy but within 2
years from the Date of Issue of any increase in coverage, We will
pay:

1. the Proceeds on death for any coverage in effect more than 2
years from the Date of issue of this Policy; plus

2. the Monthly Deductions for the increase in coverage.

All amounts will be calculated as of the date of the suicide.

Incontestability
With respect to statements made in the initial application or any
Subsequent Application for each Insured: We will not contest
this Policy after it has been in force during the lifetime of
each Insured for 2 years from its Date of Issue.

With respect to statements made in any Subsequent Application for
one or both Insureds: We will not contest coverage relating to
Subsequent Applications after coverage has been in force during
the lifetime of each Insured for 2 years from the Date of Issue
of such coverage or from the effective date of any reinstatement.

If this Policy is contested, Your rights or the Beneficiary's
rights may be affected.

Premiums and Reinstatement

General
Sufficient premiums must be paid to continue this Policy in force
until the Maturity Date or to qualify for a Guaranteed Death
Benefit. The Planned Premium is due on the Date of Issue.
Premium due dates are measured from the Date of Issue.

Any premiums after the first premium are payable only at our Home

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Office. Send Your check or money order, payable to Aetna, to the
Home Office. Please be sure to write Your policy number on Your
check. A receipt signed by an officer of the Company will be
given upon request.

We may require satisfactory evidence of insurability if payment
of the new Planned Premium or an Additional Premium during the
current Policy Year would increase the difference between the
Death Benefit and the Total Account Value.

Planned Premiums
Planned Premiums are those premiums We agree to bill. Premium
reminder notices for Planned Premiums will be sent at frequencies
of 3, 6 or 12 months, or at any other frequency to which We
agree. Planned Premiums as of the Date of Issue are shown in the
Policy Specifications.

You may change the amount and frequency of Planned Premiums by
Written Request.

Additional Premiums
Additional Premiums are premium payments in excess of Planned
Premiums. Additional Premiums may be paid at any time while this
Policy is in force and before the Maturity Date.

Allocation of Premium
Each Net Premium will be allocated to the Funds You select under
Variable Life Account B and/or the Fixed Account in the
percentages indicated in the Policy Specifications. If these
percentages are changed in accordance with the Changes in
Allocation Percentages provision of this Policy, We will send a
letter to You confirming the change.

Changes in Allocation Percentages
Allocation percentages may be changed at any time by Your request
to Us. Allocations must be changed in whole percentages. The
change will be effective as of the date of the next premium
payment after You notify Us.

No Lapse Coverage
This Policy will not terminate within the 5-year period after its
Date of Issue or the Date of Issue of any increase if on every
Monthly Deduction Day within that period the sum of premiums paid
within that period equals or exceeds:

1. The sum of the Basic Monthly Premiums for each Policy Month
from the start of the period, including the current month;
plus

2. Any Partial Surrenders; plus

3. Any increase in the Loan Account Value since the start of
the period.
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If on any Monthly Deduction Day within the 5-year period the sum
of premiums paid is less than the sum of items 1, 2 and 3 above,
the Grace Period provision will apply.

After the 5-year period expires, the Total Account Value may be
insufficient to keep this Policy in force. Payment of an
Additional Premium may be necessary.

The Basic Monthly Premium is shown in the Policy Specifications.

Grace Period
If the Surrender Value is insufficient to allow a Monthly
Deduction on the Monthly Deduction Day and if the conditions of
the No Lapse Coverage or Guaranteed Death Benefit provision have
been met, We will allow You 61 days of grace for payment of an
amount sufficient to allow the Monthly Deduction. We may require
payment of the amount equal to the lesser of (1) or (2) where:

(1) is the amount necessary to meet the conditions of the No
Lapse Coverage or Guaranteed Death Benefit provision; or

(2) is an amount sufficient to cover the Monthly Deduction(s)
that would result in the Surrender Value being greater than
zero.

If the conditions of the No Lapse Coverage or Guaranteed Death
Benefit provision have not been met and the Surrender Value is
insufficient to allow a Monthly Deduction on a Monthly Deduction
Day, We will allow You 61 days of grace for payment of an amount
sufficient to allow the Monthly Deduction. We may require
payment of the amount necessary to keep the policy in force for
the current month plus two additional months.

Written notice will be mailed to Your last known address,
according to Our records, not less than 61 days before
termination of this Policy. This notice will also be mailed to
the last known address of any assignee of record.

During the days of grace this Policy will stay in force. If the
Second Death occurs during the days of grace, We will deduct an
amount required to keep the policy in force from the Death
Benefit.

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Reinstatement
If this Policy terminates as provided in the Grace Period
provision, it may be reinstated. To reinstate this Policy, the
following conditions must be met:

- - This Policy has not been fully surrendered.

- - You must apply for reinstatement within 5 years after the
date of termination and before the Maturity Date.

- - We must receive evidence of insurability, satisfactory to Us,
on each Insured.

- - We must receive a premium payment sufficient to keep this
Policy in force for the current month plus two additional
months.

If this Policy is reinstated while the No Lapse Coverage
provision would have been in effect if this Policy had not
lapsed, all values including the Loan Account Value would be
reinstated to the point they were on the date of lapse.

If this Policy is reinstated after the No Lapse Coverage
provision has expired, this Policy would be reinstated on the
Monthly Deduction Day following Our approval. This Policy's
Total Account Value at reinstatement would be the Net Premium
paid less the Monthly Deduction for that day. Any Loan Account
Value would not be reinstated.

If this Policy's Total Account Value less any Loan Account Value
including accrued interest was not sufficient to cover the full
Surrender Charge at the time of lapse, only the remaining portion
of the Surrender Charge would be reinstated. At the time of this
Policy's reinstatement, the remaining portion of the Surrender
Charge will be proportionately reduced by the same pattern as the
original Table of Surrender Charges.

Extra benefit riders will be reinstated only with Our consent.

The Guaranteed Death Benefit provisions will not be reinstated.

Death Benefit Options

General
The Proceeds payable upon the Second Death is based upon one of
the following Death Benefit Options You choose. The option for
this Policy as of the Date of Issue is shown in the Policy
Specifications. If You have changed the Death Benefit option,
the option is shown in the Supplemental Policy Specifications
which were sent to You.

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<PAGE>
Option 1
The Specified Amount includes the Total Account Value. Under
this option, the Death Benefit will be the greater of: (a) the
Specified Amount or (b) a percentage of the Total Account Value.
This percentage is 1 divided by the Net Single Premium per
dollar.

Option 2
The Specified Amount is in addition to the Total Account Value.
Under this option, the Death Benefit will be the greater of: (a)
the Specified Amount plus the Total Account Value on the date of
death or (b) a percentage of the Total Account Value. This
percentage is 1 divided by the Net Single Premium per dollar.

Guaranteed Death Benefit

Guaranteed Death Benefit to the Younger Insured's Age 80
Your Policy will remain in force until the later of the younger
Insured's Attained Age 80 or 10 Policy Years from the Date of
Issue, even if the Total Account Value is insufficient to satisfy
the current Monthly Deduction, if on each Monthly Deduction Day
the sum of all premiums paid equals or exceeds the sum of all
Basic Monthly Premiums for each Policy Month from the Date of
Issue, including the current month, plus any Partial Surrenders.

If the Guaranteed Death Benefit Provision to the Younger
Insureds' Age 80 is in place and the required premium is not
received within 61 days, the Guaranteed Death Benefit provision
will terminate.

If the Basic Monthly Premiums have been paid, but outstanding
loans have caused this Policy to enter the Grace Period, this
provision will not keep this Policy in force beyond the Grace
Period. The Basic Monthly Premium will continue to be due and
payable if the conditions of the Grace Period are met.

