VARIABLE LIFE ACCOUNT B OF AETNA LIFE INSURANCE & ANNUITY CO
485BPOS, 1996-06-25
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As filed with the Securities and Exchange           Registration No. 33-76018
Commission on June 25, 1996                         Registration No. 811-4536


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-6
            POST-EFFECTIVE AMENDMENT NO. 6 TO REGISTRATION STATEMENT
                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 06l56
          (Complete Address of Depositor's Principal Executive Offices)

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

                            Susan E. Bryant, Counsel
                    Aetna Life Insurance and Annuity Company
            151 Farmington Avenue, RE4C, Hartford, Connecticut 06l56
                (Name and Complete Address of Agent for Service)
- --------------------------------------------------------------------------------

       [X]     immediately upon filing pursuant to paragraph (b) of Rule 485

       [ ]     on __________________ pursuant to paragraph (b) of Rule 485

       [ ]     60 days after filing pursuant to paragraph (a)(1) of Rule 485

       [ ]     on __________________ pursuant to paragraph (a)(1) of Rule 485

       [ ]     This post-effective amendment designates a new effective
               date for a previously filed post-effective amendment

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, 1995
on February 29, 1996.



<PAGE>

                             VARIABLE LIFE ACCOUNT B
                                       OF
                    AETNA LIFE INSURANCE AND ANNUITY COMPANY

                              Cross Reference Sheet



  Form 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          Additional Information - Distribution of the Policies

       5          The Separate Account; The Company

       6          Not Applicable

       7          Not Applicable

       8          Financial Statements

       9          Additional Information - Legal Matters

      10          Policy Choices; Charges and Fees; Policy Values; Policy
                  Rights; Additional Information - Right to Instruct Voting of
                  Fund Shares

      11          Allocation of Premiums; Policy Choices

      12          Cover Page; Allocation of Premiums; The Funds

      13          Charges and Fees; Additional Information - Distribution of the
                  Policies

      14          Policy Summary; Miscellaneous Policy Provisions

      15          Policy Summary; Allocation of Premiums; Policy Choices -
                  Premium Payments

      16          Policy Summary; The Funds; Policy Values


<PAGE>





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

      17          Policy Rights; Policy Values - Cash Surrender Value

      18          Policy Values; Policy Rights - Policy Loans

      19          Additional Information - Reports to Policy Owners; Records and
                  Accounts

      20          Not Applicable

      21          Policy Rights - Policy Loans

      22          Not Applicable

      23          Directors and Officers

      24          Not Applicable

      25          The Separate Account; The Company

      26          Charges and Fees

      27          The Company

      28          Directors and Officers

      29          The Company

      30          Not Applicable

      31          Not Applicable

      32          Not Applicable

      33          Not Applicable

      34          Not Applicable

      35          Additional Information - The Registration Statement

      36          Not Applicable

      37          Not Applicable

      38          Additional Information - Distribution of the Policies


<PAGE>





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

      39          See Item 25

      40          See Item 26

      41          See Item 27

      42          See Item 28

      43          Financial Statements

      44          Policy Values; Financial Statements

      45          Not Applicable

      46          Policy Values

      47          Policy Choices; Policy Values

      48          Not Applicable

      49          Not Applicable

      50          Not Applicable

      51          Not Applicable

      52          The Separate Account; Charges and Fees Associated with the
                  Variable Funding Options

      53          Tax Matters

      54          Not Applicable

      55          Illustrations of Death Benefit, Total Account Values and Cash
                  Surrender Values

      56          Financial Statements

      57          Not Applicable

      58          Not Applicable

      59          Financial Statements



<PAGE>
                                 AetnaVest Plus
               Flexible Premium Variable Life Insurance Policy

                           VARIABLE LIFE ACCOUNT B
                   Aetna Life Insurance and Annuity Company

   
      Supplement dated June 24, 1996 to the Prospectus dated May 1, 1996
    

At a June 17, 1996 Special Meeting of the shareholders of Aetna Variable Fund,
Aetna Income Shares, Aetna Investment Advisers Fund, Inc., Aetna Ascent Variable
Portfolio, Aetna Crossroads Variable Portfolio and Aetna Legacy Variable
Portfolio ("Funds"), shareholders of the respective Funds approved a proposal to
increase the advisory fees for each of the Funds effective August 1, 1996.
Accordingly, this supplement amends certain sections of the May 1, 1996
Prospectus (the "Prospectus") that are impacted by such change.

(bullet) The following section is added at the end of the subsection entitled
         "Charges and Fees Associated with the Variable Funding Options" on page
         9 of the Prospectus:

The following table illustrates the investment advisory fees, other expenses and
total expenses paid by each of the Funds as a percentage of average net assets
based on figures for the year ended December 31, 1995:

   
<TABLE>
<CAPTION>
                                                  Investment
                                                 Advisory Fees       Other
                                                      (1)          Expenses      Total Fund
                                                    (after          (after         Annual
                                                    expense         expense       Expenses
                                                reimbursement)  reimbursement)      (2)
                                                 -------------   -------------   ----------
<S>                                                  <C>             <C>            <C>
Aetna Variable Fund (2)(3)                           0.25%           0.06%          0.31%
Aetna Income Shares (2)(3)                           0.25%           0.08%          0.33%
Aetna Variable Encore Fund (3)                       0.25%           0.10%          0.35%
Aetna Investment Advisers Fund, Inc. (2)(3)          0.25%           0.08%          0.33%
Aetna Ascent Variable Portfolio (2)(3)               0.50%           0.15%          0.65%
Aetna Crossroads Variable Portfolio (2)(3)           0.50%           0.15%          0.65%
Aetna Legacy Variable Portfolio (2)(3)               0.50%           0.15%          0.65%
Fidelity VIP II Contrafund Portfolio (4)             0.61%           0.11%          0.72%
Fidelity VIP Equity-Income Portfolio                 0.51%           0.10%          0.61%
Janus Aspen Aggressive Growth Portfolio (5)          0.75%           0.11%          0.86%
Janus Aspen Balanced Portfolio (5)                   0.82%           0.55%          1.37%
Janus Aspen Growth Portfolio (5)                     0.65%           0.13%          0.78%
Janus Aspen Short-Term Bond Portfolio (5)            0.00%           0.70%          0.70%
Janus Aspen Worldwide Growth Portfolio (5)           0.68%           0.22%          0.90%
Scudder International Portfolio Class A
  Shares                                             0.88%           0.20%          1.08%
TCI Growth (6)                                       1.00%           0.00%          1.00%
</TABLE>
    
(1) Certain of the unaffiliated Fund advisers reimburse the Company for
    administrative costs incurred in connection with administering the Funds as
    variable funding options under the Policy. These reimbursements are paid out
    of the investment advisory fees and are not charged to investors.

   
(2) As of August 1, 1996, the Investment Advisory Fees and, consequently, the
    Total Fund Annual Expenses for these Funds will change as follows: Aetna
    Variable Fund--0.50% and 0.56%, respectively; Aetna Income Shares-- 0.40%
    and 0.48%, respectively; Aetna Investment Advisers Fund, Inc.--0.50% and
    0.58%, respectively; Aetna Ascent, Crossroads and Legacy Variable
    Portfolios--0.60% and 0.75%, respectively.

(3) As of May 1, 1996, the Company provides administrative services to the Fund
    and assumes the Fund's ordinary recurring direct costs under an
    Administrative Services Agreement. The "Other Expenses" shown are not based
    on figures for the year ended December 31, 1995, but reflect the fee payable
    under this Agreement.

(4) A portion of the brokerage commissions the Fund paid was used to reduce its
    expenses. Without this reduction, total operating expenses would have been
    0.73% for the Contrafund Portfolio.
    


Form No. X76018.1                    Page 1                           June 1996
<PAGE>
   
(5) The information for each Portfolio is net of fee waivers or reductions from
    Janus Capital. Fee reductions for the Aggressive Growth, Balanced, Growth
    and Worldwide Growth Portfolios reduce the management fee to the level of
    the corresponding Janus retail fund. Other waivers, if applicable, are first
    applied against the management fee and then against other expenses. Without
    such waivers or reductions, the Management Fee, Other Expenses and Total
    Portfolio Operating Expenses would have been 0.82%, 0.11% and 0.93% for
    Aggressive Growth Portfolio; 1.00%, 0.55% and 1.55% for Balanced Portfolio;
    0.85%, 0.13% and 0.98% for Growth Portfolio; 0.65%, 0.72% and 1.37% for
    Short-Term Bond Portfolio; and 0.87%, 0.22% and 1.09% for Worldwide Growth
    Portfolio, respectively. Janus Capital may modify or terminate the waivers
    or reductions at any time upon 90 days' notice to the Portfolio's Board of
    Trustees.

(6) The Portfolio's investment adviser pays all expenses of the Portfolio except
    brokerage commissions, taxes, interest, fees, expenses of the non-interested
    person directors (including counsel fees) and extraordinary expenses. These
    expenses have historically represented a very small percentage (less than
    0.01%) of total net assets in a fiscal year.
    

For further details on each Fund's expenses, please refer to that Fund's
prospectus.

   
(bullet) The following replaces footnote (1) under the list of "Investment
         Advisers of the Funds" on page 4 of the Prospectus:

        (1) Aetna Life Insurance and Annuity Company (investment adviser)*

*Effective August 1, 1996, Aeltus Investment Management, Inc. (Aeltus) will
 become the subadviser for Aetna Variable Fund, Aetna Income Shares, Aetna
 Investment Advisers Fund, Inc. and Aetna Ascent, Crossroads and Legacy Variable
 Portfolios. The proposal relating to the approval of Aeltus as a subadviser for
 Aetna Varible Encore Fund will be submitted to shareholders at a meeting to be
 held on or about July 19, 1996. If approved, such proposal would be effective
 on August 6, 1996 or as soon thereafter as practicable.
    

(bullet) The following is added at the end of the section entitled "Directors &
         Officers" on page 21 of the Prospectus:

Directors, officers and employees of the Company are covered by a blanket
fidelity bond in the amount of $60 million issued by Aetna Casualty and Surety
Company.


Form No. X76018.1                    Page 2                           June 1996
<PAGE>
   
(bullet) The following replaces Tables I through VIII in the section entitled
         "Illustrations of Death Benefit, Total Account Values and Surrender
         Values" contained on pages 31 through 38 of the Prospectus. For the
         purposes of the illustrations, the advisory fees used for the Aetna
         funds are the fees that will be effective beginning August 1, 1996:
    

                            AetnaVest Plus Policy

                                   Table I
              FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY(1)
              MALE ISSUE AGE 45-UNISEX FOR SPECIAL PLAN POLICIES
         $6,720.00 ANNUAL GUARANTEED DEATH BENEFIT PREMIUM TO AGE 80
                           PREFERRED NONSMOKER RISK
                             FACE AMOUNT $500,000
                            DEATH BENEFIT OPTION 1

<TABLE>
<CAPTION>
                 Premiums
               Accumulated            Death Benefit
                    at           Gross Annual Investment
                    5%                  Return of
                 Interest    -------------------------------
Policy Year      Per Year    Gross 0%   Gross 6%   Gross 12%
- -----------    -----------   -------------------------------
<S>               <C>         <C>        <C>         <C>
 1                  6720      500000     500000      500000
 2                 13776      500000     500000      500000
 3                 21185      500000     500000      500000
 4                 28964      500000     500000      500000
 5                 37132      500000     500000      500000

 6                 45709      500000     500000      500000
 7                 54714      500000     500000      500000
 8                 64170      500000     500000      500000
 9                 74099      500000     500000      500000
10                 84523      500000     500000      500000

15                145008      500000     500000      500000
20                222203      500000     500000      500000
25                320726      500000     500000      500000
30                446469      500000     500000      658865

20 (Age 65)       222203      500000     500000      500000
</TABLE>

<TABLE>
<CAPTION>
                      Total Account Value               Cash Surrender Value
                  Annual Investment Return of       Annual Investment Return of
                -------------------------------   -------------------------------
Policy Year     Gross 0%   Gross 6%   Gross 12%   Gross 0%   Gross 6%   Gross 12%
- -----------     -------------------------------   -------------------------------
<S>              <C>        <C>         <C>        <C>        <C>         <C>
 1                4328       4647        4967        656        975         1295
 2                8602       9515       10468       4930       5843         6796
 3               12662      14446       16387       8990      10774        12715
 4               16503      19438       22760      12831      15766        19088
 5               20113      24475       29620      16441      20803        25948

 6               23490      29554       37011      20155      26219        33676
 7               26606      34648       44961      23638      31680        41993
 8               29436      39728       53504      26835      37127        50903
 9               31960      44773       62682      29726      42539        60448
10               34144      49743       72534      32277      47876        70667

15               39092      72466      134172      39061      72435       134141
20               30179      87228      225284      30179      87228       225284
25                   0      82205      368926          0      82205       368926
30                   0      31446      615762          0      31446       615762

20 (Age 65)      30179      87228      225284      30179      87228       225284
</TABLE>

(1) Assumes no Policy loan has been made. Guaranteed cost of insurance rates
    assumed. Maximum mortality and expense risk charges, administrative charges,
    and premium load assumed.

If premiums are paid more frequently than annually, the Death Benefits, Total
Account Values, and Cash 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 Policy Owner's allocations, and the Fund's rates of return. The
Total Account Value and Cash 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.


Form No. X76018.1                    Page 3                           June 1996
<PAGE>
                             AetnaVest Plus Policy

                                   Table II
              FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY(1)
              MALE ISSUE AGE 45-UNISEX FOR SPECIAL PLAN POLICIES
                        $4,080.00 ANNUAL BASIC PREMIUM
                           PREFERRED NONSMOKER RISK
                             FACE AMOUNT $500,000
                            DEATH BENEFIT OPTION 1

<TABLE>
<CAPTION>
                 Premiums
               Accumulated            Death Benefit
                    at           Gross Annual Investment
                    5%                  Return of
                 Interest    -------------------------------
Policy Year      Per Year    Gross 0%   Gross 6%   Gross 12%
- -----------    -----------   -------------------------------
<S>               <C>         <C>        <C>         <C>
 1                  4080      500000     500000      500000
 2                  8364      500000     500000      500000
 3                 12862      500000     500000      500000
 4                 17585      500000     500000      500000
 5                 22545      500000     500000      500000

 6                 27752      500000     500000      500000
 7                 33219      500000     500000      500000
 8                 38960      500000     500000      500000
 9                 44988      500000     500000      500000
10                 51318      500000     500000      500000

15                 88041      500000     500000      500000
20                134909           0     500000      500000
25                194727           0          0      500000
30                271070           0          0           0

20 (Age 65)       134909           0     500000      500000
</TABLE>

<TABLE>
<CAPTION>
                      Total Account Value               Cash Surrender Value
                  Annual Investment Return of       Annual Investment Return of
                -------------------------------   -------------------------------
Policy Year     Gross 0%   Gross 6%   Gross 12%   Gross 0%   Gross 6%   Gross 12%
- -----------     -------------------------------   -------------------------------
<S>              <C>        <C>         <C>        <C>        <C>         <C>
 1                1891       2061        2231          0          0           0
 2                3770       4231        4714         98        559        1042
 3                5476       6349        7303       1804       2677        3631
 4                7001       8401        9999       3329       4729        6327
 5                8330      10369       12794       4658       6697        9122

 6                9458      12238       15692       6123       8903       12357
 7               10356      13972       18669       7388      11004       15701
 8               10994      15530       21701       8393      12929       19100
 9               11348      16879       24767       9114      14645       22533
10               11379      17965       27830       9512      16098       25963

15                5640      17769       41906       5609      17738       41875
20                   0       1019       47967          0       1019       47967
25                   0          0       27199          0          0       27199
30                   0          0           0          0          0           0

20 (Age 65)          0       1019       47967          0       1019       47967
</TABLE>

(1) Assumes no Policy loan has been made. Guaranteed cost of insurance rates
    assumed. Maximum mortality and expense risk charges, administrative charges,
    and premium load assumed.

If premiums are paid more frequently than annually, the Death Benefits, Total
Account Values, and Cash 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 Policy Owner's allocations, and the Fund's rates of return. The
Total Account Value and Cash 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.


Form No. X76018.1                    Page 4                           June 1996
<PAGE>
                             AetnaVest Plus Policy

                                  Table III
              FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY(1)
              MALE ISSUE AGE 45-UNISEX FOR SPECIAL PLAN POLICIES
         $6,720.00 ANNUAL GUARANTEED DEATH BENEFIT PREMIUM TO AGE 80
                           PREFERRED NONSMOKER RISK
                             FACE AMOUNT $500,000
                            DEATH BENEFIT OPTION 1

<TABLE>
<CAPTION>
                 Premiums
               Accumulated            Death Benefit
                    at           Gross Annual Investment
                    5%                  Return of
                 Interest    -------------------------------
Policy Year      Per Year    Gross 0%   Gross 6%   Gross 12%
- -----------    -----------   -------------------------------
<S>               <C>         <C>        <C>         <C>
 1                  6720      500000     500000      500000
 2                 13776      500000     500000      500000
 3                 21185      500000     500000      500000
 4                 28964      500000     500000      500000
 5                 37132      500000     500000      500000

 6                 45709      500000     500000      500000
 7                 54714      500000     500000      500000
 8                 64170      500000     500000      500000
 9                 74099      500000     500000      500000
10                 84523      500000     500000      500000

15                145008      500000     500000      500000
20                222203      500000     500000      500000
25                320726      500000     500000      618904
30                446469      500000     500000      967834

20 (Age 65)       222203      500000     500000      500000
</TABLE>

<TABLE>
<CAPTION>
                      Total Account Value               Cash Surrender Value
                  Annual Investment Return of       Annual Investment Return of
                -------------------------------   -------------------------------
Policy Year     Gross 0%   Gross 6%   Gross 12%   Gross 0%   Gross 6%   Gross 12%
- -----------     -------------------------------   -------------------------------
<S>              <C>        <C>        <C>         <C>        <C>         <C>
 1                4906        5247       5590       1234        1575        1918
 2                9810       10806      11845       6138        7134        8173
 3               14554       16527      18668      10882       12855       14996
 4               19113       22389      26091      15441       18717       22419
 5               23463       28374      34152      19791       24702       30480

 6               27579       34460      42891      24244       31125       39556
 7               31478       40666      52401      28510       37698       49433
 8               35174       47010      62778      32573       44409       60177
 9               38677       53511      74130      36443       51277       71896
10               41982       60169      86558      40115       58302       84691

15               55873       96493     170085      55842       96462      170054
20               63456      137122     306095      63456      137122      306095
25               62041      181655     533538      62041      181655      533538
30               44985      228409     904517      44985      228409      904517

20 (Age 65)      63456      137122     306095      63456      137122      306095
</TABLE>

(1) Assumes no Policy loan has been made. Current cost of insurance rates
    assumed. Current mortality and expense risk charges, administrative charges,
    and premium load assumed.

If premiums are paid more frequently than annually, the Death Benefits, Total
Account Values, and Cash 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 Policy Owner's allocations, and the Fund's rates of return. The
Total Account Value and Cash 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.


Form No. X76018.1                    Page 5                           June 1996
<PAGE>
                             AetnaVest Plus Policy

                                   Table IV
              FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY(1)
              MALE ISSUE AGE 45-UNISEX FOR SPECIAL PLAN POLICIES
                        $4,080.00 ANNUAL BASIC PREMIUM
                           PREFERRED NONSMOKER RISK
                             FACE AMOUNT $500,000
                            DEATH BENEFIT OPTION 1

<TABLE>
<CAPTION>
                 Premiums
               Accumulated            Death Benefit
                    at           Gross Annual Investment
                    5%                  Return of
                 Interest    -------------------------------
Policy Year      Per Year    Gross 0%   Gross 6%   Gross 12%
- -----------    -----------   -------------------------------
<S>               <C>         <C>        <C>         <C>
 1                  4080      500000     500000      500000
 2                  8364      500000     500000      500000
 3                 12862      500000     500000      500000
 4                 17585      500000     500000      500000
 5                 22545      500000     500000      500000

 6                 27752      500000     500000      500000
 7                 33219      500000     500000      500000
 8                 38960      500000     500000      500000
 9                 44988      500000     500000      500000
10                 51318      500000     500000      500000

15                 88041      500000     500000      500000
20                134909      500000     500000      500000
25                194727      500000     500000      500000
30                271070           0     500000      500000

20 (Age 65)       134909      500000     500000      500000
</TABLE>

<TABLE>
<CAPTION>
                      Total Account Value               Cash Surrender Value
                  Annual Investment Return of       Annual Investment Return of
                -------------------------------   -------------------------------
Policy Year     Gross 0%   Gross 6%   Gross 12%   Gross 0%   Gross 6%   Gross 12%
- -----------     -------------------------------   -------------------------------
<S>              <C>        <C>        <C>         <C>        <C>         <C>
 1                2395       2584        2773          0          0            0
 2                4826       5358        5914       1154       1686         2242
 3                7130       8164        9290       3458       4492         5618
 4                9282      10977       12898       5610       7305         9226
 5               11256      13767       16734       7584      10095        13062

 6               13023      16502       20789       9688      13167        17454
 7               14599      19194       25105      11631      16226        22137
 8               15995      21850       29717      13394      19249        27116
 9               17222      24478       34672      14988      22244        32438
10               18270      27066       39995      16403      25199        38128

15               21132      39654       74185      21101      39623        74154
20               17752      49027      124946      17752      49027       124946
25                4769      50747      202401       4769      50747       202401
30                   0      34557      325994          0      34557       325994

20 (Age 65)      17752      49027      124946      17752      49027       124946
</TABLE>

(1) Assumes no Policy loan has been made. Current cost of insurance rates
    assumed. Current mortality and risk charges, administrative charges, and
    premium load assumed.

If premiums are paid more frequently than annually, the Death Benefits, Total
Account Values, and Cash 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 Policy Owner's allocations, and the Fund's rates of return. The
Total Account Value and Cash 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.


Form No. X76018.1                    Page 6                           June 1996
<PAGE>
                             AetnaVest Plus Policy

                                   Table V
              FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY(1)
                             UNISEX ISSUE AGE 45
         $6,360.00 ANNUAL GUARANTEED DEATH BENEFIT PREMIUM TO AGE 80
                           PREFERRED NONSMOKER RISK
                             FACE AMOUNT $500,000
                            DEATH BENEFIT OPTION 1

<TABLE>
<CAPTION>
                 Premiums
               Accumulated            Death Benefit
                    at           Gross Annual Investment
                    5%                  Return of
                 Interest    -------------------------------
Policy Year      Per Year    Gross 0%   Gross 6%   Gross 12%
- -----------    -----------   -------------------------------
<S>               <C>         <C>        <C>         <C>
 1                  6360      500000     500000      500000
 2                 13038      500000     500000      500000
 3                 20050      500000     500000      500000
 4                 27412      500000     500000      500000
 5                 35143      500000     500000      500000

 6                 43260      500000     500000      500000
 7                 51783      500000     500000      500000
 8                 60732      500000     500000      500000
 9                 70129      500000     500000      500000
10                 79995      500000     500000      500000

15                137240      500000     500000      500000
20                210299      500000     500000      500000
25                303544      500000     500000      500000
30                422551      500000     500000      604071

20 (Age 65)       210299      500000     500000      500000
</TABLE>

<TABLE>
<CAPTION>
                      Total Account Value               Cash Surrender Value
                  Annual Investment Return of       Annual Investment Return of
                -------------------------------   -------------------------------
Policy Year     Gross 0%   Gross 6%   Gross 12%   Gross 0%   Gross 6%   Gross 12%
- -----------     -------------------------------   -------------------------------
<S>              <C>        <C>        <C>         <C>        <C>         <C>
 1                4025       4325        4625        515        815         1115
 2                8011       8866        9759       4501       5356         6249
 3               11796      13466       15282       8286       9956        11772
 4               15368      18111       21219      11858      14601        17709
 5               18726      22801       27610      15216      19291        24100

 6               21863      27526       34491      18675      24338        31303
 7               24751      32257       41886      21914      29420        39049
 8               27374      36975       49830      24888      34489        47344
 9               29707      41653       58357      27572      39518        56222
10               31718      46255       67501      29934      44471        65717

15               36316      67322      124672      36287      67293       124643
20               28372      81171      208864      28372      81171       208864
25                   0      76714      339596          0      76714       339596
30                   0      30973      564553          0      30973       564553

20 (Age 65)      28372      81171      208864      28372      81171       208864
</TABLE>

(1) Assumes no Policy loan has been made. Guaranteed cost of insurance rates
    assumed. Maximum mortality and expense risk charges, administrative charges,
    and premium load assumed.

If premiums are paid more frequently than annually, the Death Benefits, Total
Account Values, and Cash 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 Policy Owner's allocations, and the Fund's rates of return. The
Total Account Value and Cash 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.


Form No. X76018.1                    Page 7                           June 1996
<PAGE>
                             AetnaVest Plus Policy

                                   Table VI
              FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY(1)
                             UNISEX ISSUE AGE 45
                        $3,900.00 ANNUAL BASIC PREMIUM
                           PREFERRED NONSMOKER RISK
                             FACE AMOUNT $500,000
                            DEATH BENEFIT OPTION 1

<TABLE>
<CAPTION>
                 Premiums
               Accumulated            Death Benefit
                    at           Gross Annual Investment
                    5%                  Return of
                 Interest    -------------------------------
Policy Year      Per Year    Gross 0%   Gross 6%   Gross 12%
- -----------    -----------   -------------------------------
<S>               <C>         <C>        <C>         <C>
 1                  3900      500000     500000      500000
 2                  7995      500000     500000      500000
 3                 12295      500000     500000      500000
 4                 16809      500000     500000      500000
 5                 21550      500000     500000      500000

 6                 26527      500000     500000      500000
 7                 31754      500000     500000      500000
 8                 37242      500000     500000      500000
 9                 43004      500000     500000      500000
10                 49054      500000     500000      500000

15                 84156      500000     500000      500000
20                128957           0     500000      500000
25                186136           0          0      500000
30                259112           0          0           0

20 (Age 65)       128957           0     500000      500000
</TABLE>

<TABLE>
<CAPTION>
                      Total Account Value               Cash Surrender Value
                  Annual Investment Return of       Annual Investment Return of
                -------------------------------   -------------------------------
Policy Year     Gross 0%   Gross 6%   Gross 12%   Gross 0%   Gross 6%   Gross 12%
- -----------     -------------------------------   -------------------------------
<S>              <C>        <C>        <C>         <C>        <C>         <C>
 1                1754       1915        2076          0          0           0
 2                3509       3943        4398          0        433         888
 3                5101       5922        6819       1591       2412        3309
 4                6515       7830        9330       3005       4320        5820
 5                7750       9661       11937       4240       6151        8427

 6                8794      11397       14635       5606       8209       11447
 7                9618      13001       17400       6781      10164       14563
 8               10201      14443       20217       7715      11957       17731
 9               10516      15684       23059       8381      13549       20924
10               10527      16676       25893       8743      14892       24109

15                5235      16514       38983       5206      16485       38954
20                   0       1471       45024          0       1471       45024
25                   0          0       26846          0          0       26846
30                   0          0           0          0          0           0

20 (Age 65)          0       1471       45024          0       1471       45024
</TABLE>

(1) Assumes no Policy loan has been made. Guaranteed cost of insurance rates
    assumed. Maximum mortality and expense risk charges, administrative charges,
    and premium load assumed.

If premiums are paid more frequently than annually, the Death Benefits, Total
Account Values, and Cash 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 Policy Owner's allocations, and the Fund's rates of return. The
Total Account Value and Cash 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.


Form No. X76018.1                    Page 8                           June 1996
<PAGE>
                             AetnaVest Plus Policy

                                  Table VII
              FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY(1)
                             UNISEX ISSUE AGE 45
         $6,360.00 ANNUAL GUARANTEED DEATH BENEFIT PREMIUM TO AGE 80
                           PREFERRED NONSMOKER RISK
                             FACE AMOUNT $500,000
                            DEATH BENEFIT OPTION 1

<TABLE>
<CAPTION>
                 Premiums
               Accumulated            Death Benefit
                    at           Gross Annual Investment
                    5%                  Return of
                 Interest    -------------------------------
Policy Year      Per Year    Gross 0%   Gross 6%   Gross 12%
- -----------    ------------  -------------------------------
<S>               <C>         <C>        <C>         <C>
 1                  6360      500000     500000      500000
 2                 13038      500000     500000      500000
 3                 20050      500000     500000      500000
 4                 27412      500000     500000      500000
 5                 35143      500000     500000      500000

 6                 43260      500000     500000      500000
 7                 51783      500000     500000      500000
 8                 60732      500000     500000      500000
 9                 70129      500000     500000      500000
10                 79995      500000     500000      500000

15                137240      500000     500000      500000
20                210299      500000     500000      500000
25                303544      500000     500000      582399
30                422551      500000     500000      911562

20 (Age 65)       210299      500000     500000      500000
</TABLE>

<TABLE>
<CAPTION>
                      Total Account Value               Cash Surrender Value
                  Annual Investment Return of       Annual Investment Return of
                -------------------------------   -------------------------------
Policy Year     Gross 0%   Gross 6%   Gross 12%   Gross 0%   Gross 6%   Gross 12%
- -----------     -------------------------------   -------------------------------
<S>              <C>        <C>        <C>         <C>        <C>         <C>
 1                4593        4915       5237       1083        1405        1727
 2                9191       10128      11105       5681        6618        7595
 3               13645       15499      17511      10135       11989       14001
 4               17930       21009      24486      14420       17499       20976
 5               22032       26645      32072      18522       23135       28562

 6               25921       32385      40306      22733       29197       37118
 7               29618       38250      49275      26781       35413       46438
 8               33128       44251      59065      30642       41765       56579
 9               36468       50411      69784      34333       48276       67649
10               39630       56727      81525      37846       54943       79741

15               52999       91223     160376      52970       91194      160347
20               60534      129853     288424      60534      129853      288424
25               59385      171806     502068      59385      171806      502068
30               43472      215177     851927      43472      215177      851927

20 (Age 65)      60534      129853     288424      60534      129853      288424
</TABLE>

(1) Assumes no Policy loan has been made. Current cost of insurance rates
    assumed. Current mortality and expense risk charges, administrative charges,
    and premium load assumed.

If premiums are paid more frequently than annually, the Death Benefits, Total
Account Values, and Cash 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 Policy Owner's allocations, and the Fund's rates of return. The
Total Account Value and Cash 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.


Form No. X76018.1                    Page 9                           June 1996
<PAGE>
                             AetnaVest Plus Policy

                                  Table VIII
              FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY(1)
                             UNISEX ISSUE AGE 45
                        $3,900.00 ANNUAL BASIC PREMIUM
                           PREFERRED NONSMOKER RISK
                             FACE AMOUNT $500,000
                            DEATH BENEFIT OPTION 1

<TABLE>
<CAPTION>
                 Premiums
               Accumulated            Death Benefit
                    at           Gross Annual Investment
                    5%                  Return of
                 Interest    -------------------------------
Policy Year      Per Year    Gross 0%   Gross 6%   Gross 12%
- -----------    -----------   -------------------------------
<S>               <C>         <C>        <C>         <C>
 1                  3900      500000     500000      500000
 2                  7995      500000     500000      500000
 3                 12295      500000     500000      500000
 4                 16809      500000     500000      500000
 5                 21550      500000     500000      500000

 6                 26527      500000     500000      500000
 7                 31754      500000     500000      500000
 8                 37242      500000     500000      500000
 9                 43004      500000     500000      500000
10                 49054      500000     500000      500000

15                 84156      500000     500000      500000
20                128957      500000     500000      500000
25                186136      500000     500000      500000
30                259112           0     500000      500000

20 (Age 65)       128957      500000     500000      500000
</TABLE>

<TABLE>
<CAPTION>
                      Total Account Value               Cash Surrender Value
                  Annual Investment Return of       Annual Investment Return of
                -------------------------------   -------------------------------
Policy Year     Gross 0%   Gross 6%   Gross 12%   Gross 0%   Gross 6%   Gross 12%
- -----------     -------------------------------   -------------------------------
<S>              <C>        <C>        <C>         <C>        <C>         <C>
 1                2254       2433        2613          0          0            0
 2                4548       5051        5578       1038       1541         2068
 3                6729       7708        8774       3219       4198         5264
 4                8772      10376       12196       5262       6866         8686
 5               10661      13038       15848       7151       9528        12338

 6               12365      15660       19721       9177      12472        16533
 7               13900      18256       23858      11063      15419        21021
 8               15272      20827       28288      12786      18341        25802
 9               16498      23389       33062      14363      21254        30927
10               17565      25927       38203      15781      24143        36419

15               20721      38430       71324      20692      38401        71295
20               18173      48257      120732      18173      48257       120732
25                6456      50990      195880       6456      50990       195880
30                   0      37273      315147          0      37273       315147

20 (Age 65)      18173      48257      120732      18173      48257       120732
</TABLE>

(1) Assumes no Policy loan has been made. Current cost of insurance rates
    assumed. Current mortality and expense risk charges, administrative charges,
    and premium load assumed.

