VARIABLE LIFE ACCOUNT B OF AETNA LIFE INSURANCE & ANNUITY CO, S-6EL24, 1996-11-08

VARIABLE LIFE ACCOUNT B OF AETNA LIFE INSURANCE & ANNUITY CO
S-6EL24, 1996-11-08

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Registration No. 333-_______

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------------------------------------
FORM S-6
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, RC4A, Hartford, Connecticut 06l56
(Complete Address of Depositor's Principal Executive Offices)
----------------------------------------------------------------
Susan E. Bryant, Counsel
Aetna Life Insurance and Annuity Company
151 Farmington Avenue, RC4A, Hartford, Connecticut 06l56
(Name and Complete Address of Agent for Service)
----------------------------------------------------------------

It is proposed that the public offering will commence as soon as practicable
after effectiveness of this filing.

The securities being registered hereby are interests under variable life
insurance policies or certificates. 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.

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

<PAGE>

VARIABLE LIFE ACCOUNT B
OF
AETNA LIFE INSURANCE AND ANNUITY COMPANY

<TABLE>
REGISTRATION STATEMENT ON FORM S-6
CROSS REFERENCE SHEET

<CAPTION>
N-8B-2
ITEM NO. PART 1 (PROSPECTUS)
<S> <C>
1 Cover Page; The Separate Account; The Company and Management
2 Cover Page; The Separate Account; The Company and Management
3 Not Applicable
4 Distribution of the Certificates
5 The Separate Account; The Company and Management
6 The Separate Account; The Company and Management
7 Not Applicable
8 Not Applicable
9 Additional Information - Legal Matters
10 The Separate Account; Certificate Rights; Certificate Choices; Additional Information;
Miscellaneous Certificate Provisions; Termination or Change in Coverage; Allocation of
Premiums - Fund Additions, Deletions or Substitutions
11 Allocation of Premiums - The Funds
12 Allocation of Premiums - The Funds
13 Charges & Fees
14 Certificate Choices
15 Allocation of Premiums; Certificate Choices; Certificate Values
16 The Separate Account; Allocation of Premiums - The Funds; Certificate Values
17 Certificate Rights
18 The Separate Account
19 Additional Information - Reports to Owners
20 Not Applicable
21 Certificate Rights - Certificate Loans
22 Not Applicable
23 The Company and Management
24 Not Applicable
25 The Company and Management
26 Not Applicable
27 The Company and Management
28 The Company and Management
29 The Company and Management
30 Not Applicable
31 Not Applicable
32 Not Applicable
33 Not Applicable
34 Not Applicable
35 Additional Information - State Regulation
36 Not Applicable
37 Not Applicable
38 Additional Information - Distribution of the Certificates
39 The Company and Management
40 Not Applicable
41 The Company and Management
42 The Company and Management
43 Not Applicable
44 Charges & Fees; Certificate Values
45 Not Applicable
46 The Separate Account; Certificate Values
47 Not Applicable
48 Not Applicable
49 Not Applicable
50 The Separate Account
51 Cover Page; Certificate Choices
52 Allocation of Premiums - Fund Additions, Deletions or Substitutions; Termination or Change
in Coverage
53 Tax Matters
54 Not Applicable
55 Not Applicable
56 Not Applicable
57 Not Applicable
58 Not Applicable
59 Financial Statements of Separate Account; Financial Statements of Insurance Company
</TABLE>

<PAGE>

Variable Life ACCOUNT B

AETNA LIFE INSURANCE AND ANNUITY COMPANY (THE "COMPANY")
151 Farmington Avenue
Hartford, Connecticut 06156
800-334-7586

PROSPECTUS Dated _____, 1997

FLEXIBLE PREMIUM GROUP VARIABLE UNIVERSAL LIFE INSURANCE FOR NEW YORK STATE
UNITED TEACHERS ("NYSUT")

This Prospectus describes Certificates issued by the Company under a group
Policy to provide life insurance coverage for certain Members of NYSUT and
their relations. The Certificates allow flexible premium payments, provided
that sufficient premiums are paid to cover charges or, during the first 5
years after issuance or after a coverage increase, to qualify for the
Certificate's No Lapse Coverage.

You may choose (and later change) whether the benefit payable upon the death
of the insured person will generally remain constant or will vary with the
Certificate's account value. You may borrow from the Certificate's account
value, surrender the Certificate for any unborrowed value, make a Partial
Surrender, request increases or decreases in coverage, and elect certain
optional supplemental benefits (in each case subject to limitations described
further in this Prospectus).

The account value is the amount of Net Premiums you have paid, increased (or
decreased) by the return (positive or negative) earned thereon, after we
impose the charges described in this Prospectus. You decide whether your
account value is invested in Variable Life Account B under one or more
Variable Options, and/or in the Fixed Account. The value in each Variable
Option is not guaranteed and will vary with the investment performance of an
associated Fund. The Variable Options are: Aetna Variable Fund; Aetna Income
Shares; Aetna Variable Encore Fund; Aetna Investment Advisers Fund, Inc.;
Aetna Ascent Variable Portfolio; Aetna Crossroads Variable Portfolio; Aetna
Legacy Variable Portfolio; Aetna Variable Index Plus Portfolio; Alger American
Small-Capitalization Portfolio; Fidelity VIP Equity-Income Portfolio; Fidelity
VIP II -- Contrafund Portfolio; Janus Aspen Series -- Aggressive Growth
Portfolio, Growth Portfolio, Balanced Portfolio, Worldwide Growth Portfolio
and Short-Term Bond Portfolio; Scudder Variable Life Investment Fund
- --International Portfolio; TCI Portfolios, Inc. -- TCI Growth. Net Premiums
allocated to the Fixed Account will accumulate at rates of interest we
determine. Such rates will not be less than 4% a year. Unless specifically
mentioned, this Prospectus describes only the Variable Options.

Replacing existing insurance or supplementing an existing flexible premium
variable life

<PAGE>

insurance policy with a Certificate may not be to your advantage. The
Certificates have a "free look" period during which you may return the
Certificate. (See Right of Certificate Examination)

The Policy and outstanding Certificates (including your coverage) may be
terminated at any time, without your consent, by NYSUT or in certain other
circumstances. (See Termination or Change in Coverage). Also, NYSUT, by
agreement with the Company, may make changes in the Certificate (and your
coverage), without your consent.

BOTH THIS PROSPECTUS AND THE ATTACHED PROSPECTUS FOR ANY APPLICABLE UNDERLYING
FUND SHOULD BE READ AND RETAINED FOR FUTURE REFERENCE. THESE SECURITIES HAVE
NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION,
NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

<PAGE>

TABLE OF CONTENTS

PAGE

Definitions................................................................ vi

The Separate Account....................................................... 1

Charges & Fees............................................................. 1
Premium Load.......................................................... 1
Charges and Fees Assessed Against the Total Account Value............. 1
Monthly Deduction..................................................... 2
Cost of Insurance ................................................ 2
Certificate Fee ................................................ 3
Charges for Supplemental Benefits................................. 3
Transfer and Partial Surrender Charges................................ 3
Mortality and Expense Risk Charge..................................... 3
Charges Assessed Against the Underlying Funds......................... 5

Allocation of Premiums..................................................... 6
The Funds............................................................. 6
Investment Advisers of the Funds:..................................... 8
Mixed and Shared Funding; Conflicts of Interest....................... 9
Fund Additions, Deletions or Substitutions............................ 9
Fixed Account......................................................... 9

Certificate Choices........................................................ 10
Premium Payments...................................................... 10
Commencement of Coverage.............................................. 11
5-Year No Lapse Coverage Provision.................................... 12
Death Benefit Options................................................. 12
Transfers............................................................. 13
Telephone Transfers................................................... 13
Automated Transfers (Dollar Cost Averaging)........................... 13

Termination or Change in Coverage.......................................... 14

Certificate Values......................................................... 15
Total Account Value................................................... 15
Accumulation Unit Value............................................... 16
Maturity Value........................................................ 16

Certificate Rights......................................................... 16
Full Surrenders....................................................... 16

iii

<PAGE>

Partial Surrenders..................................................... 16
Paid-Up Nonforfeiture Option........................................... 17
Grace Period........................................................... 18
Reinstatement of a Lapsed Certificate.................................. 18
Certificate Loans...................................................... 18

Certificate Changes......................................................... 19
Increase in Specified Amount........................................... 20
Decrease in Specified Amount........................................... 20
Change in Death Benefit Option......................................... 21
Right of Certificate Examination....................................... 21
Supplemental Benefits.................................................. 21

Certificate Settlement...................................................... 22
Settlement Options..................................................... 23
Calculation of Variable Payment Settlement Option Values............... 24

The Company and Management.................................................. 24

Additional Information...................................................... 27
Reports to Owners...................................................... 27
Right to Instruct Voting of Fund Shares................................ 27
State Regulation....................................................... 28
Legal Matters.......................................................... 28
The Registration Statement............................................. 28
Distribution of the Certificates....................................... 28
Experts................................................................ 29

Tax Matters................................................................. 29
Federal Tax Status of the Company...................................... 29
Life Insurance Qualification........................................... 30
General Rules.......................................................... 30
Modified Endowment Contracts........................................... 30
Diversification Standards.............................................. 31
Withholding............................................................ 32
Other Tax Considerations............................................... 32

Miscellaneous Certificate Provisions........................................ 33
The Certificates....................................................... 33
Payment and Deferral of Benefits....................................... 33
Suicide and Incontestability........................................... 33
Protection of Proceeds................................................. 34
Nonparticipation....................................................... 34
Changes in Owner and Beneficiary; Assignment........................... 34

<PAGE>

Performance Reporting and Advertising................................. 34
Illustrations of Death Benefit and Total Account Values............... 35

Financial Statements of the Separate Account............................... S-1
Financial Statements of the Company........................................ F-1

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

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

<PAGE>

DEFINITIONS

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

ATTAINED AGE: A person's age (as of his or her closest birthday) on the
Certificate Issue Date, plus the number of full Certificate Years elapsed.

AMOUNT AT RISK: The Death Benefit under a Certificate divided by 1.0032737,
minus the Certificate's Total Account Value.

ANNUITANT: A person whose life determines the amount of life contingent
annuity payments.

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

BASIC MONTHLY PREMIUM: The minimum amount of premium that must be paid to
maintain the 5-year No Lapse Coverage in effect, assuming there have been no
Certificate Loans or Partial Surrenders.

CERTIFICATE LOAN: The amount received by borrowing from the Total Account
Value.

CERTIFICATE YEAR/CERTIFICATE ANNIVERSARY: The first Certificate Year is the 12
month period beginning on the Issue Date of the Certificate. Your Certificate
Anniversary is the Certificate Issue Date plus 1 Year, 2 Years, etc.

COMPANY: Aetna Life Insurance and Annuity Company.

COST OF INSURANCE: A monthly charge related to the Company's expected
mortality cost for an Insured's basic insurance coverage under a Certificate,
not including any supplemental benefit provision that you may elect through a
Certificate rider. It is equal to the Amount at Risk for the Insured on the
Monthly Deduction Day, multiplied by that Insured's monthly Cost of Insurance
rate.

DEATH BENEFIT: The amount, described in the Death Benefit Options section,
which is payable following an Insured's death, subject to all provisions
contained in the Certificate.

DEATH BENEFIT OPTION: Either of the two methods that you may elect for
determining a Death Benefit.

FIXED ACCOUNT: A non-variable funding option available under the Certificates
that guarantees a minimum interest rate of 4% per year.

<PAGE>

FIXED ACCOUNT VALUE: The non-loaned portion of a Certificate's Total Account
Value attributable to its non-variable portion. The Fixed Account Value is
part of the general assets of the Company.

FULL SURRENDER: Your right to terminate a Certificate in exchange for payment
of its Surrender Value.

FUND(S): One or more of the open-end management investment companies (mutual
fund), or a separate series thereof, whose shares are purchased by the
Separate Account to fund the benefits provided by the Certificates.

GRACE PERIOD: The 61-day period beginning on any Monthly Deduction Day on
which a Certificate's Surrender Value is insufficient to cover the current
Monthly Deduction. A similar Grace Period also applies if the amount of any
loan and any accrued loan interest exceeds the Total Account Value. The
Certificate will lapse without value at the end of the 61-day period unless a
sufficient payment is received by the Company or unless the 5-year No Lapse
Coverage is in effect.

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

INSURED: The person on whose life a Certificate is issued. In order to be
eligible for coverage initially, or to continue to be covered, an Insured must
be (a) a Member (b) a Member's unmarried child or stepchild at least 14 days
old but less than age 25 (provided that if the child is older than age 18, he
or she is going to school on a regular, full time basis and depends mainly on
the Member for support); (c) an Insured Member's spouse; or (d) any other
adult with whom the Insured Member has a spouse-like relationship and who has
joined with the Insured Member in signing a form satisfactory to us and
received at our Home Office certifying to their relationship. The age limit
and school requirement in clause (b), however, will not apply if evidence is
provided to us at the time or times specified in the Certificate that the
child is incapable of self-sustaining employment due to physical or mental
disability. Moreover, no coverage is available for persons described in
clauses (c) or (d) above whose Attained Age is 80 or older at the Issue Date
of their Certificate.

ISSUE DATE: The Issue Date for a Certificate, or for a Specified Amount
increase, is stated in the Certificate Specifications or Supplemental
Certificate Specifications in your Certificate.

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

LOAN VALUE: Is 90% of the Total Account Value of a Certificate.

vii

<PAGE>

MATURITY DATE: The Certificate Anniversary on which the Insured's Attained Age
is 100.

MEMBER: An eligible member of NYSUT or an NYSUT agency fee payer.

MONTHLY DEDUCTION: A monthly charge assessed against the Total Account Value,
which includes the Cost of Insurance, the Certificate fee and any charges for
supplemental benefit riders.

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

NET PREMIUM: The Net Premium is equal to the amount of the premium paid less
the then-current Premium Load deduction.

NET SINGLE PREMIUM: The amount required to purchase a guaranteed benefit if
allocated to the Fixed Account, using the Insured's Age and premium class. The
Net Single Premium is determined using a guaranteed interest rate of 4% per
year and the Certificate's guaranteed maximum Cost of Insurance rates.

NO LAPSE COVERAGE: A provision in the Certificate providing that, if at least
the Basic Monthly Premiums are paid, a Certificate will remain in force for a
period of at least 5 years beginning on the Issue Date or the Issue Date of an
increase in Specified Amount, even if the Surrender Value is insufficient to
pay the current Monthly Deduction.

OWNER: The person to whom a Certificate is issued; the Owner is entitled to
exercise all rights under the Certificate and is also referred to as "you".

PARTIAL SURRENDER: The amount you can receive in cash by surrendering a part
of a Certificate.

PLANNED PREMIUMS: Premiums we agree to bill.

POLICY: The group life insurance contract owned by NYSUT, pursuant to which
the Certificates are issued. The Certificates are subject to the terms of the
Policy.

PRO-RATA BASIS: In the same proportion that each of the Variable Options and
the Fixed Account Value under a Certificate bear to the sum of Certificate's
Separate Account Value and Fixed Account Value.

SEC: Securities and Exchange Commission.

SEPARATE ACCOUNT: A separate account maintained by the Company for the purpose
of funding the Certificates. Variable Life Account B.

viii

<PAGE>

SEPARATE ACCOUNT VALUE: The portion of a Certificate's Total Account Value
attributable to the variable portion of the Certificate. For any Variable
Option, it is the Accumulation Unit Value for that Variable Option multiplied
by the number of Accumulation Units for that Variable Option credited to the
Certificate.

SETTLEMENT OPTION(S): The method(s) by which payment may be made to a
beneficiary due from a Death Benefit or upon the Maturity Date or the Full
Surrender of a Certificate.

SPECIFIED AMOUNT: The amount chosen by the Owner at enrollment and used in
determining the Death Benefit. It may be increased or decreased as described
in this Prospectus.

SURRENDER VALUE: The Total Account Value on the date of surrender, less the
Loan Account Value and less any accrued interest.

TOTAL ACCOUNT VALUE: The sum of the Fixed Account Value, the Separate Account
Value and the Loan Account Value.

VALUATION DATE: Generally, a day on which the Total Account Value is
determined. A Valuation Date is any day on which the New York Stock Exchange
is open for trading and on which any relevant Funds value their shares. The
Total Account Value will be determined as of the close of trading on the New
York Stock Exchange.

VALUATION PERIOD: The period of time commencing, usually at 4:15 p.m. Eastern
Time on each Valuation Date and ending at 4:15 p.m. Eastern Time on the next
Valuation Date.

VARIABLE OPTION: One or more of the variable funding options available under
the Certificate as described in this Prospectus.

WE, OUR, US, COMPANY: Aetna Life Insurance and Annuity Company.

WRITTEN REQUEST: A request in writing, in a form satisfactory to us and
received by us at the Home Office.

YOU, YOUR: The person entitled to purchase or exercise any rights or
privileges under a Certificate or a Settlement Option. This is generally the
Owner (or, during a Settlement Option, the payee).

<PAGE>

THE SEPARATE ACCOUNT

The Separate Account that supports the Variable Options is our Variable Life
Account B. Amounts allocated to the Separate Account are invested in the
Funds. Each of the Funds is an open-end management investment company (mutual
fund), or a separate series thereof, whose shares are purchased by the
Separate Account to fund the benefits provided by the Certificates. The Funds
currently available under the Separate Account, including their investment
objectives and their investment advisers, are described in this Prospectus.
Complete descriptions of the Funds' investment objectives and restrictions and
other material information relating to an investment in the Funds are
contained in the prospectuses for each of the Funds which are attached to 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 to the Separate
Account without regard to the other income, gains or losses of the Company.
The Separate Account's assets are held for the Company's variable life
insurance policies. Any and all distributions made by the Funds with respect
to Fund shares held by the Separate Account will be reinvested in additional
Fund shares at net asset value. The assets maintained in the Separate Account
that are not in excess of the Separate Account's reserves and other
liabilities attributable to variable life insurance policies will not be
charged with any liabilities arising out of any other business conducted by
the Company. The Company is, however, responsible for meeting all obligations
under the Certificates to the Owners.

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

Charges & FEES

PREMIUM LOAD

Before a premium is allocated to the Certificate's Total Account Value, 8% of
the premium is deducted to cover certain expenses and taxes associated with
the sales, start-up and maintenance costs of the Certificates. We reserve the
right to increase this charge to not more than 10% under both new and
previously-issued Certificates.

CHARGES AND FEES ASSESSED AGAINST THE TOTAL ACCOUNT VALUE

Charges and fees assessed against the Total Account Value will be deducted
from each of a Certificate's Variable Options and Fixed Account Value on a Pro
Rata Basis.

<PAGE>

MONTHLY DEDUCTION

The Monthly Deduction includes the Cost of Insurance, a Certificate fee, and
any charges for supplemental benefits. Monthly Deductions begin on the Issue
Date, even if the Issue Date is earlier than the date the application form for
a Certificate is signed, and occur on each Monthly Deduction Day thereafter.
If the Certificate's issuance is delayed due to underwriting requirements, the
charges will not be assessed until the underwriting is complete and the
application for the Certificate is approved.

As to when insurance coverage and investment performance commence under a
Certificate, see Enrollment and Commencement of Coverage.

COST OF INSURANCE

The Cost of Insurance charge is related to the Company's expected
mortality cost for your base insurance coverage under a Certificate, not
including any supplemental benefits that you may elect through a Certificate
rider. The Cost of Insurance charge is equal to the Certificate's Amount at
Risk on the Monthly Deduction Day, multiplied by a monthly Cost of Insurance
rate. Our Amount at Risk at any time is approximately the difference between
the Certificate's then-applicable Death Benefit and its Total Account Value.
An increase in the Total Account Value or a decrease in the Death Benefit will
result in a smaller Cost of Insurance charge, while a decrease in the Total
Account Value or an increase in the Death Benefit will result in a larger Cost
of Insurance charge.

The Cost of Insurance rate generally increases over the life of a
Certificate and is based on the Insured's Attained Age and the Insured's risk
class. The Cost of Insurance rates for standard risk Insureds will not exceed
those based on a 50% male/50% female blend under the 1980 Commissioners
Standard Ordinary Mortality Table, smoker or nonsmoker (1980 Tables).
Substandard risk Insureds will have monthly deductions based on Cost of
Insurance rates which may be higher than those set forth in the 1980 Tables. A
table of guaranteed maximum Cost of Insurance rates per $1,000 of the Amount
at Risk will be included in each Certificate. Subject to the applicable
guaranteed maximum rates, the monthly Cost of Insurance rates may be adjusted
by us from time to time.

Current cost of insurance rates are generally lowest for Certificates
having Specified Amounts of at least $250,000. Therefore, if your Specified
Amount for any reason increases above or decreases below that amount, your
Cost of Insurance rate may change. We expect to review our current cost of
insurance rates on at least an annual basis in light of the actual mortality
experience of participants under the NYSUT group Policy. In many cases, we
expect that these periodic reviews will result in upward or downward revisions
to the current Cost of Insurance rates that apply both to previously and
subsequently-issued Certificates. Cost of Insurance rates will be the same for
male and female insureds, and will generally be lower for non-smokers than for
smokers. We also offer preferred Cost of Insurance rates for both smokers and
non-smokers who meet more stringent requirements than do standard

<PAGE>

risk smokers and non-smokers, respectively. If an Insured classified "smoker"
changes his smoking habits so as to fall within our non-smoker category, you
may make a Written Request for reclassification after the first Certificate
Year.

Cost of Insurance rates for an increase in Specified Amount for which
evidence of insurability has been provided will be based on the Insured's risk
class at the time of the increase.

CERTIFICATE FEE

The Monthly Deduction also includes a Certificate fee of $14 a month
during the first Certificate Year and $6 a month thereafter. This charge is
for administrative expenses, such as risk underwriting and Certificate
issuance, premium billing and collection, Certificate value calculation,
confirmation of Certificate transactions, and periodic reports to Owners. We
reserve the right to raise this charge, both for new and previously issued
Certificates, to not more than $19 a month during the first Certificate Year
and $11 a month thereafter. The monthly Certificate fee is not expected to
exceed our actual administrative costs.

CHARGES FOR SUPPLEMENTAL BENEFITS

If you elect any supplemental benefits through adding riders to the
Certificate, a supplemental benefits charge may be included in the Monthly
Deduction amount. The amount of any charge will vary depending upon the actual
supplemental benefits selected and is described on each applicable Certificate
rider.

TRANSFER AND PARTIAL SURRENDER CHARGES

We reserve the right to charge an administrative fee of up to $25 for each
transfer between investment options in excess of 12 transfers per year. For
Partial Surrenders, we reserve the right to charge an administrative fee of up
to $25 or, if less, 2% of the surrender amount.