The Basic Monthly Premium is shown in the Policy Specifications.

The Guaranteed Death Benefit to the Younger Insured's Age 80 may
not, depending on the Death Benefit Option chosen, be available
to all risk classes.

Guaranteed Death Benefit to the Younger Insured's Age 100
Your Policy will remain in force until the later of the younger
Insured's Attained Age 100, even if the Total Account Value is
insufficient to satisfy the current Monthly Deduction, if on each
Monthly Deduction Day the sum of all premiums paid equals or
exceeds the sum of all Guaranteed Death Benefit to the Younger
Insured's Age 100 Premiums for each Policy Month from the Date of
Issue, including the current month, plus any Partial Surrenders.

If We determine on a Monthly Deduction Day that this condition
<PAGE> Page 13
<PAGE>
has not been satisfied, the Guaranteed Death Benefit Provision
will terminate. You will have 61 days to pay the amount required
to keep the Guaranteed Death Benefit to the Younger Insured's Age
100 in force. If the required payment is not made within this
time period and it is determined that the condition for the
Guaranteed Death Benefit to the Younger Insured's Age 80 has been
satisfied, Your Policy will remain in force until the Younger
Insured's Attained Age 80. The Guaranteed Death Benefit
Provision to the Younger Insured's Age 100 will terminate and the
conditions set forth in the Guaranteed Death Benefit to the
Younger Insured's Age 80 provision will be applicable.

If Guaranteed Death Benefit to the Younger Insured's Age 100
premiums have been paid, but outstanding loans have caused this
Policy to enter the Grace Period, this provision will not keep
this Policy in force beyond the Grace Period. Your Guaranteed
Death Benefit to the Younger Insured's Age 100 premium will
continue to be due and payable if the conditions of the Grace
Period are met.

The Guaranteed Death Benefit to the Younger Insured's Age 100
premium is shown in the Policy Specifications.

The Guaranteed Death Benefit to the Younger Insured's Age 100 may
not, depending on the Death Benefit Option chosen, be available
to all risk classes.

Changes to the Guaranteed Death Benefit
Once terminated, the Guaranteed Death Benefit to the Younger
Insured's Age 80 and the Guaranteed Death Benefit to the Younger
Insured's Age 100 provisions cannot be reinstated.

Policy Values

Basis of Calculation
The values of this Policy equal or exceed those required by law
in the state where this Policy is delivered. A detailed
statement has been filed with the state which shows how to
compute those values.

Interest Credited
We will credit interest on the Fixed Account Value at the
guaranteed rate of 4.0% per year. This guaranteed rate equals
0.0032737%, per month, compounded monthly. We may credit
interest in excess of the guaranteed rate. If the interest rate
credited is greater than 4.0%, additional guaranteed excess
interest of .85% will be credited to the Fixed Account Value
beginning in Policy Year 11 or, if later, at the younger
Insured's Attained Age 65.

During Policy Years 1 through 10 the Loan Account Value equal to

<PAGE> Page 14
<PAGE>
the non-preferred loan will earn interest at the guaranteed rate.
We may credit interest in excess of the guaranteed rate.

Beginning in Policy Year 11 or, if later, at the younger
Insured's Attained Age 65, the interest earned by the portion of
the Loan Account Value equal to the Preferred Loan will be
credited at the guaranteed policy loan interest rate. Interest,
at the rates specified, will be earned by the Loan Account Value
and credited to the Fixed Account Value and the Separate Account
Value in the same proportion in which the Loan Account Value was
originally deducted from these values.

Interest credited to the Loan Account Value will never be less
than 4.0% per year.

Fixed Account Value
The Fixed Account Value for this Policy will be:

1. the value of the Net Premiums credited to the Fixed Account
Value; less

2. the portion of Monthly Deductions taken from the Fixed
Account Value; plus

3. interest credited; less

4. any transfers of value out of the Fixed Account Value; plus

5. any transfers from the Fund(s) to the Fixed Account Value;
plus

6. interest earned on the Loan Account Value attributable to the
Fixed Account Value; plus

7. any loan repayments credited to the Fixed Account Value.

Separate Account Value
The Separate Account Value of this Policy will be the sum of the
Fund Account Values.

A. Fund Account Value

The portion of each Net Premium allocated to a Fund plus any
interest earned on the Loan Account Value which is
attributable to that Fund is credited to this Policy in the
form of accumulation units. Accumulation units measure the
value of Your interest in each applicable Variable Option.
The number of accumulation units credited is equal to that
portion of Net Premium divided by the Accumulation Unit Value
for that Variable Option for the Valuation Period in which
the premium is received.

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The Fund Account Value of each Variable Option will equal the
Accumulation Unit Value for a Variable Option multiplied by
the number of accumulation units for that Variable Option
credited to this Policy.

B. Accumulation Unit Value

The Accumulation Unit Value is determined by multiplying the
value of the Variable Option's accumulation unit for the
immediately preceding Valuation Period by the net investment
factor for the current period.

The net investment factor equals the net investment rate plus
1.0. The net investment rate is determined separately for
each Variable Option held in Variable Life Account B as
follows:

1. the net assets of the Variable Option held in Variable
Life Account B at the end of a Valuation Period; less

2. the net assets of the Variable Option held in Variable
Life Account B at the beginning of that Valuation Period,
adjusted by any taxes or provisions for taxes attributable
to the operation of Variable Life Account B; divided by

3. the value of the Variable Option's accumulation units held
in Variable Life Account B at the beginning of the
Valuation Period; less

4. a daily charge at an annual rate not to exceed .90% of net
assets of the Fund for mortality and expense risks
attributable to policies funded through Variable Life
Account B. Beginning in Policy Year 11 or, if later,
after the younger Insured's Attained Age 65 this daily
charge will be reduced to 0% at any time it is not being
charged at its maximum amount.

Charges to Policy Values
Charges and deductions made according to this Policy's provisions
will be deducted from the Separate Account Value and the Fixed
Account Value in the same proportion that these Values bear to
the sum of the Fixed Account Value and the Separate Account Value
on the date of the deduction.

The portion of the deduction attributable to the Separate Account
Value will reduce each Fund Account Value proportionately. The
value deducted from each Fund is determined by dividing the
amount of the deduction attributable to that Fund by the Variable
Option's Accumulation Unit Value for the Valuation Period when
the charge was made. The resulting number of Variable Option
accumulation units will be deducted from the total accumulation
units for that Fund.

<PAGE> Page 16
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The portion of the deduction attributable to the Fixed Account
Value will be deducted from that Value as a dollar amount.

Transfers Within Accounts
At any time prior to the Maturity Date, You may transfer all or
part of each Fund Account Value to any other Fund or to the Fixed
Account Value at any time. Funds may be transferred between the
Funds or from the Funds to the Fixed Account. We reserve the
right to charge an administrative fee of $25 for more than 12
transfers per year.

We reserve the right to limit the total number of Funds You may
elect to 15 over the lifetime of this Policy.

Within the forty-five days following the Policy Anniversary, You
may request a transfer of a portion of the Fixed Account Value to
one or more of the Funds. This type of transfer is allowed only
once within these forty-five days and We must receive Your
request at the Home Office within the forty-five days. The
transfer will be effective on the Valuation Date that Your
request is received by the Home Office. The amount of such
transfer cannot exceed 25% of the Fixed Account Value.

Accumulation units for each Variable Option will be added to or
subtracted from Your Separate Account Value, based on each
Variable Option's Accumulation Unit Value at the end of the
Valuation Period when request for such transfer is received by
Us. A dollar amount will be added to or subtracted from the
Fixed Account Value according to the terms of Your request for
transfer.