If premiums are paid more frequently than annually, the Death Benefits, Total
Account Values, and Cash 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 Policy Owner's allocations, and the Fund's rates of return. The
Total Account Value and Cash 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.


Form No. X76018.1                    Page 10                          June 1996
<PAGE>
   
(bullet) The following March 31, 1996 unaudited financial statements supplement
         the December 31, 1995 audited financial statements of the Separate
         Account contained in the Prospectus.
    

Variable Life Account B

   
Statement of Assets and Liabilities--March 31, 1996 (Unaudited)
    

<TABLE>
<CAPTION>
<S>                                                                                           <C>
ASSETS:
Investments, at net asset value: (Note 1)
 Aetna Variable Fund; 2,467,158 shares at $30.77 per share (cost $71,754,094)                 $ 75,925,713
 Aetna Income Shares; 924,931 shares at $12.80 per share (cost $11,848,313)                     11,842,332
 Aetna Variable Encore Fund; 407,333 shares at $13.47 per share (cost $5,308,191)                5,487,776
 Aetna Investment Advisers Fund, Inc.; 817,516 shares at $14.87 per share (cost
  $10,896,769)                                                                                  12,155,981
 Alger American Fund--Alger American Small Capitalization Portfolio; 172,781 shares at
  $40.87 per share (cost $6,331,268)                                                             7,061,577
 Fidelity Investments Variable Insurance Products Fund:
  Equity-Income Portfolio; 86,791 shares at $19.20 per share (cost $1,651,470)                   1,666,395
  Growth Portfolio; 50,994 shares at $28.61 per share (cost $1,514,593)                          1,458,950
  Overseas Portfolio; 34,096 shares at $17.26 per share (cost $559,505)                            588,494
 Fidelity Investments Variable Insurance Products Fund II:
  Asset Manager Portfolio; 130,336 shares at $15.21 per share (cost $1,969,788)                  1,982,408
  Contrafund Portfolio; 113,588 shares at $14.26 per share (cost $1,562,790)                     1,619,768
 Janus Aspen Series:
  Aggressive Growth Portfolio; 230,297 shares at $18.70 per share (cost $3,607,738)              4,306,556
  Balanced Portfolio; 159,805 shares at $13.55 per share (cost $2,084,064)                       2,165,357
  Growth Portfolio; 219,229 shares at $14.58 per share (cost $2,795,446)                         3,196,358
  Short-Term Bond Portfolio; 35,353 shares at $10.00 per share (cost $349,724)                     353,526
  Worldwide Growth Portfolio; 145,028 shares at $16.62 per share (cost $2,048,610)               2,410,364
 Scudder Variable Life Investment Fund--International Portfolio; 638,445 shares at $12.09
  per share (cost $7,135,942)                                                                    7,718,801
 TCI Portfolios, Inc.--TCI Growth; 518,429 shares at $12.04 per share (cost $5,285,516)          6,241,887
                                                                                              ------------
NET ASSETS                                                                                    $146,182,243
                                                                                              ============
</TABLE>


Form No. X76018.1                    Page 11                          June 1996

<PAGE>
Variable Life Account B

Net assets represented by:
   
<TABLE>
<CAPTION>
                                                                         Accumulation
                                                                             Unit
Policyholders' account values:                                Units          Value
                                                           -----------    -----------
<S>                                                         <C>             <C>         <C>
Aetna Variable Fund:
 AetnaVest                                                  1,595,062.3     $29.954     $47,777,753
 AetnaVest II                                                 774,062.0      16.726      12,947,337
 AetnaVest Plus                                               998,417.0      14.053      14,030,849
 Corporate Specialty Market                                    92,142.8      12.695       1,169,774
Aetna Income Shares:
 AetnaVest                                                    293,192.0      20.928       6,136,014
 AetnaVest II                                                  87,325.2      14.071       1,228,739
 AetnaVest Plus                                               115,930.9      11.267       1,306,250
 Corporate Specialty Market                                   291,606.5      10.875       3,171,329
Aetna Variable Encore Fund:
 AetnaVest                                                    200,179.5      16.060       3,214,875
 AetnaVest II                                                  10,560.9      11.739         123,976
 AetnaVest Plus                                                88,112.2      11.033         972,120
 Corporate Specialty Market                                   111,493.2      10.555       1,176,805
Aetna Investment Advisers Fund, Inc.:
 AetnaVest                                                    114,756.9      15.740       1,806,290
 AetnaVest II                                                 229,085.2      15.915       3,646,002
 AetnaVest Plus                                               384,450.3      13.347       5,131,406
 Corporate Specialty Market                                   135,310.5      11.620       1,572,283
Alger American Fund--Alger American
 Small Capitalization Portfolio:
 AetnaVest                                                     67,956.4      16.098       1,093,995
 AetnaVest II                                                  45,569.5      16.100         733,667
 AetnaVest Plus                                               182,354.1      16.091       2,934,300
 Corporate Specialty Market                                   173,686.5      13.240       2,299,615
Fidelity Investments Variable Insurance Products Fund:
 Equity-Income Portfolio:
 Corporate Specialty Market                                   144,783.0      11.510       1,666,395
 Growth Portfolio:
 Corporate Specialty Market                                   140,028.4      10.419       1,458,950
 Overseas Portfolio:
 Corporate Specialty Market                                    56,713.0      10.377         588,494
Fidelity Investments Variable Insurance Products Fund II:
 Asset Manager Portfolio:
 Corporate Specialty Market                                   182,159.0      10.883       1,982,408
 Contrafund Portfolio:
 Corporate Specialty Market                                   150,594.8      10.756       1,619,768

See Notes to Financial Statements.
    

Form No. X76018.1                    Page 12                          June 1996

<PAGE>

Variable Life Account B
   
                                                                         Accumulation
                                                                             Unit
Policyholders' account values:                                Units          Value
                                                           -----------    -----------
Janus Aspen Series:
 Aggressive Growth Portfolio:
 AetnaVest                                                    44,341.1      $16.507     $    731,925
 AetnaVest II                                                 32,308.6       16.507          533,308
 AetnaVest Plus                                              133,290.2       16.507        2,200,190
 Corporate Specialty Market                                   67,915.0       12.385          841,133
 Balanced Portfolio:
 AetnaVest                                                     6,564.3       12.595           82,678
 AetnaVest II                                                  2,834.5       12.693           35,980
 AetnaVest Plus                                               51,133.8       12.589          643,741
 Corporate Specialty Market                                  127,076.1       11.040        1,402,958
 Growth Portfolio:
 AetnaVest                                                    26,102.4       13.737          358,569
 AetnaVest II                                                 38,815.5       13.725          532,724
 AetnaVest Plus                                               74,124.0       11.279          836,024
 Corporate Specialty Market                                  107,189.1       13.705        1,469,041
 Short-Term Bond Portfolio:
 AetnaVest                                                     1,296.7       10.907           14,143
 AetnaVest II                                                 20,289.0       10.895          221,049
 AetnaVest Plus                                               10,739.7       10.866          116,692
 Corporate Specialty Market                                      162.4       10.114            1,642
 Worldwide Growth Portfolio:
 AetnaVest                                                    35,204.8       13.871          488,314
 AetnaVest II                                                 26,623.3       13.874          369,385
 AetnaVest Plus                                               91,702.5       13.857        1,270,741
 Corporate Specialty Market                                   24,710.9       11.409          281,924
Scudder Variable Life Investment Fund--International
 Portfolio:
 AetnaVest                                                   136,306.8       13.360        1,821,019
 AetnaVest II                                                 75,216.9       13.277          998,681
 AetnaVest Plus                                              318,410.2       13.203        4,204,079
 Corporate Specialty Market                                   62,821.5       11.063          695,022
TCI Portfolios, Inc.--TCI Growth:
 AetnaVest                                                    94,052.6       13.193        1,240,859
 AetnaVest II                                                 34,581.5       13.252          458,286
 AetnaVest Plus                                              302,971.3       13.072        3,960,295
 Corporate Specialty Market                                   48,720.2       11.955          582,447
                                                                                        ------------
                                                                                        $146,182,243
                                                                                        ============
</TABLE>
    

See Notes to Financial Statements.


Form No. X76018.1                    Page 13                          June 1996

<PAGE>
Variable Life Account B

Statement of Operations--Three Month Period Ended March 31, 1996 (Unaudited)

<TABLE>
<CAPTION>
<S>                                                             <C>          <C>
INVESTMENT INCOME:
Dividends: (Notes 1 and 3)
 Fidelity Investments Variable Insurance Products Fund--
  Equity-Income Portfolio                                                    $   19,619
 Fidelity Investments Variable Insurance Products Fund--
  Growth Portfolio                                                               85,627
 Fidelity Investments Variable Insurance Products Fund--
  Overseas Portfolio                                                             14,172
 Fidelity Investments Variable Insurance Products Fund II--
  Asset Manager Portfolio                                                        62,788
 Fidelity Investments Variable Insurance Products Fund II--
  Contrafund Portfolio                                                           10,199
 Scudder Variable Life Investment Fund--International
  Portfolio                                                                     166,996
                                                                             ----------
  Total investment income                                                       359,401
Valuation period deductions (Note 2)                                           (216,034)
                                                                             ----------
Net investment income                                                           143,367
                                                                             ----------
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
Net realized gain on sales of investments: (Notes 1 and 4)
 Proceeds from sales                                            $3,428,998
 Cost of investments sold                                        3,005,963
                                                                ----------
  Net realized gain 423,035
Net unrealized gain on investments:
 Beginning of period                                             4,391,574
 End of period                                                   9,478,418
                                                                ----------
  Net unrealized gain                                                         5,086,844
                                                                             ----------
Net realized and unrealized gain on investments                               5,509,879
                                                                             ----------
Net increase in net assets resulting from operations                         $5,653,246
                                                                             ==========
</TABLE>
See Notes to Financial Statements.


Form No. X76018.1                    Page 14                          June 1996

<PAGE>
Variable Life Account B

Statements of Changes in Net Assets

<TABLE>
<CAPTION>
                                                      Three Months
                                                          Ended           Year Ended
                                                     March 31, 1996      December 31,
                                                       (Unaudited)           1995
                                                     ---------------   ----------------
<S>                                                   <C>                <C>
FROM OPERATIONS:
Net investment income                                 $    143,367       $ 11,815,436
Net realized and unrealized gain on investments          5,509,879         11,633,204
                                                     ---------------   ----------------
 Net increase in net assets resulting from
  operations                                             5,653,246         23,448,640
                                                     ---------------   ----------------
FROM UNIT TRANSACTIONS:
Variable life premium payments                          21,128,211         44,310,537
Sales charges deducted by the Company                     (632,971)        (1,381,985)
Premiums allocated to the fixed account                 (1,644,459)        (3,260,098)
                                                     ---------------   ----------------
 Net premiums allocated to the variable account         18,850,781         39,668,454
Transfers from the Company for monthly deductions       (3,306,575)       (11,297,188)
Redemptions by policyholders                            (1,152,122)        (3,238,332)
Transfers on account for policy loans                     (422,131)        (2,076,373)
Other                                                       43,265             41,863
                                                     ---------------   ----------------
 Net increase in net assets from unit
  transactions                                          14,013,218         23,098,424
                                                     ---------------   ----------------
Change in net assets                                    19,666,464         46,547,064
NET ASSETS:
Beginning of period                                    126,515,779         79,968,715
                                                     ---------------   ----------------
End of period                                         $146,182,243       $126,515,779
                                                     ===============   ================
</TABLE>
See Notes to Financial Statements.


Form No. X76018.1                    Page 15                          June 1996

<PAGE>
Variable Life Account B

Notes to Financial Statements--March 31, 1996 (Unaudited)

1. Summary of Significant Accounting Policies

Variable Life Account B ("Account") is registered under the Investment Company
Act of 1940 as a unit investment trust. The Account is sold exclusively for use
with life insurance product contracts as defined under the Internal Revenue Code
of 1986, as amended.

   The accompanying financial statements of the Account have been prepared in
accordance with generally accepted accounting principles.

a. Valuation of Investments

Investments in the following Funds are stated at the closing net asset value per
share as determined by each Fund on March 31, 1996

Aetna Variable Fund
Aetna Income Shares
Aetna Variable Encore Fund
Aetna Investment Advisers Fund, Inc.
Alger American Fund--Alger American Small
 Capitalization Portfolio
Fidelity Investments Variable Insurance Products
 Fund--
(bullet) Equity-Income Portfolio
(bullet) Growth Portfolio
(bullet) Overseas Portfolio
Fidelity Investments Variable Insurance Products
 Fund II--
(bullet) Asset Manager Portfolio
(bullet) Contrafund Portfolio
Janus Aspen Series--
(bullet) Aggressive Growth Portfolio
(bullet) Balanced Portfolio
(bullet) Growth Portfolio
(bullet) Short-Term Bond Portfolio
(bullet) Worldwide Growth Portfolio
Scudder Variable Life Investment Fund--
 International Portfolio
TCI Portfolios, Inc.--TCI Growth

b. Other

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

c. Federal Income Taxes

The operations of the Account form a part of, and are taxed with, the total
operations of Aetna Life Insurance and Annuity Company ("Company") which is
taxed as a life insurance company under the Internal Revenue Code of 1986, as
amended.


Form No. X76018.1                    Page 16                          June 1996

<PAGE>
Variable Life Account B
   
Notes to Financial Statements--March 31, 1996 (Unaudited) (continued)
    

   
2. Valuation Period Deductions

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

3. Dividend Distributions

On an annual basis the Funds distribute substantially all of their taxable
income and realized capital gains to their shareholders. Distributions paid to
the Account are automatically reinvested in shares of the Funds. The Account's
proportionate share of each Fund's undistributed net investment income and
accumulated net realized gain on investments is included in net unrealized gain
on investments in the Statement of Operations.

4. Purchases and Sales of Investments

The cost of purchases and proceeds from sales of investments other than
short-term investments for the three month period ended March 31, 1996
aggregated $17,583,396 and $3,428,998, respectively.

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


Form No. X76018.1                    Page 17                          June 1996

<PAGE>
(bullet) The following March 31, 1996 unaudited financial statements supplement
the December 31, 1995 audited financial statements of Aetna Life Insurance and
Annuity Company contained in the Prospectus.

           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
   
                        Consolidated Statements of Income
                                   (millions)
                                   (Unaudited)
    

<TABLE>
<CAPTION>
                                                    3 Months Ended March 31,
                                                    ------------------------
                                                       1996         1995
                                                       -----       ------
<S>                                                   <C>         <C>
Revenue:
 Premiums                                             $ 14.1      $ 32.2
 Charges assessed against policyholders                 92.0        74.9
 Net investment income                                 257.6       235.8
 Net realized capital gains                             14.9         5.1
 Other income                                           12.2        12.7
                                                       -----      ------
  Total revenue                                        390.8       360.7
                                                       -----      ------

Benefits and expenses:
 Current and future benefits                           217.0       215.1
 Operating expenses                                     87.8        74.0
 Amortization of deferred policy acquisition
  costs                                                 17.5        12.5
                                                       -----      ------
  Total benefits and expenses                          322.3       301.6
                                                       -----      ------

Income before federal income taxes                      68.5        59.1

 Federal income taxes                                   20.0        18.8
                                                       -----      ------

Net income                                            $ 48.5       $40.3
                                                       =====      ======
</TABLE>
   
See Condensed Notes to Consolidated Financial Statements.
    


Form No. X76018.1                    Page 18                          June 1996

<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)

                          Consolidated Balance Sheets
                         (millions, except share data)

   
<TABLE>
<CAPTION>
                                                                (Unaudited)
                                                                  March 31,   December 31,
Assets                                                              1996          1995
- -------                                                           ---------   ------------
<S>                                                                <C>          <C>
Investments:
 Debt securities, available for sale:
  (amortized cost: $12,030.4 and $11,923.7)                        $12,332.2    $ 12,720.8
 Equity securities, available for sale:
  Non-redeemable preferred stock (cost: $54.3 and $51.3)                59.1          57.6
  Investment in affiliated mutual funds (cost: $160.3 and
   $173.4)                                                             182.0         191.8
  Common stock (cost: $6.9)                                              --            8.2
 Short-term investments                                                 24.6          15.1
 Mortgage loans                                                         21.1          21.2
 Policy loans                                                          344.6         338.6
                                                                   ---------   ------------
   Total investments                                                12,963.6      13,353.3
 Cash and cash equivalents                                             554.6         568.8
 Accrued investment income                                             186.4         175.5
 Premiums due and other receivables                                     27.7          37.3
 Deferred policy acquisition costs                                   1,375.6       1,341.3
 Reinsurance loan to affiliate                                         646.0         655.5
 Other assets                                                           21.4          26.2
 Separate Accounts assets                                           12,072.9      10,987.0
                                                                   ---------   ------------
   Total assets                                                    $27,848.2    $ 27,144.9
                                                                   =========   ============
Liabilities and Shareholder's Equity
- ------------------------------------
Liabilities:
 Future policy benefits                                            $ 3,545.1    $  3,594.6
 Unpaid claims and claim expenses                                       25.9          27.2
 Policyholders' funds left with the Company                         10,298.9      10,500.1
                                                                   ---------   ------------
   Total insurance reserve liabilities                              13,869.9      14,121.9
 Other liabilities                                                     188.6         259.2
 Federal income taxes:
  Current                                                               35.7          24.2
  Deferred                                                             125.5         169.6
 Separate Accounts liabilities                                      12,072.9      10,987.0
                                                                   ---------   ------------
   Total liabilities                                                26,292.6      25,561.9
                                                                   ---------   ------------
Shareholder's equity:
 Common stock, par value $50 (100,000 shares authorized; 55,000
  shares issued and outstanding)                                         2.8           2.8
 Paid-in capital                                                       407.6         407.6
 Net unrealized capital gains                                           56.6         132.5
 Retained earnings                                                   1,088.6       1,040.1
                                                                   ---------   ------------
  Total shareholder's equity                                         1,555.6       1,583.0
                                                                   ---------   ------------
  Total liabilities and shareholder's equity                       $27,848.2     $27,144.9
                                                                   =========   ============

</TABLE>

See Condensed Notes to Consolidated Financial Statements.
    


Form No. X76018.1                    Page 19                          June 1996

<PAGE>

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

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

<TABLE>
<CAPTION>
                                                    3 Months Ended March 31,
                                                    ------------------------
                                                       1996         1995
                                                    ----------   -----------
<S>                                                  <C>          <C>
Shareholder's equity, beginning of period            $1,583.0     $ 1,088.5
Net change in unrealized capital gains and
  losses                                                (75.9)        156.7
Net income                                               48.5          40.3
                                                    ----------   -----------
Shareholder's equity, end of period                  $1,555.6      $1,285.5
                                                    ==========   ===========
</TABLE>
   
See Condensed Notes to Consolidated Financial Statements.
    


Form No. X76018.1                    Page 20                          June 1996

<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsudiary of Aetna Retirement Services, Inc.)

                     Consolidated Statements of Cash Flows

                                   (millions)
                                  (Unaudited)
   
<TABLE>
<CAPTION>
                                                               3 Months Ended March 31,
                                                               ------------------------
                                                                  1996         1995
                                                               ----------   -----------
<S>                                                             <C>           <C>
Cash Flows from Operating Activities:
 Net income                                                     $    48.5     $    40.3
 Adjustments to reconcile net income to net 
  cash (used for) provided by operating activities:
 Increase in accrued investment income                              (10.9)         (6.3)
 Decrease in premiums due and other receivables                       0.5          10.9
 Increase in policy loans                                            (6.0)        (26.0)
 Increase in deferred policy acquisition costs                      (34.3)        (31.7)
 Decrease in reinsurance loan to affiliate                            9.5          14.6
 Net increase in universal life account balances                     53.0          44.5
 (Decrease) increase in other insurance reserve liabilities         (52.4)         20.5
 Net (decrease) increase in other liabilities and other
  assets                                                            (81.8)        113.3
 Increase in federal income taxes                                     8.3          16.3
 Net accretion of discount on debt securities                       (16.9)        (15.5)
 Net realized capital gains                                         (14.9)         (5.1)
 Other, net                                                            --           1.5
                                                               ----------   -----------
  Net cash (used for) provided by operating activities              (97.4)        177.3
                                                               ----------   -----------

Cash Flows from Investing Activities:
 Proceeds from sales of:
  Debt securities available for sale                              1,634.8         965.3
  Equity securities                                                  48.7          66.7
 Investment maturities and collections of:
  Debt securities available for sale                                255.4         104.3
  Short-term investments                                             10.0          30.0
 Cost of investment purchases in:
  Debt securities available for sale                             (1,918.0)     (1,427.6)
  Equity securities                                                 (26.1)        (98.1)
  Short-term investments                                            (19.5)         (0.5)
                                                               ----------   -----------
   Net cash used for investing activities                           (14.7)       (359.9)
                                                               ----------   -----------
</TABLE>
See Condensed Notes to Consolidated Financial Statements.
    


Form No. X76018.1                    Page 21                          June 1996

<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)

               Consolidated Statements of Cash Flows (continued)

                                   (millions)
                                  (Unaudited)
   
<TABLE>
<CAPTION>
                                                      3 Months Ended March 31,
                                                      ------------------------
                                                         1996         1995
                                                      ----------   -----------
<S>                                                     <C>           <C>
Cash Flows from Financing Activities:
 Deposits and interest credited for investment
  contracts                                             $ 429.9       $ 497.7
 Withdrawals of investment contracts                     (332.0)       (278.3)
                                                      ----------   -----------
   Net cash provided by financing activities               97.9         219.4
                                                      ----------   -----------

Net (decrease) increase in cash and cash
 equivalents                                              (14.2)         36.8
Cash and cash equivalents, beginning of period            568.8         623.3
                                                      ----------   -----------

Cash and cash equivalents, end of period                $ 554.6       $ 660.1
                                                      ==========   ===========

Supplemental cash flow information:
 Income taxes paid, net                                 $  11.7        $  2.5
                                                      ==========   ===========
</TABLE>
See Condensed Notes to Consolidated Financial Statements.
    


Form No. X76018.1                    Page 22                          June 1996

<PAGE>

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

              Condensed Notes to Consolidated Financial Statements

                                  (Unaudited)

1.  Basis of Presentation

The consolidated financial statements include Aetna Life Insurance and
Annuity Company and its wholly owned subsidiaries, Aetna Insurance Company of
America and Aetna Private Capital, Inc. (collectively, the "Company"). Aetna
Life Insurance and Annuity Company is a wholly owned subsidiary of Aetna
Retirement Services, Inc. ("ARSI"). ARSI is a wholly owned subsidiary of
Aetna Life and Casualty Company ("Aetna").

These consolidated financial statements have been prepared in accordance with
generally accepted accounting principles and are unaudited. Certain
reclassifications have been made to 1995 financial information to conform to
1996 presentation. These interim statements necessarily rely heavily on
estimates, including assumptions as to annualized tax rates. In the opinion of
management, all adjustments necessary for a fair statement of results for the
interim periods have been made. All such adjustments are of a normal, recurring
nature.


Form No. X76018.1                    Page 23                          June 1996

<PAGE>
Variable Life Account B

Aetna Life Insurance and Annuity Company
151 Farmington Avenue
Hartford, Connecticut 06156
(203) 275-4995

   
Prospectus Dated June 24, 1996
    

The Flexible Premium Variable Life Insurance Policy

This Prospectus describes AetnaVest Plus, a variable universal life insurance
policy ("Policy") offered by Aetna Life Insurance and Annuity Company (the
"Company"). This Policy is intended to provide life insurance benefits, and is
designed to allow flexible premium payments, a choice of underlying funding
options, and a choice of two death benefit options. Your policy's cash value may
vary with the investment performance of the underlying funding options you
choose. Although policy values may vary, the Policy can be guaranteed to stay in
force through the Guaranteed Death Benefit Provision. Policy cash value may be
used to continue your policy in force, may be borrowed within certain limits,
and may be fully or partially surrendered (subject to a surrender charge).

You may also choose to select one of the annuity settlement options upon
Maturity of the Policy, or, prior to Maturity of the Policy, you may apply the
value of your Policy (minus any applicable surrender charges and the amount
necessary to repay any loans in full), to one of the annuity settlement options.
Upon death of the Insured, the beneficiary will be paid (a) the value of the
Death Benefit Option in one lump sum, or (b) under one of the annuity settlement
options.

The Policy has a Free-Look Period during which you may return it to the
Company's Home Office for a refund. The refund may be more or less than the
premiums paid. (See "Right to Examine the Policy.")

It may not be advantageous to replace existing insurance or supplement an
existing flexible premium variable life insurance policy with an AetnaVest Plus
Policy. The AetnaVest Plus Policy is not available for use in a pension or
profit-sharing plan.

This Prospectus is intended to describe the variable options used to fund this
Policy through Variable Life Account B (the "Separate Account"). The variable
funding options currently available through the Separate Account are as follows:
Aetna Variable Fund; Aetna Income Shares; Aetna Variable Encore Fund; Aetna
Investment Advisers Fund, Inc.; Aetna Generation Portfolios, Inc.--Aetna Ascent
Variable Portfolio, Aetna Crossroads Variable Portfolio and Aetna Legacy
Variable Portfolio; Fidelity's Variable Insurance Products Fund II--Contrafund
Portfolio; Fidelity's Variable Insurance Products Fund--Equity-Income 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 Class A Shares; TCI
Portfolios, Inc.--TCI Growth (collectively, the "Funds"). Unless specifically
mentioned, this Prospectus only describes the variable investment options. Not
all Funds may be available under all Policies or in all jurisdictions.

Please read this Prospectus carefully and retain it for future reference.

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

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION ("SEC") 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.

                                                                               i
<PAGE>
Table of Contents
   
<TABLE>
<CAPTION>
<S>                                                                           <C>
Definitions                                                                   iv
Policy Summary                                                                 1
The Separate Account                                                           1
Allocation of Premiums                                                         2
  Fixed Account                                                                2
  The Funds                                                                    2
  Mixed and Shared Funding                                                     4
Charges and Fees                                                               4
  Premium Load                                                                 4
  Charges and Fees Assessed Against the Total Account Value                    5
  Charges and Fees Associated with the Variable Funding Options                5
  Charges Assessed Against the Underlying Funds                                6
  Surrender Charge                                                             7
  Surrender Charges on Full and Partial Surrenders                             7
Policy Choices                                                                 7
  Death Benefit                                                                8
  Guaranteed Death Benefit Provision                                           8
  Premium Payments                                                             9
  Transfers and Allocations to the Funding Options                            10
  Automated Transfers (Dollar Cost Averaging)                                 10
Policy Values                                                                 11
  Total Account Value                                                         11
  Accumulation Unit Value                                                     11
  Maturity Value                                                              12
  Cash Surrender Value                                                        12
Policy Rights                                                                 12
  Partial Surrenders                                                          12
  No-Lapse Coverage Provision                                                 12
  Reinstatement of a Lapsed Policy                                            13
  Policy Loans: Preferred and Nonpreferred                                    13
  Policy Changes                                                              14
  Right to Examine the Policy                                                 15
Death Benefit                                                                 15
Policy Settlement                                                             16
  Settlement Options                                                          16
  Calculation of Settlement Payments                                          17
Special Plans                                                                 18
Pension Plans                                                                 19
The Company                                                                   19
Directors and Officers                                                        19
Additional Information                                                        22
  Reports to Policy Owners                                                    22
  Right to Instruct Voting of Fund Shares                                     22
  Disregard of Voting Instructions                                            23
  State Regulation                                                            23
  Legal Matters                                                               23
  The Registration Statement                                                  23
  Distribution of the Policies                                                24
  Records and Accounts                                                        24


ii
<PAGE>
  Independent Auditors                                                        24
Tax Matters                                                                   24
  General                                                                     24
  Federal Tax Status of the Company                                           24
  Life Insurance Qualification                                                25
  General Rules                                                               25
  Modified Endowment Contracts                                                25
  Diversification Standards                                                   26
  Investor Control                                                            26
  Other Tax Considerations                                                    27
Miscellaneous Policy Provisions                                               27
  The Policy                                                                  27
  Payment of Benefits                                                         28
  Age and Sex                                                                 28
  Incontestability                                                            28
  Suicide                                                                     28
  Coverage Beyond Maturity                                                    28
  Protection of Proceeds                                                      28
  Nonparticipation                                                            29
Illustrations of Death Benefit, Total Account Values and Cash Surrender
  Values                                                                      29
Financial Statements of the Separate Account                                 S-1
Financial Statements of the Company                                          F-1
</TABLE>
    

                                                                             iii
<PAGE>
Definitions

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

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

Amount at Risk: The Death Benefit before subtraction of outstanding loans, if
any, divided by 1.0036748, minus the Total Account Value.

Annuitant: A person who receives annuity payments.

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

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

Basic Premium: The amount of premium which must be paid to assure that the
Policy remains in force for at least five years after issue, assuming there have
been no loans or surrenders.

Cash Surrender Value: The amount a Policy Owner can receive in cash by
surrendering the Policy. This equals the Total Account Value minus the
applicable surrender charge and the amount necessary to repay any loans in full.

Cost of Insurance: The portion of the Monthly Deduction attributable to the
basic insurance coverage, not including riders, supplemental benefits or monthly
expense charges.

Death Benefit: The amount payable to the beneficiary in accordance with the
Death Benefit Option elected, upon the death of the Insured, after deduction of
the amount necessary to repay any loans in full, and overdue deductions.

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

Fixed Account: The fixed interest option offered under the Policy that
guarantees principal and a minimum interest rate of 4.5% per year.

Fixed Account Value: The non-loaned portion of this Policy's Total Account
Value attributable to the non-variable portion of the Policy. The Fixed
Account Value is held in the General Account.

Fund(s): One or more of the underlying 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 available to fund
the benefits provided by the Policy.

General Account: The Company's general asset account, in which assets
attributable to the non-variable portion of Policies are held, i.e., the Loan
Account Value, and the Fixed Account Value.


iv
<PAGE>
Grace Period: The 61-day period beginning on the Monthly Deduction Day on which
the Policy's Cash 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 described in the notification letter is received by
the Company.

Guaranteed Death Benefit Premium: A specified premium that, if paid, will keep
the Policy in force to attained age 80 or 100, even if the cash value is
insufficient to cover current monthly deductions.

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

Insured: The person on whose life the Policy is issued.

Issue Age: The Insured's age on his/her birthday on or prior to the Policy's
Issue Date.

Issue Date: The effective date of initial coverage. The Date of Issue and the
effective date for any change in coverage will be the Date of Coverage Change
shown in Supplemental Policy Specifications which will be sent to you. Coverage
is conditional on payment of the first premium, if required, and issue of the
Policy as provided in the application.

Loan Account Value: The sum of all unpaid loans (Preferred and Nonpreferred).
The amount necessary to repay all loans in full is the Loan Account Value plus
any interest accrued since the last Policy anniversary. Such interest is payable
in order to discharge any policy indebtedness.

Maturity Date: The Issue Date anniversary on which the Insured reaches
Attained Age 100 and the Policy is considered matured.

Maturity Value: The Total Account Value on the Maturity Date, less the amount
necessary to repay any loans in full if the Guaranteed Death Benefit Provision
is not in effect. Otherwise, the greater of the Total Account Value and the
Specified Amount on the Maturity Date, less the amount necessary to repay any
loans in full.

Monthly Deduction: The Monthly Deduction from the Total Account Value which
includes the Cost of Insurance, charges for supplemental riders or benefits, and
an administrative expense charge.

Monthly Deduction Day: The day that the Monthly Deduction is actually taken.

Net Premium: The premium paid, less the premium load.

Nonpreferred Loan: Loans taken in the first ten Policy Years, and beginning
in the eleventh Policy Year, loans taken in excess of the Preferred Loan
Amount.

Planned Premium: The amount of premium the Policy Owner chooses to pay the
Company on a scheduled basis. This is the amount for which the Company sends
a bill.

                                                                               v
<PAGE>
Policy: The life insurance contract described in this Prospectus, under which
flexible premium payments are permitted and the Death Benefit and contract
values may vary with the investment performance of the funding option(s)
selected.

Policy Owner: The owner of the Policy, referred to as "you."

