VARIABLE LIFE ACCOUNT B OF AETNA LIFE INSURANCE & ANNUITY CO
485BPOS, 1996-04-29
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As filed with the Securities and Exchange         Registration No. 33-76018
Commission on April 29, 1996                      Registration No. 811-4536


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                  POST-EFFECTIVE AMENDMENT NO. 5 TO FORM S-6
              FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
                     OF SECURITIES OF UNIT INVESTMENT TRUSTS
                            REGISTERED ON FORM N-8B-2
- ------------------------------------------------------------------------------

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

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

                   Aetna Life Insurance and Annuity Company
                               (Name of Depositor)

           151 Farmington Avenue, RE4C, Hartford, Connecticut 06l56
        (Complete Address of Depositor's Principal Executive Offices)

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

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

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


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

[X] on May 1, 1996 pursuant to paragraph (b) of Rule 485

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

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

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

Pursuant to Rule 24f-2 under the Investment Company Act of 1940, Registrant has
registered an indefinite number of securities under the Securities Act of 1933.
Registrant filed a Rule 24f-2 Notice for the fiscal year ended December 31, 1995
on February 29, 1996.



<PAGE>


                             VARIABLE LIFE ACCOUNT B
                                       OF
                   AETNA LIFE INSURANCE AND ANNUITY COMPANY

                        Post-Effective Amendment No. 5 to
                       Registration Statement on Form S-6
                              Cross Reference Sheet



 Form N-8B-2
  Item No.                 Part I (Prospectus)
- -------------              -------------------
      1       Cover Page; The Separate Accounts; The Company

      2       Cover Page; The Separate Accounts; The Company

      3       Not Applicable

      4       Additional Information - Distribution of the Policies

      5       The Separate Accounts; The Company

      6       Not Applicable

      7       Not Applicable

      8       Financial Statements

      9       Additional Information - Legal Matters

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

     11       Allocation of Premiums; Policy Choices

     12       Cover Page; Allocation of Premiums; The Funds

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

     14       Policy Summary; Miscellaneous Policy Provisions

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

     16       Policy Summary; The Funds; Policy Values


<PAGE>


 Form N-8B-2
  Item No.            Part I (Prospectus)
- -------------         -------------------
     17       Policy Rights; Policy Values - Cash Surrender Value

     18       Policy Values; Policy Rights - Policy Loans

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

     20       Not Applicable

     21       Policy Rights - Policy Loans

     22       Not Applicable

     23       Additional Information - Fidelity Bond

     24       Not Applicable

     25       The Separate Accounts; The Company

     26       Charges and Fees

     27       The Company

     28       Directors and Officers

     29       The Company

     30       Not Applicable

     31       Not Applicable

     32       Not Applicable

     33       Not Applicable

     34       Not Applicable

     35       Additional Information - The Registration Statement

     36       Not Applicable

     37       Not Applicable

     38       Additional Information - Distribution of the Policies


<PAGE>




 Form N-8B-2
  Item No.          Part I (Prospectus)
- ------------        -------------------
     39       See Item 25

     40       See Item 26

     41       See Item 27

     42       See Item 28

     43       Financial Statements

     44       Policy Values; Financial Statements

     45       Not Applicable

     46       Policy Values

     47       Policy Choices; Policy Values

     48       Not Applicable

     49       Not Applicable

     50       Not Applicable

     51       Not Applicable

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

     53       Tax Matters

     54       Not Applicable

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

     56       Financial Statements

     57       Not Applicable

     58       Not Applicable

     59       Financial Statements

<PAGE>

Variable Life Account B

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

   
Prospectus Dated May 1, 1996
    

The Flexible Premium Variable Life Insurance Policy

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

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

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

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

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

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

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

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

<PAGE>
   
Table of Contents

Definitions                                                         iv
Policy Summary                                                       1
The Separate Account                                                 1
Allocation of Premiums                                               2
  Fixed Account                                                      2
  The Funds                                                          2
  Mixed and Shared Funding                                           4
Charges and Fees                                                     4
  Premium Load                                                       4
  Charges and Fees Assessed Against the Total Account Value          4
  Charges and Fees Associated with the Variable Funding Options      5
  Surrender Charge                                                   5
  Surrender Charges on Full and Partial Surrenders                   6
Policy Choices                                                       6
  Death Benefit                                                      7
  Guaranteed Death Benefit Provision                                 7
  Premium Payments                                                   7
  Transfers and Allocations to the Funding Options                   9
  Automated Transfers (Dollar Cost Averaging)                        9
Policy Values                                                       10
  Total Account Value                                               10
  Accumulation Unit Value                                           10
  Maturity Value                                                    11
  Cash Surrender Value                                              11
Policy Rights                                                       11
  Partial Surrenders                                                11
  No-Lapse Coverage Provision                                       11
  Reinstatement of a Lapsed Policy                                  12
  Policy Loans: Preferred and Nonpreferred                          12
  Policy Changes                                                    13
  Right to Examine the Policy                                       14
Death Benefit                                                       14
Policy Settlement                                                   15
  Settlement Options                                                15
  Calculation of Settlement Payments                                16
Special Plans                                                       17
Pension Plans                                                       18
The Company                                                         18
Directors and Officers                                              18
Additional Information                                              21
  Reports to Policy Owners                                          21
  Right to Instruct Voting of Fund Shares                           21
  Disregard of Voting Instructions                                  22
  State Regulation                                                  22
  Legal Matters                                                     22
  The Registration Statement                                        22
  Distribution of the Policies                                      23
  Records and Accounts                                              23
  Independent Auditors                                              23

                                      2
<PAGE>
Tax Matters                                                          23
  General                                                            23
  Federal Tax Status of the Company                                  23
  Life Insurance Qualification                                       24
  General Rules                                                      24
  Modified Endowment Contracts                                       24
  Diversification Standards                                          25
  Investor Control                                                   25
  Other Tax Considerations                                           26
Miscellaneous Policy Provisions                                      27
  The Policy                                                         27
  Payment of Benefits                                                27
  Age and Sex                                                        27
  Incontestability                                                   27
  Suicide                                                            27
  Coverage Beyond Maturity                                           27
  Protection of Proceeds                                             28
  Nonparticipation                                                   28
Illustrations of Death Benefit, Total Account Values and Cash
  Surrender Values                                                   29
Financial Statements of the Separate Account                        S-1
Financial Statements of the Company                                 F-1
    
                                      3
<PAGE>
Definitions

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

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

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

Annuitant: A person who receives annuity payments.

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

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

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

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

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

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

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

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

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

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

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

                                      4
<PAGE>
Grace Period: The 61-day period beginning on the Monthly Deduction Day on
which the Policy's Cash Surrender Value is insufficient to cover the current
Monthly Deduction. The Policy will lapse without value at the end of the
61-day period unless a sufficient payment described in the notification
letter is received by the Company.

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

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

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

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

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

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

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

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

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

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

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

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

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

                                      5
<PAGE>
Policy: The life insurance contract described in this Prospectus, under
which flexible premium payments are permitted and the Death Benefit and
contract values may vary with the investment performance of the funding
option(s) selected.

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

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

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

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

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

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

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

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

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

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

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

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

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

                                      6
<PAGE>
Policy Summary

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

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

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

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

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

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

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

   
The Separate Account

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

Variable Life Account B was established pursuant to a June 18, 1986
resolution of the Board of Directors of the Company. Under Connecticut
Insurance Law, the income, gains or losses of the Separate Account are
credited without regard to the other income, gains or losses of the Company.
These assets are held for
    


<PAGE>
   
the Company's variable life insurance policies. Any and all distributions
made by the Funds with respect to shares held by the Separate Account will be
reinvested in additional shares at net asset value. The assets maintained in
the Separate Account will not be charged with any liabilities arising out of
any other business conducted by the Company. The Company is, however,
responsible for meeting the obligations of the Policy to the Policyowner.
    

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

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

Allocation of Premiums

   
You may allocate all or a part of your Net Premiums to the Fixed Account
(part of the Company's General Account) or to the Funds currently available
through the Separate Account in connection with this Policy. Not all Funds
are available under all Policies or in all jurisdictions. The investment
results of the Funds, whose investment objectives are described below, are
likely to differ significantly. You should consider carefully, and on a
continuing basis, which Fund or combination of Funds is best suited to your
long-term investment objectives. Except where otherwise noted, all of the
Funds are diversified, as defined in the Investment Company Act of 1940.
    

Amounts held in the Fixed Account are guaranteed and will be credited with
interest at rates of not less than 4.5% per year. Additional excess interest
of up to 0.5% may be credited to the Fixed Account Value beginning in Policy
Year 11. Credited interest rates reflect the Company's return on Fixed
Account invested assets and the amortization of any realized gains and/or
losses which the Company may incur on these assets.

