VARIABLE LIFE ACCOUNT B OF AETNA LIFE INSURANCE & ANNUITY CO
497, 1996-07-19
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Variable Life Account B 

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

Prospectus Dated June 24, 1996 

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

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

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

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

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

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

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

                                                                             i 
<PAGE> 
Table of Contents 

Definitions                                                     iv 
Policy Summary                                                   1 
The Separate Account                                             1 
Charges & Fees                                                   2 
  Charges & Fees Assessed Against Premium                        2 
  Charges & Fees Assessed Against the Total Account Value        2 
  Charges & Fees Assessed Against the Separate Account           3 
  Charges Assessed Against the Underlying Funds                  4 
  Charges Deducted Upon Surrender                                5 
Allocation of Premiums                                           5 
  The Funds                                                      5 
  Fund Investment Advisers                                       7 
  Mixed and Shared Funding; Conflicts of Interest                7 
  Fund Additions, Deletions or Substitutions                     8 
  Fixed Account                                                  8 
Policy Choices                                                   8 
  Premium Payments                                               8 
  Guaranteed Death Benefit                                       9 
  No Lapse Coverage Provision                                   10 
  Death Benefit Options                                         10 
  Transfers and Allocations to Funding Options                  10 
  Telephone Transfers                                           11 
  Automated Transfers (Dollar Cost Averaging)                   11 
Policy Values                                                   12 
  Total Account Value                                           12 
  Accumulation Unit Value                                       12 
  Maturity Value                                                12 
  Surrender Value                                               12 
Policy Rights                                                   13 
  Full Surrenders                                               13 
  Partial Surrenders                                            13 
  Paid-Up Nonforfeiture Option                                  13 
  Grace Period                                                  14 
  Reinstatement of a Lapsed Policy                              14 
  Coverage Beyond Maturity                                      14 
  Right to Defer Payment                                        14 
  Policy Loans                                                  15 
  Policy Changes                                                15 
  Right of Policy Examination                                   16 
  Supplemental Benefits                                         17 
Death Benefit                                                   17 
Policy Settlement                                               17 
  Settlement Options                                            18 
Pension Plans                                                   18 
The Company                                                     19 
Directors & Officers                                            19 

ii
<PAGE> 
Additional Information                                           21 
  Reports to Policyowners                                        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 Policy                                     22 
  Independent Auditors                                           23 
Tax Matters                                                      23 
  General                                                        23 
  Federal Tax Status of the Company                              23 
  Life Insurance Qualification                                   23 
  General Rules                                                  24 
  Modified Endowment Contracts                                   24 
  Diversification Standards                                      25 
  Investor Control                                               25 
  Other Tax Considerations                                       25 
Miscellaneous Policy Provisions                                  26 
  The Policy                                                     26 
  Payment of Benefits                                            26 
  Suicide and Incontestability                                   26 
  Protection of Proceeds                                         27 
  Nonparticipation                                               27 
  Changes in Owner and Beneficiary; Assignment                   27 
  Misstatement as to Age and/or Sex                              27 
  Performance Reporting and Advertising                          27 
  Illustrations of Death Benefit, Total Account Values and 
  Surrender Values                                               28 
Financial Statements of the Separate Account                    S-1 
Financial Statements of the Company                             F-1 

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

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

                                                                             iii
<PAGE> 

Definitions 

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

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

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

Annuitant: A person who receives annuity payments. 

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

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

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

Company: Aetna Life Insurance and Annuity Company. 

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

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

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

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

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

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

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

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

iv 
<PAGE> 

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                                                             v
<PAGE> 

Planned Premiums: Premiums We agree to bill. 

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

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

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

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

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

Second Death: Death of the Surviving Insured. 

SEC: Securities and Exchange Commission. 

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

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

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

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

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

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

Surviving Insured: The Insured living after the first death. 

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

Valuation Date: Generally, a day on which the Total Account Value is 
determined. A Valuation Date is any day on which the New York Stock Exchange 
is open for trading. The Total Account Value will be determined as of the 
close of trading on the New York Stock Exchange. 

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

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

vi 
<PAGE> 

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

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

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

                                                                             vii
<PAGE> 












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<PAGE> 

Policy Summary 

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

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

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

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

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

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

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

The Separate Account 

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

Variable Life Account B was established pursuant to a June 18, 1986, 
resolution of the Board of Directors of the Company. Under Connecticut 
Insurance Law, the income, gains or losses of the Separate Account is 
credited without regard to the other income, gains or losses of the Company. 
These assets are held for the Company's variable life insurance policies. Any 
and all distributions made by the Funds with respect to shares held by the 
Separate Account will be reinvested in 

                                                                             1 
<PAGE> 

additional shares at net asset value. The assets maintained in the Separate 
Account will not be charged with any liabilities arising out of any other 
business conducted by the Company. The Company is, however, responsible for 
meeting the obligations of the Policy to the Policyowner. 