Policy Year: Each twelve-month period, beginning on the Issue Date, during
which the Policy is in effect.

Preferred Loan Amount: A portion of the maximum loan amount available beginning
in the eleventh Policy Year, for a loan, at no net cost to the Policy Owner. The
preferred loan is the amount taken.

Separate Account: Variable Life Account B (and Variable Annuity Account B
when referring to a Settlement Option).

Separate Account Value: The portion of the Total Account Value attributable
to Variable Life Account B.

Settlement Option(s): Several ways in which a beneficiary may receive Annuity
payments due from a Death Benefit, or which the Insured may choose to receive
Annuity payments from the Cash Surrender Value of the Policy.

Settlement Option Units: A measure of the net investment results of the
investment options used to calculate the amount of the Settlement Option
payments.

Specified Amount: The amount (at least $100,000), originally chosen by the
Policy Owner, used in determining the Death Benefit. It is initially equal to
the Death Benefit. The Specified Amount may be increased or decreased as
described in this Prospectus.

Surrender Charge: The amount retained by the Company, upon the full or
partial surrender of the Policy.

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

Valuation Period: The period of time for which a Fund determines its net asset
value, usually from the close of business each day the New York Stock Exchange
is open until the close of business on the next such business day.

Valuation Reserve: A reserve established pursuant to the insurance laws of
Connecticut to measure voting rights during the settlement option period and the
value of a commutation right, if available, under Settlement Option 2 when
elected on a variable basis.

Variable Life Account B: A Separate Account of the Company established for the
purpose of segregating assets attributable to the variable portion of life
insurance contracts from other assets of the Company. It is organized as a unit
investment trust.


vi
<PAGE>
Policy Summary

This is a flexible premium variable universal life insurance policy. This Policy
provides that cash values may be either fixed or variable or a combination of
fixed and variable.

At the time of purchase, you must choose between the two Death Benefit Options
and decide if you want the Guaranteed Death Benefit Provision. The amount
payable under either option will be determined as of the date of the Insured's
death. Under Option 1, the Death Benefit will be the greater of the Specified
Amount, or the applicable percentage of the Total Account Value. Under Option 2,
the Death Benefit will be the greater of the Specified Amount plus the Total
Account Value, or the applicable percentage of the Total Account Value. (See
"Death Benefit.")

The Policy also offers a Guaranteed Death Benefit Provision (not available in
New York) which ensures that the Policy will stay in force even if the cash
value is insufficient to cover the current monthly deductions due to fund
performance. Sufficient premiums must be paid in order to maintain a Guaranteed
Death Benefit to Age 80 or 100. (See "Guaranteed Death Benefit Provision.")

At the time of purchase, you must also choose the amount of premium you intend
to pay. You may vary premium payments to some extent and still keep your Policy
in force. However, sufficient premiums must be paid to continue the Policy in
force. Premium reminder notices will be sent for planned premiums and for
premiums required to continue this Policy in force. If this Policy lapses it may
be reinstated. (See "Reinstatement of a Lapsed Policy.")

Finally, you must choose how to allocate Net Premiums. Net Premiums allocated to
the Separate Account must be allocated to one or more Funds, and allocations
must be in whole percentages. The variable portion of this Policy is supported
by the Funds you choose. The cash value in each Fund is not guaranteed and will
vary with the investment performance of that Fund.

If the Fixed Account is selected, the Fixed Account Value will accumulate at
rates of interest we determine. Such rates will not be less than 4.5% a year.

Proceeds as described in this Policy will be paid upon surrender, maturity, or
death of the Insured.

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 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 briefly 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 are credited without regard to
the other income, gains or losses of the Company. These assets are held for

                                                                             1
<PAGE>
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 Securities and Exchange Commission
("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 SEC 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.

Allocation of Premiums

You may allocate all or a part of your Net Premiums to the Fixed Account (part
of the Company's General Account) or to the Funds currently available through
the Separate Account in connection with this Policy. Not all Funds are available
under all Policies or on all jurisdictions. The investment results of the Funds,
whose investment objectives are described below, are likely to differ
significantly. You should 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.

Fixed Account

(bullet) Amounts held in the Fixed Account are guaranteed and will be
credited with interest at rates of not less than 4.5% per year. Credited
interest rates reflect the Company's return on Fixed Account invested assets and
the amortization of any realized gains and/or losses which the Company may incur
on these assets.

The Funds

(bullet) Aetna Variable Fund seeks to maximize total return through
investments in a diversified portfolio of common stocks and securities
convertible into common stocks.(1) 

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

(bullet) 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.(1)

(bullet) Aetna Investment Advisers Fund, Inc. is a managed mutual fund
which 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.(1)

(bullet) 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

2
<PAGE>
Variable Portfolio is managed for investors who generally have an investment
horizon exceeding 15 years, and who have a high level of risk tolerance. See the
Fund's prospectus for a discussion of the risks involved.(1)

(bullet) 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 Variable Portfolio is managed for
investors who generally have an investment horizon exceeding 10 years and who
have a moderate level of risk tolerance.(1)

(bullet) 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 Variable Portfolio is managed for investors who generally have an
investment horizon exceeding five years and who have a low level of risk
tolerance.(1)

(bullet) Alger American Fund--Alger American Small Capitalization Portfolio
seeks long-term capital appreciation. Except during temporary defensive periods,
the Portfolio invests at least 65% of its total assets in equity securities of
companies that, at the time of purchase of such securities, have total market
capitalization within the range of companies included in the Russell 2000 Growth
Index, updated quarterly. The Russell 2000 Growth Index is designed to track the
performance of small capitalization companies. At March 31, 1996, the range of
market capitalization of these companies was $20 million to $3.0 billion.(2)

(bullet) Fidelity Investments' Variable Insurance Products Fund
II--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.(3)

(bullet) 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.(3)

(bullet) Janus Aspen Series--Aggressive Growth Portfolio is a
non-diversified portfolio that seeks long-term growth of capital. The Portfolio
pursues its investment objective by normally investing at least 50% of its
equity assets in securities issued by medium-sized companies. Medium-sized
companies are those whose market capitalizations fall within the range of
companies in the S&P MidCap 400 Index, which as of December 29, 1995 included
companies with capitalizations between approximately $118 million and $7.5
billion, but which is expected to change on a regular basis.(4)

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

(bullet) Janus Aspen Series--Growth Portfolio seeks long-term growth of
capital consistent with the preservation of capital. The Portfolio pursues its
investment objective by investing in common stocks of a large number of issuers
of any size.(4)

(bullet) Janus Aspen Series--Short-Term Bond Portfolio seeks as high a
level of current income as is consistent with preservation of capital. The
Portfolio pursues its investment objective by investing primarily in short- and
intermediate-term fixed income securities.(4)

(bullet) Janus Aspen Series--Worldwide Growth Portfolio seeks long-term
growth of capital consistent with the preservation of capital. The Portfolio
pursues its investment objective primarily through investments in common stocks
of foreign and domestic issuers.(4)

                                                                             3
<PAGE>
(bullet) Scudder Variable Life Investment Fund-International Portfolio
Class A Shares seeks long term growth of capital primarily through diversified
holdings of marketable foreign equity investments.(5)

(bullet) TCI Portfolios, Inc.--TCI Growth (a Twentieth Century Fund) seeks
capital growth. The Fund seeks to achieve its objective 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.(6)

Investment Advisers of the Funds:

   
  (1) Aetna Life Insurance and Annuity Company (investment adviser)*
  (2) Fred Alger Management, Inc.
  (3) Fidelity Management & Research Company
  (4) Janus Capital Corporation
  (5) Scudder, Stevens & Clark, Inc.
  (6) Investors Research Corporation
    

   
*Effective August 1, 1996, Aeltus Investment Management, Inc. (Aeltus) will
 become the subadviser for Aetna Variable Fund, Aetna Income Shares, Aetna
 Investment Advisers Fund, Inc. and Aetna Ascent, Crossroads and Legacy Variable
 Portfolios. The proposal relating to the approval of Aeltus as a subadviser for
 Aetna Variable Encore Fund will be submitted to shareholders at a meeting to be
 held on or about July 19, 1996. If approved, such proposal would be effective
 on August 6, 1996 or as soon thereafter as practicable.
    

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 connection with derivatives can also increase risk of losses. See the
prospectuses of the Funds for a discussion of the risks associated with an
investment in those Funds. You should refer to the accompanying prospectuses of
the Funds for more complete information about their investment policies and
restrictions.

Mixed and Shared Funding

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
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 Policyholders, 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.

Charges & Fees

Premium Load

A deduction, currently 3.5% of each premium payment (guaranteed to be no higher
than 6%), will be made to cover the premium load. This load represents average
applicable state premium taxes (ranging up to 4%) as well as administrative
expenses and federal income tax liabilities.

4
<PAGE>
Charges and Fees Assessed Against the Total Account Value 

A Monthly Deduction is made from the Total Account Value. The Monthly
Deduction includes the Cost of Insurance and any charges for supplemental riders
or benefits. The Cost of Insurance depends on the Attained Age, risk class of
the Insured, the Specified Amount of the Policy and in all states except
Massachusetts and Montana, sex of the Insured.

Once a Policy is issued, Monthly Deductions, including Cost of Insurance
charges, will be charged as of the Issue Date, even if the Issue Date is earlier
than the date the application is signed (see "Premium Payments"). 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. Cost of Insurance charges will be in amounts based on the
Specified Amount of the Policy issued, even if the temporary insurance coverage
received during the underwriting period is for a lesser amount. If we decline an
application, we will refund the full premium payment made.

The Monthly Deduction also includes a monthly administrative expense charge
of $20 during the first Policy Year and $7 during subsequent Policy Years. This
charge is for items such as premium billing and collection, policy value
calculation, confirmations and periodic reports and will not exceed our costs.

The Monthly Deduction is deducted proportionately from each funding option,
if more than one is used. This is accomplished by liquidating Accumulation Units
and withdrawing the value of the liquidated Accumulation Units from each funding
option in the same proportion as their respective values have to your Fixed
Account and Separate Account Values. The Monthly Deduction is made as of the
same day each month, beginning with the Issue Date.

Charges and Fees Associated with the Variable Funding Options 

The Company deducts a daily charge from the assets of Variable Life Account
B for mortality and expense risks assumed by it in connection with the Policy.
This charge is currently equal to an annual rate of 0.70% of the average daily
net assets of the Separate Account. The mortality and expense risk charge is
assessed to compensate the Company for assuming certain mortality and expense
risks under the Policies.

The Company reserves the right to increase the mortality and expense risk
charge if it believes that circumstances have changed so that current charges
are no longer adequate. In no event will the charge exceed 0.90% of average
daily net assets on an annual basis.

The morality risk assumed is that insureds, as a group, may live for a
shorter period of time than estimated and, therefore, the cost of insurance
charges specified in the Policy will be insufficient to meet actual claims. The
expense risk assumed is that other expenses incurred in issuing and
administering the Policies and operating the Separate Account will be greater
than the charges assessed for such expenses.

   
The Company also deducts a daily administrative charge equivalent on an
annual basis to 0.30% of the average daily net assets of Variable Life Account B
to compensate the Company for expenses associated with the administration and
maintenance of the Policy. These types of expenses are described above in
connection with the monthly administrative charge. The daily administrative
charge and the monthly administrative charge work together to cover the
Company's administrative expenses. In later years of the Policy, the revenue
collected from the daily asset-based charge grows with the Total Account Value
to cover increased expenses from Account-based transactional expenses. The
charge is guaranteed not to exceed 0.50% of the average daily net assets of the
Separate Account on an annual basis. 
    

                                                                             5
<PAGE>
   
Charges Assessed Against the Underlying Funds

The following table illustrates the investment advisory fees, other expenses and
total expenses paid by each of the Funds as a percentage of average net assets
based on figures for the year ended December 31, 1995: 
<TABLE> 
<CAPTION>
                                                Investment
                                                Advisory Fees       Other
                                                     (1)          Expenses
                                                   (after          (after       Total Fund
                                                   expense         expense        Annual
                                               reimbursement)  reimbursement)    Expenses
                                                -------------   -------------   ----------
<S>                                                 <C>             <C>            <C>
Aetna Variable Fund (2)(3)                          0.25%           0.06%          0.31%
Aetna Income Shares (2)(3)                          0.25%           0.08%          0.33%
Aetna Variable Encore Fund (3)                      0.25%           0.10%          0.35%
Aetna Investment Advisers Fund, Inc. (2)(3)         0.25%           0.08%          0.33%
Aetna Ascent Variable Portfolio (2)(3)              0.50%           0.15%          0.65%
Aetna Crossroads Variable Portfolio (2)(3)          0.50%           0.15%          0.65%
Aetna Legacy Variable Portfolio (2)(3)              0.50%           0.15%          0.65%
Alger American Small Cap Portfolio                  0.85%           0.07%          0.92%
Fidelity VIP II Contrafund Portfolio (4)            0.61%           0.11%          0.72%
Fidelity VIP Equity-Income Portfolio                0.51%           0.10%          0.61%
Janus Aspen Aggressive Growth Portfolio (5)         0.75%           0.11%          0.86%
Janus Aspen Balanced Portfolio (5)                  0.82%           0.55%          1.37%
Janus Aspen Growth Portfolio (5)                    0.65%           0.13%          0.78%
Janus Aspen Short-Term Bond Portfolio (5)           0.00%           0.70%          0.70%
Janus Aspen Worldwide Growth Portfolio (5)          0.68%           0.22%          0.90%
Scudder International Portfolio Class A Shares      0.88%           0.20%          1.08%
TCI Growth (6)                                      1.00%           0.00%          1.00%
</TABLE>
    

   
(1) Certain of the unaffiliated Fund advisers reimburse the Company for
    administrative costs incurred in connection with administering the Funds as
    variable funding options under the Policy. These reimbursements are paid out
    of the investment advisory fees and are not charged to investors.

(2) As of August 1, 1996, the Investment Advisory Fees and, consequently, the
    Total Fund Annual Expenses for these Funds will change as follows: Aetna
    Variable Fund--0.50% and 0.56%, respectively; Aetna Income Shares--0.40% and
    0.48%, respectively; Aetna Investment Advisers Fund, Inc.--0.50% and 0.58%,
    respectively; Aetna Ascent, Crossroads and Legacy Variable Portfolios--0.60%
    and 0.75%, respectively.

(3) As of May 1, 1996, the Company provides administrative services to the Fund
    and assumes the Fund's ordinary recurring direct costs under an
    Administrative Services Agreement. The "Other Expenses" shown are not based
    on figures for the year ended December 31, 1995, but reflect the fee payable
    under this Agreement.

(4) A portion of the brokerage commissions the Fund paid was used to reduce its
    expenses. Without this reduction, total operating expenses would have been
    0.73% for the Contrafund Portfolio.

(5) The information for each Portfolio is net of fee waivers or reductions from
    Janus Capital. Fee reductions for the Aggressive Growth, Balanced, Growth
    and Worldwide Growth Portfolios reduce the management fee to the level of
    the corresponding Janus retail fund. Other waivers, if applicable, are first
    applied against the management fee and then against other expenses. Without
    such waivers or reductions, the Management Fee, Other Expenses and Total
    Portfolio Operating Expenses would have been 0.82%, 0.11% and 0.93% for
    Aggressive Growth Portfolio; 1.00%, 0.55% and 1.55% for Balanced Portfolio;
    0.85%, 0.13% and 0.98% for Growth Portfolio; 0.65%, 0.72% and 1.37% for
    Short-Term Bond Portfolio; and 0.87%, 0.22% and 1.09% for Worldwide Growth
    Portfolio, respectively. Janus Capital may modify or terminate the waivers
    or reductions at any time upon 90 days' notice to the Portfolio's Board of
    Trustees.

(6) The Portfolio's investment adviser pays all expenses of the Portfolio except
    brokerage commissions, taxes, interest, fees, expenses of the non-interested
    person directors (including counsel fees) and extraordinary expenses. These
    expenses have historically represented a very small percentage (less than
    0.01%) of total net assets in a fiscal year.

For further details on each Fund's expenses, please refer to that Fund's 
prospectus

    



6
<PAGE>
Surrender Charge

If you surrender your Policy (in whole or in part) a surrender charge may apply,
as described below.

This charge is imposed in part as a deferred sales charge and in part to
enable the Company to recover certain first year administrative costs. The
maximum portion of the Surrender Charge applied to reimburse the Company for
sales and promotional expense is 30% of the first year's Basic Premium. (Any
surrenders may result in tax implications, see "Tax Matters.")

   
The initial Surrender Charge, as specified in your Policy, is based on the
Specified Amount. It also depends on the Insured's age, risk class and in most
states, sex of the Insured (except for group arrangements described under
"Special Plans"). Once determined, the Surrender Charge will remain the same for
five years following the Issue Date. Thereafter, it declines monthly so that
beginning sixteen years after the Issue Date (assuming no increases in the
Specified Amount) the Surrender Charge will be zero.
     

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 determined based on the Insured's Attained Age, risk class, and in most
states, sex of the Insured. The Surrender Charge applicable to the increase will
be 70% of the Surrender Charge on a new policy whose Specified Amount equals the
amount of the increase, and will cover administrative expenses. The additional
Surrender Charge will also remain constant for five years from the start of the
Policy Year in which the increase occurs, and will decrease to zero by the
beginning of the sixteenth year.

If you decrease the Specified Amount while the Surrender Charge applies, the
Surrender Charge will remain the same.

Based on its actuarial determination, the Company does not anticipate that
the Surrender Charge will cover all sales and administrative expenses which the
Company will incur in connection with the Policy. Any such shortfall, including
but not limited to payment of sales and distribution expenses, would be charged
to and paid by the Company.

Surrender Charges on Full and Partial Surrenders

Full Surrender: All applicable Surrender Charges are imposed.

Partial Surrender: A proportional percentage of all Surrender Charges is
imposed. The proportional percentage is the amount of the net partial surrender
divided by the sum of the Fixed Account Value and the Separate 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 or 2% of the amount of the net surrender payment,
whichever is less, will be made against the Total Account Value. (See "Partial
Surrenders.")

Note: The surrender charge will vary between 41% and 100% of one year's basic
annual premium, depending on the Insured's age, risk class and in most states,
sex of the Insured.

Policy Choices

When you buy a Policy, you make four important choices:

1) Which one of the two Death Benefit Options you would like;

                                                                             7
<PAGE>
2) Whether you want the Guaranteed Death Benefit Provision, and to what age;

3) The amount of premium you intend to pay; and

4) The way your premiums will be allocated to the Funds and/or the Fixed
Account.

Each of these choices is described in detail below.

Death Benefit

At the time of purchase, you must choose between the two available Death Benefit
Options. The amount payable under either option will be determined as of the
date of the Insured's death.

Under Option 1, the Death Benefit will be the greater of the Specified Amount
(a minimum of $100,000 on the date of this Prospectus), or the applicable
percentage of the Total Account Value. The percentage is 250% through age 40 and
decreases yearly to 100% at age 100. Option 1 generally provides a level Death
Benefit.

Under Option 2, the Death Benefit will be the greater of the Specified Amount
(a minimum of $100,000 on the date of this Prospectus), plus the Total Account
Value, or the applicable percentage (described above) of the Total Account
Value. Option 2 provides a varying Death Benefit which increases or decreases
over time, depending on the amount of premium paid and the investment
performance of the underlying funding options you choose.

Under both Option 1 and Option 2, the Death Benefit may be affected by
partial surrenders. The Death Benefit for both options will be reduced by the
amount necessary to repay any loans in full.

Guaranteed Death Benefit Provision

The Guaranteed Death Benefit Provision assures that, as long as the Guaranteed
Death Benefit Premium test, as described below, is met the Policy will stay in
force even if the cash value is insufficient to cover the current Monthly
Deductions.

The Guaranteed Death Benefit Provision must be selected on the application.
It may not be available to all risk classes and is only available in those
states where it has been approved. (Note: not available in New York.) The
Guaranteed Death Benefit Provision is available to age 80 or to age 100.

We will test annually to determine if the cumulative (or sum of all)
premiums paid to date are sufficient to support the Guaranteed Death Benefit
Provision. In order for the Guaranteed Death Benefit Provision to be in effect,
the cumulative premiums paid less partial surrenders must be greater than or
equal to the required monthly Guaranteed Death Benefit Premium times the number
of months elapsed since the Policy's Issue Date.

However, if these premiums are deficient, the Policy Owner will be notified
and given two months to pay the amount deficient. If the Guaranteed Death
Benefit Provision to age 100 had been in place, and the amount deficient is not
received within the two-month period: (1) the Guaranteed Death Benefit Provision
to age 80 will be substituted, but only if the cumulative premium test is
satisfied based on the Guaranteed Death Benefit Premium to age 80; or (2) the
Guaranteed Death Benefit Provision to age 100 will terminate. If the Guaranteed
Death Benefit Provision to age 80 had been in place and the amount deficient is
not received within the two-month period, the Guaranteed Death Benefit Provision
will terminate.

If a Guaranteed Death Benefit Provision is terminated it may not be
reinstated.

Increases, decreases, partial surrenders, and option changes may affect the
Guaranteed Death Benefit Premium. These events and loans may also affect the
Policy's ability to remain in force even if the cumulative annual Guaranteed
Death Benefit Provision test has been met.

8
<PAGE>
Premium Payments

During the first five Policy Years, payment of the Basic Premium assures that
the Policy will remain in force, as long as there are no surrenders or loans
taken during that time. The Basic Premium is stated in the Policy. If Basic
Premiums are not paid, or there are surrenders or loans taken during the first
five Policy Years, the Policy will lapse if the Cash Surrender Value is less
than the next Monthly Deduction.

Basic Premiums are current if premiums paid, minus loans and minus partial
surrenders, are greater than or equal to the Basic Premium (expressed as a
monthly amount) multiplied by the number of months the Policy has been in force.

After the first five Policy Years, your Policy will not lapse as long as the
Policy's Cash Surrender Value is sufficient to cover the next Monthly Deduction.

Planned Premiums are those premiums you choose to pay on a scheduled basis.
We will bill you annually, semiannually, or quarterly, or at any other
agreed-upon frequency. Pre-authorized automatic monthly check payments may also
be arranged.

Additional Premiums are any premiums you pay in addition to Planned Premiums.

Payment of Basic Premiums, Planned Premiums, or Additional Premiums in any
amount will not, except as noted above, guarantee that your Policy will remain
in force. Conversely, failure to pay Planned Premiums or Additional Premiums
will not necessarily cause your Policy to lapse. Not paying your Planned
Premiums can, however, cause the Guaranteed Death Benefit Provision to
terminate. (See "Guaranteed Death Benefit Provision.")

You may increase your Planned Premium at any time by submitting a written
notice to us or by paying Additional Premiums, except that:

(bullet) We may require evidence of insurability if the Additional Premium
or the 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 underlying funding options.

(bullet) In no event may the total of all premiums paid exceed the
then-current maximum premium limitations established by federal law for a Policy
to qualify as life insurance. (See "Tax Matters--Modified Endowment Contracts.")

(bullet) If, at any time, a premium is paid which would result in total
premiums exceeding such maximum premium limitation, we will only accept that
portion of the premium which will make total premiums equal the maximum. Any
part of the premium in excess of that amount will be returned or applied as
otherwise agreed and no further premiums will be accepted until allowed by the
then-current maximum premium limitations prescribed by law.

(bullet) If you make a sufficient premium payment when you apply for a
Policy, and have answered favorably certain questions relating to the Insured's
health, a "temporary insurance agreement" in the amount applied for (subject to
stated maximum) will be provided.

(bullet) 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, as of the next Valuation Period after each payment is received in the
Home Office.

(bullet) You may reallocate your future premium payments at any time free
of charge. Any reallocation will apply to premium payments made after you have
received written verification from us.

                                                                             9
<PAGE>
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 minimum premium payable for the period
between the Issue Date and the date the initial premium is invested in the
Separate Account. 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 "Policy
Values--Total Account Value.")

Transfers and Allocations to Funding Options

At purchase, you must decide how to allocate your Net Premiums among the Funds
and/or the Fixed Account. Net Premiums must be allocated in whole percentages.

Before the Maturity Date, you may transfer Policy values from one Fund to
another at any time, or from Variable Life Account B to the Fixed Account. And,
within the 45 days after each Policy anniversary, you may also transfer a
portion of the Fixed Account Value to one or more Funds before the Maturity
Date. This type of transfer is allowed only once in the 45-day period after the
Policy anniversary and will be effective as of the next Valuation Period after
your request is received in good order at the Company's Home Office. The amount
of such transfer cannot exceed the greater of (a) 25% of the Fixed Account
Value, or (b) $500. If the Fixed Account Value is less than or equal to $500,
you may transfer all or a portion of the Fixed Account Value. We may increase
this limit from time to time.

   
Any transfer among the Funds or to the Fixed Account will result in the
crediting and cancellation of Accumulation Units based on the Accumulation Unit
values next determined after a written request is received by us at our Home
Office. (See "Accumulation Unit Value.") You should carefully consider current
market conditions and each Fund's investment policies and related risks before
allocating money to the Funds. We reserve the right to limit the total number of
Funds you may elect to 15 over the lifetime of the Policy. 
    

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 any other investment
option through Written Request or other method acceptable to the Company. 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.

10
<PAGE>
   
Policy Values
    
Total Account Value

Once your Policy has been issued, each Net Premium allocated to a variable
funding option of the Separate Account is credited in the form of Accumulation
Units of the funding option based on that funding option's Accumulation Unit
value (see below). 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 next computed after we receive
the premium. Shares in the Funds are purchased by the Separate Account at the
net asset value next determined by the Fund following receipt of the Net
Purchase Premium by the Separate Account, which will be no later than one
business day following the purchase of the Accumulation Units attributable to
the Funds. Since each Fund has a unique Accumulation Unit value, a Policy Owner
who has elected a combination of funding options will have Accumulation Units
credited to each funding 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
Fund by its appropriate current Accumulation Unit value; (b) if you have elected
a combination of Funds, totaling the resulting values; 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 that funding option,
and decreased by charges and withdrawals from that funding option.

The Fixed Account Value reflects amounts allocated to the General Account
through payment of premiums or transfers from the Separate Account. The Fixed
Account Value is 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 Fund. The net investment factor equals the net investment rate plus
1.0000000. The net investment rate is determined separately for each Fund as
follows.

The net investment rate equals (a) the net assets of the Fund held in
Variable Life Account B at the end of a Valuation Period, minus (b) the net
assets of the Fund held in Variable Life Account B at the beginning of that
Valuation Period, plus or minus (c) taxes or provisions for taxes, if any,
attributable to the operation of Variable Life Account B, divided by (d) the
value of the Accumulation Units held by Variable Life Account B at the beginning
of the Valuation Period, minus (e) a daily charge for mortality and expense
risk, and administrative expenses. (See "Charges and Fees Associated with the
Variable Funding Options.")

                                                                            11
<PAGE>
Maturity Value

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

Cash Surrender Value

The Cash Surrender Value of your Policy is the amount you can receive in cash
by surrendering the Policy. All or part of the Cash Surrender Value may be
applied to one or more of the Settlement Options. (See "Surrender Charge.")

Policy Rights

Partial Surrenders

A partial surrender may be made at any time after the first Policy Year.

The amount of a partial surrender may not exceed the Cash Surrender Value on
the date the request is received and may not be less than $500.

Partial surrenders may only be made prior to election of a Settlement Option.

For an Option 1 Policy (see "Death Benefit"), 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 and will reduce
any past increases in the reverse order in which they occurred.

For an Option 2 Policy (see "Death Benefit"), a partial surrender will reduce
the Total Account Value and the Death Benefit, but it will not reduce the
Specified Amount.

Payment of any amount due from the Separate Account Values on a full or
partial surrender will be made within seven calendar days after we receive your
written request at our Home Office in form satisfactory to us. Payment may be
postponed when the New York Stock Exchange has been closed and for such other
periods as the SEC may require. Payment from the Fixed Account Values may be
deferred up to 6 months, except when used to pay premiums to the Company.

The Specified Amount remaining in force after a partial surrender may not be
less than $100,000. Any request for a partial surrender that would reduce the
Specified Amount below this amount will not be granted. In addition, if,
following the partial surrender and the corresponding decrease in the Specified
Amount, the Policy would not comply with the maximum premium limitations
required by federal tax law, the decrease may be limited to the extent necessary
to meet the federal tax law requirements.

If, at the time of a partial surrender, your Total Account Value is
attributable to more than one funding option, the Surrender Charge, transaction
charge and the amount paid to you upon the surrender will be taken
proportionately from the Accumulation Unit values in each funding option.

No-Lapse Coverage Provision

This Policy will not terminate during the five-year period after its Issue Date
or the Issue Date of any increase if, on each Monthly Deduction Day within that
period, the sum of premiums paid equals or exceeds: 1) the sum of the Basic
Premiums for each Policy month from the Issue Date, including the current month;
plus 2) any partial surrenders; plus 3) any increase in Loan Account Value since
the Policy's Issue Date or the Issue Date of any increase.

12
<PAGE>
If, on each Monthly Deduction Day within the five-year period, the sum of
premiums paid is less than the sum of the items 1, 2, and 3 above, and the
Cash Surrender Value is insufficient to cover the current Monthly Deduction,
the Grace Period provision will apply. (See "Grace Period.")

After the five-year period expires, and depending on the investment
performance of the Funds, the Total Account Value may be insufficient to keep
this Policy in force, and payment of an additional premium may be necessary,
unless the Guaranteed Death Benefit Provision has been elected.

Reinstatement of a Lapsed Policy

A lapse occurs if your Monthly Deduction is greater than the Cash Surrender
Value and no payment to cover the deduction is made within the 61 days of our
notifying you. This may happen after the first five Policy Years, or during the
first five Policy Years if your Basic Premiums are not current.

You can apply for reinstatement within five years after the date of
termination and before the Maturity Date. To reinstate your Policy we will
require satisfactory evidence of insurability and an amount sufficient to pay
for the current Monthly Deduction plus two additional Monthly Deductions.

If the Policy is reinstated within five years of this Policy's Issue Date or
while the No-Lapse Coverage Provision (see "No-Lapse Coverage Provision") would
be in effect if this Policy had not lapsed, all values including the Loan
Account Value will be reinstated to the point they were on the date of lapse.
However, the Guaranteed Death Benefit Provision will not be reinstated.

If the Policy is reinstated after the No-Lapse Coverage Provision (see
"No-Lapse Coverage Provision") has expired, this Policy will be reinstated on
the Monthly Deduction Day following our approval. This Policy's Total Account
Value at reinstatement will be the Net Premium paid less the Monthly Deduction
due that day. Any Loan Account Value will not be reinstated, and the Guaranteed
Death Benefit will not be reinstated.

If the Policy's Cash Surrender Value less any Loan Account Value plus accrued
interest is not sufficient to cover the full Surrender Charge at the time of
lapse, the remaining portion of the Surrender Charge will also be reinstated at
the time of Policy reinstatement.

Policy Loans: Preferred and Nonpreferred

Unless otherwise required by state law, the maximum loan amount is 90% of the
Cash Surrender Value at the time of a loan.

Loans taken during the first ten Policy Years are considered nonpreferred
loans. Beginning in the eleventh Policy Year, up to 10% of the maximum loan
amount available at the beginning of a Policy Year can be taken as a preferred
loan during that Policy Year. Amounts borrowed that are in excess of the maximum
loan amount available for a preferred loan will be considered a nonpreferred
loan. An amount equal to what you receive for a loan, together with any interest
added to the loan for due and unpaid interest, as described below, will be added
to the Loan Account Value.

If you are using more than one underlying funding option, the amount of the
loan will be withdrawn in proportion to the value of each funding option.

Interest on loans will accrue at an annual rate which will be the greater of:

1) The monthly average (i.e., the Composite Yield on Corporate Bonds as
published by Moody's Investors Service, Inc.) for the calendar month which
ends two months before the month in which the Policy Anniversary occurs, or

2) 5.5%.

Increases or decreases to the current interest rate will occur only when the
new Policy Year's annual

                                                                            13
<PAGE>
interest rate is greater or lower than the prior Policy Year's annual interest
rate by at least 0.5%.

We will notify you of the current interest rate charged for a loan at the
time a loan is made. If your Policy has a loan outstanding, we will notify you
of any change in the interest rate before the new rate becomes effective.

Interest is payable once a year on each anniversary of the loan, or earlier
upon surrender, payment of proceeds, or maturity of a Policy. Any interest not
paid when due becomes part of the loan and bears interest.

An amount equal to what you receive for a loan, together with any accrued but
not paid interest, will be added to the Loan Account Value. We will credit
interest on the Loan Account Value. The Loan Account Value for nonpreferred
loans will be credited interest, during any Policy Year, at an annual rate that
is the interest rate charged on the loan minus 2%. However, in no case will the
credited interest rate be less than 4.5% annually.