The Funds

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

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

(bullet) Aetna Variable Encore Fund seeks to provide high current return,
         consistent with preservation of capital and liquidity, through
         investment in high-quality money market instruments. An investment
         in this Fund is neither insured nor guaranteed by the U.S.
         Government.(1)

(bullet) Aetna Investment Advisers Fund, Inc. is a managed mutual fund which
         seeks to maximize investment return consistent with reasonable
         safety of principal by investing in one or more of the following
         asset classes: stocks, bonds and cash equivalents based on the
         Company's judgment of which of those sectors or mix thereof offers
         the best investment prospects.(1)

(bullet) Aetna Generation Portfolios, Inc.--Aetna Ascent Variable Portfolio
         seeks to provide capital appreciation by allocating its investments
         among equities and fixed income securities. Aetna Ascent
    

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

(bullet) Aetna Generation Portfolios, Inc.--Aetna Crossroads Variable
         Portfolio seeks to provide total return (i.e., income and capital
         appreciation, both realized and unrealized) by allocating its
         investments among equities and fixed income securities. Aetna
         Crossroads Variable Portfolio is managed for investors who generally
         have an investment horizon exceeding 10 years and who have a
         moderate level of risk tolerance.(1)

(bullet) Aetna Generation Portfolios, Inc.--Aetna Legacy Variable Portfolio
         seeks to provide total return consistent with preservation of
         capital by allocating its investments among equities and fixed
         income securities. Aetna Legacy Variable Portfolio is managed for
         investors who generally have an investment horizon exceeding five
         years and who have a low level of risk tolerance.(1)

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

(bullet) Fidelity Investments' Variable Insurance Products Fund II--
         Contrafund Portfolio seeks maximum total return over the long term
         by investing its assets mainly in equity securities of companies
         that are undervalued or out-of-favor.(3)

(bullet) Fidelity Investments' Variable Insurance Products
         Fund--Equity-Income Portfolio seeks reasonable income by investing
         primarily in income-producing equity securities. In choosing these
         securities, the Fund will also consider the potential for capital
         appreciation.(3)

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

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

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

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


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

(bullet) TCI Portfolios, Inc.--TCI Growth (a Twentieth Century Fund) seeks
         capital growth. The Fund seeks to achieve its objective by investing
         in common stocks (including securities convertible into common
         stocks) and other securities that meet certain fundamental and
         technical standards of selection, and, in the opinion of TCI
         Growth's management, have better than average potential for
         appreciation.(6)

Investment Advisers of the Funds:

  (1) Aetna Life Insurance and Annuity Company
  (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 prospectuses of the Funds for a discussion of the risks associated with
an investment in those Funds. You should refer to the accompanying
prospectuses of the Funds for more complete information about their
investment policies and restrictions.
    

Mixed and Shared Funding

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

Charges & Fees

Premium Load

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

Charges and Fees Assessed Against the Total Account Value

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


                                      4
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Once a Policy is issued, Monthly Deductions, including Cost of Insurance
charges, will be charged as of the Issue Date, even if the Issue Date is
earlier than the date the application is signed (see "Premium Payments"). If
the Policy's issuance is delayed due to underwriting requirements, the
charges will not be assessed until the underwriting is complete and the
application for the policy is approved. Cost of Insurance charges will be in
amounts based on the Specified Amount of the Policy issued, even if the
temporary insurance coverage received during the underwriting period is for a
lesser amount. If we decline an application, we will refund the full premium
payment made.

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

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

Charges and Fees Associated with the Variable Funding Options

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

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

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

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

Other Fund Expenses may apply. Please refer to each Fund's prospectus.

Surrender Charge

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

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

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

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

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

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

Surrender Charges on Full and partial Surrenders

Full Surrender:

All applicable Surrender Charges are imposed.

Partial Surrender:

A proportional percentage of all Surrender Charges is imposed. The
proportional percentage is the amount of the net partial surrender divided by
the sum of the Fixed Account Value and the Separate Account Value less full
Surrender Charges. When a partial surrender is made, any applicable remaining
Surrender Charges will be reduced in the same proportion. A transaction
charge of $25 or 2% of the amount of the net surrender payment, whichever is
less, will be made against the Total Account Value. (See "Partial
Surrenders.")

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

Policy Choices

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

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

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

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

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

Each of these choices is described in detail below.

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Death Benefit

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

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

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

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

Guaranteed Death Benefit Provision

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

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

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

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

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

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

Premium Payments

During the first five Policy Years, payment of the Basic Premium assures that
the Policy will remain in force, as long as there are no surrenders or loans
taken during that time. The Basic Premium is stated in the Policy. If Basic
Premiums are not paid, or there are surrenders or loans taken during the

                                      7
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first five Policy Years, the Policy will lapse if the Cash Surrender Value is
less than the next Monthly Deduction.

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

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

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

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

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

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

(bullet) We may require evidence of insurability if the Additional Premium or
         the New Planned Premium during the current Policy Year would
         increase the difference between the Death Benefit and the Total
         Account Value. If satisfactory evidence of insurability is requested
         and not provided, we will refund the increase in premium without
         interest and without participation of such amounts in the underlying
         funding options.

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

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

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

(bullet) After the first premium payment, all premiums must be sent directly
         to our Home Office and will be deemed received when actually
         received at the Home Office. Your premium payments will be allocated
         as you have directed, as of the next Valuation Period after each
         payment is received in the Home Office.

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

Under limited circumstances, we may backdate a Policy, upon request, by
assigning an Issue Date earlier than the date the application is signed but
no earlier than six months prior to state approval of the Policy.

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<PAGE>
   
Backdating may be desirable, for example, so that you can purchase a
particular Policy Specified Amount for lower cost of insurance rates based on
a younger insurance age. For a backdated Policy, you must pay the minimum
premium payable for the period between the Issue Date and the date the
initial premium is invested in the Separate Account. Backdating of your
Policy will not affect the date on which your premium payments are credited
to the Separate Account and you are credited with Accumulation Units. You
cannot be credited with Accumulation Units until your net premium is actually
deposited in the Separate Account. (See "Policy Values--Total Account
Value.")
    

Transfers and Allocations to Funding Options

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

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

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

Automated Transfers (Dollar Cost Averaging)

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

It is expected that on or about June 17, 1996 you may establish automated
transfers of Fund Account Values on a monthly or quarterly basis from the
Aetna Variable Encore Fund to any other investment option through Written
Request or other method acceptable to the Company. You must have a minimum of
$5,000 allocated to the Aetna Variable Encore Fund in order to enroll in the
Dollar Cost Averaging program. The minimum automated transfer amount is $50
per month. You may start or stop participation in the Dollar Cost Averaging
program at any time, but you must give the Company at least 30 days notice to
change any automated transfer instructions that are currently in place. The
Company reserves the right to suspend or modify automated transfer privileges
at any time.

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

                                      9
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Policy Values

Total Account Value

Once your Policy has been issued, each Net Premium allocated to a variable
funding option of the Separate Account is credited in the form of
Accumulation Units of the funding option based on that funding option's
Accumulation Unit value (see below). Each Net Premium will be credited to
your Policy at the Accumulation Unit value(s) determined for the Valuation
Period in which it is received and accepted by us at our Home Office
following the Issue Date of the Policy. The number of Accumulation Units
credited is determined by dividing the Net Premium by the value of an
Accumulation Unit next computed after we receive the premium. Shares in the
Funds are purchased by the Separate Account at the net asset value next
determined by the Fund following receipt of the Net Purchase Premium by the
Separate Account, which will be no later than one business day following the
purchase of the Accumulation Units attributable to the Funds. Since each Fund
has a unique Accumulation Unit value, a Policy Owner who has elected a
combination of funding options will have Accumulation Units credited to each
funding option.

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

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

The Fixed Account Value reflects amounts allocated to the General Account
through payment of premiums or transfers from the Separate Account. The Fixed
Account Value is guaranteed; however, there is no assurance that the Separate
Account Value of the Policy will equal or exceed the Net Premiums paid and
allocated to the Separate Account.

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

Accumulation Unit Value

The value of an Accumulation Unit for any Valuation Period is determined by
multiplying the value of an Accumulation Unit for the immediately preceding
Valuation Period by the net investment factor for the current period for the
appropriate Fund. The net investment factor equals the net investment rate
plus 1.0000000. The net investment rate is determined separately for each
Fund as follows.

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

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Maturity Value

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

Cash Surrender Value

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

Policy Rights

Partial Surrenders

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

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

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

For an Option 1 Policy (see "Death Benefit"), a partial surrender will reduce
the Total Account Value, Death Benefit, and Specified Amount. The Specified
Amount and Total Account Value will be reduced by equal amounts and will
reduce any past increases in the reverse order in which they occurred.

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

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

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

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

No-Lapse Coverage Provision

This Policy will not terminate during the five-year period after its Issue
Date or the Issue Date of any increase if, on each Monthly Deduction Day
within that period, the sum of premiums paid equals or exceeds: 1) the sum of
the Basic Premiums for each Policy month from the Issue Date, including the

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current month; plus 2) any partial surrenders; plus 3) any increase in Loan
Account Value since the Policy's Issue Date or the Issue Date of any
increase.

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

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

Reinstatement of a Lapsed Policy

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

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

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

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

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

Policy Loans: Preferred and Nonpreferred

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

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

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

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

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

                                      12
<PAGE>
2) 5.5%.

Increases or decreases to the current interest rate will occur only when the
new Policy Year's annual interest rate is greater or lower than the prior
Policy Year's annual interest rate by at least 0.5%.

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

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

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

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

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

Policy Changes

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

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

(bullet) Satisfactory evidence of insurability may be required.

(bullet) The Cash Surrender Value at the time of an increase must be at least
         three times the sum of (a) the most recent Monthly Deduction from
         the Total Account Value and (b) the amount of the increase, divided
         by 1000, times the applicable Cost of Insurance Rate.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Right to Examine the Policy

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

Death Benefit

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

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

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

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

                                      14
<PAGE>
Policy Settlement

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

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

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

Settlement Options

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

Option 2 -- Payments for a stated number of years, at least three but no more
than thirty;

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

Option 4 -- Payments during the joint lifetimes of two Annuitants. At the
death of either, payments will continue to the survivor. When this option is
chosen, a choice must be made of:

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

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

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

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

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

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

Proceeds applied under Option 1 will be held by us in the General Account.
Proceeds in the General Account will be used to make payments on a
fixed-dollar basis. We will add interest to such proceeds at an annual rate
of not less than 3%. We may add interest daily at any higher rate.