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

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

Charges & Fees 

Charges & Fees Assessed Against Premium 

Premium Load 

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

Charges & Fees Assessed Against the Total Account Value 

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

Transfers within Accounts 

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

Monthly Deductions 

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

Cost of Insurance 

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

2 
<PAGE> 

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

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

Policy Fee and Monthly Administrative Expense Charge 

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

Charges for Supplemental Benefits 

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

Charges & Fees Assessed Against the Separate Account 

Mortality and Expense Risk Charge 

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

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

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

                                                                             3 
<PAGE> 
Charges Assessed Against the Underlying Funds 

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

<TABLE>
<CAPTION>
                                                    Investment 
                                                 Advisory Fees(1)      Other Expenses         Total Fund 
                                                  (after expense       (after expense           Annual 
                                                  reimbursement)       reimbursement)          Expenses 
                                                ------------------   ------------------  ------------------- 
<S>                                                    <C>                  <C>                  <C>
Aetna Variable Fund(2)(3)                              0.25%                0.06%                0.31% 
Aetna Income Shares(2)(3)                              0.25%                0.08%                0.33% 
Aetna Variable Encore Fund(3)                          0.25%                0.10%                0.35% 
Aetna Investment Advisers Fund, Inc.(2)(3)             0.25%                0.08%                0.33% 
Aetna Ascent Variable Portfolio(2)(3)                  0.50%                0.15%                0.65% 
Aetna Crossroads Variable Portfolio(2)(3)              0.50%                0.15%                0.65% 
Aetna Legacy Variable Portfolio(2)(3)                  0.50%                0.15%                0.65% 
Alger American Small Cap Portfolio                     0.85%                0.07%                0.92% 
Fidelity VIP II Contrafund Portfolio(4)                0.61%                0.11%                0.72% 
Fidelity VIP Equity-Income Portfolio                   0.51%                0.10%                0.61% 
Janus Aspen Aggressive Growth Portfolio(5)             0.75%                0.11%                0.86% 
Janus Aspen Balanced Portfolio(5)                      0.82%                0.55%                1.37% 
Janus Aspen Growth Portfolio(5)                        0.65%                0.13%                0.78% 
Janus Aspen Short-Term Bond Portfolio(5)               0.00%                0.70%                0.70% 
Janus Aspen Worldwide Growth Portfolio(5)              0.68%                0.22%                0.90% 
Scudder International Portfolio Class A Shares         0.88%                0.20%                1.08% 
TCI Growth(6)                                          1.00%                0.00%                1.00% 
</TABLE>

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

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

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

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

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

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

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

4 
<PAGE> 

Charges Deducted Upon Surrender 

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

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

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

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

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

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

Surrender Charges on Full and Partial Surrenders 

All applicable surrender Charges are imposed on Full surrenders. 


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


Allocation of Premiums 

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

The Funds 

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

                                                                             5 
<PAGE> 

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

[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. 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 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 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 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--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] 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] 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 

6 
<PAGE> 

         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--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--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) 

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

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

Investment Advisers of the Funds: 

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

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

Some of the above Funds may use instruments known as derivatives as part of 
their investment strategies, as described in their respective prospectuses. 
The use of certain derivatives such as inverse floaters and principal only 
debt instruments may involve higher risk of volatility to a Fund. The use of 
leverage in connection with derivatives can also increase risk of losses. See 
the prospectus for the Fund 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; Conflicts of Interest 

Shares of the Funds are available to insurance company separate accounts 
which fund variable annuity contracts and variable life insurance policies, 
including the Policy described in this Prospectus. Because Fund shares are 
offered to separate accounts of both affiliated and unaffiliated insurance 
companies, it is conceivable that, in the future, it may 

                                                                             7 
<PAGE> 

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

Fund Additions, Deletions or Substitutions 

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

Fixed Account 

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

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

The Fixed Account is secured by the general assets of the Company. The 
general assets of the Company include all assets of the Company other than 
those held in separate accounts sponsored by the Company or its affiliates. 
The Company will invest the assets of the Fixed Account in those assets 
chosen by the Company, as allowed by applicable law. Investment income of 
such Fixed Account assets will be allocated by the Company between itself and 
those policies participating in the Fixed Account. 

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

Policy Choices 

Premium Payments 

The Policy is a flexible premium life insurance policy in that the 
Policyowner has the right to decide when to make premium payments and in what 
amounts. Your Policy provides various premium levels at which You may make 
payments. They are the Planned Premium, Basic Monthly Premium and the 
Guaranteed Death Benefit to the Younger Insured's Attained 

8 
<PAGE> 

Age 100 Premium. The amount of each of Your premium levels will be shown in 
Your Policy. Alternatively, You make any other premium payments You wish as 
Additional Premiums. (See Guaranteed Death Benefit) 

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

Planned Premiums are those premiums You request and We agree to bill on an 
annual, semiannual or quarterly basis. Pre-authorized automatic monthly check 
payments may also be arranged. Planned Premium due dates are measured from 
the Issue Date. The Planned Premium is also due on the Issue Date. You may 
request as Your Planned Premium for Your Policy the Basic Monthly Premium or 
the Guaranteed Death Benefit to the Younger Insured's Attained Age 100 
Premium. Currently, there is no minimum Planned Premium. 

You may increase Your Planned Premium at any time by submitting a Written 
Request to us or by paying Additional Premium. We may require evidence of 
insurability if the Additional Premium or the new Planned Premium during the 
current Policy Year would increase the difference between the Death Benefit 
and the Total Account Value. If satisfactory evidence of insurability is 
requested and not provided, We will refund the increase in premium without 
interest and without participation of such amounts in the Funds. 

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

At the time You apply for a Policy, if You have paid at least the amount 
equal to Your Basic Monthly Premium prior to the Issue Date and have answered 
favorably certain questions relating to each Insured's health, a temporary 
insurance agreement (where approved for use) in the amount applied for will 
be provided. 