MORTALITY AND EXPENSE RISK CHARGE

A mortality and expense risk charge will be deducted from the Separate Account
Value to compensate the Company for the aggregate mortality and expense risks
assumed in connection with the Certificates. The mortality risk assumed by the
Company is that Insureds, as a group, may live for a shorter period of time
than estimated and that the Company will, therefore, pay Death Benefits before
it is able to collect sufficient amounts of Cost of Insurance charges. The
expense risk assumed is that expenses incurred in issuing and administering
the Certificates and operating the Separate Account will be greater than the
administrative charges that the Company can impose for such expenses. We
expect to earn a profit from this charge.

<PAGE>

The mortality and expense risk charge will be deducted daily and currently
equals an annual rate of 0.85% of the average daily net assets of the Separate
Account during the first 10 Certificate years and 0% thereafter. Because the
Certificates were first offered for sale in 1997, the planned deduction after
the tenth year has not yet gone into effect for any outstanding Certificate.
The Company reserves the right to increase or decrease the mortality and
expense risk charge if it believes that circumstances have changed so that
current charges are no longer appropriate. However, in no event will the
charge exceed 0.90% of average daily net assets on an annual basis.

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

<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 (except otherwise noted) on figures for the year ended December
31, 1995:
<TABLE>
<CAPTION>

INVESTMENT ADVISORY OTHER EXPENSES TOTAL FUND
FEES(1) (AFTER (AFTER EXPENSE ANNUAL
EXPENSE REIMBURSEMENT) EXPENSES
REIMBURSEMENT)
<S> <C> <C> <C> <C>
Aetna Variable Fund(2) 0.50% 0.06% 0.56%
Aetna Income Shares(2) 0.40% 0.08% 0.48%
Aetna Variable Encore Fund(2) 0.25% 0.10% 0.35%
Aetna Investment Advisers Fund, Inc.(2) 0.50% 0.08% 0.58%
Aetna Ascent Variable Portfolio(2) 0.60% 0.15% 0.75%
Aetna Crossroads Variable Portfolio(2) 0.60% 0.15% 0.75%
Aetna Legacy Variable Portfolio(2) 0.60% 0.15% 0.75%
Aetna Variable Index Plus Portfolio(2) 0.35% 0.15% 0.50%
Alger American Small Cap Portfolio 0.85% 0.07% 0.92%
Fidelity VIP II Contrafund Portfolio(3) 0.61% 0.11% 0.72%
Fidelity VIP Equity-Income Portfolio 0.51% 0.10% 0.61%
Janus Aspen Aggressive Growth Portfolio(4) 0.75% 0.11% 0.86%
Janus Aspen Balanced Portfolio(4) 0.82% 0.55% 1.37%
Janus Aspen Growth Portfolio(4) 0.65% 0.13% 0.78%
Janus Aspen Short-Term Bond Portfolio(4) 0.00% 0.70% 0.70%
Janus Aspen Worldwide Growth Portfolio(4) 0.68% 0.22% 0.90%
Scudder International Portfolio Class A Shares 0.88% 0.20% 1.08%
TCI Growth(5) 1.00% 0.00% 1.00%

<FN>

(1) Certain of the Fund advisers that are not affiliated with the Company
reimburse the Company for administrative costs incurred in connection
with administering the Funds as variable funding options under the
Certificates. These reimbursements are paid out of the investment
advisory fees and are not charged to investors.
(2) 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.
(3) A portion of the brokerage commissions the Fund paid was used to reduce
its expenses. Without this reduction, Total Fund Annual Expenses would
have been 0.73% for the Contrafund Portfolio.
(4) 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
Investment Advisory Fees, Other Expenses and Total Fund Annual 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 Portfolios' Board of
Trustees.
(5) 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.
</FN>
</TABLE>

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

<PAGE>

Allocation of PREMIUMS

You may allocate all or a part of your Net Premiums to the Funds currently
available through the Separate Account in connection with a Certificate and/or
you may allocate all or a part of your Net Premiums to the Fixed Account.

THE FUNDS

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

O AETNA VARIABLE FUND seeks to maximize total return through investments in
a diversified portfolio of common stocks and securities convertible into
common stocks.(1)

O AETNA INCOME SHARES seeks to maximize total return, consistent with
reasonable risk, through investments in a diversified portfolio
consisting primarily of debt securities.(1)

O 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)

O AETNA INVESTMENT ADVISERS FUND, INC. seeks to maximize investment return
consistent with reasonable safety of principal by investing in one or
more of the following asset classes: stocks, bonds and cash equivalents
based on the Company's judgment of which of those sectors or mix thereof
offers the best investment prospects.(1)

O AETNA GENERATION PORTFOLIOS, INC. - AETNA ASCENT VARIABLE PORTFOLIO seeks
to provide capital appreciation by allocating its investments among
equities and fixed income securities. Aetna Ascent is managed for
investors who generally have an investment horizon exceeding 15 years,
and who have a high level of risk tolerance. See the Fund's prospectus
for a discussion of the risks involved.(1)

O AETNA GENERATION PORTFOLIOS, INC. - AETNA CROSSROADS VARIABLE PORTFOLIO
seeks to provide total return (i.e., income and capital appreciation,
both realized and unrealized) by allocating its investments among
equities and fixed income securities. Aetna Crossroads is managed for
investors who generally have an investment horizon exceeding 10 years and
who have a moderate level of risk tolerance.(1)

<PAGE>

O AETNA GENERATION PORTFOLIOS, INC. - AETNA LEGACY VARIABLE PORTFOLIO seeks
to provide total return consistent with preservation of capital by
allocating its investments among equities and fixed income securities.
Aetna Legacy is managed for investors who generally have an investment
horizon exceeding five years and who have a low level of risk
tolerance.(1)

O AETNA VARIABLE PORTFOLIOS, INC. - AETNA VARIABLE INDEX PLUS PORTFOLIO
seeks to outperform the total return performance of publicly traded
common stocks represented by the S&P 500 Composite Stock Price Index
("S&P 500"), a broad based stock market index composed of 500 common
stocks selected by the Standard & Poor's Corporation. The Portfolio uses
the S&P 500 as a comparative benchmark because it represents
approximately two-thirds of the total market value of all U.S. common
stocks, and is well known to investors.(1)

O 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)

O 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)

O 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)

O 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)

O 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)

<PAGE>

O 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)

O 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)

O 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)

O 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)

O 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) and
Aeltus Investment Management, Inc. (subadviser)
(2) Fred Alger Management, Inc.
(3) Fidelity Management & Research Company
(4) Janus Capital Corporation
(5) Scudder, Stevens & Clark, Inc.
(6) Investors Research Corporation

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 prospectus for each Fund for a discussion of the risks associated with an
investment in that Fund. You should also refer to the attached prospectuses of
the Funds for more complete information about their investment policies and
restrictions.

<PAGE>

MIXED AND SHARED FUNDING; CONFLICTS OF INTEREST

Shares of the Funds are available only to insurance company separate accounts
which fund variable annuity contracts and variable life insurance policies,
including the Certificates described in this Prospectus. Fund shares are
offered to separate accounts of the Company and its affiliates and of
insurance companies that are not affiliated with the Company. 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 a Fund simultaneously, since the interests of the participants in such
accounts may differ. Although neither the Company nor the Funds currently
foresees any such disadvantages either to variable life insurance or to
variable annuity participants, each Fund's Board of Trustees/Directors has
agreed to monitor events in order to identify any material irreconcilable
conflicts which may possibly arise and to determine what action, if any,
should be taken in response thereto. If such a conflict were to occur, one of
the separate accounts might withdraw its investment in a Fund. This might
force that Fund to sell portfolio securities at disadvantageous prices.

FUND ADDITIONS, DELETIONS OR SUBSTITUTIONS

The Company reserves the right, subject to compliance with applicable state
and federal laws, to add additional Funds or cease to make Fund shares
available under the Certificates prospectively. The Company may substitute
shares of one Fund for shares of another Fund if, in the Company's view, it
has become inappropriate or inadvisable to continue investing in the shares of
the Fund, in view of the purposes of the Certificates. Substitution may be
made with respect to both existing investments and the investment of any
future premium payments. However, no substitution of securities will be made
without notice to Owners, and without prior approval of any regulatory
authorities as may be necessary, all to the extent required and permitted by
the Investment Company Act of 1940 or other applicable law.

FIXED ACCOUNT

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

The Fixed Account is a fixed funding option available under the Certificates
under which the Company credits interest at rates that it declares from time
to time. These rates are in the Company's sole discretion, except that the
Company guarantees a 4% minimum annual interest rate on amounts in the Fixed
Account (the Fixed Account Value), compounded monthly. Current interest rates
may also vary depending on when an amount was allocated to the Fixed Account.

<PAGE>

The Fixed Account is supported by the general assets of the Company. The
general assets of the Company include all assets of the Company other than
those held in legally-segregated separate accounts sponsored by the Company or
its affiliates. The Company will invest the assets attributable to the Fixed
Account in those assets chosen by the Company, as allowed by applicable law
for investment of its general assets. Such assets, and any investment income
therefrom are solely the property of the Company.

Certificate CHOICES

PREMIUM PAYMENTS

The Certificates are flexible premium variable universal life insurance in
that, within limits, the Owner has the right to decide when to make premium
payments and in what amounts. Each Certificate specifies Planned Premiums and
Basic Monthly Premiums. However, payment of Planned or Basic Monthly Premiums
will not, except as noted below, guarantee that your Certificate will remain
in force. Conversely, failure to pay such premiums will not necessarily cause
your Certificate to lapse. Not paying your Basic Monthly premiums, however,
may cause the Certificate's 5-year No Lapse Coverage not to be applicable.
(See No Lapse Coverage)

Planned Premiums are those premiums you request and we agree to bill on an
annual, semiannual, quarterly or other periodic basis. Pre-authorized
automatic monthly check payments or salary or pension deduction arrangements
through the Member's employer may also be arranged. You may change your
Planned Premium at any time by submitting a Written Request to us. Premiums
paid by payroll deduction are generally forwarded by your employer to NYSUT,
which forwards them to us. We are not responsible for errors and delays caused
by your employer or NYSUT.

We may require evidence of insurability if payment of any premium would
increase the difference between the Death Benefit and the Total Account Value
(thus increasing our Amount at Risk). If satisfactory evidence of insurability
is requested and not provided, we will refund any refused premium without
interest and without participation of such amount in the Funds. We may also
refuse to accept any premium payment (other than one required to keep a
Certificate in force) if it would cause the Certificate to fail to be treated
as life insurance for federal income tax purposes. Finally, premiums paid in
excess of the Planned Premium or an increase in your Planned Premium may cause
the Certificate to be classified as a "Modified Endowment Contract" for
federal income tax purposes. (See Tax Matters) In that case, we will mail you
a notification and, if you wish to avoid Modified Endowment Contract status,
we will refund the excess premium, without interest and without participation
in the Funds.

<PAGE>

COMMENCEMENT OF COVERAGE

The insurance coverage under a Certificate starts when we have approved the
insurance based on the application and any other information required to be
submitted by the Insured and we or our representative have received at least
the first Basic Monthly Premium. Therefore, coverage may not commence until
some time after you submit an application for a Certificate.

If, however, you submit at least the first Basic Monthly Premium with your
application, and if certain other requirements are met, we may offer immediate
temporary fixed insurance coverage. For more information about the
availability, terms and conditions of this coverage, you should consult your
Aetna representative, who can also provide you with a copy of our temporary
insurance agreement.

The Issue Date of a Certificate is generally the date that we approve a
Certificate. Under limited circumstances, however, we may backdate a
Certificate, upon request, by assigning an Issue Date that is up to six months
earlier than otherwise would apply. Backdating may be desirable, for example,
so that you can purchase coverage at lower Cost of Insurance rates based on a
younger insurance Age. For a backdated Certificate, you must pay the cost of
insurance and other charges from the Issue Date to the Issue Date that would
have applied without backdating, notwithstanding that insurance coverage was
not in effect and no interest or investment return is credited for that
period.

Your initial premium payment is credited to and begins to earn a return in the
Separate Account or the Fixed Account on the Issue Date of the Certificate or
the date that at least the first Basic Monthly Premium is received at our Home
Office, whichever is later. After the first premium payment, all premiums must
be sent to our Home Office. These and all other premiums will be deemed
received when actually received at the Home Office together with any
identifying information we require from the Member's employer or NYSUT. Your
premium payments will be allocated as you have directed, effective at the end
of the Valuation Period in which each payment is received in the Home Office.

You may reallocate your future premium payments at any time. Allocations must
be changed in whole percentages. The change will be effective with the next
premium payment after we receive your request. We will send you confirmation
of the change. (See Transfers)

5-YEAR NO LAPSE COVERAGE PROVISION

A Certificate will not enter a Grace Period -- and therefore will not
terminate -- within the 5-year period after its Issue Date or the Issue Date
of any Specified Amount increase that you have requested, if required premiums
are paid. The Certificate will not enter a Grace Period on any Monthly
Deduction Day within such a 5-year period, if the sum of premiums paid within
that period equals or exceeds (a) the sum of the Basic Monthly Premiums for
each Certificate Month from the start of the period, including the current
month; plus (b)

<PAGE>

any Partial Surrenders since the start of the period; plus (c) any increase in
the Loan Account Value since the start of the period.

If these requirements are not met on any Monthly Deduction Day within the
5-year period, and the Surrender Value is less than the Monthly Deduction for
that day, the Certificate will enter the Grace Period. Additional premium
payments must then be paid to prevent the termination of the Certificate. (See
Grace Period)

We will accumulate any amounts of Monthly Deduction that, as a result of the
No Lapse Coverage, we have not collected, and we will collect such amounts
from any Surrender Value resulting from subsequent Net Premiums that you pay.
Also, once the No Lapse Coverage is no longer in effect as to your
Certificate, your Certificate may lapse unless you pay sufficient premiums to
permit us to collect the full amount of previously uncollected Monthly
Deductions, if any. (See Grace Period)

DEATH BENEFIT OPTIONS

At the time of enrollment, you must choose between the two available Death
Benefit Options.

Under OPTION 1, the Death Benefit will be the greater of: (a) the Specified
Amount or (b) the amount of coverage that the Total Account Value would
purchase if applied as a Net Single Premium.

Under OPTION 2, the Death Benefit will be the greater of: (a) the Specified
Amount plus the Total Account Value or (b) the amount of coverage that the
Total Account Value would purchase if applied as a Net Single Premium. Option
2 provides a varying Death Benefit which increases or decreases over time,
depending upon the amount of premiums paid and the investment performance of
the Fund(s) you choose.

The Death Benefit payable under either Option will be calculated as of the
date of death and will be reduced by (a) the amount necessary to repay the
Loan Account Value in full with all accrued interest, (b) if the Certificate
is within the Grace Period, the amount required to keep the Certificate in
force through the date of death, and (c) the amount of any other Monthly
Deductions that we were unable to collect. (See 5-year No Lapse Coverage
Provision)

TRANSFERS

At any time prior to the Maturity Date, you may transfer all or part of your
Separate Account Value in any Variable Option to any other Variable Option or
to the Fixed Account. We reserve the right to charge an administrative fee of
$25 for each transfer over 12 per year and to limit the total number of
Variable Options you may elect to 15 over the lifetime of the Certificate.

Within the 45 days following the Certificate Anniversary, you may request a
transfer of a portion of the Fixed Account Value to one or more of the
Variable Options. This type of transfer is allowed only once within this 45
day period, and we must receive your request at the Home

<PAGE>

Office within the 45 day period. The transfer will be effective at the end of
the Valuation Period in which your request is received by the Home Office. The
amount of any such transfer cannot exceed the greater of 25% of the Fixed
Account Value or $500.

TELEPHONE TRANSFERS

You may request a transfer of account values either by Written Request (as set
forth above) or by telephone. In order to make telephone transfers, a written
telephone transfer authorization form must be completed by the Owner and
returned to the Company at its Home Office. Once the form is processed, the
Owner may request a transfer by telephoning the Company. All transfers must be
in accordance with the terms of the Certificate.

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

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

AUTOMATED TRANSFERS (DOLLAR COST AVERAGING)

Dollar Cost Averaging describes a system of investing a uniform sum of money
at regular intervals over a period of one, two or three years, as you select.
Dollar Cost Averaging is based on the principle that acquiring Accumulation
Units with a constant sum of money at fixed intervals results in acquiring
more of the units when prices are low and fewer units when prices are high.

You may establish automated transfers of amounts on a monthly or quarterly
basis from the Aetna Variable Encore Fund Variable Option to any other
Variable Option through a Written Request or other method acceptable to the
Company. Dollar Cost Averaging is not permitted to or from the Fixed Account.
You must have a minimum of $5,000 allocated to the Aetna Variable Encore Fund
Variable Option 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. Automated transfers do not reduce
the number of charge-free transfers that you could otherwise make. The Company
reserves the right to suspend or modify automated transfer privileges at any
time.

<PAGE>

Termination OR CHANGE IN COVERAGE

Even if the 5-year No Lapse Coverage is still in effect under your
Certificate, and even if you have paid enough premiums to prevent your
Certificate from lapsing, your Certificate, and all coverage thereunder, may
be terminated without your consent. This may happen, for example, if NYSUT
notifies the Company that it wishes to terminate the group Policy. NYSUT has
agreed to give you at least 15 days notice in advance of any such termination.
Prior to the termination date, you could exercise your rights to make a Full
Surrender or to convert your Certificate to paid-up fixed life insurance. (See
Paid-Up Nonforfeiture Option)

The group Policy, and your Certificate, may also terminate if NYSUT ceases to
cause payroll deduction premiums to be remitted to us. This would occur
(following an opportunity to cure the problem in accordance with the terms of
the group Policy) regardless of whether premiums for your Certificate were
being paid by payroll deduction, or the amount of premium paid, or the
available Surrender Value under your Certificate.

A Certificate also will terminate immediately if and when the Insured ceases
to be within at least one of the categories of persons that are eligible for
coverage under a Certificate. Those eligibility requirements are set forth
above under Definitions--Insured and require that the Insured at all times
either remain a Member or be related to a Member in one of the ways there
specified. Additionally, an Insured person that is eligible only as the spouse
or domestic partner of a Member who is Insured will cease to be eligible if
and when the Member who is Insured is no longer covered under a Certificate.
However, if the Insured him/herself becomes a Member within 31 days after the
termination date, you may elect to continue the Certificate uninterrupted.

If you do not make such an election within the 31-day period, or the
Certificate terminates because we or NYSUT terminates the group Policy as
described above, you would then have the option of electing to convert your
coverage to an individual policy as described in the immediately following
paragraph. Either of these elections must be received at the Home Office (and,
as the case may be, the insured has become a Member or we have received the
required first premium under the conversion policy at our Home Office) within
the 31-day period. Otherwise, with appropriate spousal consent, we will pay
you the Certificate's Surrender Value, calculated at the end of the last
Valuation Period during which it was in force.

The conversion privilege is available only within the 31-day period following
termination of the group Policy by NYSUT or us or termination of a Certificate
upon the Insured's ineligibility for continued coverage thereunder. The
conversion policy will be one or more permanent plans of insurance that we
will make available for that purpose. The amount of coverage under the
conversion policy will be the same as that under Certificate at its
termination date, and no additional evidence of insurability will be required.
We cannot provide assurance, however, that the terms of the conversion policy
will not involve

<PAGE>

additional charges or otherwise be less attractive to you than the
Certificates. We reserve the right to permit only the initial premium for the
conversion policy to be paid at the time of conversion and to distribute to
you the rest of the Surrender Value as of the Certificate's termination date.

Income taxes may be payable with respect to such partial distribution or any
other distribution of Surrender Value following termination of a Certificate.
(See Tax Matters)

If a timely conversion request has been received, and the Insured dies before
the new policy is issued, we will pay a death benefit in the amount of the
coverage that would have been converted. If a conversion request has not been
received, however, we will pay that benefit only if the insured dies within
the 31-day conversion period.

Also NYSUT, by agreement with us, may make changes in your Certificate (and
your coverage), without your consent.

We reserve the right at any time to cease issuing new Certificates to any
class or classes of Members or their relations.

Certificate VALUES

TOTAL ACCOUNT VALUE

Amounts allocated under a Certificate to a Variable Option of the Separate
Account are credited in the form of Accumulation Units of that Variable
Option, based on such units' then Accumulation Unit Value. The number of
Accumulation Units credited is determined by dividing the amount being
allocated by the appropriate Accumulation Unit Value. Since each Variable
Option has a unique Accumulation Unit Value, if you have elected a combination
of Variable Options you will have Accumulation Units credited to your Separate
Account Value for each Variable Option.

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

The number of Accumulation Units credited to a Certificate will not be changed
by any subsequent change in the value of an Accumulation Unit or the
investment performance of the related Fund. The number is increased by any
subsequent allocation of Net Premiums or other account value to the Variable
Option. Similarly, whenever any account value is removed from the Variable
Option (such as upon transfer, Full or Partial Surrender, Certificate Loan or
Monthly Deduction allocated to that option), a number of Accumulation

<PAGE>

Units in that Variable Option will be cancelled whose aggregate then-current
Accumulation Unit Values equal the amount being removed from the Variable
Option.

The Fixed Account Value includes all amounts allocated to the Fixed Account
under a Certificate and any interest credited thereon. The Fixed Account Value
is reduced by amounts removed from the Fixed Account, such as upon a transfer,
Full or Partial Surrender, Certificate Loan or Monthly Deduction allocated to
the Fixed Account.

You will be advised at least annually as to the number of Accumulation Units
which remain credited to your Certificate, the current Accumulation Unit
Values, the Separate Account Value, the Fixed Account Value, and the Total
Account Value. (See Reports to Owners)

ACCUMULATION UNIT VALUE

The value of an Accumulation Unit for any Valuation Period is determined by
multiplying (a) the value of an Accumulation Unit for the immediately
preceding Valuation Period by (b) the sum of 1 plus the net investment rate
for the current period for the appropriate Variable Option.

The net investment rate equals (a) the value of the net assets of the Variable
Option held in the Separate Account at the end of a Valuation Period, before
any adjustment for amounts allocated to or removed from the Variable Option
during the period; minus (b) the value of the net assets of the Variable
Option held in the Separate Account at the beginning of that Valuation Period,
adjusted by any taxes or provisions for taxes attributable to the operation of
the Separate Account; divided by (c) the value of the Variable Option's
Accumulation Units held in the Separate Account at the beginning of the
Valuation Period; minus (d) the rate of any applicable daily charge for
mortality and expense risks.

MATURITY VALUE

The Maturity Value of a Certificate is the Surrender Value on the Maturity
Date. All or part of the Surrender Value may be applied to one or more of the
Settlement Options. (See Certificate Settlement)

Certificate RIGHTS

FULL SURRENDERS

By Written Request, you may surrender a Certificate for its Surrender Value at
any time before the Maturity Date while the Insured is alive. All insurance
coverage under the Certificate will end on the date of the Full Surrender. The
Surrender Value will equal the Total Account Value on the date of surrender,
less the Loan Account Value and less any unpaid accrued interest. We may
require return of the Certificate for a Full Surrender.

