VARIABLE LIFE ACCOUNT B OF AETNA LIFE INSURANCE & ANNUITY CO
485BPOS, 1996-04-29
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As filed with the Securities and Exchange          Registration No. 33-76004*
Commission on April 29, 1996                       Registration No. 811-4536

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

- ------------------------------------------------------------------------------
                  POST-EFFECTIVE AMENDMENT NO. 4 TO FORM S-6
              FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
                   OF SECURITIES OF UNIT INVESTMENT TRUSTS
                            REGISTERED ON FORM N-8B-2
- ------------------------------------------------------------------------------
     Variable Life Account B of Aetna Life Insurance and Annuity Company
                              (Exact Name of Trust)

                   Aetna Life Insurance and Annuity Company
                               (Name of Depositor)

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

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


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

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

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

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

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

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

*  Pursuant to Rule 429(a) under the Securities Act of 1933, Registrant has
   included a combined prospectus under this Registration Statement which
   includes all the information which would currently be required in a
   prospectus relating to the securities covered by Registration Statement No.
   33-02339.



<PAGE>

                             VARIABLE LIFE ACCOUNT B
                                       OF
                   AETNA LIFE INSURANCE AND ANNUITY COMPANY

                        Post-Effective Amendment No. 4 to
                       Registration Statement on Form S-6
                              Cross Reference Sheet



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

       2        Cover Page; Description of the Company and the Separate
                Accounts

       3        Not Applicable

       4        Not Applicable

       5        Description of the Company and the Separate Accounts

       6        Description of the Company and the Separate Accounts

       7        Not Applicable

       8        Financial Statements

       9        Legal Matters

      10        "What Choices Do You Make When You Buy a Policy?"; "What Charges
                or Deductions Are Made Under the Policy?"; "Right to Instruct
                Voting of Fund Shares"; "How Might Your Policy Lapse?"; "How is
                the Value of Your Policy Computed?"; "What is an Accumulation
                Unit, and How is it Calculated?"; "What is the Maturity Value of
                Your Policy?"; "Can You Borrow on Your Policy?"; "What is the
                "Free-Look Period"?"; "How will the Death Benefit be Paid?";
                "Settlement Options"; "Additional Information"; "Miscellaneous
                Contract Provisions"

      11        "What Choices Do You Make When You Buy a Policy?"

      12        Not Applicable

      13        "What Choices Do You Make When You Buy a Policy?"

      14        Miscellaneous Contract Provisions


<PAGE>


  Form N-8B-2
   Item No.                           Part I (Prospectus)
- -------------                         -------------------
      15        "What Choices Do You Make When You Buy a Policy?"

      16        "How is the Value of Your Policy Computed?"

      17        "What is the Cash Surrender Value of Your Policy?"; "When Does
                the Surrender Charge Apply?"

      18        "What Choices Do You Make When You Buy a Policy?"; "What is the
                Maturity Value of Your Policy?"; "What is the Cash Surrender
                Value of Your Policy?"; "Can You Borrow on Your Policy?"; "What
                is the "Free-Look Period"?"

      19        Reports to Policy Owners; Right to Instruct Voting of Fund
                Shares

      20        Not Applicable

      21        "Can You Borrow on Your Policy?"

      22        Not Applicable

      23        Additional Information

      24        Miscellaneous Contract Provisions

      25        The Company

      26        Not Applicable

      27        The Company

      28        The Company; Directors and Officers of the Company

      29        The Company

      30        Not Applicable

      31        Not Applicable

      32        Not Applicable

      33        Not Applicable

      34        Not Applicable


<PAGE>


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

      36        Not Applicable

      37        Not Applicable

      38        Additional Information

      39        Not Applicable

      40        Not Applicable

      41        Not Applicable

      42        Not Applicable

      43        Not Applicable

      44        "How is the Value of Your Policy Computed?"; "What is an
                Accumulation Unit, and How is it Calculated?"

      45        Not Applicable

      46        Illustrations of Death Benefits, Total Account Values and Cash
                Surrender Values for AetnaVest Policies; Illustrations of
                Death Benefits, Total Account Values and Cash Surrender Values
                for AetnaVest II Policies

      47        "What Choices Do You Make When You Buy a Policy?"; "How is the
                Value of Your Policy Computed?"

      48        Not Applicable

      49        Not Applicable

      50        Not Applicable



<PAGE>



      51        Not Applicable

      52        The Separate Account

      53        Tax Matters

      54        Not Applicable


<PAGE>







  Form N-8B-2
   Item No.                           Part I (Prospectus)
- --------------                        ------------------
      55        Not Applicable

      56        Not Applicable

      57        Not Applicable

      58        Not Applicable

      59        Financial Statements


<PAGE>

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

                           AetnaVest & AetnaVest II
              Flexible Premium Variable Life Insurance Policies
                           Variable Life Account B
                                  Prospectus
                              Dated: May 1, 1996

   This Prospectus describes two types of variable life insurance policies
issued by Aetna Life Insurance and Annuity Company ("the Company" or "we"):
AetnaVest and AetnaVest II. These policies are intended to provide life
insurance benefits, and are designed to allow flexible premium payments, a
choice of underlying funding options, and a choice of two death benefit options.
Your policy value will vary with the investment performance of the underlying
funding options you choose. The amount of death benefit payable by the Company
upon the death of the Insured may also increase or decrease depending on the
investment performance of the underlying funding options. Policy values may be
used to continue your policy in force, may be borrowed with certain limits, and
may be fully or partially surrendered (subject to a surrender charge).

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

   The Policies have a Free-Look Period during which you may return them to
our Home Office for a refund. The refund may be more or less than the
premiums paid. (See "What Is the Free-Look Period?")

   
   The following funding options are available under the Policies: Under the
variable portion of the Policies, the Company offers seventeen open-end
management investment companies (commonly called mutual funds), each with a
different investment objective: Aetna Variable Fund; Aetna Income Shares; Aetna
Variable Encore Fund; Aetna Investment Advisers Fund, Inc.; Aetna Generation
Portfolios, Inc.--Aetna Ascent Variable Portfolio, Aetna Crossroads Variable
Portfolio, and Aetna Legacy Variable Portfolio; Alger American Fund--Alger
American Small Capitalization Portfolio; Fidelity's Variable Insurance Products
Fund II--Contrafund Portfolio; Fidelity's Variable Insurance Products
Fund--Equity-Income Portfolio; Janus Aspen Series--Growth Portfolio, Aggressive
Growth Portfolio, Worldwide Growth Portfolio, Balanced Portfolio and Short-Term
Bond Portfolio; Scudder Variable Life Investment Fund--International Portfolio
Class A Shares; and TCI Portfolios, Inc.--TCI Growth (collectively, the
"Funds"). The fixed interest option offered under these Policies is the Fixed
Account. Amounts held in the Fixed Account are guaranteed and will earn a
minimum interest rate of 4.5%. Unless specifically mentioned, this Prospectus
only describes the variable investment options.

   Not all Funds may be available under all Policies or in all jurisdictions.
    

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

   This entire Prospectus, and those of the Funds, should be read carefully to
understand the Policies being offered.

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

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

<PAGE>
TABLE OF CONTENTS

                                                     Page
                                                   -------
Definitions                                            3
Summary of Charges and Fees for
  AetnaVest and AetnaVest II                           5
What Choices Do You Make When You
  Buy a Policy?                                        6
  Death Benefit Options                                6
  Premiums                                             6
  Premium Allocation                                   7
Mixed and Shared Funding                               9
What Happens When Your Premium
  Payment is Made?                                     9
How Is the Value of Your Policy Computed?              9
What Is an Accumulation Unit, and
  How Is It Calculated?                                9
Can You Make Transfers Among the
  Funding Options?                                    10
Automated Transfers                                   10
What Is the Maturity Value of Your Policy?            11
What Is the Cash Surrender Value of
  Your Policy?                                        11
What Charges or Deductions Are Made
  Under the Policy?                                   11
When Does the Surrender Charge Apply?                 15
Full Surrenders                                       15
Partial Surrenders                                    15
How Might Your Policy Lapse?
  What Effect Does a Lapse Have?                      15
If the Policy Has Lapsed, Can You
  Reinstate the Policy?                               16
Can You Borrow on Your Policy?                        16
Can You Change the Amount of Your Insurance
  Coverage?                                           16
What Is the "Free-Look Period"?                       17
Can You Exchange Your Policy?                         17
How Will the Death Benefit Be Paid?                   17
Settlement Options
 When Do Payments Under a Settlement  Option
  Occur?                                              18
 What Are the Settlement Options?                     18
 How Will Your Variable Settlement
   Option Payments Be Calculated?                     19
Description of the Company and the
  Separate Accounts
  The Company                                         20
  The Separate Account                                20
Directors and Officers of the Company                 21
Reports to Policy Owners                              23
Right to Instruct Voting of Fund Shares               23
Disregard of Voting Instructions                      24
State Regulation                                      24
Legal Matters                                         24
Additional Information
  The Registration Statement                          24
  Distribution of the Policies                        24
  Records and Accounts                                25
  Independent Auditors                                25
Tax Matters
  General                                             25
  Federal Tax Status of the Company                   25
  Life Insurance Qualification                        25
  General Rules                                       26
  Modified Endowment Contracts                        26
  Diversification Standards                           27
  Investor Control                                    27
  Other Tax Considerations                            27
Miscellaneous Contract Provisions
  The Contract                                        27
  Payment of Benefits                                 28
  Age and Sex                                         28
  Incontestability                                    28
  Suicide                                             28
  Protection of Proceeds                              28
  Non-Participation                                   28
  Coverage Beyond Maturity                            28
Appendix A--Illustrations of Death Benefit,
  Total Account Values and Cash Surrender Values
  for AetnaVest Policies                              29
Appendix B--Illustrations of Death Benefit,
  Total Account Values, and Cash Surrender
  Values for AetnaVest II Policies                    34
Financial Statements of the Separate Account         S-1
Financial Statements of the Company                  F-1

2
<PAGE>
DEFINITIONS

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

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

AetnaVest: Flexible premium variable life insurance policy with Policy Form
number 38899 (with suffix variations).

AetnaVest II: Flexible premium variable life insurance policy with Policy Form
number 38899-90 (with suffix variations).

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

Annuitant: A person on whose life annuity pay- ments are based and who may be
entitled to receive such payment.

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

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

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

Cost of Insurance: The portion of the Monthly Deduction attributable to the
basic insurance coverage, not including riders, supplemental benefits or monthly
expense charges. The Cost of Insurance Rate is stated per $1,000 of Amount at
Risk.

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

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

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

Fixed Account Value: The portion of the Total Account Value, other than the
Loan Account Value, held in the Company's General Account.

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

General Account: The Company's general asset account, in which assets
attributable to the non- variable portion of Policies are held. Grace Period:
The 61-day period following the notification that the Policy's cash surrender
value is insufficient to cover the current Monthly Deduction. The Policy will
lapse without value at the end of the 61-day period unless a sufficient payment
(described in the notification letter) is received by the Company.

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

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

Issue Age: The age of the Insured on the nearest birthday on or prior to the
Issue Date.

Issue Date: The date on which the Policy, the benefits and provisions of the
Policy become effective.

Loan Account Value: The sum of all unpaid loans. The amount necessary to
repay all loans in full is the Loan Account Value plus any accrued interest.
Such interest is payable in order to discharge any policy indebtedness.

Maturity Date: The Issue Date anniversary after the insured reaches age 95 (for
AetnaVest Policies) or 100 (for AetnaVest II Policies) and the Policy is
considered matured.

Maturity Value: The Total Account Value on the Maturity Date, less the amount
necessary to repay any loans in full.

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

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

                                                                             3
<PAGE>
Policy: The AetnaVest and AetnaVest II life insurance contracts described in
this Prospectus, under which flexible premium payments are permitted and the
death benefit and contract values may vary with the investment performance of
the funding option(s) selected. The term Policy, whenever used in this
Prospectus, includes the individual Certificates issued under group multiple
employer trust plans. These Certificates contain all of the provisions of the
individual variable life insurance policies as described in this Prospectus.