The Loan Account Value on preferred loans will be credited interest at a rate
equal to the interest rate charged. In no case will the credited interest rate
be less than 5.5% annually.

If a policy loan is requested, the amount to be borrowed will be withdrawn by
the Company from the funding options and Fixed Account Value in proportion to
the value of the Policy attributable to each funding option and the Fixed
Account. Repayments on the loan will be allocated among the funding options in
the same proportion the loan was taken from the funding options. The Loan
Account Value will be reduced by the amount of any loan repayment.

Policy Changes

You may make changes to your Policy, as described below, by submitting a written
request to our Home Office in form satisfactory to us.

Increases: Beginning in the second Policy Year, you may increase the
Specified Amount of your Policy subject to the following conditions:

(bullet) Satisfactory evidence of insurability may be required.

(bullet) The Cash Surrender Value at the time of 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 amount of the increase, divided by 1000, times
the applicable Cost of Insurance Rate.

(bullet) An increase in the Specified Amount will increase the Surrender
Charge.

(bullet) The Basic Monthly Premium will be increased when the Specified
Amount is increased. The Policy will not terminate within five years of the
Issue Date of the increase if the conditions of this provision and the No-Lapse
Coverage Provision are met.

(bullet) Increases through the fifth year are limited to four times the
initial Specified Amount.

(bullet) Increases in the Specified Amount will increase the Guaranteed
Death Benefit Provision amount and will affect the Guaranteed Death Benefit
Premium.

Decreases: Beginning in the sixth Policy Year decreases will be allowed, 
however:

(bullet) No decrease may reduce the Specified Amount to less than the
minimum for this type of policy. (See Death Benefit.)

(bullet) Any decrease will cause a decrease in the Guaranteed Death Benefit
Provision. 

Death Benefit Option Change: A Death Benefit Option change will be allowed,
subject to the following conditions:

14
<PAGE>
(bullet) The change will take effect on the Monthly Deduction Day on or
next following the date on which the Company receives your written request.

(bullet) There will be no change in the Surrender Charge, and evidence of
insurability may be required.

(bullet) We will not allow a change in the Death Benefit Option if the
Specified Amount will be reduced below the minimum Specified Amount.

(bullet) Changes from Option 1 to Option 2 are allowed beginning in the
sixth Policy Year. The new Specified Amount will equal the Specified Amount less
the Total Account Value at the time of the change.*

(bullet) Changes from Option 2 to Option 1 are allowed after the first
Policy Year. The new Specified Amount will equal the Specified Amount plus the
Total Account Value as of the time of the change.*

*Changes in the Death Benefit Option also affect the Guaranteed Death Benefit
Provision amount and the Guaranteed Death Benefit Premium.

Right to Examine the Policy

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 our Home Office for a
refund. It must be returned within ten days (state variations may apply) after
you receive the Policy and the written notice of withdrawal right, or within 45
days after you sign the application for the Policy, whichever occurs latest. If
you return (cancel) the Policy, we will pay a refund of (1) the difference
between payments made and amounts allocated to the Separate Account, plus (2)
the value of the amount allocated to the Separate Account as of the date the
returned Policy is received by us, plus (3) any fees imposed on the amounts
allocated to the Separate Account. If state law does not permit such a refund,
then the refund will equal premiums paid, without interest. Refunds will usually
occur within seven days of notice of cancellation, although a refund of premiums
paid by check may be delayed until the check clears your bank.

Death Benefit

The Death Benefit under the Policy will be paid in a lump sum within seven
days after we receive due proof of the Insured's death (a certified copy of
the death certificate), unless you or the beneficiary have elected that it be
paid under one or more of the Settlement Options. (See "Settlement Options.")

Payment of the Death Benefit may be delayed if the Policy is being contested.
While the Insured is living, 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 death of
the Insured, unless you have made an irrevocable election. A beneficiary who has
elected Settlement Option 1 may elect another option within two years after the
Insured's death.

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

   
If the Policy is assigned as collateral security, we will pay any amount due
the assignee in one lump sum. Any excess Death Benefit due will be paid as
elected.
    


                                                                            15
<PAGE>
Policy Settlement

Proceeds in the form of Settlement Options are payable by the Company upon the
Insured's death, upon Maturity of the Policy, or upon election of one of the
following Settlement Options or any we make available (after any applicable
Surrender Charges have been deducted).

A written request may be made to elect, change, or revoke a Settlement Option
before payments begin under any Settlement Option. This request must be in form
satisfactory to us, and will take effect upon its filing at our Home Office. If
no Settlement Option has been elected by the Policy Owner 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

Option 1 -- Payment of interest on the sum left with us;

Option 2 -- Payments for a stated number of years, at least three 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 -- Payments during the joint lifetimes of two Annuitants. At the
death of either, payments will continue to the survivor. When this option is
chosen, a choice must be made of:

a) 100% of the payment to continue to the survivor;

b) 66-2/3% of the payment to continue to the survivor;

c) 50% of the payment to continue to the survivor;

d) Payments for a minimum of 120 months, with 100% of the payment to
continue to the survivor;

e) 100% of the payment to continue to the survivor if the survivor is the
Annuitant, and 50% of the payment to continue to the survivor if the survivor
is the Second Annuitant.

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.

Proceeds applied under Option 1 will be held by us in the General Account.
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 of not less than
3%. We may add interest daily at any higher rate.

Under Option 1, the Annuitant may later tell the Company to (a) pay to him or
her a portion or all of the sum held by the Company; or (b) apply a portion or
all of the sum held by the Company to another Settlement Option.

Proceeds applied under Options 2, 3 and 4 will be held (a) in the General
Account; or (b) in Variable Annuity Account B, invested in one or more of the
available investment options, or (c) a mix of (a) and (b). Proceeds held in
Variable Annuity Account B will be used to make payments on a variable basis.

If payments are to be funded on a variable basis (by the Funds), the first and
subsequent payments will vary depending on the Assumed Net Investment Rate. This
rate will be 3% per year, unless a 5% annual rate is chosen. The Assumed Net
Investment Rate is chosen by the payee.

16
<PAGE>
Selection of a 5% rate causes a higher first payment, but subsequent payments
will increase only to the extent the actual net investment rate exceeds 5% on an
annualized basis, and they will decline if the rate is less than 5%. Use of the
3% Assumed Net Investment Rate causes a lower first payment, but subsequent
payments will increase more rapidly or decline more slowly as changes occur in
the actual net investment rate. The investment performance of the underlying
funding option(s) must equal such assumed rate, plus enough to cover the
mortality and expense risk and administrative fee charges, if future payments on
a variable basis are to remain level.

If payments on a variable basis are not to decrease, gross return on the assets
of the underlying funding option must be: 

a) 4.75% on an annual basis, plus an annual return of up to .25% needed to
offset the administrative charge in effect at the time Settlement Option
payments start, if an Assumed Net Investment Rate of 3% is chosen; or

b) 6.25% on an annual basis, plus an annual return of up to .25% needed to
offset the administrative charge in effect at the time Settlement Option
payments start, if an Assumed Net Investment Rate of 5% is chosen.

Option 2, 3 or 4 may be chosen on a fixed-dollar basis. However, if the
guaranteed payments are less than the payments which would be made from the
purchase of the Company's current single premium immediate annuity, the larger
payment will be made instead.

As to funds held under Option 1, the Annuitant may elect to make a withdrawal or
to change options. Under Option 2, if payments are made on a variable basis, the
current value may be withdrawn at any time. Amounts held in the Fixed Account
may not be withdrawn under Option 2. No withdrawals or changes of option may be
made under Options 3 and 4.

When an Annuitant dies while receiving payments under Option 2, 3 or 4, the
present value of any remaining guaranteed payments will either be paid in one
sum to the Annuitant's beneficiary, or upon election by that beneficiary, any
remaining guaranteed payments will continue to that beneficiary. If no
beneficiary exists, the present value of any remaining guaranteed payments will
be paid in one sum to the Annuitant's estate. If the Annuitant dies while
receiving payments under Option 1, the current value of the Option will be paid
in one sum to the beneficiary, or to the Annuitant's estate.

If the Annuitant's beneficiary dies (and there is no contingent beneficiary),
while receiving payments, the current value of the account (Option 1), or the
present value of any remaining guaranteed payments will be paid in one sum to
the estate of that beneficiary. The interest rate used to determine the first
payment will be used to calculate the present value.

Calculation of Settlement Payments

When you have chosen payment on a variable basis, the first payment is
calculated as follows:

a) the portion of the proceeds applied to make payments on the variable
basis; divided by

b) 1,000; times

c) the payment rate per $1000 of proceeds for the option chosen as shown in
the policy.

Such amount, or portion, of the variable payment will be divided by the
Settlement Option Unit value (described below), as of the tenth Valuation Period
before the due date of the first payment, to determine the number of Settlement
Option Units. Each future payment is equal to the number of Settlement Option
Units, times the Settlement Option Unit value as of the tenth Valuation Period
prior to the due date of the payment.

                                                                            17
<PAGE>
For any Valuation Period, the Fund(s) Settlement Option Unit value is equal
to:

a) The Settlement Option Unit value for the previous Valuation Period; times

b) The Net Return Factor (as defined below) for the Valuation Period; times

c) A factor to reflect the Assumed Net Investment Rate.

The factor for 3.5% per year is 0.9999058; for 5% per year, it is 0.9998663.

The Net Return Factor equals:

1) The net assets of the applicable fund held in Variable Annuity Account B
at the end of a Valuation Period; minus

2) The net assets of the applicable fund held in Variable Annuity Account B
at the beginning of that Valuation Period; plus or minus

3) Taxes or provision for taxes, if any, attributable to the operations of
Variable Annuity Account B; divided by

4) The value of Settlement Option Units and other accumulation units held in
Variable Annuity Account B at the beginning of the Valuation Period; minus

5) A daily charge at an annual rate of 1.25% for annuity mortality and expense
risk and the then-current daily administrative expense charge.

The number of Settlement Option Units remains fixed. However, the dollar value
of the Settlement Option Unit values and the payment may increase or decrease
due to investment gain or loss.

Payments will not be affected by changes in the mortality or expense results or
administrative expense charges.

Special Plans

Where allowed by law, the Company may reduce or eliminate certain charges for
Policies issued under special circumstances that result in lower expenses to the
Company (i.e., group arrangements with a sponsoring employer). The amount of any
reduction, the charges to be reduced, and the criteria for applying a reduction
will reflect the reduced sales effort, costs and differing mortality experience
appropriate to the circumstances giving rise to the reduction. The charges will
be reduced in accordance with the Company's practice in effect when the Policies
are issued. Reductions will not be unfairly discriminatory against any person,
including the purchasers to whom the reduction applies and all other owners of
the Policies.

The Company offers Policies on a unisex and simplified underwriting basis to
certain group or sponsored arrangements. A "group arrangement" includes a
program under which an employer purchases individual Policies covering a group
of individuals on a group basis. A "sponsored arrangement" includes a program
under which an employer permits group solicitation of its employees for the
purchase of the Policies on an individual basis. Under both arrangements, the
employer pays all or part of the premium. The benefits and values of these
Policies do not vary based on the sex of the insured in order to be used by
employers in employee benefit plans where sex discrimination is prohibited by
federal or state laws. The Company recommends that any employer proposing to
offer the Policies to employees under either arrangement consult its attorney
before doing so.

18
<PAGE>
Pension Plans

AetnaVest Plus 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 Plus Policy will not be issued to such a plan. Transfer of ownership
of an AetnaVest Plus 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

Aetna Life Insurance and Annuity Company (the "Company") is a stock life
insurance company organized under the insurance laws of the State of Connecticut
in 1976. Through a merger, it succeeded to the business of Aetna Variable
Annuity Life Insurance Company (formerly Participating Annuity Life Insurance
Company 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 a wholly owned subsidiary of Aetna Retirement Holdings,
Inc., which is in turn a wholly owned subsidiary of Aetna Retirement Services,
Inc. and an indirect wholly owned subsidiary of Aetna Life and Casualty Company.

The Company is registered as an investment adviser under the Investment Advisers
Act of 1940. 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.

Directors & Officers

<TABLE>
<CAPTION>
Name and Address*            Position with Company           Principal Occupation During Past 5 Years
- -----------------------   -----------------------------   -----------------------------------------------
<S>                       <C>                             <C>
Daniel P. Kearney         Director, President and         President (since December 1993), Aetna Life
                          Chairman, Executive Committee   Insurance and Annuity Company; Executive Vice
                          (Principal Executive Officer)   President (since December 1993), and Group
                                                          Executive, Financial Division (February
                                                          1991--December 1993), Aetna Life and Casualty
                                                          Company.

Christopher J. Burns      Director and Senior Vice        Senior Vice President, Sales & Service (since
                          President                       February 1996), and Senior Vice President, Life
                                                          (March 1991--February 1996), Aetna Life
                                                          Insurance and Annuity Company.


                                                                            19
<PAGE>
Name and Address*            Position with Company           Principal Occupation During Past 5 Years
- -----------------------   -----------------------------   -----------------------------------------------
Laura R. Estes            Director and Senior Vice        Senior Vice President, Manage/Design Products
                          President                       and Services (since February 1996), and Senior
                                                          Vice President, Pensions (March 1991--February
                                                          1996), Aetna Life Insurance and Annuity
                                                          Company.

Timothy A. Holt           Director, Senior Vice           Senior Vice President, Strategy & Finance, and
                          President and Chief Financial   Chief Financial Officer (since February 1996),
                          Officer                         Aetna Life Insurance and Annuity Company; Vice
                                                          President, Portfolio Management/Investment
                                                          Group (August 1992--February 1996), Aetna Life
                                                          and Casualty Company; Treasurer (February
                                                          1990--July 1991), Aeltus Investment Management,
                                                          Inc.

Gail P. Johnson           Director and Vice President     Vice President, Service and Retain Customers
                                                          (since February 1996); Vice President, Defined
                                                          Benefit Services (September 1994--February
                                                          1996); Vice President, Plan Services, Pensions
                                                          and Financial Services (December 1992--
                                                          September 1994); Managing Director, Business
                                                          Strategy (July 1991--December 1992); Assistant
                                                          Vice President, Portfolio Management, Financial
                                                          Division (June 1987--July 1991); -- Aetna Life
                                                          Insurance and Annuity Company.

John Y. Kim               Director and Senior Vice        President (since December 1995), Aeltus
                          President                       Investment Management, Inc.; Chief Investment
                                                          Officer (since May 1994), Aetna Life and
                                                          Casualty Company; Managing Director
                                                          (September 1993--April 1994), Mitchell
                                                          Hutchins Institutional Investors (New York,
                                                          New York); Vice President and Senior
                                                          Portfolio Manager (October 1991--August
                                                          1993), and Vice President, Investor
                                                          Relations (1990--1992), Aetna Life and
                                                          Casualty Company.

20
<PAGE>
Name and Address*            Position with Company           Principal Occupation During Past 5 Years
- -----------------------   -----------------------------   -----------------------------------------------
Shaun P. Mathews          Director and Vice President     Vice President, Products Group (since February
                                                          1996); Senior Vice President, Strategic
                                                          Markets and Products (February 1993--February 
                                                          1996); and Senior Vice President, Mutual
                                                          Funds (March 1991--February 1993) -- Aetna 
                                                          Life Insurance and Annuity Company.

Glen Salow                Director and Vice President     Vice President, Information Technology (since
                                                          February 1996), Vice President, Information
                                                          Technology, Investments and Financial Services
                                                          (February 1995-- February 1996); Vice
                                                          President, Investment Systems (1992--1995), AIT
                                                          -- Aetna Life Insurance and Annuity Company;
                                                          Senior Vice President (December 1986--August
                                                          1992), Lehman Brothers.

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

Zoe Baird                 Senior Vice President and       Senior Vice President and General Counsel
                          General Counsel                 (since April 1992), Vice President and General
                                                          Counsel (July 1990--April 1992), Aetna Life and
                                                          Casualty Company.

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

Eugene M. Trovato         Vice President and Treasurer,   Vice President and Treasurer, Corporate
                          Corporate Controller            Controller (since February 1996), Vice
                                                          President and Controller (February
                                                          1995-- February 1996), Aetna Life Insurance
                                                          and Annuity Company; Vice President,
                                                          Financial Reporting (December 1991--February 
                                                          1995), Assistant Vice President, Financial
                                                          Reporting (June 1989--December 1991),
                                                          Aetna Life and Casualty Company.

                                                                            21
<PAGE>
Name and Address*            Position with Company           Principal Occupation During Past 5 Years
- -----------------------   -----------------------------   -----------------------------------------------
Diane B. Horn             Vice President and Chief        Vice President and Chief Compliance Officer
                          Compliance                      Officer (since February 1996), and
                                                          Senior Compliance Officer (August 1993--
                                                          February 1996), Aetna Life Insurance and
                                                          Annuity Company; Director of Compliance
                                                          (May 1991--July 1993), Kemper Life Insurance
                                                          Company.
</TABLE>

   
*The address of all Directors and Officers listed is 151 Farmington Avenue,
 Hartford, Connecticut. 

These individuals may also be directors and/or officers of other affiliates of 
the Company. 

Directors, officers and employees of the Company are covered by a blanket 
fidelity bond in the amount of $60 million issued by Aetna Casualty and
Surety Company.
    

Additional Information

Reports to Policy Owners

Within 30 days after each Policy Anniversary and before proceeds are applied to
a Settlement Option, we will send you a report containing the following
information:

1) A statement of changes in the Total Account Value and Cash Surrender Value
since the prior report or since the Issue Date, if there has been no prior
report. This includes a statement of monthly deductions and investment results
and any interest earnings for the report period;

2) Cash Surrender Value, Death Benefit, and any Loan Account Value as of the
Policy Anniversary;

3) A projection of the Total Account Value, Loan Account Value and Cash
Surrender Value as of the succeeding Policy Anniversary.

If you have Policy values funded in either 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 each Separate Account. The votes will be cast at
meetings of the shareholders of the Fund and will be based on instructions
received from Policy Owners. 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.

The number of votes each Policy Owner is entitled to direct with respect to a
Fund will be determined by dividing the portion of Total Account Value
attributable to a Fund, if any, by the net asset value of one share in the Fund.
During the settlement option period, the number of votes is determined by
dividing the Valuation Reserve attributable in the Fund, if any, by the net
asset value of one share of the Fund. Fractional votes will be counted.
Where the value of the Total Account Value or the

22
<PAGE>
Valuation Reserve relates to more than one Fund, the calculation of votes will
be performed separately for each Fund.

The number of shares which a person has a right to vote will be determined as
of a date to be chosen by us, but not more than 90 days before the meeting of
the Fund. Voting instructions will be solicited by written communication at
least 14 days before such meeting.

Fund shares for which no timely instructions are received, and Fund shares
which are not otherwise attributable to Policy Owners, will be voted by us in
the same proportion as the voting instructions which are received for all
Policies participating in each Fund through Variable Life Account B.

Policy Owners having a voting interest will receive periodic reports relating
to the Fund, proxy material and a form for giving voting instructions.

Disregard of Voting Instructions

We may, when required by state insurance regulatory authorities, disregard
voting instructions if the instructions require that the shares be voted so as
to cause a change in the sub-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 in favor of changes initiated by
a Policy Owner 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 we determined that
the change would have an adverse effect on the Separate Accounts in that the
proposed investment policy for a Fund may result in overly speculative or
unsound investments. In the event 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 Policy Owners.

State Regulation

We are subject to regulation and supervision by the Insurance Department of the
state of Connecticut, which periodically examines our affairs. We are also
subject to the insurance laws and regulations of all jurisdictions where we are
authorized to do business. The Policies have been approved by the Insurance
Department of the state of Connecticut and in other jurisdictions.

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 the Separate
Account 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 Securities and Exchange Commission relating to the offering described in
this Prospectus. This Prospectus does not include all 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.

                                                                            23
<PAGE>
The Policies are offered for sale in all jurisdictions where we are authorized
to do business except Guam, Puerto Rico, and the Virgin Islands.

Distribution of the Policies

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. ("NASD"). 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 maximum commission payable by the Company to salespersons and their
supervising broker-dealers for policy distribution is 55% of the Guaranteed
Death Benefit Premium to age 80, or, in the event of an increase in the
Specified Amount, 55% of the Guaranteed Death Benefit Premium to age 80,
attributable to the increase. In particular circumstances, we may also pay
certain of these professionals for their administrative expenses.

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.

Records and Accounts

All records and accounts relating to the Separate Accounts and the Funds will be
maintained by the Company. All reports required to be made and information
required to be given will be provided by the Company.

Independent Auditors

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

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 the Separate Account

24
<PAGE>
form a part of the Company's total operations and are not taxed separately,
although operations of the 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 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 Policy Owner, 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.

                                                                            25
<PAGE>
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 Policy Owner 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 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 Policy Owner 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 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

26
<PAGE>
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 Policy Owners were not owners of separate
account assets. For example, a Policy Owner has additional flexibility in
allocating premium payments and account values. While the Company does not
believe that these differences would result in a Policy Owner 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 Policy Owner 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 Policy Owner's deduction for
interest on loans taken against life insurance covering the lives of officers,
employees, or other financially interested in the Policy Owner'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 others who may have a
financial interest in the Policy Owner'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 Policy Owner or
beneficiary. 
    

Misc. Policy Provisions

The Policy

The Policy which you receive and the application you make when you purchase the
Policy are the whole contract. A copy of the application is attached to the
Policy when it is issued to you. An application for changes, once approved by
us, will become part of the Policy.

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

                                                                            27
<PAGE>
forwarded to the Policy Owner.

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

Age and Sex

If age or sex is misstated on the application, the amount payable on death will
be that which would have been purchased by the most recent monthly deduction at
the correct age and sex. (If the application is taken in a state or under an
agreement where unisex rates are used, the Insured's sex is inapplicable.)

Incontestability

We will not contest coverage under the Policy after the Policy has been in force
during the lifetime of the Insured for a period of two years from the Policy
Issue Date. Our right to contest coverage is not affected by the Guaranteed
Death Benefit Provision.

For coverage which takes effect on a later date (e.g., an increase in
coverage), we will not contest such coverage after it has been in force during
the lifetime of the Insured more than two years from its effective date.

Suicide

In most states, if the Insured commits suicide within two years from the Issue
Date, the only benefit paid will be the sum of:

a) premiums paid less amounts allocated to the Separate Account; and

b) the Separate Account Value on the date of suicide, plus the portion of the
Monthly Deduction from the Separate Account Value, minus

c) the amount necessary to repay any loans in full and any interest earned on
the Loan Account Value transferred to the Separate Account Value, and any
surrenders from the Fixed Account.

If the Insured commits suicide within two years from the effective date of any
increase in coverage, we will pay as a benefit only the Monthly Deduction for
the increase, in lieu of the face amount of the increase.

All amounts described in (a) and (c) above will be calculated as of the date of
death.

Coverage Beyond Maturity

You may, by written request, in the 30 days before the Maturity Date of this
Policy, elect to continue coverage beyond the Maturity Date. At Age 100, the
Separate Account Value will be transferred to the Fixed Account. If coverage
beyond maturity is elected, we will continue to credit interest to the Total
Account Value of this Policy. Monthly Deductions will be calculated with a Cost
of Insurance rate equal to zero (this provision is not available in New York).

At this time, uncertainties exist regarding the tax treatment of the
Policy should it continue beyond the Maturity Date. You should therefore
consult with your tax advisor prior to making this election. (See "Tax
Matters.")

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.

28
<PAGE>
Nonparticipation
   
The Policy is not entitled to share in the divisible surplus of the Company.
No dividends are payable.
    

ILLUSTRATIONS OF DEATH BENEFIT, TOTAL ACCOUNT VALUES AND CASH SURRENDER VALUES

The tables on the following pages illustrate how the Death Benefit, Total
Account Values, and Cash Surrender Values of a Policy change with the investment
experience of the Funds. The tables show how the Death Benefit, Total Account
Values, and Cash Surrender Values of a Policy issued to an insured of a given
age and a given premium would vary over time if the investment return on the
assets held in each Fund were a uniform, gross, annual rate of 0%, 6%, and 12%,
respectively.

Tables I through IV illustrate Policies issued to males, age 45, in the
preferred nonsmoker rate class and Policies issued on a unisex basis according
to the Special Plans section of this Prospectus for both males and females, age
45, in the preferred nonsmoker rate class. Tables V through VIII illustrate
Policies issued on a unisex basis, age 45, in the preferred nonsmoker rate class
for contracts issued in states where unisex rates are required. The Death
Benefit, Total Account Values, and Cash Surrender Values would be different from
those shown if the gross annual investment rates of return averaged 0%, 6%, and
12%, respectively, over a period of years, but fluctuated above and below those
averages for individual Policy Years.

The second column of each table shows the accumulated values of the premiums
paid at an assumed interest rate of 5%. The third through fifth columns
illustrate the Death Benefitof a Policy over the designated period. The sixth
through eighth columns illustrate the Total Account Values, while the ninth
through the eleventh columns illustrate the Cash Surrender Values of each Policy
over the designated period. Tables I, II, V and VI assume that the maximum Cost
of Insurance allowable under the Policy are charged in all Policy Years. These
tables also assume that the maximum allowable mortality and expense risk charge
of 0.90% on an annual basis, the maximum allowable administrative expense charge
of 0.50% on an annual basis, and the maximum allowable premium load of 6% are
assessed in each Policy Year. Tables III, IV, VII and VIII assume that the
current scale of Cost of Insurance Rates applies during all Policy Years. These
tables also assume that the current mortality and expense risk charge of 0.70%
on an annual basis, the current administrative expense charge of 0.30% on an
annual basis, and the current premium load of 3.5% are assessed.

The amounts shown for Death Benefit, Cash Surrender Values, and Total Account
Values reflect the fact that the net investment return is lower than the gross
return on the assets held in each Fund as a result of expenses paid by each Fund
and other charges levied by the Separate Account.

   
The investment advisory fees and other Fund expenses vary by Fund from 0.35%
to 1.37%. For the purposes of the illustrations, the advisory fees used for the
Aetna funds are the fees that will be effective beginning on August 1, 1996. A
weighted average has been used for the illustrations assuming that the
Policyowner has invested in the Funds as follows: 30% in Aetna Variable Fund; 3%
in Aetna Income Shares; 12% in Aetna Variable Encore Fund; 3% in Aetna
Investment Advisers Fund; 2% in the Aetna Ascent Variable Portfolio; 2% in the
Aetna Crossroads Variable Portfolio; 2% in the Aetna Legacy Variable Portfolio;
7% in the Alger American Small Cap Portfolio; 3% in Fidelity's Contrafund
Portfolio; 3% in Fidelity's Equity-Income Portfolio; 3% in Janus Aspen Growth
Portfolio; 5% in Janus Aspen Aggressive Growth Portfolio; 3% in Janus Aspen
Worldwide Growth Portfolio; 1% in Janus Aspen Balanced Portfolio; 1% in Janus
Aspen Short-Term Bond Portfolio; 10% in the Scudder International Portfolio; and
10% in TCI Growth. 
    

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 Cash Surrender Values illustrated.

The tables illustrate the Policy Values that would result based upon the
hypothetical investment rates of return if premiums were paid as indicated, if
all Net Premiums are allocated to Variable Life Account B and if no Policy loans
have been made. The tables are also based on the assumptions that the Policy
Owner has not requested an increase or decrease in the Specified Amount of the
Policy, and no partial surrenders have been made.

Upon request, we will provide an illustration based upon the proposed
Insured's age, sex of Insured (if necessary), and underwriting classification,
the Specified Amount or premium requested, the proposed frequency of premium
payments and any available riders requested. A fee of $25 is charged for each
such illustration.

   
The hypothetical gross annual investment return assumed in such an
illustration will not exceed 12%.
    
                                                                              29
<PAGE>

                            AetnaVest Plus Policy

                                   Table I
              FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY(1)
              MALE ISSUE AGE 45-UNISEX FOR SPECIAL PLAN POLICIES
         $6,720.00 ANNUAL GUARANTEED DEATH BENEFIT PREMIUM TO AGE 80
                           PREFERRED NONSMOKER RISK
                             FACE AMOUNT $500,000
                            DEATH BENEFIT OPTION 1
   
<TABLE>
<CAPTION>
                 Premiums
               Accumulated            Death Benefit
                    at           Gross Annual Investment
                    5%                  Return of
                 Interest    -------------------------------
Policy Year      Per Year    Gross 0%   Gross 6%   Gross 12%
- ------------   -----------   -------------------------------
<S>               <C>         <C>        <C>        <C>
 1                  6720      500000     500000      500000
 2                 13776      500000     500000      500000
 3                 21185      500000     500000      500000
 4                 28964      500000     500000      500000
 5                 37132      500000     500000      500000

 6                 45709      500000     500000      500000
 7                 54714      500000     500000      500000
 8                 64170      500000     500000      500000
 9                 74099      500000     500000      500000
10                 84523      500000     500000      500000

15                145008      500000     500000      500000
20                222203      500000     500000      500000
25                320726      500000     500000      500000
30                446469      500000     500000      658865

20 (Age 65)       222203      500000     500000      500000
</TABLE>

<TABLE>
<CAPTION>
                      Total Account Value               Cash Surrender Value
                  Annual Investment Return of       Annual Investment Return of
                -------------------------------   -------------------------------
Policy Year     Gross 0%   Gross 6%   Gross 12%   Gross 0%   Gross 6%   Gross 12%
- -----------     -------------------------------   -------------------------------
<S>              <C>        <C>        <C>         <C>        <C>        <C>
 1                4328       4647        4967        656        975        1295
 2                8602       9515       10468       4930       5843        6796
 3               12662      14446       16387       8990      10774       12715
 4               16503      19438       22760      12831      15766       19088
 5               20113      24475       29620      16441      20803       25948

 6               23490      29554       37011      20155      26219       33676
 7               26606      34648       44961      23638      31680       41993
 8               29436      39728       53504      26835      37127       50903
 9               31960      44773       62682      29726      42539       60448
10               34144      49743       72534      32277      47876       70667

15               39092      72466      134172      39061      72435      134141
20               30179      87228      225284      30179      87228      225284
25                   0      82205      368926          0      82205      368926
30                   0      31446      615762          0      31446      615762

20 (Age 65)      30179      87228      225284      30179      87228      225284
</TABLE>
    
   
(1) Assumes no Policy loan has been made. Guaranteed cost of insurance rates
    assumed. Maximum mortality and expense risk charges, administrative charges,
    and premium load assumed.
    
If premiums are paid more frequently than annually, the Death Benefits, Total
Account Values, and Cash 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 Policy Owner's allocations, and the Fund's rates of return. The
Total Account Value and Cash 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. 
    
30
<PAGE>

                            AetnaVest Plus Policy

                                   Table II
              FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY(1)
              MALE ISSUE AGE 45-UNISEX FOR SPECIAL PLAN POLICIES
                        $4,080.00 ANNUAL BASIC PREMIUM
                           PREFERRED NONSMOKER RISK
                             FACE AMOUNT $500,000
                            DEATH BENEFIT OPTION 1

   
<TABLE>
<CAPTION>
                 Premiums
               Accumulated            Death Benefit
                    at           Gross Annual Investment
                    5%                  Return of
                 Interest    -------------------------------
Policy Year      Per Year    Gross 0%   Gross 6%   Gross 12%
- -----------    -----------   -------------------------------
<S>              <C>         <C>        <C>        <C>
 1                 4080      500000     500000      500000
 2                 8364      500000     500000      500000
 3                12862      500000     500000      500000
 4                17585      500000     500000      500000
 5                22545      500000     500000      500000

 6                27752      500000     500000      500000
 7                33219      500000     500000      500000
 8                38960      500000     500000      500000
 9                44988      500000     500000      500000
10                51318      500000     500000      500000

15                88041      500000     500000      500000
20               134909           0     500000      500000
25               194727           0          0      500000
30               271070           0          0           0

20 (Age 65)      134909           0     500000      500000
</TABLE>

<TABLE>
<CAPTION>
                      Total Account Value               Cash Surrender Value
                  Annual Investment Return of       Annual Investment Return of
                -------------------------------   -------------------------------
Policy Year     Gross 0%   Gross 6%   Gross 12%   Gross 0%   Gross 6%   Gross 12%
- -----------     -------------------------------   -------------------------------
<S>              <C>        <C>        <C>         <C>        <C>         <C>
 1                1891       2061       2231          0           0           0
 2                3770       4231       4714         98         559        1042
 3                5476       6349       7303       1804        2677        3631
 4                7001       8401       9999       3329        4729        6327
 5                8330      10369      12794       4658        6697        9122

 6                9458      12238      15692       6123        8903       12357
 7               10356      13972      18669       7388       11004       15701
 8               10994      15530      21701       8393       12929       19100
 9               11348      16879      24767       9114       14645       22533
10               11379      17965      27830       9512       16098       25963

15                5640      17769      41906       5609       17738       41875
20                   0       1019      47967          0        1019       47967
25                   0          0      27199          0           0       27199
30                   0          0          0          0           0           0

20 (Age 65)          0       1019      47967          0        1019       47967
</TABLE>
    
   
(1) Assumes no Policy loan has been made. Guaranteed cost of insurance rates
    assumed. Maximum mortality and expense risk charges, administrative charges,
    and premium load assumed.
    