<PAGE>

The Surrender Value is computed as of the end of the Valuation Period in which
we receive your Written Request (with appropriate spousal consent).

PARTIAL SURRENDERS

By Written Request (with appropriate spousal consent), you may, at any time
after the first Certificate Year, partially surrender your Certificate.

The minimum amount of any Partial Surrender is $500. We may also charge an
administrative fee of up to $25 or, if less, 2% of the amount surrendered. Any
Partial Surrender and any related administration charge will be deducted on a
Pro-Rata Basis from each investment option in use under the Certificate.

If the Death Benefit Option for a Certificate is Option 1, a Partial Surrender
will reduce the Total Account Value, Death Benefit, and Specified Amount. The
Specified Amount and Total Account Value each will be reduced by the amount of
the surrender. However, we will not allow a Partial Surrender if the Specified
Amount will be reduced below the minimum Specified Amount set forth in the
Certificate Specifications. Nevertheless, if the Death Benefit for the
Certificate immediately prior to the surrender is determined based on the Net
Single Premium, the Partial Surrender may not reduce the Specified Amount. A
reduction in the Specified Amount will cause a reduction in the required Basic
Monthly Premiums for the 5-year No Lapse Coverage and may cause an increase in
your current Cost of Insurance rate if a Specified Amount is reduced from
$250,000 or more to an amount less than $250,000 (see Monthly Deduction). The
future premium required to maintain the 5-year No Lapse Coverage will be based
on the new Specified Amount and will be set forth in a supplemental
Certificate Specifications page that will be delivered to you.

If the Death Benefit Option for a Certificate is Option 2, a Partial Surrender
will reduce both the Total Account Value and the Death Benefit by the amount
of the surrender, but the Specified Amount will not be reduced.

PAID-UP NONFORFEITURE OPTION

By Written Request, you may elect, at any time before the Maturity Date, to
continue your Certificate as fixed (non-variable) paid-up life insurance.

The Surrender Value will be applied as a Net Single Premium to determine the
Specified Amount of the paid-up insurance. The cost of the paid-up insurance
will be based on the guaranteed maximum Cost of Insurance rates in the
Certificate and an interest rate of 4% compounded annually. However, the
Specified Amount of the paid-up insurance cannot exceed the Death Benefit
under the Certificate as of the effective date of the paid-up insurance. Any
excess Surrender Value will be distributed to you and will be treated as a
partial distribution for federal income tax purposes. (See Tax Matters) The
effective date

<PAGE>

of the paid-up coverage will be the first Monthly Deduction Day that occurs on
or after our receipt of your Written Request.

Full Surrenders and Certificate Loans, as described in this Prospectus, will
be allowed if the Certificate is continued in force as paid-up insurance.
However, all supplemental rider benefits will terminate and will be
unavailable with the paid-up coverage. The surrender value will be the Net
Single Premium for the paid up insurance on the date of surrender, less any
outstanding loan balance. Partial Surrenders will not be available.

Proceeds payable under this option upon death of the Insured or maturity will
equal the Specified Amount less any Certificate Loans and accrued unpaid
interest under the paid up insurance. See "Tax Matters" for a discussion of
possible tax consequences resulting from your electing the paid-up
nonforfeiture option.

GRACE PERIOD

If the Certificate is within a 5-year period during which the No Lapse
Coverage could have been maintained, and the Surrender Value is insufficient
to allow a Monthly Deduction on the Monthly Deduction Day, we will allow you
61 days to pay a premium. That premium must be at least sufficient to allow
the Monthly Deduction, although we may in our discretion require instead
payment of a premium that is at least the lesser of (a) the amount of unpaid
Basic Monthly Premiums necessary to bring the No Lapse Coverage back into
effect or (b) an amount sufficient to cover all uncollected Monthly Deductions
(including any that we were unable to collect while any No Lapse Coverage was
in effect).

If the Certificate is no longer within a 5-year period within which No Lapse
Coverage could have been maintained, and the Surrender Value is insufficient
to allow a Monthly Deduction on the Monthly Deduction Day, we will allow you
61 days to pay a premium sufficient to allow the Monthly Deduction. In our
discretion, we may also require payment of an additional premium in the amount
we estimate would be necessary to keep the Certificate in force for two
additional months.

Written notice will be mailed to your last known address, according to our
records, not less than 61 days before termination of the Certificate. This
notice will also be mailed to the last known address of any assignee of
record. During the days of grace, the Certificate will stay in force. If the
Insured dies during the grace period, we will pay a Death Benefit. (See Death
Benefit)

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

<PAGE>

REINSTATEMENT OF A LAPSED CERTIFICATE

If the Certificate terminates following its Grace Period, it may be
reinstated. However, you must apply for reinstatement within 5 years after the
date of termination and before the Maturity Date. Also, we must receive
evidence of the Insured's current insurability that is satisfactory to us, as
well as a premium payment that at least equals the amount that we specify.

Monthly Deductions and investment performance will recommence on the Monthly
Deduction Day on or first following our approval of the reinstatement.
Nevertheless, we will pay the reinstated Death Benefit if the Insured dies
prior to that date but after we have received a reinstatement request and all
payments and information required for us to grant the request.

Supplemental benefit riders will be reinstated only with our consent. Any
Certificate Loan will be reinstated and any prior uncollected Monthly
Deductions will remain due only if the Certificate lapsed within a 5-year No
Lapse Coverage period that has not yet expired by the time of reinstatement.
(See 5-year No Lapse Coverage Provisions) Any portion of the No Lapse Coverage
period that still remains by the time of reinstatement will also be restored.
In that case, you may put the No Lapse Coverage into effect for any time
during such remaining period as of which you have paid at least the cumulative
amount of all Basic Monthly Premiums required to date for this purpose
(including any amount of unpaid Basic Monthly Premiums due for periods prior
to the reinstatement).

A reinstatement may result in restarting the test used for determining whether
the Certificate is a Modified Endowment Contract. (See Tax Matters)

CERTIFICATE LOANS

We will grant loans at any time after the expiration of the Right of
Certificate Examination and before the Maturity Date, with appropriate spousal
consent. The amount of the loan will not be more than the Loan Value. Unless
otherwise required by state law, the Loan Value is 90% of the Total Account
Value. The amount of the loan will be transferred out of the Fixed Account and
any Variable Options on a Pro-Rata Basis and be held instead as part of the
Loan Account Value. Loans and loan repayments will be effected as of the end
of the Valuation Period in which we receive the Written Request for the loan
or the repayment, respectively.

The loan may be repaid in full or in part at any time prior to the Maturity
Date, as long as the Certificate is in force and the Insured is alive. The
amount necessary to repay all loans in full is the Loan Account Value plus any
accrued interest. Loan repayments will be allocated to the Fixed Account Value
and the Separate Account Value in the same proportion in which the loan was
taken. The Loan Account Value will be reduced by

<PAGE>

payments you identify as loan repayments. All other payments will be
considered premium payments.

The amount of interest earned on the Loan Account Value and the amount of
interest charged to you on a loan depends on whether the loan is considered a
hardship or education loan, as defined in our administrative procedures at the
time. Beginning in the 11th Certificate Year, the interest rate charged on
education or hardship loans and the interest rate credited to the related Loan
Account Value is 4%. For all other loans, the current loan interest rate
charged is 8% and the related Loan Account Value will earn interest at a
guaranteed minimum rate of 4%; however, we may credit interest in excess of
this rate, in our sole discretion.

Accordingly, even if the loan is repaid, the amount of the Death Benefit and
the Certificate's Surrender Value may be permanently affected, since the Loan
Account Value is credited with interest rather than with the investment
experience of the Funds.

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

Federal income tax consequences of Certificate Loans are discussed under Tax
Matters.

Certificate CHANGES

You may make certain changes to your Certificate, as described below, by
submitting a Written Request to our Home Office. Supplemental Certificate
Specifications and/or a notice confirming the change will be sent to you once
the change is completed. Any change that decreases a $250,000 or larger
Specified Amount to less than $250,000 (or vice-versa) can cause an increase
(or decrease) in your current Cost of Insurance Rate. (See Monthly Deduction)

INCREASE IN SPECIFIED AMOUNT

Increases will be allowed at any time while a Certificate is in force if
satisfactory evidence of insurability for the Insured is provided. The
Surrender Value immediately after an increase must be at least three times the
sum of (a) the most recent Monthly Deduction from the Total Account Value and
(b) the Specified Amount of the increase multiplied by the applicable Cost of
Insurance rate divided by 1000. Specified Amount increases must be requested
in multiples of $1,000. Any maximum limit on the Specified Amount will be set
forth in the Certificate Specifications.

The Issue Date for any increase will be shown in the supplemental Certificate
Specifications. The 5-year period of the No Lapse Coverage provision
applicable to the increase will restart

<PAGE>

on the Issue Date of the increase. The Basic Monthly Premium for this purpose
will be adjusted when the Specified Amount is increased.

For possible tax consequences of an increase in Specified Amount, see Tax
Matters.

DECREASE IN SPECIFIED AMOUNT

You may decrease the Specified Amount of a Certificate after the 5th
Certificate Year. However, we will not allow a decrease in the Specified
Amount if the Specified Amount would be reduced below the minimum Specified
Amount set forth in the Certificate Specifications or if it would cause the
Certificate to be treated as other than life insurance for income tax
purposes.

The Issue Date of the decrease will be the Monthly Deduction Day on or next
following the date on which your Written Request is received. The decrease
will reduce any past increases in the reverse order in which they occurred.
(This same order will also be followed for decreases in Specified Amount
resulting from changes in Death Benefit Option or a Partial Surrender.) If the
5-year No Lapse Coverage provision is still applicable, the Basic Monthly
Premium for that purpose will be adjusted to be based on the reduced Specified
Amount.

A Specified Amount decrease can cause a Certificate to be taxed as a Modified
Endowment. For a discussion of tax considerations in connection with Specified
Amount decreases, see Tax Matters.

CHANGE IN DEATH BENEFIT OPTION

Changes from Option 1 to Option 2 will be allowed at any time while the
Certificate is in force. The Specified Amount will be reduced to equal the
Specified Amount less the Total Account Value at the time of the change.
Changes from Option 2 to Option 1 also will be allowed at any time while the
Certificate is in force. The Specified Amount will be increased to equal the
Specified Amount plus the Total Account Value as of the date of the change. If
the Death Benefit at the time of the change is determined based on the Net
Single Premium, the new Specified Amount may be calculated differently from
the foregoing description.

We will not allow a change in the Death Benefit Option if the Specified Amount
will be reduced below the minimum Specified Amount set forth in the
Certificate Specifications or if it would cause the Certificate to be treated
as other than life insurance for income tax purposes. Also, evidence of
insurability may be required. The change will take effect on the Monthly
Deduction Day on or next following the date on which your Written Request is
received and, in cases where evidence of insurability is required, we approve
the increase.

<PAGE>

Following any change in Death Benefit Option, the Basic Monthly Premium will
be adjusted so that it will be based on the new Specified Amount. A change in
Death Benefit Option may restart the test for determining whether a
Certificate is a Modified Endowment Contract for federal income tax purposes.
(See Tax Matters)

RIGHT OF CERTIFICATE EXAMINATION

The Certificate has a free look period during which you may examine your
Certificate. If for any reason you are dissatisfied, it may be returned to us
or to our representative within 10 days of receipt. Upon its return to our
Home Office, your Certificate will be deemed void from its beginning. The
amount refunded will be (a) the premiums paid, adjusted for any positive or
negative investment performance in the Separate Account (but not deducting any
charges made under the Certificate) or (b) where required by state law, all
payments made.

SUPPLEMENTAL BENEFITS

The supplemental benefits currently available as riders to a Certificate are
listed below. The riders contain other terms and conditions, about which you
can obtain information from your Aetna representative.

DISABILITY BENEFIT RIDER provides for a credit of the benefit amount
described in the rider in the event of the total disability of the covered
Insured. The Specified Amount generally may not be increased during the
time while benefits are being provided under this rider.

ACCELERATED DEATH BENEFIT RIDER provides for the advance payment to the
Owner of a portion of the Specified Amount if the Insured provides
requisite evidence of less than one year's life expectancy. There is no
charge for this rider.

ACCIDENTAL DEATH BENEFIT RIDER provides for the payment of up to $250,000
to provide a double Death Benefit if the Insured dies as a result of an
accident as defined in the rider.

Other riders for supplemental benefits may become available under the
Certificate from time to time. The charges for such riders will be set forth
in your Certificate Specifications. Supplemental benefit riders may be added
or cancelled by the Owner at any time, pursuant to our procedures then in
effect. Any change you make in supplemental benefits may cause us to revise
the Basic Monthly Premium, in which case the new amount will be set forth in a
supplemental Certificate Specifications page that we will provide to you. Any
change in supplemental benefit rider coverage may also have tax consequences.
(See Tax Matters)

<PAGE>

Certificate SETTLEMENT

Proceeds are generally payable by the Company in a lump sum upon the death of
the Insured or upon Full Surrender or upon maturity. As to Death Benefit
proceeds (but not any other type of proceeds) you may elect one or more of the
Settlement Options discussed below. We may agree to other Settlement Options
in our discretion.

A Written Request may be made to elect, change or revoke a Settlement Option
before payments begin under any Settlement Option. This request will take
effect upon its receipt at our Home Office. If no Settlement Option has been
elected by you when proceeds become payable, the payee may make the election.
If the Certificate has been assigned, we will pay any amount due the assignee
in a lump sum. Any excess Death Benefit due will be paid as elected. The payee
is entitled to exercise any rights and privileges that are permitted under a
Settlement Option.

No fixed or variable Settlement Option may be elected that would result in a
first payment of less than $50 or that would result in total yearly payments
of less than $250. If the proceeds payable are insufficient to elect an option
for these minimum amounts, a lump-sum payment must be elected. We may refuse
to permit a Settlement Option if the payee is not a natural person. Also, the
Annuitant's age (plus the number of years for which any payments under the
annuity option chosen) may not exceed 95 years.

The several Settlement Options may differ in their tax consequences.

SETTLEMENT OPTIONS

The Settlement Options listed below are available under the Certificates.
Options 1, 2 and 3 are available on either a fixed payment or a variable
payment basis. The amount of the first payment under Options 1, 2 and 3
(whether on a fixed or variable basis) is determined, based on the option
chosen, using the annuity rates specified in the Certificate. This rate is the
same regardless of whether an Annuitant is male or female.

For a fixed Settlement Option, the amount of the first and each subsequent
payment is the same. That amount will be based on an interest rate at least
3%.

If our then current settlement option rate would provide higher payments on a
comparable fixed premium annuity at the time payments commence, we also will
use the higher rate for fixed Settlement Options under a Certificate.

For a variable Settlement Option, the first payment is determined using an
assumed interest rate of 3.5% or 5% whichever has been specified by the Owner
or payee, as the case may be. Subsequent payments will vary based on Fund
performance as discussed below under Calculation of Variable Payment
Settlement Option Values. The initial payment will be higher if 5% is elected
as the assumed interest rate; but subsequent payments will increase

<PAGE>

less with favorable Fund performance (and decrease more with unfavorable Fund
performance) than if 3.5% is elected.

Except to the extent noted below for Option 1, no withdrawals from or changes
of a Settlement Option may be made under Options 1, 2 and 3.

OPTION 1 - Payments for a stated number of years, but no more than thirty.
The period must be for at least five years, but if variable payments are
selected, you may withdraw all or a portion of the remaining payments at
any time.

OPTION 2 - Payments for the lifetime of the Annuitant. If also chosen, we
will guarantee payments for a number of years from 5 to 30 or a "cash
refund" upon the Annuitant's death. The cash refund election is available
only if all amounts allocated to this Option 2 are on a fixed basis and
are subject to that election. The amount of the cash refund is the
difference between the amount applied to this annuity option at the time
of settlement and the total amount of payments received under the option
prior to the Annuitant's death.

OPTION 3 - Life Income Based Upon the Lives of Two Annuitants - payments
during the joint lifetimes of two Annuitants. Payments will continue until
both Annuitants have died. When this option is chosen, a choice must be
made of (a) 100%, 66 2/3% or 50% of the payment to continue after the
first death; (b) payments for a minimum of 5 to 30 years, with 100% of the
payment to continue after the first death; (c) 100% of the payment to
continue to the surviving Annuitant if the survivor is the original payee,
and 50% of the payment to continue to the survivor if the surviving
Annuitant is the second payee; or (d) 100% of the payment to continue
after the first death, with a "cash refund" feature comparable to that
described for Option 2 above.

OPTION 4 - Payment of interest on the sum left with us at 3% or such
higher rate as we may, in our sole discretion, declare. After commencement
of this option, the payee may make a Written Request to receive all or a
portion of the amount held under this option as a lump sum or have it
applied to [one or more of] the other available Settlement Options.

Upon the death of the Annuitant(s) (or the payee under Option 4), the current
value of the funds held under Option 4, and the present value of any remaining
guaranteed payments under the other Options will be paid. Any remaining
guaranteed payments will continue to be received by the beneficiary unless the
beneficiary elects to receive the present value of any remaining guaranteed
payments in a lump sum. If the beneficiary subsequently dies, the present
value of any remaining guaranteed payments will be paid in one sum to the
beneficiarys' estate.

Although the foregoing discussion of Settlement Options is in terms of monthly
payments, an election also may be made to receive quarterly, semi-annual or
annual payments instead.

<PAGE>

CALCULATION OF VARIABLE PAYMENT SETTLEMENT OPTION VALUES

Variable Settlement Options will be supported by the then available Funds of
the Company's Variable Annuity Account B (Account B), a separate account very
similar to the Separate Account, except that Account B supports variable
annuity benefits, rather than variable life insurance benefits. We reserve the
right to impose a maximum of four on the number of Funds that can be used at
any one time for a Settlement Option. We will provide an Account B prospectus
in connection with selection of a Settlement Option. That prospectus will
describe the available Funds, the costs and expenses of such Funds and the
charges imposed on Account B. Such Funds may be, and the charges imposed on
Account B are expected to be, different from those that relate to the Separate
Account prior to commencement of a Settlement Option. Accordingly, you should
review the Account B prospectus, as well as the prospectuses for Account B's
underlying Funds, prior to selecting any variable payment Settlement Option.

The amount of each variable annuity payment after the first is determined
pursuant to a formula described in the Certificates that is generally used by
actuaries for making such calculations. Speaking generally, if the total
return of the Fund for any month, less a deduction currently equivalent to an
annual rate of 1.25% for mortality and expense risks which we expect to result
in a profit to us, exceeds the Settlement Option's assumed interest rate (3.5%
or 5%, as discussed above), the next variable payment will be larger than the
previous one. On the other hand, if the Fund's total return for any month, as
so adjusted, is less than the assumed interest rate, the next variable payment
will be smaller than the previous one. The amount of any such increases or
decreases in variable annuity payments does not bear a direct relationship to
the Fund's total returns.

You may make transfers among Funds under our administrative procedures in
effect at the time. Currently, we limit the number of transfers to four per
Calendar Year, but we can change this limit in the future.

The COMPANY AND MANAGEMENT

Aetna Life Insurance and Annuity Company is a stock life insurance company
organized under the insurance laws of the State of Connecticut in 1976.
Through a merger, it succeeded to the business of Aetna Variable Annuity Life
Insurance Company (formerly Participating Annuity Life Insurance Company
organized in 1954). The Company is engaged in the business of issuing life
insurance policies and annuity contracts in all states of the United States.
The Company is an indirect wholly-owned subsidiary of Aetna, Inc., a publicly
traded financial services Company, whose principal offices are at the same
location as the Company's Home Office.

The Company serves as the principal underwriter for the securities offered
hereunder and also acts as the principal underwriter for Variable Annuity
Accounts B, C and G (separate accounts of the Company registered as unit
investment trusts), and Variable Annuity

<PAGE>

Account I (a separate account of Aetna Insurance Company of America registered
as a unit investment trust). Additionally, the Company is the investment
adviser for the following registered management investment companies: Aetna
Variable Fund, Aetna Income Shares, Aetna Variable Encore Fund, Aetna
Investment Advisers Fund, Inc., Series B and C of Aetna GET Fund, Aetna Series
Fund, Inc., Aetna Generation Portfolios, Inc., and Aetna Variable Portfolios,
Inc. The Company is also the depositor of Variable Annuity Accounts B, C and
G.

The following are the Directors and Executive Officers of Aetna Life Insurance
and Annuity Company. Unless otherwise indicated, the principal business
address for all individuals is the Company's Home Office.

<TABLE>
<CAPTION>
NAME POSITION WITH THE COMPANY PRINCIPAL OCCUPATION DURING PAST FIVE 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.

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 Chief Financial Officer (since February 1996),
Financial 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.

<PAGE>

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.

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.

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 Company 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.

<PAGE>

Deborah Koltenuk Vice President, Treasurer, and Vice President, Investment Planning and
Corporate Controller Financial Reporting (April 1996-July 1996) --
Aetna Life Insurance Company; Vice President,
Investment Planning and Financial Reporting
(October 1994-April 1996) within the Aetna
organization; Assistant Vice President, Finance
and Administration (June 1994-October 1994)
within the Aetna organization; Controller
(September 1993-June 1994) Aetna Information
Technology; Assistant Vice President (December
1990-September 1993), within Aetna Organization.

Frederick D. Kelsven Vice President and Chief Director of Compliance (January 1985-
Compliance Officer September 1996) -- Nationwide Life Insurance
Company.
</TABLE>

ADDITIONAL INFORMATION

REPORTS TO OWNERS

The Company will maintain all records relating to the Separate Account and the
Certificates. At least once in each Certificate Year, the Company will send
you a report containing Certificate Values (see Total Amount Value) as of the
most recent Certificate Anniversary. If any portion of your Total Account
Value is allocated to the Separate Account, you will receive such additional
periodic reports as may be required by the SEC.
(See Right to Instruct Voting of Fund Shares)

<PAGE>

RIGHT TO INSTRUCT VOTING OF FUND SHARES

In accordance with our view of present applicable law, we will generally vote
the shares of each of the Funds held in the Separate Account in accordance
with instructions received from variable life owners having a voting interest
in the Funds. Owners having such an interest will receive periodic reports
relating to the Fund, proxy material and a form for giving voting
instructions. The number of shares which you have a right to vote with respect
to a Fund will be determined, as of a record date established by the Fund, by
dividing the portion of your Total Account Value attributable to that Fund by
the net asset value of one share in the Fund. Fund shares held by the Separate
Account for which no timely instructions are received and Fund shares which
are not otherwise attributable to variable life owners will be represented by
us at the meeting and voted in the same proportion as the voting instructions
which are received from such owners participating in each Fund through the
Separate Account.

Notwithstanding the foregoing, 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. Also,
under certain limited circumstances, current law permits us to disregard
voting instructions. In that event, a summary of and the reasons for such
action will be included in the next annual report to Owners.