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

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

Separate Account: Variable Life Account B is a Separate Account of the Company
established for the purpose of segregating assets attributable to the variable
portion of life insurance contracts from other assets of the Company. It is
organized as a unit investment trust ("Separate Account" also includes Variable
Annuity Account B when referring to a Settlement Option).

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

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

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

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

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

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

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

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

4
<PAGE>
SUMMARY OF CHARGES AND FEES
FOR AETNAVEST AND AETNAVEST II*

Premium Load

   AetnaVest: A deduction of 2.50% of premiums paid (2.35% for California
residents) will be made to cover applicable premium taxes.

   AetnaVest II: A deduction of not more than 6% of premiums paid (currently
3.5%) will be made to cover average applicable premium taxes and other expenses.

Charges and fees assessed against the Total Account Value A Monthly Deduction is
made from the Total Account Value. The Monthly Deduction includes the Cost of
Insurance and any charges for supplemental riders or benefits. The Cost of
Insurance depends on the attained age, premium class of the Insured, and in most
states, sex, as well as the Specified Amount.

   The Monthly Deduction also includes a monthly administrative expense charge.
For AetnaVest Policies, this charge ranges from $0 to $5 per month. For
AetnaVest II Policies, this monthly charge is $20 during the first Policy Year
and $5 during subsequent Policy Years.

Charges and fees associated with the Separate Account We deduct a daily charge
from the assets of the Separate Account for mortality and expense risks assumed
by us. This charge is currently equal to an annual rate of 0.70% of average
daily net assets of the Separate Account. The mortality and expense risk charge
is assessed to compensate the Company for assuming certain mortality and expense
risks under the Policies. The Company reserves the right to increase the
mortality and expense risk charge if it believes that circumstances have changed
so that current charges are no longer adequate. In no event will the charge
exceed 0.90% of average daily net assets on an annual basis.

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

   We deduct a daily administrative charge equal to an annual rate of 0.30% of
the average daily net assets of the Separate Account (guaranteed not to exceed
0.30% for AetnaVest and 0.50% for AetnaVest II). The administrative charge is
assessed to reimburse us for the expenses associated with administration and
maintenance of the Policies.

   Other Fund Expenses may apply. Please refer to Appendix C for a chart
illustrating each Fund's Expenses.

Surrender Charge

   
If you surrender all or a portion of your Policy values during the first 10
years (15 years for AetnaVest II), a surrender charge will be made. This charge
is imposed in part as a deferred sales charge and in part to enable the Company
to recover certain first-year administrative costs. The Surrender Charge is
based on the Specified Amount, and also depends on the Insured's Issue Age and
sex. (For AetnaVest II Policies issued in Massachusetts and Montana, the
Surrender Charge will not be based on sex.) Once determined, the Surrender
Charge will remain the same for 5 years following the Issue Date. Thereafter, it
declines monthly so that 10 years for AetnaVest (15 years for AetnaVest II)
after the Issue Date (assuming no increases in the Specified Amount) the
Surrender Charge will be zero.
    

   If a partial surrender is made, there will be an additional transaction
charge of $25 or 2% of the amount of the net surrender payment, whichever is
less. The charge will be made against the Total Account Value.

* For a complete explanation of the charges, see "What Charges or Deductions
Are Made Under the Policy?"

                                                                             5
<PAGE>
WHAT CHOICES DO YOU MAKE WHEN YOU BUY A POLICY?

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

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

2.The amount of premium you intend to pay; and

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

   Each of these choices is described in detail below.

Death Benefit Options

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

   Option 1 generally provides a level Death Benefit. Under Option 1, the Death
Benefit will be the higher of the Specified Amount (a minimum of $100,000), or
the applicable percentage of the Total Account Value. The percentage is 250%
through age 40 and decreases yearly to 100% at age 95 for AetnaVest Policies
(100 for AetnaVest II Policies).

   Option 2 provides a varying Death Benefit which increases or decreases over
time, depending on the amount of premium paid and the investment performance of
the underlying funding options selected. Under Option 2, the Death Benefit will
be the higher of either the Specified Amount plus the Total Account Value; or
the applicable percentage (described above) of the Total Account Value.

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

Premiums

At the time you purchase a Policy, you also choose the amount of premium you
will pay. You may vary premium payments to some extent and still keep your
Policy in force. To understand how this works, there are three terms you should
be familiar with. These are: Basic Premium, Planned Premiums, and Additional
Premiums.

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

   Your Basic Premiums are not current if your actual premiums paid, minus loans
and minus partial surrenders, are less than the Basic Premium (expressed as a
monthly amount) times the number of months the Policy has been in force.

   After the first two Policy Years, as long as the Policy's Cash Surrender
Value is greater than the Monthly Deduction, your Policy will not lapse.

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

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

   Payment of Basic Premiums, Planned Premiums or Additional Premiums in any
amount will not, except as noted above, guarantee that your Policy will
remain in force. Conversely, failure to pay Planned Premiums or Additional
Premiums will not necessarily cause your Policy to lapse. (See "How Might
Your Policy Lapse? What Effect Does a Lapse Have?")

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

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

2.No premiums can be accepted if they would disqualify the Policy as a "life
  insurance policy" under federal tax laws;

6
<PAGE>
3.When there is an outstanding loan, all premiums paid in excess of the Basic
  Premium will be considered repayment of the Loan Account Value (this is true
  in all states for AetnaVest Policies and in all states except Texas for
  AetnaVest II Policies).

   Under limited circumstances, we may backdate a Policy, upon request, by
assigning an Issue Date earlier than the date the application is signed but no
earlier than six months prior to state approval of the Policy. Backdating may be
desirable, for example, so that you can purchase a particular Policy Specified
Amount for lower cost of insurance rates, based on a younger insurance age. For
a backdated Policy, you must pay the minimum premium payable for the period
between the Issue Date and the date the initial premium is credited to the
Separate Account. Backdating your Policy will not affect the date on which your
premium payments are credited to the Separate Account and your policy is
credited with Accumulation Units. Your Policy cannot be credited with
Accumulation Units until your net premium is actually deposited in the Separate
Account. See "How is the Value of Your Policy Computed?" in this Prospectus.

Premium Allocation

The third choice you make when you purchase a Policy is deciding how your
premiums will be allocated to the variable investment options. Allocations
must be in whole percentages.

   You may allocate all or a part of your premiums to the Fixed Account, which
will be credited with interest at a rate determined by us from time to time, but
guaranteed to be at least 4.5%. The interest rate credited to each premium
payment will depend on the date the payment is received at our Home Office.

   Credited interest rates reflect the Company's return on the Fixed Account
invested assets and the amortization of any realized gains and/or losses which
the Company may incur on these assets.

   
   You may also allocate all or a portion of your premiums to the Separate
Account and direct that they be invested in one or more of the Funds. Not all
Funds may be available under all Policies or in all jurisdictions. The
investment results of the Funds, whose objectives are described below, are
likely to differ significantly. You should consider carefully and on a
continuing basis which Fund or combination of Funds is best suited to your
long-term investment objectives. Except where otherwise noted, all of the Funds
are diversified, as defined in the Investment Company Act of 1940, as amended.
    

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

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

(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
         the Fund is neither insured nor guaranteed by the U.S. Government.

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

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

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

(bullet) Aetna Generation Portfolios, Inc.--Aetna Legacy Variable Portfolio
         seeks to provide total return consistent with preservation of capital
         by allocating its investments among equities and fixed income
         securities. Aetna Legacy Variable

                                                                             7
<PAGE>
Portfolio is managed for investors who generally have an investment horizon
exceeding five years and who have a low level of risk tolerance.
   
(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.
    
(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.

(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.

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

(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.

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

(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.

(bullet) Janus Aspen Series--Worldwide Growth Portfolio seeks long-term growth
         of capital in a manner consistent with the preservation of capital. The
         Portfolio pursues its investment objective primarily through
         investments in common stocks of foreign and domestic issuers.
    
(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.
   
(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.
    
   Some of the above Funds may use instruments known as derivatives as part of
their investment strategies, as described in their respective prospectuses. The
use of certain derivatives such as inverse floaters and principal only debt
instruments may involve higher risk of volatility to a Fund. The use of leverage
in connection with derivatives can also increase risk of losses. See the
prospectuses for the Funds for a discussion of the risks associated with an
investment in those funds. You should refer to the accompanying prospectuses of
the Funds for more complete information about their investment policies and 
restrictions. 

8
<PAGE>
MIXED AND SHARED FUNDING
Shares of the Funds are available to insurance company separate accounts which
fund variable annuity contracts and variable life insurance policies, including
the Policies described in this Prospectus. Because Fund shares are offered to
separate accounts of both affiliated and unaffiliated insurance companies, it is
conceivable that, in the future, it may not be advantageous for variable life
insurance separate accounts and variable annuity separate accounts to invest in
these Funds simultaneously, since the interests of such Policy Owners or
contractholders may differ. Although neither the Company nor the Funds currently
foresees any such disadvantages either to variable life insurance or to variable
annuity Policyholders, each Fund's Board of Trustees/Directors has agreed to
monitor events in order to identify any material irreconcilable conflicts which
may possibly arise and to determine what action, if any, should be taken in
response thereto. If such a conflict were to occur, one of the separate accounts
might withdraw its investment in a Fund. This might force that Fund to sell
portfolio securities at disadvantageous prices.

WHAT HAPPENS WHEN YOUR PREMIUM PAYMENT IS MADE?
If you make a sufficient premium payment when you apply for a Policy, and have
answered favorably certain questions relating to the Insured's health, a
"temporary insurance agreement" in the amount applied for (subject to stated
maximums) will be provided.

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

   You may reallocate your future premium payments at any time, up to four times
per year, free of charge. After four times, a $10 charge is imposed on each
subsequent change in order to reimburse us for costs associated with allocation
changes. Any reallocation will apply to premium payments made after you have
received written verification from us.

HOW IS THE VALUE OF YOUR POLICY COMPUTED?
Once your Policy has been issued, each premium payment allocated to a variable
funding option of the Separate Account will be credited to your Policy in the
form of Accumulation Units of the funding option based on that funding option's
Accumulation Unit Value. Each premium payment will be credited to your Policy as
of the Valuation Date it is received by us at our Home Office. The number of
Accumulation Units credited is determined by dividing the net premium (the
premium less the Premium Load) by the value of an Accumulation Unit next
computed after we receive the premium. Shares of the Funds are purchased by the
Separate Account at the net asset value next determined by the Fund following
receipt of the Net Premium Payment by the Separate Account, which will be no
later than one business day following the purchase of the Accumulation Units
attributable to the Funds. Since each Fund has a unique Accumulation Unit Value,
a Policy Owner who has elected a combination of funding options will have
Accumulation Units credited to each funding option.

   The value of your Policy is determined by: (a) multiplying the total number
of Accumulation Units credited to the Policy for each funding option,
respectively, by the appropriate current Accumulation Unit Value; and (b) if you
have elected a combination of funding options, totalling the resulting values
for each portion of the Policy; and (c) adding any Fixed Account or Loan Account
Value.

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

   Fixed Account Values will reflect amounts allocated to the General Account
through either payment of premiums or transfers from the Separate Account. There
is no assurance that the Separate Account Value of the Policy will equal or
exceed the 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, and your Total
Account Value.