Monthly Deductions
Monthly Deductions begin on the Date of Issue and occur on each
Monthly Deduction Day thereafter. The Monthly Deduction will be
deducted from this Policy's values as described in the Charges to
Policy Values provision.

The Monthly Deduction is equal to:

1. the Cost of Insurance as calculated below; plus
2. the monthly policy fee, shown in the Policy Specifications;
plus

3. the monthly expense charge per $1,000 of Specified Amount, as
shown in the Policy Specifications.
Cost of Insurance
The Cost of Insurance on any Monthly Deduction Day will be (1)
multiplied by the result of (2) minus (3) where:

(1) is the monthly Cost of Insurance Rate on that date divided
by 1,000;

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(2) is the Death Benefit on that date divided by 1.0032737;

(3) is the Total Account Value on that date before computing the
Monthly Deductions for the Cost of Insurance for this
Policy.

Cost of Insurance Rate
The monthly Cost of Insurance is based on both Insured's issue
age, sex, number of policy years elapsed and premium class. For
an increase, the premium class for that increase will be used.
If an Insured is assigned a premium class which designates
"smoker" and this classification changes, You may, by Written
Request, reclassify the Insured any time after the first Policy
Anniversary. Upon Our acceptance of the change, Supplemental
Policy Specifications will be sent to You.

The monthly Cost of Insurance Rates may be adjusted by Us from
time to time. Adjustments will be on a class basis and will be
based on Our estimates for future factors such as mortality,
investment income, expenses, and the length of time policies stay
in force. Any adjustments will be made on a nondiscriminatory
basis.

The rate during any Policy Year will never exceed the rate shown
for that year in the Table of Guaranteed Maximum Insurance Rates
in the Policy Specifications. Those rates are based on the 1980
Commissioners Standard Ordinary Mortality Table, Male or Female,
Smoker or Nonsmoker.

Nonforfeiture Provisions

Continuation of Coverage
Coverage of this Policy will continue to the Maturity Date as
long as the Surrender Value is sufficient to cover each Monthly
Deduction. If the Surrender Value is insufficient to cover a
Monthly Deduction, the Grace Period provision will apply except
as provided under the Guaranteed Death Benefit and No Lapse
Coverage provisions.

Surrender Value
By Written Request, the Owner may surrender this Policy for its
full Surrender Value at any time before the Maturity Date while
one or both Insureds is alive. All insurance coverage under this
Policy will end on the date of the full surrender. Partial
Surrenders will also be allowed. We reserve the right to defer
payments as provided under the Right to Defer Payment provision.

The full Surrender Value will equal:

1. the Total Account Value on the date of surrender; less

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2. the Surrender Charge; less

3. the Loan Account Value plus any accrued interest.

If this Policy is surrendered within 2 years of its Date of Issue
or within 2 years of the Date of Issue of an increase in the
Specified Amount, We will pay the Surrender Value plus any refund
required by the Securities and Exchange Commission.

Surrender Charge
At the time of surrender, We will deduct a Surrender charge from
the Total Account Value. The applicable Surrender Charge for
this Policy is shown in the Policy Specifications in the Table of
Surrender Charges.

Any increase in the Specified Amount will result in additional
Surrender Charges. The charge will be effective on the Date of
Issue for the increase. Supplemental Policy Specifications will
be sent to You once the change is complete and will reflect the
additional Surrender Charge in the Table of Surrender Charges.

Any decrease in the Specified Amount will not reduce the original
or any additional Surrender Charge.

Partial Surrender
Partial Surrenders may be made at any time after the expiration
of the Right of Policy Examination period.

A partial Surrender Charge will be included in the amount of the
Total Account Value which is surrendered. The minimum amount of
any Partial Surrender after any Partial Surrender Charge is
applied is $500. We may also charge an administrative fee of
$25.

The partial Surrender Charge will be in proportion to the
Surrender Charge that would apply to a full Surrender. The
proportion will be computed as the amount of the net Partial
Surrender divided by the sum of the Fixed Account Value and the
Separate Account Value less the full Surrender Charge. When the
Partial Surrender is made, any future Surrender Charge will be
reduced in the same proportion.

If the Death Benefit option for this Policy is Option 1, a
Partial Surrender will reduce the Total Account Value, Death
Benefit, and Specified Amount. The Specified Amount and Total
Account Value will be reduced by equal amounts. However, We will
not allow a Partial Surrender if the Specified Amount will be
reduced below the Minimum Specified Amount.

If the Death Benefit option for this Policy is Option 2, a
Partial Surrender will reduce the Total Account Value and the
Death Benefit. The Specified Amount will not be reduced.

<PAGE> Page 19
<PAGE>
If the Death Benefit option for this Policy is determined as the
Total Account Value divided by the Net Single Premium, the
Partial Surrender may not reduce the Specified Amount.

A reduction in the Specified Amount will cause a reduction in the
required premiums for the Guaranteed Death Benefit provisions.
The future premium required to maintain the Guaranteed Death
Benefit provisions will be based on the new Specified Amount.

Paid-Up Nonforfeiture Option
By Written Request, You may elect, at any time while one or both
Insureds are alive and before the Maturity Date, to continue this
Policy as paid-up life insurance.

The Surrender Value will be applied as a Net Single Premium to
determine the Specified Amount of the paid-up insurance. The
cost of the paid-up insurance will be based on the guaranteed
maximum Cost of Insurance Rates in this Policy and an interest
rate of 4.0% compounded annually. However, the Specified Amount
of the paid-up insurance cannot exceed the Death Benefit under
this Policy as of the effective date of the paid-up insurance.
Any excess Surrender Value will be refunded to You.

The effective date of the paid-up insurance will be the Monthly
Deduction Day which occurs on or immediately after the date Your
request is received by Us.

As of the effective date:

- - no further premium payments, Monthly Deductions, excess
interest credits or changes in coverage may be made; and

- - all extra benefit riders will terminate.

Policy Loans

General
We will grant loans at any time after the expiration of the Right
of Policy Examination period. The amount of the loan will not be
more than the Loan Value. The Loan Value for this Policy is 90%
of the sum of the Fixed Account Value and the Separate Account
Value less the Surrender Charge applicable at the time of the
loan.

The amount of the loan will be transferred out of the Fixed
Account and Separate Account Values as described in the Policy
Values provision. The loan amount increases the Loan Account
Value.

The Loan Account Value plus accrued interest will reduce any
Proceeds under this Policy. If the Loan Account Value exceeds

<PAGE> Page 20
<PAGE>
the sum of the Separate Account Value and Fixed Account Value,
the Grace Period provision will apply.

Preferred Loans
Beginning in the 11th Policy Year or upon the younger Insured's
Attained Age 65, whichever is later, and on each Policy
Anniversary thereafter, that portion of the loan attributable to
the Separate Account Value will be treated as preferred. The
interest rate charged on the Preferred Loan will equal the
interest rate credited to the portion of the Loan Account Value
equal to the Preferred Loan.

Loan Interest Rate Charged
Interest, at an annual effective rate, will be charged on the
Policy's Loan Account Value. The Loan Interest Rate is 8% per
year on the Loan Account Value that is not treated as a Preferred
Loan. The Loan Interest Rate charged on the Preferred Loan is
4%. Interest is due and payable on the next Policy Anniversary,
the date this Policy ends or upon full repayment of the Loan
Account Value. Any interest not paid when due will be added to
the Loan Account Value on the Policy Anniversary and will itself
bear interest on the same terms.