STATE REGULATION

The Certificates will be offered for sale in states selected by the Company,
in its sole discretion, where one or more eligible purchasers reside. The
Company is subject to regulation and supervision by the Insurance Department
of the State of Connecticut, which periodically examines its affairs. The
Company is also subject to the insurance laws and regulations of all other
jurisdictions where it is authorized to do business. We are required to submit
annual statements of our operations, including financial statements, to the
insurance departments of those jurisdictions, for the purposes of determining
solvency and compliance with local insurance laws and regulations.

<PAGE>

LEGAL MATTERS

The Company knows of no material legal proceedings pending to which either the
Separate Account or the Company is a party or which would materially affect
the Separate Account. The legal validity of the securities described in this
Prospectus has been passed on by Susan E. Bryant, Counsel with the Company's
Law Department.

THE REGISTRATION STATEMENT

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

DISTRIBUTION OF THE CERTIFICATES

The Company will serve as principal underwriter of the securities offered
hereunder, as defined by the federal securities laws. The Certificates will be
distributed by Aetna Investment Services, Inc. ("Aetna Services"), which is an
affiliate of the Company. The Company and Aetna Services are registered as
broker-dealers with the SEC and are members of the National Association of
Securities Dealers, Inc. All persons offering or selling the Certificates will
be registered representatives of Aetna Services, and will also be licensed as
the Company's insurance agents to sell variable life insurance.

Salespersons will be compensated for sales of the Certificates on salaried
basis or on a commission. The maximum sales commission to be paid for
Certificate distribution is 25% of the first year premium up to 12 Basic
Monthly Premiums. In the event of an increase in Specified Amount, the maximum
sales commission will be 25% of 12 times the amount of Basic Monthly Premium
attributable to the increase. The maximum sales commission on all other
premiums is 2% through the 15th Certificate year, or the 15th year following a
Specified Amount increase.

EXPERTS

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

<PAGE>

Actuarial matters in this Prospectus have been examined by Gregory Chicares,
FSA, MAAA, Pricing Actuary of the Company. His opinion is filed as an exhibit
to the Registration Statement filed by the Company with the SEC.

Tax MATTERS

The following is a discussion of certain federal income tax considerations
relating to the Certificates. This discussion is based on the Company's
understanding of federal income tax laws and regulations as they now exist.
These laws and regulations are complex, and tax results may vary among
individuals. A person contemplating the purchase of or the exercise of
elections under a Certificate 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 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 in the
future.

LIFE INSURANCE QUALIFICATION

Section 7702 of the Code provides a definition of life insurance for tax
purposes. The Company believes that the Certificates meet this statutory
definition of life insurance. As a result, and if the diversification
standards of Section 817(h) of the Code (discussed below) are also satisfied,
then (a) Death Benefits paid under a Certificate, as well as benefits under
the Accelerated Death Benefit and Accidental Death Benefit riders, should
generally be excluded from the gross income of the recipient for federal
income tax purposes, and (b) an Owner should not generally be taxed on any
increase in the Total Account Value under a Certificate, prior to actual
receipt by the Owner of a distribution thereof.

The Company intends to comply with 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
Owners and will be made only after advance written notice. In some cases,
moreover, in order to assure that a Certificate continues to qualify and be
taxed as life insurance, the Company may need to distribute amounts that may
be includible in the Certificate Owner's taxable income.

<PAGE>

GENERAL RULES

Upon the Full Surrender, maturity or cancellation of any Certificate, whether
or not it is a Modified Endowment Contract (discussed below), the Owner will
be taxed on the Surrender Value to the extent that it exceeds the total
premiums paid less prior untaxed distributions from the Certificate. The
amount of any unpaid Certificate Loan will, upon surrender, be added to the
Surrender Value for tax purposes and will be treated for this purpose as if it
had been received as a distribution. For tax purposes, amounts an Owner
receives in return for assigning any interest in, or designating a new Owner
of, a Certificate also would be treated as a distribution.

If the Certificate is not a Modified Endowment Contract, the proceeds of any
full or Partial Surrenders or other partial distributions made after the first
15 Certificate Years are generally not taxable, unless the total amount
received due to such surrenders or other distributions from the Certificate
exceeds total premiums paid less prior untaxed distributions from the
Certificate. However, Partial Surrenders and other partial distributions made
within the first 15 Certificate Years may be taxable, under a complicated
formula, if the Surrender Value plus any unpaid Certificate debt exceeds the
total premiums paid less the untaxed portion of any prior distributions from
the Certificate. This result may occur even if the total amount of
distributions from the Certificate to that date does not exceed total premiums
paid to that date.

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

MODIFIED ENDOWMENT CONTRACTS

A Certificate will be considered a Modified Endowment Contract if it fails the
"7-pay test." A Certificate fails the 7-pay test if, at any time in the first
seven Certificate Years, the amount paid into the Certificate exceeds the
amount that would have been paid had the Certificate been designed to become
paid up after payment of seven equal annual premiums. A new 7-pay test begins
at any time a material change takes effect. A material change, for example,
may include a change in Death Benefit Option, reinstatement of a lapsed
Certificate, an assignment or change of Owner, an increase or decrease in the
Specified Amount (including a decrease resulting from a Partial Surrender),
the addition or cancellation of benefits under a Disability Benefit Rider or
Accidental Death Benefit Rider, or payment of premiums at a time when the
Death Benefit is computed based on the Net Single Premium.

In the event of a reduction in future benefits during the first seven
Certificate Years (or within the first seven Certificate Years after a
material change), the 7-pay test will be recalculated retroactively based on
the reduced level of benefits. (For example, a reduction

<PAGE>

in future benefits could result if you request a decrease in Specified Amount,
Partial Surrender or cancellation of certain rider benefits.) If the premiums
previously paid are greater than the recalculated 7-pay test limit, the
Certificate will be a Modified Endowment Contract.

A Certificate received in exchange for a Modified Endowment Contract will also
be a Modified Endowment Contract.

If the Certificate is a Modified Endowment Contract, the proceeds of any full
or Partial Surrenders, Certificate Loans, or other distributions from the
Certificate will be currently includible in the Certificate Owner's income to
the extent that the Certificate's Total Account Value immediately before
payment exceeds total premiums paid (increased by the amount of distributions
previously taxed and reduced by untaxed amounts previously distributed from
the Certificate). All Modified Endowment Contracts purchased by you from the
Company (and its affiliates) during the same calendar year, will be aggregated
for purposes of determining the taxable portion of distributions from the
Certificate.

Distributions during any Certificate year in which a Certificate becomes a
Modified Endowment Contract and any subsequent Certificate Year will be taxed
as described above. In addition, distributions from a Certificate within two
years before it becomes Modified Endowment Contract also will be subject to
tax in this manner. Thus, a distribution made from a Certificate that is not a
Modified Endowment Contract could later become taxable as a distribution from
a Modified Endowment Contract.

If the Certificate is a Modified Endowment Contract, a penalty tax equal to
10% of the amount, if any, includible in the Certificate Owner's income will
also apply to the proceeds of any Certificate surrender, loan or other
complete or partial distribution, unless the Owner has reached the age of 59
1/2. The penalty tax does not, however, apply to any full or partial
distributions that are made while the Owner is disabled (within the meaning of
the Code) or that are part of a series of equal periodic payments made not
less frequently than annually for the life or life expectancy of such Owner or
the joint lives (or joint life expectancies) of such Owner and his or her
beneficiary (i.e., an annuity).

DIVERSIFICATION STANDARDS

Section 817(h) of the Code provides that the investment portfolios of the
Funds must be "adequately diversified."

The Internal Revenue Service ("Service") has stated that a variable contract
owner will be considered the owner of separate account assets (such as the
Fund shares supporting a Certificate), if the owner possesses incidents of
ownership in those assets (such as the ability to exercise investment control
over the assets). The Service has also stated it would issue guidance through
regulations or rulings on the extent to which Owners may direct their
investments to particular Funds without being treated as owners of the
underlying assets.

<PAGE>

As of the date of this Prospectus, no such guidance has been issued, although
the Service has informally indicated that any regulations could well limit the
number of Funds or the frequency of transfers among Funds. The Company,
therefore, reserves the right to modify the Certificates as necessary to
attempt to prevent a Certificate Owner from being considered the owner of the
underlying Fund shares supporting his or her Certificate.

If the investments were not adequately diversified, or if the Owner otherwise
were considered to be the owner of such Fund shares, income and gains realized
by the Separate Account with respect to such shares would be includible in the
Owner's income commencing with the year of non-compliance and continuing
unless and until the Company reaches a settlement of the matter with the
Service.

WITHHOLDING

Generally, unless you provide us with a written election to the contrary
before we make the distribution, we are required to withhold income tax from
any portion of a distribution we make to you that is includible in your
income. If you do not wish us to withhold tax from the payment, or if enough
is not withheld, you may have to pay later. You may also have to pay penalties
if your withholding and estimated tax payments are insufficient.

OTHER TAX CONSIDERATIONS

The exchange of any other life insurance for a Certificate, depending on the
circumstances, may result in taxable income to the Owner, even in cases where
the Owner receives no cash in the transaction. In addition, there may be state
and local income tax, and also federal and state transfer, estate, gift,
inheritance and other tax consequences of Certificate ownership, premium
payments and receipt of Certificate proceeds depending on the circumstances of
each Owner or beneficiary. The foregoing summary does not purport to be
complete or to cover all situations. Counsel and other advisors should be
consulted for more complete information.

Miscellaneous CERTIFICATE PROVISIONS

THE CERTIFICATES

The Certificate which you receive, the related group Policy owned by NYSUT
pursuant to which the Certificates are issued, the application form you
complete when you purchase the Certificate, any applications for any changes
approved by us, and any riders constitute the whole contract. Copies of all
applications are attached to and made a part of the Certificate. Only the
President, Executive Vice President or the Corporate Secretary may agree with
you to a change in the Certificate or the Policy, and then only in writing.

<PAGE>

PAYMENT AND DEFERRAL OF BENEFITS

All benefits are payable at our Home Office. We may require submission of the
Certificate before we grant Certificate Loans, make changes or pay benefits.

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

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

Payment of the Death Benefit also may be delayed if the Certificate is being
contested.

SUICIDE AND INCONTESTABILITY

In most states, if the Insured dies by suicide, while sane or insane, within 2
years from the Issue Date of a Certificate, we will pay only a limited
benefit. Generally, the benefit will consist of a refund of premiums paid,
subject to a positive or negative adjustment to reflect investment performance
in the Separate Account. In most states, if the Insured dies by suicide while
sane or insane, within 2 years from the Issue Date of any increase in
coverage, we will pay as to that increase only the amount of prior Monthly
Deductions that were attributable to that increase.

In most states, with respect to statements made in the initial application
form or any subsequent application, we will not contest any coverage under a
Certificate after it has been in force for 2 years from its Issue Date.
Notwithstanding the foregoing, if the Age of the Insured is misstated,
regardless how long the coverage has been in effect, the amount of the Death
Benefit will be adjusted to reflect the coverage that would have been
purchased by the most recent pre-Maturity Date Monthly Deduction at the
correct Age.

<PAGE>

PROTECTION OF PROCEEDS

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

NONPARTICIPATION

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

CHANGES IN OWNER AND BENEFICIARY; ASSIGNMENT

Unless otherwise stated in the Certificate, you may change the Owner and/or
the beneficiary or beneficiaries, or both, at any time while the Certificate
is in force. A request for such change must be made by Written Request. After
we have agreed, in writing, to the change, it will take effect as of the date
on which your Written Request was signed. Death Benefit proceeds payable on
death of the Insured will be paid to each named beneficiary as specified in
your then effective beneficiary designation. If no named beneficiary is living
at the date of the Insured's death, all proceeds will be payable to the Owner
or the Owner's estate.

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

Assignment or change of Owner can have adverse tax consequences. See Tax
Matters.

PERFORMANCE REPORTING AND ADVERTISING

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

<PAGE>

ILLUSTRATIONS OF DEATH BENEFIT AND TOTAL ACCOUNT VALUES

The following pages provide a hypothetical illustration of how the Option 1
Death Benefit and Total Account Values can change over time for a Certificate
issued to an Age 45 preferred risk non-smoker Insured if premiums are
accumulated at 5% interest per year or the investment return on the assets
held in each Fund were a uniform gross annual rate of 0%, 6%, and 12%,
respectively, based upon a number of assumptions.

There are two pages of values. The first page illustrates the assumption that
the guaranteed maximum Cost of Insurance rates and other charges at maximum
rates are charged in all years. The second page illustrates the assumption
that the current scale of Cost of Insurance rates for a $__________ Specified
Amount and other charges at current rates are charged in all years.

The values shown in these illustrations vary according to assumptions used for
charges and gross rates of investment return. The actual investment returns
experienced by the Certificates and the charges deducted may be higher or
lower than those illustrated. The charges reflected on the first page consist
of the maximum allowable charges under the Certificate, including 0.90% for
mortality and expense risks in all Certificate Years and _____% for expenses
of the Funds. The charges reflected on the second page consist of the current
charges imposed under the Certificates, including 0.85% for mortality and
expense risks in Certificate Years 1 through 10 only and (as is currently
planned) 0% thereafter, and _____% for Fund expenses. The charge for Fund
expenses reflected in the illustrations assumes that Total Account Values have
been allocated equally among all Funds and represent a fixed, unweighted
average of the investment advisory fees charged to each of the Funds as of
December 31, 1996 (after expense reimbursements) and other operating expenses
(after expense reimbursements) for the year then ended.

After deduction of these amounts, the illustrated gross annual investment
rates of return of 0%, 6% and 12% correspond to approximate net annual rates
of _____%, _____% and ______%, respectively, during the first 10 Certificate
Years, and _____%, _____% and ______%, respectively, thereafter on a current
basis. On a guaranteed basis, the illustrated gross annual investment rates of
return of 0%, 6% and 12% correspond to approximate net annual rates of
______%, _____% and ______%, respectively.

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

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

<PAGE>

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 and
Total Account Values shown.

Upon request, we will provide a comparable personalized illustration based
upon the Age and underwriting classification of the proposed Insured,
including the Specified Amount and premium requested, the proposed frequency
of premium payments and any available riders requested. A fee of $25 may be
charged for each such illustration. The hypothetical gross annual investment
return assumed in such an illustration will not exceed 12%.

<PAGE>

<TABLE>
FLEXIBLE PREMIUM GROUP UNIVERSAL
VARIABLE LIFE INSURANCE CERTIFICATE
UNISEX AGE 45 PREFERRED NONSMOKER RISK
$ BASIC MONTHLY PREMIUM
SPECIFIED AMOUNT $
DEATH BENEFIT OPTION 1
MAXIMUM CHARGES
<CAPTION>

PREMIUMS
ACCUMULATED DEATH BENEFIT
AT GROSS ANNUAL INVESTMENT TOTAL ACCOUNT VALUE
5% INTEREST RETURN OF ANNUAL INVESTMENT RETURN OF
YEAR PER YEAR GROSS 0% GROSS 6% GROSS 12% GROSS 0% GROSS 6% GROSS 12%
---- ---------- -------- -------- --------- -------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
1

30
</TABLE>

<PAGE>

Assumes no Policy loan has been made and no supplemental rider benefits have
been elected. If premiums are paid more frequently than annually, the Death
Benefit could be, and the Total Account 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 Owner's allocations, and the Funds' rates
of return. The Total Account Values for a Certificate 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 years.

<PAGE>

AETNA LIFE INSURANCE AND ANNUITY COMPANY
Individual Life
151 Farmington Avenue
Hartford, CT 06156
800-334-7586

VARIABLE LIFE ACCOUNT B

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

Prospectus Dated [GRAPHIC OMITTED]

<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, 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.

REPRESENTATION, PURSUANT TO SECTION 26(E)(2)(A) OF
THE INVESTMENT COMPANY ACT OF 1940

REGISTRANT MAKES THE FOLLOWING REPRESENTATION:

[To be filed by amendment.]

CONTENTS OF
REGISTRATION STATEMENT

This Registration Statement comprises the following papers and documents:

The facing sheet.
A cross-reference sheet
One Prospectus for the Flexible Premium Group Variable Universal Life
Insurance Policy consisting of 50 pages
The undertaking to file reports The undertaking pursuant to Rule 484
Representation pursuant to Section 26(e)(2)(A) The signatures
Written consents of the following persons:
A. Consent of Independent Auditors (Included as Exhibit 8 below)
B. Consent of Counsel (Included as part of Exhibit 2 below)
C. Consent of Actuary (Included as part of Exhibit 6 below)

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)
(3)(v) Restated and Amended Third Party Administration and
Transfer Agent Agreement(2)
(4) Not Applicable
(5)(i) Form of Group Policy
(5)(ii) Form of Certificate Under Group Policy
(5)(iii) Form of Disability Benefit Rider*
(5)(iv) Form of Accelerated Death Benefit Rider*
(5)(v) Form of Accidental Death Benefit Rider*
(5)(vi) Accelerated Death Benefit Disclosure Statement*
(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)
(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) Amendment dated as of February 20, 1996 to Fund
Participation Agreement between Aetna Life Insurance and
Annuity Company and Scudder Variable Life Investment Fund
dated April 27, 1992 as amended February 19, 1993 and
August 13, 1993(5)
(8)(vii) 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)

<PAGE>

(9) Not Applicable
(10)(i) Form of Application
(10)(ii) Supplements to Form of Application
(11) Issuance, Transfer and Redemption Procedures*

2. Opinion and Consent of Counsel*
3. Not Applicable
4. Not Applicable
5. Not Applicable
6. Actuarial Opinion and Consent*
7. Copy of Power of Attorney(8)
8. Consent of Independent Auditors*

*To be filed by Amendment
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 Post-Effective Amendment No. 1 to
Registration Statement on Form S-6 (File No. 33-75248), as filed on April
25, 1995.
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. 6 to
Registration Statement on Form N-4 (File No. 33-75986), as filed
electronically on April 12, 1996.
5. Incorporated by reference to Post-Effective Amendment No. 3 to
Registration Statement on Form N-4 (File No. 33-88720), as filed
electronically on June 28, 1996.
6. Incorporated by reference to Post-Effective Amendment No. 4 to
Registration Statement on Form S-6 (File No. 33-2339), as filed on April
25, 1995.
7. Incorporated by reference to Registration Statement on Form S-6 (File No.
33-64277), as filed electronically on November 15, 1995
8. Included on the signature page of this Registration Statement

<PAGE>

SIGNATURES

As required by the Securities Act of 1933, as amended, the Registrant,
Variable Life Account B of Aetna Life Insurance and Annuity Company, has duly
caused this Registration Statement on Form S-6 to be signed on its behalf by
the undersigned, thereunto duly authorized, and the seal of the Depositor to
be hereunto affixed and attested, all in the City of Hartford, and State of
Connecticut, on this 8th day of November, 1996.

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

(SEAL)

ATTEST: /s/DEANN S. ANASTASIO By: AETNA LIFE INSURANCE AND
--------------------- ANNUITY COMPANY
DeAnn S. Anastasio (Depositor)
Assistant Corporate Secretary

By: /s/DANIEL P. KEARNEY
---------------------
Daniel P. Kearney
Principal Executive Officer

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

<TABLE>
Signature Title Date

<S> <C> <C>
/s/DANIEL P. KEARNEY Director and President )
---------------------- (Principal Executive Officer )
Daniel P. Kearney )
)
)
/s/CHRISTOPHER J. BURNS Director ) November 8, 1996
----------------------- )
Christopher J. Burns )
)
)
<PAGE>
)
/s/LAURA R. ESTES Director )
----------------- )
Laura R. Estes )
)
)
<PAGE>
)
)
)
/s/ Timothy A. Holt Director and Chief Financial Officer )
------------------- )
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/ Deborah Koltenuk Vice President and Treasurer, )
-------------------- Corporate Controller )
Deborah Koltenuk )
</TABLE>

<PAGE>

<TABLE>
VARIABLE LIFE ACCOUNT B
EXHIBIT INDEX

<CAPTION>
Exhibit No. Exhibit

<S> <C>
99-1.5(i) Form of Group Policy

99-1.5(ii) Form of Certificate Under Group Policy

99-1.10(i) Form of Certificate Application

99-1.10(ii) Supplements to Form of Certificate Application
</TABLE>

EXHIBIT 5(i)

Flexible Premium Group Variable Universal Life Insurance Policy

a contract between

Aetna Life Insurance and Annuity Company
(herein called Aetna)

and

New York State United Teachers

(Policyholder)

Policy Number: [ ] Signed at Aetna's Home Office in
Hartford, Connecticut
Date of issue: [ ] on the date of issue.

To take effect: [ ]

Policy delivered in: New York

This policy will be construed in [
line with the law of the State of delivery. President]

Based on timely premium payments
Aetna agrees with the New York State United
Teachers, to pay benefits in accordance with [
the policy terms. Secretary]

The duties and the rights of the
policyholder will be based solely on
the terms of this policy. This [
policy is non-participating. Registrar]

RIGHT OF EXAMINATION

This policy may be returned to Aetna or its representative within 10 days
after its receipt. Return this policy to Aetna at 151 Farmington Avenue,
Hartford, Connecticut 06156. Upon its return, all insurance under this
Certificate will then be deemed void from its beginning.

70262-96 Page 1

<PAGE>

INDEX

PART I

CONTRACT --
CERTIFICATES

PART II

ELIGIBILITY/ELIGIBLE PERSONS

PART III

CANCELLATION OF POLICY

PART IV

PREMIUM PROVISIONS --
GRACE PERIOD PROVISIONS

PART V

POLICYHOLDER AND INSURANCE
COMPANY MATTERS

PART VI

MISCELLANEOUS PROVISIONS
COPY OF APPLICATION

70262-96 Page 2

<PAGE>

PART I

CONTRACT --
CERTIFICATES

CONTRACT
This policy, any attached endorsements, the Policyholder's application and the
Certificate constitute the entire contract. A copy of the Policyholder's
application is attached. All statements made by the New York State United
Teachers or an Insured shall be deemed representations and not warranties.
Aetna will not use such statements to void this contract or defend against a
claim unless it is contained in the initial application or subsequent
applications.

CERTIFICATES
Aetna will prepare a Certificate setting forth a description of coverage for
each Insured under this policy. All such Certificates are hereby incorporated
into and made a part of this policy. Certificates will be issued for delivery
to each Owner.

Each Certificate incorporated into and made a part of this policy will be
identified by:

The form number 70263-96;
The name of the Insured.

If Aetna receives a request from the New York State United Teachers to change
any of the provisions of a Certificate, such change(s) that are agreed to by
Aetna will be made on future Certificates and in accordance with written
instructions from the New York State United Teachers, until a new Certificate
reflecting such change(s) is issued and incorporated into and made a part of
this policy.