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

The initial premium equal to at least your Basic Monthly Premium should be 
made by check or money order and made payable to the Company and given to the 
agent with Your application. 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. All Your premium payments, including 
Your first premium payment, will be allocated as You have directed, effective 
the Valuation Period when each payment is actually received in the Home 
Office. (See Right of Policy Examination) 

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

Guaranteed Death Benefit 

The Guaranteed Death Benefit provision assures that, the Policy will not 
lapse if certain premiums are paid when due. As long as there are no 
outstanding Policy Loans, have been no Partial Surrenders and all the 
Guaranteed Death Benefit premiums due since the Issue Date are paid on or 
before each Monthly Deduction Day, the Policy will not lapse even if the 
Surrender Value is insufficient to satisfy the current Monthly Deductions. If 
on a Monthly Deduction Day, all or part of the applicable Guaranteed Death 
Benefit premiums have not been paid, You will have 61 days from the Monthly 

                                                                             9 
<PAGE> 

Deduction Day to pay the amount of the applicable Guaranteed Death Benefit 
premiums due. Failure to do so will cause the corresponding Guaranteed Death 
benefit to terminate. The Guaranteed Death Benefit is available to the 
younger Insured's Attained Age 80 or to the younger Insured's Attained Age 
100. 

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

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

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

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

No Lapse Coverage Provision 

The Policy will not terminate within the 5-year period after its Issue Date 
or the Issue Date of any increase if sufficient premiums have been paid. The 
Policy will not terminate if on any Monthly Deduction Day within that period 
the sum of premiums paid within that period equals or exceeds (a) the sum of 
the Basic Monthly Premiums for each Policy Month from the start of the 
period, including the current month; plus (b) any Partial Surrenders; plus 
(c) any increase in the Loan Account Value since the start of the period. 

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

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

Death Benefit Options 

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

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

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

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

Transfers and Allocations to Funding Options 

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

10 
<PAGE> 

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

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

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

Telephone Transfers 

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

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

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

Automated Transfers (Dollar Cost Averaging) 

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

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

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

                                                                            11 
<PAGE> 

Policy Values 

Total Account Value 

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

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

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

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

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

Accumulation Unit Value 

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

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

Maturity Value 

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

Surrender Value 

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

12 
<PAGE> 

Policy Rights 

Full Surrenders 

By Written Request, You may surrender the Policy for its Full Surrender Value 
at any time before the Maturity Date while one or both Insureds is alive. All 
insurance coverage under the Policy will end on the date of the Full 
Surrender. The Full Surrender Value will equal (a) the Total Account Value on 
the date of surrender; less (b) the Surrender Charge; less (c) the Loan 
Account Value plus any accrued interest. We will require return of the 
Policy. (See Right to Defer Payment, Policy Settlement and Payment of 
Benefits) 

Partial Surrenders 

By Written Request, You may, at any time after the expiration of the Right of 
Policy Examination, partially surrender the Policy. A Partial Surrender 
Charge will be deducted from the amount of the Total Account Value which is 
surrendered. The minimum amount of any Partial Surrender after any Partial 
Surrender charge is applied is $500. We may also charge an administrative fee 
of $25. 

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

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

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

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

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

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

If, at the time of a Partial Surrender, Your Total Account Value is 
attributable to the Separate Account and the Fixed Account, the Surrender 
Charge, the transaction charge and the amount paid to You upon the Partial 
Surrender will be deducted from the Separate Account Value and the Fixed 
Account Value in the same proportion as these values bear to the sum of the 
Fixed Account Value and the Separate Account Value on the date of the 
deduction. This is accomplished by liquidating Accumulation Units and 
withdrawing the value of the liquidated Accumulation Units from each Variable 
Option in the same proportion as their respective values have to the sum of 
Your Fixed Account and Separate Account Values. (See Right to Defer Payment, 
Policy Changes and Payment of Benefits) 

Paid-Up Nonforfeiture Option 

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

The Surrender Value will be applied as a Net Single Premium to determine the 
Specified Amount of the paid-up insurance. The cost of the paid-up insurance 
will be based on the guaranteed maximum Cost of Insurance Rates in the Policy 
and 

                                                                            13 
<PAGE> 

an interest rate of 4.0% compounded annually. However, the Specified Amount 
of the paid-up insurance cannot exceed the Death Benefit under the Policy as 
of the effective date of the paid-up insurance. Any excess Surrender Value 
will be refunded to You. 

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

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

Grace Period 

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

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

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

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

Reinstatement of a Lapsed Policy 

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

- -- The Policy has not been fully surrendered. 

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

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

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

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

Coverage Beyond Maturity 

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

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

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

Coverage Beyond Maturity is not permitted in New York. 

Right to Defer Payment 

Payments of any Separate Account Value will be made within 7 days after Our 
receipt of Your Written Request. However, the Company reserves the right to 
suspend or postpone the date of any payment of any benefit or values for any 
Valuation Period (1) when the New York Stock Exchange is closed (except 
holidays or weekends); (2) when trading on the Exchange 

14 
<PAGE> 

is restricted; (3) when an emergency exists as determined by the SEC so that 
disposal of the securities held in the Funds is not reasonably practicable or 
it is not reasonably practicable to determine the value of the Funds' net 
assets; or (4) during any other period when the SEC, by order, so permits for 
the protection of security holders. For payment from the Separate Account in 
such instances, We may defer payment of Full Surrender and Partial Surrender 
Values, any Death Benefit in excess of the current Specified Amount, and any 
portion of the Loan Value. 