Repayment
The loan may be repaid in full or in part at any time prior to
the Maturity Date as long as this Policy is in force and one or
both Insureds is alive. The amount necessary to repay all loans
in full is the Loan Account Value plus any accrued interest.

Loan repayments will be allocated to the Fixed Account Value and
the Separate Account Value in the same proportion in which the
loan was taken. The Loan Account Value will be reduced by the
amount of any loan repayment.

Changes in Insurance Coverage

General
For any change in coverage We will require Your Written Request.
Supplemental Policy Specifications and/or a notice confirming the
change will be sent to You once the change is completed.

Increase in Specified Amount
Increases will be allowed at any time while this Policy is in
force and both Insureds are alive. The increase may be rescinded
by You within 45 days of the Subsequent Application or within 10
days of receipt of the Supplemental Policy Specifications and/or
notice of the right to rescind the increase, whichever is latest.

Satisfactory evidence of insurability on both Insureds will be
required.

<PAGE> Page 21
<PAGE>
The Date of Issue for any increase will be shown in the
supplemental Policy Specifications.

The Surrender Value immediately after an increase must be at
least three times the sum of:

(1) the most recent Monthly Deduction from the Total Account
Value; and

(2) the Specified Amount of the increase multiplied by the
applicable Cost of Insurance Rate divided by 1000.

Any increase in the Specified Amount will increase the Surrender
Charge.

The 5-year period as described in the No Lapse Coverage provision
will restart on the Date of Issue of the increase.

The Basic Monthly Premium and the premium required to satisfy the
Guaranteed Death Benefit to the Younger Insured's Age 100 will be
based on the new Specified Amount.

Decrease in Specified Amount
You may decrease the Specified Amount of this Policy after the
5th Policy Year. We will not allow a decrease in the Specified
Amount if the Specified Amount would be reduced below the Minimum
Specified Amount.

For a decrease in the Specified Amount, the Date of Issue will be
the Monthly Deduction Date on or next following the date on which
Your Written Request is received.

The decrease will reduce any past increases in the reverse order
in which they occurred.

The Basic Monthly Premium and the premium required to satisfy the
Guaranteed Death Benefit to the Younger Insured's Age 100 will be
based on the new Specified Amount.

Change in Death Benefit Option
Any change in the Death Benefit option is subject to the
following conditions:

We will not allow a change in the Death Benefit option if the
Specified Amount will be reduced below the Minimum Specified
Amount.

The change will take effect on the Monthly Deduction Day on or
next following the date on which Your Written Request is
received.

There will be no change in the Surrender Charge.

<PAGE> Page 22
<PAGE>
Evidence of insurability may be required.

Change from Option 1 to 2
Changes from Option 1 to 2 will be allowed at any time while this
Policy is in force. The Specified Amount will be reduced to
equal the Specified Amount less the Total Account Value at the
time of the change.

The Basic Monthly Premium and the premium required to satisfy the
Guaranteed Death Benefit to the Younger Insured's Age 100 will be
based on the new Specified Amount.

Change from Option 2 to 1
Changes from Option 2 to 1 will be allowed at any time while this
policy is in force. The new Specified Amount will equal the
Specified Amount plus the Total Account Value as of the date of
the change.

The Basic Monthly Premium and the premium required to satisfy the
Guaranteed Death Benefit to the Younger Insured's Age 100 will be
based on the new Specified Amount.

Change of Fund(s)

If shares of any Fund are no longer available for investment by
the Separate Account or, in Our judgment, further investment in
such shares should become inappropriate in view of the purpose of
the Policy, We may cease to make such Fund shares available under
the Policy prospectively, or we may substitute shares of other
Fund(s) for shares already acquired. We may also, from time to
time, add additional Funds. Any elimination, substitution or
addition of Funds will be done in accordance with applicable
state or federal securities laws. We reserve the right to
substitute shares of another Fund for shares already acquired
without a proxy vote.

The investment policy of a Separate Account may not be changed
without the approval of the Insurance Commissioner of the State
of Connecticut. The approval process has been filed with the
Commissioner.

We will notify You of any change.

Separate Account

Variable Life Account B is a Separate Account established by Us
in accordance with the laws of the State of Connecticut. Income,
realized and unrealized gains and losses from the assets of
Variable Life Account B will be credited to or charged against
Variable Life Account B without regard to Our other income,

<PAGE> Page 23
<PAGE>
gains, or losses. Variable Life Account B's liabilities arise
from the variable life insurance policies that it supports. The
assets of Variable Life Account B are available to cover the
liabilities of the General Account only to the extent that
Variable Life Account B's assets exceed its liabilities.

The value of the assets of Variable Life Account B is determined
whenever the policy benefits vary and at the end of every
Valuation Period.

Settlement Options

Conditions
All or part of the Proceeds of this Policy may be applied under
one or more of the options described below or in any manner to
which We agree and that We make available. An election shall be
made by Written Request filed with the Home Office. The payee of
Proceeds may make this election if no prior election has been
made.

Payments will be made at intervals of 1, 3, 6 or 12 months in
equal amounts as elected. Payments under a settlement option may
be made on a fixed dollar or variable basis. However, once
payments begin on either the fixed or variable basis, the option
may not be changed to one with payments on the alternate basis.

Our consent to the election of an option is required if:

1. The payee is not a natural person receiving payments in his
or her own right;

2. the payee is an assignee of this Policy; or

3. payments would be less than $25 each or totaling less than
$120 in a year.

Income Options
The rates for these Income Options are based on the 1983 rates
for Individual Annuity Mortality Table and a pivotal age of 55.
For purposes of calculating payments, the Adjusted Ages of the
payees will be used. The Adjusted Age is the payee's age on his
or her birthday nearest the commencement date of the annuity and
then reduced by one year for annuities commencing in the 1990's,
reduced two years for annuities beginning during 2000-2009, and
so on.

Rates for ages and intervals not shown for any of the following
income options will be furnished upon request.

Option 1 - Interest
Payment of interest on Proceeds left with Us. Proceeds held

<PAGE> Page 24
<PAGE>
under this option may be left with Us after the death of the
payee only with Our consent. By Written Request, the payee may
later elect to:

- - Receive all or a portion of the amount held under this
option; or
- - apply all or a portion of this amount to options 2, 3 or 4 as
described below.

Option 2 - Stated Period
Payments for a stated number of years, not longer than 30 years.
If payments for this option are made on a variable basis, the
present value of any remaining payments may be withdrawn at any
time.

Rates for Fixed Payments with Guaranteed Interest Rate of 3.0%;
and Rates for Variable Payments with Assumed Net Return
Rate of 3.0%
PAYMENT PER $1,000 PROCEEDS
<TABLE>
<CAPTION>
YEARS OF YEARS OF
STATED STATED
PERIOD MONTHLY PERIOD MONTHLY

<S> <C> <C> <C>
3 $28.99 15 $6.87
4 22.06 20 5.51
5 17.91 25 4.71
10 9.61 30 4.18

Rates for Variable Payments with Assumed Net Return Rate of 5%
</TABLE>
PAYMENT PER $1,000 PROCEEDS

YEARS OF YEARS OF
STATED STATED
PERIOD MONTHLY PERIOD MONTHLY
<S> <C> <C> <C>

3 $29.80 15 $7.82
4 22.89 20 6.51
5 18.74 25 5.76
10 10.51 30 5.28
</TABLE>
Option 3 - Life Income
Payments for the lifetime of the payee. If also chosen, We will
guarantee payments for 60, 120, 180, or 240 months. No payment
will be due after death, except payment for any remaining fixed
period.
<PAGE> Page 25
<PAGE>
Rates for Fixed Payments with Guaranteed Interest Rate of 3.0%;
and Rates for Variable Payments with Assumed Net Return Rate of
3.0%