PART II

ELIGIBILITY/ELIGIBLE PERSONS

ELIGIBILITY
The New York State United Teachers and the eligible class or classes of
Members will be those which are: (a) designated to Aetna in writing; (b)
accepted by Aetna; and (c) placed on file with Aetna. With Aetna's consent,
any class or classes of eligible Members may be changed without formal
amendment of this policy by written notice from the New York State United
Teachers to Aetna.

Aetna will keep, in a file set up for the New York State United Teachers, a
copy of the rates that apply to its eligible class or classes of Members.

The New York State United Teachers may act on all policy matters. Each such
act, or agreement made between Aetna and the New York State United Teachers,
or notice given by one to the other will be binding.

70262-96 Page 3

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ELIGIBLE PERSONS
All Members of the New York State United Teachers and their Domestic Partners
and Dependents are eligible to apply for coverage under this policy. An
eligible person may become insured under only one eligible class at a time,
even if he/she is a member of more than one class. An eligible person may only
become covered for that insurance which he/she elects and for which he/she
pays the required premium and provide evidence of insurability satisfactory to
Aetna.

A Member is eligible on the latest of:

o the Issue Date of the policy; or

o the date he/she enters an eligible class of Members.

The Domestic Partner of an eligible Member is eligible on the later of:

o the date the Member becomes insured under the Certificate; or

o the date he/she becomes the Domestic Partner of an eligible Member;

but only if the Domestic Partner is less than 80 years of age on that date.

The Dependent of an eligible Member is eligible on the later of:

o the date the Member becomes eligible to be insured; and

o the date he/she becomes the Dependent of an eligible Member;

but only if the Dependent is at least 14 days but less than 25 years old,
provided that the Dependent depends mainly on the Member for support because
he/she goes to school on a regular, full time basis or is incapable of
self-sustaining employment due to physical or mental disability.

PART III

CANCELLATION OF POLICY

The New York State United Teachers may cancel this policy with respect to all
or any class or classes of Members by giving Aetna written notice 31 days
before the cancellation date. Coverage under the Certificate will terminate
or, at the option of the Certificate Owner, may be converted.

The New York State United Teachers will provide each of its Members and their
Domestic Partners and/or Dependents with advance notice of policy cancellation
or discontinuance. Such notice must be mailed or delivered to such Member at
least 15 days before the date plan cancellation or discontinuance is to take
effect.

Subject to any applicable laws or regulations, Aetna has the right to cancel
this policy as to all or any class of Members at any time after the end of the
Grace Period if the policy premium has not been paid. Written notice of the
termination date must be given by Aetna.

Aetna reserves the right to discontinue accepting new enrollments under this
policy or as to any or all coverage of all or any class or classes of Members
by giving the New York State United Teachers advance written notice of when it
will be canceled. This date will not be earlier than 31 days after Aetna has
given written notice, unless it is agreed to by the New York State United
Teachers and Aetna.

70262-96 Page 4

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PART IV

PREMIUM PROVISIONS--
GRACE PERIOD PROVISIONS

PAYMENT OF PREMIUMS BY INSUREDS
The amount and frequency of each Certificate Owner's premium is shown on
his/her Certificate Specifications. The amount may be adjusted by Aetna from
time to time, as described therein.

GRACE PERIOD FOR CERTIFICATE
The 61-day Grace Period granted to a Certificate Owner for payment of his/her
premium is described in his or her Certificate.

PAYMENT OF PREMIUM BY NEW YORK STATE UNITED TEACHERS
The total policy premium payable by the New York State United Teachers will be
the sum of all premiums remitted for persons insured under this policy,
excluding premiums that are not payable by payroll deduction. The initial
policy premium will be due on the Issue Date of this policy. After that,
policy premiums will be due on each premium due date, which is the first day
of such calendar month, unless the New York State United Teachers and Aetna
agree on some other method of premium payment. The New York State United
Teachers and Aetna may agree to change the method of premium payment from time
to time. The policy premiums are payable at Aetna's Home Office or to an
authorized agent.

If any policy premium is not paid when due, this policy will be canceled as of
the premium due date; except as provided in the section called Policy Grace
Period.

POLICY GRACE PERIOD
A policy Grace Period of 61 days from the premium due date will be granted to
the New York State United Teachers for the payment of premiums required under
this policy. The policy will be in force during such Grace Period. If such
premium is not paid in such Grace Period, this policy will cancel at the end
of that Grace Period. This policy will cancel before that date if the New York
State United Teachers gives written notice of cancellation in advance to
Aetna. If this policy cancels, the New York State United Teachers will be
jointly and severally liable to Aetna for all unpaid premiums for insurance
which was in force.

PART V

POLICYHOLDER AND INSURANCE COMPANY MATTERS

DECLARATIONS
The first "policy month" starts on [ ]. Each subsequent policy month
starts on the [ ] of a calendar month. The first "policy year" starts
on [ ] and ends on [ ]. Each subsequent policy year starts on a
[ ] and ends on a [ ].

DATA REQUIRED
The New York State United Teachers must give Aetna all data required as to
policy matters. All data which may have a bearing on insurance or premiums
will be open for Aetna to inspect while this policy is in force. Also, such
data must be open until the final rights and duties under this policy have
been resolved.

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CLERICAL ERROR
Any clerical error by anyone in keeping records, or a delay in making an
entry, will not be the sole determination of the coverage's validity. A fair
change in premiums will be made when the error or delay is found.

MISSTATEMENTS
If the Insured's age is misstated, the amount of the Death Benefit will be
adjusted to reflect the coverage that would have been purchased by the most
recent Monthly Deduction at the correct age.

INCONTESTABILITY
The validity of this policy shall not be contested, except for non-payment of
premiums, after it has been in force for 2 years. All statements made by or
for the Insured are representations and not warranties. Aetna will not use any
such statement to void the insurance or defend against a claim unless the
statement is attached to and made a part of the policy or Certificate.

NON-DISCRIMINATION
In the management of this policy, the New York State United Teachers will act
so as not to discriminate unfairly between person in like situations at the
time of the action. Aetna can rely on such action.

POLICY CHANGES
This policy may be changed at any time by written agreement between Aetna and
the New York State United Teachers. The consent of any Certificate Owner is
not needed. All agreements made by Aetna are signed by one of its executive
officers. No other person can change or waive any of the policy terms or make
any agreement binding Aetna. The New York State United Teachers will not have
to give written approval of a change in the policy if:

The New York State United Teachers asked for the change and Aetna has
agreed to it.

The change is needed so that the policy will conform to any law,
regulation or ruling of:

A jurisdiction that affects a person covered under this policy; or

The federal government.

DEATH BENEFIT
If the Insured dies while the Certificate is in force, the Aetna will pay a
death benefit based upon the Death Benefit Option in effect on the date of
death, less the Loan Account Value plus any accrued interest less any
outstanding payment required keep the Certificate in force through the date of
death.

The individual(s) or entity(ies) that will receive any Proceeds on the death
of the Insured is the Beneficiary named by the Certificate Owner. If no
Beneficiary has been named, or if no named Beneficiary is living at the time
of the Insured's death, all Proceeds will be paid to the Certificate Owner or
the Certificate Owner's executors, administrators or assigns.

CONVERSION
If a Certificate terminates because (a) an Insured ceases to be a member of
the New York State United Teachers, or (b) the insured is no longer eligible
for coverage under the Certificate as a Domestic Partner or a Dependent and
declines membership in the New York State United Teachers, or (c) the New York
State United Teachers discontinues the group policy, the amount of insurance
which ceases may be converted to any permanent plan of life insurance that the
Aetna makes available for such purpose and according to the Certificate terms.
Aetna will send notice of this right to convert within the statutory
timeframes. No evidence of insurability will be required.

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NONFORFEITURE PROVISIONS
By Written Request the Certificate Owner may, at any time while the policy is
in force and according to the terms of the Certificate, elect to (a) surrender
or partially surrender his/her Certificate in exchange for payment of its full
Surrender Value, (b) continue the coverage in effect as paid up or (c) borrow
up to 90% of the sum of the Certificate's Separate Account Value and Fixed
Account Value. Aetna reserves the right to defer payments as provided under
the Certificate's Right to Defer Payment provision.

THE SEPARATE ACCOUNT
The Separate Account established for the purpose of providing Variable Options
to fund this insurance is Variable Life Account B. Variable Life Account B was
established pursuant to a June 18, 1986, resolution of the Board of Directors
of the Aetna. The Separate Account is registered with the SEC as a unit
investment trust under the Investment Company Act of 1940 and meets the
definition of separate account under the federal securities laws. Such
registration does not involve any approval or disapproval by the Commission of
the Separate Account or the Aetna's management or investment practices or
policies. Aetna does not guarantee the Separate Account's investment
performance.

70262-96 Page 7
<PAGE>

EXHIBIT 5(ii)

[GRAPHIC OMITTED]

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

By Group Policy
[GVUL - 000000]

Issued to Certain Members of the New York State United Teachers and their
Dependents.

The insurance described in this Certificate is provided under and is subject,
in every respect, to all of the terms of the group policy. The group policy
may be changed or discontinued, in whole or in part, in accordance with its
terms, without the consent of any Insured.

The insurance described in this Certificate replaces and supersedes any
insurance previously in force under the group policy specified above.

RIGHT OF EXAMINATION

This Certificate may be returned to Aetna or its representative within 10 days
after its receipt. Return this Certificate to Aetna at 151 Farmington Avenue,
Hartford, Connecticut 06156. Upon its return this Certificate will be deemed
void from its beginning. The amount refunded will be: The difference between
payments made and amounts allocated to Variable Life Account B; plus the value
of amounts allocated to Variable Life Account B on the date the returned
Certificate is received by Aetna; plus any charges made under this
Certificate's terms on the amount allocated to Variable Life Account B.

Signed for Aetna on its Issue Date.

/s/Dan Kearney
President

FLEXIBLE PREMIUM GROUP VARIABLE UNIVERSAL LIFE INSURANCE CERTIFICATE

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

THE AMOUNT OR DURATION OF THE DEATH BENEFIT MAY BE FIXED OR VARIABLE AND
MAY INCREASE OR DECREASE. THE DEATH BENEFIT IS PAYABLE AS DESCRIBED IN
THE DEATH BENEFIT OPTIONS AND PROCEEDS SECTIONS OF THIS CERTIFICATE.

VALUES IN EACH FUND HELD IN A SEPARATE ACCOUNT MAY INCREASE OR DECREASE
DAILY. SUCH VALUES ARE NOT GUARANTEED AS TO DOLLAR AMOUNT. REFER TO THE
CERTIFICATE VALUES SECTION OF THIS CERTIFICATE FOR MORE INFORMATION.

70263-96

<PAGE>

TABLE OF CONTENTS

CERTIFICATE SPECIFICATIONS

PART I DEFINITIONS

PART II GENERAL PROVISIONS

PART III SUICIDE AND INCONTESTABILITY

PART IV PREMIUMS AND REINSTATEMENT

PART V DEATH BENEFIT

PART VI CERTIFICATE VALUES

PART VII NONFORFEITURE PROVISIONS

PART VIII LOANS

PART IX CHANGES IN INSURANCE COVERAGE

PART X SETTLEMENT OPTIONS

APPLICATION

<PAGE>

C E R T I F I C A T E S P E C I F I C A T I O N S

NAME OF
INSURED JOHN DOE

CERTIFICATE
NUMBER: F 2 222 000 September 1, 1997 DATE OF ISSUE

INSURED SEX AGE PREMIUM CLASS
A MALE 45 PREFERRED NONSMOKER

BENEFICIARY - SEE ATTACHED BENEFICIARY AND OWNER ENDORSEMENT SHEET.

OWNER - THE INSURED.

SPONSORING ORGANIZATION - NEW YORK STATE UNITED TEACHERS UNION

PLAN - FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE CERTIFICATE - UNISEX

INITIAL SPECIFIED AMOUNT: $175,000 DEATH BENEFIT OPTION: 1

MINIMUM SPECIFIED AMOUNT: $50,000

MATURITY DATE: SEPTEMBER 1, 2052

INITIAL PLANNED PREMIUM: $ XX.00
INITIAL PREMIUM MODE: Monthly

BASIC MONTHLY PREMIUM $ XX.00 MONTHLY DEDUCTION DAY
BASIC CERTIFICATE ONLY $ XX.00 THE 1ST OF EACH MONTH
DISABILITY BENEFIT RIDER $ 0.00
ACCELERATED BENEFIT RIDER $ 0.00
ACCIDENTAL DEATH BENEFIT RIDER $ 0.00

NO LAPSE COVERAGE EXPIRATION DATE: September 1, 2002

<PAGE>

F 2 222 000 JOHN DOE Page 2 of 3

NET PREMIUM INITIAL ALLOCATION PERCENTAGES:
FIXED ACCOUNT 100%

GUARANTEED CERTIFICATE FEE:
1) $ 19.00 PER MONTH FOR THE FIRST CERTIFICATE YEAR; AND
2) $ 11.00 PER MONTH FOR EACH CERTIFICATE YEAR AFTER THE FIRST.

MAXIMUM PREMIUM LOAD: 10.0%

GUARANTEED INTEREST RATE FOR FIXED ACCOUNT VALUE: 4.0% PER YEAR EXCESS
INTEREST WILL BE AS PROVIDED BY AETNA. FOR ANY PORTION OF THE FIXED ACCOUNT
VALUE SECURED BY A LOAN, THE INTEREST CREDITED WILL NEVER BE LESS THAN 4.0%
PER YEAR.

GUIDELINE ANNUAL PREMIUM: $X.XXX.00

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

1. THE AMOUNT, TIMING AND FREQUENCY OF PREMIUM PAYMENTS;

2. CHANGES IN THE SPECIFIED AMOUNT AND THE DEATH BENEFIT OPTIONS;

3. CHANGES IN INTEREST CREDITED, FUND PERFORMANCE AND MORTALITY
DEDUCTIONS;

4. DEDUCTIONS FOR RIDERS AND BENEFITS;

5. PARTIAL SURRENDERS AND LOANS.

AN ADMINISTRATIVE FEE OF $25 MAY APPLY FOR EACH PARTIAL SURRENDER.

<PAGE>

F 2 222 000 JOHN DOE Page 3 of 3

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

<CAPTION>
ATTAINED MONTHLY ATTAINED MONTHLY ATTAINED MONTHLY
AGE RATE AGE RATE AGE RATE
<S> <C>
</TABLE>

<PAGE>

PART I - DEFINITIONS

ANNUITANT
The person whose life determines the amount of life-contingent payments.

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

BASIC MONTHLY PREMIUM
The amount of premium that must be paid to continue coverage in force under
the No Lapse Coverage provision.

CERTIFICATE MONTH
The Certificate Month begins each month on the same day of the month as the
Issue Date.

CERTIFICATE YEAR/CERTIFICATE ANNIVERSARY
The first Certificate Year is the 12-month period beginning on the Issue Date.
Each Certificate Anniversary is equal to the Issue Date plus 1 year, 2 years,
etc.

DEPENDENT
A Member's unmarried child, unmarried legally-adopted child or stepchild at
least 14 days of age but under 19 years of age.

A Member's unmarried child, unmarried legally-adopted child or stepchild at
least 14 days of age but under 25 years of age, if that child: (1) is going to
school on a regular, full-time basis; and (2) depends mainly on the Member for
support.

A Member's unmarried child, unmarried legally-adopted child or stepchild at
least 19 years of age if that child: (1) depends mainly on the Member for
support; and (2) is incapable of self-sustaining employment by reason of
mental or physical disability. Proof of the child's disability and dependence
must be submitted to Us within 31 days after the date the child would
otherwise cease to be a Dependent. For 2 years after that, We may, from time
to time, require proof of the continuation of such condition and dependence.
After that, We may require proof no more than once a year.

DOMESTIC PARTNERS
Married adults or two adults, of the same or different sex, engaged in a
spouse-like relationship characterized by mutual caring and dependency, who
have signed a form, satisfactory to Us and received at our Home Office,
certifying to their relationship.

FIXED ACCOUNT
A non-variable funding option available on this Certificate that guarantees a
minimum interest rate of 4% per year.

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

FUND(S)
One or more of the underlying variable funding options available under this
Certificate. Each of the funds is a separate investment portfolio of an
open-end management investment company (mutual fund) whose shares are
purchased by the Separate Account to fund the benefits provided by this
Certificate.

HOME OFFICE
Our main office, located at 151 Farmington Avenue, Hartford, Connecticut
06156.

70263-96
1

<PAGE>

INSURABILITY REQUIREMENT
A person satisfies the Insurability Requirement only if and when We accept
that person as insurable. To decide whether a person is insurable, We will
require proof of good health. The proof may include a health questionnaire, a
physical exam and other types of information and tests and will vary based on
the amount of coverage requested and Our standard practices at the time.

INSURED
The person covered for life insurance under this Certificate. An Insured must
be (a) an eligible Member or agency fee payer of the New York State United
Teachers (a 'Member'); (b) a Member's Dependent; or (c) a Member's Domestic
Partner.

ISSUE DATE
The date shown on the Certificate Specifications or supplemental Certificate
Specifications. Coverage is contingent upon payment of the first premium and
issue of this Certificate as provided in the application.

LOAN ACCOUNT VALUE
The sum of all unpaid loans. The amount necessary to repay all loans in full
is the Loan Account Value plus any accrued loan interest.

MATURITY DATE
The Certificate Anniversary on which the Insured's Attained Age is 100.

MEMBER
A member or agency fee payer of the New York State United Teachers who is
eligible for coverage under the group policy.

MINIMUM SPECIFIED AMOUNT
The Specified Amount cannot be decreased below this amount. The Minimum
Specified Amount is shown in the Certificate Specifications.

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

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

NET PREMIUM
Equal to the premium paid, less the deduction for the premium load.

NET SINGLE PREMIUM
The amount required to purchase a guaranteed benefit assuming the
Certificate's Surrender Value is allocated to the Fixed Account, using the
Insured's Attained Age and premium class. The Net Single Premium is determined
using guaranteed interest of 4.0% per year and guaranteed Cost of Insurance
Rates.

PAYEE
The person who receives annuity payments.

PROCEEDS
The amount that We will pay upon the Death of the Insured, the Maturity Date
or upon surrender as described in the Proceeds provision.

70263-96
2

<PAGE>

SEPARATE ACCOUNT(S)
Variable Life Account B; or, when referring to a settlement option as
described in the Settlement Options provisions of this Certificate, Variable
Annuity Account B.

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

SPECIFIED AMOUNT
The amount chosen by the Owner and used in determining the Death Benefit. It
may be decreased or increased as described in this Certificate. The Specified
Amount is shown in the Certificate Specifications or in the supplemental
Certificate Specifications, if later changed. The Specified Amount must be
elected in increments of $1,000 and cannot be decreased below the Minimum
Specified Amount.

SUBSEQUENT APPLICATION(S)
Any application after the initial application initiated by You or by Us.

TOTAL ACCOUNT VALUE

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

VALUATION DATE
Any day on which the New York Stock Exchange is open for trading and on which
any relevant Funds value their shares.

VALUATION PERIOD
The period of time commencing, usually at 4:15 p.m. Eastern Time on each
Valuation Date and ending 4:15 p.m. Eastern Time on the next Valuation Date.

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

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

VARIABLE OPTION
One or more of the variable funding options available under this Certificate.

WE, OUR, US, COMPANY
Refers to Aetna Life Insurance and Annuity Company, its successors or assigns.

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

YOU/YOUR
Refers to the Owner of this Certificate.

70263-96
3

<PAGE>

PART II - GENERAL PROVISIONS

OWNER
Unless otherwise specified in the Certificate or on the application form or as
later changed, this Certificate is owned by the Insured.

All rights granted by this Certificate or allowed by Us belong to the Owner.

BENEFICIARY
The individual(s) or entity(ies) that will receive any Proceeds on the death
of the Insured is the Beneficiary. The Beneficiary is as stated in the
application form, unless later changed.

If no Beneficiary has been named, or if no named Beneficiary is living at the
time of the Insured's death, all Proceeds will be paid to the Owner or the
Owner's executors, administrators, or assigns.

CHANGES IN OWNER AND BENEFICIARY
Unless this Certificate states otherwise, the Owner and the Beneficiary, or
both, may be changed. This may be done as often as desired by the Owner while
this Certificate is in force.

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

ASSIGNMENT
A copy of an Assignment must be on file at the Home Office. Until We receive
such notice, We will not be required to take notice of, or be responsible for,
any transfer of any interest in this Certificate by Assignment, agreement, or
otherwise.

We are not responsible for the validity of any Assignment. The rights of the
Owner and the interest of the Beneficiary will be subject to the rights of any
assignee of record.

NON-PARTICIPATING No dividends will be paid.

CERTIFICATE SETTLEMENT
All amounts payable by Us will be paid by the Home Office. We will deduct from
the amount payable at settlement any Loan Account Value plus accrued interest
and any overdue amount necessary to keep the coverage in force to the date
that Proceeds are payable. We may require return of this Certificate.

MISSTATEMENT OF AGE
If the Insured's age is misstated, the amount of the Death Benefit will be
adjusted to reflect the coverage that would have been purchased by the most
recent Monthly Deduction for the correct age.

CHANGE OF ADDRESS
You must notify Us at the Home Office of a change in Your mailing address. All
notices will be sent to the last known address of record.

ANNUAL REPORT
At least once after each Certificate Anniversary We will send You a report.
The report will show the Total Account Value, the Surrender Value and the
Death Benefit on the date of the report. It will also show, since the last
report, at least the following information:

o gross premiums paid;

o the Cost of Insurance and the cost of riders;

70263-96
4

<PAGE>

o interest and investment return credited to the Total Account Value;

o the amount of any surrenders or Partial Surrenders;

o a summary of loan activity;

o a projection of the Total Account Value, Loan Account Value and Surrender
Value as of the succeeding Certificate Anniversary; and

o any other information required by the State of New York or by any other
jurisdiction.

ILLUSTRATION OF BENEFITS
We will provide an illustration of future Death Benefits and Total Account
Values, based on stated assumptions, at any time upon Written Request. We
reserve the right to charge a fee for this service.

PROCEEDS
Proceeds on the Insured's death will equal:

o the Death Benefit; less

o the Loan Account Value plus any accrued interest; less

o any payment required to keep the Certificate in force through the date of
death.

Proceeds on death are computed as of the date of death and are payable after
receipt at the Home Office of due proof of the Insured's death and all other
information necessary for such payment to be made.

Proceeds on the Maturity Date will equal:

o the Total Account Value on the Maturity Date; less

o the Loan Account Value on the Maturity Date plus any accrued interest.

Proceeds on surrender are as described in the Surrender Value provision.

All Proceeds are subject to adjustment under the Misstatement of Age,
Incontestability, Suicide Exclusion and Grace Period provisions.

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

o Surrender or Partial Surrender Values;

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

o any portion of the loan value.