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

Policy Loans 

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

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

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

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

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

An outstanding loan amount will decrease the Surrender Value available under 
the Policy. For example, if a Policy has a Surrender Value of $10,000, You 
may take a loan of 90% or $9,000, leaving a new Surrender Value of $1,000. If 
a loan is not repaid, it will permanently decrease the Surrender Value which 
could cause the Policy to lapse. In addition, the Death Benefit will be 
decreased because of an outstanding Policy Loan. Furthermore, even if the 
loan is repaid, the amount of the Death Benefit and the Policy's Surrender 
Value may be permanently affected since the Loan Account Value is not 
credited with the investment experience of the Funds. 

Policy Changes 

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

Increase in Specified Amount 

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

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

                                                                            15 
<PAGE> 

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

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

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

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

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

Decrease in Specified Amount 

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

- -- We will not allow a decrease in the Specified Amount if the Specified 
   Amount would be reduced below the minimum Specified Amount of $250,000. 

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

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

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

- -- There will be no change in the Surrender Charge. 

Change in Death Benefit Option 

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

- -- We will not allow a change in the Death Benefit Option if the Specified 
   Amount will be reduced below the minimum Specified Amount of $250,000. 

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

- -- There will be no change in the Surrender Charge. 

- -- Evidence of insurability may be required. 

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

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

(See Surrender Charge and Right of Policy Examination) 

Right of Policy Examination 

The Policy has a free look period during which You may examine the Policy. If 
for any reason You are dissatisfied, it may be returned to Aetna or its 
representative within 45 days of Application, within 10 days of receipt of 
the Policy or 10 days after Aetna mails notice of right to cancel, whichever 
is latest. Return the Policy to Aetna, Individual Life Insurance, at 151 
Farmington Avenue, Hartford, Connecticut 06156. Upon its return, the Policy 
will be deemed void from its beginning. The amount refunded will be (a) the 
difference between payments made and amounts allocated to Variable Life 
Account B plus (b) the value of amount allocated to Variable Life Account B 
on the date the returned contract is 

16 
<PAGE> 

received by Aetna plus (c) any charges made under this Policy's terms on the 
amounts allocated to Variable Life Account B or (d) where required by State 
law, the entire payment made. 

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

Supplemental Benefits 

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

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

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

[bullet] Four Year Term Rider--provides non-participating term insurance for 
         the first four Policy Years. The benefit amount described in the 
         Policy increases the Policy's Death Benefit. 
         Other riders for supplemental benefits may become available under 
         the Policy from time to time. The charges for each of these riders 
         are illustrated in Your Policy. 

Death Benefit 

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

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

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

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

(See Right to Defer Payment and Policy Settlement) 

Policy Settlement 

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

A Written Request may be made to elect, change or revoke a Settlement Option 
before payments begin under any Settle- 

                                                                            17 
<PAGE> 

ment Option. This request will take effect upon its filing at our Home 
Office. If no Settlement Option has been elected by You when the Death 
Benefit becomes payable to the beneficiary, that beneficiary may make the 
election. 

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

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

Settlement Options 

The following Settlement Options are available under the Policy: 

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

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

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

Option 4 -- Life Income Based Upon the Lives of Two Payees -- an annuity will 
be paid during the joint lifetimes of two Annuitants. Payments will continue 
until both Annuitants have died. When this option is chosen, a choice must be 
made of: 

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

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

c) 50% of the payment to continue after the first death; 

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

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

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

Calculation of Settlement Option Values 

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

Pension Plans 

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

18 
<PAGE> 

The Company 

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

The Company is registered as a broker-dealer under the Securities Exchange 
Act of 1934 and is a member of the National Association of Securities 
Dealers. As such it serves as the principal underwriter for the securities 
offered hereunder and also acts as the principal underwriter for Variable 
Annuity Accounts B, C and G (separate accounts of the Company registered as 
unit investment trusts), and Variable Annuity Account I (a separate account 
of Aetna Insurance Company of America registered as a unit investment trust). 
Additionally, the Company is registered as an investment adviser under the 
Investment Advisers Act of 1940 and, as such, is the investment adviser for 
Aetna Variable Fund, Aetna Income Shares, Aetna Variable Encore Fund, Aetna 
Investment Advisers Fund, Inc., Series B of Aetna GET Fund, Aetna Series 
Fund, Inc. and Aetna Generation Portfolios, Inc. The Company is also the 
depositor of Variable Annuity Accounts B, C and G. 

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 Chairman,       President (since December 1993), Aetna Life 
                          Executive Committee (Principal          Insurance and Annuity Company; Executive 
                          Executive Officer)                      Vice 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 President      Senior Vice President, Sales & Service 
                                                                  (since February 1996), and Senior Vice 
                                                                  President, Life (March 1991--February 1996), 
                                                                  Aetna Life Insurance and Annuity Company. 

Laura R. Estes            Director and Senior Vice President      Senior Vice President, Manage/Design 
                                                                  Products 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 President and     Senior Vice President, Strategy & Finance, 
                          Chief Financial Officer                 and Chief Financial Officer (since February 
                                                                  1996), 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. 

                                                                            19 
<PAGE> 

Name and Address*                  Position with Company             Principal Occupation During Past 5 Years 
- -----------------------   -------------------------------------   -------------------------------------------- 
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      President (since December 1995), Aeltus 
                                                                  Investment Management, Inc.; Chief 
                                                                  Investment Officer (since May 1994), Aetna 
                                                                  Life and Casualty Company; Managing Director 
                                                                  (September 1993-- April 1994), Mitchell 
                                                                  Hutchins Institutional Investors (New York, 
                                                                  New York); Vice President and Senior 
                                                                  Portfolio Manager (October 1991-- August 
                                                                  1993), and Vice President, Investor 
                                                                  Relations (1990--1992), Aetna Life and 
                                                                  Casualty Company. 