If premiums are paid more frequently than annually, the Death Benefits, Total
Account Values, and Cash 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 Policy Owner's allocations, and the Fund's rates of return.
   
The Total Account Value and Cash 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. 
    

                                                                              31
<PAGE>


                            AetnaVest Plus Policy

                                  Table III
              FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY(1)
              MALE ISSUE AGE 45-UNISEX FOR SPECIAL PLAN POLICIES
         $6,720.00 ANNUAL GUARANTEED DEATH BENEFIT PREMIUM TO AGE 80
                           PREFERRED NONSMOKER RISK
                             FACE AMOUNT $500,000
                            DEATH BENEFIT OPTION 1
   
<TABLE>
<CAPTION>
                 Premiums
               Accumulated            Death Benefit
                    at           Gross Annual Investment
                    5%                  Return of
                 Interest    -------------------------------
Policy Year      Per Year    Gross 0%   Gross 6%   Gross 12%
- -----------    -----------   -------------------------------
<S>              <C>         <C>        <C>         <C>
 1                 6720      500000     500000      500000
 2                13776      500000     500000      500000
 3                21185      500000     500000      500000
 4                28964      500000     500000      500000
 5                37132      500000     500000      500000

 6                45709      500000     500000      500000
 7                54714      500000     500000      500000
 8                64170      500000     500000      500000
 9                74099      500000     500000      500000
10                84523      500000     500000      500000

15               145008      500000     500000      500000
20               222203      500000     500000      500000
25               320726      500000     500000      618904
30               446469      500000     500000      967834

20 (Age 65)      222203      500000     500000      500000
</TABLE>

<TABLE>
<CAPTION>
                      Total Account Value               Cash Surrender Value
                  Annual Investment Return of       Annual Investment Return of
                -------------------------------   -------------------------------
Policy Year     Gross 0%   Gross 6%   Gross 12%   Gross 0%   Gross 6%   Gross 12%
- -----------     -------------------------------   -------------------------------
<S>              <C>       <C>         <C>         <C>        <C>        <C>
 1                4906       5247        5590       1234       1575        1918
 2                9810      10806       11845       6138       7134        8173
 3               14554      16527       18668      10882      12855       14996
 4               19113      22389       26091      15441      18717       22419
 5               23463      28374       34152      19791      24702       30480

 6               27579      34460       42891      24244      31125       39556
 7               31478      40666       52401      28510      37698       49433
 8               35174      47010       62778      32573      44409       60177
 9               38677      53511       74130      36443      51277       71896
10               41982      60169       86558      40115      58302       84691

15               55873      96493      170085      55842      96462      170054
20               63456     137122      306095      63456     137122      306095
25               62041     181655      533538      62041     181655      533538
30               44985     228409      904517      44985     228409      904517

20 (Age 65)      63456     137122      306095      63456     137122      306095
</TABLE>
    
   
(1) Assumes no Policy loan has been made. Current cost of insurance rates
    assumed. Current mortality and expense risk charges, administrative charges,
    and premium load assumed.
    

If premiums are paid more frequently than annually, the Death Benefits, Total
Account Values, and Cash 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 Policy Owner's allocations, and the Fund's rates of return. The
Total Account Value and Cash 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.

32
<PAGE>
                             AetnaVest Plus Policy

                                   Table IV
              FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY(1)
              MALE ISSUE AGE 45-UNISEX FOR SPECIAL PLAN POLICIES
                        $4,080.00 ANNUAL BASIC PREMIUM
                           PREFERRED NONSMOKER RISK
                             FACE AMOUNT $500,000
                            DEATH BENEFIT OPTION 1
   
<TABLE>
<CAPTION>
                 Premiums
               Accumulated            Death Benefit
                    at           Gross Annual Investment
                    5%                  Return of
                 Interest    -------------------------------
Policy Year      Per Year    Gross 0%   Gross 6%   Gross 12%
- -----------    ------------  -------------------------------
<S>              <C>         <C>        <C>         <C>
 1                 4080      500000     500000      500000
 2                 8364      500000     500000      500000
 3                12862      500000     500000      500000
 4                17585      500000     500000      500000
 5                22545      500000     500000      500000

 6                27752      500000     500000      500000
 7                33219      500000     500000      500000
 8                38960      500000     500000      500000
 9                44988      500000     500000      500000
10                51318      500000     500000      500000

15                88041      500000     500000      500000
20               134909      500000     500000      500000
25               194727      500000     500000      500000
30               271070           0     500000      500000

20 (Age 65)      134909      500000     500000      500000
</TABLE>

<TABLE>
<CAPTION>
                      Total Account Value               Cash Surrender Value
                  Annual Investment Return of       Annual Investment Return of
                -------------------------------   -------------------------------
Policy Year     Gross 0%   Gross 6%   Gross 12%   Gross 0%   Gross 6%   Gross 12%
- -----------     -------------------------------   -------------------------------
<S>              <C>        <C>        <C>         <C>        <C>        <C>
 1                2395       2584        2773          0          0           0
 2                4826       5358        5914       1154       1686        2242
 3                7130       8164        9290       3458       4492        5618
 4                9282      10977       12898       5610       7305        9226
 5               11256      13767       16734       7584      10095       13062

 6               13023      16502       20789       9688      13167       17454
 7               14599      19194       25105      11631      16226       22137
 8               15995      21850       29717      13394      19249       27116
 9               17222      24478       34672      14988      22244       32438
10               18270      27066       39995      16403      25199       38128

15               21132      39654       74185      21101      39623       74154
20               17752      49027      124946      17752      49027      124946
25                4769      50747      202401       4769      50747      202401
30                   0      34557      325994          0      34557      325994

20 (Age 65)      17752      49027      124946      17752      49027      124946
</TABLE>
    
   
(1) Assumes no Policy loan has been made. Current cost of insurance rates
    assumed. Current mortality and risk charges, administrative charges, and
    premium load assumed.
    

If premiums are paid more frequently than annually, the Death Benefits, Total
Account Values, and Cash 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 Policy Owner's allocations, and the Fund's rates of return. The
Total Account Value and Cash 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.

                                                                            33
<PAGE>
                             AetnaVest Plus Policy

                                   Table V
              FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY(1)
                             UNISEX ISSUE AGE 45
         $6,360.00 ANNUAL GUARANTEED DEATH BENEFIT PREMIUM TO AGE 80
                           PREFERRED NONSMOKER RISK
                             FACE AMOUNT $500,000
                            DEATH BENEFIT OPTION 1
   
<TABLE>
<CAPTION>
                 Premiums
               Accumulated            Death Benefit
                    at           Gross Annual Investment
                    5%                  Return of
                 Interest    -------------------------------
Policy Year      Per Year    Gross 0%   Gross 6%   Gross 12%
- -----------    -----------   -------------------------------
<S>              <C>         <C>        <C>         <C>
 1                 6360      500000     500000      500000
 2                13038      500000     500000      500000
 3                20050      500000     500000      500000
 4                27412      500000     500000      500000
 5                35143      500000     500000      500000

 6                43260      500000     500000      500000
 7                51783      500000     500000      500000
 8                60732      500000     500000      500000
 9                70129      500000     500000      500000
10                79995      500000     500000      500000

15               137240      500000     500000      500000
20               210299      500000     500000      500000
25               303544      500000     500000      500000
30               422551      500000     500000      604071

20 (Age 65)      210299      500000     500000      500000
</TABLE>

<TABLE>
<CAPTION>
                      Total Account Value               Cash Surrender Value
                  Annual Investment Return of       Annual Investment Return of
                -------------------------------   -------------------------------
Policy Year     Gross 0%   Gross 6%   Gross 12%   Gross 0%   Gross 6%   Gross 12%
- -----------     -------------------------------   -------------------------------
<S>              <C>        <C>         <C>        <C>        <C>        <C>
 1                4025       4325        4625        515        815        1115
 2                8011       8866        9759       4501       5356        6249
 3               11796      13466       15282       8286       9956       11772
 4               15368      18111       21219      11858      14601       17709
 5               18726      22801       27610      15216      19291       24100

 6               21863      27526       34491      18675      24338       31303
 7               24751      32257       41886      21914      29420       39049
 8               27374      36975       49830      24888      34489       47344
 9               29707      41653       58357      27572      39518       56222
10               31718      46255       67501      29934      44471       65717

15               36316      67322      124672      36287      67293      124643
20               28372      81171      208864      28372      81171      208864
25                   0      76714      339596          0      76714      339596
30                   0      30973      564553          0      30973      564553

20 (Age 65)      28372      81171      208864      28372      81171      208864
</TABLE>
    
   
(1) Assumes no Policy loan has been made. Guaranteed cost of insurance rates
    assumed. Maximum mortality and expense risk charges, administrative charges,
    and premium load assumed.
    

If premiums are paid more frequently than annually, the Death Benefits, Total
Account Values, and Cash 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 Policy Owner's allocations, and the Fund's rates of return. The
Total Account Value and Cash 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.

34
<PAGE>
                             AetnaVest Plus Policy

                                   Table VI
              FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY(1)
                             UNISEX ISSUE AGE 45
                        $3,900.00 ANNUAL BASIC PREMIUM
                           PREFERRED NONSMOKER RISK
                             FACE AMOUNT $500,000
                            DEATH BENEFIT OPTION 1
   
<TABLE>
<CAPTION>
                 Premiums
               Accumulated            Death Benefit
                    at           Gross Annual Investment
                    5%                  Return of
                 Interest    -------------------------------
Policy Year      Per Year    Gross 0%   Gross 6%   Gross 12%
- -----------    -----------   -------------------------------
<S>              <C>         <C>        <C>         <C>
 1                 3900      500000     500000      500000
 2                 7995      500000     500000      500000
 3                12295      500000     500000      500000
 4                16809      500000     500000      500000
 5                21550      500000     500000      500000

 6                26527      500000     500000      500000
 7                31754      500000     500000      500000
 8                37242      500000     500000      500000
 9                43004      500000     500000      500000
10                49054      500000     500000      500000

15                84156      500000     500000      500000
20               128957           0     500000      500000
25               186136           0          0      500000
30               259112           0          0           0

20 (Age 65)      128957           0     500000      500000
</TABLE>

<TABLE>
<CAPTION>
                      Total Account Value               Cash Surrender Value
                  Annual Investment Return of       Annual Investment Return of
                -------------------------------   -------------------------------
Policy Year     Gross 0%   Gross 6%   Gross 12%   Gross 0%   Gross 6%   Gross 12%
- -----------     -------------------------------   -------------------------------
<S>              <C>        <C>        <C>         <C>        <C>         <C>
 1                1754       1915       2076          0           0           0
 2                3509       3943       4398          0         433         888
 3                5101       5922       6819       1591        2412        3309
 4                6515       7830       9330       3005        4320        5820
 5                7750       9661      11937       4240        6151        8427

 6                8794      11397      14635       5606        8209       11447
 7                9618      13001      17400       6781       10164       14563
 8               10201      14443      20217       7715       11957       17731
 9               10516      15684      23059       8381       13549       20924
10               10527      16676      25893       8743       14892       24109

15                5235      16514      38983       5206       16485       38954
20                   0       1471      45024          0        1471       45024
25                   0          0      26846          0           0       26846
30                   0          0          0          0           0           0

20 (Age 65)          0       1471      45024          0        1471       45024
</TABLE>
    
   
(1) Assumes no Policy loan has been made. Guaranteed cost of insurance rates
    assumed. Maximum mortality and expense risk charges, administrative charges,
    and premium load assumed.
    

If premiums are paid more frequently than annually, the Death Benefits, Total
Account Values, and Cash 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 Policy Owner's allocations, and the Fund's rates of return. The
Total Account Value and Cash 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.

                                                                            35
<PAGE>
                             AetnaVest Plus Policy

                                  Table VII
              FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY(1)
                             UNISEX ISSUE AGE 45
         $6,360.00 ANNUAL GUARANTEED DEATH BENEFIT PREMIUM TO AGE 80
                           PREFERRED NONSMOKER RISK
                             FACE AMOUNT $500,000
                            DEATH BENEFIT OPTION 1
   
<TABLE>
<CAPTION>
                 Premiums
               Accumulated            Death Benefit
                    at           Gross Annual Investment
                    5%                  Return of
                 Interest    -------------------------------
Policy Year      Per Year    Gross 0%   Gross 6%   Gross 12%
- -----------    -----------   -------------------------------
<S>              <C>         <C>        <C>         <C>
 1                 6360      500000     500000      500000
 2                13038      500000     500000      500000
 3                20050      500000     500000      500000
 4                27412      500000     500000      500000
 5                35143      500000     500000      500000

 6                43260      500000     500000      500000
 7                51783      500000     500000      500000
 8                60732      500000     500000      500000
 9                70129      500000     500000      500000
10                79995      500000     500000      500000

15               137240      500000     500000      500000
20               210299      500000     500000      500000
25               303544      500000     500000      582399
30               422551      500000     500000      911562

20 (Age 65)      210299      500000     500000      500000
</TABLE>

<TABLE>
<CAPTION>
                      Total Account Value               Cash Surrender Value
                  Annual Investment Return of       Annual Investment Return of
                -------------------------------   -------------------------------
Policy Year     Gross 0%   Gross 6%   Gross 12%   Gross 0%   Gross 6%   Gross 12%
- -----------     -------------------------------   -------------------------------
<S>              <C>       <C>         <C>         <C>       <C>         <C>
 1                4593       4915        5237       1083       1405        1727
 2                9191      10128       11105       5681       6618        7595
 3               13645      15499       17511      10135      11989       14001
 4               17930      21009       24486      14420      17499       20976
 5               22032      26645       32072      18522      23135       28562

 6               25921      32385       40306      22733      29197       37118
 7               29618      38250       49275      26781      35413       46438
 8               33128      44251       59065      30642      41765       56579
 9               36468      50411       69784      34333      48276       67649
10               39630      56727       81525      37846      54943       79741

15               52999      91223      160376      52970      91194      160347
20               60534     129853      288424      60534     129853      288424
25               59385     171806      502068      59385     171806      502068
30               43472     215177      851927      43472     215177      851927

20 (Age 65)      60534     129853      288424      60534     129853      288424
</TABLE>
    
   
(1) Assumes no Policy loan has been made. Current cost of insurance rates
    assumed. Current mortality and expense risk charges, administrative charges,
    and premium load assumed.
    

If premiums are paid more frequently than annually, the Death Benefits, Total
Account Values, and Cash 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 Policy Owner's allocations, and the Fund's rates of return. The
Total Account Value and Cash 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.

36
<PAGE>
                             AetnaVest Plus Policy

                                  Table VIII
              FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY(1)
                             UNISEX ISSUE AGE 45
                        $3,900.00 ANNUAL BASIC PREMIUM
                           PREFERRED NONSMOKER RISK
                             FACE AMOUNT $500,000
                            DEATH BENEFIT OPTION 1
   
<TABLE>
<CAPTION>
                 Premiums
               Accumulated            Death Benefit
                    at           Gross Annual Investment
                    5%                  Return of
                 Interest    -------------------------------
Policy Year      Per Year    Gross 0%   Gross 6%   Gross 12%
- -----------    -----------   -------------------------------
<S>              <C>         <C>        <C>         <C>
 1                 3900      500000     500000      500000
 2                 7995      500000     500000      500000
 3                12295      500000     500000      500000
 4                16809      500000     500000      500000
 5                21550      500000     500000      500000

 6                26527      500000     500000      500000
 7                31754      500000     500000      500000
 8                37242      500000     500000      500000
 9                43004      500000     500000      500000
10                49054      500000     500000      500000

15                84156      500000     500000      500000
20               128957      500000     500000      500000
25               186136      500000     500000      500000
30               259112           0     500000      500000

20 (Age 65)      128957      500000     500000      500000
</TABLE>

<TABLE>
<CAPTION>
                      Total Account Value               Cash Surrender Value
                  Annual Investment Return of       Annual Investment Return of
                -------------------------------   -------------------------------
Policy Year     Gross 0%   Gross 6%   Gross 12%   Gross 0%   Gross 6%   Gross 12%
- -----------     -------------------------------   -------------------------------
<S>              <C>        <C>        <C>         <C>        <C>        <C>
 1                2254       2433        2613          0          0           0
 2                4548       5051        5578       1038       1541        2068
 3                6729       7708        8774       3219       4198        5264
 4                8772      10376       12196       5262       6866        8686
 5               10661      13038       15848       7151       9528       12338

 6               12365      15660       19721       9177      12472       16533
 7               13900      18256       23858      11063      15419       21021
 8               15272      20827       28288      12786      18341       25802
 9               16498      23389       33062      14363      21254       30927
10               17565      25927       38203      15781      24143       36419

15               20721      38430       71324      20692      38401       71295
20               18173      48257      120732      18173      48257      120732
25                6456      50990      195880       6456      50990      195880
30                   0      37273      315147          0      37273      315147

20 (Age 65)      18173      48257      120732      18173      48257      120732
</TABLE>
    
   
(1) Assumes no Policy loan has been made. Current cost of insurance rates
    assumed. Current mortality and expense risk charges, administrative charges,
    and premium load assumed.
    

If premiums are paid more frequently than annually, the Death Benefits, Total
Account Values, and Cash 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 Policy Owner's allocations, and the Fund's rates of return. The
Total Account Value and Cash 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.

                                                                            37
<PAGE>
                              FINANCIAL STATEMENTS
                            VARIABLE LIFE ACCOUNT B

                                     Index

<TABLE>
<CAPTION>
<S>                                                                                              <C>
Statement of Assets and Liabilities--March 31, 1996 (Unaudited)                                   S-2
Statement of Operations--Three Month Period Ended March 31, 1996 (Unaudited)                      S-5
Statements of Changes in Net Assets--Three Months Ended March 31, 1996 (Unaudited) and Year
  Ended December 31, 1995                                                                         S-6
Notes to Financial Statements (Unaudited)                                                         S-7
Independent Auditors' Report                                                                      S-9
Statement of Assets and Liabilities--December 31, 1995                                           S-10
Statement of Operations--Year Ended December 31, 1995                                            S-13
Statements of Changes in Net Assets--Years Ended December 31, 1995 and 1994                      S-14
Notes to Financial Statements                                                                    S-15
</TABLE>

                                       S-1
<PAGE>
Variable Life Account B
Statement of Assets and Liabilities--March 31, 1996 (Unaudited)

<TABLE>
<CAPTION>
<S>                                                                                           <C>
ASSETS:
Investments, at net asset value: (Note 1)
 Aetna Variable Fund; 2,467,158 shares at $30.77 per share (cost $71,754,094)                 $ 75,925,713
 Aetna Income Shares; 924,931 shares at $12.80 per share (cost $11,848,313)                     11,842,332
 Aetna Variable Encore Fund; 407,333 shares at $13.47 per share (cost $5,308,191)                5,487,776
 Aetna Investment Advisers Fund, Inc.; 817,516 shares at $14.87 per share (cost
  $10,896,769)                                                                                  12,155,981
 Alger American Fund--Alger American Small Capitalization Portfolio; 172,781 shares at
  $40.87 per share (cost $6,331,268)                                                             7,061,577
 Fidelity Investments Variable Insurance Products Fund:
  Equity-Income Portfolio; 86,791 shares at $19.20 per share (cost $1,651,470)                   1,666,395
  Growth Portfolio; 50,994 shares at $28.61 per share (cost $1,514,593)                          1,458,950
  Overseas Portfolio; 34,096 shares at $17.26 per share (cost $559,505)                            588,494
 Fidelity Investments Variable Insurance Products Fund II:
  Asset Manager Portfolio; 130,336 shares at $15.21 per share (cost $1,969,788)                  1,982,408
  Contrafund Portfolio; 113,588 shares at $14.26 per share (cost $1,562,790)                     1,619,768
 Janus Aspen Series:
  Aggressive Growth Portfolio; 230,297 shares at $18.70 per share (cost $3,607,738)              4,306,556
  Balanced Portfolio; 159,805 shares at $13.55 per share (cost $2,084,064)                       2,165,357
  Growth Portfolio; 219,229 shares at $14.58 per share (cost $2,795,446)                         3,196,358
  Short-Term Bond Portfolio; 35,353 shares at $10.00 per share (cost $349,724)                     353,526
  Worldwide Growth Portfolio; 145,028 shares at $16.62 per share (cost $2,048,610)               2,410,364
 Scudder Variable Life Investment Fund--International Portfolio; 638,445 shares at $12.09
  per share (cost $7,135,942)                                                                    7,718,801
 TCI Portfolios, Inc.--TCI Growth; 518,429 shares at $12.04 per share (cost $5,285,516)          6,241,887
                                                                                              ------------
NET ASSETS                                                                                    $146,182,243
                                                                                              ============
</TABLE>
Net assets represented by:

<TABLE>
<CAPTION>
                                                                        Accumulation
                                                                            Unit
Policyholders' account values:                                Units         Value
                                                           -----------   -----------
<S>                                                        <C>              <C>         <C>
Aetna Variable Fund:
 AetnaVest                                                  1,595,062.3     $29.954     $47,777,753
 AetnaVest II                                                 774,062.0      16.726      12,947,337
 AetnaVest Plus                                               998,417.0      14.053      14,030,849
 Corporate Specialty Market                                    92,142.8      12.695       1,169,774
Aetna Income Shares:
 AetnaVest                                                    293,192.0      20.928       6,136,014
 AetnaVest II                                                  87,325.2      14.071       1,228,739
 AetnaVest Plus                                               115,930.9      11.267       1,306,250
 Corporate Specialty Market                                   291,606.5      10.875       3,171,329


                                      S-2
<PAGE>
                                                                        Accumulation
                                                                            Unit
Policyholders' account values:                                Units         Value
                                                           -----------   -----------
Aetna Variable Encore Fund:
 AetnaVest                                                   200,179.5      $16.060      $3,214,875
 AetnaVest II                                                 10,560.9       11.739         123,976
 AetnaVest Plus                                               88,112.2       11.033         972,120
 Corporate Specialty Market                                  111,493.2       10.555       1,176,805
Aetna Investment Advisers Fund, Inc.: 
 AetnaVest                                                   114,756.9       15.740       1,806,290
 AetnaVest II                                                229,085.2       15.915       3,646,002
 AetnaVest Plus                                              384,450.3       13.347       5,131,406
 Corporate Specialty Market                                  135,310.5       11.620       1,572,283
Alger American Fund--Alger American
 Small Capitalization Portfolio:
 AetnaVest                                                    67,956.4       16.098       1,093,995
 AetnaVest II                                                 45,569.5       16.100         733,667
 AetnaVest Plus                                              182,354.1       16.091       2,934,300
 Corporate Specialty Market                                  173,686.5       13.240       2,299,615
Fidelity Investments Variable Insurance Products Fund:
 Equity-Income Portfolio:
 Corporate Specialty Market                                  144,783.0       11.510       1,666,395
 Growth Portfolio:
 Corporate Specialty Market                                  140,028.4       10.419       1,458,950
 Overseas Portfolio:
 Corporate Specialty Market                                   56,713.0       10.377         588,494
Fidelity Investments Variable Insurance Products Fund II:
 Asset Manager Portfolio:
 Corporate Specialty Market                                  182,159.0       10.883       1,982,408
 Contrafund Portfolio:
 Corporate Specialty Market                                  150,594.8       10.756       1,619,768
Janus Aspen Series:
 Aggressive Growth Portfolio:
 AetnaVest                                                    44,341.1       16.507         731,925
 AetnaVest II                                                 32,308.6       16.507         533,308
 AetnaVest Plus                                              133,290.2       16.507       2,200,190
 Corporate Specialty Market                                   67,915.0       12.385         841,133
 Balanced Portfolio:
 AetnaVest                                                     6,564.3       12.595          82,678
 AetnaVest II                                                  2,834.5       12.693          35,980
 AetnaVest Plus                                               51,133.8       12.589         643,741
 Corporate Specialty Market                                  127,076.1       11.040       1,402,958


                                       S-3
<PAGE>
                                                                        Accumulation
                                                                            Unit
Policyholders' account values:                                Units         Value
                                                           -----------   -----------
 Growth Portfolio:
 AetnaVest                                                    26,102.4      $13.737     $    358,569
 AetnaVest II                                                 38,815.5       13.725          532,724
 AetnaVest Plus                                               74,124.0       11.279          836,024
 Corporate Specialty Market                                  107,189.1       13.705        1,469,041
 Short-Term Bond Portfolio:
 AetnaVest                                                     1,296.7       10.907           14,143
 AetnaVest II                                                 20,289.0       10.895          221,049
 AetnaVest Plus                                               10,739.7       10.866          116,692
 Corporate Specialty Market                                      162.4       10.114            1,642
 Worldwide Growth Portfolio:
 AetnaVest                                                    35,204.8       13.871          488,314
 AetnaVest II                                                 26,623.3       13.874          369,385
 AetnaVest Plus                                               91,702.5       13.857        1,270,741
 Corporate Specialty Market                                   24,710.9       11.409          281,924
Scudder Variable Life Investment Fund--International
 Portfolio:
 AetnaVest                                                   136,306.8       13.360        1,821,019
 AetnaVest II                                                 75,216.9       13.277          998,681
 AetnaVest Plus                                              318,410.2       13.203        4,204,079
 Corporate Specialty Market                                   62,821.5       11.063          695,022
TCI Portfolios, Inc.--TCI Growth:
 AetnaVest                                                    94,052.6       13.193        1,240,859
 AetnaVest II                                                 34,581.5       13.252          458,286
 AetnaVest Plus                                              302,971.3       13.072        3,960,295
 Corporate Specialty Market                                   48,720.2       11.955          582,447
                                                                                        ------------
                                                                                        $146,182,243
                                                                                        ============
</TABLE>
See Notes to Financial Statements.

                                      S-4
<PAGE>
Variable Life Account B

Statement of Operations--Three Month Period Ended March 31, 1996 (Unaudited)

<TABLE>
<CAPTION>
<S>                                                             <C>          <C>
INVESTMENT INCOME:
Dividends: (Notes 1 and 3)
 Fidelity Investments Variable Insurance Products Fund--
  Equity-Income Portfolio                                                    $   19,619
 Fidelity Investments Variable Insurance Products Fund--
  Growth Portfolio                                                               85,627
 Fidelity Investments Variable Insurance Products Fund--
  Overseas Portfolio                                                             14,172
 Fidelity Investments Variable Insurance Products Fund II--
  Asset Manager Portfolio                                                        62,788
 Fidelity Investments Variable Insurance Products Fund II--
  Contrafund Portfolio                                                           10,199
 Scudder Variable Life Investment Fund--International
  Portfolio                                                                     166,996
                                                                             ----------
  Total investment income                                                       359,401
Valuation period deductions (Note 2)                                           (216,034)
                                                                             ----------
Net investment income                                                           143,367
                                                                             ----------
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
Net realized gain on sales of investments: (Notes 1 and 4)
 Proceeds from sales                                            $3,428,998
 Cost of investments sold                                        3,005,963
                                                                ----------
  Net realized gain 423,035
Net unrealized gain on investments:
 Beginning of period                                             4,391,574
 End of period                                                   9,478,418
                                                                ----------
  Net unrealized gain                                                         5,086,844
                                                                             ----------
Net realized and unrealized gain on investments                               5,509,879
                                                                             ----------
Net increase in net assets resulting from operations                         $5,653,246
                                                                             ==========
</TABLE>
See Notes to Financial Statements.


                                       S-5
<PAGE>
Variable Life Account B

Statements of Changes in Net Assets

<TABLE>
<CAPTION>
                                                      Three Months
                                                          Ended           Year Ended
                                                     March 31, 1996      December 31,
                                                       (Unaudited)           1995
                                                     ---------------   ----------------
<S>                                                  <C>                 <C>
FROM OPERATIONS:
Net investment income                                 $    143,367       $ 11,815,436
Net realized and unrealized gain on investments          5,509,879         11,633,204
                                                     ---------------   ----------------
 Net increase in net assets resulting from
  operations                                             5,653,246         23,448,640
                                                     ---------------   ----------------
FROM UNIT TRANSACTIONS:
Variable life premium payments                          21,128,211         44,310,537
Sales charges deducted by the Company                     (632,971)        (1,381,985)
Premiums allocated to the fixed account                 (1,644,459)        (3,260,098)
                                                     ---------------   ----------------
 Net premiums allocated to the variable account         18,850,781         39,668,454
Transfers from the Company for monthly deductions       (3,306,575)       (11,297,188)
Redemptions by policyholders                            (1,152,122)        (3,238,332)
Transfers on account for policy loans                     (422,131)        (2,076,373)
Other                                                       43,265             41,863
                                                     ---------------   ----------------
 Net increase in net assets from unit
  transactions                                          14,013,218         23,098,424
                                                     ---------------   ----------------
Change in net assets                                    19,666,464         46,547,064
NET ASSETS:
Beginning of period                                    126,515,779         79,968,715
                                                     ---------------   ----------------
End of period                                         $146,182,243       $126,515,779
                                                     ===============   ================
</TABLE>
See Notes to Financial Statements.


                                      S-6
<PAGE>
Variable Life Account B

Notes to Financial Statements--March 31, 1996 (Unaudited)

1. Summary of Significant Accounting Policies

Variable Life Account B ("Account") is registered under the Investment Company
Act of 1940 as a unit investment trust. The Account is sold exclusively for use
with life insurance product contracts as defined under the Internal Revenue Code
of 1986, as amended.

The accompanying financial statements of the Account have been prepared in
accordance with generally accepted accounting principles.

a. Valuation of Investments

Investments in the following Funds are stated at the closing net asset value per
share as determined by each Fund on March 31, 1996

Aetna Variable Fund
Aetna Income Shares
Aetna Variable Encore Fund
Aetna Investment Advisers Fund, Inc.
Alger American Fund--Alger American Small
 Capitalization Portfolio
Fidelity Investments Variable Insurance Products
 Fund--
(bullet) Equity-Income Portfolio
(bullet) Growth Portfolio
(bullet) Overseas Portfolio
Fidelity Investments Variable Insurance Products
 Fund II--
(bullet) Asset Manager Portfolio
(bullet) Contrafund Portfolio
Janus Aspen Series--
(bullet) Aggressive Growth Portfolio
(bullet) Balanced Portfolio
(bullet) Growth Portfolio
(bullet) Short-Term Bond Portfolio
(bullet) Worldwide Growth Portfolio
Scudder Variable Life Investment Fund--
 International Portfolio
TCI Portfolios, Inc.--TCI Growth

b. Other

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

c. Federal Income Taxes

The operations of the Account form a part of, and are taxed with, the total
operations of Aetna Life Insurance and Annuity Company ("Company") which is
taxed as a life insurance company under the Internal Revenue Code of 1986, as
amended.

2. Valuation Period Deductions

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

                                       S-7
<PAGE>
Variable Life Account B

Notes to Financial Statements--March 31, 1996 (Unaudited) (continued)

3. Dividend Distributions

On an annual basis the Funds distribute substantially all of their taxable
income and realized capital gains to their shareholders. Distributions paid to
the Account are automatically reinvested in shares of the Funds. The Account's
proportionate share of each Fund's undistributed net investment income and
accumulated net realized gain on investments is included in net unrealized gain
on investments in the Statement of Operations.

4. Purchases and Sales of Investments

The cost of purchases and proceeds from sales of investments other than
short-term investments for the three month period ended March 31, 1996
aggregated $17,583,396 and $3,428,998, respectively.