70263-96
5

<PAGE>

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

TERMINATION OF COVERAGE
Coverage under this Certificate will terminate on the earliest to occur of:

o the death of the Insured; or

o the date coverage terminates as provided under the Grace Period provision;
or

o the Maturity Date; or

o the date coverage is surrendered; or

o the date the Insured ceases to be a Member of the New York State United
Teachers, or

o the date the Insured is no longer eligible for coverage under the
Certificate as a Domestic Partner or a Dependent and declines membership
in the New York State United Teachers; or

o the date the New York State United Teachers discontinues the group policy.

CONVERSION PRIVILEGE
If coverage under the Certificate terminates because (a) the Insured ceases to
be a Member of the New York State United Teachers; or (b) the Insured is no
longer eligible for coverage under the Certificate as a Domestic Partner or
Dependent and declines membership in the New York State United Teachers; or
(c) the New York State United Teachers discontinues the group policy, the
amount of insurance which ceases may be converted to any permanent plan of
life insurance that We make available for such purpose. Your Written Request
to convert must be received by Us and the first premium paid on the new policy
within 31 days from the date of termination of coverage.

If the Insured dies during that 31-day period, the amount that he/she could
have converted will be payable as a death benefit to the Beneficiary.

The new policy will be issued:

o based on the Insured's Attained Age and sex at Our current rates at the
time of conversion;

o with the same premium class as would have been assigned to the Insured for
the new policy had it been issued on this Certificate's Issue Date;

o subject to any limitations of risk or assignments outstanding against this
Certificate.

Extra benefit riders in force on this Certificate at the time of conversion
can be issued on the new policy without satisfying the Insurability
Requirement only with Our consent. Extra benefit riders must be currently
available for sale with the new policy.

After an individual policy becomes effective for any person, that policy will
be in exchange for all benefits and privileges under the group policy as
regards the person involved and the amount that could have been converted.

The new policy will not take effect if the Insured is not living on the issue
date of the new policy.

If the Conversion Privilege is not exercised, the Owner would receive the full
Surrender Value. The Surrender Value would be effected as of the end of the
Valuation Period in which coverage terminates.

PART III - SUICIDE AND INCONTESTABILITY

SUICIDE EXCLUSION
If the Insured dies by suicide within 2 years from the Issue Date, the
insurance will end and We will pay:

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

o the Separate Account Value; plus

o any charges made under this Certificate's terms on the Separate Account
Value; less

o the sum of:

o the Loan Account Value transferred from the Fixed Account Value; plus

o the interest due on the Loan Account Value; plus

o the value of any Partial Surrenders from the Fixed Account Value; plus

o any interest earned on the Loan Account Value transferred to the
Separate Account Value.

If the Insured dies by suicide within 2 years from the Issue Date of any
increase in coverage, We will pay only the Monthly Deductions for the increase
in coverage.

If the Insured dies by suicide more than 2 years from the Issue Date but
within 2 years from the Issue Date of any increase in coverage, We will pay:

o the Proceeds on death for any coverage in effect more than 2 years from
the Issue Date of coverage; plus

o the Monthly Deduction charges for the increase in coverage.

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

INCONTESTABILITY
With respect to statements made by or on behalf of the Insured in the initial
application form(s) or in any subsequent Application Form(s) for the Insured:
We will not contest coverage under this Certificate after it has been in force
during the lifetime of the Insured for 2 years from the Issue Date.

With respect to statements made in any Subsequent Enrollment Form(s) for the
Insured: We will not contest coverage relating to Subsequent Application
Form(s) after coverage has been in force during the lifetime of the Insured
for 2 years from the Issue Date of such coverage or from the Issue Date of any
reinstatement.

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

PART IV - PREMIUMS AND REINSTATEMENT
GENERAL
Sufficient premiums must be paid to continue this Certificate in force. The
initial premium is due on the Issue Date. Premium due dates are measured from
the Issue Date.

We may apply limits for Planned premiums and Additional Premiums as necessary
to preserve the status of this Certificate as life insurance under federal tax
law.

We may require that the Insured satisfy the Insurability Requirement if
payment of a new Planned Premium or an Additional Premium during the current
Certificate Year would increase the difference between the Death Benefit and
the Total Account Value.

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PREMIUM LOAD
Before a premium is allocated to the Total Account Value, a percentage of
premium, guaranteed not to exceed 10%, will be deducted to cover certain
expenses associated with sales, start-up and maintenance costs of this
Certificate.

PLANNED PREMIUMS
A Planned Premium is the premium amount that the Member agrees to pay and We
agree to bill. The frequency of the Planned Premiums (for example, bi-weekly
or monthly) will be determined by the billing arrangement agreed to by Us and
the New York State United Teachers. The amount and frequency of the Planned
Premium as of the Issue Date are shown in the Certificate Specifications.

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

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

CHANGES IN ALLOCATION PERCENTAGES
Allocation percentages may be changed at any time by Your Written Request to
Us. Allocations must be changed in whole percentages. The change will be
effective as of the date of the next premium payment after You notify Us.

NO LAPSE COVERAGE
This Certificate will not terminate within the 5-year period after the Issue
Date or the Issue Date of any increase if on each Monthly Deduction Day within
that period the sum of premiums paid within that period equals or exceeds:

o The sum of the Basic Monthly Premiums, for each Certificate Month from the
start of the period, including the current month; plus

o Any Partial Surrenders; plus

Any increase in the Loan Account Value since the start of the period.

If on any Monthly Deduction Day within the 5-year period the sum of premiums
paid is less than the sum of the above and there is insufficient Surrender
Value, the Grace Period provision will apply.

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

The Basic Monthly Premium is shown in the Certificate Specifications or
Supplemental Certificate Specifications if later changed.

GRACE PERIOD
If this Certificate is within the No Lapse Coverage period and the Surrender
Value is insufficient to allow a Monthly Deduction on the Monthly Deduction
Day, We will allow You 61 days of grace for payment of an amount sufficient to
allow the Monthly Deduction. We may require payment of the amount equal to the
lesser of (1) or (2) where:

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

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

If this Certificate is no longer within the No Lapse Coverage period and the
Surrender Value is insufficient to allow a Monthly Deduction on a Monthly
Deduction Day, We will allow You 61 days of grace for payment of an amount
sufficient to allow the Monthly Deduction. We may require payment of the
amount necessary to keep the coverage under this Certificate in force for the
current month plus two additional months.

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

During the days of grace, this Certificate will stay in force. If the
Insured's Death occurs during the days of grace, We will deduct an amount
required to keep this Certificate in force from that Death Benefit.

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

o You must apply for reinstatement within 5 years of the date of termination
and before the Certificate's Maturity Date.

o We must receive evidence that the Insured satisfies the Insurability
Requirement.

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

If this Certificate is reinstated within a No Lapse Coverage period, all
values including the Loan Account Value would be reinstated as they were the
date of lapse.

If this Certificate is reinstated after a No Lapse Coverage period has
expired, the coverage would be reinstated on the Monthly Deduction Day
following Our approval. The Total Account Value at reinstatement would be the
Net Premium paid less the Monthly Deduction for that day. Any Loan Account
Value would not be reinstated.

If this Certificate has been surrendered in exchange for payment of its full
Surrender Value, it cannot be reinstated.

Extra benefit riders will be reinstated only with Our consent.

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PART V - DEATH BENEFIT
DEATH BENEFIT OPTIONS
GENERAL
The Proceeds payable upon the Insured's Death will be based upon one of the
following Death Benefit Options You choose. The Death Benefit Option as of the
Issue Date will be shown on the Certificate Specifications or, if changed, on
the Supplemental Certificate Specifications.

OPTION 1
The Specified Amount includes the Total Account Value. Under this option, the
Death Benefit will be the greater of the Specified Amount or a percentage of
the Total Account Value. This percentage is described in the table below.

OPTION 2
The Specified Amount is in addition to the Total Account Value. Under this
option, the Death Benefit will be the greater of the Specified Amount plus the
Total Account Value on the date of death or a percentage of the Total Account
Value. This percentage is described in the table below.

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------------
ACCOUNT ACCOUNT ACCOUNT ACCOUNT
ATTAINED VALUE ATTAINED VALUE ATTAINED VALUE ATTAINED VALUE
AGE % AGE % AGE % AGE %
---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
0-40 250%
41 243 51 178% 61 128% 71 113%
42 236 52 171 62 126 72 111
43 229 53 164 63 124 73 109
44 222 54 157 64 122 74 107
45 215 55 150 65 120 75-90 105
46 209 56 146 66 119 91 104
47 203 57 142 67 118 92 103
48 197 58 138 68 117 93 102
49 191 59 134 69 116 94 101
50 185 60 130 70 115 95 + 100
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

PART VI - CERTIFICATE VALUES
BASIS OF CALCULATION
The values of this Certificate equal or exceed those required by law in the
state where this Certificate is delivered. A detailed statement has been filed
with the State that shows how to compute those values.

INTEREST CREDITED
We will credit interest on the Fixed Account Value at the guaranteed rate of
4.0% per year. This guaranteed rate equals 0.32737%, per month, compounded
monthly. We may credit interest in excess of the guaranteed rate.

Beginning in Certificate Year 11 the interest earned by that portion of the
Loan Account Value equal to a hardship/education loan will be credited at a
rate equal to the guaranteed loan interest rate. Interest, at the rates
specified, will be earned by the Loan Account Value and credited to the Fixed
Account Value and the Separate Account Value in the same proportion in which
the Loan Account Value was originally deducted from these values.

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

FIXED ACCOUNT VALUE
The Fixed Account Value will be:

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

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

o interest credited; less

o any transfers of value out of the Fixed Account Value; plus

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

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

o any loan repayments credited to the Fixed Account Value.

SEPARATE ACCOUNT VALUE
The Separate Account Value will be the sum of the Fund Account Values.

A. Fund Account Value

The portion of each Net Premium, transfer, or loan repayment allocated to
a Fund plus any interest earned on the Loan Account Value which is
attributable to that Fund is credited to this Certificate in the form of
accumulation units. Accumulation units measure the value of Your interest
in each applicable Variable Option. The number of accumulation units
credited is equal to that Fund's portion of the amount being credited
divided by the Accumulation Unit Value for that Variable Option for the
Valuation Period in which the amount being credited. Similarly,
accumulation units are canceled as surrenders, Partial Surrenders, loans,
transfers and deductions are made from that variable option.

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

B. Accumulation Unit Value

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

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

o the value of the Variable Option's accumulation units held in Variable
Life Account B at the end of a Valuation Period; less

o the value of the Variable Option's accumulation units held in Variable
Life Account B at the beginning of that Valuation Period, adjusted by any
taxes or provisions for taxes attributable to the operation of Variable
Life Account B; divided by

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

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o a daily charge at an annual rate not to exceed .90% of net assets of
the Fund for mortality and expense risks attributable to policies
funded through Variable Life Account B.

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

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

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

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

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

Within the forty-five days following a Certificate Anniversary, You may
request a transfer of a portion of the Fixed Account Value to one or more of
the Funds. This type of transfer is allowed only once within these forty-five
days and We must receive Your request at the Home Office within the forty-five
days. The transfer will be effective on the Valuation Date that Your request
is received by the Home Office. The amount of such transfer cannot exceed the
greater of 25% of the Fixed Account Value or $500. If the Fixed Account Values
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.

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

MONTHLY DEDUCTIONS
Monthly Deductions will be deducted as described in the Charges to Certificate
Values provision.

o the Cost of Insurance as calculated below; plus

o a monthly Certificate fee, shown in the Policy Specifications; plus

o any charge for rider benefits

COST OF INSURANCE
The Cost of Insurance on any Monthly Deduction Day will be (1) multiplied by
the result of (2) minus (3) where:

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

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

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

COST OF INSURANCE RATE
The monthly Cost of Insurance rate is based on the Insured's issue age, number
of Certificate Years elapsed, Specified Amount and premium class. For an
increase in the Specified Amount, the premium class for that increase will be
used. If the Insured is assigned a premium class which designates "smoker" and
this classification changes, You may, by Written Request, reclassify the
Insured any time after the first Certificate Anniversary. Upon Our acceptance
of the change, supplemental Certificate Specifications will be sent to You.

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

The rate during any Certificate Year will never exceed the rate shown for that
year in the Table of Guaranteed Maximum Insurance Rates in the Certificate
Specifications. Those rates are based on the 1980 Commissioners Standard
Ordinary Mortality Table D, unisex, 50% male, 50% female, Smoker or Nonsmoker.

PART VII - NONFORFEITURE PROVISIONS
CONTINUATION OF COVERAGE
Coverage under this Certificate will continue to the Maturity Date as long as
the Surrender Value is sufficient to cover each Monthly Deduction. If the
Surrender Value is insufficient to cover a Monthly Deduction, the Grace Period
provision will apply except as provided under the No Lapse Coverage provision.

SURRENDER VALUE
By Written Request You may, at any time while the Certificate is in force,
surrender the coverage in effect in exchange for payment of its full Surrender
Value. Partial Surrenders will also be allowed. We reserve the right to defer
payments as provided under the Right to Defer Payment provision.

The full Surrender Value under this Certificate will equal the Total Account
Value on the date of surrender less the Loan Account Value plus any accrued
interest.

PARTIAL SURRENDERS
Partial Surrenders may be made beginning in the 2nd Certificate Year. The
minimum amount of any Partial Surrender is $500. We may also charge an
administrative fee of $25.

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

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

If the Death Benefit option in effect is determined as a percentage of the
Total Account Value, the Partial Surrender may not reduce the Specified
Amount.

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PAID-UP NONFORFEITURE OPTION
By Written Request You may elect, at any time, to continue the coverage in
effect as paid-up life insurance.

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

The paid-up insurance may be surrendered at any time for its Surrender Value,
less any outstanding loan balance. The Surrender Value will be equal to the
Net Single Premium for the paid-up insurance on the date of surrender.

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

As of the Issue date:

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

o Loans as described in this Certificate will be allowed; and

o all extra benefit riders will terminate.

PART VIII - LOANS
GENERAL
We will grant loans. The amount of all loans will not be more than the Loan
Value. The Loan Value is 90% of the sum of the Separate Account Value and the
Fixed Account Value.

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

The Loan Account Value plus accrued interest will reduce any Proceeds. If the
Loan Account Value exceeds the sum of the Separate Account Value and the Fixed
Account Value, the Grace Period provision will apply.

Loans and loan repayments will be effected as of the end of the Valuation
Period in which We receive the Written Request for the loan or the repayment,
respectively.

HARDSHIP/EDUCATION LOANS
Beginning in the 11th Certificate Year and on each Certificate Anniversary
thereafter, that portion of the Loan Value attributable to the Separate
Account Value may be available for a hardship and/or education loan. The
interest rate charged on a hardship and/or education loan will equal the
interest rate credited to the portion of the Loan Account Value equal to the
hardship and/or education loan.

LOAN INTEREST RATE CHARGED
Interest, at an annual effective rate, will be charged on the Loan Account
Value. The Loan Interest Rate is 8% per year on the Loan Account Value that is
not treated as a hardship and/or education loan The Loan Interest Rate charged
on a hardship and/or education loan is 4%. Interest is due and payable on the
next Certificate Anniversary, the date a Certificate ends or upon full
repayment of the Loan Account Value.

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Any interest not paid when due will be added to the Loan Account Value on the
Certificate Anniversary and will itself bear interest on the same terms.

REPAYMENT
A loan may be repaid in full or in part at any time prior to the Maturity Date
as long as the coverage is in force and the Insured is alive. The amount
necessary to repay all loans in full is the Loan Account Value plus any
accrued interest. Any payment We receive will be deemed to be a premium
payment unless You specifically designate it as a loan repayment.

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

PART IX - CHANGES IN INSURANCE COVERAGE

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

Although We are under no obligation to identify transactions that may cause
this Certificate to become a Modified Endowment Contract, if We do so, We
reserve the right, but are not obligated to, refrain from implementing the
transaction pending advice from You.

INCREASE IN SPECIFIED AMOUNT
You may increase the Specified Amount at any time.

The Insured will be required to satisfy the Insurability Requirement.

The Issue Date for any increase will be shown in the Supplemental Certificate
Specifications.

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

o the most recent Monthly Deduction from the Total Account Value; and

o the Specified Amount of the increase multiplied by the applicable Cost of
Insurance Rate divided by 1000.

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

The Basic Monthly Premium after the increase will be based on the new
Specified Amount.

DECREASE IN SPECIFIED AMOUNT
You may decrease the Specified Amount at any time after the 5th Certificate
Year. We will not allow a decrease in the Specified Amount if the Specified
Amount would be reduced below the Minimum Specified Amount.

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

The decrease, including any decrease in connection with a Partial Surrender or
a change in Death Benefit Option, will reduce any past increases in the
reverse order in which they occurred.

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The Basic Monthly Premium will after a decrease, including any decrease in
connection with a Partial Surrender, will be based on the new Specified
Amount.

CHANGE IN DEATH BENEFIT OPTION
Any change in the Death Benefit option is subject to the following conditions:

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

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

o Evidence of insurability may be required.

CHANGE FROM OPTION 1 TO 2
Changes from Option 1 to 2 will be allowed at any time. The Specified Amount
will be reduced to equal the Specified Amount less the Total Account Value at
the time of the change.

The Basic Monthly Premiums following the change will be based on the new
Specified Amount.

CHANGE FROM OPTION 2 TO 1
Changes from Option 2 to 1 will be allowed at any time. The new Specified
Amount will equal the Specified Amount plus the Total Account Value as of the
date of the change.

The Basic Monthly Premiums following the change will be based on the new
Specified Amount.

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

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

We will notify You of any change.

SEPARATE ACCOUNT
Variable Life Account B is a Separate Account established by Us in accordance
with the laws of the State of Connecticut and the State of New York. Income,
realized and unrealized gains and losses from the assets of Variable Life
Account B will be credited to or charged against Variable Life Account B
without regard to Our other income, gains, or losses. Variable Life Account
B's liabilities arise from the variable life insurance policies that it
supports. The assets of Variable Life Account B are available to cover the
liabilities of the General Account only to the extent that Variable Life
Account B's assets exceed its liabilities.

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

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PART X - SETTLEMENT OPTIONS

CONDITIONS

All or part of the Proceeds of this Certificate may be applied under one or
more of the options described below. An election shall be made by Written
Request filed with the Home Office. The Payee of Proceeds may make this
election if no prior election has been made. Our consent to the election of an
option is required if:

o the Payee is not a natural person receiving payments in his or her own
right; or

o the Payee is an assignee of this Certificate.

When any option is chosen, the Payee must designate whether the annuity will be:
(a) a fixed annuity

(b) a variable annuity, or

If a fixed annuity is chosen, the annuity purchase rate for the option chosen
will reflect at least the minimum guaranteed interest rate of 3.0%.

Where a variable annuity is chosen, the Payee must elect an assumed annual net
return rate of 3.5% or 5.0%. If not elected, We will use an assumed annual net
return rate of 3.5%. The assumed annual net return rate is the interest rate
used to determine the amount of the first annuity payment under a variable
annuity.

If a variable annuity is chosen, the Payee must allocate the amount among the
allowable Funds. We reserve the right to allow no more than four funds to be
selected at any one time.

FUND ANNUITY UNITS:
The number of Fund(s) annuity units is based on the amount of the first
variable annuity payment which is equal to:

(a) the portion of the proceeds (minus any premium tax) applied to pay a
variable annuity; divided by

(b) 1,000; multiplied by

Such amount, or portion, of the variable payment will be divided by the
appropriate Fund(s) annuity unit value on the tenth Valuation Date before the
due date of the first payment to determine the number of each Fund annuity
units. The number of each Fund annuity units remains fixed. Each future
payment is equal to the sum of the products of each Fund annuity unit value
multiplied by the appropriate number of units. The Fund annuity unit value on
the tenth Valuation Date prior to the due date of the payment is used.

FUND ANNUITY UNIT VALUE:
For any Valuation Date, a Fund(s) annuity unit value is equal to:

(a) the value for the previous Valuation Date; multiplied by

(b) the annuity net return factor(s) for the period; multiplied by

The daily net return rate factor for an assumed annual net return rate of 3.5%
per year is 0.9999058. The daily net return rate factor for an assumed annual
net return rate of 5.0% is 0.9998663.

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The dollar value of a Fund annuity unit values and annuity payments may go up
or down due to investment gain or loss. Payments shall not be changed due to
changes in the mortality or expense results or administrative charges.

FUND ANNUITY NET RETURN FACTOR: The Annuity net return factor(s) are used to
compute all Separate Account Annuity payments for any Fund.

The Annuity net return factor(s) for each Fund is equal to 1.0000000 plus the
net return rate. The net return rate is equal to:

(a) the value of the shares of the Fund held by the Separate Account at
the end of a Valuation Period, minus

(b) the value of the shares of the Fund held by the Separate Account at
the start of the Valuation Period, plus or minus

(d) the total value of the Fund(s) record units and Fund(s) annuity units
of the Separate Account at the start of the Valuation Period; minus

(e) a daily charge for annuity mortality and expense risks, which may
include profit, of 1.25%.

A Net Return Rate may be more or less than 0%. The value of a share of the
Fund is equal to the net assets of the Fund divided by the number of shares
outstanding.

FUND TRANSFERS DURING THE ANNUITY PERIOD:
At the request of the Payee, all or any portion of amount allocated to a Fund
may be transferred from any Fund to any other allowable Fund. During the
annuity period, the maximum number of allowable transfers in a calendar year
is four. We reserve the right to change the number of allowable transfers.

Transfer requests must be expressed as a percentage of the allocation among
the Funds of the amount upon which the variable annuity will be based. We may
establish a minimum transfer amount. Transfers will be processed as of the
Valuation Date next following when a transfer request is received in good
order at Our Home Office.

70263-96
18

<PAGE>

ANNUITY OPTIONS:
OPTION 1 -- PAYMENTS FOR A STATED PERIOD OF TIME -- An annuity will be paid
for 5 to 30 years. If payments for this option are made under a variable
annuity, the present value of all or a portion of any remaining guaranteed
payments may be withdrawn at any time. If a withdrawal is requested within 5
years after the start of payments, it will be treated as a surrender.