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

Glen Salow                Director and Vice President             Vice President, Information Technology 
                                                                  (since February 1996), Vice President, 
                                                                  Information Technology, Investments and 
                                                                  Financial Services (February 1995--February 
                                                                  1996); Vice President, Investment Systems 
                                                                  (1992--1995), AIT--Aetna Life Insurance 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 General       Senior Vice President and General Counsel 
                          Counsel                                 (since April 1992), Vice President and 
                                                                  General Counsel (July 1990--April 1992), 
                                                                  Aetna Life and Casualty Company. 

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

20 
<PAGE> 

Name and Address*                  Position with Company             Principal Occupation During Past 5 Years 
- -----------------------   -------------------------------------   -------------------------------------------- 
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. 

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

* The address of all Directors and Officers listed is 151 Farmington Avenue, 
  Hartford, Connecticut. These individuals may also be directors and/or 
  officers of other affiliates of the Company. 

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

Additional Information 

Reports to Policyowners 

The Company will maintain all records relating to the Separate Account. At 
least once in each Policy Year, the Company will send You a statement 
containing the following information: 

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

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

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

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

Right to Instruct Voting of Fund Shares 

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

The votes will be cast at meetings of the shareholders of the Fund and will 
be based on instructions received from Poli- 

                                                                            21 
<PAGE> 

cyowners. However, if the Investment Company Act of 1940 or any regulations 
thereunder should be amended or if the present interpretation thereof should 
change, and as a result We determine that We are permitted to vote the shares 
of the Fund in our own right, We may elect to do so. 

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

Disregard of Voting Instructions 

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

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

State Regulation 

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

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

Legal Matters 

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

The Registration Statement 

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

Distribution of the Policy 

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

The Company may also contract with independent third party broker-dealers who 
will act as wholesalers by assisting 

22 
<PAGE> 

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

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

Independent Auditors 

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

Tax Matters 

General 

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

Federal Tax Status of the Company 

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

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

Life Insurance Qualification 

Section 7702 of the Code includes a definition of life insurance for tax 
purposes. The Secretary of the Treasury has been granted authority to 
prescribe regulations to carry out the purposes of this section, and proposed 
regulations governing mortality charges were issued in 1991. The Company 
believes that the Policy meets the statutory definition of life insurance. As 
such, and assuming the diversification standards of Section 817(h) (discussed 
below) are satisfied, then except in limited circumstances (a) death benefits 
paid under the Policy should generally be excluded from the gross income of 
the beneficiary for federal income tax purposes under Section 101(a)(1) of 
the Code, and (b) a Policyowner should not generally be taxed on the cash 
value under a Policy, including increments thereof, prior to actual receipt. 
The principal 

                                                                            23 
<PAGE> 

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

Modified Endowment Contracts 

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

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

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

24 
<PAGE> 

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

Diversification Standards 

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

Investor Control 

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

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

Other Tax Considerations 

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

                                                                            25 
<PAGE> 

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

Misc. Policy Provisions 

The Policy 

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

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

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

Payment of Benefits 

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

Suicide and Incontestability 

Suicide Exclusion 

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

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

2. the Separate Account Value; plus 

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

4. the sum of: 

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

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

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

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

2. the Monthly Deductions for the increase in coverage. 

26 

<PAGE> 
All amounts will be calculated as of the date of the suicide. 

Incontestability 

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

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

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

Protection of Proceeds 

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

Nonparticipation 

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

Changes in Owner and Beneficiary; Assignment 

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

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

Misstatement as to Age and/or Sex 

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

Performance Reporting and Advertising 

From time to time, the Company may report different types of historical 
performance for the Variable Options of the Separate Account available under 
the Policy. The Company may report the average annualized total returns of 
the Funds over various time periods. Such returns will reflect an annual 
reduction for investment management fees and fund expenses, but not 
deductions at the separate account or policy level for mortality and expense 
risk charges and policy expenses, which, if included, would reduce 
performance. The Company will accompany the returns of the Funds with at 
least one of the following: (i) returns of the variable options for the same 
periods as shown for the Funds, which will include, in addition to deduction 
for investment management fees and Fund expenses, deductions under the 
Separate Account for the mortality and expense risk charge of 0.85% (0.90% 
guaranteed), but not other charges under the policy; or (ii) an illustration 
of Total Account Value and Surrender Values as of the performance reporting 
date for hypothetical Insureds of a given age, sex, underwriting 
classification, premium level and policy amount. Such illustrations will 
assume for each Variable Option that 100% of each Net Premium was allocated 
to that option. The illustrations of the Surrender Value will assume that all 
Fund charges, the mortality and expense risk charge and all other Policy 
charges are deducted, including Premium Loads, Cost of Insurance charges, 
administrative charges, Policy fees and Surrender Charges. The illustrations 
of the Total Account Value will assume that all such charges except the 
Surrender Charge are deducted. 

                                                                            27 
<PAGE> 

We may also distribute sales literature that compares the percentage change 
in the net asset values of the Funds or in Accumulation Unit Values for any 
of the Variable Options to established market indices such as the Standard & 
Poor's 500 Stock Index and the Dow Jones Industrial Average or to the 
percentage change in values of other mutual funds or variable options that 
have investment objectives similar to the Fund or Variable Option being 
compared. 