5. Estimates

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


                                      S-8
<PAGE>
                          Independent Auditors' Report

The Board of Directors of Aetna Life Insurance and Annuity Company and
  Policyholders of Variable Life Account B:

We have audited the accompanying statement of assets and liabilities of Aetna
Life Insurance and Annuity Company Variable Life Account B (the "Account") as of
December 31, 1995, and the related statement of operations for the year then
ended, statements of changes in net assets for each of the years in the two-year
period then ended, and condensed financial information for the year ended
December 31, 1995. These financial statements and condensed financial
information are the responsibility of the Account's management. Our
responsibility is to express an opinion on these financial statements and
condensed financial information based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and condensed
financial information are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. Our procedures included confirmation of securities
owned as of December 31, 1995, by correspondence with the custodian. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements and condensed financial information
referred to above present fairly, in all material respects, the financial
position of the Aetna Life Insurance and Annuity Company Variable Life Account B
as of December 31, 1995, the results of its operations for the year then ended,
changes in its net assets for each of the years in the two-year period then
ended, and condensed financial information for the year ended December 31, 1995
in conformity with generally accepted accounting principles.

                                                         KPMG Peat Marwick LLP

Hartford, Connecticut
February 16, 1996

                                       S-9
<PAGE>
Variable Life Account B

Statement of Assets and Liabilities--December 31, 1995

<TABLE>
<CAPTION>
<S>                                                                                           <C>
ASSETS:
Investments, at net asset value: (Note 1)
 Aetna Variable Fund; 2,442,148 shares at $29.06 per share (cost $70,892,640)                 $ 70,958,031
 Aetna Income Shares; 773,062 shares at $13.00 per share (cost $9,861,889)                      10,051,167
 Aetna Variable Encore Fund; 415,129 shares at $13.30 per share (cost $5,381,253)                5,520,188
 Aetna Investment Advisers Fund, Inc.; 639,193 shares at $14.50 per share (cost
  $8,238,116)                                                                                    9,269,700
 Alger American Fund--Alger American Small Capitalization Portfolio; 133,920 shares at
  $39.41 per share (cost $4,681,829)                                                             5,277,779
 Fidelity Investments Variable Insurance Products Fund:
  Equity-Income Portfolio; 21,701 shares at $19.27 per share (cost $389,974)                       418,176
  Growth Portfolio; 41,047 shares at $29.20 per share (cost $1,234,770)                          1,198,559
  Overseas Portfolio; 34,006 shares at $17.05 per share (cost $557,879)                            579,802
 Fidelity Investments Variable Insurance Products Fund II:
  Asset Manager Portfolio; 60,778 shares at $15.79 per share (cost $912,255)                       959,690
  Contrafund Portfolio; 79,021 shares at $13.78 per share (cost $1,078,657)                      1,088,910
 Janus Aspen Series:
  Aggressive Growth Portfolio; 205,922 shares at $17.08 per share (cost $3,140,545)              3,517,151
  Balanced Portfolio; 46,943 shares at $13.03 per share (cost $551,081)                            611,670
  Growth Portfolio; 187,250 shares at $13.45 per share (cost $2,321,668)                         2,518,516
  Short-Term Bond Portfolio; 34,655 shares at $10.03 per share (cost $341,510)                     347,588
  Worldwide Growth Portfolio; 93,270 shares at $15.31 per share (cost $1,200,440)                1,427,963
 Scudder Variable Life Investment Fund--International Portfolio; 566,120 shares at $11.82
  per share (cost $6,260,081)                                                                    6,691,544
 TCI Portfolios, Inc.--TCI Growth; 504,092 shares at $12.06 per share (cost $5,079,618)          6,079,345
                                                                                              ------------
NET ASSETS                                                                                    $126,515,779
                                                                                              ============
</TABLE>

Net assets represented by:

<TABLE>
<CAPTION>
                                                                         Accumulation
                                                                             Unit
Policyholders' account values:                                 Units         Value
                                                            -----------   -----------
<S>                                                          <C>             <C>         <C>
Aetna Variable Fund:
 AetnaVest                                                   1,615,316.3     $28.351     $45,795,395
 AetnaVest II                                                  767,277.4      15.831      12,147,120
 AetnaVest Plus                                                900,446.3      13.301      11,976,945
 Corporate Specialty Market                                     86,433.0      12.016       1,038,571
Aetna Income Shares:
 AetnaVest                                                     291,207.2      21.305       6,204,271
 AetnaVest II                                                   82,916.4      14.324       1,187,723
 AetnaVest Plus                                                108,102.3      11.470       1,239,985
 Corporate Specialty Market                                    128,186.3      11.071       1,419,188

                                      S-10
<PAGE>
                                                                         Accumulation
                                                                             Unit
Policyholders' account values:                                 Units         Value
                                                            -----------   -----------
Aetna Variable Encore Fund:
 AetnaVest                                                    216,354.9      $15.891      $3,438,075
 AetnaVest II                                                  17,280.3       11.616         200,721
 AetnaVest Plus                                                69,086.7       10.917         754,192
 Corporate Specialty Market                                   107,929.6       10.444       1,127,200
Aetna Investment Advisers Fund, Inc.:
 AetnaVest                                                    114,498.0       15.390       1,762,081
 AetnaVest II                                                 223,977.3       15.561       3,485,324
 AetnaVest Plus                                               278,606.2       13.050       3,635,852
 Corporate Specialty Market                                    34,014.8       11.361         386,443
Alger American Fund--Alger American
 Small Capitalization Portfolio:
 AetnaVest                                                     66,765.4       15.562       1,039,005
 AetnaVest II                                                  39,259.9       15.563         611,019
 AetnaVest Plus                                               135,063.0       15.555       2,100,905
 Corporate Specialty Market                                   119,296.0       12.799       1,526,850
Fidelity Investments Variable Insurance Products Funds:
 Equity-Income Portfolio:
 Corporate Specialty Market                                    37,815.1       11.058         418,176
 Growth Portfolio:
 Corporate Specialty Market                                   120,931.6        9.911       1,198,559
 Overseas Portfolio:
 Corporate Specialty Market                                    57,811.4       10.029         579,802
Fidelity Investments Variable Insurance Products Funds II:
 Asset Manager Portfolio:
 Corporate Specialty Market                                    90,569.7       10.596         959,690
 Contrafund Portfolio:
 Corporate Specialty Market                                   105,491.7       10.322       1,088,910
Janus Aspen Series:
 Aggressive Growth Portfolio:
 AetnaVest                                                     44,764.1       15.114         676,573
 AetnaVest II                                                  30,158.9       15.114         455,826
 AetnaVest Plus                                               114,021.3       15.114       1,723,348
 Corporate Specialty Market                                    58,323.5       11.340         661,404
 Balanced Portfolio:
 AetnaVest                                                      6,403.1       12.142          77,745
 AetnaVest II                                                   4,014.0       12.237          49,117
 AetnaVest Plus                                                38,817.0       12.136         471,097
 Corporate Specialty Market                                     1,288.2       10.643          13,711

                                      S-11
<PAGE>

                                                                         Accumulation
                                                                             Unit
Policyholders' account values:                                 Units         Value
                                                            -----------   -----------
 Growth Portfolio:
 AetnaVest                                                     21,515.4      $12.704     $    273,328
 AetnaVest II                                                  37,270.8       12.692          473,053
 AetnaVest Plus                                                79,675.5       12.674        1,009,837
 Corporate Specialty Market                                    73,083.9       10.430          762,298
 Short-Term Bond Portfolio:
 AetnaVest                                                        887.8       10.967            9,736
 AetnaVest II                                                  23,124.1       10.955          253,322
 AetnaVest Plus                                                 7,737.1       10.925           84,530
 Worldwide Growth Portfolio:
 AetnaVest                                                     27,375.5       12.809          350,657
 AetnaVest II                                                  23,865.7       12.813          305,784
 AetnaVest Plus                                                60,290.6       12.797          771,522
Scudder Variable Life Investment Fund--International
 Portfolio:
 AetnaVest                                                    135,108.9       12.798        1,729,105
 AetnaVest II                                                  73,569.7       12.719          935,731
 AetnaVest Plus                                               280,624.9       12.648        3,549,365
 Corporate Specialty Market                                    45,040.2       10.598          477,343
TCI Portfolios, Inc.--TCI Growth:
 AetnaVest                                                     99,512.9       13.248        1,318,352
 AetnaVest II                                                  32,444.9       13.307          431,757
 AetnaVest Plus                                               284,645.5       13.126        3,736,206
 Corporate Specialty Market                                    49,400.2       12.005          593,030
                                                                                         ------------
                                                                                         $126,515,779
                                                                                         ============
</TABLE>

See Notes to Financial Statements.

                                      S-12
<PAGE>
Variable Life Account B

Statement of Operations--Year Ended December 31, 1995

<TABLE>
<CAPTION>
<S>                                                                   <C>           <C>
INVESTMENT INCOME:
Dividend distributions: (Notes 1 and 3)
 Aetna Variable Fund                                                                $11,632,771
 Aetna Income Shares                                                                    602,737
 Aetna Variable Encore Fund                                                               3,963
 Aetna Investment Advisers Fund, Inc                                                    582,871
 Fidelity Investments Variable Insurance Products Fund--
   Equity-Income Portfolio                                                                3,272
 Fidelity Investments Variable Insurance Products Fund
  II--Contrafund  Portfolio                                                              14,059
 Janus Aspen Series--Aggressive Growth Portfolio                                         32,796
 Janus Aspen Series--Balanced Portfolio                                                   7,676
 Janus Aspen Series--Growth Portfolio                                                    49,596
 Janus Aspen Series--Short-Term Bond Portfolio                                           17,025
 Janus Aspen Series--Worldwide Growth Portfolio                                           5,411
 Scudder Variable Life Investment Fund--International Portfolio                           9,378
 TCI Portfolios, Inc.--TCI Growth                                                         3,682
                                                                                    ------------
  Total investment income                                                            12,965,237
Valuation period deductions (Note 2)                                                 (1,149,801)
                                                                                    ------------
Net investment income                                                                11,815,436
                                                                                    ------------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain on sales of investments: (Notes 1 and 4)
 Proceeds from sales                                                  $28,828,178
 Cost of investments sold                                              25,993,679
                                                                      -----------
  Net realized gain 2,834,499
Net unrealized gain (loss) on investments:
 Beginning of year                                                     (4,407,131)
 End of year                                                            4,391,574
                                                                      -----------
  Net unrealized gain                                                                 8,798,705
                                                                                    ------------
Net realized and unrealized gain on investments                                      11,633,204
                                                                                    ------------
Net increase in net assets resulting from operations                                $23,448,640
                                                                                    ============
</TABLE>
See Notes to Financial Statements.

                                      S-13
<PAGE>
Variable Life Account B

Statements of Changes in Net Assets

<TABLE>
<CAPTION>
                                                                     Year Ended December 31,
                                                                       1995           1994
                                                                   ------------   ------------
<S>                                                                <C>            <C>
FROM OPERATIONS:
Net investment income                                              $ 11,815,436   $ 8,175,684
Net realized and unrealized gain (loss) on investments               11,633,204    (9,665,883)
                                                                   ------------   ------------
 Net increase (decrease) in net assets resulting from
  operations                                                         23,448,640    (1,490,199)
                                                                   ------------   ------------
FROM UNIT TRANSACTIONS:
Variable life premium payments                                       44,310,537    28,389,827
Sales charges deducted by the Company                                (1,381,985)     (913,534)
Premiums allocated to the fixed account                              (3,260,098)   (2,052,433)
                                                                   ------------   ------------
 Net premiums allocated to the variable account                      39,668,454    25,423,860
Transfers from the Company for monthly deductions                   (11,297,188)   (8,879,679)
Redemptions by policyholders                                         (3,238,332)   (3,575,365)
Transfers on account of policy loans                                 (2,076,373)     (785,448)
Other                                                                    41,863      (318,777)
                                                                   ------------   ------------
 Net increase in net assets from unit transactions                   23,098,424    11,864,591
                                                                   ------------   ------------
Change in net assets                                                 46,547,064    10,374,392
NET ASSETS:
Beginning of year                                                    79,968,715    69,594,323
                                                                   ------------   ------------
End of year                                                        $126,515,779   $79,968,715
                                                                   ============   ============
</TABLE>
See Notes to Financial Statements.

                                      S-14
<PAGE>
Variable Life Account B

Notes to Financial Statements--December 31, 1995

1. Summary of Significant Accounting Policies

Variable Life Account B ("Account") is registered under the Investment Company
Act of 1940 as a unit investment trust. The Account is sold exclusively for use
with life insurance product contracts as defined under the Internal Revenue Code
of 1986, as amended.

The accompanying financial statements of the Account have been prepared in
accordance with generally accepted accounting principles.

a. Valuation of Investments

Investments in the following Funds are stated at the closing net asset value per
share as determined by each Fund on December 31, 1995:

Aetna Variable Fund
Aetna Income Shares
Aetna Variable Encore Fund
Aetna Investment Advisers Fund, Inc.
Alger American Fund--Alger American Small
 Capitalization Portfolio
Fidelity Investments Variable Insurance Products
 Fund--
(bullet) Equity-Income Portfolio
(bullet) Growth Portfolio
(bullet) Overseas Portfolio
Fidelity Investments Variable Insurance Products
 Fund II--
(bullet) Asset Manager Portfolio
(bullet) Contrafund Portfolio
Janus Aspen Series--
(bullet) Aggressive Growth Portfolio
(bullet) Balanced Portfolio
(bullet) Growth Portfolio
(bullet) Short-Term Bond Portfolio
(bullet) Worldwide Growth Portfolio
Scudder Variable Life Investment Fund--
 International Portfolio
TCI Portfolios, Inc.--TCI Growth

b. Other

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

c. Federal Income Taxes

The operations of the Account form a part of, and are taxed with, the total
operations of Aetna Life Insurance and Annuity Company ("Company") which is
taxed as a life insurance company under the Internal Revenue Code of 1986, as
amended.

2. Valuation Period Deductions

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

                                      S-15
<PAGE>
Variable Life Account B

Notes to Financial Statements--December 31, 1995 (continued)

3. Dividend Distributions

On an annual basis the Funds distribute substantially all of their taxable
income and realized capital gains to their shareholders. Distributions paid to
the Account are automatically reinvested in shares of the Funds. The Account's
proportionate share of each Fund's undistributed net investment income and
accumulated net realized gain on investments is included in net unrealized gain
on investments in the Statement of Operations.

4. Purchases and Sales of Investments

The cost of purchases and proceeds from sales of investments other than
short-term investments for the year ended December 31, 1995 aggregated
$71,231,087 and $28,828,178, respectively.

5. Estimates

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

                                      S-16
<PAGE>
Variable Life Account B

Condensed Financial Information
Change in Value of Accumulation Unit--January 1, 1995 to December 31, 1995

<TABLE>
<CAPTION>
                                                                                          Increase
                                                                                         (Decrease)
                                                                Value at    Value at    in Value of
                                                                Beginning      End      Accumulation
                                                                of Period   of Period       Unit
                                                                ---------   ---------   ------------
<S>                                                               <C>         <C>            <C>
Aetna Variable Fund:
 AetnaVest                                                        $21.654     $28.351        30.93%
 AetnaVest II                                                      12.092      15.831        30.93%
 AetnaVest Plus                                                    10.159      13.301        30.93%
 Corporate Speciality Market                                       10.000      12.016        20.16% (2)
Aetna Income Shares:
 AetnaVest                                                        $18.200     $21.305        17.06%
 AetnaVest II                                                      12.236      14.324        17.06%
 AetnaVest Plus                                                     9.798      11.470        17.06%
 Corporate Speciality Market                                       10.000      11.071        10.71% (2)
Aetna Variable Encore Fund:
 AetnaVest                                                        $15.135     $15.891         4.99%
 AetnaVest II                                                      11.063      11.616         4.99%
 AetnaVest Plus                                                    10.398      10.917         4.99%
 Corporate Speciality Market                                       10.000      10.444         4.44% (1)
Aetna Investment Advisers Fund, Inc.:
 AetnaVest                                                        $12.202     $15.390        26.13%
 AetnaVest II                                                      12.338      15.561        26.13%
 AetnaVest Plus                                                    10.347      13.050        26.13%
 Corporate Speciality Market                                       10.000      11.361        13.61% (3)
Alger American Fund--Alger American
Small Capitalization Portfolio:
 AetnaVest                                                        $10.890     $15.562        42.90%
 AetnaVest II                                                      10.893      15.563        42.88%
 AetnaVest Plus                                                    10.886      15.555        42.89%
 Corporate Speciality Market                                       10.000      12.799        27.99% (2)
Fidelity Investments Variable Insurance Products Funds:
Equity-Income Portfolio:
 Corporate Speciality Market                                      $10.000     $11.058        10.58% (4)
Growth Portfolio:
 Corporate Speciality Market                                      $10.000     $ 9.911        (0.89%) (4)
Overseas Portfolio:
 Corporate Speciality Market                                      $10.000     $10.029         0.29% (4)
Fidelity Investments Variable Insurance Products Funds II:
Asset Manager Portfolio:
 Corporate Speciality Market                                      $10.000     $10.596         5.96% (4)
Contrafund Portfolio:
 Corporate Speciality Market                                      $10.000     $10.322         3.22% (4)

                                      S-17
<PAGE>
Variable Life Account B

                                                                                          Increase
                                                                                         (Decrease)
                                                                Value at    Value at    in Value of
                                                                Beginning      End      Accumulation
                                                                of Period   of Period       Unit
                                                                ---------   ---------   ------------
Janus Aspen Series:
Aggressive Growth Portfolio:
 AetnaVest                                                        $11.976     $15.114        26.21%
 AetnaVest II                                                      11.976      15.114        26.21%
 AetnaVest Plus                                                    11.975      15.114        26.22%
 Corporate Speciality Market                                       10.000      11.340        13.40% (5)
Balanced Portfolio:
 AetnaVest                                                        $ 9.837     $12.142        23.43%
 AetnaVest II                                                       9.894      12.237        23.67%
 AetnaVest Plus                                                     9.823      12.136        23.54%
 Corporate Speciality Market                                       10.000      10.643         6.43% (6)
Growth Portfolio:
 AetnaVest                                                        $ 9.848     $12.704        28.99%
 AetnaVest II                                                       9.848      12.692        28.88%
 AetnaVest Plus                                                     9.834      12.674        28.88%
 Corporate Speciality Market                                       10.000      10.430         4.30% (6)
Short-Term Bond Portfolio:
 AetnaVest                                                        $10.113     $10.967         8.45%
 AetnaVest II                                                      10.102      10.955         8.44%
 AetnaVest Plus                                                    10.074      10.925         8.45%
Worldwide Growth Portfolio:
 AetnaVest                                                        $10.165     $12.809        26.01%
 AetnaVest II                                                      10.168      12.813        26.01%
 AetnaVest Plus                                                    10.155      12.797        26.01%
Scudder Variable Life Investment Fund--International
 Portfolio:
 AetnaVest                                                        $11.633     $12.798        10.01%
 AetnaVest II                                                      11.562      12.719        10.01%
 AetnaVest Plus                                                    11.497      12.648        10.01%
 Corporate Speciality Market                                       10.000      10.598         5.98% (2)
TCI Portfolios, Inc.--TCI Growth:
 AetnaVest                                                        $10.216     $13.248        29.68%
 AetnaVest II                                                      10.253      13.307        29.80%
 AetnaVest Plus                                                    10.113      13.126        29.80%
 Corporate Speciality Market                                       10.000      12.005        20.05% (2)
</TABLE>

1--Available for investment less than 1 year, contract commenced operations
February 1995. 
2--Available for investment less than 1 year, contract commenced operations
May 1995.
3--Available for investment less than 1 year, contract commenced operations
June 1995.
4--Available for investment less than 1 year, contract commenced operations
July 1995.
5--Available for investment less than 1 year, contract commenced operations
August 1995.
6--Available for investment less than 1 year, contract commenced operations
October 1995.

                                      S-18
<PAGE>
                       CONSOLIDATED FINANCIAL STATEMENTS

           Aetna Life Insurance and Annuity Company and Subsidiaries

                                     Index

<TABLE>
<CAPTION>
                                                                                                   Page
<S>                                                                                                <C>
Consolidated Financial Statements:
 Consolidated Statements of Income for the three months ended March 31, 1996 and 1995
  (Unaudited)                                                                                       F-2
 Consolidated Balance Sheets as of March 31, 1996 (Unaudited) and December 31,
 1995 F-3 Consolidated Statements of Changes in Shareholder's Equity for the
 three months ended March 31, 1996 and 1995 (Unaudited)                                             F-4
 Consolidated Statements of Cash Flows for the three months ended March 31, 1996 and 1995
  (Unaudited)                                                                                       F-5
Condensed Notes to Consolidated Financial Statements (Unaudited)                                    F-7
Independent Auditors' Report                                                                        F-8
Consolidated Financial Statements:
 Consolidated Statements of Income for the Years Ended December 31, 1995, 1994, and 1993            F-9
 Consolidated Balance Sheets as of December 31, 1995 and 1994                                      F-10
 Consolidated Statements of Changes in Shareholder's Equity for the Years Ended
  December 31, 1995, 1994 and 1993                                                                 F-11
 Consolidated Statements of Cash Flows for the Years Ended December 31, 1995, 1994 and 1993        F-12
Notes to Consolidated Financial Statements                                                         F-14
</TABLE>

                                       F-1
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)

                        Consolidated Statements of Income
                                   (millions)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                3 Months Ended March 31,
                                                ------------------------
                                                     1996       1995
                                                    -----      ------
<S>                                                 <C>        <C>
Revenue:
 Premiums                                           $ 14.1     $ 32.2
 Charges assessed against policyholders               92.0       74.9
 Net investment income                               257.6      235.8
 Net realized capital gains                           14.9        5.1
 Other income                                         12.2       12.7
                                                     -----     ------
  Total revenue                                      390.8      360.7
                                                     -----     ------

Benefits and expenses:
 Current and future benefits                         217.0      215.1
 Operating expenses                                   87.8       74.0
 Amortization of deferred policy acquisition
  costs                                               17.5       12.5
                                                     -----     ------
  Total benefits and expenses                        322.3      301.6
                                                     -----     ------

Income before federal income taxes                    68.5       59.1

  Federal income taxes                                20.0       18.8
                                                     -----     ------

Net income                                          $ 48.5     $ 40.3
                                                     =====     ======
</TABLE>

See Condensed Notes to Consolidated Financial Statements.

                                      F-2
<PAGE>

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

   
                         Consolidated Balance Sheets
                        (millions, except share data)
    

   
<TABLE>
<CAPTION>
                                                                (Unaudited)
                                                                  March 31,   December 31,
Assets                                                              1996          1995
- ------                                                            ---------   ------------
    
<S>                                                               <C>         <C>
Investments:
 Debt securities, available for sale:
   (amortized cost: $12,030.4 and $11,923.7)                      $12,332.2    $12,720.8
 Equity securities, available for sale:
 Non-redeemable preferred stock (cost: $54.3 and $51.3)                59.1         57.6
 Investment in affiliated mutual funds (cost: $160.3 and
  $173.4)                                                             182.0        191.8
 Common stock (cost: $6.9)                                            --             8.2
 Short-term investments                                                24.6         15.1
 Mortgage loans                                                        21.1         21.2
 Policy loans                                                         344.6        338.6
                                                                  ---------   ------------
  Total investments                                                12,963.6     13,353.3
 Cash and cash equivalents                                            554.6        568.8
 Accrued investment income                                            186.4        175.5
 Premiums due and other receivables                                    27.7         37.3
 Deferred policy acquisition costs                                  1,375.6      1,341.3
 Reinsurance loan to affiliate                                        646.0        655.5
 Other assets                                                          21.4         26.2
 Separate Accounts assets                                           2,072.9     10,987.0
                                                                  ---------   ------------
  Total assets                                                    $27,848.2    $27,144.9
                                                                  =========   ============
Liabilities and Shareholder's Equity
- ------------------------------------
Liabilities:
 Future policy benefits                                           $ 3,545.1    $ 3,594.6
 Unpaid claims and claim expenses                                      25.9         27.2
 Policyholders' funds left with the Company                        10,298.9     10,500.1
                                                                  ---------   ------------
  Total insurance reserve liabilities                              13,869.9     14,121.9
 Other liabilities                                                    188.6        259.2
 Federal income taxes:
 Current                                                               35.7         24.2
 Deferred                                                             125.5        169.6
 Separate Accounts liabilities                                      2,072.9     10,987.0
                                                                  ---------   ------------
  Total liabilities                                                26,292.6     25,561.9
                                                                  ---------   ------------
Shareholder's equity:
 Common stock, par value $50 (100,000 shares authorized; 55,000
   shares issued and outstanding)                                       2.8          2.8
 Paid-in capital                                                      407.6        407.6
 Net unrealized capital gains                                          56.6        132.5
 Retained earnings                                                  1,088.6      1,040.1
                                                                  ---------   ------------
  Total shareholder's equity                                        1,555.6      1,583.0
                                                                  ---------   ------------
  Total liabilities and shareholder's equity                      $27,848.2    $27,144.9
                                                                  =========   ============
</TABLE>

See Condensed Notes to Consolidated Financial Statements.

                                       F-3
<PAGE>

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

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

<TABLE>
<CAPTION>
                                                    3 Months Ended March 31,
                                                    ------------------------
                                                       1996         1995
                                                    ----------   -----------
<S>                                                 <C>          <C>
Shareholder's equity, beginning of period            $1,583.0     $1,088.5
Net change in unrealized capital gains and
  losses                                                (75.9)       156.7
Net income                                               48.5         40.3
                                                    ----------   -----------
Shareholder's equity, end of period                  $1,555.6     $1,285.5
                                                    ==========   ===========
</TABLE>

See Condensed Notes to Consolidated Financial Statements.

                                      F-4
<PAGE>

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

                     Consolidated Statements of Cash Flows
                                   (millions)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                               3 Months Ended March 31,
                                                               ------------------------
                                                                  1996         1995
                                                               ----------   -----------
<S>                                                             <C>           <C>
Cash Flows from Operating Activities:
 Net income                                                     $    48.5     $    40.3
 Adjustments to reconcile net income to net cash 
  (used for) provided by operating activities:
 Increase in accrued investment income                              (10.9)         (6.3)
 Decrease in premiums due and other receivables                       0.5          10.9
 Increase in policy loans                                            (6.0)        (26.0)
 Increase in deferred policy acquisition costs                      (34.3)        (31.7)
 Decrease in reinsurance loan to affiliate                            9.5          14.6
 Net increase in universal life account balances                     53.0          44.5
 (Decrease) increase in other insurance reserve liabilities         (52.4)         20.5
 Net (decrease) increase in other liabilities and other
  assets                                                           (81.8)         113.3
 Increase in federal income taxes                                    8.3           16.3
 Net accretion of discount on debt securities                      (16.9)         (15.5)
 Net realized capital gains                                        (14.9)          (5.1)
 Other, net                                                           --            1.5
                                                               ----------   -----------
   Net cash (used for) provided by operating activities            (97.4)         177.3
                                                               ----------   -----------

Cash Flows from Investing Activities:
 Proceeds from sales of:
  Debt securities available for sale                             1,634.8          965.3
  Equity securities                                                 48.7           66.7
 Investment maturities and collections of:
  Debt securities available for sale                               255.4          104.3
  Short-term investments                                            10.0           30.0
 Cost of investment purchases in:
  Debt securities available for sale                            (1,918.0)      (1,427.6)
  Equity securities                                                (26.1)         (98.1)
  Short-term investments                                           (19.5)          (0.5)
                                                               ----------   -----------
   Net cash used for investing activities                          (14.7)        (359.9)
                                                               ----------   -----------
</TABLE>

See Condensed Notes to Consolidated Financial Statements.

                                       F-5
<PAGE>

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

               Consolidated Statements of Cash Flows (continued)
                                   (millions)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                          3 Months Ended March 31,
                                                          ------------------------
                                                             1996         1995
                                                          ----------   -----------
<S>                                                         <C>           <C>
Cash Flows from Financing Activities:
 Deposits and interest credited for investment
  contracts                                                   429.9         497.7
 Withdrawals of investment contracts                         (332.0)       (278.3)
                                                          ----------   -----------
  Net cash provided by financing activities                    97.9         219.4
                                                          ----------   -----------

Net (decrease) increase in cash and cash equivalents          (14.2)         36.8
Cash and cash equivalents, beginning of period                568.8         623.3
                                                          ----------   -----------

Cash and cash equivalents, end of period                    $ 554.6       $ 660.1
                                                          ==========   ===========

Supplemental cash flow information:
 Income taxes paid, net                                     $  11.7       $   2.5
                                                          ==========   ===========
</TABLE>

See Condensed Notes to Consolidated Financial Statements.

                                      F-6
<PAGE>

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

              Condensed Notes to Consolidated Financial Statements
                                   (Unaudited)

1.  Basis of Presentation

The consolidated financial statements include Aetna Life Insurance and
Annuity Company and its wholly owned subsidiaries, Aetna Insurance Company of
America and Aetna Private Capital, Inc. (collectively, the "Company"). Aetna
Life Insurance and Annuity Company is a wholly owned subsidiary of Aetna
Retirement Services, Inc. ("ARSI"). ARSI is a wholly owned subsidiary of
Aetna Life and Casualty Company ("Aetna").

These consolidated financial statements have been prepared in accordance with
generally accepted accounting principles and are unaudited. Certain
reclassifications have been made to 1995 financial information to conform to
1996 presentation. These interim statements necessarily rely heavily on
estimates, including assumptions as to annualized tax rates. In the opinion of
management, all adjustments necessary for a fair statement of results for the
interim periods have been made. All such adjustments are of a normal, recurring
nature.

                                       F-7
<PAGE>
                          Independent Auditors' Report

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

We have audited the accompanying consolidated balance sheets of Aetna Life
Insurance and Annuity Company and Subsidiaries as of December 31, 1995 and 1994,
and the related consolidated statements of income, changes in shareholder's
equity and cash flows for each of the years in the three-year period ended
December 31, 1995. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Aetna Life Insurance
and Annuity Company and Subsidiaries as of December 31, 1995 and 1994, and the
results of their operations and their cash flows for each of the years in the
three-year period ended December 31, 1995, in conformity with generally accepted
accounting principles.

As discussed in Note 1 to the consolidated financial statements, in 1993 the
Company changed its methods of accounting for certain investments in debt and
equity securities.

                                                         KPMG Peat Marwick LLP

Hartford, Connecticut
February 6, 1996

                                      F-8
<PAGE>
            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)

                        Consolidated Statements of Income
                                   (millions)

<TABLE>
<CAPTION>
                                                       Years Ended December 31,
                                                     ----------------------------
                                                      1995      1994       1993
                                                     -------   -------   --------
<S>                                                 <C>       <C>        <C>
Revenue:
 Premiums                                           $  130.8  $  124.2   $   82.1
 Charges assessed against policyholders                318.9     279.0      251.5
 Net investment income                               1,004.3     917.2      911.9
 Net realized capital gains                             41.3       1.5        9.5
 Other income                                           42.0      10.3        9.5
                                                     -------   -------   --------
  Total revenue                                      1,537.3   1,332.2    1,264.5
                                                     -------   -------   --------

Benefits and expenses:
 Current and future benefits                           915.3     854.1      818.4
 Operating expenses                                    318.7     235.2      207.2
 Amortization of deferred policy acquisition
  costs                                                 43.3      26.4       19.8
                                                     -------   -------   --------
  Total benefits and expenses                        1,277.3   1,115.7    1,045.4
                                                     -------   -------   --------

Income before federal income taxes                     260.0     216.5      219.1

 Federal income taxes                                   84.1      71.2       76.2
                                                     -------   -------   --------

Net income                                          $  175.9  $  145.3   $  142.9
                                                     =======   =======   ========
</TABLE>

See Notes to Consolidated Financial Statements.