<TABLE>
OPTION 1
PAYMENTS FOR A STATED PERIOD OF TIME
AMOUNT OF MONTHLY PAYMENT FOR EACH $1,000
AFTER DEDUCTION OF ANY CHARGE FOR PREMIUM TAXES
Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.0%

<CAPTION>
---------------------------------------------------------------------
Monthly Monthly
YEARS Payment Years Payment
=====================================================================
<S> <C> <C> <C>
5 17.91 18 5.96
6 15.14 19 5.73
7 13.16 20 5.51
8 11.68 21 5.32
9 10.53 22 5.15
10 9.61 23 4.99
11 8.86 24 4.84
12 8.24 25 4.71
13 7.71 26 4.59
14 7.26 27 4.47
15 6.87 28 4.37
16 6.53 29 4.27
17 6.23 30 4.18
---------------------------------------------------------------------
</TABLE>

70263-96
19

<PAGE>

<TABLE>
OPTION 1
PAYMENTS FOR A STATED PERIOD OF TIME
AMOUNT OF FIRST MONTHLY PAYMENT FOR EACH $1,000
AFTER DEDUCTION OF ANY CHARGE FOR PREMIUM TAXES
Rates for a Variable Annuity with Assumed Net Return Rate of 3.5%

<CAPTION>
---------------------------------------------------------------------
Monthly Monthly
YEARS Payment Years Payment
=====================================================================
<S> <C> <C> <C>
5 18.12 18 6.20
6 15.35 19 5.97
7 13.38 20 5.75
8 11.90 21 5.56
9 10.75 22 5.39
10 9.83 23 5.24
11 9.09 24 5.09
12 8.46 25 4.96
13 7.94 26 4.84
14 7.49 27 4.73
15 7.10 28 4.63
16 6.76 29 4.53
17 6.47 30 4.45
---------------------------------------------------------------------
</TABLE>

<TABLE>
Rates for a Variable Annuity with Assumed Net Return Rate of 5.0%

<CAPTION>
---------------------------------------------------------------------
Monthly Monthly
YEARS Payment Years Payment
=====================================================================
<S> <C> <C> <C>
5 18.74 18 6.94
6 15.99 19 6.71
7 14.02 20 6.51
8 12.56 21 6.33
9 11.42 22 6.17
10 10.51 23 6.02
11 9.77 24 5.88
12 9.16 25 5.76
13 8.64 26 5.65
14 8.20 27 5.54
15 7.82 28 5.45
16 7.49 29 5.36
17 7.20 30 5.28
---------------------------------------------------------------------
</TABLE>

OPTION 2 -- LIFE INCOME BASED ON THE LIFE OF THE ANNUITANT-- Payments will be
made until the death of the Annuitant. When this option is chosen, a choice
from the following must be made:

(a) payments cease at the death of the Annuitant;

(b) payments may be guaranteed for 5-30 years; or

70263-96
20

<PAGE>

(c) cash refund: If the Annuitant dies, the Beneficiary will receive a
lump sum payment equal to the amount applied to the annuity option
(less any premium tax) allocated to the fixed annuity option less the
total amount of fixed annuity payments paid prior to such death. This
cash refund feature is only available if the total amount applied to
the annuity option is allocated to this feature.

<TABLE>
OPTION 2
LIFE INCOME
AMOUNT OF MONTHLY PAYMENT FOR EACH $1,000
AFTER DEDUCTION OF ANY CHARGE FOR PREMIUM TAXES
Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.0%
PAYMENTS GUARANTEED FOR A STATED PERIOD OF YEARS
<CAPTION>

--------------------------------------------------------------------------------------------------
Adjusted
Age of None 5 10 15 20 Cash
Annuitant Refund
==================================================================================================

<S> <C> <C> <C> <C> <C> <C>
50 $ 4.05 $ 4.05 $ 4.03 $ 3.99 $ 3.93 $ 3.89
51 4.12 4.11 4.09 4.05 3.99 3.94
52 4.19 4.19 4.16 4.11 4.04 4.00
53 4.27 4.26 4.23 4.18 4.10 4.06
54 4.35 4.34 4.31 4.25 4.16 4.12

55 4.44 4.42 4.39 4.32 4.22 4.19
56 4.53 4.51 4.47 4.40 4.29 4.26
57 4.62 4.61 4.56 4.48 4.35 4.33
58 4.72 4.71 4.65 4.56 4.42 4.41
59 4.83 4.81 4.75 4.64 4.49 4.49

60 4.95 4.93 4.86 4.73 4.55 4.57
61 5.07 5.05 4.97 4.83 4.62 4.66
62 5.20 5.17 5.08 4.92 4.69 4.76
63 5.34 5.31 5.20 5.02 4.76 4.85
64 5.49 5.45 5.33 5.12 4.83 4.96

65 5.65 5.61 5.47 5.22 4.89 5.06
66 5.82 5.77 5.61 5.33 4.96 5.18
67 6.01 5.94 5.75 5.44 5.02 5.30
68 6.20 6.13 5.91 5.54 5.08 5.42
69 6.41 6.33 6.07 5.65 5.14 5.56

70 6.64 6.54 6.23 5.76 5.19 5.70
71 6.88 6.76 6.41 5.86 5.24 5.84
72 7.14 7.00 6.59 5.97 5.28 6.00
73 7.43 7.26 6.77 6.06 5.32 6.16
74 7.73 7.53 6.96 6.16 5.35 6.33

75 8.06 7.82 7.14 6.25 5.38 6.51
--------------------------------------------------------------------------------------------------
</TABLE>

RATES ARE BASED ON MORTALITY FROM 1983 TABLE A. THE RATES DO NOT DIFFER BY SEX.
RATES FOR AGES NOT SHOWN WILL BE PROVIDED ON REQUEST AND WILL BE COMPUTED
ON A BASIS CONSISTENT WITH THE RATES IN THE ABOVE TABLES.

70263-96
21

<PAGE>

<TABLE>
OPTION 2
LIFE INCOME
AMOUNT OF FIRST MONTHLY PAYMENT FOR EACH $1,000
AFTER DEDUCTION OF ANY CHARGE FOR PREMIUM TAXES
Rates for a Variable Annuity with Assumed Net Return Rate of 3.5%
PAYMENTS GUARANTEED FOR A STATED PERIOD OF YEARS

<CAPTION>
-----------------------------------------------------------------------------------
Adjusted
Age of None 5 10 15 20
Annuitant
===================================================================================

<S> <C> <C> <C> <C> <C>
50 $ 4.34 $ 4.34 $ 4.31 $ 4.27 $ 4.22
51 4.41 4.40 4.38 4.33 4.27
52 4.48 4.47 4.45 4.40 4.32
53 4.56 4.55 4.52 4.46 4.38
54 4.64 4.63 4.59 4.53 4.44

55 4.72 4.71 4.67 4.60 4.50
56 4.81 4.80 4.75 4.67 4.56
57 4.91 4.89 4.84 4.75 4.62
58 5.01 4.99 4.93 4.83 4.69
59 5.12 5.10 5.03 4.92 4.75

60 5.23 5.21 5.13 5.00 4.82
61 5.36 5.33 5.24 5.09 4.88
62 5.49 5.45 5.35 5.19 4.95
63 5.63 5.59 5.47 5.28 5.02
64 5.78 5.73 5.60 5.38 5.08

65 5.94 5.89 5.73 5.48 5.15
66 6.11 6.05 5.87 5.58 5.21
67 6.29 6.22 6.02 5.69 5.27
68 6.49 6.41 6.17 5.79 5.33
69 6.70 6.60 6.33 5.90 5.38

70 6.92 6.81 6.49 6.00 5.43
71 7.17 7.04 6.66 6.10 5.48
72 7.43 7.27 6.84 6.20 5.52
73 7.71 7.53 7.02 6.30 5.55
74 8.02 7.80 7.20 6.39 5.59

75 8.35 8.08 7.38 6.48 5.62
-----------------------------------------------------------------------------------
</TABLE>

70263-96
22

<PAGE>

<TABLE>
OPTION 2
LIFE INCOME
AMOUNT OF FIRST MONTHLY PAYMENT FOR EACH $1,000
AFTER DEDUCTION OF ANY CHARGE FOR PREMIUM TAXES
Rates for a Variable Annuity with Assumed Net Return Rate of 5.0%
PAYMENTS GUARANTEED FOR A STATED PERIOD OF YEARS

<S> <C> <C> <C> <C> <C>
50 $ 5.26 $ 5.25 $ 5.22 $ 5.17 $ 5.11
51 5.33 5.32 5.28 5.23 5.15
52 5.40 5.38 5.34 5.29 5.20
53 5.47 5.45 5.41 5.35 5.26
54 5.54 5.53 5.48 5.41 5.31

55 5.63 5.61 5.56 5.47 5.36
56 5.71 5.69 5.63 5.54 5.42
57 5.80 5.78 5.72 5.61 5.47
58 5.90 5.88 5.81 5.69 5.53
59 6.01 5.98 5.90 5.77 5.59

60 6.12 6.09 6.00 5.85 5.65
61 6.24 6.21 6.10 5.93 5.71
62 6.37 6.33 6.21 6.02 5.77
63 6.51 6.46 6.33 6.11 5.83
64 6.66 6.60 6.45 6.20 5.89

65 6.82 6.75 6.57 6.30 5.95
66 6.99 6.91 6.71 6.39 6.01
67 7.17 7.08 6.85 6.49 6.06
68 7.36 7.27 6.99 6.59 6.12
69 7.57 7.46 7.15 6.69 6.17

70 7.80 7.67 7.30 6.78 6.21
71 8.05 7.89 7.47 6.88 6.25
72 8.31 8.13 7.64 6.97 6.29
73 8.59 8.38 7.81 7.06 6.33
74 8.90 8.64 7.99 7.15 6.36

75 9.23 8.93 8.16 7.23 6.38
-----------------------------------------------------------------------------------
</TABLE>

70263-96
23

<PAGE>

OPTION 3 -- LIFE INCOME BASED UPON THE LIVES OF TWO ANNUITANTS-- An annuity
will be paid during the lives of the Annuitant and a second Annuitant.
Payments will continue until both Annuitants have died.
When this option is chosen, a choice of the following must be made:

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

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

(d) 100% of the payment to continue after the first death with a
guarantee of 5-30 years:

(e) 100% of the payment to continue at the death of the second annuitant
and 50% of the payment to continue at the death of the Annuitant; or

(f) 100% of the payment to continue after the first death with a cash
refund feature. If the Annuitant and joint Annuitant die, the
Beneficiary will receive a lump sum payment equal to the amount
applied to the annuity option (less any premium tax) less the total
amount of fixed annuity payments paid prior to such death. This cash
refund feature is only available if the total amount applied to the
annuity option is allocated to this feature.

<TABLE>
OPTION 3
LIFE INCOME FOR TWO ANNUITANTS
AMOUNT OF MONTHLY PAYMENT FOR EACH $1,000
AFTER DEDUCTION OF ANY CHARGE FOR PREMIUM TAXES
Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.0%
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------
ADJUSTED AGES
-------------------------------- Option 3d
Annuitant Second Option 3a Option 3b Option 3c 10 Years Option Option 3f
Annuitant Guaranteed 3e
=============================================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C>
55 50 $ 3.69 $ 4.05 $ 4.27 $ 3.69 $ 4.03 $ 3.69
55 55 3.88 4.25 4.47 3.87 4.14 3.87
55 60 3.99 4.44 4.71 3.98 4.20 3.98

60 55 3.99 4.44 4.71 3.98 4.42 3.98
60 60 4.24 4.71 4.99 4.23 4.57 4.23
60 65 4.38 4.97 5.32 4.38 4.65 4.38

65 60 4.38 4.97 5.32 4.38 4.93 4.38
65 65 4.72 5.33 5.70 4.71 5.14 4.72
65 70 4.93 5.68 6.15 4.91 5.27 4.91

70 65 4.93 5.68 6.15 4.91 5.66 4.91
70 70 5.40 6.21 6.70 5.36 5.96 5.38
70 75 5.69 6.68 7.32 5.62 6.13 5.66

75 70 5.69 6.68 7.32 5.62 6.67 5.66
75 75 6.37 7.45 8.15 6.23 7.12 6.33
75 80 6.78 8.11 8.99 6.54 7.36 6.71
-----------------------------------------------------------------------------------------------------------------------------
</TABLE>

70263-96
24

<PAGE>

<TABLE>
OPTION 3
LIFE INCOME FOR TWO ANNUITANTS
AMOUNT OF FIRST MONTHLY PAYMENT FOR EACH $1,000
AFTER DEDUCTION OF ANY CHARGE FOR PREMIUM TAXES
Rates for a Variable Annuity with Assumed Net Return Rate of 3.5%

<CAPTION>
----------------------------------------------------------------------------------------------------------
ADJUSTED AGES
-------------------------------- Option 3d
Annuitant Second Option 3a Option 3b Option 3c 10 Years Option
Annuitant Guaranteed 3e
==========================================================================================================
<S> <C> <C> <C> <C> <C> <C>

55 50 $ 3.97 $ 4.35 $ 4.56 $ 3.97 $ 4.31
55 55 4.16 4.54 4.76 4.15 4.42
55 60 4.27 4.73 5.00 4.26 4.48

60 55 4.27 4.73 5.00 4.26 4.70
60 60 4.51 4.99 5.27 4.50 4.84
60 65 4.66 5.25 5.61 4.65 4.93

65 60 4.66 5.25 5.61 4.65 5.22
65 65 4.99 5.61 5.99 4.98 5.42
65 70 5.19 5.97 6.44 5.17 5.54

70 65 5.19 5.97 6.44 5.17 5.93
70 70 5.67 6.49 6.99 5.62 6.23
70 75 5.95 6.96 7.61 5.87 6.40

75 70 5.95 6.96 7.61 5.87 6.95
75 75 6.64 7.73 8.43 6.48 7.40
75 80 7.04 8.39 9.29 6.79 7.64
----------------------------------------------------------------------------------------------------------
</TABLE>

70263-96
25

<PAGE>

55 50 $ 4.88 $ 5.26 $ 5.48 $ 4.88 $ 5.23
55 55 5.04 5.44 5.66 5.04 5.32
55 60 5.15 5.63 5.91 5.14 5.38

60 55 5.15 5.63 5.91 5.14 5.59
60 60 5.37 5.87 6.16 5.37 5.72
60 65 5.52 6.14 6.51 5.51 5.80

65 60 5.52 6.14 6.51 5.51 6.10
65 65 5.83 6.49 6.87 5.82 6.29
65 70 6.04 6.84 7.34 6.00 6.41

70 65 6.04 6.84 7.34 6.00 6.81
70 70 6.49 7.35 7.87 6.44 7.08
70 75 6.77 7.84 8.51 6.68 7.25

75 70 6.77 7.84 8.51 6.68 7.81
75 75 7.45 8.60 9.33 7.27 8.25
75 80 7.86 9.28 10.20 7.57 8.49
----------------------------------------------------------------------------------------------------------
</TABLE>

OPTION 4 - PAYMENT OF INTEREST ON PROCEEDS LEFT WITH US. Proceeds held under
this option may be left with Us after the Death of the Payee only with Our
consent. By Written Request, the Payee may later elect to:

o receive all or a portion of the amount held under this option; or

o apply all or a portion of this amount to Options 1,2 or 3 as described
above.

Other Options -- We may make other options available as allowed by the laws of
the state in which this Certificate is delivered.

OTHER TERMS OF ANNUITY OPTIONS:

(a) Generally, the first annuity payment must be made as required by
federal law.

(b) Payments will be made on a monthly basis unless the Payee requests
otherwise.

(c) No choice of any annuity option may be made if the first payment would
be less than $50 or if the total payments in a year would be less than
$250 (unless otherwise required by state law).

70263-96
26

<PAGE>

(d) For purposes of calculating the guaranteed first payment of a variable
annuity or the payments for a fixed annuity, the Annuitant's and
second Annuitant's adjusted age will be used. The Annuitant's and
second Annuitant's adjusted age is his or her age as of the birthday
closest to the annuity commencement date reduced by one year for
annuity commencement dates occurring during the period of time from
July 1, 1992 through December 31, 1999.
The Annuitant's and second Annuitant's age will be reduced by two
years for annuity commencement dates occurring during the period
of time from January 1, 2000 through December 31, 2009. The
Annuitant's and second Annuitant's age will be reduced by one
additional year for annuity commencement dates occurring in each
succeeding decade.

(e) If a fixed annuity under Option 1, 2 or 3 is elected, We will use the
applicable current settlement option rate if it will provide higher
fixed annuity payments.

(f) When annuity payments start, the age of the Annuitant plus the number
of years for which payments are guaranteed must not exceed 95.

DEATH BENEFIT:
Upon the death of the Annuitant(s), any remaining guaranteed payments will
continue to the beneficiary unless the beneficiary elects to receive the
present value of any remaining guaranteed payments in a lump sum. Such
payments will be paid at least as rapidly as under the method of distribution
then in effect. If the beneficiary dies while receiving payments, the present
value of any remaining guaranteed payments will be paid in one sum to the
beneficiary's estate.

The interest rate used to determine the first annuity payment will be used to
calculate the present value. The present value will be determined as of the
Valuation Period in which proof of death acceptable to Us and a request for
payment is received at Our Home Office.

70263-96
27

<PAGE>

FLEXIBLE PREMIUM GROUP VARIABLE UNIVERSAL LIFE INSURANCE CERTIFICATE

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

THE AMOUNT OR DURATION OF THE DEATH BENEFIT MAY BE FIXED OR VARIABLE AND
MAY INCREASE OR DECREASE. THE DEATH BENEFIT IS PAYABLE AS DESCRIBED IN THE
DEATH BENEFIT OPTIONS AND PROCEEDS SECTIONS OF THIS CERTIFICATE.

70263-96
28

<PAGE>

EXHIBIT 10(i)

Application for an INDIVIDUAL
LIFE POLICY
for the state of
(NEW YORK)

[Aetna Logo]

Aetna Life Insurance and Annuity Company

<PAGE>

When completing the application PLEASE:

PRINT LEGIBLY. (If possible, use black
ink.) This will ensure that policy
information is accurate and easy to
photocopy.

If blood or urine is required, PLEASE SIGN
THE CONSENT FORM. (State of residence
determines appropriate consent form to be
used.

INCLUDE ANY SPECIAL SUPPLEMENTS that may
be required, (e.g. aviation and/or
avocation, child rider, Variable Life
supplement.

Ensure that automatic requirements (blood,
exam, etc.) are completed.

COMPLETE ENCLOSED TRANSMITTAL LETTER for
applications of $1,000,000 to $5,000,000,
or if there is special information that
would assist the underwriter in
underwriting the case. CASES OVER
$5,000,000 PLEASE SUBMIT SUPPORTING
DOCUMENTATIONS SUCH AS AUDITED FINANCIAL
STATEMENTS, INCOME TAX RETURNS, ETC.

Ask all questions of the proposed insured.
DO NOT ASSUME ANYTHING.

If you must change application information
prior to submission, draw a line through
it, enter the correct information and HAVE
THE PROPOSED INSURED INITIAL THE CHANGE.

SIGNATURES REQUIRED ON: application, ACP
form if requested, MIB authorization,
Policyowner/Taxpayer form and TIA. Agent
must also sign the application and
transmittal letter.

AGENT SIGNATURE MUST INCLUDE THE AGENT
LICENSE NUMBER AND NOT THE AGENT CODE
NUMBER.

<PAGE>

[Aetna Logo] LIFE INSURANCE APPLICATION
Aetna Life Insurance and Annuity Co.
151 Farmington Avenue
Hartford, CT 06156-1961
-----------------------------------------------------------------------------
GENERAL ANSWER ALL QUESTIONS IF:
INFORMATION [X] New Insurance [ ] Increase Amount $___________
[ ] Policy No. __________
ANSWER QUESTIONS 1, 8 (if applicable), 4, 20, 21 & Policyowner/
Taxpayer Id. Number
[ ] Term Conversion/Guaranteed Option $___________
Continue $___________ as term
Other Policy Change _____________ ANSWER APPLICABLE QUESTIONS
[ ] Policy Number to be changed/converted
-----------------------------------------------------------------------------
ST OF DEL [ ] STATE OF DELIVERY NY
-----------------------------------------------------------------------------
(PROPOSED) 1. Print Full Legal Name (First, Middle, Last)
INSURED JOHN J. DOE
-----------------------------------------------------------------------------
INFORMATION Residence Address (Number, Street) P. O. Box
12 MAIN STREET
-----------------------------------------------------------------------------
City, State and Zip Code
ALBANY, NY 12257
-----------------------------------------------------------------------------
Sex Date of Birth (mm/dd/yy) Place of Birth
MALE 01/01/62 AVON, CT

MVR License # and License State
0812345 NY
-----------------------------------------------------------------------------
2a. Occupation (Title & Give Exact Duties)
TEACHER
-----------------------------------------------------------------------------
2b. Employer's Name and Address 2c. Annual Income
CITY OF NEW YORK $75,000
-----------------------------------------------------------------------------
2d. Amount of life insurance presently in force:
Aetna $0.00 ADB $0.00 Other Companies $0.00
ADB $0.00
Are there current negotiations with other companies?[ ]Yes[ ]No
If Yes, advise Company and results.
-----------------------------------------------------------------------------
3. Will life insurance or annuity in any Company be replaced or
changed if insurance applied for is issued? [ ]Yes [ ]No
Explain
-----------------------------------------------------------------------------
POLICY 4. Basic Plan GROUP VARIABLE UL Face Amount $50,000
INFORMATION Death Benefit Option (if applicable) OPTION 1
Dividend Option [ ] Pay in Cash [ ]
Reduce premium (not for salary deduction) [ ] Other [ ]
Specify _______________________
Direct Billing Frequency [ ] Annual [ ] Semi-Annual
[ ] Quarterly [ ] Monthly (ACP/
List Bill) Plan
List Supplemental Benefits/Riders & Amounts (e.g. WP, ADB, EPOR,
ROPR)
___________________ ___________________ ___________________
___________________ ___________________ ___________________
___________________ ___________________ ___________________