Illustrations of Death Benefit, Total Account Values and Surrender Values 

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

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

The values shown in these illustrations vary according to assumptions used 
for charges and gross rates of investment returns. The actual investment 
returns experienced by the Policy and the charges deducted may be higher or 
lower than those illustrated. The charges reflected on the first page consist 
of the maximum allowable charges under the Policy, including 0.90% for 
mortality and expense risks in all Policy Years, 12.35% for Premium Loads, 
and 0.768% for expenses of the Funds. The charges reflected on the second 
page consist of the current charges imposed under the Policy, including 0.85% 
for mortality and expense risks in Policy Years 1 through 20 only, 12.35% for 
Premium Loads, and 0.768% for Fund expenses. The charge for Fund expenses 
reflected in the illustrations assumes that Total Account Values have been 
allocated equally among all funds and represent a fixed average of the 
investment advisory fees and other expenses charged by each of the Funds as 
of August 1, 1996. 

After deduction of these amounts, the illustrated gross annual investment 
rates of return of 0%, 6% and 12% correspond to approximate net annual rates 
of -1.618%, 4.382% and 10.382%, respectively, during the first 20 Policy 
Years, and -0.768%, 5.232% and 11.232%, respectively, thereafter on a current 
basis. On a guaranteed basis, the illustrated gross annual investment rates 
of return of 0%, 6% and 12% correspond to approximate net annual rates of 
- -1.668%, 4.332% and 10.332%, respectively. 

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

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

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

28 
<PAGE> 

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

<TABLE>
<CAPTION>
                   Premiums                Death Benefit 
                 Accumulated          Gross Annual Investment 
                      at                     Return of 
                 5% Interest      -------------------------------- 
Year               Per Year      Gross 0%   Gross 6%    Gross 12% 
 ------------   ---------------   --------   --------   ---------- 
<S>                 <C>           <C>        <C>         <C>
1                     2688        250000     250000      250000 
2                     5510        250000     250000      250000 
3                     8474        250000     250000      250000 
4                    11586        250000     250000      250000 
5                    14853        250000     250000      250000 

6                    18284        250000     250000      250000 
7                    21886        250000     250000      250000 
8                    25668        250000     250000      250000 
9                    29639        250000     250000      250000 
10                   33809        250000     250000      250000 

15                   58003        250000     250000      250000 
20                   88881        250000     250000      271699 
25                  128290        250000     250000      389975 
30                  178588        250000     250000      544401 

20 (Age 65)          88881        250000     250000      271699 
</TABLE>

<TABLE>
<CAPTION>
                      Total Account Value               Cash Surrender Value 
                  Annual Investment Return of       Annual Investment Return of 
                -------------------------------   -------------------------------- 
    Year        Gross 0%   Gross 6%   Gross 12%   Gross 0%   Gross 6%   Gross 12% 
 ------------   --------   --------   ---------   --------   --------   ---------- 
<S>              <C>        <C>        <C>         <C>        <C>         <C>
1                 1345       1455        1565        781        891         1001 
2                 3376       3704        4045       2777       3105         3446 
3                 5366       6043        6775       2060       2737         3469 
4                 7315       8476        9779       3369       4530         5833 
5                 9223      11005       13083       5519       7301         9379 

6                11087      13632       16717       7625      10170        13255 
7                12907      16359       20714       9687      13139        17494 
8                14681      19189       25107      11703      16211        22129 
9                16405      22121       29936      13669      19385        27200 
10               18077      25158       35241      15583      22664        32747 

15               25513      41905       70718      24228      40620        69433 
20               30737      61036      127500      30737      61036       127500 
25               31538      81211      216316      31538      81211       216316 
30               22917      99351      350502      22917      99351       350502 

20 (Age 65)      30737      61036      127500      30737      61036       127500 
</TABLE>


Assumes no Policy loan has been made. Current cost of insurance rates 
assumed. Maximum mortality and expense risk and administrative expense 
charges. 


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

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

Actual investment results may be more or less than those shown and will 
depend on a number of factors including the Policyowner's allocations, and 
the Fund's rates of return. The Total Account Value and Surrender Value for a 
Policy would be different from those shown if the actual investment rates of 
return averaged 0%, 6%, and 12% over a period of years, but fluctuated above 
or below those averages for individual Policy Years. No representations can 
be made that these rates of return will definitely be achieved for any one 
year or sustained over a period of time. 

                                                                            29 
<PAGE> 
                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
                         ON THE LIVES OF TWO INSUREDS 
              FEMALE AND MALE ISSUE AGE 45 SELECT NONSMOKER RISK 
                    $2,688 ANNUAL GUARANTEED DEATH BENEFIT 
                   TO THE YOUNGER INSURED'S AGE 100 PREMIUM 
                             FACE AMOUNT $250,000 
                            DEATH BENEFIT OPTION 1 

<TABLE>
<CAPTION>
                   Premiums                Death Benefit 
                 Accumulated          Gross Annual Investment 
                      at                     Return of 
                 5% Interest      -------------------------------- 
Year               Per Year      Gross 0%   Gross 6%    Gross 12% 
 ------------   ---------------   --------   --------   ---------- 
<S>                 <C>           <C>        <C>         <C>
1                     2688        250000     250000      250000 
2                     5510        250000     250000      250000 
3                     8474        250000     250000      250000 
4                    11586        250000     250000      250000 
5                    14853        250000     250000      250000 