                                       F-9
<PAGE>

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

                          Consolidated Balance Sheets
                                   (millions)

<TABLE>
<CAPTION>
                                                                       December 31,
                                                                  ----------------------
Assets                                                              1995         1994
- ------                                                            ---------   ----------
<S>                                                                <C>         <C>
Investments: 
 Debt securities, available for sale:
  (amortized cost: $11,923.7 and $10,577.8)                        $12,720.8   $10,191.4
 Equity securities, available for sale:
  Non-redeemable preferred stock (cost: $51.3 and $43.3)                57.6        47.2
  Investment in affiliated mutual funds (cost: $173.4 and
   $187.1)                                                             191.8       181.9
  Common stock (cost: $6.9 at December 31, 1995)                         8.2          --
 Short-term investments                                                 15.1        98.0
 Mortgage loans                                                         21.2         9.9
 Policy loans                                                          338.6       248.7
 Limited partnership                                                      --        24.4
                                                                   ---------   ----------
  Total investments                                                 13,353.3    10,801.5
 Cash and cash equivalents                                             568.8       623.3
 Accrued investment income                                             175.5       142.2
 Premiums due and other receivables                                     37.3        75.8
 Deferred policy acquisition costs                                   1,341.3     1,164.3
 Reinsurance loan to affiliate                                         655.5       690.3
 Other assets                                                           26.2        15.9
 Separate Accounts assets                                           10,987.0     7,420.8
                                                                   ---------   ----------
  Total assets                                                     $27,144.9   $20,934.1
                                                                   =========   ==========
Liabilities and Shareholder's Equity
- ------------------------------------
Liabilities:
 Future policy benefits                                            $ 3,594.6   $ 2,912.7
 Unpaid claims and claim expenses                                       27.2        23.8
 Policyholders' funds left with the Company                         10,500.1     8,949.3
                                                                   ---------   ----------
  Total insurance reserve liabilities                               14,121.9    11,885.8
 Other liabilities                                                     259.2       302.1
 Federal income taxes:
  Current                                                               24.2         3.4
  Deferred                                                             169.6       233.5
 Separate Accounts liabilities                                      10,987.0     7,420.8
                                                                   ---------   ----------
  Total liabilities                                                 25,561.9    19,845.6
                                                                   ---------   ----------
Shareholder's equity:
 Common stock, par value $50 (100,000 shares authorized; 55,000
  shares issued and outstanding)                                         2.8         2.8
 Paid-in capital                                                       407.6       407.6
 Net unrealized capital gains (losses)                                 132.5      (189.0)
 Retained earnings                                                   1,040.1       867.1
                                                                   ---------   ----------
  Total shareholder's equity                                         1,583.0     1,088.5
                                                                   ---------   ----------
  Total liabilities and shareholder's equity                       $27,144.9   $20,934.1
                                                                   =========   ==========
</TABLE>

See Notes to Consolidated Financial Statements.

                                      F-10
<PAGE>

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

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

<TABLE>
<CAPTION>
                                                     Years Ended December 31,
                                                  ------------------------------
                                                    1995       1994       1993
                                                  --------   --------   --------
<S>                                               <C>        <C>        <C>
Shareholder's equity, beginning of year           $1,088.5   $1,246.7   $  990.1
Net change in unrealized capital gains
  (losses)                                           321.5     (303.5)     113.7
Net income                                           175.9      145.3      142.9
Common stock dividends declared                       (2.9)     --         --
                                                  --------   --------   --------
Shareholder's equity, end of year                 $1,583.0   $1,088.5   $1,246.7
                                                  ========   ========   ========
</TABLE>

See Notes to Consolidated Financial Statements.

                                      F-11
<PAGE>

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

                     Consolidated Statements of Cash Flows
                                   (millions)

<TABLE>
<CAPTION>
                                                             Years Ended December 31,
                                                        ----------------------------------
                                                          1995        1994         1993
                                                        ---------   ---------   ----------
<S>                                                   <C>         <C>         <C>
Cash Flows from Operating Activities:
 Net income                                           $   175.9   $   145.3   $   142.9
 Adjustments to reconcile net income to 
  net cash provided by operating activities:
 Increase in accrued investment income                    (33.3)      (17.5)      (11.1)
 Decrease (increase) in premiums due and other
  receivables                                              25.4         1.3        (5.6)
 Increase in policy loans                                 (89.9)      (46.0)      (36.4)
 Increase in deferred policy acquisition costs           (177.0)     (105.9)      (60.5)
 Decrease in reinsurance loan to affiliate                 34.8        27.8        31.8
 Net increase in universal life account balances          393.4       164.7       126.4
 Increase in other insurance reserve liabilities           79.0        75.1        86.1
 Net increase in other liabilities and other
  assets                                                   15.0        53.9         7.0
 Decrease in federal income taxes                          (6.5)      (11.7)       (3.7)
 Net accretion of discount on bonds                       (66.4)      (77.9)      (88.1)
 Net realized capital gains                               (41.3)       (1.5)       (9.5)
 Other, net                                                  --        (1.0)        0.2
                                                       ---------   ---------   ----------
   Net cash provided by operating activities              309.1       206.6       179.5
                                                       ---------   ---------   ----------

Cash Flows from Investing Activities:
 Proceeds from sales of:
  Debt securities available for sale                    4,207.2     3,593.8       473.9
  Equity securities                                       180.8        93.1        89.6
  Mortgage loans                                           10.7          --          --
  Limited partnership                                      26.6          --          --
 Investment maturities and collections of:
  Debt securities available for sale                      583.9     1,289.2     2,133.3
  Short-term investments                                  106.1        30.4        19.7
 Cost of investment purchases in:
  Debt securities                                      (6,034.0)   (5,621.4)   (3,669.2)
  Equity securities                                      (170.9)     (162.5)     (157.5)
  Short-term investments                                  (24.7)     (106.1)      (41.3)
  Mortgage loans                                          (21.3)         --          --
  Limited partnership                                        --       (25.0)         --
                                                       ---------   ---------   ----------
   Net cash used for investing activities              (1,135.6)     (908.5)   (1,151.5)
                                                       ---------   ---------   ----------

</TABLE>

See Notes to Consolidated Financial Statements.

                                      F-12
<PAGE>

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

               Consolidated Statements of Cash Flows (continued)
                                   (millions)

<TABLE>
<CAPTION>
                                                    Years Ended December 31,
                                                ---------------------------------
                                                  1995        1994        1993
                                                ---------   --------   ----------
<S>                                              <C>         <C>        <C>
Cash Flows from Financing Activities:
 Deposits and interest credited for
  investment  contracts                          $ 1,884.5   $1,737.8   $ 2,117.8
 Withdrawals of investment contracts              (1,109.6)    (948.7)   (1,000.3)
 Dividends paid to shareholder                        (2.9)        --          --
                                                 ---------   --------   ----------
  Net cash provided by financing activities          772.0      789.1     1,117.5
                                                 ---------   --------   ----------

Net (decrease) increase in cash and cash
 equivalents                                         (54.5)      87.2       145.5
Cash and cash equivalents, beginning of year         623.3      536.1       390.6
                                                 ---------   --------   ----------

Cash and cash equivalents, end of year           $   568.8   $  623.3   $   536.1
                                                 =========   ========   ==========

Supplemental cash flow information:
Income taxes paid, net                           $    90.2   $   82.6   $    79.9
                                                 =========   ========   ==========
</TABLE>

See Notes to Consolidated Financial Statements.

                                      F-13
<PAGE>

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

                   Notes to Consolidated Financial Statements
                        December 31, 1995, 1994, and 1993

1. Summary of Significant Accounting Policies

Aetna Life Insurance and Annuity Company and its wholly owned subsidiaries
(collectively, the "Company") is a provider of financial services and life
insurance products in the United States. The Company has two business segments,
financial services and life insurance.

The financial services products include individual and group annuity contracts
which offer a variety of funding and distribution options for personal and
employer-sponsored retirement plans that qualify under Internal Revenue Code
Sections 401, 403, 408 and 457, and individual and group non-qualified annuity
contracts. These contracts may be immediate or deferred and are offered
primarily to individuals, pension plans, small businesses and employer-sponsored
groups in the health care, government, education (collectively "not-for-profit"
organizations) and corporate markets. Financial services also include pension
plan administrative services.

The life insurance products include universal life, variable universal life,
interest sensitive whole life and term insurance. These products are offered
primarily to individuals, small businesses, employer sponsored groups and
executives of Fortune 2000 companies.

Basis of Presentation

The consolidated financial statements include Aetna Life Insurance and
Annuity Company and its wholly owned subsidiaries, Aetna Insurance Company of
America and Aetna Private Capital, Inc. Aetna Life Insurance and Annuity
Company is a wholly owned subsidiary of Aetna Retirement Services, Inc.
("ARSI"). ARSI is a wholly owned subsidiary of Aetna Life and Casualty
Company ("Aetna"). Two subsidiaries, Systematized Benefits Administrators,
Inc. ("SBA"), and Aetna Investment Services, Inc. ("AISI"), which were
previously reported in the consolidated financial statements were distributed
in the form of dividends to ARSI in December of 1995. The impact to the
Company's financial statements of distributing these dividends was
immaterial.

The consolidated financial statements have been prepared in conformity with
generally accepted accounting principles. Intercompany transactions have been
eliminated. Certain reclassifications have been made to 1994 and 1993 financial
information to conform to the 1995 presentation.

Accounting Changes

Accounting for Certain Investments in Debt and Equity Securities

On December 31, 1993, the Company adopted Financial Accounting Standard ("FAS")
No. 115, Accounting for Certain Investments in Debt and Equity Securities, which
requires the classification of debt securities into three categories: "held to
maturity", which are carried at amortized cost; "available for sale", which are
carried at fair value with changes in fair value recognized as a component of
shareholder's equity; and "trading", which are carried at fair value with
immediate recognition in income of changes in fair value.

                                      F-14
<PAGE>

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

             Notes to Consolidated Financial Statements (Continued)

1. Summary of Significant Accounting Policies (Continued)

Initial adoption of this standard resulted in a net increase of $106.8 million,
net of taxes of $57.5 million, to net unrealized gains in shareholder's equity.
These amounts exclude gains and losses allocable to experience-rated (including
universal life) contractholders. Adoption of FAS No. 115 did not have a material
effect on deferred policy acquisition costs.

Use of Estimates

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

Cash and Cash Equivalents

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

Investments

Debt Securities

At December 31, 1995 and 1994, all of the Company's debt securities are
classified as available for sale and carried at fair value. These securities are
written down (as realized losses) for other than temporary decline in value.
Unrealized gains and losses related to these securities, after deducting amounts
allocable to experience-rated contractholders and related taxes, are reflected
in shareholder's equity.

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

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

Equity Securities

Equity securities are classified as available for sale and carried at fair value
based on quoted market prices or dealer quotations. Equity securities are
written down (as realized losses) for other than temporary declines in value.
Unrealized gains and losses related to such securities are reflected in
shareholder's equity. Purchases and sales are recorded on the trade date.

The investment in affiliated mutual funds represents an investment in the Aetna
Series Fund, Inc., a retail mutual fund which has been seeded by the Company,
and is carried at fair value.

                                      F-15
<PAGE>

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

             Notes to Consolidated Financial Statements (Continued)

1. Summary of Significant Accounting Policies (Continued)

Mortgage Loans and Policy Loans

Mortgage loans and policy loans are carried at unpaid principal balances net of
valuation reserves, which approximates fair value, and are generally secured.
Purchases and sales of mortgage loans are recorded on the closing date.

Limited Partnership

The Company's limited partnership investment was carried at the amount
invested plus the Company's share of undistributed operating results and
unrealized gains (losses), which approximates fair value. The Company
disposed of the limited partnership during 1995.

Short-Term Investments

Short-term investments, consisting primarily of money market instruments and
other debt issues purchased with an original maturity of over ninety days and
less than one year, are considered available for sale and are carried at fair
value, which approximates amortized cost.

Deferred Policy Acquisition Costs

Certain costs of acquiring insurance business have been deferred. These costs,
all of which vary with and are primarily related to the production of new
business, consist principally of commissions, certain expenses of underwriting
and issuing contracts and certain agency expenses. For fixed ordinary life
contracts, such costs are amortized over expected premium-paying periods. For
universal life and certain annuity contracts, such costs are amortized in
proportion to estimated gross profits and adjusted to reflect actual gross
profits. These costs are amortized over twenty years for annuity pension
contracts, and over the contract period for universal life contracts.

Deferred policy acquisition costs are written off to the extent that it is
determined that future policy premiums and investment income or gross profits
would not be adequate to cover related losses and expenses.

Insurance Reserve Liabilities

The Company's liabilities include reserves related to fixed ordinary life, fixed
universal life and fixed annuity contracts. Reserves for future policy benefits
for fixed ordinary life contracts are computed on the basis of assumed
investment yield, assumed mortality, withdrawals and expenses, including a
margin for adverse deviation, which generally vary by plan, year of issue and
policy duration. Reserve interest rates range from 2.25% to 10.00%. Assumed
investment yield is based on the Company's experience. Mortality and withdrawal
rate assumptions are based on relevant Aetna experience and are periodically
reviewed against both industry standards and experience.

Reserves for fixed universal life (included in Future Policy Benefits) and fixed
deferred annuity contracts (included in Policyholders' Funds Left With the
Company) are equal to the fund value. The fund

                                      F-16
<PAGE>

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

             Notes to Consolidated Financial Statements (Continued)

1. Summary of Significant Accounting Policies (Continued)

value is equal to cumulative deposits less charges plus credited interest
thereon, without reduction for possible future penalties assessed on premature
withdrawal. For guaranteed interest options, the interest credited ranged from
4.00% to 6.38% in 1995 and 4.00% to 5.85% in 1994. For all other fixed options,
the interest credited ranged from 5.00% to 7.00% in 1995 and 5.00% to 7.50% in
1994.

Reserves for fixed annuity contracts in the annuity period and for future
amounts due under settlement options are computed actuarially using the 1971
Individual Annuity Mortality Table, the 1983 Individual Annuity Mortality Table,
the 1983 Group Annuity Mortality Table and, in some cases, mortality improvement
according to scales G and H, at assumed interest rates ranging from 3.5% to
9.5%. Reserves relating to contracts with life contingencies are included in
Future Policy Benefits. For other contracts, the reserves are reflected in
Policyholders' Funds Left With the Company.

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

Premiums, Charges Assessed Against Policyholders, Benefits and Expenses

Premiums are recorded as revenue when due for fixed ordinary life contracts.
Charges assessed against policyholders' funds for cost of insurance, surrender
charges, actuarial margin and other fees are recorded as revenue for universal
life and certain annuity contracts. Policy benefits and expenses are recorded in
relation to the associated premiums or gross profit so as to result in
recognition of profits over the expected lives of the contracts.

Separate Accounts

Assets held under variable universal life, variable life and variable annuity
contracts are segregated in Separate Accounts and are invested, as designated by
the contractholder or participant under a contract, in shares of Aetna Variable
Fund, Aetna Income Shares, Aetna Variable Encore Fund, Aetna Investment Advisers
Fund, Inc., Aetna GET Fund, or The Aetna Series Fund Inc., which are managed by
the Company or other selected mutual funds not managed by the Company. Separate
Accounts assets and liabilities are carried at fair value except for those
relating to a guaranteed interest option which is offered through a Separate
Account. The assets of the Separate Account supporting the guaranteed interest
option are carried at an amortized cost of $322.2 million for 1995 (fair value
$343.9 million) and $149.7 million for 1994 (fair value $146.3 million), since
the Company bears the investment risk where the contract is held to maturity.
Reserves relating to the guaranteed interest option are maintained at fund value
and reflect interest credited at rates ranging from 4.5% to 8.38% in both 1995
and 1994. Separate Accounts assets and liabilities are shown as separate
captions in the Consolidated Balance Sheets. Deposits, investment income and net
realized and unrealized capital gains (losses) of the Separate Accounts are not
reflected in the Consolidated Statements of Income (with the exception of
realized capital gains (losses) on the sale of assets supporting the guaranteed
interest option). The Consolidated Statements of Cash Flows do not reflect
investment activity of the Separate Accounts.

                                      F-17
<PAGE>

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

             Notes to Consolidated Financial Statements (Continued)

1. Summary of Significant Accounting Policies (Continued)

Federal Income Taxes

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

2. Investments

Investments in debt securities available for sale as of December 31, 1995 were
as follows:

<TABLE>
<CAPTION>
                                                                 Gross       Gross
                                                   Amortized  Unrealized  Unrealized     Fair
                                                     Cost        Gains      Losses       Value
                                                   ---------   ---------   ---------   ---------
                                                                    (millions)
<S>                                                <C>          <C>          <C>       <C>
U.S. Treasury securities and obligations of
  U.S. government agencies and corporations        $   539.5    $ 47.5       $  --     $   587.0
Obligations of states and political
  subdivisions                                          41.4      12.4          --          53.8
U.S. Corporate securities:
  Financial                                          2,764.4     110.3         2.1       2,872.6
  Utilities                                            454.4      27.8         1.0         481.2
  Other                                              2,177.7     159.5         1.2       2,336.0
                                                   ---------   ---------   ---------   ---------
 Total U.S. Corporate securities                     5,396.5     297.6         4.3       5,689.8
Foreign securities:
  Government                                           316.4      26.1         2.0         340.5
  Financial                                            534.2      45.4         3.5         576.1
  Utilities                                            236.3      32.9          --         269.2
  Other                                                215.7      15.1          --         230.8
                                                   ---------   ---------   ---------   ---------
 Total Foreign securities                            1,302.6     119.5         5.5       1,416.6
Residential mortgage-backed securities:
  Residential pass-throughs                            556.7      99.2         1.8         654.1
  Residential CMOs                                   2,383.9     167.6         2.2       2,549.3
                                                   ---------   ---------   ---------   ---------
Total Residential mortgage-backed securities         2,940.6     266.8         4.0       3,203.4
Commercial/Multifamily mortgage-backed
  securities                                           741.9      32.3         0.2         774.0
                                                   ---------   ---------   ---------   ---------
 Total Mortgage-backed securities                    3,682.5     299.1         4.2       3,977.4
Other asset-backed securities                          961.2      35.5         0.5         996.2
                                                   ---------   ---------   ---------   ---------
Total debt securities available for sale           $11,923.7    $811.6       $14.5     $12,720.8
                                                   =========   =========   =========   =========
</TABLE>

                                      F-18
<PAGE>

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

             Notes to Consolidated Financial Statements (Continued)

2. Investments (Continued)

Investments in debt securities available for sale as of December 31, 1994 were
as follows:

<TABLE>
<CAPTION>
                                                                 Gross       Gross
                                                   Amortized  Unrealized  Unrealized     Fair
                                                     Cost        Gains      Losses       Value
                                                   ---------   ---------   ---------   ---------
                                                                    (millions)
<S>                                                <C>          <C>         <C>        <C>
U.S. Treasury securities and obligations of
  U.S. government agencies and corporations        $  1,396.1   $  2.0      $ 84.2     $ 1,313.9
Obligations of states and political
  subdivisions                                          37.9       1.2          --          39.1
U.S. Corporate securities:
  Financial                                          2,216.9       3.8       109.4       2,111.3
  Utilities                                            100.1        --         7.9          92.2
  Other                                              1,344.3       6.0        67.9       1,282.4
                                                   ---------   ---------   ---------   ---------
 Total U.S. Corporate securities                     3,661.3       9.8       185.2       3,485.9
Foreign securities:
  Government                                           434.4       1.2        33.9         401.7
  Financial                                            368.2       1.1        23.0         346.3
  Utilities                                            204.4       2.5         9.5         197.4
  Other                                                 46.3       0.8         1.5          45.6
                                                   ---------   ---------   ---------   ---------
 Total Foreign securities                            1,053.3       5.6        67.9         991.0
Residential mortgage-backed securities:
  Residential pass-throughs                            627.1      81.5         5.0         703.6
  Residential CMOs                                   2,671.0      32.9       139.4       2,564.5
                                                   ---------   ---------   ---------   ---------
Total Residential mortgage-backed securities         3,298.1     114.4       144.4       3,268.1
Commercial/Multifamily mortgage-backed
  securities                                           435.0       0.2        21.3         413.9
                                                   ---------   ---------   ---------   ---------
 Total Mortgage-backed securities                    3,733.1     114.6       165.7       3,682.0
Other asset-backed securities                          696.1       0.2        16.8         679.5
                                                   ---------   ---------   ---------   ---------
Total debt securities available for sale           $10,577.8    $133.4      $519.8     $10,191.4
                                                   =========   =========   =========   =========
</TABLE>

At December 31, 1995 and 1994, net unrealized appreciation (depreciation) of
$797.1 million and $(386.4) million, respectively, on available for sale debt
securities included $619.1 million and $(308.6) million, respectively, related
to experience-rated contractholders, which were not included in shareholder's
equity.

The amortized cost and fair value of debt securities for the year ended December
31, 1995 are shown below by contractual maturity. Actual maturities may differ
from contractual maturities because securities may be restructured, called, or
prepaid.

                                      F-19
<PAGE>

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

             Notes to Consolidated Financial Statements (Continued)

2. Investments (Continued)

<TABLE>
<CAPTION>
                                      Amortized     Fair
                                        Cost        Value
                                      ---------   ---------
                                           (millions)
<S>                                   <C>         <C>
Due to mature:
 One year or less                     $   348.8   $   351.1
 After one year through five years      2,100.2     2,159.5
 After five years through ten years     2,516.0     2,663.4
 After ten years                        2,315.0     2,573.2
 Mortgage-backed securities             3,682.5     3,977.4
 Other asset-backed securities            961.2       996.2
                                      ---------   ---------
  Total                               $11,923.7   $12,720.8
                                      =========   =========
</TABLE>

The Company engages in securities lending whereby certain securities from its
portfolio are loaned to other institutions for short periods of time. Cash
collateral, which is in excess of the market value of the loaned securities, is
deposited by the borrower with a lending agent, and retained and invested by the
lending agent to generate additional income for the Company. The market value of
the loaned securities is monitored on a daily basis with additional collateral
obtained or refunded as the market value fluctuates. At December 31, 1995, the
Company had loaned securities (which are reflected as invested assets on the
Consolidated Balance Sheets) with a market value of approximately $264.5
million.

At December 31, 1995 and 1994, debt securities carried at $7.4 million and $7.0
million, respectively, were on deposit as required by regulatory authorities.

The valuation reserve for mortgage loans was $3.1 million at December 31, 1994.
There was no valuation reserve for mortgage loans at December 31, 1995. The
carrying value of non-income producing investments was $0.1 million and $0.2
million at December 31, 1995 and 1994, respectively.

Investments in a single issuer, other than obligations of the U.S. government,
with a carrying value in excess of 10% of the Company's shareholder's equity at
December 31, 1995 are as follows:

<TABLE>
<CAPTION>
                                         Amortized     Fair
Debt Securities                             Cost      Value
                                          --------   --------
                                              (millions)
<S>                                       <C>        <C>
General Electric Corporation              $ 314.9    $ 329.3
General Motors Corporation                  273.9      284.5
Associates Corporation of North
  America                                   230.2      239.1
Society National Bank                       203.5      222.3
Ciesco, L.P.                                194.9      194.9
Countrywide Funding                         171.2      172.7
Baxter International                        168.9      168.9
Time Warner                                 158.6      166.1
Ford Motor Company                          156.7      162.6
</TABLE>

                                      F-20
<PAGE>

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

             Notes to Consolidated Financial Statements (Continued)

2. Investments (Continued)

The portfolio of debt securities at December 31, 1995 and 1994 included $662.5
million and $318.3 million, respectively, (5% and 3%, respectively, of the debt
securities) of investments that are considered "below investment grade". "Below
investment grade" securities are defined to be securities that carry a rating
below BBB-/Baa3, by Standard & Poors/Moody's Investor Services, respectively.
The increase in below investment grade securities is the result of a change in
investment strategy, which has reduced the Company's holdings in residential
mortgage-back securities and increased the Company's holdings in corporate
securities. Residential mortgage-back securities are subject to higher
prepayment risk and lower credit risk, while corporate securities earning a
comparable yield are subject to higher credit risk and lower prepayment risk. We
expect the percentage of below investment grade securities will increase in
1996, but we expect that the overall average quality of the portfolio of debt
securities will remain at AA-. Of these below investment grade assets, $14.5
million and $31.8 million, at December 31, 1995 and 1994, respectively, were
investments that were purchased at investment grade, but whose ratings have
since been downgraded.

Included in residential mortgage-back securities are collateralized mortgage
obligations ("CMOs") with carrying values of $2.5 billion and $2.6 billion at
December 31, 1995 and 1994, respectively. The principal risks inherent in
holding CMOs are prepayment and extension risks related to dramatic decreases
and increases in interest rates whereby the CMOs would be subject to repayments
of principal earlier or later than originally anticipated. At December 31, 1995
and 1994, approximately 79% and 85%, respectively, of the Company's CMO holdings
consisted of sequential and planned amortization class debt securities which are
subject to less prepayment and extension risk than other CMO instruments. At
December 31, 1995 and 1994, approximately 81% and 82%, respectively, of the
Company's CMO holdings were collateralized by residential mortgage loans, on
which the timely payment of principal and interest was backed by specified
government agencies (e.g., GNMA, FNMA, FHLMC).

If due to declining interest rates, principal was to be repaid earlier than
originally anticipated, the Company could be affected by a decrease in
investment income due to the reinvestment of these funds at a lower interest
rate. Such prepayments may result in a duration mismatch between assets and
liabilities which could be corrected as cash from prepayments could be
reinvested at an appropriate duration to adjust the mismatch.

Conversely, if due to increasing interest rates, principal was to be repaid
slower than originally anticipated, the Company could be affected by a decrease
in cash flow which reduces the ability to reinvest expected principal repayments
at higher interest rates. Such slower payments may result in a duration mismatch
between assets and liabilities which could be corrected as available cash flow
could be reinvested at an appropriate duration to adjust the mismatch.

At December 31, 1995 and 1994, approximately 3% and 4%, respectively, of the
Company's CMO holdings consisted of interest-only strips ("IOs") or
principal-only strips ("POs"). IOs receive payments of interest and POs receive
payments of principal on the underlying pool of mortgages. The risk inherent in
holding POs is extension risk related to dramatic increases in interest rates
whereby

                                      F-21
<PAGE>

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

             Notes to Consolidated Financial Statements (Continued)

2. Investments (Continued)

the future payments due on POs could be repaid much slower than originally
anticipated. The extension risks inherent in holding POs was mitigated somewhat
by offsetting positions in IOs. During dramatic increases in interest rates, IOs
would generate more future payments than originally anticipated.

The risk inherent in holding IOs is prepayment risk related to dramatic
decreases in interest rates whereby future IO cash flows could be much less than
originally anticipated and in some cases could be less than the original cost of
the IO. The risks inherent in IOs are mitigated somewhat by holding offsetting
positions in POs. During dramatic decreases in interest rates POs would generate
future cash flows much quicker than originally anticipated.

Investments in available for sale equity securities were as follows:

<TABLE>
<CAPTION>
                                     Gross       Gross
                                  Unrealized  Unrealized     Fair
                          Cost       Gains       Losses      Value
                          -------   ---------   ---------   --------
                                         (millions)
<S>                       <C>        <C>          <C>       <C>
1995
- ----
Equity Securities         $ 231.6    $27.2        $1.2      $ 257.6
                          -------   ---------   ---------   --------

1994
- ----
Equity Securities         $ 230.5    $ 6.5        $7.9      $ 229.1
                          -------   ---------   ---------   --------
</TABLE>

3. Capital Gains and Losses on Investment Operations

Realized capital gains or losses are the difference between proceeds received
from investments sold or prepaid, and amortized cost. Net realized capital gains
as reflected in the Consolidated Statements of Income are after deductions for
net realized capital gains (losses) allocated to experience-rated contracts of
$61.1 million, $(29.1) million and $(54.8) million for the years ended December
31, 1995, 1994, and 1993, respectively. Net realized capital gains (losses)
allocated to experience-rated contracts are deferred and subsequently reflected
in credited rates on an amortized basis. Net unamortized gains (losses),
reflected as a component of Policyholders' Funds Left With the Company, were
$7.3 million and $(50.7) million at the end of December 31, 1995 and 1994,
respectively.

Changes to the mortgage loan valuation reserve and writedowns on debt securities
are included in net realized capital gains (losses) and amounted to $3.1
million, $1.1 million and $(98.5) million, of which $2.2 million, $0.8 million
and $(91.5) million were allocable to experience-rated contractholders, for the
years ended December 31, 1995, 1994 and 1993, respectively. The 1993 losses were
primarily related to writedowns of interest-only mortgage-backed securities to
their fair value.

Net realized capital gains (losses) on investments, net of amounts allocated to
experience-rated contracts, were as follows:

                                      F-22
<PAGE>

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

             Notes to Consolidated Financial Statements (Continued)

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

<TABLE>
<CAPTION>
                                   1995    1994    1993
                                   -----   ----   ------
                                        (millions)
<S>                                <C>     <C>    <C>
Debt securities                    $32.8   $1.0   $ 9.6
Equity securities                    8.3    0.2     0.1
Mortgage loans                       0.2    0.3    (0.2)
                                   -----   ----   ------
Pretax realized capital gains      $41.3   $1.5   $ 9.5
                                   -----   ----   ------
After-tax realized capital
  gains                            $25.8   $1.0   $ 6.2
                                   =====   ====   ======
</TABLE>

Gross gains of $44.6 million, $26.6 million and $33.3 million and gross losses
of $11.8 million, $25.6 million and $23.7 million were realized from the sales
of investments in debt securities in 1995, 1994 and 1993, respectively.

Changes in unrealized capital gains (losses), excluding changes in unrealized
capital gains (losses) related to experience-rated contracts, for the years
ended December 31, were as follows:

<TABLE>
<CAPTION>
                                                   1995      1994      1993
                                                  ------   --------   -------
                                                          (millions)
<S>                                               <C>      <C>        <C>
Debt securities                                   $255.9   $(242.1)   $164.3
Equity securities                                   27.3     (13.3)     10.6
Limited partnership                                  1.8      (1.8)       --
                                                  ------   --------   -------
                                                   285.0    (257.2)    174.9
Deferred federal income taxes (See Note 6)         (36.5)     46.3      61.2
                                                  ------   --------   -------
Net change in unrealized capital gains
  (losses)                                        $321.5   $(303.5)   $113.7
                                                  ======   ========   =======
</TABLE>

Net unrealized capital gains (losses) allocable to experience-rated contracts of
$515.0 million and $104.1 million at December 31, 1995 and $(260.9) million and
$(47.7) million at December 31, 1994 are reflected on the Consolidated Balance
Sheet in Policyholders' Funds Left With the Company and Future Policy Benefits,
respectively, and are not included in shareholder's equity.

Shareholder's equity included the following unrealized capital gains (losses),
which are net of amounts allocable to experience-rated contractholders, at
December 31:

<TABLE>
<CAPTION>
                                    1995     1994      1993
                                   ------   -------   -------
                                           (millions)
<S>                                <C>      <C>       <C>
Debt securities
 Gross unrealized capital gains    $179.3   $  27.4   $164.3
 Gross unrealized capital
  losses                             (1.3)   (105.2)      --
                                   ------   -------   -------
                                    178.0     (77.8)   164.3
</TABLE>

                                      F-23
<PAGE>

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

             Notes to Consolidated Financial Statements (Continued)

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

<TABLE>
<CAPTION>
                                             1995      1994      1993
                                            ------   --------   ------
                                                    (millions)
<S>                                         <C>      <C>        <C>
Equity securities
 Gross unrealized capital gains             $ 27.2   $   6.5    $ 12.0
 Gross unrealized capital losses              (1.2)     (7.9)     (0.1)
                                            ------   --------   ------
                                              26.0      (1.4)     11.9
Limited Partnership
 Gross unrealized capital gains                 --         --       --
 Gross unrealized capital losses                --      (1.8)       --
                                            ------   --------   ------
                                                --      (1.8)       --
Deferred federal income taxes (See Note
  6)                                          71.5     108.0      61.7
                                            ------   --------   ------

Net unrealized capital gains (losses)       $132.5   $(189.0)   $114.5
                                            ======   ========   ======
</TABLE>

4. Net Investment Income

Sources of net investment income were as follows:
<TABLE>
<CAPTION>
                                          1995      1994     1993
                                        --------   ------   -------
                                                (millions)
<S>                                     <C>        <C>      <C>
Debt securities                         $  891.5   $823.9   $828.0
Preferred stock                              4.2      3.9      2.3
Investment in affiliated mutual
  funds                                     14.9      5.2      2.9
Mortgage loans                               1.4      1.4      1.5
Policy loans                                13.7     11.5     10.8
Reinsurance loan to affiliate               46.5     51.5     53.3
Cash equivalents                            38.9     29.5     16.8
Other                                        8.4      6.7      7.7
                                        --------   ------   -------
Gross investment income                  1,019.5    933.6    923.3
Less investment expenses                   (15.2)   (16.4)   (11.4)
                                        --------   ------   -------
Net investment income                   $1,004.3   $917.2   $911.9
                                        ========   ======   =======
</TABLE>

Net investment income includes amounts allocable to experience-rated
contractholders of $744.2 million, $677.1 million and $661.3 million for the
years ended December 31, 1995, 1994 and 1993, respectively. Interest credited to
contractholders is included in Current and Future Benefits.

5. Dividend Restrictions and Shareholder's Equity

The Company distributed $2.9 million in the form of dividends of two of its
subsidiaries, SBA and AISI, to Aetna Retirement Services, Inc. in 1995.

The amount of dividends that may be paid to the shareholder in 1996 without
prior approval by the Insurance Commissioner of the State of Connecticut is
$70.0 million.