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

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

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


                                      15
<PAGE>

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

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

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

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

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

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

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

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

Calculation of Settlement Payments

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

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

b) 1,000; times

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

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

                                      16
<PAGE>
For any Valuation Period, the Fund(s) Settlement Option Unit value is equal
to:

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

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

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

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

The Net Return Factor equals:

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

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

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

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

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

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

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

Special Plans

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

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

                                      17
<PAGE>
Pension Plans

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

The Company

   
Aetna Life Insurance and Annuity Company (the "Company") is a stock life
insurance company organized under the insurance laws of the State of
Connecticut in 1976. Through a merger, it succeeded to the business of Aetna
Variable Annuity Life Insurance Company (formerly Participating Annuity Life
Insurance Company organized in 1954). The Company is engaged in the business
of issuing life insurance policies and annuity contracts in all states of the
United States. The Company is a wholly owned subsidiary of Aetna Retirement
Holdings, Inc., which is in turn a wholly owned subsidiary of Aetna
Retirement Services, Inc. and an indirect wholly owned subsidiary of Aetna
Life and Casualty Company.
    

   
The Company is registered as an investment adviser under the Investment
Advisers Act of 1940. It is also registered as a broker-dealer under the
Securities Exchange Act of 1934 and is a member of the National Association
of Securities Dealers, Inc.
    

Directors & Officers
   
<TABLE>
<CAPTION>
 Name and Address*        Position with Company           Principal Occupation During Past 5 Years

 -----------------------   -----------------------------   -----------------------------------------------
<S>               <C>     <C>                             <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.

                                      18
<PAGE>
Name and Address*         Position with Company           Principal Occupation During Past 5 Years

Laura R. Estes            Director and Senior Vice        Senior Vice President, Manage/Design Products
                          President                       and Services (since February 1996), and Senior
                                                          Vice President, Pensions (March 1991--February
                                                          1996), Aetna Life Insurance and Annuity
                                                          Company.

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

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

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

                                      19
<PAGE>
Name and Address*         Position with Company           Principal Occupation During Past 5 Years

Shaun P. Mathews          Director and Vice President     Vice President, Products Group (since February
                                                          1996); Senior Vice President, Strategic Markets
                                                          and Products (February 1993--February 1996);
                                                          and Senior Vice President, Mutual Funds (March
                                                          1991--February 1993)--Aetna Life Insurance
                                                          and Annuity Company.

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

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

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

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

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

                                      20
<PAGE>
Name and Address*         Position with Company           Principal Occupation During Past 5 Years

Diane B. Horn             Vice President and Chief        Vice President and Chief Compliance Officer
                          Compliance Officer              (since February 1996), and Senior Compliance
                                                          Officer (August 1993-- February 1996), Aetna
                                                          Life Insurance and Annuity Company; Director of
                                                          Compliance (May 1991--July 1993), Kemper Life
                                                          Insurance Company.
</TABLE>
    

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

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

Additional Information

Reports to Policy Owners

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

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

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

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

If you have Policy values funded in either Separate Account you will receive
such additional periodic reports as may be required by the SEC.

Some state laws require additional reports; these requirements vary from
state to state.

Right to Instruct Voting of Fund Shares

In accordance with our view of present applicable law, we will vote the
shares of each of the Funds held in each Separate Account. The votes will be
cast at meetings of the shareholders of the Fund and will be based on
instructions received from Policy Owners. However, if the Investment Company
Act of 1940 or any regulations thereunder should be amended or if the present
interpretation thereof should change, and as a result we determine that we
are permitted to vote the shares of the Fund in our own right, we may elect
to do so.

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

                                      21
<PAGE>
The number of shares which a person has a right to vote will be determined as
of a date to be chosen by us, but not more than 90 days before the meeting of
the Fund. Voting instructions will be solicited by written communication at
least 14 days before such meeting.

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

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

Disregard of Voting Instructions

We may, when required by state insurance regulatory authorities, disregard
voting instructions if the instructions require that the shares be voted so
as to cause a change in the sub-classification or investment objectives of a
Fund or to approve or disapprove an investment advisory contract for a Fund.
In addition, we may disregard voting instructions in favor of changes
initiated by a Policy Owner in the investment policy or the investment
adviser of the Fund if we reasonably disapprove of such changes.

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

State Regulation

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

We are required to submit annual statements of our operations, including
financial statements, to the insurance departments of the various
jurisdictions in which we do business, for the purposes of determining
solvency and compliance with local insurance laws and regulations.

Legal Matters

The Company knows of no material legal proceedings pending to which the
Separate Account is a party or which would materially affect the Separate
Account.

The legal validity of the securities described in the prospectus has been
passed on by Susan E. Bryant, Counsel.

The Registration Statement

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

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

                                      22
<PAGE>
Distribution of the Policies

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

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

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

Records and Accounts

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

   
Independent Auditors

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

Tax Matters

   
General

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

Federal Tax Status of the Company

The Company is taxed as a life insurance company in accordance with the
Internal Revenue Code of 1986, as amended ("Code"). For federal income tax
purposes, the operations of the Separate Account 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.

                                      23
<PAGE>
   
Both investment income and realized capital gains of the Separate Account
(i.e., income, capital gains and dividends distributed to the Separate
Account by the Funds) are reinvested without tax since the Code does not
impose a tax on the Separate Account for these amounts. The Company reserves
the right, however, to make a deduction for such taxes should they be imposed
with respect to such items in the future.
    

Life Insurance Qualification

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

   
The Company intends to comply with any future final regulations issued under
Sections 7702 and 817(h) of the Code, and therefore reserves the right to
make such changes as it deems necessary to ensure such compliance. Any such
changes will apply uniformly to affected Policyowners and will be made only
after advance written notice.
    

General Rules

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

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

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

Modified Endowment Contracts

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

                                      24
<PAGE>
   
A contract will be considered a Modified Endowment Contract if it fails the
"7-pay test." A Policy fails the 7-pay test if, at any time in the first
seven Policy Years, the amount paid into the Policy exceeds the amount that
would have been paid had the Policy provided for the payment of seven (7)
level annual premiums. In the event of a distribution under the Policy, the
Company will notify the Policy Owner if the Policy is a Modified Endowment
Contract.

Each Policy is subject to retesting under the 7-pay test during the first
seven Policy Years and at any time a material change takes effect. A material
change, for these purposes, includes the exchange of a life insurance policy
for another life insurance policy or the conversion of a term life insurance
policy into a whole life or universal life insurance policy. In addition, an
increase in the future benefits provided constitutes a material change unless
the increase is attributable to (1) the payment of premiums necessary to fund
the lowest Death Benefit payable in the first seven Policy Years or (2) the
crediting of interest or other earnings with respect to such premiums. A
reduction in death benefits during the first seven Policy Years may also
cause a Policy to be considered a Modified Endowment Contract.

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

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

Diversification Standards

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

Investor Control

   
In certain circumstances, owners of variable contracts may be considered the
owners for federal income tax purposes of the assets of the separate account
used to support their contracts. In those circumstances, income and gains
from separate account assets would be includable in the variable
contractowner's gross income. In several rulings published prior to the
enactment of Section 817(h), the IRS stated that a variable contractowner
will be considered the owner of separate account assets if the contractowner
possesses incidents of ownership in those assets, such as the ability to
exercise

                                      25
<PAGE>
investment control over the assets. The Treasury Department has also
announced, in connection with the issuance of regulations under Section
817(h) concerning diversification, that those regulations "do not provide
guidance concerning the circumstances in which investor control of the
investments of a segregated asset account may cause the investor (i.e., you),
rather than the insurance company, to be treated as the owner of the assets
in the account." This announcement also stated that guidance would be issued
by way of regulations or rulings on the "extent to which policyholders may
direct their investments to particular Funds without being treated as owners
of the underlying assets." As of the date of this Prospectus, no such
guidance has been issued.
    

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

Other Tax Considerations

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

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

                                      26
<PAGE>
Misc. Policy Provisions

The Policy

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

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

Payment of Benefits

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

Age and Sex

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

Incontestability

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

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

Suicide

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

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

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

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

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

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

Coverage Beyond Maturity

You may, by written request, in the 30 days before the Maturity Date of this
Policy, elect to continue coverage beyond the Maturity Date. At Age 100, the
Separate Account Value will be transferred to the Fixed Account. If coverage
beyond maturity is elected, we will continue to credit interest to the Total

                                      27
<PAGE>
   
Account Value of this Policy. Monthly Deductions will be calculated with a
Cost of Insurance rate equal to zero (this provision is not available in New
York).

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

Protection of Proceeds

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

Nonparticipation

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


                                      28
<PAGE>
ILLUSTRATIONS OF DEATH BENEFIT, TOTAL ACCOUNT VALUES AND CASH SURRENDER
VALUES

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

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

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

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

   
The investment advisory fees and other Fund expenses vary by Fund from 0.31%
to 1.37%. A weighted average has been used for the illustrations assuming
that the Policyowner has invested in the Funds as follows: 30% in Aetna
Variable Fund; 3% in Aetna Income Shares; 12% in Aetna Variable Encore Fund;
3% in Aetna Investment Advisers Fund; 2% in the Aetna Ascent Variable
Portfolio; 2% in the Aetna Crossroads Variable Portfolio; 2% in the Aetna
Legacy Variable Portfolio; 7% in the Alger American Small Cap Portfolio; 3%
in Fidelity's Contrafund Portfolio; 3% in Fidelity's Equity- Income
Portfolio; 3% in Janus Aspen Growth Portfolio; 5% in Janus Aspen Aggressive
Growth Portfolio; 3% in Janus Aspen Worldwide Growth Portfolio; 1% in Janus
Aspen Balanced Portfolio; 1% in Janus Aspen Short-Term Bond Portfolio; 10% in
the Scudder International Portfolio; and 10% in TCI Growth.
    

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

                                      29
<PAGE>
The tables illustrate the Policy Values that would result based upon the
hypothetical investment rates of return if premiums were paid as indicated,
if all Net Premiums are allocated to Variable Life Account B and if no Policy
loans have been made. The tables are also based on the assumptions that the
Policy Owner has not requested an increase or decrease in the Specified
Amount of the Policy, and no partial surrenders have been made.