6                    18284        250000     250000      250000 
7                    21886        250000     250000      250000 
8                    25668        250000     250000      250000 
9                    29639        250000     250000      250000 
10                   33809        250000     250000      250000 

15                   58003        250000     250000      250000 
20                   88881        250000     250000      289636 
25                  128290        250000     250000      432608 
30                  178588        250000     250000      627690 

20 (Age 65)          88881        250000     250000      289636 
</TABLE>

<TABLE>
<CAPTION>
                       Total Account Value                Cash Surrender Value 
                   Annual Investment Return of         Annual Investment Return of 
                ---------------------------------   --------------------------------- 
    Year         Gross 0%    Gross 6%   Gross 12%   Gross 0%    Gross 6%   Gross 12% 
 ------------   ----------   --------   ---------   ---------   --------   ---------- 
<S>               <C>         <C>        <C>          <C>        <C>         <C>
1                  1465         1579       1693         901        1015        1129 
2                  3615         3958       4315        3016        3359        3716 
3                  5723         6434       7202        2417        3128        3896 
4                  7789         9011      10382        3843        5065        6436 
5                  9812        11691      13881        6108        7987       10177 

6                 11792        14478      17733        8330       11016       14271 
7                 13726        17374      21971       10506       14154       18751 
8                 15613        20380      26633       12635       17402       23655 
9                 17450        23499      31761       14714       20763       29025 
10                19234        26731      37400       16740       24237       34906 

15                27219        44629      75205       25934       43344       73920 
20                32982        65270     135917       32982       65270      135917 
25                36007        91301     239964       36007       91301      239964 
30                29695       118957     404126       29695      118957      404126 

20 (Age 65)       32982        65270     135917       32982       65270      135917 
</TABLE>

Assumes no Policy loan has been made. Current cost of insurance rates 
assumed. Current mortality and expense risk and administrative expense 
charges. 

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

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

Actual investment results may be more or less than those shown and will 
depend on a number of factors including the Policyowner's allocations, and 
the Fund's rates of return. The Total Account Value and Surrender Value for a 
Policy would be different from those shown if the actual investment rates of 
return averaged 0%, 6%, and 12% over a period of years, but fluctuated above 
or below those averages for individual Policy Years. No representations can 
be made that these rates of return will definitely be achieved for any one 
year or sustained over a period of time. 

30 

<PAGE>


                              FINANCIAL STATEMENTS

                           VARIABLE LIFE ACCOUNT B

                                    Index

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

                                     S-1
<PAGE>
Variable Life Account B

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

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

Net assets represented by:

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

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

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

See Notes to Financial Statements.

                                     S-4
<PAGE>
Variable Life Account B
Statement of Operations--Three Month Period Ended March 31, 1996 (Unaudited)

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

                                     S-5
<PAGE>
Statements of Changes in Net Assets

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

See Notes to Financial Statements.

                                     S-6
<PAGE>
Notes to Financial Statements--March 31, 1996 (Unaudited)

1.  Summary of Significant Accounting Policies

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

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

    a. Valuation of Investments

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

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

    b. Other

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

    c. Federal Income Taxes

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

2.  Valuation Period Deductions

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

                                     S-7
<PAGE>
Notes to Financial Statements--March 31, 1996 (Unaudited) (continued)

3.  Dividend Distributions

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

4.  Purchases and Sales of Investments

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

5.  Estimates

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

                                     S-8
<PAGE>
Independent Auditors' Report

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

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

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

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

                                                         KPMG Peat Marwick LLP

Hartford, Connecticut
February 16, 1996

                                     S-9
<PAGE>
Variable Life Account B

Statement of Assets and Liabilities--December 31, 1995

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
                                                             ============

Net assets represented by:

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

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

                                     S-11
<PAGE>
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
                                                              ============
See Notes to Financial Statements.

                                     S-12
<PAGE>
Variable Life Account B
Statement of Operations--Year Ended December 31, 1995

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
                                                              ============
See Notes to Financial Statements.

                                     S-13
<PAGE>
Statements of Changes in Net Assets



                                                  Year Ended December 31,
                                                    1995           1994
                                                ------------   ------------

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
                                                ============   ============

See Notes to Financial Statements.

                                     S-14
<PAGE>
Notes to Financial Statements--December 31, 1995

1.  Summary of Significant Accounting Policies

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

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

    a. Valuation of Investments

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

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

    b. Other

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

    c. Federal Income Taxes

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

2.  Valuation Period Deductions

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

                                     S-15
<PAGE>
Notes to Financial Statements--December 31, 1995 (continued)

3.  Dividend Distributions

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

4.  Purchases and Sales of Investments

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

5.  Estimates

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

                                     S-16
<PAGE>
Variable Life Account B

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



                                                                   Increase
                                                                  (Decrease)
                                         Value at    Value at    in Value of
                                         Beginning      End      Accumulation
                                         of Period   of Period       Unit
                                         ---------   ---------   ------------

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

                                     S-17
<PAGE>
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)


1--Available for investment less than 1 year, contract commenced operations
   February 1995.

2--Available for investment less than 1 year, contract commenced operations
   May 1995.

3--Available for investment less than 1 year, contract commenced operations
   June 1995.

4--Available for investment less than 1 year, contract commenced operations
   July 1995.

5--Available for investment less than 1 year, contract commenced operations
   August 1995.

6--Available for investment less than 1 year, contract commenced operations
   October 1995.