MONTHLY LIFE INCOME PER $1,000 PROCEEDS

WITH FIXED PERIOD
<TABLE>
<CAPTION>

AGE
NEAREST 10 YEARS 15 YEARS 20 YEARS
BIRTHDAY MALE FEMALE MALE FEMALE MALE FEMALE

Rates for Fixed Payments with Guaranteed Interest Rate of 3.0%;
and Rates for Variable Payments with Assumed Net Return Rate of
3.0%

MONTHLY LIFE INCOME PER $1,000 PROCEEDS

WITHOUT FIXED PERIOD

AGE
NEAREST
BIRTHDAY MALE FEMALE

50 $4.27 $3.90
51 4.34 3.97
52 4.43 4.03
53 4.51 4.10
54 4.60 4.18
55 4.70 4.25
56 4.80 4.34
57 4.91 4.42
58 5.03 4.52
59 5.15 4.61
60 5.28 4.72
61 5.43 4.83
62 5.58 4.95
63 5.74 5.08
64 5.91 5.21
65 6.10 5.36
66 6.30 5.51
67 6.51 5.67
68 6.73 5.85
69 6.97 6.04
70 7.23 6.25
71 7.51 6.47
72 7.80 6.71
73 8.12 6.98
74 8.46 7.26
75 8.82 7.57

<PAGE> Page 27
<PAGE>
Rates for Variable Payments with Assumed Net Return Rate of 5.0%

MONTHLY LIFE INCOME PER $1,000 PROCEEDS
WITH FIXED PERIOD WITHOUT
FIXED PERIOD
<TABLE>
<CAPTION>

AGE
NEAREST FOR 120 MONTHS FOR 240 MONTHS
BIRTHDAY MALE FEMALE MALE FEMALE MALE FEMALE
<S> <C> <C> <C> <C> <C> <C>
50 $5.41 $5.09 $5.24 $5.01 $5.48 $5.12
51 5.48 5.14 5.29 5.05 5.55 5.17
52 5.55 5.20 5.34 5.10 5.63 5.23
53 5.62 5.26 5.40 5.15 5.71 5.30
54 5.70 5.33 5.45 5.20 5.80 5.37

55 5.79 5.39 5.51 5.25 5.89 5.44
56 5.87 5.47 5.56 5.31 5.99 5.52
57 5.97 5.54 5.62 5.37 6.10 5.60
58 6.06 5.62 5.68 5.42 6.21 5.69
59 6.17 5.71 5.74 5.48 6.33 5.79

60 6.28 5.80 5.79 5.55 6.46 5.89
61 6.39 5.90 5.85 5.61 6.60 6.00
62 6.51 6.00 5.91 5.67 6.75 6.11
63 6.64 6.10 5.96 5.73 6.91 6.23
64 6.77 6.22 6.02 5.80 7.09 6.37

65 6.91 6.34 6.07 5.86 7.27 6.51
66 7.05 6.46 6.12 5.92 7.47 6.66
67 7.20 6.60 6.16 5.99 7.68 6.82
68 7.35 6.74 6.21 6.04 7.91 7.00
69 7.51 6.89 6.25 6.10 8.15 7.19

70 7.67 7.04 6.28 6.15 8.41 7.39
71 7.83 7.21 6.32 6.20 8.69 7.62
72 8.00 7.38 6.35 6.25 8.99 7.86
73 8.16 7.55 6.37 6.29 9.31 8.12
74 8.33 7.73 6.39 6.33 9.65 8.41

75 8.50 7.92 6.41 6.36 10.02 8.72

</TABLE>
Option 4 - Life Income for Two Payees
Payments during the joint lifetimes of two payees. At the death
of either, payments will continue to the survivor. When this
option is chosen a choice must be made of:

1. 100% of the payment to continue to the survivor;

<PAGE> Page 28
<PAGE>
2. 66 2/3% of the payment to continue to the survivor;

3. 50% of the payment to continue to the survivor;

4. payments for a minimum of 120 months, with 100% of the
payment to continue to the survivor; or

5. 100% of the payment to continue to the survivor if the
survivor is the original payee, and 50% of the payment to
continue to the survivor if the survivor is the second
payee.

No payment will become due after the death of the surviving
payee.
The following tables illustrate the applicable rates if number
(3) of option 4 is chosen.

Rates for Fixed Rate Payments with Guaranteed Interest Rate of
3.0%; and Rates for Variable Payments with Assumed Net Return
Rate of 3.0%

MONTHLY JOINT LIFE INCOME WITH 1/2 TO SURVIVOR PER $1,000
PROCEEDS

AGE OF
MALE AGE OF FEMALE PAYEE
PAYEE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
50 55 60 65 70 75 80 85

50 $5.06 $4.26 $4.48 $4.75 $5.07 $5.46 $5.90 $6.36
55 4.27 4.47 4.71 5.01 5.37 5.80 6.30 6.83
60 4.49 4.71 4.99 5.32 5.73 6.22 6.80 7.42
65 4.76 5.01 5.32 5.70 6.17 6.75 7.44 8.19
70 5.07 5.36 5.71 6.15 6.70 7.40 8.23 9.16
75 5.41 5.74 6.15 6.66 7.32 8.15 9.16 10.34
80 5.77 6.15 6.62 7.22 7.99 8.99 10.24 11.73
85 6.12 6.54 7.08 7.77 8.67 9.86 11.40 13.27

</TABLE>
<PAGE> Page 29
<PAGE>
Rates for Variable Payments with Assumed Net Return Rate of 5.0%

MONTHLY JOINT LIFE INCOME WITH 1/2 TO SURVIVOR PER $1,000
PROCEEDS

<TABLE>
<CAPTION>
AGE OF
MALE AGE OF FEMALE PAYEE
PAYEE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
50 55 60 65 70 75 80 85

50 $5.29 $5.46 $5.68 $5.95 $6.29 $6.73 $7.25 $7.82
55 5.48 5.66 5.89 6.18 6.56 7.03 7.60 8.24
60 5.71 5.91 6.16 6.49 6.90 7.42 8.06 8.78
65 6.01 6.23 6.51 6.87 7.33 7.93 8.67 9.50
70 6.36 6.61 6.93 7.34 7.87 8.56 9.43 10.43
75 6.78 7.05 7.42 7.89 8.51 9.33 10.35 11.57
80 7.23 7.54 7.96 8.51 9.23 10.20 11.44 12.95
85 7.68 8.05 8.53 9.16 10.00 11.14 12.64 14.51

</TABLE>
Terms of Options
Proceeds applied under option 1 will be held by Us in the General
Account. Proceeds applied under options 2, 3 and 4 will be held:

1. In the General Account if payments on a fixed dollar basis
are elected; or

2. in Variable Annuity Account B using any of its Funds
available under this Policy for settlement option purposes
if payments on a variable basis are elected; or

3. in both the General Account and the Variable Annuity Account
B.

Proceeds in the General Account will be used to make payments on
a fixed dollar basis. We will add interest to such Proceeds at
an annual rate not less than 3.0%. We may add interest daily at
any higher rate. As to option 1, we may from time to time offer
higher interest rates with certain conditions on withdrawal which
are currently published by Us.

Proceeds in Variable Annuity Account B will be used to make
payments on a variable basis. An assumed annual net return rate
of 5% may be chosen for such payments. If not chosen, We will
use an assumed net return rate of 3.0%. The assumed annual net
return rate is the interest rate used to determine the amount of
the first payment on a variable basis. Variable Annuity Account
B must earn this rate plus enough to cover the mortality and
expense risk and administrative fee charges if future payments on

<PAGE> Page 30
<PAGE>
a variable basis are to remain level.