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

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

                                      30
<PAGE>
   
AetnaVest Plus Policy
                                   Table I
              FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY(1)
              MALE ISSUE AGE 45-UNISEX FOR SPECIAL PLAN POLICIES
         $6,720.00 ANNUAL GUARANTEED DEATH BENEFIT PREMIUM TO AGE 80
                           PREFERRED NONSMOKER RISK
                             FACE AMOUNT $500,000
                            DEATH BENEFIT OPTION 1
                 Premiums
               Accumulated            Death Benefit
                    at           Gross Annual Investment
                    5%                  Return of
                 Interest
Policy Year      Per Year    Gross 0%   Gross 6%   Gross 12%
 ------------   ----------   --------   --------   ----------
 1                  6720      500000     500000      500000
 2                 13776      500000     500000      500000
 3                 21185      500000     500000      500000
 4                 28964      500000     500000      500000
 5                 37132      500000     500000      500000

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

15                145008      500000     500000      500000
20                222203      500000     500000      500000
25                320726      500000     500000      500000
30                446469      500000     500000      674775

20 (Age 65)       222203      500000     500000      500000

                    Total Account Value               Cash Surrender Value
                Annual Investment Return of       Annual Investment Return of
Policy Year   Gross 0%   Gross 6%   Gross 12%   Gross 0%   Gross 6%   Gross 12%
 -----------  --------   --------   ---------   --------   --------   ----------
 1              4333       4652       4972        661        980         1300
 2              8616       9529       10482       4944       5857         6810
 3             12687      14474       16417       9015      10802        12745
 4             16544      19484       22813      12872      15812        19141
 5             20173      24546       29703      16501      20874        26031

 6             23572      29655       37135      20237      26320        33800
 7             26712      34784       45136      23744      31816        42168
 8             29569      39907       53742      26968      37306        51141
 9             32122      45000       62999      29888      42766        60765
10             34337      50026       72945      32470      48159        71078

15             39456      73139      135414      39425      73108       135383
20             30711      88529      228407      30711      88529       228407
25                 0      84468      376269          0      84468       376269
30                 0      35221      630631          0      35221       630631

20 (Age 65)    30711      88529      228407      30711      88529       228407
    
(1) Assumes no Policy loan has been made. Guaranteed mortality rates assumed.
    Maximum expense risk charges, administrative charges, and premium load
    assumed.

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

These investment results are illustrative only and should not be considered a
representation of past or future investment results. Actual investment
results may be more or less than those shown and will depend on a number of
factors including the Policy Owner's allocations, and the Fund's rates of
return. The Total Account Value and Cash Surrender Value for a Policy would
be different from those shown if the actual investment rates of return
averaged 0%, 6%, and 12% over a period of years, but fluctuated above or
below those averages for individual Policy Years. No representations can be
made that these rates of return will definitely be achieved for any one year
or sustained over a period of time.

                                      31
<PAGE>
AetnaVest Plus Policy
                                   Table II
              FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY(1)
              MALE ISSUE AGE 45-UNISEX FOR SPECIAL PLAN POLICIES
                        $4,080.00 ANNUAL BASIC PREMIUM
                           PREFERRED NONSMOKER RISK
                             FACE AMOUNT $500,000
                            DEATH BENEFIT OPTION 1
   
<TABLE>
<CAPTION>
                 Premiums
               Accumulated            Death Benefit
                    at           Gross Annual Investment             Total Account Value
               5% Interest              Return of                Annual Investment Return of
                              -------------------------------   -------------------------------
Policy Year      Per Year    Gross 0%   Gross 6%   Gross 12%   Gross 0%   Gross 6%   Gross 12%
 ------------  -----------    --------   --------   ---------   --------   --------   ---------
<S>               <C>           <C>        <C>        <C>         <C>        <C>        <C>
1                   4080      500000     500000      500000       1894       2063       2234
2                   8364      500000     500000      500000       3777       4238       4722
3                  12862      500000     500000      500000       5488       6362       7318
4                  17585      500000     500000      500000       7020       8424      10024
5                  22545      500000     500000      500000       8358      10402      12834

6                  27752      500000     500000      500000       9496      12284      15750
7                  33219      500000     500000      500000      10404      14033      18749
8                  38960      500000     500000      500000      11052      15610      21808
9                  44988      500000     500000      500000      11417      16978      24908
10                 51318      500000     500000      500000      11459      18086      28010

15                 88041      500000     500000      500000       5765      18023      42405
20                134909           0     500000      500000          0       1420      49095
25                194727           0          0      500000          0          0      29511
30                271070           0          0           0          0          0          0

20 (Age 65)       134909           0     500000      500000          0       1420      49095

                         Cash Surrender Value
                     Annual Investment Return of
               ---------------------------------------
Policy Year      Gross 0%     Gross 6%      Gross 12%
 ------------  -----------   -----------  ------------
1                     0             0             0
2                   105           566          1050
3                  1816          2690          3646
4                  3348          4752          6352
5                  4686          6730          9162

6                  6161          8949         12415
7                  7436         11065         15781
8                  8451         13009         19207
9                  9183         14744         22674
10                 9592         16219         26143

15                 5734         17992         42374
20                    0          1420         49095
25                    0             0         29511
30                    0             0             0

20 (Age 65)           0          1420         49095
</TABLE>

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

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

These investment results are illustrative only and should not be considered a
representation of past or future investment results. Actual investment
results may be more or less than those shown and will depend on a number of
factors including the Policy Owner's allocations, and the Fund's rates of
return. The Total Account Value and Cash Surrender Value for a Policy would
be different from those shown if the actual investment rates of return
averaged 0%, 6%, and 12% over a period of years, but fluctuated above or
below those averages for individual Policy Years. No representations can be
made that these rates of return will definitely be achieved for any one year
or sustained over a period of time.

                                      32
<PAGE>
AetnaVest Plus Policy
                                  Table III
              FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY(1)
              MALE ISSUE AGE 45-UNISEX FOR SPECIAL PLAN POLICIES
         $6,720.00 ANNUAL GUARANTEED DEATH BENEFIT PREMIUM TO AGE 80
                           PREFERRED NONSMOKER RISK
                             FACE AMOUNT $500,000
                            DEATH BENEFIT OPTION 1
   
                 Premiums
                Accumulated
                    at                 Death Benefit
                5% Interest       Gross Annual Investment
Policy Year      Per Year                Return of
                              --------------------------------
                              Gross 0%   Gross 6%   Gross 12%
 ------------   -----------   --------   --------   ----------
1                   6720       500000     500000      500000
2                  13776       500000     500000      500000
3                  21185       500000     500000      500000
4                  28964       500000     500000      500000
5                  37132       500000     500000      500000

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

15                145008       500000     500000      500000
20                222203       500000     500000      500000
25                320726       500000     500000      628735
30                446469       500000     500000      986422

20 (Age 65)       222203       500000     500000      500000

                    Total Account Value               Cash Surrender Value
Policy Year     Annual Investment Return of       Annual Investment Return of
              -------------------------------   --------------------------------
              Gross 0%   Gross 6%   Gross 12%   Gross 0%   Gross 6%   Gross 12%
 -----------  --------   --------   ---------   --------   --------   ----------
1               4911        5252       5595       1239        1580        1923
2               9825       10822      11861       6153        7150        8189
3              14582       16558      18701      10910       12886       15029
4              19159       22442      26150      15487       18770       22478
5              23530       28454      34245      19858       24782       30573

6              27672       34574      43031      24337       31239       39696
7              31600       40822      52600      28632       37854       49632
8              35327       47215      63050      32726       44614       60449
9              38866       53773      74493      36632       51539       72259
10             42208       60496      87032      40341       58629       85165

15             56322       97305     171555      56291       97274      171524
20             64173      138757     309852      64173      138757      309852
25             63047      184616     542013      63047      184616      542013
30             46279      233513     921889      46279      233513      921889

20 (Age 65)    64173      138757     309852      64173      138757      309852
    
(1) Assumes no Policy loan has been made. Current mortality rates assumed.
    Current expense risk charges, administrative charges, and premium load
    assumed.

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

These investment results are illustrative only and should not be considered a
representation of past or future investment results. Actual investment
results may be more or less than those shown and will depend on a number of
factors including the Policy Owner's allocations, and the Fund's rates of
return. The Total Account Value and Cash Surrender Value for a Policy would
be different from those shown if the actual investment rates of return
averaged 0%, 6%, and 12% over a period of years, but fluctuated above or
below those averages for individual Policy Years. No representations can be
made that these rates of return will definitely be achieved for any one year
or sustained over a period of time.

                                      33
<PAGE>
AetnaVest Plus Policy
                                   Table IV
              FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY(1)
              MALE ISSUE AGE 45-UNISEX FOR SPECIAL PLAN POLICIES
                        $4,080.00 ANNUAL BASIC PREMIUM
                           PREFERRED NONSMOKER RISK
                             FACE AMOUNT $500,000
                            DEATH BENEFIT OPTION 1
   
                 Premiums
                Accumulated
                    at                 Death Benefit
                5% Interest       Gross Annual Investment
Policy Year      Per Year                Return of
                              --------------------------------
                              Gross 0%   Gross 6%   Gross 12%
 ------------   -----------   --------   --------   ----------
1                   4080       500000     500000      500000
2                   8364       500000     500000      500000
3                  12862       500000     500000      500000
4                  17585       500000     500000      500000
5                  22545       500000     500000      500000

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

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

20 (Age 65)       134909       500000     500000      500000

                   Total Account Value               Cash Surrender Value
Policy Year    Annual Investment Return of       Annual Investment Return of
             -------------------------------   --------------------------------
             Gross 0%   Gross 6%   Gross 12%   Gross 0%   Gross 6%   Gross 12%
 ----------- --------   --------   ---------   --------   --------   ----------
1              2398       2587        2776          0          0            0
2              4834       5366        5922       1162       1694         2250
3              7145       8180        9308       3473       4508         5636
4              9306      11004       12929       5634       7332         9257
5             11290      13808       16782       7618      10136        13110

6             13070      16560       20861       9735      13225        17526
7             14660      19272       25205      11692      16304        22237
8             16070      21951       29854      13469      19350        27253
9             17313      24607       34852      15079      22373        32618
10            18378      27225       40229      16511      25358        38362

15            21332      40029       74882      21301      39998        74851
20            18044      49741      126667      18044      49741       126667
25             5119      51951      206276       5119      51951       206276
30                0      36444      334430          0      36444       334430

20 (Age 65)   18044      49741      126667      18044      49741       126667
    
(1) Assumes no Policy loan has been made. Current mortality rates assumed.
    Current expense risk charges, administrative charges, and premium load
    assumed.