WHAT IS AN ACCUMULATION UNIT, AND HOW IS IT CALCULATED? An Accumulation Unit is
the measure of the net investment result of each variable funding option. The
Accumulation Units are used to calculate the value of the variable portion of
your Policy (prior to the election of a Settlement Option). Accumulation Units
are val-

                                                                             9
<PAGE>
ued at the end of each business day, whenever the New York Stock Exchange is
open. A Valuation Period is the period of time from the end of one such business
day to the end of the next. The value of an Accumulation Unit for any Valuation
Period is determined by multiplying the value of an Accumulation Unit for the
immediately preceding Valuation Period by the net investment factor for the
current period for the appropriate Fund. The net investment factor equals the
net investment rate plus 1.0000000. The net investment rate is determined
separately for each Fund as follows:

   The net investment rate equals (a) the net assets of the Fund held in the
Separate Account at the end of a Valuation Period, minus (b) the net assets of
the Fund held in the Separate Account at the beginning of that Valuation Period,
plus or minus (c) taxes or provisions for taxes, if any, attributable to the
operation of the Separate Account divided by (d) the value of the Accumulation
Units held by the Separate Account at the beginning of the Valuation Period,
minus (e) a daily charge at an annual rate not to exceed 0.90% of the value of
the Fund shares held in the Separate Account for mortality and expense risks and
no more than 0.50% (0.30% for AetnaVest) of the value of the Fund shares held in
the Separate Account for the Company's administrative expenses attributable to
Policies funded through the Separate Account. The current charge for mortality
and expense risks is 0.70% per year, and the current administrative expense
charge is 0.30% per year.

CAN YOU MAKE TRANSFERS AMONG THE FUNDING OPTIONS?

   
You may elect to transfer your accumulated Separate Account Value among any of
the Funds, or from any of the Funds to the Fixed Account. Within the 45 days
after your Policy's anniversary, you may also transfer a portion of the Fixed
Account Value to one or more Funds. This type of transfer is allowed only once
in the 45-day period and will be effective on the Valuation Date that your
request is received in good order at our Home Office. The amount of such
transfer cannot exceed the greater of (1) 25% of the Fixed Account Value, or (2)
$500. If the Fixed Account Value is less than or equal to $500, you may transfer
all or a portion of the Fixed Account Value. We may increase this limit from
time to time. The first four transfers in any one Policy Year are made free of
charge. Each additional transfer will be subject to a $10 charge.

   Any transfer among the Funds or to the Fixed Account will result in the
crediting and cancellation of Accumulation Units based on the Accumulation Unit
values next determined after a written request is received by us at our Home
Office. We reserve the right to limit the total number of Funds you may elect to
15 over the lifetime of the Policy.
    
   For AetnaVest II Policies, we will waive the $10 charge if you are changing
your allocation so that 100% of the existing Separate Account Value and all
future allocations are credited to the Fixed Account.

   If you contemplate the transfer of assets, you should consider the risks
inherent in a shift from one funding option to another. In general, frequent
transfers based on short-term expectations will tend to accentuate the danger
that a transfer will be made at an inopportune time.

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

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

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

10
<PAGE>
before electing to participate in the Dollar Cost Averaging Program.

WHAT IS THE MATURITY VALUE OF YOUR POLICY?
The Maturity Value of the Policy is the Total Account Value on the Maturity
Date, less the amount necessary to repay any loans in full.

WHAT IS THE CASH SURRENDER VALUE OF YOUR POLICY?
The Cash Surrender Value of your Policy is the amount you can receive in cash by
surrendering the policy. The Cash Surrender Value equals the Total Account Value
minus the applicable Surrender Charge, less the amount necessary to repay any
loans in full. As discussed earlier, your Policy's Total Account Value is equal
to the sum of the Fixed Account Value; Separate Account Value; and Loan Account
Value.

   The Cash Surrender Value will never be less than zero. All or a part of the
Cash Surrender Value may be applied to one or more of the Settlement Options.

WHAT CHARGES OR DEDUCTIONS ARE MADE UNDER THE POLICY?

Premium Load
This load represents average applicable state premium taxes (ranging up to 4%)
as well as administrative expenses and federal income tax liabilities. For
AetnaVest Policies, a deduction of 2.50% of premiums paid (2.35% for California
issues) will be made. For AetnaVest II Policies, a deduction of 3.5% (guaranteed
to be no higher than 6%) will be made to cover such taxes and other expenses.

Insurance and Administrative Charges
Deductions are made from your Total Account Value on a periodic basis for
insurance and administrative costs. These insurance and administrative charges
and surrender charges are discussed below.

   The charges for insurance and administrative costs will vary from Policy to
Policy. They are broken down as follows:

(a) A Monthly Deduction is made from the Total Account Value. This deduction
    includes charges for the Cost of Insurance, for any supplemental riders or
    benefits, and for administrative expenses. The Cost of Insurance is equal to
    the Amount at Risk (the Death Benefit before deductions for loans, divided
    by 1.0036748, minus the Total Account Value), multiplied by the Cost of
    Insurance Rate which will not exceed the rate shown in the Policy. (Such
    rate varies according to the attained age, premium class and, in most
    states, sex of the Insured, and is based on the Commissioner's 1980 Standard
    Ordinary Mortality Tables (the "1980 CSO Tables"), nonsmoker and smoker
    versions.)

Charges for any supplemental riders or benefits are described in the applicable
rider or benefit policy form.

   
A monthly administrative charge and a daily asset-based charge (see (c)
following) are also charged. These charges are designed to recover acquisition
and maintenance costs under the Policy such as policy underwriting and issue,
policyholder reports and transaction handling. For AetnaVest Policies, the
monthly charge decreases by attained age. At younger ages, the Account Value
builds slowly so the daily asset-based charge is small. In those years, the
monthly charge must be larger to cover the Company's expenses. As the Total
Account Value grows, the asset-based daily charge can cover the Company's
expenses without as high a monthly expense charge. The monthly charge varies
according to the table below:
    

AETNAVEST
ADMINISTRATIVE EXPENSES

                Specified Amount
              ---------------------
 Attained    $100,000-   $1,000,000
    Age       999,999      & Over
 ----------   --------   ----------
Up to 29       $5.00       $3.00
30-39           4.00        2.00
40-49           3.00        1.00
50-59           2.00        0.00
60-69           1.00        0.00
70 & Over       0.00        0.00

   For AetnaVest II Policies, the monthly charge for administrative expenses in
the first Policy Year is $20 and in all subsequent Policy Years, the monthly
charge is $5. The monthly administrative charge and the asset-based
administrative charge work together to cover the Company's acquisition and
maintenance costs. In later years of the Policy, revenue collected from the
daily asset-based charge grows with the Total Account Value to 

                                                                            11
<PAGE>
cover increased expenses from Account-based transactional expenses. The
administrative charges will not exceed our costs.

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

(b) A daily deduction at a rate not to exceed 0.90% per year (currently 0.70%)
    is taken only from the Separate Account Value for mortality and expense
    risks. This charge may be raised or lowered to reflect our expectations of
    future mortality and expense experience.

(c) A daily deduction at a rate not to exceed 0.30% per year for AetnaVest, or
    0.50% per year for AetnaVest II (currently 0.30% for both Policies), is also
    taken from the Separate Account Value to pay for administrative expenses as
    described under (a) above. Once a Policy is issued, Monthly Deductions,
    including Cost of Insurance charges, will be taken from your Policy Values
    as of the Issue Date, even if the Issue Date is earlier than the date the
    application is signed (see "Premiums"). If the Policy's issuance is delayed
    due to underwriting requirements, the charges will not be assessed until the
    underwriting is complete and the application for the policy is approved.
    Cost of Insurance charges will be in amounts based on the Specified Amount
    of the Policy issued, even if the temporary insurance coverage received
    during the underwriting period is for a lesser amount. If we decline an
    application, we will refund the full premium payment made.

Surrender Charge

There will also be a surrender charge if you surrender your Policy (in whole or
in part) before the end of ten years for AetnaVest Policies and fifteen years
for AetnaVest II Policies, from either the Policy Issue Date or from the
effective date of an increase in the Specified Amount under the Policy. The
Surrender Charge is imposed partially as a deferred sales charge, and also to
enable the Company to recover certain administrative costs.

   The initial Surrender Charge is based on the Specified Amount. It also
depends on the Insured's Issue Age and, in most states, sex.

   The dollar amount of the Surrender Charge will remain the same for five years
following the Issue Date. Thereafter, the charge will decline monthly for the
next five years so that, ten years after the Issue Date for AetnaVest Policies
and fifteen years after the Issue Date for AetnaVest II Policies (assuming no
increases in the Specified Amount), the Surrender Charge will be zero.

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

   If you increase the Specified Amount (which you can do at any time after the
first Policy Year subject to satisfactory evidence of the Insured's
insurability), a new Surrender Charge will be applicable, in addition to the
then-existing Surrender Charge. This charge will be determined based on the
Insured's attained age, sex, and underwriting status at the Issue Date (except
for AetnaVest II Policies issued in Massachusetts and Montana where this charge
will not be determined based on sex). The Surrender Charge applicable to the
increase will be 70% of the Surrender Charge on a new policy whose Specified
Amount equals the amount of the increase, and will cover administrative
expenses. The additional Surrender Charge will also remain constant for five
years from the start of the Policy Year in which the increase occurs, and will
decrease to zero at the end of ten years for AetnaVest Policies and fifteen
years for AetnaVest II Policies. See the example in the box below.

   The maximum portion of the Surrender Charge which is to be applied to
reimburse the Company for sales and promotional expenses will be 30% of the
first year's Basic Premium (if you surrender in full during that year). Full
surrenders after the first year will result in the imposition of the same dollar
Surrender Charge for the initial five years and, therefore, the sales expense
portion of the Surrender Charge (expressed as a percentage of Basic Premiums
paid) will decline after the first Policy Year.


12
<PAGE>
AETNAVEST POLICIES: EXAMPLE OF IMPACT OF INCREASE IN
SPECIFIED AMOUNT ON THE SURRENDER CHARGE
This Example assumes that you bought a Policy with an initial Stated Amount of
$100,000 that had a Surrender Charge at the time of issue equal to $890. The
Example is intended to illustrate the impact of an increase in your Specified
Amount by $50,000 at the beginning of the third Policy Year. For any given year,
your Surrender Charge will be less than it would have been for someone who
simply purchased a brand new Policy with a Specified Amount of $150,000.

   As noted above, for original Specified Amounts, the surrender charge is the
same for the first five Policy Years, and thereafter declines monthly until it
is $0 at the end of the tenth Policy Year. For any increase in Specified Amount,
the increase in Surrender Charge applies for five years from the date of
increase, and declines monthly thereafter until it is $0 at the end of the tenth
year following increase.

                                     Additional
                                      Surrender
                                      Charge --
                    Original         Increase in
                    Surrender         Specified
                    Charge --          Amount
                     Initial           at the
                    Specified         beginning        Total
 Beginning of        Amount           of Policy     Surrender
 Policy Year:      of $100,000         Year 3        Charges
 -------------   ---------------   ---------------   ---------
1                    $890.00                --       $  890.00
2                     890.00                --          890.00
3                     890.00           $489.50        1,379.50
4                     890.00            489.50        1,379.50
5                     890.00            489.50        1,379.50
6                     890.00            489.50        1,379.50
7                     712.00            489.50        1,201.50
8                     534.00            489.50        1,023.50
9                     356.00            391.60          747.60
10                    178.00            293.70          471.70
11                         0            195.80          195.80
12                         0             97.90           97.90
13                         0                 0               0

                                                                            13
<PAGE>
AETNAVEST II POLICIES: EXAMPLE OF IMPACT OF INCREASE IN
SPECIFIED AMOUNT ON THE SURRENDER CHARGE

This Example assumes that you bought a Policy with an initial Stated Amount of
$100,000 that had a Surrender Charge at the time of issue equal to $890. The
Example is intended to illustrate the impact of an increase in your Specified
Amount by $50,000 at the beginning of the third Policy Year. For any given year,
your Surrender Charge will be less than it would have been for someone who
simply purchased a brand new Policy with a Specified Amount of $150,000.

   As noted above, for original Specified Amounts, the surrender charge is the
same for the first five Policy Years, and thereafter declines monthly until it
is $0 at the end of the tenth Policy Year. For any increase in Specified Amount,
the increase in Surrender Charge applies for five years from the date of
increase, and declines monthly thereafter until it is $0 at the end of the tenth
year following increase.