If payments on a variable basis are not to decrease, We must earn
a gross return on the assets of Variable Annuity Account B of:

1. 4.75% on an annual basis, plus an annual return of up to
.25% needed to offset the administrative charge set at the
time the settlement option payments started, if an assumed
annual net return rate of 3.0% is chosen; or

2. 6.25% on an annual basis, plus an annual return of up to
.25% needed to offset the administrative charge set at the
time the settlement option payments started, if an assumed
annual net return rate of 5% is chosen.

Payments will not change due to changes in the mortality or
expense results or administrative charges.

Betterment of Payments
If option 2, 3 or 4 is chosen, and if the guaranteed payments are
less than those of Our current single premium immediate annuity
on the same plan, those larger amounts will be paid instead.

Separate Account
Payments on a variable basis will be made from the Proceeds held
in Variable Annuity Account B. Variable Annuity Account B is a
Separate Account established by Us in accordance with the laws of
the State of Connecticut. Income, realized and unrealized gains
and losses from the assets of Variable Annuity Account B will be
credited to or charged against Variable Annuity Account B without
regard to Our other income, gains, or losses. Variable Annuity
Account B's liabilities arise from the variable portion of
annuity contracts and life insurance settlement options that it
supports. The assets of Variable Annuity Account B are available
to cover the liabilities of the General Account only to the
extent that Variable Annuity Account B's assets exceed its
liabilities.

Fund(s) Settlement Option Units of Variable Annuity Account B
If payment on a variable basis is chosen, the first payment is
calculated as follows:

1. The portion of Proceeds applied to make payments on the
variable basis; divided by

2. 1,000; multiplied by

3. the payment rate for the option chosen.

This amount is divided by the Fund settlement option unit value
on the tenth Valuation Period before the due date of the first

<PAGE> Page 31
<PAGE>
payment to determine the number of Fund settlement option units.
The number of Fund settlement option units remains fixed. Each
future payment is equal to this number multiplied by the Fund
settlement option unit value on the tenth Valuation Period prior
to the due date of the payment.

Fund(s) Settlement Option Unit Value of Variable Annuity Account
B
For any Valuation Period the Fund settlement option unit value is
equal to:

1. The value for the previous Period; multiplied by

2. the net return factor(s) for the Period; multiplied by

3. a factor to reflect the assumed annual net return rate. The
factor for 3.0% per year is .9999058 or, for 5% per year,
.9998663.

The dollar value of the Fund settlement option unit values and
payments may increase or decrease due to investment gain or loss.

Net Return Factor(s):

The net return factor(s) are used to compute Variable Annuity
Account B values and payments for any of its Funds.

The net return factor for each Fund is equal to 1.0000000 plus
the net return rate.

The net return rate is equal to:

1. The value of the shares of the Fund held by Variable Annuity
Account B at the end of a Valuation Period; less

2. the value of the shares of the Fund at the start of the
Valuation Period; adjusted by any taxes (or provisions for
taxes) on Variable Annuity Account B; divided by

3. the total value of the Fund settlement option units and
other Fund accumulation units of Variable Annuity Account B
at the start of the Valuation Period; less

4. a daily actuarial charge at an annual rate of 1.25% for
annuity mortality and expense risks and profit; and a daily
administrative charge which will not exceed .25% on an
annual basis.

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

The value of a share of the Fund is equal to the net assets of
the Fund divided by the number of shares outstanding.

<PAGE> Page 32
<PAGE>
The administrative charge may not be changed for amounts which
have been used to purchase a settlement option.

Withdrawal and Death of Payee
As to funds held under option 1, withdrawals and change of option
may be made if the payee makes the election. Under option 2, if
payments are made on a variable basis, the present value of any
remaining payments may be withdrawn at any time. Amounts in the
General Account under option 2 may not be withdrawn. No
withdrawals or changes of option may be made under options 3 and
4. Upon the death of the payee, the current value of the amount
held under option 1 or the present value of any guaranteed
payments not yet paid will be paid in one sum to the designated
beneficiary. The designated beneficiary may elect to continue
the remaining payments instead of receiving the lump sum amount.
If no designated beneficiary exists, the present value of any
remaining payments will be paid in one sum to the estate of the
payee.

The interest rate used to determine the first payment will be
used to calculate the present value of any remaining payments.

<PAGE> Page 33
<PAGE>
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY ON THE LIVES OF
TWO INSUREDS

- - FLEXIBLE PREMIUMS PAYABLE UNTIL MATURITY DATE OR SECOND
DEATH

- - PROCEEDS PAYABLE UPON THE FIRST EVENT TO OCCUR - SURRENDER,
MATURITY OR SECOND DEATH

- - NON-PARTICIPATING - NO DIVIDENDS PAYABLE

The amount or duration of the death benefit may be fixed or
variable. The death benefit is payable as described in the Death
Benefit Options and Proceeds sections of this Policy.

Exhibit 99-1.5(ii)

DISABILITY BENEFIT RIDER

This Extra Benefit Rider is attached to and made a part of this
Policy. It provides for credit of the Benefit Amount in the
event of Total Disability of the Insured. We will credit the
Benefit Amount subject to the provisions of this Rider and this
Policy.

Definitions

Basic Monthly Premium
The Basic Monthly Premium is the amount of premium to assure that
the Policy remains in force for a period of at least 5 Policy
Years beginning on the Issue Date or the Issue Date of an
Increase or until the younger Insured's Attained Age 80.

Insured
As stated in the Policy Specifications, the Insured is the
individual who has coverage as provided by this Rider.

Total Disability, Disabled
Total Disability is the inability due to sickness or injury to
perform the substantial and material duties of any Occupation for
remuneration or profit.

Occupation
For the first full 24 months of Total Disability, Occupation is
the Insured's occupation when Total Disability starts. After 24
months, Occupation means any occupation for which the Insured is
reasonably suited by education, training or experience.

Benefit
We will credit the Benefit Amount for this Policy on each Monthly
Deduction Day which occurs during the Total Disability of the
Insured. Subject to the conditions of this Rider, this Benefit
will apply retroactively to premium due dates since the start of
the Total Disability.

If the two persons on whose lives the Policy is issued each file
a claim subject to the conditions of this Rider, only one Benefit
will be paid. The Benefit Amount will be the greater of:

(1) the Basic Monthly Premium; or

(2) the Monthly Deduction for that day for this Policy and all
<PAGE>
Extra Benefit Riders, if any, except this one.

Conditions
The following conditions apply:
<PAGE>
1. the Total Disability of the Insured must start while this
Rider is in force and before the Insured is Attained Age 60;

2. the Total Disability must be continuous for at least 180
days;

3. We must receive Notice and Proof as described in this Rider;

4. Premiums due more than 12 months before We receive Proof of
Total Disability will not be credited unless Proof could not
have reasonably been given sooner;

5. The Specified Amount of this Policy may not be increased
during the Insured's Total Disability, except as
specifically provided for under any Extra Benefit Rider
attached to this policy.

Notice and Proof of Disability
We will require written Notice and Proof of the total Disability.
Notice and satisfactory Proof of the Total Disability of the
Insured must be given to Us within 12 months of the commencement
of the Insured's Total Disability.

Failure to provide Notice and Proof will not reduce the claim for
this Rider's Benefit if it is shown that Notice of Proof was
provided as soon as reasonably possible.

After a claim is approved and the Benefit is exercised, We may
require further Proof at reasonable intervals. As part of the
Proof, we may require that doctors of Our choice examine the
Insured at Our expense. If the required Proof is not given or if
the Insured recovers, no further Benefit Amount will be credited.