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

These investment results are illustrative only and should not be considered a
representation of past or future investment results. Actual investment
results may be more or less than those shown and will depend on a number of
factors including the Policy Owner's allocations, and the Fund's rates of
return. The Total Account Value and Cash Surrender Value for a Policy would
be different from those shown if the actual investment rates of return
averaged 0%, 6%, and 12% over a period of years, but fluctuated above or
below those averages for individual Policy Years. No representations can be
made that these rates of return will definitely be achieved for any one year
or sustained over a period of time.

                                      34
<PAGE>
AetnaVest Plus Policy
                                   Table V
              FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY(1)
                             UNISEX ISSUE AGE 45
         $6,360.00 ANNUAL GUARANTEED DEATH BENEFIT PREMIUM TO AGE 80
                           PREFERRED NONSMOKER RISK
                             FACE AMOUNT $500,000
                            DEATH BENEFIT OPTION 1
   
                 Premiums
                Accumulated
                    at                 Death Benefit
                5% Interest       Gross Annual Investment
Policy Year      Per Year                Return of
                              --------------------------------
                              Gross 0%   Gross 6%   Gross 12%
 ------------   -----------   --------   --------   ----------
1                   6360       500000     500000      500000
2                  13038       500000     500000      500000
3                  20050       500000     500000      500000
4                  27412       500000     500000      500000
5                  35143       500000     500000      500000

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

15                137240       500000     500000      500000
20                210299       500000     500000      500000
25                303544       500000     500000      500000
30                422551       500000     500000      619183

20 (Age 65)       210299       500000     500000      500000

                   Total Account Value               Cash Surrender Value
Policy Year    Annual Investment Return of       Annual Investment Return of
             -------------------------------   --------------------------------
             Gross 0%   Gross 6%   Gross 12%   Gross 0%   Gross 6%   Gross 12%
 ----------- --------   --------   ---------   --------   --------   ----------
1              4030       4329        4629        520        819         1119
2              8024       8879        9773       4514       5369         6263
3             11820      13492       15311       8310       9982        11801
4             15406      18155       21269      11896      14645        17759
5             18782      22868       27688      15272      19358        24178

6             21940      27620       34607      18752      24432        31419
7             24850      32385       42049      22013      29548        39212
8             27499      37142       50052      25013      34656        47566
9             29858      41864       58652      27723      39729        56517
10            31898      46518       67885      30114      44734        66101

15            36654      67948      125827      36625      67919       125798
20            28864      82375      211752      28864      82375       211752
25                0      78791      346325          0      78791       346325
30                0      34385      578676          0      34385       578676

20 (Age 65)   28864      82375      211752      28864      82375       211752
    
(1) Assumes no Policy loan has been made. Guaranteed mortality rates assumed.
    Maximum expense risk charges, administrative charges, and premium load
    assumed.

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

These investment results are illustrative only and should not be considered a
representation of past or future investment results. Actual investment
results may be more or less than those shown and will depend on a number of
factors including the Policy Owner's allocations, and the Fund's rates of
return. The Total Account Value and Cash Surrender Value for a Policy would
be different from those shown if the actual investment rates of return
averaged 0%, 6%, and 12% over a period of years, but fluctuated above or
below those averages for individual Policy Years. No representations can be
made that these rates of return will definitely be achieved for any one year
or sustained over a period of time.

                                      35
<PAGE>
AetnaVest Plus Policy
                                   Table VI
              FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY(1)
                             UNISEX ISSUE AGE 45
                        $3,900.00 ANNUAL BASIC PREMIUM
                           PREFERRED NONSMOKER RISK
                             FACE AMOUNT $500,000
                            DEATH BENEFIT OPTION 1
   
                 Premiums
                Accumulated
                    at                 Death Benefit
                5% Interest       Gross Annual Investment
Policy Year      Per Year                Return of
                              --------------------------------
                              Gross 0%   Gross 6%   Gross 12%
 ------------   -----------   --------   --------   ----------
1                   3900       500000     500000      500000
2                   7995       500000     500000      500000
3                  12295       500000     500000      500000
4                  16809       500000     500000      500000
5                  21550       500000     500000      500000

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

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

20 (Age 65)       128957            0     500000      500000

                   Total Account Value               Cash Surrender Value
Policy Year    Annual Investment Return of       Annual Investment Return of
             -------------------------------   --------------------------------
             Gross 0%   Gross 6%   Gross 12%   Gross 0%   Gross 6%   Gross 12%
 ---------- ---------   --------   ---------   --------   --------   ----------
1              1757       1917        2078          0          0           0
2              3516       3950        4405          6        440         895
3              5113       5935        6833       1603       2425        3323
4              6534       7851        9354       3024       4341        5844
5              7776       9692       11974       4266       6182        8464

6              8829      11441       14689       5641       8253       11501
7              9662      13059       17475       6825      10222       14638
8             10256      14517       20318       7770      12031       17832
9             10580      15776       23191       8445      13641       21056
10            10602      16788       26061       8818      15004       24277

15             5352      16751       39448       5323      16722       39419
20                0       1843       46070          0       1843       46070
25                0          0       28974          0          0       28974
30                0          0           0          0          0           0

20 (Age 65)       0       1843       46070          0       1843       46070
    
(1) Assumes no Policy loan has been made. Guaranteed mortality rates assumed.
    Maximum expense risk charges, administrative charges, and premium load
    assumed.

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

These investment results are illustrative only and should not be considered a
representation of past or future investment results. Actual investment
results may be more or less than those shown and will depend on a number of
factors including the Policy Owner's allocations, and the Fund's rates of
return. The Total Account Value and Cash Surrender Value for a Policy would
be different from those shown if the actual investment rates of return
averaged 0%, 6%, and 12% over a period of years, but fluctuated above or
below those averages for individual Policy Years. No representations can be
made that these rates of return will definitely be achieved for any one year
or sustained over a period of time.

                                      36
<PAGE>
AetnaVest Plus Policy
                                  Table VII
              FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY(1)
                             UNISEX ISSUE AGE 45
         $6,360.00 ANNUAL GUARANTEED DEATH BENEFIT PREMIUM TO AGE 80
                           PREFERRED NONSMOKER RISK
                             FACE AMOUNT $500,000
                            DEATH BENEFIT OPTION 1
   
                 Premiums
                Accumulated
                    at                 Death Benefit
                5% Interest       Gross Annual Investment
Policy Year      Per Year                Return of
                              --------------------------------
                              Gross 0%   Gross 6%   Gross 12%
 ------------   -----------   --------   --------   ----------
1                   6360       500000     500000      500000
2                  13038       500000     500000      500000
3                  20050       500000     500000      500000
4                  27412       500000     500000      500000
5                  35143       500000     500000      500000

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

15                137240       500000     500000      500000
20                210299       500000     500000      500000
25                303544       500000     500000      591680
30                422551       500000     500000      929111

20 (Age 65)       210299       500000     500000      500000

                   Total Account Value               Cash Surrender Value
Policy Year    Annual Investment Return of       Annual Investment Return of
             -------------------------------   --------------------------------
             Gross 0%   Gross 6%   Gross 12%   Gross 0%   Gross 6%   Gross 12%
 ----------- --------   --------   ---------   --------   --------   ----------
1              4598        4920       5242       1088        1410        1732
2              9205       10142      11120       5695        6632        7610
3             13672       15528      17543      10162       12018       14033
4             17974       21058      24541      14464       17548       21031
5             22095       26720      32160      18585       23210       28650

6             26009       32493      40437      22821       29305       37249
7             29733       38397      49461      26896       35560       46624
8             33272       44444      59321      30786       41958       56835
9             36645       50657      70125      34510       48522       67990
10            39842       57036      81971      38058       55252       80187

15            53421       91986     161757      53392       91957      161728
20            61210      131389     291946      61210      131389      291946
25            60334      174583     510069      60334      174583      510069
30            44689      219942     868328      44689      219942      868328

20 (Age 65)   61210      131389     291946      61210      131389      291946
    
(1) Assumes no Policy loan has been made. Current mortality rates assumed.
    Current expense risk charges, administrative charges, and premium load
    assumed.

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

These investment results are illustrative only and should not be considered a
representation of past or future investment results. Actual investment
results may be more or less than those shown and will depend on a number of
factors including the Policy Owner's allocations, and the Fund's rates of
return. The Total Account Value and Cash Surrender Value for a Policy would
be different from those shown if the actual investment rates of return
averaged 0%, 6%, and 12% over a period of years, but fluctuated above or
below those averages for individual Policy Years. No representations can be
made that these rates of return will definitely be achieved for any one year
or sustained over a period of time.