                                     Additional
                                      Surrender
                    Original          Charge --
                    Surrender        Increase in
                    Charge --         Specified
                     Initial           Amount
                    Specified          at the          Total
 Beginning of        Amount           beginning      Surrender
 Policy Year:      of $100,000    of Policy Year 3    Charges
 -------------   ---------------   ---------------   ---------
1                    $890.00                --       $  890.00
2                     890.00                --          890.00
3                     890.00           $489.50        1,379.50
4                     890.00            489.50        1,379.50
5                     890.00            489.50        1,379.50
6                     890.00            489.50        1,379.50
7                     801.00            489.50        1,290.50
8                     712.00            489.50        1,201.50
9                     623.00            440.55        1,063.55
10                    534.00            391.60          925.60
11                    445.00            342.65          787.65
12                    356.00            293.70          649.70
13                    267.00            244.75          511.75
14                    178.00            195.80          373.80
15                     89.00            146.85          235.85
16                         0             97.90           97.90
17                         0             48.95           48.95
18                         0                 0               0

   The Company may offer the Policy in a group arrangement in connection with a
multiple employer trust plan under which a trustee, employer or employers, or
other similar entity purchases a Policy which covers a group of individuals on a
group basis. Certificates replicating all the provisions of a Policy are issued
to individual employees. In such arrangements, an employer may permit group
solicitation of its employees for the purchase of Policies on either a group or
individual basis.

   The Company may reduce the Surrender Charge, the Monthly Deduction, or both,
in connection with Policies issued under such arrangements. Generally, sales and
administrative costs per Policy vary with the size of the group or sponsored
arrangement, its stability as indicated by its term of existence and certain
characteristics of its members, the purposes for which Policies are purchased,
and other factors. The amount of reductions will be considered on a case-by-case
basis and will reflect the reduced sales effort and administrative costs
expected as a result of sales to a particular group or sponsored arrangement.

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

14
<PAGE>
WHEN DOES THE SURRENDER CHARGE APPLY?

A Surrender Charge applies when you make a full or partial surrender of the Cash
Surrender Value of the Policy, as described below.

Full Surrenders

When you surrender your Policy for the full Cash Surrender Value, all applicable
Surrender Charges are imposed.

Partial Surrenders

When you surrender part of your Policy, we will apply the same proportion of the
total applicable Surrender Charges as the amount to be paid bears to the total
Cash Surrender Value. Once you have made a partial surrender, or surrenders,
future applicable Surrender Charges will be reduced proportionately. In
addition, under Option 1, the Specified Amount will be reduced by the amount
surrendered.

   Other rules apply to partial surrenders:

1.No partial surrender can be made until one year after the Issue Date;

2.The amount paid to you on a partial surrender must be at least $500;

3.If a partial surrender is made, there will be a transaction charge of $25 or
  2% of the amount of the net surrender payment, whichever is less. The charge
  will be made against the Total Account Value;

4.If, at the time of a partial surrender, your Total Account Value is
  attributable to more than one funding option, both the Surrender Charge and
  the amount paid to you upon the surrender will be taken proportionately from
  the values accumulated in each funding option. You cannot select the funding
  option to be used in the surrender;

5.A partial surrender will not be allowed if it would cause the Specified Amount
  to drop below the minimum allowable Specified Amount; and

6.Partial surrenders may only be made prior to election of a settlement
  option.

   As mentioned previously, a partial surrender will also reduce the Death
Benefit (and the Specified Amount, if Option 1 is in effect), by the amount of
the reduction in your Total Account Value resulting from the surrender. If the
Specified Amount is reduced, the most recent increase in coverage is reduced
first, then the next most recent coverage, and so forth.

   If the Death Benefit on an Option 1 Policy is calculated as a percentage of
the Total Account Value rather than as the Specified Amount, a partial surrender
will reduce the Specified Amount only if the partial surrender decreases the
difference between the Death Benefit and the Total Account Value. A partial
surrender will not reduce the Specified Amount of an Option 2 Policy.

   Payment of any amount due from Separate Account Values on a full or partial
surrender will be made within seven calendar days after your written surrender
request is received at our Home Office, except that payment may be postponed
when the New York Stock Exchange has been closed and for such other periods as
the Securities and Exchange Commission may require. Payment of values from the
Fixed Account Value may be deferred for up to six months, except when used to
pay premiums to the Company.

   If you surrender your Policy, in whole or in part, there may be tax
implications. Refer to "Tax Matters."

HOW MIGHT YOUR POLICY LAPSE?
WHAT EFFECT DOES A LAPSE HAVE?

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

   If the Cash Surrender Value of the Policy is insufficient to cover the
Monthly Deduction on the appropriate date, your insurance coverage will
terminate at the end of a 61-day Grace Period. The Grace Period begins with the
mailing of a notice to you, once we discover the insufficiency. We will require
the payment of the amount necessary to keep this Policy in force for the current
month, plus two additional months. During the Grace Period, a Policy has no Cash
Surrender Value, so that if the Policy is terminated at the end of the Grace
Period, no money will be paid to you.

   If your Policy's Cash Surrender Value is insufficient to cover the Monthly
Deduction on the appropriate date, an amount equal to the Monthly Deduction

                                                                            15
<PAGE>
will be removed from the Total Account Value and will not participate in
investment performance. If a premium payment is subsequently made and the Cash
Surrender Value exceeds the amount of the Monthly Deduction, or, within the
first two years the Basic Premiums are paid, the amount removed will be returned
to the Total Account Value and will resume participation in investment
performance.

IF THE POLICY HAS LAPSED, CAN YOU REINSTATE THE POLICY? 

We will consider reinstatement within five years after the date of termination
(provided it is before the Maturity Date). We will require satisfactory evidence
of insurability. Regardless of when the Policy lapses, the original and any
additional tables of Surrender Charges that were issued on this Policy will
apply upon reinstatement. The Loan Account Value will be reinstated. All values
will be reinstated as of the date of the Policy's termination.

   Under AetnaVest II Policies issued in most states, if the Policy lapses
during the first two Policy Years, the payment required at reinstatement will
equal the sum of Basic Premiums for each Monthly Deduction day to date, less
premiums previously paid. If the Policy lapses after the first two Policy Years,
you must make a premium payment that will cause the surrender value upon
reinstatement to equal three times the next monthly deduction.

   For AetnaVest Policies, upon reinstatement, no Surrender Charge deduction
will apply to coverage which was in force for two or more years (one or more
years for multiple employer trust policies) prior to the date of termination.
For terminated coverage which was in force less than two years, future Surrender
Charges will not be reduced from the original schedule. If you request
reinstatement during the first two Policy Years, the premium required at
reinstatement will be the lesser of (a) a premium sufficient to pay for three
Monthly Deductions plus any applicable Surrender Charge; or (b) overdue Basic
Premiums.

CAN YOU BORROW ON YOUR POLICY?

If you purchase an AetnaVest Policy you may borrow against your Policy after the
end of the second Policy Year (in California and Texas, after the end of the
first Policy Year). AetnaVest II Policy Owners may borrow against their Policy
beginning in the first Policy Year. For all Policies, loans must be taken before
the election of a settlement option.

   The most you can borrow is 90% (100% for AetnaVest II policies issued in
Texas) of the Fixed Account and Separate Account Values less the Surrender
Charge applicable at the time of the loan. Interest on the loan, including
preferred loans (as described below), will accrue at 8% per year, payable once a
year at each anniversary of the loan. Any interest not paid when due becomes
part of the loan and bears interest.

   The Loan Account Value is credited with the amount of any loans you make on
your Policy, as collateral. The Loan Account Value is credited with interest at
a rate of at least 4.5% per year (6% in New York). Such credited interest is
transferred out of the Loan Account Value monthly and reallocated
proportionately to the applicable funding options.

   Beginning in the eleventh Policy Year, up to 10% of the maximum loan amount
available, at the beginning of a Policy Year, can be taken as a preferred loan
during that Policy Year. Amounts borrowed in excess of the maximum loan amount
available for a preferred loan will not be considered a preferred loan. The
portion of the Loan Account Value equal to the preferred loan will be credited
at the policy loan interest rate of 8% per year. The portion of the Loan Account
Value not considered a preferred loan will be credited interest as described in
"What Is the Cash Surrender Value of Your Policy?" The preferred loan feature is
only available in approving states as stated in your Policy.

   If you are using more than one underlying funding option, the amount of the
loan will be withdrawn in proportion to the value held in each funding option.
You cannot select the funding option to be used for the loan.

   The amount you receive as a result of the loan will, together with any
accrued but not paid interest, constitute the Loan Account Value. Repayments on
the loan will be allocated among the funding options in the same proportion the
loan was taken from the funding options. The Loan Account Value will be reduced
by the amount of any loan repayment.

CAN YOU CHANGE THE AMOUNT OF YOUR INSURANCE COVERAGE? 

Beginning one year after the Issue Date, you may increase or decrease the
Specified Amount of your Policy as follows:

1.For an increase, we will require satisfactory evidence of insurability
  unless there is no increase in the Amount at Risk;

16
<PAGE>
2.The Cash Surrender Value at the time of an increase must be at least three
  times the sum of (a) the most recent Monthly Deduction from Total Account
  Value and (b) the amount of the increase, divided by 1000, times the
  applicable Cost of Insurance Rate;

3.An increase in the Specified Amount will increase the Surrender Charge
  unless there is no increase in the Amount at Risk;

4.Increases are limited to four times the original Specified Amount;

5.Decreases in the Specified Amount will not decrease the Surrender Charge or
  your Basic Premium. Decreases during the second year after the Issue Date will
  usually not enable you to reduce your Planned Premium below the Basic Premium
  without lapsing the Policy;

6.No decrease may reduce the Specified Amount to less than the then-current
  minimum for this type of Policy;

7.The decrease will be applied first to the most recent coverage under the
  Policy, then to the next most recent, and so forth.

   You can also change from one Death Benefit Option to the other.

   The Specified Amount will be changed when a change in Death Benefit Option is
made. If the change is from Option 1 to Option 2, the new Specified Amount will
equal the Amount at Risk as of the date of the change. If the change is from
Option 2 to Option 1, the new Specified Amount will equal the Death Benefit as
of the date of the change.

   A change in Death Benefit Option will not be allowed if the new Specified
Amount would be less than the then-current minimum. We may require satisfactory
evidence of insurability before allowing the change. There will be no change in
the Surrender Charge (either increase or decrease) at the time of a change in
Death Benefit Option.

WHAT IS THE "FREE-LOOK PERIOD"?

The Policy has a "Free-Look Period" during which it may be returned to our Home
Office for a refund. You may return it to our Home Office within ten days after
you receive the Policy and the written notice of withdrawal right, or within 45
days after you sign the application for the Policy, whichever occurs latest.

   The refund will be the sum of (1) the difference between payments made and
amounts allocated to the Separate Account, (2) the value of the amount allocated
to the Separate Account as of the date the returned Policy is received by us,
and (3) any fees imposed on the amounts allocated to the Separate Account. If
state law does not permit such a refund, then the refund will equal premiums
paid, without interest. Refunds will usually occur within seven days of notice
of cancellation, although a refund of premiums paid by check may be delayed
until the check clears your bank.

CAN YOU EXCHANGE YOUR POLICY?

You may exchange the AetnaVest Policy for a period of two years after the Issue
Date, for a new adjustable premium policy issued by the Company, under which
policy values and benefits do not vary with the investment performance of a
Separate Account. The new policy will have the same Issue Date as the old
Policy, and no evidence of insurability will be required. Since your Total
Account Value will be transferred from the old Policy to the new policy in its
entirety, the Cash Surrender Value under the new policy cannot exceed the Cash
Surrender Value under the old Policy at the time of exchange. We have the right
to adjust the Cash Surrender Value under the new policy to make sure this is the
case. You have the right to select whether the new policy has the same Death
Benefit or net amount at risk as the old Policy. There may be a charge due to
the Company, or a refund due to the Policy Owner, equal to the difference in
cash value between the old Policy and the new policy.

   For AetnaVest II Policies you may simply transfer the entire Separate Account
Value of your Policy to the Fixed Account. No charge will be made for any such
transfer.

HOW WILL THE DEATH BENEFIT BE PAID?