<PAGE>

70059-96 * For CIR - Submit application supplement(1)
-----------------------------------------------------------------------------
(PROPOSED) NON MEDICAL - QUESTIONS 5-19 SHOULD NOT BE COMPLETED FOR TERM
INSURED CONVERSIONS OR EXERCISE OF GUARANTEED INSURABILITY OPTION
INFORMATION 5. HAVE YOU WITHIN 2 YEARS: (IF YES, EXPLAIN)
a. Flown as a pilot or crew member
or intend to do so? (If Yes,
furnish Aviation supplement) . . . . . [ ]Yes [X]No
b. Engaged in motor vehicle or
boat racing, rock or mountain
climbing, hang gliding or sky,
skin or scuba diving or intend
such activities? (If Yes, furnish
Avocation supplement) . . . . . . . . . [ ]Yes [X]No
c. Had your license suspended or
revoked, had 3 or more moving
violations, or been charged
with driving under the influence
of alcohol or drugs?. . . . . . . . . . [ ]Yes [X]No
d. Frequently traveled outside of
the United States or intend to do so? . [ ]Yes [X]No
6. HAVE YOU EVER:
a. Had insurance refused, or offered
only with an extra premium? . . . . . . [ ]Yes [X]No
b. Been arrested and convicted
for a felony offense? . . . . . . . . . [ ]Yes [X]No
7. HAVE YOU IN THE LAST 5 YEARS:
(IF YES, EXPLAIN)
a. Used hallucinogenic or narcotic drugs
not prescribed by a doctor? . . . . . . [ ]Yes [X]No
b. Used alcoholic beverages?
(Note type, quantity and frequency) . . [ ]Yes [X]No
c. Had or been advised to have medical
treatment or counseling from a
commonly recognized practitioner or
organization for alcohol or drug use? . [ ]Yes [X]No
SMOKING 8. a. Have you smoked cigarettes within
the past 12 months? . . . . . . . . . . [ ]Yes [X]No
If Yes, how much? . . . . . . . . . . . ______________
b. If No, have you used any other
tobacco products within the past
12 months (e.g. cigar, pipe,
smokeless tobacco)? . . . . . . . . . . [ ]Yes [X]No
If Yes, have you smoked cigarettes
within the past 10 years? . . . . . . . [ ]Yes [X]No
c. Have you used any nicotine
substitutes within the past 12 months
(e.g. patch, gum)?. . . . . . . . . . . [ ]Yes [X]No
HEIGHT & 9. a. What is your current height?. . . . . . 6'0"
WEIGHT b. What is your current weight?. . . . . . 200lbs
c. If under age 2, birth weight? . . . . . ______________
HISTORY 10. Have you had a history of heart, lung or
liver disorder, stroke, diabetes or
cancer?. . . . . . . . . . . . . . . . . . [ ]Yes [X]No
-----------------------------------------------------------------------------
ATTENDING 11. Name, address and phone number of personal physician, date,
PHYSICIAN reason last seen and results.
INFORMATION DR. JONES
10 SUMMER STREET, ALBANY, NY 12257 (666) 275-0121
ROUTINE PHYSICAL ON 9/30/96.
-----------------------------------------------------------------------------
ADDITIONAL INFORMATION (GIVE DETAILS OF YES ANSWERS, DATES
AND RESULTS) FOR ADDITIONAL SPACE PLEASE USE ADDENDUM SHEET.
QUES. # ____________________________________________________________
____________________________________________________________
____________________________________________________________
____________________________________________________________
IF AN EXAM IS REQUIRED AND QUESTION 10 IS ANSWERED "YES" AN MD EXAM IS REQUIRED

<PAGE>

70059-96

<PAGE>

(PROPOSED) PART II - QUESTIONS 12-19 REQUIRED EVEN FOR EXAMINED BUSINESS
INSURED 12. HAVE YOU EVER IN THE LAST 10 YEARS HAD OR BEEN TREATED
INFORMATION FOR: (IF YES, EXPLAIN)
a. Mental or nervous disorder? . . . . . . . [ ]Yes [X]No
b. Disease of the nervous system or brain? . [ ]Yes [X]No
c. Fainting, seizures, paralysis or stroke?. [ ]Yes [X]No
d. Shortness of breath, persistent cough?. . [ ]Yes [X]No
e. Emphysema or other lung disease?. . . . . [ ]Yes [X]No
f. Chest pain, high blood pressure, heart
attack, heart murmur, disease of the
heart or blood vessels? . . . . . . . . . [ ]Yes [X]No
g. Hepatitis, cirrhosis, or other disease
of the liver or pancreas? . . . . . . . . [ ]Yes [X]No
h. Ulcer, colitis, chronic diarrhea, or
other disorder of the stomach or
intestines? . . . . . . . . . . . . . . . [ ]Yes [X]No
i. Sugar, albumin, blood or pus in urine?. . [ ]Yes [X]No
j. Disease of the kidneys, reproductive
organs or sexually transmitted disease
(other than AIDS)?. . . . . . . . . . . . [ ]Yes [X]No
k. Diabetes, thyroid or glandular disease? . [ ]Yes [X]No
l. Arthritis, disease or injury of the
muscles, bones or joints? . . . . . . . . [ ]Yes [X]No
m. Cancer, tumor, cyst, disease of skin or
lymph glands? . . . . . . . . . . . . . . [ ]Yes [X]No
13. HAVE YOU IN THE LAST 10 YEARS
(IF YES, EXPLAIN):
a. Been diagnosed or treated for immune
deficiency (other than AIDS), anemia
or other blood disorder by a member
of the medical profession?. . . . . . . . [ ]Yes [X]No
b. Had recurrent fever, fatigue or
unexplained weight loss?. . . . . . . . . [ ]Yes [X]No
14. Have you in the last 10 years been
diagnosed or treated for AIDS/ARC or
had a positive HIV (AIDS virus)
antibody test?. . . . . . . . . . . . . . . [ ]Yes [X]No
15. OTHER THAN ABOVE, HAVE YOU WITHIN THE PAST
5 YEARS? (IF YES, EXPLAIN)
a. Had a checkup, consultation, illness,
injury, surgery or diagnostic test. . . . [ ]Yes [X]No
b. Been advised to have any diagnostic
test, hospitalization or surgery which
was not completed?. . . . . . . . . . . . [ ]Yes [X]No
16. a. Are you now under observation or
treatment?. . . . . . . . . . . . . . . . [ ]Yes [X]No
b. Do you need assistance, supervision or
use of medical appliances of any kind?. . [ ]Yes [X]No
17. Have you within 90 days had or been
advised to have surgery or to be admitted
to a medical facility or within 2 years
been treated or diagnosed by a physician
for heart disease, stroke, immune disorder
(other than AIDS) or cancer?. . . . . . . . [ ]Yes [X]No
FAMILY 18. a. Do you have a family history of
HISTORY diabetes, heart disease or hereditary
disease? (If Yes, explain). . . . . . . . [ ]Yes [X]No

b. Father, age: 68 health status: HEALTHY
if deceased, cause: _____________________
c. Mother, age: 65 health status: HEALTHY
if deceased, cause: _____________________
EXPLANATIONS 19. EXPLANATIONS: Include, nature and severity of condition,
frequency of attacks, treatments received, medication,
dates, name, address & phone number of medical attendants
and hospitals.
FOR ADDITIONAL SPACE PLEASE USE ADDENDUM SHEET.
-----------------------------------------------------------------------------
QUESTION #
-----------------------------------------------------------------------------
15A ROUTINE PHYSICAL
____________________________________________________________
____________________________________________________________
____________________________________________________________
-----------------------------------------------------------------------------

70059-96

<PAGE>

BENEFICIARY/OWNER INFORMATION

BENEFICIARY 20 A. PRIMARY (provide full name and relationship)
INFORMATION MARY J. DOE, WIFE
SOC. SEC. # ###-##-####
-----------------------------------------------------------------------------
B. SECONDARY (If any, provide full name and relationship)
-----------------------------------------------------------------------------
Unless otherwise requested, if more than one beneficiary is
named, payment will be made in equal shares. If no
beneficiary survives the insured, payment will be made to
the executors or administrators of the insured.
C. OTHER [ ] (e.g. Mode Settlement, Trustee under the Will,
Individual Creditor. If Creditor - who will receive any
balance.
SOC. SEC. #
-----------------------------------------------------------------------------
D. FINAL (CHECK ONE) [X]Estate of the Insured
[ ]Executors or Administrators of the
Survivor of the Beneficiary(ies)
-----------------------------------------------------------------------------
OWNER POLICYOWNER: THE (PROPOSED) INSURED IS POLICYOWNER UNLESS
UNDER AGE 15 OR OTHERWISE REQUESTED.
21 A. PRIMARY (Provide full name, address, relationship and
Date of Birth, mm/dd/yy)

B. SECONDARY (If any, provide full name, address,
relationship and Date of Birth, mm/dd/yy)

C. OTHER [ ]
D. FINAL:(CHECK ONE) [ ]Insured
[ ]Insured at legal age in policy
delivery state
[X]Executors or Administrators of
the Survivor of the Owner(s)

70059-96

<PAGE>

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

22. ANY PAYMENT IS SUBJECT TO THE TERMS AND CONDITIONS OF THE TEMPORARY
INSURANCE AGREEMENT. IF PAYMENT IS MADE, THE TEMPORARY INSURANCE
AGREEMENT MUST BE PROVIDED AND EXPLAINED.

23. IF AUTOMATIC PAYMENT FROM CHECKING ACCOUNT IS SELECTED:
I (we) authorize Aetna Life Insurance and Annuity Company (ALIAC) to
debit my (our) checking account electronically, by paper means or by any
other commercially accepted method, to cover premiums and other payments
for my policy(ies). I (we) also authorize my financial institution named
on the voided check attached to charge my account for such payments. If
my/our account number or financial institution change, I (we) authorize
ALIAC to accept verbal instructions from me regarding such changes, and
to change this authorization accordingly. This authorization is to remain
in full force and effect until ALIAC has received written notification
from me (or either of us) of its termination within a reasonable time to
take action.

[ ] ATTACH "VOID" CHECK Date of draw (8th, 20th or 28th) ____________

SIGNATURE OF PAYOR __________________________________________________________

24. Any person who, knowingly presents a false or fraudulent claim for
payment of a loss or benefit or knowingly presents false information in
an application for insurance is guilty of a crime and may be subject to
fines and confinement in prison.

The answers above are true and complete to the best of knowledge and
belief.

I agree that no producer may alter the terms of the application, the
Temporary Insurance Agreement or the policy, nor can the producer waive
any of Aetna's rights or requirements.

I agree that coverage can take effect only if the proposed insured is
alive, and all answers in this application material to the risk are still
true and complete when the policy is delivered and the entire first
premium is paid.

I agree to advise the Company or producer in writing of any known or
suspected changes in the health of the proposed insured, or of any
changes to any answers on this application, prior to delivery of this
policy.

-----------------------------------------------------------------------------
SIGNATURE OF (PROPOSED) INSURED (Required if age 10 or over) Date

JOHN J. DOE 09/01/97
-----------------------------------------------------------------------------
(SIGNATURE OF PARENT IF JUVENILE UNDER AGE 10) Date

-----------------------------------------------------------------------------
SIGNATURE OF APPLICANT/POLICYOWNER, IF OTHER THAN PROPOSED INSURED Date

-----------------------------------------------------------------------------
SIGNATURE OF ASSIGNEE, if applicable Date

-----------------------------------------------------------------------------
City State Zip

ALBANY NY 12257
-----------------------------------------------------------------------------
Signature of Agent I M AGENT Agent License #Date 09-01-97

70059-96

EXHIBIT 10(ii)

[Aetna Graphic] [Aetna Express Graphic]
LIFE INSURANCE PRE-APP

Aetna Life Insurance and Annuity Co.
151 Farmington Avenue
Hartford, CT 06156-1961
-----------------------------------------------------------------------------
File No. State of Delivery TIA Form if required
[ ]Yes [ ]No
-----------------------------------------------------------------------------
Cash with App Amount
[ ]Yes [ ]No $
-----------------------------------------------------------------------------
1. PROPOSED INSURED
Print Full Legal Name (First, Middle, Last) Sex: Date of Birth: SSN:
[ ]M [ ]F

Residence Address, City, State and Zip Code Place of Birth:
-----------------------------------------------------------------------------
2. OCCUPATION INFORMATION
Employer Name: Occupation: Annual Income:
$
-----------------------------------------------------------------------------
3. REPLACEMENT INFORMATION
Will life insurance or annuity in any Company be replaced or changed if
insurance applied for is issued: [ ]Yes [ ]No
If Yes, [ ]Internal [ ]External [ ]Internal 1035 [ ]External 1035
-----------------------------------------------------------------------------
4. PLAN INFORMATION
Basic Plan________________________ Face Amount $_____________________
Death Benefit Option (if applicable)_____________________
Modal Premium $_______________ Planned Premium $______________
List Supplemental Benefits/Riders & Amounts (e.g. WP, ADB, EPOR, ROPR, for
CIR submit app supplement)
______________________ _______________________ ______________________
______________________ _______________________ ______________________
______________________ _______________________ ______________________
-----------------------------------------------------------------------------
5. BILLING INFORMATION
[ ]Direct Bill [ ]ACP (Bank Draft) [ ]Annual [ ]Semi-Annual
[ ]Aetna Salary Budget [ ]List Bill [ ]Quarterly [ ]Monthly (ACP/
List Bill)
Plan
-----------------------------------------------------------------------------
6. BENEFICIARY INFORMATION
Primary - Name: SSN: Relationship: Share/Proceed Amount

Secondary (if any): SSN: Relationship: Share/Proceed Amount

Final Designation:
[ ]Estate of the Insured
[ ]Executors or Administrators of the Survivor of the Beneficiary (ies).
-----------------------------------------------------------------------------
7. OWNER INFORMATION (IF OTHER THAN THE PROPOSED INSURED)
Primary - Name/DOB: SSN: Relationship: Share/Proceed Amount

Secondary (if any): SSN: Relationship: Share/Proceed Amount
Final Designation:
[ ]Insured [ ]Insured at legal age in delivery state
[ ]Executors or Administrators of the Survivor of the Owner(s).
-----------------------------------------------------------------------------
8. PAYOR INFORMATION
[ ]Same as Owner (Provide address information) [ ]Other (if other complete)
Name: Relationship SSN/TIN:

Residence Address, City, State and Zip Code

-----------------------------------------------------------------------------
9. TOBACCO & HEALTH INFORMATION
In the past twelve (12) months have you used tobacco in any form?
[ ]Y [ ]N
Have you in the last ten (10) years had or been treated for diabetes, cancer,
heart disease, alcoholism, drug abuse or high blood pressure?
[ ]Y [ ]N
-----------------------------------------------------------------------------
70258-96 Page 1 of 2

<PAGE>

10. CONTACT INFORMATION
Contact me at: Home Phone: Business Phone:
[ ]Home [ ]Work [ ]Both ( ) ( )
Best Time to Call: From/AM-PM To/AM-PM From/AM-PM To/AM-PM

-----------------------------------------------------------------------------
11. AGENT INFORMATION
Is the proposed insurance for business purposes? [ ]Y [ ]N
If Yes, are other principals commensurately insured? [ ]Y [ ]N
Is application in Lieu of Group? [ ]Y [ ]N
If Proposed insured is under age 15, are parents/guardians
and all siblings insured? [ ]Y [ ]N
If Yes, please provide amounts: $___________________________________________
Besides yourself will any other third party be compensated to influence the
applicant's decision to purchase this policy? [ ]Yes [ ]No.
If yes, provide the name of that third party ________________________________

Agency Code Agent Life Code Agent Name (print) Agent Split Information
_____________ _________________ __________________ _______________________
_____________ _________________ __________________ _______________________
_____________ _________________ __________________ _______________________
Agent Address: Phone Number: ( )
-----------------------------------------------------------------------------
ANY PERSON WHO KNOWINGLY PRESENTS A FALSE OR FRAUDULENT CLAIM FOR PAYMENT OF
A LOSS OR BENEFIT OR KNOWINGLY PRESENTS FALSE INFORMATION IN AN APPLICATION
FOR INSURANCE IS GUILTY OF A CRIME AND MAY BE SUBJECT TO FINES AND
CONFINEMENT IN PRISON.
The answers above are true and complete to the best of my knowledge and
belief. I agree that coverage can take effect only if the proposed insured is
alive, all answers in the Life Application material to the risk are still
true and complete when the policy is delivered and the entire first premium
is paid. I agree to advise the Company or producer in writing of any known or
suspected changes in the health of the proposed insured or of any changes to
any answers on this Pre-App or the Life Application prior to delivery of the
policy.
-----------------------------------------------------------------------------
SIGNATURE OF (PROPOSED) INSURED DATE

-----------------------------------------------------------------------------
SIGNATURE OF APPLICANT/POLICYOWNER, IF OTHER THAN PROPOSED INSURED DATE

-----------------------------------------------------------------------------
SIGNATURE OF AGENT AGENT LICENSE# DATE

-----------------------------------------------------------------------------
SIGNED AT (CITY, STATE)

-----------------------------------------------------------------------------
AUTHORIZATION TO OBTAIN AND DISCLOSE INFORMATION
On behalf of myself or any minor children proposed for insurance in this
application, I hereby authorize: any licensed physician, medical
practitioner, hospital, clinic or medically related facility, insurance
company, consumer reporting agency, and MIB, Inc. to release to Aetna Life
Insurance and Annuity Company for purposes of determining eligibility for
life insurance coverage or claim for benefits: Any information or records
concerning the mental and physical history, condition and treatment, general
character, habits, reputation, mode of living, occupation, income, financial
status, aviation activities, and hazardous hobbies of any proposed insured. I
understand that the information released under this authorization will be
used for purposes of determining eligibility for life coverage or claims for
benefits and I authorize Aetna to redisclose the information for those
purposes to MIB, Inc, to any reinsurer and to other life insurance companies
with whom I have or may apply for coverage or to whom a claim for benefits
may be submitted. This authorization is valid until 2 years after the
effective date of any policy issued in connection with this authorization, or
for use in an investigation of a claim for benefits that is submitted on this
policy within this two year period. A photocopy of this authorization is as
valid as the original.

I have received Aetna's Underwriting Notice, which includes the MIB, Inc.,
and Fair Credit Reporting Act Notices. I understand that information
pertaining to me will not be disclosed without my authorization except as
described under "Disclosure of Information to Others" in the accompanying
Underwriting Notice, or as otherwise permitted or required by law.

-----------------------------------------------------------------------------
SIGNATURE OF (PROPOSED) INSURED Date

70258-96 Page 2 of 2

<PAGE>

[GRAPHIC OMITTED]

AETNA LIFE INSURANCE AND ANNUITY COMPANY
HARTFORD, CONNECTICUT 06156
SUPPLEMENT TO APPLICATION FOR
FLEXIBLE PREMIUM GROUP VARIABLE UNIVERSAL LIFE INSURANCE

1. Proposed Insured A: JOHN J. DOE
------------------------------------------------------
First Middle Last
Proposed Insured B:
------------------------------------------------------
First Middle Last

2. Initial Specified Amount: $ 50,000 3. Death Benefit:
[X]Option 1 (The policy value is
included in the Specified
Amount)
[ ]Option 2 (The policy value is
in addition to the Specified
Amount)

4. Premiums:
Billing Frequency: [ ] Direct Annual [ ] Direct Semi-Annual
[ ] Direct Quarterly
[X] Payroll Deduction
[ ] Automatic Check Plan (ACP)
[ ] Add to Existing ACP No: ______________
[ ] Other: _____________________________
[ ] Other: _____________________________

Premium to be billed:[X] Basic Modal Premium: $XXX.XX or
[ ] Planned Model Premium: $__________
Additional payment submitted with application: $___________
<TABLE>
<CAPTION>
5. Premium Payment Allocation (whole %)
<S> <C> <C> <C>
[ 100% General Fixed Account Janus Aspen Aggressive Growth Portfolio
-------- --------
Aetna Variable Fund Janus Aspen Worldwide Growth Portfolio
-------- --------
Aetna Income Shares Janus Aspen Balanced Portfolio
-------- --------
Aetna Variable Encore Fund Janus Aspen Short-Term Bond Portfolio
-------- --------
Aetna Investment Advisers Fund, Inc. Aetna Ascent Variable Portfolio
-------- --------
TCI Growth Aetna Crossroads Variable Portfolio
-------- --------
Scudder International Portfolio Aetna Legacy Variable Portfolio
-------- --------
Alger American Small Cap Portfolio Fidelity VIP Equity-Income Portfolio
-------- --------
Janus Aspen Growth Portfolio Fidelity VIP Contrafund Portfolio]
-------- --------
</TABLE>
6. Supplemental Benefits:
Disability Benefit Rider: Insured A: [ ]Yes Insured B: [ ] Yes
Split Option Amendment Rider: Insured A: ____% Split,
Insured B: ____% Split Total = 100%
Four Year Term Rider: [ ]Yes [ ]No
Accelerated Benefit Rider: [ ]Yes [ ]No
Accidental Death Benefit Rider: [ ] Yes [ ]No
Others: _______________________________________________
_______________________________________________
_______________________________________________

SUITABILITY

The rules of the National Association of Securities Dealers, Inc. require
that the Sales Representative have reasonable grounds to believe that the
sale is suitable for the OWNER, based on information provided by the OWNER as
shown on this form and on information known by the Sales Representative.

7. Owner Taxpayer Identification Number: [ ]Individual ###-##-####
[ ]Partnership [ ]Corporation [ ]Trustee
[ ]Other [ ][ ]-[ ][ ][ ][ ][ ][ ][ ]

8. Age(s) - Insured A: 35, Insured B:___
9. Citizenship(s) - Insured A: US Insured B: __________

70267-96

<PAGE>

10. Marital Status - Insured A: M, Insured B:____
11. Number of Dependents - Insured A: 0, Insured B:____
12. Occupation - Insured A: TEACHER, Insured B:_____________________________
13. Employer's Name(s) & Address(es): CITY OF NEW YORK
14. Investment Objectives (check all applicable objectives)
[ ] Retirement Income
[ ] Long-Term Growth
[ ] Conservation of Principal
15. Insurance Objectives (check all applicable objectives)
[ ] Estate Creation
[ ] Estate Conservation
16. Is the Certificate in accord with your insurance objectives and
anticipated financial need [ ]Yes [ ]No
17. Total Income of Immediate Family
[ ] $ 250,000+
[X] $ 100,000 - $ 249,999
[ ] $ 50,000 - $ 99,999
[ ] $ 35,000 - $ 49,999
[ ] $ 25,000 - $ 34,999
[ ] $ 20,000 - $ 24,999
[ ] $ 15,000 - $ 19,999
[ ] $ 10,000 - $ 14,999
[ ] Under $10,000

18: Estimated Net Worth of Immediate Family
[ ] $1,000,000+
[ ] $ 500,000 - $ 1,000,000
[X] $ 250,000 - $ 500,000
[ ] $ 100,000 - $ 250,000
[ ] Under $100,000

19. Is the Owner associated with an National Association of Securities Dealers,
Inc. firm? [ ]Yes [X]No

20. If Certificate is jointly, or business, owned, please provide the name(s)
and signature(s) of the person(s) authorized to exercise rights under
this Certificate:________________________________________________________

I UNDERSTAND THAT:
THE AMOUNT AND DURATION OF THE DEATH BENEFIT MAY VARY UNDER SPECIFIED
CONDITIONS.

POLICY VALUES NOT IN THE FIXED ACCOUNT MAY INCREASE OR DECREASE IN
ACCORDANCE WITH THE EXPERIENCE OF THE SEPARATE ACCOUNT.

THE AMOUNT OF THE MATURITY BENEFIT IS NOT GUARANTEED BUT IS DEPENDENT
UPON THE THEN SURRENDER VALUE.

ILLUSTRATIONS OF BENEFITS, INCLUDING DEATH BENEFITS, CERTIFICATE VALUES,
AND SURRENDER VALUES ARE AVAILABLE UPON REQUEST.

I hereby acknowledge receipt of Prospectus dated MAY, 1997 for all applicable
prospectus(es) pertaining to the Separate Account and all of the variable
options under the Certificate.

Signed at HARTFORD, CONNECTICUT on 07/15/97
------------------------------ --------------
(City, State) (Mo/Day/Yr)

by JOHN J. DOE
------------------------------
Signature of Owner
by
------------------------------
Signature of Owner

I. M. AGENT
------------------------------------------
Signature of Registered Representative

70267-96