                                     S-18
<PAGE>


                       CONSOLIDATED FINANCIAL STATEMENTS

          Aetna Life Insurance and Annuity Company and Subsidiaries

                                    Index

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

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

                        Consolidated Statements of Income
                                   (millions)
                                   (Unaudited)

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

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

Income before federal income taxes                   68.5     59.1

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

Net income                                         $ 48.5   $ 40.3
                                                    =====   ======

                                     F-2
<PAGE>
                          Consolidated Balance Sheets
                        (millions, except share data)

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

See Condensed notes to Consolidated Financial Statements.

                                     F-3
<PAGE>
           Consolidated Statements of Changes in Shareholder's Equity
                                   (millions)
                                   (Unaudited)

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

                                     F-4
<PAGE>
                      Consolidated Statements of Cash Flows

                                   (millions)
                                   (Unaudited)

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

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

                                     F-5
<PAGE>
               Consolidated Statements of Cash Flows (continued)

                                   (millions)
                                   (Unaudited)

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

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

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

Supplemental cash flow information:
Income taxes paid, net                             $  11.7       $   2.5
                                                  ==========   ===========

                                     F-6
<PAGE>
              Condensed Notes to Consolidated Financial Statements

                                   (Unaudited)

1.  Basis of Presentation

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

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

                                     F-7
<PAGE>
                          Independent Auditors' Report

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

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

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

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

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


                                                         KPMG Peat Marwick LLP



Hartford, Connecticut
February 6, 1996



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

                      Consolidated Statements of Income
                                  (millions)

                                              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
                                             =======   =======   ========

                                     F-9
<PAGE>
                          Consolidated Balance Sheets
                                  (millions)

                                                          December 31,
                                                      ----------------------
Assets                                                  1995        1994
 --------------------------------------------------   ---------   ----------
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
                                                      =========   ==========

                                     F-10
<PAGE>
           Consolidated Statements of Changes in Shareholder's Equity
                                   (millions)

                                             Years Ended December 31,
                                           ------------------------------
                                            1995       1994       1993
                                           --------   --------   --------
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
                                           ========   ========   ========

                                     F-11
<PAGE>
                     Consolidated Statements of Cash Flows

                                  (millions)

                                               Years Ended December 31,
                                           ----------------------------------
                                             1995        1994        1993
                                           ---------   ---------   ----------
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)
                                           ---------   ---------   ----------


                                     F-12
<PAGE>
               Consolidated Statements of Cash Flows (continued)

                                   (millions)

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

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

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

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

                                     F-13
<PAGE>
                   Notes to Consolidated Financial Statements

                      December 31, 1995, 1994, and 1993

1.  Summary of Significant Accounting Policies

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

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

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

    Basis of Presentation

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

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

    Accounting Changes

    Accounting for Certain Investments in Debt and Equity Securities

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

                                     F-14
<PAGE>
             Notes to Consolidated Financial Statements (Continued)

1.  Summary of Significant Accounting Policies (Continued)

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

    Use of Estimates

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

    Cash and Cash Equivalents

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

    Investments

    Debt Securities

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

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

    Equity Securities

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

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

                                     F-15
<PAGE>
             Notes to Consolidated Financial Statements (Continued)

1.  Summary of Significant Accounting Policies (Continued)

    Mortgage Loans and Policy Loans

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

    Limited Partnership

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

    Short-Term Investments

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

    Deferred Policy Acquisition Costs

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

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

    Insurance Reserve Liabilities

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

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

                                     F-16
<PAGE>
             Notes to Consolidated Financial Statements (Continued)

1.  Summary of Significant Accounting Policies (Continued)

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

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

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

    Premiums, Charges Assessed Against Policyholders, Benefits and Expenses

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

    Separate Accounts

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

                                     F-17
<PAGE>
             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:

                                            Gross       Gross
                              Amortized  Unrealized  Unrealized     Fair
                                Cost        Gains      Losses       Value
                              ---------   ---------   ---------   ---------
                                               (millions)
    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
                              =========   =========   =========   =========

                                     F-18
<PAGE>
             Notes to Consolidated Financial Statements (Continued)

2.  Investments (Continued)

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

                                            Gross       Gross
                              Amortized  Unrealized  Unrealized     Fair
                                Cost        Gains      Losses       Value
                              ---------   ---------   ---------   ---------
                                               (millions)
    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
                              =========   =========   =========   =========

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

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

                                     F-19
<PAGE>
             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-20
<PAGE>
             Notes to Consolidated Financial Statements (Continued)

2.  Investments (Continued)

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

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

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

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

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

                                     F-21
<PAGE>
             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-22
<PAGE>
             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-23
<PAGE>
             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-24
<PAGE>
             Notes to Consolidated Financial Statements (Continued)

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

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

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

6.  Federal Income Taxes

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

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

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

                                   1995     1994     1993
                                  ------   ------   -------
                                         (millions)

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

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

                                     F-25
<PAGE>
             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-26
<PAGE>
             Notes to Consolidated Financial Statements (Continued)

6.  Federal Income Taxes (Continued)

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

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

7.  Benefit Plans

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

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

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

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

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

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

                                     F-27
<PAGE>
             Notes to Consolidated Financial Statements (Continued)

7.  Benefit Plans (Continued)

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

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

8.  Related Party Transactions

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

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

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

                                     F-28
<PAGE>
             Notes to Consolidated Financial Statements (Continued)

8.  Related Party Transactions (Continued)

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

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

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

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

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

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

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

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

9.  Reinsurance

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

                                     F-29
<PAGE>
             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-30
<PAGE>
             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-31
<PAGE>
             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-32
<PAGE>
             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-33


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