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

   Payment of the Death Benefit may be delayed if the Policy is being
contested. While the Insured is liv

                                                                            17
<PAGE>
ing, you may elect a Settlement Option for the beneficiary and deem it
irrevocable. You may revoke or change a prior election. The beneficiary may make
or change an election within 90 days of the death of the Insured, unless you
have made an irrevocable election. A beneficiary who has elected Settlement
Option 1 may elect another option within two years after the Insured's death.

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

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

SETTLEMENT OPTIONS

WHEN DO PAYMENTS UNDER A SETTLEMENT OPTION OCCUR?

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

   A written request is required to elect, change, or revoke a Settlement
Option. This request will take effect upon receipt or recording of the written
request, in good order, at our Home Office.

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

WHAT ARE THE SETTLEMENT OPTIONS?

The Settlement Options are as follows:

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

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

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

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

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

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

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

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

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

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

   Proceeds applied under Option 1 will be held by us in the General Account.
Proceeds in the General Account will be used to make payments on a fixed dollar
basis. We will add interest to such proceeds at an annual rate of not less than
3.5%. We may add interest daily at any higher rate.

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

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

   If payments are to be funded on a variable basis, the first and subsequent
payments will vary depending on the Assumed Net Investment Rate. This rate will
be 3.5% per annum, unless a 5% annual rate is chosen. The Assumed Net Investment
Rate is chosen by the payee.

18
<PAGE>
Selection of a 5% rate causes a higher first payment, but subsequent payments
will increase only to the extent the actual net investment rate exceeds 5% on an
annualized basis, and they will decline if the rate is less than 5%. Use of the
3.5% Assumed Net Investment Rate causes a lower first payment, but subsequent
payments will increase more rapidly or decline more slowly as changes occur in
the actual net investment rate. The investment performance of the underlying
funding option(s) must equal such assumed rate, plus enough to cover the
mortality and expense risk and administrative fee charges, if future payments on
a variable basis are to remain level.

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

   (a) 4.75% on an annual basis, plus an annual return of up to .25% needed to
   offset the administrative charge in effect at the time Settlement Option
   payments start, if an Assumed Net Investment Rate of 3.5% is chosen; or

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

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

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

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

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

   Payments will be made upon receipt of a written request filed with us. If no
settlement election has been made by the Policy Owner when the beneficiary
becomes entitled to proceeds, the beneficiary may make the election.

HOW WILL YOUR VARIABLE SETTLEMENT OPTION PAYMENTS BE CALCULATED? When you have
chosen payment on a variable basis, the first payment is calculated as follows:

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

   (b) 1000; times

   (c) the payment rate for the Option chosen.

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

   For any Valuation Period, the Settlement Option Unit Value is equal to:

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

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

   (c) A factor to reflect the Assumed Net Investment Rate. The factor for 3.5%
   per year is .9999058; for 5% per year, it is .9998663.

   The Net Return Factor equals:

                                                                            19
<PAGE>
(i) The net assets of the applicable fund held in Variable Annuity Account
B at the end of a Valuation Period, minus

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

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

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

   (v) A daily charge at an annual rate of 1.25% for annuity mortality and
expense risk and a daily administrative expense charge that will not exceed .25%
on an annual basis.

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

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

DESCRIPTION OF THE COMPANY AND THE SEPARATE ACCOUNTS

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 a
wholly owned subsidiary of Aetna Retirement Holdings, Inc., which is in turn a
wholly owned subsidiary of Aetna Retirement Services, Inc., and an indirect
wholly owned subsidiary of Aetna Life and Casualty Company.
    

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

The Separate Account

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

   Variable Life Account B was established pursuant to a June 18, 1986,
resolution of the Board of Directors of the Company. Under Connecticut Insurance
Law, the income, gains or losses of the Separate Account are credited without
regard to the other income, gains or losses of the Company. These assets are
held for the Company's variable life insurance policies. Any and all
distributions made by the Funds with respect to shares held by the Separate
Account will be reinvested in additional shares at net asset value. The assets
maintained in the Separate Account will not be charged with any liabilities
arising out of any other business conducted by the Company. The Company is,
however, responsible for meeting the obligations of the Policy to the Policy
Owner.

   No stock certificates are issued to the Separate Account for shares 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.

20
<PAGE>
DIRECTORS AND OFFICERS OF THE COMPANY

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

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

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

Timothy A. Holt           Director, Senior Vice         Senior Vice President, Strategy & Finance, and
                          President and Chief           Chief Financial Officer (since February 1996),
                          Financial Officer (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.

Gail P. Johnson           Director and Vice             Vice President, Service and Retain Customers (since
                          President                     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.

                                                                            21
<PAGE>
John Y. Kim               Director and Senior Vice      President (since December 1995), Aeltus Investment
                          President                     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             Vice President, Products Group (since February
                          President                     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             Vice President, Information Technology (since
                          President                     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             Vice President, Select and Manage Markets (since
                          President                     February 1996), Market Strategist (August
                                                        1995--February 1996) -- Aetna Life Insurance and
                                                        Annuity Company; President (1991--1995), Chemical
                                                        Technology Corporation (a subsidiary of Chemical
                                                        Bank).

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

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

22
<PAGE>
Eugene M. Trovato         Vice President and            Vice President and Treasurer, Corporate Controller
                          Treasurer, Corporate          (since February 1996), Vice President and
                          Controller                    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      Vice President and Chief Compliance Officer (since
                          Compliance Officer            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.

REPORTS TO POLICY OWNERS
Within 30 days after each Policy Anniversary and before proceeds are applied to
a settlement option, we will send you a report containing the following
information:

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

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

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

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

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

RIGHT TO INSTRUCT VOTING OF FUND SHARES

In accordance with our view of present applicable law, We will vote the shares
of each of the Funds held in the Separate Account in accordance with
instructions received from Policy Owners having a voting interest in the Funds.
Policy Owners having such an interest will receive periodic reports relating to
the Fund, proxy material and a form for giving voting instructions. The number
of shares which You have a right to vote 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 cast at meetings of the shareholders of the Fund and will be
based on instructions received from Policy Owners. However, if the Investment
Company Act of 1940 or any regulations thereunder should be amended or if the
present interpretation thereof should change, and as a result We determine that
We are permitted to vote the shares of the Fund in our own right, We may elect
to do so.

                                                                            23
<PAGE>
Fund shares for which no timely instructions are received, and Fund shares which
are not otherwise attributable to Policy Owners, will be voted by us in the same
proportion as the voting instructions which are received for all Policies
participating in each Fund through the Separate Account.

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

Disregard of Voting Instructions

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

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

STATE REGULATION

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

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

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

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

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

ADDITIONAL INFORMATION

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 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 Policies

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

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

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

24
<PAGE>
dealers to offer and sell the Policies. These parties may also provide training,
marketing and other sales related functions for the Company and other
broker-dealers and may provide certain administrative services to the Company in
connection with the Policies. The Company may pay such parties compensation
based on premium payments for the Policies purchased through broker-dealers
selected by the wholesaler.

Records and Accounts

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

   
Independent Auditors

KPMG Peat Marwick LLP, 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 Policies. 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
Policy Owner should not generally be taxed on the cash value under a Policy,
including increments thereof, prior to actual receipt. The principal exceptions
to these rules are corporations that are subject to the alternative minimum tax,
and thus may be subject to tax on increments in the Policy's Total Account
Value, and Policy Owners 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 Policy Owners 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 Policy Owner 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.

                                                                            25
<PAGE>
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.

   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

26
<PAGE>
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 others 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.

   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.

MISCELLANEOUS CONTRACT PROVISIONS

The Contract

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

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

Payment of Benefits

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

Age and Sex

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

                                                                            27
<PAGE>
Incontestability

We will not contest coverage under the Policy (other than any waiver of premium
rider) after it has been in force during the lifetime of the Insured more than
two years from the Issue Date.

   For coverage which takes effect on a later date (i.e., an increase or
reinstatement of insurance), we will not contest such coverage after it has been
in force during the lifetime of the Insured more than two years from its
effective date. Any contest of such later coverage will be based on the
supplemental application.

Suicide

In most states, if the Insured commits suicide within two years from the Issue
Date, the only benefit paid will be the sum of (a) plus (b) minus (c), where:

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

(b) equals the Separate Account Value on the date of suicide, plus the portion
    of the Monthly Deductions deducted from the Separate Account Value; and

(c) equals the amount necessary to repay any loans in full and any interest
    earned on the Loan Account Value transferred to the Separate Account Value,
    and any surrenders from the Fixed Account.
If the Insured commits suicide within two years from the effective date of any
increase in coverage, we will pay as a benefit only the Monthly Deductions for
the increase, in lieu of the face amount of the increase.

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

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.

Non-Participation

   Neither Policy is entitled to share in the divisible surplus of the Company.
No dividends are payable.

Coverage Beyond Maturity (AetnaVest II only)

As an AetnaVest II Policy Owner, you may, by written request in the 30 days
before the Maturity Date of this Policy, elect to continue coverage beyond the
Maturity Date. At Age 100, the Separate Account Value will be transferred to the
Fixed Account. If coverage beyond maturity is elected, we will continue to
credit interest to the Total Account Value of this Policy. Monthly Deductions
will be calculated with a Cost of Insurance rate equal to zero.

   At this time, uncertainties exist regarding the tax treatment of the Policy
should the Policy continue beyond the Maturity Date. You should therefore
consult with your tax advisor prior to making this election. (See Tax Matters.)
The coverage beyond maturity provision is only available in approving states.
(This provision is not available in New York.)

28
<PAGE>
APPENDIX A
                              AETNAVEST POLICIES
           ILLUSTRATIONS OF DEATH BENEFIT, TOTAL ACCOUNT VALUES AND
                 CASH SURRENDER VALUES FOR AETNAVEST POLICIES

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

   Tables I through IV illustrate Policies issued to males, ages 25 and 40, in
the nonsmoker rate class. The Total Account Values, Cash Surrender Values, and
Death Benefits would be different from those shown if the gross annual
investment rates of return averaged 0%, 6%, and 12% respectively, over a period
of years, but fluctuated above and below those averages for individual Policy
Years.

   
   The second column of each table shows the accumulated values of the premiums
paid at the stated interest rate of 5%. The third through fifth columns
illustrate the Death Benefit of a Policy over the designated period. The sixth
through eighth columns illustrate the Total Account Values, while the ninth
through eleventh columns illustrate the Cash Surrender Values of each Policy
over the designated period. Tables II and IV assume that the maximum Cost of
Insurance Rates allowable under the Policy are charged in all Policy Years.
These tables also assume that the maximum allowable mortality and expense risk
charge of 0.90% on an annual basis is assessed in each Policy Year. Tables I and
III assume that the current scale of Cost of Insurance Rates applies during all
Policy Years. These tables also assume that the current level of mortality and
expense risk charge, 0.70% on an annual basis, is assessed. A weighted average
has been used for the illustrations assuming that the Policyowner has invested
in the Funds as follows: 30% in Aetna Variable Fund; 3% in Aetna Income Shares;
12% in Aetna Variable Encore Fund; 3% in Aetna Investment Advisers Fund; 2% in
the Aetna Ascent Variable Portfolio; 2% in the Aetna Crossroads Variable
Portfolio; 2% in the Aetna Legacy Variable Portfolio; 7% in the Alger American
Small Cap Portfolio; 3% in Fidelity's Variable Insurance Products Fund
II--Contrafund Portfolio; 3% in Fidelity's Variable Insurance Products
Fund--Equity-Income Portfolio; 3% in the Janus Aspen Growth Fund; 5% in Janus
Aspen Aggressive Growth Fund; 3% in Janus Aspen Worldwide Growth Fund; 1% in
Janus Aspen Balanced Fund; 1% in the Janus Aspen Short-Term Bond Fund; 10% in
the Scudder International Portfolio and 10% in TCI Growth.
    

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

   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
Benefits, Total Account Values, and Cash Surrender Values illustrated.