                                      37
<PAGE>
AetnaVest Plus Policy
                                  Table VIII
              FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY(1)
                             UNISEX ISSUE AGE 45
                        $3,900.00 ANNUAL BASIC PREMIUM
                           PREFERRED NONSMOKER RISK
                             FACE AMOUNT $500,000
                            DEATH BENEFIT OPTION 1
   
                 Premiums
                Accumulated
                    at                 Death Benefit
                5% Interest       Gross Annual Investment
Policy Year      Per Year                Return of
                              --------------------------------
                              Gross 0%   Gross 6%   Gross 12%
 ------------   -----------   --------   --------   ----------
                    3900       500000     500000      500000
2                   7995       500000     500000      500000
3                  12295       500000     500000      500000
4                  16809       500000     500000      500000
5                  21550       500000     500000      500000

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

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

20 (Age 65)       128957       500000     500000      500000

                    Total Account Value               Cash Surrender Value
Policy Year     Annual Investment Return of       Annual Investment Return of
              -------------------------------   --------------------------------
              Gross 0%   Gross 6%   Gross 12%   Gross 0%   Gross 6%   Gross 12%
 ------------ --------   --------   ---------   --------   --------   ----------
1               2257       2436        2616          0          0            0
2               4555       5059        5586       1045       1549         2076
3               6743       7723        8791       3233       4213         5281
4               8795      10402       12225       5285       6892         8715
5              10694      13077       15893       7184       9567        12383

6              12409      15715       19789       9221      12527        16601
7              13958      18330       23953      11121      15493        21116
8              15344      20924       28417      12858      18438        25931
9              16585      23511       33233      14450      21376        31098
10             17668      26078       38425      15884      24294        36641

15             20914      38788       71988      20885      38759        71959
20             18456      48941      122371      18456      48941       122371
25              6799      52148      199568       6799      52148       199568
30                 0      39091      323150          0      39091       323150

20 (Age 65)    18456      48941      122371      18456      48941       122371
    
(1) Assumes no Policy loan has been made. Current mortality rates assumed.
    Current expense risk charges, administrative charges, and premium load
    assumed.

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

These investment results are illustrative only and should not be considered a
representation of past or future investment results. Actual investment
results may be more or less than those shown and will depend on a number of
factors including the Policy Owner's allocations, and the Fund's rates of
return. The Total Account Value and Cash Surrender Value for a Policy would
be different from those shown if the actual investment rates of return
averaged 0%, 6%, and 12% over a period of years, but fluctuated above or
below those averages for individual Policy Years. No representations can be
made that these rates of return will definitely be achieved for any one year
or sustained over a period of time.

                                      38
<PAGE>
                              FINANCIAL STATEMENTS
                           VARIABLE LIFE ACCOUNT B

                                    Index

Independent Auditors' Report                S-2
Statement of Assets and Liabilities         S-3
Statement of Operations                     S-6
Statements of Changes in Net Assets         S-7
Notes to Financial Statements               S-8

                                      S-1
<PAGE>
Independent Auditors' Report

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

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

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

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

                                                         KPMG Peat Marwick LLP

Hartford, Connecticut
February 16, 1996

                                      S-2
<PAGE>
Variable Life Account B

Statement of Assets and Liabilities--December 31, 1995

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

Net assets represented by:

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

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

                                      S-4
<PAGE>
Growth Portfolio:
 AetnaVest                                                       21,515.4      $12.704     $    273,328
 AetnaVest II                                                    37,270.8       12.692          473,053
 AetnaVest Plus                                                  79,675.5       12.674        1,009,837
 Corporate Specialty Market                                      73,083.9       10.430          762,298
 Short-Term Bond Portfolio:
 AetnaVest                                                          887.8       10.967            9,736
 AetnaVest II                                                    23,124.1       10.955          253,322
 AetnaVest Plus                                                   7,737.1       10.925           84,530
 Worldwide Growth Portfolio:
 AetnaVest                                                       27,375.5       12.809          350,657
 AetnaVest II                                                    23,865.7       12.813          305,784
 AetnaVest Plus                                                  60,290.6       12.797          771,522
Scudder Variable Life Investment Fund--International
 Portfolio:
 AetnaVest                                                      135,108.9       12.798        1,729,105
 AetnaVest II                                                    73,569.7       12.719          935,731
 AetnaVest Plus                                                 280,624.9       12.648        3,549,365
 Corporate Specialty Market                                      45,040.2       10.598          477,343
TCI Portfolios, Inc.--TCI Growth:
 AetnaVest                                                       99,512.9       13.248        1,318,352
 AetnaVest II                                                    32,444.9       13.307          431,757
 AetnaVest Plus                                                 284,645.5       13.126        3,736,206
 Corporate Specialty Market                                      49,400.2       12.005          593,030
                                                                                            ------------
                                                                                           $126,515,779
                                                                                            ============
</TABLE>

See Notes to Financial Statements.

                                      S-5
<PAGE>
Variable Life Account B

Statement of Operations--Year Ended December 31, 1995

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

See Notes to Financial Statements.

                                      S-6
<PAGE>
Variable Life Account B

Statements of Changes in Net Assets

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

See Notes to Financial Statements.

                                      S-7
<PAGE>
Variable Life Account B

Notes to Financial Statements--December 31, 1995

1. Summary of Significant Accounting Policies

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

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

a. Valuation of Investments

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

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

b. Other

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

c. Federal Income Taxes

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

2. Valuation Period Deductions

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

                                      S-8
<PAGE>
Variable Life Account B

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

3. Dividend Distributions

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

4. Purchases and Sales of Investments

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

5. Estimates

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

                                      S-9
<PAGE>
Variable Life Account B

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

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

                                      S-10
<PAGE>
Janus Aspen Series:
Aggressive Growth Portfolio:

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

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

                                      S-11
<PAGE>

                       CONSOLIDATED FINANCIAL STATEMENTS
          Aetna Life Insurance and Annuity Company and Subsidiaries 

                                    Index 

<TABLE>
<CAPTION>
                                                                                                   Page 
<S>                                                                                                 <C>
Independent Auditors' Report                                                                        F-2 
Consolidated Financial Statements: 
 Consolidated Statements of Income for the Years Ended December 31, 1995, 1994, and 1993            F-3 
 Consolidated Balance Sheets as of December 31, 1995 and 1994                                       F-4 
 Consolidated Statements of Changes in Shareholder's Equity for the Years Ended December 31, 
  1995, 1994 and 1993                                                                               F-5 
 Consolidated Statements of Cash Flows for the Years Ended December 31, 1995, 1994 and 1993         F-6 
Notes to Consolidated Financial Statements                                                          F-8 
</TABLE>

                                      F-1
<PAGE> 
                          Independent Auditors' Report

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

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

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

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

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

                                                         KPMG Peat Marwick LLP 

Hartford, Connecticut 
February 6, 1996 

                                      F-2
<PAGE> 
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
        (A wholly owned subsidiary of Aetna Retirement Services, Inc.) 

                      Consolidated Statements of Income 
                                  (millions) 

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

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

Income before federal income taxes                 260.0     216.5      219.1 

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

Net income                                      $  175.9  $  145.3   $  142.9 
                                                 =======   =======   ======== 

See Notes to Consolidated Financial Statements. 

                                      F-3
<PAGE> 
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
        (A wholly owned subsidiary of Aetna Retirement Services, Inc.) 

                         Consolidated Balance Sheets 
                                  (millions) 

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

See Notes to Consolidated Financial Statements. 

                                      F-4
<PAGE> 
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
        (A wholly owned subsidiary of Aetna Retirement Services, Inc.) 

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

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

See Notes to Consolidated Financial Statements. 

                                      F-5
<PAGE> 
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
        (A wholly owned subsidiary of Aetna Retirement Services, Inc.) 

                    Consolidated Statements of Cash Flows 
                                  (millions) 

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

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

</TABLE>

See Notes to Consolidated Financial Statements. 

                                      F-6
<PAGE> 
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
        (A wholly owned subsidiary of Aetna Retirement Services, Inc.) 

              Consolidated Statements of Cash Flows (continued) 
                                  (millions) 


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

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

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

Supplemental cash flow information: 
Income taxes paid, net                        $    90.2   $   82.6   $    79.9 
                                              =========   ========   ========== 


See Notes to Consolidated Financial Statements. 

                                      F-7
<PAGE> 
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
        (A wholly owned subsidiary of Aetna Retirement Services, Inc.) 

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

1. Summary of Significant Accounting Policies 

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

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

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

Basis of Presentation 

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

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

Accounting Changes 

Accounting for Certain Investments in Debt and Equity Securities 

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

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

            Notes to Consolidated Financial Statements (Continued) 

1. Summary of Significant Accounting Policies (Continued) 

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

Use of Estimates 

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

Cash and Cash Equivalents 

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

Investments 

Debt Securities 

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

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

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

Equity Securities 

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

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

                                      F-9
<PAGE> 
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
        (A wholly owned subsidiary of Aetna Retirement Services, Inc.) 

            Notes to Consolidated Financial Statements (Continued) 

1. Summary of Significant Accounting Policies (Continued) 

Mortgage Loans and Policy Loans 

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

Limited Partnership 

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

Short-Term Investments 

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

Deferred Policy Acquisition Costs 

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

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

Insurance Reserve Liabilities 

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

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

                                      F-10
<PAGE> 
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
        (A wholly owned subsidiary of Aetna Retirement Services, Inc.) 

            Notes to Consolidated Financial Statements (Continued) 

1. Summary of Significant Accounting Policies (Continued) 

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

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

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

Premiums, Charges Assessed Against Policyholders, Benefits and Expenses 

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

Separate Accounts 

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

                                      F-11
<PAGE> 
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
        (A wholly owned subsidiary of Aetna Retirement Services, Inc.) 

            Notes to Consolidated Financial Statements (Continued) 

1. Summary of Significant Accounting Policies (Continued) 

Federal Income Taxes 

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

2. Investments 

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

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

                                      F-12
<PAGE> 
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
        (A wholly owned subsidiary of Aetna Retirement Services, Inc.) 

