VARIABLE LIFE ACCOUNT B OF AETNA LIFE INSURANCE & ANNUITY CO
497, 1996-05-07
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                    Variable Life
                    Account B



          [Arrow]   AetnaVest Plus

                    Flexible Premium
                    Variable Life Insurance Policy

                    Prospectus Dated:
                    May 1, 1996


                                      Plus

                                  [Aetna logo]
   A e t n a  L i f e  I n s u r a n c e  a n d  A n n u i t y  C o m p a n y


76018-2 Life

<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 

ii

<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 
                                                                             iii
<PAGE> 
Definitions 

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

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

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

Annuitant: A person who receives annuity payments. 

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

vi
<PAGE> 
Policy Summary 

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

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

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

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

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

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

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

The Separate Account 

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

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

                                                                               1
<PAGE> 
the Company's variable life insurance policies. Any and all distributions 
made by the Funds with respect to shares held by the Separate Account will be 
reinvested in additional shares at net asset value. The assets maintained in 
the Separate Account will not be charged with any liabilities arising out of 
any other business conducted by the Company. The Company is, however, 
responsible for meeting the obligations of the Policy to the Policyowner. 

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

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

Allocation of Premiums 

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

Fixed Account 

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

The Funds 

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

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

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

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

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


2
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

Investment Advisers of the Funds: 

  (1) Aetna Life Insurance and Annuity Company 
  (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
<PAGE> 
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.") 

                                                                               5
<PAGE> 
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. 

6
<PAGE> 
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
<PAGE> 
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. 

8
<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
<PAGE> 
Policy Values 

Total Account Value 

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

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

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

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

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

Accumulation Unit Value 

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

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

10
<PAGE> 
Maturity Value 

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

Cash Surrender Value 

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

Policy Rights 

Partial Surrenders 

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

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

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

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

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

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

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

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

No-Lapse Coverage Provision 

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

                                                                              11
<PAGE> 
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.

                                                                              13
<PAGE> 
Death Benefit Option Change: 

(bullet) 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>
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                  Death Benefit 
                    Accumulated           Gross Annual Investment 
                        at                       Return of 
                    5% 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 

                     Premiums                  Death Benefit 
                    Accumulated           Gross Annual Investment 
                        at                       Return of 
                    5% Interest       -------------------------------- 
Policy Year          Per Year         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                0     500000      500000 
25                    194727                0          0      500000 
30                    271070                0          0           0 

20 (Age 65)           134909                0     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             1894       2063        2234          0          0           0 
 2             3777       4238        4722        105        566        1050 
 3             5488       6362        7318       1816       2690        3646 
 4             7020       8424       10024       3348       4752        6352 
 5             8358      10402       12834       4686       6730        9162 

 6             9496      12284       15750       6161       8949       12415 
 7            10404      14033       18749       7436      11065       15781 
 8            11052      15610       21808       8451      13009       19207 
 9            11417      16978       24908       9183      14744       22674 
10            11459      18086       28010       9592      16219       26143 

15             5765      18023       42405       5734      17992       42374 
20                0       1420       49095          0       1420       49095 
25                0          0       29511          0          0       29511 
30                0          0           0          0          0           0 

20 (Age 65)       0       1420       49095          0       1420       49095 

(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                  Death Benefit 
                    Accumulated           Gross Annual Investment 
                        at                       Return of 
                    5% 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      628735 
30                    446469           500000     500000      986422 

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             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                  Death Benefit 
                    Accumulated           Gross Annual Investment 
                        at                       Return of 
                    5% Interest       -------------------------------- 
Policy Year          Per Year         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 
               Annual Investment Return of       Annual Investment Return of 
             -------------------------------   -------------------------------- 
Policy Year  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                  Death Benefit 
                    Accumulated           Gross Annual Investment 
                        at                       Return of 
                    5% Interest       -------------------------------- 
Policy Year          Per Year         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 
               Annual Investment Return of       Annual Investment Return of 
             -------------------------------   -------------------------------- 
Policy Year  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                  Death Benefit 
                    Accumulated           Gross Annual Investment 
                        at                       Return of 
                    5% Interest       -------------------------------- 
Policy Year          Per Year         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 
               Annual Investment Return of       Annual Investment Return of 
             -------------------------------   -------------------------------- 
Policy Year  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                  Death Benefit 
                    Accumulated           Gross Annual Investment 
                        at                       Return of 
                    5% Interest       -------------------------------- 
Policy Year          Per Year         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 
               Annual Investment Return of       Annual Investment Return of 
             -------------------------------   -------------------------------- 
Policy Year  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                  Death Benefit 
                    Accumulated           Gross Annual Investment 
                        at                       Return of 
                    5% Interest       -------------------------------- 
Policy Year          Per Year         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           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 
               Annual Investment Return of       Annual Investment Return of 
             -------------------------------   -------------------------------- 
Policy Year  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>
<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 
                                                                  Units         Value 
Policyholders' account values:                                  -----------   ----------- 
<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>

                                                                             Accumulation 
                                                                                 Unit 
                                                                  Units         Value 
Policyholders' account values:                                  -----------   ----------- 
    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>

                                                                             Accumulation 
                                                                                 Unit 
                                                                  Units         Value 
Policyholders' account values:                                  -----------   ----------- 
 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>
<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>
Variable Life Account B 

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)

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

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

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

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


See Notes to Consolidated Financial Statements.

                                      F-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 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 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. 

                                                     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>

Insurance products offered by:
Aetna Life Insurance and Annuity Company

Securities offered through:
Aetna Investment Services, Inc.
151 Farmington Avenue
Hartford, CT 06156

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http://www.aetna.com






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