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

   Upon request, we will provide an illustration based upon the proposed
insured's age, sex, and underwriting classification, the specified amount or
premium requested, the proposed frequency of premium payments and any available
riders requested. A fee of $25 is charged for each such illustration.

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

                                                                            29
<PAGE>
AetnaVest Policy
                                   Table I

               FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY((1))
                              MALE ISSUE AGE 25
                         $408.00 ANNUAL BASIC PREMIUM
                                NONSMOKER RISK
                             FACE AMOUNT $100,000
                            DEATH BENEFIT OPTION 1

<TABLE>
<CAPTION>
                 Premiums
               Accumulated            Death Benefit
                  at 5%          Gross Annual Investment             Total Account Value
Policy           Interest               Return of                Annual Investment Return of
Year             Per Year    Gross 0%   Gross 6%   Gross 12%   Gross 0%   Gross 6%   Gross 12%
 ------------   ----------   --------   --------   ---------   --------   --------   ----------
<S>              <C>          <C>        <C>        <C>         <C>         <C>        <C>
 1                  408       100000     100000     100000        182        199         216
 2                  836       100000     100000     100000        366        412         460
 3                 1286       100000     100000     100000        548        635         731
 4                 1759       100000     100000     100000        730        872        1033
 5                 2254       100000     100000     100000        909       1118        1366

 6                 2775       100000     100000     100000       1098       1389        1748
 7                 3322       100000     100000     100000       1280       1668        2166
 8                 3896       100000     100000     100000       1458       1957        2625
 9                 4499       100000     100000     100000       1627       2254        3128
10                 5132       100000     100000     100000       1788       2559        3677

15                 8804       100000     100000     100000       2445       4177        7291
20                13491       100000     100000     100000       2761       5871       12911
25                19473       100000     100000     100000       2538       7426       21651
30                27107       100000     100000     100000       1490       8489       35446

40 (Age 65)       49286            0     100000     114928          0       4900       94203
</TABLE>

<TABLE>
<CAPTION>
                       Cash Surrender Value
Policy             Annual Investment Return of
Year             Gross 0%    Gross 6%   Gross 12%
<S>               <C>          <C>        <C>
 1                    0           0           0
 2                   18          64         112
 3                  200         287         383
 4                  382         524         685
 5                  561         770        1018

 6                  814        1105        1464
 7                 1065        1453        1951
 8                 1313        1812        2480
 9                 1552        2179        3053
10                 1782        2553        3671

15                 2445        4177        7291
20                 2761        5871       12911
25                 2538        7426       21651
30                 1490        8489       35446

40 (Age 65)           0        4900       94203
</TABLE>

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

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

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

30
<PAGE>
AetnaVest Policy
                                   Table II

               FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY((1))
                              MALE ISSUE AGE 25
                         $408.00 ANNUAL BASIC PREMIUM
                                NONSMOKER RISK
                             FACE AMOUNT $100,000
                            DEATH BENEFIT OPTION 1

<TABLE>
<CAPTION>
                 Premiums
               Accumulated            Death Benefit
                  at 5%          Gross Annual Investment             Total Account Value
Policy           Interest               Return of                Annual Investment Return of
Year             Per Year    Gross 0%   Gross 6%   Gross 12%   Gross 0%   Gross 6%   Gross 12%
<S>               <C>         <C>        <C>        <C>          <C>       <C>        <C>
 1                  408       100000     100000     100000        182        199         216
 2                  836       100000     100000     100000        364        410         458
 3                 1286       100000     100000     100000        545        632         728
 4                 1759       100000     100000     100000        726        867        1027
 5                 2254       100000     100000     100000        903       1111        1357

 6                 2775       100000     100000     100000       1089       1378        1734
 7                 3322       100000     100000     100000       1269       1653        2147
 8                 3896       100000     100000     100000       1443       1938        2600
 9                 4499       100000     100000     100000       1610       2230        3094
10                 5132       100000     100000     100000       1767       2528        3633

15                 8804       100000     100000     100000       2382       4079        7130
20                13491       100000     100000     100000       2646       5661       12497
25                19473       100000     100000     100000       2312       6990       20666
30                27107       100000     100000     100000       1102       7684       33322

40 (Age 65)       49286            0     100000     104608          0       2336       85744
</TABLE>

<TABLE>
<CAPTION>
 Policy                Cash Surrender Value
Year               Annual Investment Return of
                 Gross 0%    Gross 6%   Gross 12%
<S>               <C>         <C>        <C>
 1                    0           0           0
 2                   16          62         110
 3                  197         284         380
 4                  378         519         679
 5                  555         763        1009

 6                  805        1094        1450
 7                 1054        1438        1932
 8                 1298        1793        2455
 9                 1535        2155        3019
10                 1761        2522        3627

15                 2382        4079        7130
20                 2646        5661       12497
25                 2312        6990       20666
30                 1102        7684       33322

40 (Age 65)           0        2336       85744
</TABLE>

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

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

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

                                                                            31
<PAGE>
AetnaVest Policy
                                  Table III

               FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY((1))
                              MALE ISSUE AGE 40
                         $744.00 ANNUAL BASIC PREMIUM
                                NONSMOKER RISK
                             FACE AMOUNT $100,000
                            DEATH BENEFIT OPTION 1

<TABLE>
<CAPTION>
                 Premiums
               Accumulated            Death Benefit
                  at 5%          Gross Annual Investment             Total Account Value
Policy           Interest               Return of                Annual Investment Return of
Year             Per Year    Gross 0%   Gross 6%   Gross 12%   Gross 0%   Gross 6%   Gross 12%
<S>               <C>         <C>        <C>        <C>         <C>        <C>        <C>
 1                  744       100000     100000     100000        455        490         525
 2                 1525       100000     100000     100000        888        987        1090
 3                 2345       100000     100000     100000       1298       1489        1697
 4                 3207       100000     100000     100000       1687       1998        2352
 5                 4111       100000     100000     100000       2051       2512        3056

 6                 5061       100000     100000     100000       2393       3031        3817
 7                 6058       100000     100000     100000       2705       3548        4634
 8                 7105       100000     100000     100000       2985       4062        5509
 9                 8204       100000     100000     100000       3234       4572        6450
10                 9358       100000     100000     100000       3450       5076        7461

15                16054       100000     100000     100000       3942       7396       13812
20                24601       100000     100000     100000       2766       8554       22668
25                35509            0     100000     100000          0       7524       35569
30                49431            0     100000     100000          0       2410       55745

25 (Age 65)       35509            0     100000     100000          0       7524       35569
</TABLE>

<TABLE>
<CAPTION>
 Policy                Cash Surrender Value
Year               Annual Investment Return of
                 Gross 0%    Gross 6%   Gross 12%
<S>               <C>         <C>        <C>
 1                    0           0           0
 2                  215         314         417
 3                  625         816        1024
 4                 1014        1325        1679
 5                 1378        1839        2383

 6                 1844        2482        3268
 7                 2290        3133        4219
 8                 2705        3782        5229
 9                 3088        4426        6304
10                 3439        5065        7450

15                 3942        7396       13812
20                 2766        8554       22668
25                    0        7524       35569
30                    0        2410       55745

25 (Age 65)           0        7524       35569
</TABLE>

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

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

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

32
<PAGE>
AetnaVest Policy
                                   Table IV

               FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY((1))
                              MALE ISSUE AGE 40
                         $744.00 ANNUAL BASIC PREMIUM
                                NONSMOKER RISK
                             FACE AMOUNT $100,000
                            DEATH BENEFIT OPTION 1

<TABLE>
<CAPTION>
                 Premiums
               Accumulated            Death Benefit
                  at 5%          Gross Annual Investment             Total Account Value
Policy           Interest               Return of                Annual Investment Return of
Year             Per Year    Gross 0%   Gross 6%   Gross 12%   Gross 0%   Gross 6%   Gross 12%
<S>               <C>         <C>        <C>        <C>         <C>        <C>        <C>
 1                  744       100000     100000     100000        452        487         522
 2                 1525       100000     100000     100000        879        977        1080
 3                 2345       100000     100000     100000       1282       1471        1677
 4                 3207       100000     100000     100000       1658       1966        2316
 5                 4111       100000     100000     100000       2008       2462        3000

 6                 5061       100000     100000     100000       2328       2956        3730
 7                 6058       100000     100000     100000       2618       3445        4511
 8                 7105       100000     100000     100000       2876       3928        5345
 9                 8204       100000     100000     100000       3100       4403        6236
10                 9358       100000     100000     100000       3288       4866        7188

15                16054       100000     100000     100000       3598       6892       13046
20                24601       100000     100000     100000       2187       7579       20904
25                35509            0     100000     100000          0       5473       31573
30                49431            0     100000     100000          0          0       45968

25 (Age 65)       35509            0     100000     100000          0       5473       31573
</TABLE>

<TABLE>
<CAPTION>
                       Cash Surrender Value
Policy             Annual Investment Return of
Year             Gross 0%    Gross 6%   Gross 12%
<S>               <C>         <C>        <C>
 1                    0           0           0
 2                  206         304         407
 3                  609         798        1004
 4                  985        1293        1643
 5                 1335        1789        2327

 6                 1779        2407        3181
 7                 2203        3030        4096
 8                 2596        3648        5065
 9                 2954        4257        6090
10                 3277        4855        7177

15                 3598        6892       13046
20                 2187        7579       20904
25                    0        5473       31573
30                    0           0       45968

25 (Age 65)           0        5473       31573
</TABLE>

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

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

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

                                                                            33
<PAGE>
APPENDIX B
                            AETNAVEST II POLICIES
           ILLUSTRATIONS OF DEATH BENEFIT, TOTAL ACCOUNT VALUES AND
               CASH SURRENDER VALUES FOR AETNAVEST II POLICIES The following
tables illustrate how the Total Account Values, Cash Surrender Values, and Death
Benefits of a Policy change with the investment experience of the Funds. The
tables show how the Total Account Values, Cash Surrender Values, and Death
Benefits of a Policy issued to an insured of a given age and a given premium
would vary over time if the investment return on the assets held in each Fund
were a uniform, gross, annual rate of 0%, 6%, 12%, respectively.

   Tables V through VIII illustrate Policies issued to males, ages 35 and 55, in
the nonsmoker rate class. Tables IX through XII illustrate Policies issued on a
unisex basis, ages 35 and 55, in the nonsmoker rate class. These tables are
provided for use in those states where unisex rates are required. The Total
Account Values, Cash Surrender Values, and Death Benefits would be different
from those shown if the gross annual investment rates of return averaged 0%, 6%,
and 12%, respectively, over a period of years, but fluctuated above and below
those averages for individual Policy Years.
   
   The second column of each table shows the accumulated values of the premiums
paid at the stated interest rate of 5%. The third through fifth columns
illustrate the Death Benefit of a Policy over the designated period. The sixth
through eighth columns illustrate the Total Account Values, while the ninth
through eleventh columns illustrate the Cash Surrender Values of each Policy
over the designated period. Tables VI, VIII, X and XII assume that the maximum
Cost of Insurance Rates allowable under the Policy are charged in all Policy
Years. These tables also assume that the maximum allowable mortality and expense
risk charge of .90% on an annual basis, the maximum allowable administrative
charge of .50% and the maximum allowable premium load of 6% are assessed in each
Policy Year. Tables V, VII, IX and XI assume that the current scale of Cost of
Insurance Rates applies during all Policy Years. These tables also assume that
the current mortality and expense risk charge of .70% on an annual basis, the
current administrative charge of .30% on an annual basis, and the current
premium load of 3.5% are assessed. A weighted average has been used for the
illustrations assuming that the Policyowner has invested in the Funds as
follows: 30% in Aetna Variable Fund; 3% in Aetna Income Shares; 12% in Aetna
Variable Encore Fund; 3% in Aetna Investment Advisers Fund; 2% in the Aetna
Ascent Variable Portfolio; 2% in the Aetna Crossroads Variable Portfolio; 2% in
the Aetna Legacy Variable Portfolio; 7% in the Alger American Small Cap
Portfolio; 3% in Fidelity's Variable Insurance Products Fund II--Contrafund
Portfolio; 3% in Fidelity's Variable Insurance Products Fund--Equity-Income
Portfolio; 3% in the Janus Aspen Growth Fund; 5% in Janus Aspen Aggressive
Growth Fund; 3% in Janus Aspen Worldwide Growth Fund; 1% in Janus Aspen Balanced
Fund; 1% in Janus Aspen Short-Term Bond Fund; 10% in the Scudder International
Portfolio and 10% in TCI Growth.
    