            Notes to Consolidated Financial Statements (Continued) 

2. Investments (Continued) 

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

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

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

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

                                      F-13
<PAGE> 
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
        (A wholly owned subsidiary of Aetna Retirement Services, Inc.) 

            Notes to Consolidated Financial Statements (Continued) 

2. Investments (Continued) 

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

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

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

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

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

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

                                      F-14
<PAGE> 
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
        (A wholly owned subsidiary of Aetna Retirement Services, Inc.) 

            Notes to Consolidated Financial Statements (Continued) 

2. Investments (Continued) 

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

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

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

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

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

                                      F-15
<PAGE> 
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
        (A wholly owned subsidiary of Aetna Retirement Services, Inc.) 

            Notes to Consolidated Financial Statements (Continued) 

2. Investments (Continued) 

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

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

Investments in available for sale equity securities were as follows: 

                                       Gross       Gross 
                                    Unrealized  Unrealized     Fair 
                            Cost       Gains      Losses      Value 
                            -------   ---------   ---------   -------- 
                                           (millions) 
1995 
- ------ 
Equity Securities          $ 231.6     $27.2       $1.2       $ 257.6 
                            -------   ---------   ---------   -------- 

1994 
- ----- 
Equity Securities          $ 230.5     $ 6.5       $7.9       $ 229.1 
                            -------   ---------   ---------   -------- 

3. Capital Gains and Losses on Investment Operations 

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

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

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

                                      F-16
<PAGE> 
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
        (A wholly owned subsidiary of Aetna Retirement Services, Inc.) 

            Notes to Consolidated Financial Statements (Continued) 

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


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

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

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


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

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

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

                                       1995      1994      1993 
                                       ------   -------   ------- 
                                              (millions) 
Debt securities 
 Gross unrealized capital gains       $179.3   $   27.4   $164.3 
 Gross unrealized capital losses        (1.3)   (105.2)     -- 
                                       ------   -------   ------- 
                                       178.0     (77.8)    164.3 

                                      F-17
<PAGE> 
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
        (A wholly owned subsidiary of Aetna Retirement Services, Inc.) 

            Notes to Consolidated Financial Statements (Continued) 

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


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

Net unrealized capital gains (losses)        $132.5    $(189.0)  $114.5 
                                              ======   ========   ====== 

4. Net Investment Income 

Sources of net investment income were as follows: 

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

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

5. Dividend Restrictions and Shareholder's Equity 

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

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

                                      F-18
<PAGE> 
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
        (A wholly owned subsidiary of Aetna Retirement Services, Inc.) 

            Notes to Consolidated Financial Statements (Continued) 

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

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

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

6. Federal Income Taxes 

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

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

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

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

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

                                      F-19
<PAGE> 
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
        (A wholly owned subsidiary of Aetna Retirement Services, Inc.) 

            Notes to Consolidated Financial Statements (Continued) 

6. Federal Income Taxes (Continued) 

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

The tax effects of temporary differences that give rise to deferred tax 
assets and deferred tax liabilities at December 31 are presented below: 

                                                            1995     1994 
                                                           ------   ------- 
Deferred tax assets:                                          (millions) 
Insurance reserves                                         $290.4   $211.5 
Net unrealized capital losses                                --      136.3 
Unrealized gains allocable to experience-rated 
  contracts                                                 216.7     -- 
Investment losses not currently deductible                    7.3     15.5 
Postretirement benefits other than pensions                   7.7      8.4 
Other                                                        32.0     28.3 
                                                           ------   ------- 
Total gross assets                                          554.1    400.0 
Less valuation allowance                                     --      136.3 
                                                           ------   ------- 
Deferred tax assets, net of valuation                       554.1    263.7 

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

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

                                      F-20
<PAGE> 
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
        (A wholly owned subsidiary of Aetna Retirement Services, Inc.) 

            Notes to Consolidated Financial Statements (Continued) 

6. Federal Income Taxes (Continued) 

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

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

7. Benefit Plans 

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

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

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

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

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

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

                                      F-21
<PAGE> 
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
        (A wholly owned subsidiary of Aetna Retirement Services, Inc.) 

            Notes to Consolidated Financial Statements (Continued) 

7. Benefit Plans (Continued) 

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

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

8. Related Party Transactions 

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

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

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

                                      F-22
<PAGE> 
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
        (A wholly owned subsidiary of Aetna Retirement Services, Inc.) 

            Notes to Consolidated Financial Statements (Continued) 

8. Related Party Transactions (Continued) 

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

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

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

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

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

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

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

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

9. Reinsurance 

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

                                      F-23
<PAGE> 
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
        (A wholly owned subsidiary of Aetna Retirement Services, Inc.) 

            Notes to Consolidated Financial Statements (Continued) 

9. Reinsurance (Continued) 

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

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

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

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

10. Financial Instruments 

Estimated Fair Value 

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

                                      F-24
<PAGE> 
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
        (A wholly owned subsidiary of Aetna Retirement Services, Inc.) 

            Notes to Consolidated Financial Statements (Continued) 

10. Financial Instruments (Continued) 


                                           1995                   1994 
                                    -------------------   -------------------- 
                                    Carrying     Fair     Carrying     Fair 
                                     Value      Value      Value       Value 
                                    --------   --------   --------   --------- 
                                                    (millions) 

Assets: 
 Cash and cash equivalents         $   568.8  $   568.8  $   623.3   $   623.3 
 Short-term investments                 15.1       15.1       98.0        98.0 
 Debt securities                    12,720.8   12,720.8   10,191.4    10,191.4 
 Equity securities                     257.6      257.6      229.1       229.1 
 Limited partnership                   --         --          24.4        24.4 
 Mortgage loans                         21.2       21.9        9.9         9.9 
Liabilities: 
 Investment contract 
  liabilities: 
   With a fixed maturity               989.1    1,001.2      826.7       833.5 
   Without a fixed maturity          9,511.0    9,298.4    8,122.6     7,918.2 


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

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

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

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

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

                                      F-25
<PAGE> 
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
        (A wholly owned subsidiary of Aetna Retirement Services, Inc.) 

            Notes to Consolidated Financial Statements (Continued) 

10. Financial Instruments (Continued) 

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

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

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

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

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

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

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

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

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

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

11. Commitments and Contingent Liabilities 

Commitments 

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

                                      F-26
<PAGE> 
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
        (A wholly owned subsidiary of Aetna Retirement Services, Inc.) 

            Notes to Consolidated Financial Statements (Continued) 

11. Commitments and Contingent Liabilities (Continued) 

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

Litigation 

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

12. Segment Information 

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

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

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

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

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

 (Millions)                                      1995       1994       1993 
 -------------------------------------------   --------   --------   --------- 

Assets under management, at fair value: 
 Financial services                           $23,224.3  $17,785.2   $16,600.5 
 Life insurance                                 2,698.1    2,171.7     2,175.5 
 -------------------------------------------   --------   --------   --------- 
  Total assets under management               $25,922.4  $19,956.9   $18,776.0 
 -------------------------------------------   --------   --------   --------- 

                                      F-27
<PAGE> 





                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS



                           UNDERTAKING TO FILE REPORTS


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

                        UNDERTAKING PURSUANT TO RULE 484

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

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

REGISTRANT MAKES THE FOLLOWING REPRESENTATIONS:

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

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

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

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

The methodology used to support the representation made in paragraph (2) above
is based on an analysis of selected variable life insurance policies declared
effective by the Commission, which contain similar guarantees and are sold in
similar markets. Registrant undertakes to keep and make available to the
Commission upon request the documents used to support the representation in
paragraph (2) above and a memorandum setting forth the basis for the
representation in paragraph (3) above.


                CONTENTS OF POST-EFFECTIVE AMENDMENT NO. 5 TO
                             REGISTRATION STATEMENT

This Post-Effective Amendment No. 5 to Registration Statement No. 33-76018
comprises the following papers and documents:

    The facing sheet.
    One Variable Life Insurance (AetnaVest Plus) prospectus consisting of 81
    pages.
    The undertaking to file reports The undertaking pursuant to Rule 484
    Representations pursuant to Rule 6e-3(T) The signatures. Written consents of
    the following persons:
      A. Actuarial Opinion and Consent
      B. Consent of KPMG Peat Marwick LLP
      C. Consent of Counsel

    The following Exhibits:

      1. Exhibits required by paragraph A of instructions to exhibits for
         Form N-8B-2:
         (1)     Resolution establishing Variable Life Account B(1)
         (2)     Not applicable
         (3)(i)  Master General Agent Agreement(1)
         (3)(ii) Life Insurance General Agent Agreement(1)
         (3)(iii)Broker Agreement(1)
         (3)(iv) Life Insurance Broker-Dealer Agreement(1)
         (4)     Not applicable
         (5)(i)  Form of AetnaVest Plus Policy2
         (5)(ii) Term Rider to AetnaVest Plus Policy(2)
         (6)     Certificate of Incorporation and By-Laws of
                 Aetna Life
                 Insurance and Annuity Company, Depositor(3)
         (7)     Not applicable
<PAGE>

   
         (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, Investors Research Corporation
                 and TCI Portfolios, Inc. dated July 29, 1992 and amended
                 December 22, 1992 and June 1, 1994(4)
         (8)(v)  Fund Participation Agreement between Aetna Life Insurance and
                 Annuity Company and Scudder Variable Life Investment Fund
                 dated April 27, 1992, and amended February 19, 1993 and
                 August 13, 1993(4)
         (8)(vi) Fund Participation Agreement between Aetna Life Insurance and
                 Annuity Company, Investors Research Corporation and TCI
                 Portfolios, Inc. dated July 29, 1992 and amended December 22,
                 1992 and June 1, 1994(4)
         (9)     Not applicable
         (10)    Form of Application for AetnaVest Plus Policy (2)
    