Other Provisions
Excluded Disabilities
This Rider does not provide its Benefit for Total Disability
which results from:
1. military (land, sea, or air) service by the Insured in time
of war, declared or undeclared;
2. injury that is intentionally self-inflicted.

Reinstatement
If the Insured is Totally Disabled on the date this Policy
terminates because of insufficient value, We will reinstate this
Policy if:
1. the requirements of the Notice and Proof section of this
Rider are met; and
2. the right to exercise this Rider's Benefit would otherwise
have been granted.

Incontestability

<PAGE> 2
<PAGE>
We cannot contest this Rider, except for failure to pay required
premiums, after it has been in force during the lifetime of the
Insured for a period of two years from its Date of Issue with no
Total Disability having occurred.

Rider Premium
The Rider Premium is shown in the Policy Specifications and will
be calculated independently of the Policy's premium option.

Monthly Rider Cost
The Monthly rider Cost for this Rider is equal to the result of
(a) multiplied by (b) where:
(a) is the Rider Rate, as determined by the table below; and
(b) is the Monthly Premium for this Rider's Premium Option.

The monthly deduction for this Policy will be increased by the
cost for this Rider.

There is no cost for this Rider on any Monthly Deduction Day for
which benefits are due under this Rider.

Rider Rate

Issue Age Rate Issue Age Rate Issue Age Rate
<S> <C> <S> <C> <S> <C>
Under 33 .02 48-49 .06 55-57 .10
33-39 .03 50-52 .07 58-59 .11
40-43 .04 53 .08
44-47 .05 54 .09

</TABLE>

Policy Loans
This Rider's Benefit does not include the payment of loan
interest due during the period of Total Disability.

Termination
This Rider will terminate on the first of the following events to
occur:

1. on the Policy Anniversary that the Insured becomes Attained
Age 60, unless the Benefit Amount is currently being waived
according to the terms of this Rider. After Attained Age 60
this Rider's Premium will no longer be due;
2. on the date this Policy ends;
3. on the next premium due date after We receive Your Written
Request to terminate this Rider.

Termination of this Rider will not prejudice a claim for Total
Disability which exists at that time.

This Rider has no cash value.

This Rider is attached to and made a part of this Policy. It is
signed for Aetna on its Date of Issue.

Aetna Life Insurance and Annuity Company

Secretary

Exhibit 99-1.5(iii)

[AETNA LOGO]
FOUR YEAR TERM RIDER

This Extra Benefit Rider provides non-participating term
insurance for the first four Policy Years. Its Benefit Amount
increases this Policy's Death Benefit. All definitions and
provisions of this Policy apply to this Rider unless amended
within this Rider.

Benefit
As stated in the Policy Specifications. While this Rider is in
force, We will pay the Benefit Amount upon receipt at the Home
Office of due proof that the Second Death occurred within four
years after this Policy's Date of Issue.

Other Provisions
Rider Premium
There is no premium for this Rider.

Monthly Rider Cost
The Monthly Rider Cost will be the Benefit Amount for this Rider
multiplied by the Monthly Rider Rate.

The Monthly Rider Cost is included in this Policy's Monthly
Deduction.

Monthly Rider Rate
The Monthly Rider Rate is based on each Insured's sex, Attained
Age, number of Policy Years elapsed and premium class.

The Monthly Rider Rate may be adjusted by Us from time to time.
Adjustments will be on a class basis and will be based on Our
estimates for future factors such as mortality, investment
income, expenses, and the length of time riders stay in force.
Any adjustments will be made on a nondiscriminatory basis.

The Rate during any Policy Year will never exceed the rate shown
<PAGE>
for that Year in the Table of Guaranteed Maximum Insurance Rates
in the Policy Specifications. Those rates are based on the 1980
Commissioners Standard Ordinary Mortality table, Male or Female,
Smoker or Nonsmoker.

Termination
This Rider will end on the first of the following events to
occur:
1. the Fourth Policy Anniversary; or
2. the date this Policy ends; or
3. the Monthly Deduction Day following the date We received
Your Written Request for termination; or
4. the date this Policy is continued as reduced paid up life
insurance.

This Rider is attached to and made a part of this Policy. It is
signed for Aetna on its Date of Issue.

Aetna Life Insurance and Annuity Company

/s/ Susan W. Schechter

Secretary

<PAGE> 2

<PAGE>

Exhibit 99-1.5(iv)
[AETNA LOGO]
SPLIT OPTION AMENDMENT RIDER

This Amendment Rider allows You, upon election, to exchange this
Policy for two individual policies, one of each Insured named in
this Policy, subject to the terms of this Rider.

Exchange
This Policy may be exchanged for two single life permanent
policies which we make available at the time of Exchange.

The Specified Amount of each new policy will be equal to the
Specified Amount of this Policy at the time of the Exchange,
multiplied by the stated percentage for each Insured.

The cash available for payment of the initial premium(s) of each
new policy will be equal to the stated percentage for each
Insured, multiplied by this Policy's Total Account Value at the
time of Exchange, less the Loan Account Value plus accrued
interest.

The stated percentage for each Insured is shown in the Policy
Specifications. If the stated percentage is 0 for an Insured,
this Policy may be exchanged for only one policy on the life of
the other Insured.

Election
You can elect to exchange this Policy when one of the following
events occurs:

1. Marital divorce of the two Insureds; or

2. a change in the Federal Tax Law which reduces the maximum
marital deduction to less than 50% of the value of the
estate of one of the Insureds.

Conditions
To elect this option, send Your Written Request and a copy of the
divorce decree, if applicable, to Us.

Both Insureds must be alive on the Date of Issue of the new
policies if each will be the Insured under a new policy. If the
stated percentage on one Insured is 100%, only that Insured must
be alive on the Date of Issue of the new policy.

This Policy must be kept in force according to the terms of this
Policy until the Date of Issue of the new policy(ies).

In the event of divorce, You may elect to exercise this option
either:
<PAGE>
1. within 90 days following a two year waiting period measured
from the date of the divorce decree. Evidence of
insurability will not e required; or

2. within 90 days following the date of the divorce decree.
Satisfactory evidence of insurability on each Insured will
be required.

In the event of a change in Federal Tax Law, as described above,
You may elect this option within six months after the new law
becomes effective. Evidence of insurability will be required.

New Policy
Extra benefit riders may be included on each new policy but only
with Our consent.

The Date of Issue of each new policy will equal the surrender
date of this Policy.

The Issue Age of each Insured on each new policy will be the
Insured's Attained Age on the new policy's Date of Issue.

The first premium for each new policy will be due on its Date of
Issue.

This Amendment Rider is attached to and made a part of this
Policy. It is signed for Aetna and effective on the Date of
Issue of this Policy.