   The amounts shown for the Death Benefits, Cash Surrender Values, and Total
Account Values reflect the fact that the net investment return is lower than the
gross return on the assets held in each Fund as a result of expenses paid by
each Fund and other charges levied by the Separate Account.

   The 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
Benefits, Total Account Values, and Cash Surrender Values illustrated.

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

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

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

34
<PAGE>
AetnaVest II Policy
                                   Table V

               FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY((1))
                              MALE ISSUE AGE 35
                        $1410.00 ANNUAL BASIC PREMIUM
                                NONSMOKER RISK
                             FACE AMOUNT $250,000
                            DEATH BENEFIT OPTION 1
   

<TABLE>
<CAPTION>
                 Premiums
               Accumulated            Death Benefit
                  at 5%          Gross Annual Investment             Total Account Value
Policy           Interest               Return of                Annual Investment Return of
Year             Per Year    Gross 0%   Gross 6%   Gross 12%   Gross 0%   Gross 6%   Gross 12%
<S>               <C>         <C>        <C>        <C>         <C>        <C>        <C>
 1                 1410       250000     250000     250000        685        746          806
 2                 2891       250000     250000     250000       1519       1689         1867
 3                 4445       250000     250000     250000       2314       2648         3011
 4                 6077       250000     250000     250000       3068       3620         4245
 5                 7791       250000     250000     250000       3778       4602         5573

 6                 9591       250000     250000     250000       4441       5592         7005
 7                11480       250000     250000     250000       5061       6592         8553
 8                13464       250000     250000     250000       5631       7596        10222
 9                15547       250000     250000     250000       6152       8606        12027
10                17735       250000     250000     250000       6621       9616        13977

15                30426       250000     250000     250000       7989      14458        26309
20                46623       250000     250000     250000       7243      18300        44465
25                67295       250000     250000     250000       3750      20153        72087
30                93679            0     250000     250000          0      18356       115816

30 (Age 65)       93679            0     250000     250000          0      18356       115816
</TABLE>

Policy                Cash Surrender Value
Year               Annual Investment Return of
                 Gross 0%    Gross 6%   Gross 12%

 1                    0           0            0
 2                  169         339          517
 3                  964        1298         1661
 4                 1718        2270         2895
 5                 2428        3252         4223

 6                 3215        4366         5779
 7                 3970        5501         7462
 8                 4675        6640         9266
 9                 5331        7785        11206
10                 5935        8930        13291

15                 7978       14447        26298
20                 7243       18300        44465
25                 3750       20153        72087
30                    0       18356       115816

30 (Age 65)           0       18356       115816
    

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

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

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

                                                                            35
<PAGE>
AetnaVest II Policy
                                   Table VI

               FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY((1))
                              MALE ISSUE AGE 35
                        $1410.00 ANNUAL BASIC PREMIUM
                                NONSMOKER RISK
                             FACE AMOUNT $250,000
                            DEATH BENEFIT OPTION 1
   

<TABLE>
<CAPTION>
                 Premiums
               Accumulated            Death Benefit
                  at 5%          Gross Annual Investment             Total Account Value
Policy           Interest               Return of                Annual Investment Return of
Year             Per Year    Gross 0%   Gross 6%   Gross 12%   Gross 0%   Gross 6%   Gross 12%
<S>               <C>         <C>        <C>        <C>         <C>        <C>        <C>
 1                 1410       250000     250000     250000        646        705         763
 2                 2891       250000     250000     250000       1439       1602        1773
 3                 4445       250000     250000     250000       2191       2509        2856
 4                 6077       250000     250000     250000       2899       3424        4020
 5                 7791       250000     250000     250000       3560       4342        5265

 6                 9591       250000     250000     250000       4173       5261        6599
 7                11480       250000     250000     250000       4731       6175        8024
 8                13464       250000     250000     250000       5236       7082        9549
 9                15547       250000     250000     250000       5682       7976       11178
10                17735       250000     250000     250000       6069       8857       12923

15                30426       250000     250000     250000       6931      12792       23590
20                46623       250000     250000     250000       5363      15044       38284
25                67295            0     250000     250000          0      13118       57942
30                93679            0     250000     250000          0       2491       84129

30 (Age 65)       93679            0     250000     250000          0       2491       84129
</TABLE>


Policy               Cash Surrender Value
Year               Annual Investment Return of
                 Gross 0%    Gross 6%   Gross 12%

 1                    0           0           0
 2                   89         252         423
 3                  841        1159        1506
 4                 1549        2074        2670
 5                 2210        2992        3915

 6                 2947        4035        5373
 7                 3640        5084        6933
 8                 4280        6126        8593
 9                 4861        7155       10357
10                 5383        8171       12237

15                 6920       12781       23579
20                 5363       15044       38284
25                    0       13118       57942
30                    0        2491       84129

30 (Age 65)           0        2491       84129
    

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

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

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

36
<PAGE>
AetnaVest II Policy
                                  Table VII

               FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY((1))
                              MALE ISSUE AGE 55
                        $4380.00 ANNUAL BASIC PREMIUM
                                NONSMOKER RISK
                             FACE AMOUNT $250,000
                            DEATH BENEFIT OPTION 1
   
<TABLE>
<CAPTION>
                 Premiums
               Accumulated            Death Benefit
                  at 5%          Gross Annual Investment             Total Account Value
Policy           Interest               Return of                Annual Investment Return of
Year             Per Year    Gross 0%   Gross 6%   Gross 12%   Gross 0%   Gross 6%   Gross 12%
<S>               <C>         <C>        <C>        <C>         <C>        <C>        <C>
 1                  4380      250000     250000     250000       2272       2465         2659
 2                  8979      250000     250000     250000       4579       5114         5674
 3                 13808      250000     250000     250000       6742       7772         8896
 4                 18878      250000     250000     250000       8758      10436        12344
 5                 24202      250000     250000     250000      10620      13099        16039

 6                 29792      250000     250000     250000      12321      15753        20001
 7                 35662      250000     250000     250000      13855      18392        24256
 8                 41825      250000     250000     250000      15207      21001        28827
 9                 48296      250000     250000     250000      16364      23565        33741
10                 55091      250000     250000     250000      17283      26040        39000

15                 94514      250000     250000     250000      17206      35829        71326
20                144829      250000     250000     250000       6827      38497       120106
25                209045           0     250000     250000          0      23493       201591
30                291002           0          0     369275          0          0       351690

10 (Age 65)        55091      250000     250000     250000      17283      26040        39000
</TABLE>

Policy                Cash Surrender Value
Year               Annual Investment Return of
                 Gross 0%    Gross 6%   Gross 12%

 1                    0           0            0
 2                 1123        1658         2218
 3                 3286        4316         5440
 4                 5302        6980         8888
 5                 7164        9643        12583

 6                 9182       12614        16862
 7                11061       15598        21462
 8                12759       18553        26379
 9                14262       21463        31639
10                15526       24283        37243

15                17177       35800        71297
20                 6827       38497       120106
25                    0       23493       201591
30                    0           0       351690

10 (Age 65)       15526       24283        37243
    

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

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

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

                                                                            37
<PAGE>
AetnaVest II Policy
                                  Table VIII

               FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY((1))
                              MALE ISSUE AGE 55
                        $4380.00 ANNUAL BASIC PREMIUM
                                NONSMOKER RISK
                             FACE AMOUNT $250,000
                            DEATH BENEFIT OPTION 1
   
<TABLE>
<CAPTION>
                 Premiums
               Accumulated            Death Benefit
                  at 5%          Gross Annual Investment             Total Account Value
Policy           Interest               Return of                Annual Investment Return of
Year             Per Year    Gross 0%   Gross 6%   Gross 12%   Gross 0%   Gross 6%   Gross 12%
<S>               <C>         <C>        <C>        <C>         <C>        <C>        <C>
 1                  4380      250000     250000     250000       1892       2070        2249
 2                  8979      250000     250000     250000       3743       4221        4723
 3                 13808      250000     250000     250000       5365       6264        7248
 4                 18878      250000     250000     250000       6746       8178        9817
 5                 24202      250000     250000     250000       7863       9933       12408

 6                 29792      250000     250000     250000       8691      11494       15002
 7                 35662      250000     250000     250000       9205      12824       17572
 8                 41825      250000     250000     250000       9365      13870       20079
 9                 48296      250000     250000     250000       9122      14568       22473
10                 55091      250000     250000     250000       8426      14849       24697

15                 94514           0     250000     250000          0       7292       31031
20                144829           0          0     250000          0          0       16952
25                209045           0          0          0          0          0           0
30                291002           0          0          0          0          0           0

10 (Age 65)        55091      250000     250000     250000       8426      14849       24697
</TABLE>


 Policy                Cash Surrender Value
Year               Annual Investment Return of
                 Gross 0%    Gross 6%   Gross 12%

 1                    0           0           0
 2                  287         765        1267
 3                 1909        2808        3792
 4                 3290        4722        6361
 5                 4407        6477        8952

 6                 5552        8355       11863
 7                 6411       10030       14778
 8                 6917       11422       17631
 9                 7020       12466       20371
10                 6669       13092       22940

15                    0        7263       31002
20                    0           0       16952
25                    0           0           0
30                    0           0           0

10 (Age 65)        6669       13092       22940
    

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

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

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

38
<PAGE>
AetnaVest II Policy
                                   Table IX

               FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY((1))
                             UNISEX ISSUE AGE 35
                        $1350.00 ANNUAL BASIC PREMIUM
                                NONSMOKER RISK
                             FACE AMOUNT $250,000
                            DEATH BENEFIT OPTION 1
   
<TABLE>
<CAPTION>
                 Premiums
               Accumulated            Death Benefit
                  at 5%          Gross Annual Investment               Total Account Value
Policy           Interest               Return of                  Annual Investment Return of
Year             Per Year    Gross 0%   Gross 6%    Gross 12%   Gross 0%   Gross 6%    Gross 12%
<S>               <C>         <C>        <C>         <C>         <C>        <C>         <C>
 1                 1350       250000     250000       250000       640         698         755
 2                 2768       250000     250000       250000      1428        1589        1757
 3                 4256       250000     250000       250000      2180        2495        2839
 4                 5819       250000     250000       250000      2889        3410        4001
 5                 7460       250000     250000       250000      3554        4333        5251

 6                 9183       250000     250000       250000      4173        5260        6595
 7                10992       250000     250000       250000      4748        6193        8043
 8                12891       250000     250000       250000      5273        7126        9603
 9                14886       250000     250000       250000      5750        8061       11285
10                16980       250000     250000       250000      6175        8993       13100

15                29131       250000     250000       250000      7458       13521       24647
20                44639       250000     250000       250000      6945       17309       41837
25                64432       250000     250000       250000      3986       19421       68075
30                89692            0     250000       250000         0       18147      109359

30 (Age 65)       89692            0     250000       250000         0       18147      109359
</TABLE>

                       Cash Surrender Value
Policy             Annual Investment Return of
Year             Gross 0%    Gross 6%   Gross 12%

 1                    0           0            0
 2                  138         299          467
 3                  890        1205         1549
 4                 1599        2120         2711
 5                 2264        3043         3961

 6                 3001        4088         5423
 7                 3705        5150         7000
 8                 4359        6212         8689
 9                 4965        7276        10500
10                 5519        8337        12444

15                 7447       13510        24636
20                 6945       17309        41837
25                 3986       19421        68075
30                    0       18147       109359

30 (Age 65)           0       18147       109359
    

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

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

These investment results are illustrative only and should not be considered a
representation of past or future investment results. Actual investment results
may be more or less than those shown and will depend on a number of factors
including the Policy Owner's allocations, and the Fund's rates of return. The
Total Account Value and Cash 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.