      2.    Opinion of Counsel(5)
      3.    Not applicable
      4.    Not applicable
      5.    Not applicable
      6.    Copy of Power of Attorney(6)

      (27)  Financial Data Schedule

1. Incorporated by reference to Post-Effective Amendment No. 2 to
   Registration Statement on Form S-6 (File No. 33-76004), as filed
   electronically on February 16, 1996.
2. Incorporated by reference to Pre-Effective Amendment No. 1 to Registration
   Statement on Form S-6 (File No. 33-76018), as filed on April 25, 1994.
3. Incorporated by reference to Post-Effective Amendment No. 1 to
   Registration Statement on Form S-1 (File No. 33-60477), as filed
   electronically on April 15, 1996.
4. Incorporated by reference to Post-Effective Amendment No. 5 to
   Registration Statement on Form N-4 (File No. 33-75986), as filed
   electronically on April 12, 1996.
5. Incorporated by reference to Registrant's 24f-2 Notice for the fiscal year
   ended December 31, 1995, as filed electronically on February 29, 1996.
6. Incorporated by reference to Post-Effective Amendment No. 3 to
   Registration Statement on Form N-4 (File No. 33-75974), as filed
   electronically on April 9, 1996.  In addition, a certified copy of the
   resolution adopted by the Depositor's Board of Directors authorizing
   filings pursuant to a power of attorney as required by Rule 478 under the
   Securities Act of 1933 is incorporated by reference to Post-Effective
   Amendment No. 5 to Registration Statement on Form N-4 (File No. 33-75986),
   as filed electronically on April 12, 1996.



<PAGE>



                                   SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant, Variable Life Account B of Aetna Life Insurance and Annuity Company,
certifies that it meets the requirements of Securities Act Rule 485(b) for
effectiveness of this Post-Effective Amendment No. 5 to its Registration
Statement on Form S-6 (File No 33-76018) and, has duly caused this
Post-Effective Amendment No. 5 to its Registration Statement on Form S-6 (File
No. 33-76018) to be signed on its behalf by the undersigned, thereunto duly
authorized, and the seal of the Depositor to be hereunto affixed and attested,
all in the City of Hartford, and State of Connecticut, on this 26th day of
April, 1996.

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

(SEAL)

ATTEST: /s/ Susan E. Schechter
        ----------------------
        Susan E. Schechter
        Corporate Secretary

                                      By: AETNA LIFE INSURANCE AND ANNUITY
                                          COMPANY
                                             (Depositor)

                                       By: Daniel P. Kearney*
                                           ----------------------------------
                                           Daniel P. Kearney
                                           Principal Executive Officer


   Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 5 to the Registration Statement No. 33-76018 has
been signed below by the following persons in the capacities indicated and on
the dates indicated.

Signature                 Title                                           Date

Daniel P. Kearney*        Director and President                     )
- -------------------------


Christopher J. Burns*     Director                                   )April
- --------------------------                                           ) 26, 1996
Christopher J. Burns                                                 )

<PAGE>



Laura R. Estes*           Director                                   )
- -------------------------
Laura R. Estes                                                       )
                                                                     )
Timothy A. Holt*          Director                                   )
- -------------------------
Timothy A. Holt                                                      )
                                                                     )
Gail P. Johnson*           Director                                  )
- -------------------------
Gail P. Johnson                                                      )
                                                                     )
John Y. Kim*               Director                                  )
- -------------------------
John Y. Kim                                                          )
                                                                     )
Shaun P. Mathews*          Director                                  )
- -------------------------
Shaun P. Mathews                                                     )
                                                                     )
Glen Salow*                Director                                  )
- -------------------------
Glen Salow                                                           )
                                                                     )
Creed R. Terry*            Director                                  )
- -------------------------
Creed R. Terry                                                       )
                                                                     )
Eugene M Trovato*         Vice President and Treasurer, Corporate    )
- ------------------------- Controller
Eugene M. Trovato                                                    )


By:   /s/ Julie E. Rockmore
      ----------------------
     Julie E. Rockmore
     *Attorney-in-Fact



<PAGE>

a                151 Farmington Avenue           John B. Dinius
                 Hartford, CT  06156             Vice President and Actuary
                                                 Product Management, YFAC
                                                 Phone  860-275-2773
                                                 Fax   860-275-4749


April 24, 1996



Re:   AetnaVest Plus (File No. 33-76018)

Dear Sir or Madam:

This opinion is furnished in connection with registration by Aetna Life
Insurance and Annuity Company on Form S-6 of its flexible premium variable
universal life insurance product, (the "Policies") under the Securities Act of
1933. The prospectus included in the Registration Statement was prepared under
my direction, and I am familiar with the Registration Statement, as amended, and
Exhibits thereto.

In my opinion, the illustrations of benefits under the Policies included in the
prospectus under the caption "Illustrations of Death Benefits, Total Account,
Values and Surrender Values," based on the assumptions stated in the
illustrations, are consistent with the provisions of the respective forms of the
Policies. Also in my opinion, the age selected in the illustrations is
representative of the manner in which the Policies operate.

I hereby consent to use of this opinion as an exhibit to the Registration
Statement and to the reference to my name under the caption "Experts" in the
prospectus.

Very truly yours,

/s/ John B. Dinius

John B. Dinius
Vice President and Actuary



<PAGE>


                        Consent of Independent Auditors




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

We consent to the use of our reports dated February 6, 1996 and February 16,
1996 included herein and to the reference to our Firm under the heading
Independent Auditors in the Prospectus.

Our report dated February 6, 1996 refers to a change in 1993 in the Company's
method of accounting for certain investments in debt and equity securities.



                                                      /s/ KPMG Peat Marwick LLP

Hartford, Connecticut
April 26, 1996

<PAGE>




                    151 Farmington Avenue      Susan E. Bryant
                    Hartford, CT  06156        Counsel
                                               Law and Regulatory Affairs, RE4C
                                               (860) 273-7834
                                               Fax:  (860) 273-8340

April 25, 1996




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

Attention:  Filing Desk

      Re:  Variable Life Account B of Aetna Life Insurance and Annuity Company
           Post-Effective Amendment No. 5 to the Registration Statement on
           Form S-6
           File Nos. 33-76018 and 811-2512


Gentlemen:

As Counsel of Aetna Life Insurance and Annuity Company (the "Company"), I hereby
consent to the use of my opinion dated February 28, 1996 (incorporated herein by
reference to the 24f-2 Notice for the fiscal year ended December 31, 1995 filed
on behalf of Variable Life Account B of Aetna Life Insurance and Annuity Company
on February 29, 1996) as an exhibit to this Post-Effective Amendment No. 5 to
the Registration Statement on Form S-6 (File No. 33-76018) and to my being named
under the caption "Legal Matters" therein.

Very truly yours,

/s/ Susan E. Bryant

Susan E. Bryant
Counsel
Aetna Life Insurance and Annuity Company


<PAGE>


                             VARIABLE LIFE ACCOUNT B
                                  EXHIBIT INDEX


Exhibit No.  Exhibit                                                 Page

99-1.1       Resolution establishing Variable Life Account B              *

99-1.3(i)    Master General Agent Agreement                               *

99-1.3(ii)   Life Insurance General Agent Agreement                       *

99-1.3(iii)  Broker Agreement                                             *

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

99-1.5(i)    Form of AetnaVest Plus Policy                                *

99-1.5(ii)   Term Rider to AetnaVest Plus Policy                          *

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

   
99-1.8(i)    Fund Participation Agreement (Amended and Restated)          *
             between Aetna Life Insurance and Annuity Company, Alger
             American Fund and Fred Alger Management, Inc. dated as
             of March 31, 1995

99-1.8(ii)   Fund Participation Agreement between Aetna Life              *
             Insurance and Annuity Company and Fidelity Distributors
             Corporation (Variable Insurance Products Fund) dated
             February 1, 1994 and amended March 1, 1996

99-1.8(iii)  Fund Participation Agreement between Aetna Life              *
             Insurance and Annuity Company and Fidelity Distributors
             Corporation (Variable Insurance Products Fund II) dated
             February 1, 1994 and amended March 1, 1996
    

*Incorporated by reference


<PAGE>



Exhibit No.  Exhibit                                                    Page
- ----------   -------                                                    ----
   
99-1.8(iv)   Fund Participation Agreement between Aetna Life              *
             Insurance and Annuity Company and Janus Series dated
             April 19, 1994 and amended March 1, 1996
    

99-1.8(v)    Fund Participation Agreement between Aetna Life              *
             Insurance and Annuity Company and Scudder Variable
             Life Investment Fund dated April 27, 1992, and amended
             February 19, 1993 and August 13, 1993

99-1.8(vi)   Fund Participation Agreement between Aetna Life              *
             Insurance and Annuity Company, Investors Research
             Corporation and TCI Portfolios, Inc. dated July 29,
             1992 and amended December 22, 1992 and June 1, 1994

99-1.10      Form of Application for AetnaVest Plus Policy
                                                                          *

99-2         Opinion of Counsel                                           *

99-6         Copy of Power of Attorney                                    *

27           Financial Data Schedule
                                                                         ------

*Incorporated by reference


<TABLE> <S> <C>

<ARTICLE>                                            6
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               DEC-31-1995
<INVESTMENTS-AT-COST>                      122,124,205
<INVESTMENTS-AT-VALUE>                     126,515,779
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                             126,515,779
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                        126,515,779
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                                0
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                               126,515,779
<DIVIDEND-INCOME>                           12,965,237
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                             (1,149,801)
<NET-INVESTMENT-INCOME>                     11,815,436
<REALIZED-GAINS-CURRENT>                     2,834,499
<APPREC-INCREASE-CURRENT>                    8,789,705
<NET-CHANGE-FROM-OPS>                       23,448,640
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                              0
<NUMBER-OF-SHARES-REDEEMED>                          0
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                      46,547,064
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        


</TABLE>


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