Aetna Life Insurance and Annuity Company

/s/ Susan W. Schechter

Secretary

Exhibit 99-1.10(ii)

Aetna Life Insurance and Annuity Company
Hartford, Connecticut 06156
Supplement to Application for
Flexible Premium Variable Life Insurance

1. P r o p o s e d I n s u r e d
A:_______________________________________________________
First Middle Last
P r o p o s e d I n s u r e d
B:_______________________________________________________
First Middle Last

2. Initial Specified Amount: $__________________

3. Death Benefit: __ __ Option 1 (The policy value is included
in the Specified Amount)
__ __ Option 2 (The policy value is included
in the Specified Amount)
4. Premiums:
_ _ Guaranteed Death Benefit to Age 80 (must be elected at
issue on AetnaVest Plus and is not available on
substandard policies; applies to the later of the
younger Insured's Attained Age 80 or 10 Policy Years
from the Date of Issue on AetnaVest Estate Protector
and, depending upon the Death Benefit Option chosen,
may not be available to all risk classes)
_ _ Guaranteed Death Benefit to Age 100 (must be elected at
issue on AetnaVest Plus and is not available on
substandard policies; applies to the younger Insured's
Attained Age 100 on AetnaVest Estate Protector and,
depending upon the Death Benefit Option chosen, may not
be available to all risk classes)

Billing Frequency: _ _ Annual _ _ Semi-Annual _ _
Quarterly
_ _ Automatic Check Plan (ACP) _ _ Add to Existing ACP
No:____
_ _ Other: ______________________________________

Premium to be billed: _ _ Basic Modal Premium: $___________
or
_ _ Planned Model Premium:
$_____________
Additional payment submitted with application:
$_____________
<PAGE>
5. Premium Payment Allocation (whole %)
[ ____ General Fixed Account ____ Janus Aspen Aggressive
____ Aetna Variable Fund Growth Portfolio
____ Aetna Income Shares ____ Janus Aspen Worldwide
____ Aetna Variable Encore Growth Portfolio

Fund ____ Janus Aspen Balanced
____ Aetna Investment Portfolio
Advisers Fund, Inc. ____ Janus Aspen Short-Term
Bond
____ TCI Growth Portfolio
____ Scudder International ____ Aetna Ascent Variable
Portfolio Portfolio*
____ Alger American Small ____ Aetna Crossroads Variable
Cap Portfolio Portfolio*

____ Janus Aspen Growth ____ Aetna Legacy Variable
Portfolio Portfolio
____ Fidelity VIP Contrafund ____ Fidelity VIP Equity
Income
Portfolio* Portfolio*
*These Funds may not be available under the AetnaVest Plus
product. Please refer to your Prospectus.]

6. Supplemental Benefits:
AetnaVest Plus only:
Disability Benefit Rider: _ _ Yes _ _ No
AetnaVest Estate Protector only:
Disability Benefit Rider:
Insured A: _ _ Yes Insured B: _ _ Yes
Split Option Amendment Rider:
Insured A: ___% Split, Insured B: ___% Split
Total = 100%
Four Year Term Rider: _ _ Yes _ _ No

Others:_______________________________________________________

______________________________________________________________

Suitability

The rules of the National Association of Securities Dealers, Inc.
require that the Sales Representative have reasonable grounds to
believe that the sale is suitable for the Policyowner, based on
information provided by the Policyowner as shown on this form and
on information known by the Sales Representative.

7. Policyowner Taxpayer Identification Number:
_ _ Individual _ _ _ - _ _ - _ _ _ _
_ _ Partnership _ _ Corporation _ _ Trustee
_ _ Other _ _ _ - _ _ - _ _ _ _
<PAGE>
8. Age(s) - Insured A: ____, Insured B: _____

9. Citizenship(s) - Insured A: ____, Insured B: _____

<PAGE> 2
<PAGE>
10. Marital Status - Insured A: ____, Insured B: _____

11. Number of Dependents - Insured A: ____, Insured B: ____

12. Occupation - I n s u r e d A :
____________________________________
I n s u r e d B :
____________________________________

13. E m p l o y e r s ' N a m e ( s ) &
Address(es):_____________________________

______________________________________________________________

14. Investment Objectives (check all applicable objectives)
_ _ Retirement Income _ _ Conservation of Principal
_ _ Long-Term Growth

15. Insurance Objectives (check all applicable objectives)
_ _ Estate Creation _ _ Estate Conservation

16. Is the policy in accord with your insurance objectives and
anticipated financial needs? _ _ Yes _ _ No

17. Total Income of Immediate Family
_ _ $250,000+
_ _ $100,000 - $ 249,999
_ _ $ 50,000 - $ 99,999
_ _ $ 35,999 - $ 49,999
_ _ $ 25,000 - $ 34,999
_ _ $ 20,000 - $ 24,999
_ _ $ 15,000 - $ 19,999
_ _ $ 10,000 - $ 14,999
_ _ Under $10,000

18. Estimated Net Worth of Immediate Family
_ _ $1,000,000+
_ _ $ 500,000 - $ 1,000,000
_ _ $ 250,000 - $ 500,000
_ _ $ 100,000 - $ 250,000
_ _ Under $100,000

19. Is the Policyowner associated with an National Association
of Securities Dealers, Inc. firm? _ _ Yes _ _ No

20. If Policy is jointly, or business, owned, please provide the
name(s) and signature(s) of the person(s) authorized to
exercise rights under this Policy:
__________________________

______________________________________________________________

<PAGE> 3
<PAGE>
I understand that:
THE AMOUNT AND DURATION OF THE DEATH BENEFIT MAY VARY UNDER
SPECIFIED CONDITIONS.

POLICY VALUES NOT IN THE FIXED ACCOUNT MAY INCREASE OR
DECREASE IN ACCORDANCE WITH THE EXPERIENCE OF THE SEPARATE
ACCOUNT.

THE AMOUNT OF THE MATURITY BENEFIT IS NOT GUARANTEED BUT IS
DEPENDENT UPON THE THEN SURRENDER VALUE.

ILLUSTRATIONS OF BENEFITS, INCLUDING DEATH BENEFITS, POLICY
VALUES, AND SURRENDER VALUES ARE AVAILABLE UPON REQUEST.

<PAGE> 4
<PAGE>
I hereby acknowledge receipt of Prospectus dated ________________
for all applicable prospectus(es) pertaining to the Separate
Account and all of the variable options under the policy.

Signed at _________________________ on
_______________________
(City, State) (Mo/Day/Yr)

B y _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
By_______________________________

_________________________________________
Signature of Registered Representative

Exhibit 99-5
[AETNA LETTERHEAD]

November 8, 1995

RE: AETNAVEST ESTATE PROTECTOR - ALIAC'S FLEXIBLE PREMIUM
VARIABLE LIFE INSURANCE POLICY ON THE LIVES OF TWO INSUREDS

Dear Sir or Madam:

In my capacity as Actuary of Aetna Life Insurance and Annuity
Company (ALIAC), I have provided actuarial advice concerning, and
participating in, the design of, ALIAC's Flexible Premium
Variable Life Insurance Policy on the Lives of Two Insureds (the
"Policy"). I also provided actuarial advice concerning the
preparation of a registration statement on form S-6 for filing
with the Securities and Exchange Commission under the Securities
Act of 1933 in connection with the Policy. In my opinion:

a) the federal tax charge of 1.25% of premium for deferred
acquisition is reasonable in relation to ALIAC's
increased tax burden under Section 848 of the Internal
Revenue Code of 1986 as amended. In addition, it is my
professional opinion that the 10% rate of return, and
the assumptions of which that rate is based, are
reasonable for use in calculating such charges.

b) the illustrations of death benefits, account values,
surrender values and accumulated premiums in the
prospectus are, based on the assumptions stated in the
illustrations, consistent with the provisions of the
Policy. Such assumptions, including the assumed
current charge levels, are reasonable. The Policy has
not been designed so as to make the relationship
between premium and benefits, as shown in the
illustrations, appear to be correspondingly more
favorable to prospective purchaser of the Policy at the
ages, genders and underwriting classes shown, than to
prospective purchasers at other ages, genders and
underwriting classes. Nor were the particular
<PAGE>
illustrations shown selected for the purpose of making
this relationship appear more favorable.

I hereby consent to the use of this opinion as an exhibit to the
registration statement and to the reference to my name under the
heading "Experts" in the prospectus.

Very truly yours,

/s/ John B. Dinius

John B. Dinius
Vice President and Actuary