                                      F-24
<PAGE>

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

             Notes to Consolidated Financial Statements (Continued)

5. Dividend Restrictions and Shareholder's Equity (Continued)

The Insurance Department of the State of Connecticut (the "Department")
recognizes as net income and shareholder's equity those amounts determined in
conformity with statutory accounting practices prescribed or permitted by the
Department, which differ in certain respects from generally accepted accounting
principles. Statutory net income was $70.0 million, $64.9 million and $77.6
million for the years ended December 31, 1995, 1994 and 1993, respectively.
Statutory shareholder's equity was $670.7 million and $615.0 million as of
December 31, 1995 and 1994, respectively.

At December 31, 1995 and December 31, 1994, the Company does not utilize any
statutory accounting practices which are not prescribed by insurance regulators
that, individually or in the aggregate, materially affect statutory
shareholder's equity.

6. Federal Income Taxes

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

In August 1993, the Omnibus Budget Reconciliation Act of 1993 (OBRA) was enacted
which resulted in an increase in the federal corporate tax rate from 34% to 35%
retroactive to January 1, 1993. The enactment of OBRA resulted in an increase in
the deferred tax liability of $3.4 million at date of enactment, which is
included in the 1993 deferred tax expense.

Components of income tax expense (benefits) were as follows:

<TABLE>
<CAPTION>
                               1995     1994     1993
                              ------   ------   -------
                                     (millions)
<S>                           <C>      <C>      <C>
Current taxes (benefits):
 Income from operations       $ 82.9   $ 78.7   $ 87.1
 Net realized capital
  gains                         28.5    (33.2)    18.1
                              ------   ------   -------
                               111.4     45.5    105.2
                              ------   ------   -------
Deferred taxes (benefits):
 Income from operations        (14.4)    (8.0)   (14.2)
 Net realized capital
  gains                        (12.9)    33.7    (14.8)
                              ------   ------   -------
                               (27.3)    25.7    (29.0)
                              ------   ------   -------
  Total                       $ 84.1   $ 71.2   $ 76.2
                              ======   ======   =======
</TABLE>

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

                                      F-25
<PAGE>

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

             Notes to Consolidated Financial Statements (Continued)

6. Federal Income Taxes (Continued)

<TABLE>
<CAPTION>
                                            1995     1994     1993
                                           ------   ------   -------
                                                   (millions)
<S>                                        <C>      <C>      <C>
Income before federal income taxes         $260.0   $216.5   $219.1
Tax rate                                       35%      35 %     35 %
                                           ------   ------   -------
Application of the tax rate                  91.0     75.8     76.7
                                           ------   ------   -------
Tax effect of:
 Excludable dividends                        (9.3)    (8.6)    (8.7)
 Tax reserve adjustments                      3.9      2.9      4.7
 Reinsurance transaction                     (0.5)     1.9     (0.2)
 Tax rate change on deferred
  liabilities                                  --       --      3.7
 Other, net                                  (1.0)    (0.8)    --
                                           ------   ------   -------
  Income tax expense                       $ 84.1   $ 71.2   $ 76.2
                                           ======   ======   =======
</TABLE>

The tax effects of temporary differences that give rise to deferred tax
assets and deferred tax liabilities at December 31 are presented below:
<TABLE>
<CAPTION>
                                                            1995     1994
                                                           ------   -------
                                                             (millions)
<S>                                                        <C>      <C>
Deferred tax assets: 
 Insurance reserves                                        $290.4   $211.5
 Net unrealized capital losses                                 --    136.3
 Unrealized gains allocable to experience-rated
  contracts                                                 216.7       --
 Investment losses not currently deductible                   7.3     15.5
 Postretirement benefits other than pensions                  7.7      8.4
 Other                                                       32.0     28.3
                                                           ------   -------
Total gross assets                                          554.1    400.0
Less valuation allowance                                       --    136.3
                                                           ------   -------
 Deferred tax assets, net of valuation                      554.1    263.7

Deferred tax liabilities:
 Deferred policy acquisition costs                          433.0    385.2
 Unrealized losses allocable to experience-rated
  contracts                                                    --    108.0
 Market discount                                              4.4      3.6
 Net unrealized capital gains                               288.2       --
 Other                                                       (1.9)     0.4
                                                           ------   -------
Total gross liabilities                                     723.7    497.2
                                                           ------   -------
Net deferred tax liability                                 $169.6   $233.5
                                                           ======   =======
</TABLE>

Net unrealized capital gains and losses are presented in shareholder's equity
net of deferred taxes. At December 31, 1994, $81.0 million of net unrealized
capital losses were reflected in shareholder's equity without deferred tax
benefits. As of December 31, 1995, no valuation allowance was required for
unrealized capital gains and losses. The reversal of the valuation allowance had
no impact on net income in 1995.

                                      F-26
<PAGE>

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

             Notes to Consolidated Financial Statements (Continued)

6. Federal Income Taxes (Continued)

The "Policyholders' Surplus Account," which arose under prior tax law, is
generally that portion of a life insurance company's statutory income that has
not been subject to taxation. As of December 31, 1983, no further additions
could be made to the Policyholders' Surplus Account for tax return purposes
under the Deficit Reduction Act of 1984. The balance in such account was
approximately $17.2 million at December 31, 1995. This amount would be taxed
only under certain conditions. No income taxes have been provided on this amount
since management believes the conditions under which such taxes would become
payable are remote.

The Internal Revenue Service ("Service") has completed examinations of the
consolidated federal income tax returns of Aetna through 1986. Discussions are
being held with the Service with respect to proposed adjustments. However,
management believes there are adequate defenses against, or sufficient reserves
to provide for, such challenges. The Service has commenced its examinations for
the years 1987 through 1990.

7. Benefit Plans

Employee Pension Plans--The Company, in conjunction with Aetna, has
non-contributory defined benefit pension plans covering substantially all
employees. The plans provide pension benefits based on years of service and
average annual compensation (measured over sixty consecutive months of highest
earnings in a 120 month period). Contributions are determined using the
Projected Unit Credit Method and, for qualified plans subject to ERISA
requirements, are limited to the amounts that are currently deductible for tax
reporting purposes. The accumulated benefit obligation and plan assets are
recorded by Aetna. The accumulated plan assets exceed accumulated plan benefits.
There has been no funding to the plan for the years 1993 through 1995, and
therefore, no expense has been recorded by the Company.

Agent Pension Plans--The Company, in conjunction with Aetna, has a non-qualified
pension plan covering certain agents. The plan provides pension benefits based
on annual commission earnings. The accumulated plan assets exceed accumulated
plan benefits. There has been no funding to the plan for the years 1993 through
1995, and therefore, no expense has been recorded by the Company.

Employee Postretirement Benefits--In addition to providing pension benefits,
Aetna also provides certain postretirement health care and life insurance
benefits, subject to certain caps, for retired employees. Medical and dental
benefits are offered to all full-time employees retiring at age 50 with at least
15 years of service or at age 65 with at least 10 years of service. Retirees are
required to contribute to the plans based on their years of service with Aetna.

The cost to the Company associated with the Aetna postretirement plans for 1995,
1994 and 1993 were $1.4 million, $1.0 million and $0.8 million, respectively.

Agent Postretirement Benefits--The Company, in conjunction with Aetna, also
provides certain postemployment health care and life insurance benefits for
certain agents.

The cost to the Company associated to the agents' postretirement plans for 1995,
1994 and 1993 were $0.8 million, $0.7 million and $0.6 million, respectively.

                                      F-27
<PAGE>

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

             Notes to Consolidated Financial Statements (Continued)

7. Benefit Plans (Continued)

Incentive Savings Plan--Substantially all employees are eligible to participate
in a savings plan under which designated contributions, which may be invested in
common stock of Aetna or certain other investments, are matched, up to 5% of
compensation, by Aetna. Pretax charges to operations for the incentive savings
plan were $4.9 million, $3.3 million and $3.1 million in 1995, 1994 and 1993,
respectively.

Stock Plans--Aetna has a stock incentive plan that provides for stock options
and deferred contingent common stock or cash awards to certain key employees.
Aetna also has a stock option plan under which executive and middle management
employees of Aetna may be granted options to purchase common stock of Aetna at
the market price on the date of grant or, in connection with certain business
combinations, may be granted options to purchase common stock on different
terms. The cost to the Company associated with the Aetna stock plans for 1995,
1994 and 1993, was $6.3 million, $1.7 million and $0.4 million, respectively.

8. Related Party Transactions

The Company is compensated by the Separate Accounts for bearing mortality and
expense risks pertaining to variable life and annuity contracts. Under the
insurance contracts, the Separate Accounts pay the Company a daily fee which, on
an annual basis, ranges, depending on the product, from .25% to 1.80% of their
average daily net assets. The Company also receives fees from the variable life
and annuity mutual funds and The Aetna Series Fund for serving as investment
adviser. Under the advisory agreements, the Funds pay the Company a daily fee
which, on an annual basis, ranges, depending on the fund, from .25% to 1.00% of
their average daily net assets. The advisory agreements also call for the
variable funds to pay their own administrative expenses and for The Aetna Series
Fund to pay certain administrative expenses. The Company also receives fees
(expressed as a percentage of the average daily net assets) from The Aetna
Series Fund for providing administration, shareholder services and promoting
sales. The amount of compensation and fees received from the Separate Accounts
and Funds, included in Charges Assessed Against Policyholders, amounted to
$128.1 million, $104.6 million and $93.6 million in 1995, 1994 and 1993,
respectively. The Company may waive advisory fees at its discretion.

The Company may, from time to time, make reimbursements to a Fund for some or
all of its operating expenses. Reimbursement arrangements may be terminated at
any time without notice.

Since 1981, all domestic individual non-participating life insurance of Aetna
and its subsidiaries has been issued by the Company. Effective December 31,
1988, the Company entered into a reinsurance agreement with Aetna Life Insurance
Company ("Aetna Life") in which substantially all of the non-participating
individual life and annuity business written by Aetna Life prior to 1981 was
assumed by the Company. A $108.0 million commission, paid by the Company to
Aetna Life in 1988, was capitalized as deferred policy acquisition costs. The
Company maintained insurance reserves of $655.5 million and $690.3 million as of
December 31, 1995 and 1994, respectively, relating to the business assumed. In
consideration for the assumption of this business, a loan was established
relating to the

                                      F-28
<PAGE>

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

             Notes to Consolidated Financial Statements (Continued)

8. Related Party Transactions (Continued)

assets held by Aetna Life which support the insurance reserves. The loan is
being reduced in accordance with the decrease in the reserves. The fair value of
this loan was $663.5 million and $630.3 million as of December 31, 1995 and
1994, respectively, and is based upon the fair value of the underlying assets.
Premiums of $28.0 million, $32.8 million and $33.3 million and current and
future benefits of $43.0 million, $43.8 million and $55.4 million were assumed
in 1995, 1994 and 1993, respectively.

Investment income of $46.5 million, $51.5 million and $53.3 million was
generated from the reinsurance loan to affiliate in 1995, 1994 and 1993,
respectively. Net income of approximately $18.4 million, $25.1 million and $13.6
million resulted from this agreement in 1995, 1994 and 1993, respectively.

On December 16, 1988, the Company assumed $25.0 million of premium revenue from
Aetna Life for the purchase and administration of a life contingent single
premium variable payout annuity contract. In addition, the Company also is
responsible for administering fixed annuity payments that are made to annuitants
receiving variable payments. Reserves of $28.0 million and $24.2 million were
maintained for this contract as of December 31, 1995 and 1994, respectively.

Effective February 1, 1992, the Company increased its retention limit per
individual life to $2.0 million and entered into a reinsurance agreement with
Aetna Life to reinsure amounts in excess of this limit, up to a maximum of $8.0
million on any new individual life business, on a yearly renewable term basis.
Premium amounts related to this agreement were $3.2 million, $1.3 million and
$0.6 million for 1995, 1994 and 1993, respectively.

The Company received no capital contributions in 1995, 1994 or 1993.

The Company distributed $2.9 million in the form of dividends of two of its
subsidiaries, SBA and AISI, to Aetna Retirement Services, Inc. in 1995.

Premiums due and other receivables include $5.7 million and $27.6 million due
from affiliates in 1995 and 1994, respectively. Other liabilities include $12.4
million and $27.9 million due to affiliates for 1995 and 1994, respectively.

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

9. Reinsurance

The Company utilizes indemnity reinsurance agreements to reduce its exposure to
large losses in all aspects of its insurance business. Such reinsurance permits
recovery of a portion of losses from reinsurers, although it does not discharge
the primary liability of the Company as direct insurer of the risks reinsured.
The Company evaluates the financial strength of potential reinsurers and
continually monitors the financial condition of reinsurers. Only those
reinsurance recoverables deemed probable of recovery are reflected as assets on
the Company's Consolidated Balance Sheets.

                                      F-29
<PAGE>

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

             Notes to Consolidated Financial Statements (Continued)

9. Reinsurance (Continued)

The following table includes premium amounts ceded/assumed to/from affiliated
companies as discussed in Note 8 above.

<TABLE>
<CAPTION>
                                                        Assumed
                                           Ceded to      from
                                 Direct      Other       Other       Net
                                 Amount    Companies   Companies   Amount
                                 -------   ---------   ---------   -------
                                                (millions)
<S>                              <C>         <C>         <C>       <C>
1995
- ----
Premiums:
 Life Insurance                  $ 28.8      $ 8.6       $28.0     $ 48.2
 Accident and Health
  Insurance                         7.5        7.5          --         --
 Annuities                         82.1         --         0.5       82.6
                                 -------   ---------   ---------   -------
  Total earned premiums          $118.4      $16.1       $28.5     $130.8
                                 =======   =========   =========   =======

1994
- ----
Premiums:
 Life Insurance                  $ 27.3      $ 6.0       $32.8    $ 54.1
 Accident and Health
  Insurance                         9.3        9.3          --        --
 Annuities                         69.9         --         0.2       70.1
                                 -------   ---------   ---------   -------
  Total earned premiums          $ 106.5     $15.3       $33.0     $124.2
                                 =======   =========   =========   =======

1993
- ----
Premiums:
 Life Insurance                  $ 22.4     $  5.6      $ 33.3    $  50.1
 Accident and Health
  Insurance                        12.9       12.9          --         --
 Annuities                         31.3         --         0.7       32.0
                                 -------   ---------   ---------   -------
  Total earned premiums          $ 66.6      $18.5       $34.0     $ 82.1
                                 =======   =========   =========   =======
</TABLE>

10. Financial Instruments

Estimated Fair Value

The carrying values and estimated fair values of the Company's financial
instruments at December 31, 1995 and 1994 were as follows:

                                      F-30
<PAGE>

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

             Notes to Consolidated Financial Statements (Continued)

10. Financial Instruments (Continued)

<TABLE>
<CAPTION>
                                           1995                   1994
                                    -------------------   --------------------
                                    Carrying     Fair     Carrying     Fair
                                     Value      Value      Value       Value
                                    --------   --------   --------   ---------
                                                    (millions)
<S>                                <C>        <C>        <C>         <C>
Assets:
 Cash and cash equivalents         $   568.8  $   568.8  $   623.3   $   623.3
 Short-term investments                 15.1       15.1       98.0        98.0
 Debt securities                    12,720.8   12,720.8   10,191.4    10,191.4
 Equity securities                     257.6      257.6      229.1       229.1
 Limited partnership                   --         --          24.4        24.4
 Mortgage loans                         21.2       21.9        9.9         9.9
Liabilities:
 Investment contract
  liabilities:
  With a fixed maturity                989.1    1,001.2      826.7       833.5
  Without a fixed maturity           9,511.0    9,298.4    8,122.6     7,918.2
</TABLE>

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

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

Short-term instruments: Fair values are based on quoted market prices or dealer
quotations. Where quoted market prices are not available, the carrying amounts
reported in the Consolidated Balance Sheets approximates fair value. Short-term
instruments have a maturity date of one year or less and include cash and cash
equivalents, and short-term investments.

Debt and equity securities: Fair values are based on quoted market prices or
dealer quotations. Where quoted market prices or dealer quotations are not
available, fair value is estimated by using quoted market prices for similar
securities or discounted cash flow methods.

Mortgage loans: Fair value is estimated by discounting expected mortgage loan
cash flows at market rates which reflect the rates at which similar loans would
be made to similar borrowers. The rates reflect management's assessment of the
credit quality and the remaining duration of the loans. The fair value estimate
of mortgage loans of lower quality, including problem and restructured loans, is
based on the estimated fair value of the underlying collateral.

                                      F-31
<PAGE>

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

             Notes to Consolidated Financial Statements (Continued)

10. Financial Instruments (Continued)

Investment contract liabilities (included in Policyholders' Funds Left With
the Company):

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

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

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

During 1995, the Company received $0.4 million for writing call options on
underlying securities. As of December 31, 1995 there were no option contracts
outstanding.

At December 31, 1995, the Company had a forward swap agreement with a notional
amount of $100.0 million and a fair value of $0.1 million.

The Company did not have transactions in derivative instruments in 1994.

The Company also holds investments in certain debt and equity securities with
derivative characteristics (i.e., including the fact that their market value is
at least partially determined by, among other things, levels of or changes in
interest rates, prepayment rates, equity markets or credit ratings/ spreads).
The amortized cost and fair value of these securities, included in the $13.4
billion investment portfolio, as of December 31, 1995 was as follows:

<TABLE>
<CAPTION>
                                        Amortized     Fair
(Millions)                                 Cost       Value
                                         --------   ---------
<S>                                      <C>        <C>
Collateralized mortgage obligations      $2,383.9   $2,549.3
 Principal-only strips (included
  above)                                     38.7       50.0
 Interest-only strips (included above)       10.7       20.7
Structured Notes (1)                         95.0      100.3
</TABLE>

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

11. Commitments and Contingent Liabilities

Commitments

Through the normal course of investment operations, the Company commits to
either purchase or sell securities or money market instruments at a specified
future date and at a specified price or yield. The inability of counterparties
to honor these commitments may result in either higher or lower replacement
cost. Also, there is likely to be a change in the value of the securities
underlying the commitments. At December 31, 1995, the Company had commitments to
purchase investments of $31.4

                                      F-32
<PAGE>

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

             Notes to Consolidated Financial Statements (Continued)

11. Commitments and Contingent Liabilities (Continued)

million. The fair value of the investments at December 31, 1995 approximated
$31.5 million. There were no outstanding forward commitments at December 31,
1994.

Litigation

There were no material legal proceedings pending against the Company as of
December 31, 1995 or December 31, 1994 which were beyond the ordinary course of
business. The Company is involved in lawsuits arising, for the most part, in the
ordinary course of its business operations as an insurer.

12. Segment Information

The Company's operations are reported through two major business segments:
Life Insurance and Financial Services.

Summarized financial information for the Company's principal operations was as
follows:

<TABLE>
<CAPTION>
(Millions)                                    1995       1994       1993
- ---------------------------------------------------------------------------
<S>                                         <C>        <C>        <C>
Revenue:
 Financial services                         $1,129.4   $  946.1   $  892.8
 Life insurance                                407.9      386.1      371.7
                                            --------   --------   ---------
  Total revenue                             $1,537.3   $1,332.2   $1,264.5
- ---------------------------------------------------------------------------

Income before federal income taxes:
 Financial services                         $  158.0   $  119.7   $  121.1
 Life insurance                                102.0       96.8       98.0
                                            --------   --------   ---------
  Total income before federal income
  taxes                                     $  260.0   $  216.5   $  219.1
- ---------------------------------------------------------------------------

Net income:
 Financial services                         $  113.8   $   85.5   $   86.8
 Life insurance                                 62.1       59.8       56.1
                                            --------   --------   ---------
Net income                                  $  175.9   $  145.3   $  142.9
- ---------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
(Millions)                                  1995        1994         1993
- ---------------------------------------------------------------------------
<S>                                       <C>         <C>         <C>
Assets under management, at fair
  value:
 Financial services                        $23,224.3  $17,785.2  $16,600.5
 Life insurance                              2,698.1    2,171.7    2,175.5
- ---------------------------------------------------------------------------
  Total assets under management            $25,922.4  $19,956.9  $18,776.0
- ---------------------------------------------------------------------------
</TABLE>

                                      F-33
<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.

                        UNDERTAKING PURSUANT TO RULE 484

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-3T(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)   Aetna Life Insurance and Annuity Company has concluded that there is a
      reasonable likelihood that the distribution financing arrangement of
      Variable Life Account B (the "VUL Account") will benefit the VUL Account
      and Policy Owners.

(4)   The VUL Account will invest only in management companies which if they
      undertake a 12b-1 plan, the investment will undertake to have a board of
      directors, a majority of whom are not interested persons of the Company,
      formulate and approve any plan under Rule
      12b-1 to finance distribution expenses.
<PAGE>

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 upon request the documents used to support the representation in
paragraph (2) above and a memorandum setting forth the basis for the
representation in paragraph (3) above.

                  CONTENTS OF POST-EFFECTIVE AMENDMENT NO. 6 TO
                             REGISTRATION STATEMENT

This Post-Effective Amendment No. 6 to Registration Statement No. 33-76018
comprises the following papers and documents:

(bullet) The facing sheet.

(bullet) One Variable Life Insurance (AetnaVest Plus) prospectus consisting of
         94 pages, and one supplement to the AetnaVest Plus prospectus
         consisting of 23 pages.

(bullet) The undertaking to file reports

(bullet) The undertaking pursuant to Rule 484

(bullet) Representations pursuant to Rule 6e-3(T)

(bullet) The signatures.

(bullet) Written consents of the following persons:

         A. Actuarial Opinion and Consent

         B. Consent of Independent Auditors

         C. Consent of Counsel

(bullet) 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(1)

             (3)(ii)  Life Insurance General Agent Agreement(1)

             (3)(iii) Broker Agreement(1)

             (3)(iv)  Life Insurance Broker-Dealer Agreement(1)

             (4)      Not applicable

             (5)(i)   Form of AetnaVest Plus Policy(2)

             (5)(ii)  Term Rider to AetnaVest Plus Policy(2)

             (6)      Certificate of Incorporation and By-Laws of Aetna Life
                      Insurance and Annuity Company, Depositor(3)

             (7)      Not applicable

             (8)(i)   Fund Participation Agreement (Amended and Restated)
                      between Aetna Life Insurance and Annuity Company, Alger
                      American Fund and Fred Alger Management, Inc. dated as of
                      March 31, 1995(4)
<PAGE>

             (8)(ii)  Fund Participation Agreement between Aetna Life Insurance
                      and Annuity Company and Fidelity Distributors Corporation
                      (Variable Insurance Products Fund) dated February 1, 1994
                      and amended March 1, 1996(4)

             (8)(iii) Fund Participation Agreement between Aetna Life Insurance
                      and Annuity Company and Fidelity Distributors Corporation
                      (Variable Insurance Products Fund II) dated February 1,
                      1994 and amended March 1, 1996(4)

             (8)(iv)  Fund Participation Agreement between Aetna Life Insurance
                      and Annuity Company and Janus Aspen Series dated April 19,
                      1994 and amended March 1, 1996(4)

             (8)(v)   Fund Participation Agreement between Aetna Life Insurance
                      and Annuity Company and Scudder Variable Life Investment
                      Fund dated April 27, 1992, and amended February 19, 1993
                      and August 13, 1993(4)

             (8)(vi)  Fund Participation Agreement between Aetna Life Insurance
                      and Annuity Company, Investors Research Corporation and
                      TCI Portfolios, Inc. dated July 29, 1992 and amended
                      December 22, 1992 and June 1, 1994(4)

             (9)      Not applicable

            (10)      Form of Application for AetnaVest Plus Policy(2)

         2.  Opinion of Counsel(5)

         3.  Not applicable

         4.  Not applicable

         5.  Not applicable

         6.  Copy of Power of Attorney(6)


         (27) Financial Data Schedule(7)

1.  Incorporated by reference to Post-Effective Amendment No. 2 to Registration
    Statement on Form S-6 (File No. 33-76004), as filed electronically on
    February 16, 1996.

2.  Incorporated by reference to Pre-Effective Amendment No. 1 to Registration
    Statement on Form S-6 (File No. 33-76018), as filed on April 25, 1994.

3.  Incorporated by reference to Post-Effective Amendment No. 1 to Registration
    Statement on Form S-1 (File No. 33-60477), as filed electronically on
    April 15, 1996.

4.  Incorporated by reference to Post-Effective Amendment No. 5 to Registration
    Statement on Form N-4 (File No. 33-75986), as filed electronically on
    April 12, 1996.

5.  Incorporated by reference to Registrant's 24f-2 Notice for the fiscal year
    ended December 31, 1995, as filed electronically on February 29, 1996.

6.  Incorporated by reference to Post-Effective Amendment No. 3 to Registration
    Statement on Form N-4 (File No. 33-75974), as filed electronically on April
    9, 1996. In addition, a certified copy of the resolution adopted by the
    Depositor's Board of Directors authorizing filings pursuant to a power of
    attorney as required by Rule 478 under the Securities Act of 1933 is
    incorporated by reference to Post-Effective Amendment No. 5 to Registration
    Statement on Form N-4 (File No. 33-75986), as filed electronically on
    April 12, 1996.

7.  Incorporated by reference to Post-Effective Amendment No. 5 to Registration
    Statement on Form S-6 (File No. 33-76018), as filed electronically on
    April 28, 1996.


<PAGE>



                                   SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant, Variable Life Account B of Aetna Life Insurance and Annuity Company,
certifies that it meets the requirements of Securities Act Rule 485(b) for
effectiveness of this Post-Effective Amendment No. 6 to its Registration
Statement on Form S-6 (File No 33-76018) and, has duly caused this
Post-Effective Amendment No. 6 to its Registration Statement on Form S-6 (File
No. 33-76018) 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 21st day of June,
1996.

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

(SEAL)

ATTEST: /s/ Susan E. Schechter
        ------------------------
            Susan E. Schechter
            Corporate Secretary

                                 By:   AETNA LIFE INSURANCE AND ANNUITY COMPANY
                                          (Depositor)

                                 By:  /s/ Daniel P. Kearney*
                                      ----------------------------------------
                                          Daniel P. Kearney
                                          Principal Executive Officer


Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment No. 6 to the Registration Statement No. 33-76018 has been signed below
by the following persons in the capacities indicated and on the dates indicated.

Signature                      Title                                 Date

/s/ Daniel P. Kearney*         Director and President            )
- -----------------------------  (Principal Executive Officer)     )
    Daniel P. Kearney                                            )
                                                                 ) June 21,
                                                                 )   1996
                                                                 )
/s/ Christopher J. Burns*      Director                          )
- -----------------------------                                    )
    Christopher J. Burns                                         )


<PAGE>




/s/ Laura R. Estes*            Director                          )
- -----------------------------                                    )
    Laura R. Estes                                               )
                                                                 )
/s/ Timothy A. Holt*           Director                          )
- -----------------------------                                    )
    Timothy A. Holt                                              )
                                                                 )
/s/ Gail P. Johnson*           Director                          )
- -----------------------------                                    )
    Gail P. Johnson                                              )
                                                                 )
/s/ John Y. Kim*               Director                          )
- -----------------------------                                    )
    John Y. Kim                                                  )
                                                                 )
/s/ Shaun P. Mathews*          Director                          )
- -----------------------------                                    )
    Shaun P. Mathews                                             )
                                                                 )
/s/ Glen Salow*                Director                          )
- -----------------------------                                    )
    Glen Salow                                                   )
                                                                 )
/s/ Creed R. Terry*            Director                          )
- -----------------------------                                    )
    Creed R. Terry                                               )
                                                                 )
/s/ Eugene M Trovato*          Vice President and Treasurer,     )
- -----------------------------  Corporate Controller              )
    Eugene M. Trovato                                            )


By:     /s/ Julie E. Rockmore
        ----------------------
            Julie E. Rockmore
            *Attorney-in-Fact


<PAGE>



                             VARIABLE LIFE ACCOUNT B
                                  EXHIBIT INDEX


Exhibit No.  Exhibit                                             Page

99-1.1       Resolution establishing Variable Life Account B       *

99-1.3(i)    Master General Agent Agreement                        *

99-1.3(ii)   Life Insurance General Agent Agreement                *

99-1.3(iii)  Broker Agreement                                      *

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

99-1.5(i)    Form of AetnaVest Plus Policy                         *

99-1.5(ii)   Term Rider to AetnaVest Plus Policy                   *

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

99-1.8(i)    Fund Participation Agreement (Amended and             *
             Restated) between Aetna Life Insurance and
             Annuity Company, Alger American Fund and Fred
             Alger Management, Inc. dated as of March 31,
             1995

99-1.8(ii)   Fund Participation Agreement between Aetna Life       *
             Insurance and Annuity Company and Fidelity
             Distributors Corporation (Variable Insurance
             Products Fund) dated February 1, 1994 and
             amended March 1, 1996

99-1.8(iii)  Fund Participation Agreement between Aetna Life       *
             Insurance and Annuity Company and Fidelity
             Distributors Corporation (Variable Insurance
             Products Fund II) dated February 1, 1994 and
             amended March 1, 1996

99-1.8(iv)   Fund Participation Agreement between Aetna Life       *
             Insurance and Annuity Company and Janus Aspen
             Series dated April 19, 1994 and amended March 1,
             1996

*Incorporated by reference

<PAGE>




Exhibit No.  Exhibit                                             Page

99-1.8(v)    Fund Participation Agreement between Aetna Life      *
             Insurance and Annuity Company and Scudder
             Variable Life Investment Fund dated April 27,
             1992 and amended February 19, 1993 and
             August 13, 1993

99-1.8(vi)   Fund Participation Agreement between Aetna Life      *
             Insurance and Annuity Company, Investors
             Research Corporation and TCI Portfolios, Inc.
             dated July 29, 1992 and amended December 22,
             1992 and June 1, 1994

99-1.10      Form of Application for AetnaVest Plus Policy        *

99-2         Opinion of Counsel                                   *

99-6         Copy of Power of Attorney                            *

27           Financial Data Schedule                              *

*Incorporated by reference


                                         John B. Dinius
                                         Vice President and Actuary
[AETNA LOGO]                             Product Management, YFAC
                                         151 Farmington Avenue
                                         Hartford, Connecticut  06156
                                         Phone    860-275-2773
                                         Fax      860-275-4749


June 19, 1996


Re:  AetnaVest Plus (File No. 33-76018)

Dear Sir or Madam:

This opinion is furnished in connection with registration by Aetna Life
Insurance and Annuity Company on Form S-6 of its flexible premium variable
universal life insurance product (the "Policies") under the Securities Act of
1933. The prospectus included in the Registration Statement was prepared under
my direction, and I am familiar with the Registration Statement, as amended, and
Exhibits thereto.

In my opinion, the illustrations of benefits under the Policies included in the
prospectus under the caption "Illustrations of Death Benefits, Total Account
Values and Surrender Values," based on the assumptions stated in the
illustrations, are consistent with the provisions of the respective forms of the
Policies. Also in my opinion, the age selected in the illustrations is
representative of the manner in which the Policies operate.

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

Very truly yours,

/s/ John B. Dinius

John B. Dinius
Vice President and Actuary





                        Consent of Independent Auditors



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

We consent to the use of our reports dated February 6, 1996 and February 16,
1996 included herein and to the reference to our Firm under the caption
"Independent Auditors" in the
Prospectus.

Our report dated February 6, 1996 refers to a change in 1993 in the Company's
methods of accounting for certain investments in debt and equity securities.



                                                     /s/ KPMG Peat Marwick LLP

Hartford, Connecticut
June 25, 1996


[Aetna Letterhead]
                       151 Farmington Avenue      Susan E. Bryant
                       Hartford, CT  06156        Counsel
                                                  Law and Regulatory Affairs,
                                                  RE4C
                                                  (860) 273-7834
                                                      Fax:  (860) 273-8340

June 19, 1996




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

Attention:  Filing Desk

      Re:  Variable Life Account B of Aetna Life Insurance and Annuity Company
           Post-Effective Amendment No. 6 to the Registration Statement 
               on Form S-6 File Nos. 33-76018 and 811-4536
           -----------------------------------------------


Gentlemen:

As Counsel of Aetna Life Insurance and Annuity Company (the "Company"), I hereby
consent to the use of my opinion dated February 28, 1996 (incorporated herein by
reference to the 24f-2 Notice for the fiscal year ended December 31, 1995 filed
on behalf of Variable Life Account B of Aetna Life Insurance and Annuity Company
on February 29, 1996) as an exhibit to this Post-Effective Amendment No. 6 to
the Registration Statement on Form S-6 (File No. 33-76018) and to my being named
under the caption "Legal Matters" therein.

Very truly yours,

/s/ Susan E. Bryant

    Susan E. Bryant
    Counsel
    Aetna Life Insurance and Annuity Company




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