                                                                            39
<PAGE>
AetnaVest II Policy
                                   Table X

               FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY((1))
                             UNISEX ISSUE AGE 35
                        $1350.00 ANNUAL BASIC PREMIUM
                                NONSMOKER RISK
                             FACE AMOUNT $250,000
                            DEATH BENEFIT OPTION 1
   

<TABLE>
<CAPTION>
                 Premiums
               Accumulated            Death Benefit
                  at 5%          Gross Annual Investment             Total Account Value
Policy           Interest               Return of                Annual Investment Return of
Year             Per Year    Gross 0%   Gross 6%   Gross 12%   Gross 0%   Gross 6%   Gross 12%
<S>               <C>         <C>        <C>        <C>         <C>        <C>        <C>
 1                 1350       250000     250000     250000        603        659         714
 2                 2768       250000     250000     250000       1351       1506        1667
 3                 4256       250000     250000     250000       2061       2363        2691
 4                 5819       250000     250000     250000       2726       3223        3785
 5                 7460       250000     250000     250000       3345       4084        4955

 6                 9183       250000     250000     250000       3917       4943        6206
 7                10992       250000     250000     250000       4434       5794        7539
 8                12891       250000     250000     250000       4901       6639        8965
 9                14886       250000     250000     250000       5309       7468       10484
10                16980       250000     250000     250000       5662       8283       12109

15                29131       250000     250000     250000       6398      11883       22010
20                44639       250000     250000     250000       4844      13857       35573
25                64432            0     250000     250000          0      11948       53639
30                89692            0     250000     250000          0       2155       77591

30 (Age 65)       89692            0     250000     250000          0       2155       77591
</TABLE>

                       Cash Surrender Value
Policy             Annual Investment Return of
Year             Gross 0%    Gross 6%   Gross 12%

 1                    0           0           0
 2                   61         216         377
 3                  771        1073        1401
 4                 1436        1933        2495
 5                 2055        2794        3665

 6                 2745        3771        5034
 7                 3391        4751        6496
 8                 3987        5725        8051
 9                 4524        6683        9699
10                 5006        7627       11453

15                 6387       11872       21999
20                 4844       13857       35573
25                    0       11948       53639
30                    0        2155       77591

30 (Age 65)           0        2155       77591
    


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

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

These investment results are illustrative only and should not be considered a
representation of past or future investment results. Actual investment results
may be more or less than those shown and will depend on a number of factors
including the Policy Owner's allocations, and the Fund's rates of return. The
Total Account Value and Cash 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.

40
<PAGE>
AetnaVest II Policy
                                   Table XI

               FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY((1))
                             UNISEX ISSUE AGE 55
                        $4,200.00 ANNUAL BASIC PREMIUM
                                NONSMOKER RISK
                             FACE AMOUNT $250,000
                            DEATH BENEFIT OPTION 1
   
<TABLE>
<CAPTION>
                 Premiums
               Accumulated            Death Benefit
                  at 5%          Gross Annual Investment             Total Account Value
Policy           Interest               Return of                Annual Investment Return of
Year             Per Year    Gross 0%   Gross 6%   Gross 12%   Gross 0%   Gross 6%   Gross 12%
<S>               <C>         <C>        <C>        <C>         <C>        <C>        <C>
 1                  4200      250000     250000     250000       2253       2440         2629
 2                  8610      250000     250000     250000       4541       5062         5609
 3                 13241      250000     250000     250000       6697       7706         8806
 4                 18103      250000     250000     250000       8710      10357        12229
 5                 23208      250000     250000     250000      10572      13009        15896

 6                 28568      250000     250000     250000      12276      15654        19829
 7                 34196      250000     250000     250000      13819      18288        24057
 8                 40106      250000     250000     250000      15187      20898        28601
 9                 46312      250000     250000     250000      16371      23474        33494
10                 52827      250000     250000     250000      17335      25978        38743

15                 90630      250000     250000     250000      17825      36280        71278
20                138877      250000     250000     250000       8519      40053       120426
25                200454           0     250000     250000          0      28329       202666
30                279043           0          0     370462          0          0       352821

10 (Age 65)        52827      250000     250000     250000      17335      25978        38743
</TABLE>

                       Cash Surrender Value
Policy             Annual Investment Return of
Year             Gross 0%    Gross 6%   Gross 12%

 1                    0           0            0
 2                 1229        1750         2297
 3                 3385        4394         5494
 4                 5398        7045         8917
 5                 7260        9697        12584

 6                 9268       12646        16821
 7                11142       15611        21380
 8                12841       18552        26255
 9                14356       21459        31479
10                15651       24294        37059

15                17797       36252        71250
20                 8519       40053       120426
25                    0       28329       202666
30                    0           0       352821

10 (Age 65)       15651       24294        37059
    

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

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

These investment results are illustrative only and should not be considered a
representation of past or future investment results. Actual investment results
may be more or less than those shown and will depend on a number of factors
including the Policy Owner's allocations, and the Fund's rates of return. The
Total Account Value and Cash 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.

                                                                            41
<PAGE>
AetnaVest II Policy
                                  Table XII

               FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY((1))
                             UNISEX ISSUE AGE 55
                        $4,200.00 ANNUAL BASIC PREMIUM
                                NONSMOKER RISK
                             FACE AMOUNT $250,000
                            DEATH BENEFIT OPTION 1
   
<TABLE>
<CAPTION>
                 Premiums
               Accumulated            Death Benefit
                  at 5%          Gross Annual Investment             Total Account Value
Policy           Interest               Return of                Annual Investment Return of
Year             Per Year    Gross 0%   Gross 6%   Gross 12%   Gross 0%   Gross 6%   Gross 12%
<S>               <C>         <C>        <C>        <C>         <C>        <C>        <C>
 1                  4200      250000     250000     250000       1809       1979        2150
 2                  8610      250000     250000     250000       3595       4053        4534
 3                 13241      250000     250000     250000       5169       6032        6976
 4                 18103      250000     250000     250000       6524       7900        9473
 5                 23208      250000     250000     250000       7647       9639       12018

 6                 28568      250000     250000     250000       8510      11211       14587
 7                 34196      250000     250000     250000       9089      12584       17161
 8                 40106      250000     250000     250000       9347      13708       19704
 9                 46312      250000     250000     250000       9233      14519       22165
10                 52827      250000     250000     250000       8701      14953       24496

15                 90630           0     250000     250000          0       9185       32410
20                138877           0          0     250000          0          0       24109
25                200454           0          0          0          0          0           0
30                279043           0          0          0          0          0           0

10 (Age 65)        52827      250000     250000     250000       8701      14953       24496
</TABLE>


                       Cash Surrender Value
Policy             Annual Investment Return of
Year             Gross 0%    Gross 6%   Gross 12%

 1                    0           0           0
 2                  283         741        1222
 3                 1857        2720        3664
 4                 3212        4588        6161
 5                 4335        6327        8706

 6                 5502        8203       11579
 7                 6412        9907       14484
 8                 7001       11362       17358
 9                 7218       12504       20150
10                 7017       13269       22812

15                    0        9157       32382
20                    0           0       24109
25                    0           0           0
30                    0           0           0

10 (Age 65)        7017       13269       22812
    

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

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

   
These investment results are illustrative only and should not be considered a
representation of past or future investment results. Actual investment results
may be more or less than those shown and will depend on a number of factors
including the Policy Owner's allocations, and the Fund's rates of return. The
Total Account Value and Cash 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. 
    


42
<PAGE>

FINANCIAL STATEMENTS
VARIABLE LIFE ACCOUNT B

   Index

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

                                      S-1
<PAGE>
Independent Auditors' Report

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

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

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

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

                                                         KPMG Peat Marwick LLP

Hartford, Connecticut
February 16, 1996

                                       S-2
<PAGE>
Variable Life Account B
Statement of Assets and Liabilities--December 31, 1995

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

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

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

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

See Notes to Financial Statements.

                                      S-5
<PAGE>
Variable Life Account B
Statement of Operations--Year Ended December 31, 1995

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

                                       S-6
<PAGE>
Variable Life Account B
Statements of Changes in Net Assets

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

                                      S-7
<PAGE>
                            Variable Life Account B
               Notes to Financial Statements--December 31, 1995

1. Summary of Significant Accounting Policies

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

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

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

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

b. Other

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

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

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

                                       S-8
<PAGE>
Variable Life Account B
         Notes to Financial Statements--December 31, 1995 (continued)

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

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

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

                                      S-9
<PAGE>
Variable Life Account B
   Condensed Financial Information
   Change in Value of Accumulation Unit--January 1, 1995 to December 31, 1995

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

                                      S-10
<PAGE>
Increase
                                                                                         (Decrease)
                                                                Value at    Value at    in Value of
                                                                Beginning      End      Accumulation
                                                                of Period   of Period       Unit
Janus Aspen Series:
Aggressive Growth Portfolio:
 AetnaVest                                                       $11.976     $15.114        26.21%
 AetnaVest II                                                     11.976      15.114        26.21%
 AetnaVest Plus                                                   11.975      15.114        26.22%
 Corporate Speciality Market                                      10.000      11.340        13.40% (5)
Balanced Portfolio:
 AetnaVest                                                       $ 9.837     $12.142        23.43%
 AetnaVest II                                                      9.894      12.237        23.67%
 AetnaVest Plus                                                    9.823      12.136        23.54%
 Corporate Speciality Market                                      10.000      10.643         6.43% (6)
Growth Portfolio:
 AetnaVest                                                       $ 9.848     $12.704        28.99%
 AetnaVest II                                                      9.848      12.692        28.88%
 AetnaVest Plus                                                    9.834      12.674        28.88%
 Corporate Speciality Market                                      10.000      10.430         4.30% (6)
Short-Term Bond Portfolio:
 AetnaVest                                                       $10.113     $10.967         8.45%
 AetnaVest II                                                     10.102      10.955         8.44%
 AetnaVest Plus                                                   10.074      10.925         8.45%
Worldwide Growth Portfolio:
 AetnaVest                                                       $10.165     $12.809        26.01%
 AetnaVest II                                                     10.168      12.813        26.01%
 AetnaVest Plus                                                   10.155      12.797        26.01%
Scudder Variable Life Investment Fund--International
Portfolio:
 AetnaVest                                                       $11.633     $12.798        10.01%
 AetnaVest II                                                     11.562      12.719        10.01%
 AetnaVest Plus                                                   11.497      12.648        10.01%
 Corporate Speciality Market                                      10.000      10.598         5.98% (2)
TCI Portfolios, Inc.--TCI Growth:
 AetnaVest                                                       $10.216     $13.248        29.68%
 AetnaVest II                                                     10.253      13.307        29.80%
 AetnaVest Plus                                                   10.113      13.126        29.80%
 Corporate Speciality Market                                      10.000      12.005        20.05% (2)
</TABLE>

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

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

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

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

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

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

                                      S-11

<PAGE>
CONSOLIDATED FINANCIAL STATEMENTS
          Aetna Life Insurance and Annuity Company and Subsidiaries

                                      Index

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

                                       F-1
<PAGE>
Independent Auditors' Report
The Shareholder and Board of Directors
Aetna Life Insurance and Annuity Company:
We have audited the accompanying consolidated balance sheets of Aetna Life
Insurance and Annuity Company and Subsidiaries as of December 31, 1995 and 1994,
and the related consolidated statements of income, changes in shareholder's
equity and cash flows for each of the years in the three- year period ended
December 31, 1995. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

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

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

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

                                                         KPMG Peat Marwick LLP

Hartford, Connecticut
February 6, 1996

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

Consolidated Statements of Income
(millions)


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

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

Income before federal income taxes                    260.0     216.5      219.1

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

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

See Notes to Consolidated Financial Statements.

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

Consolidated Balance Sheets
(millions)

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

See Notes to Consolidated Financial Statements.

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

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

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

See Notes to Consolidated Financial Statements.

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

Consolidated Statements of Cash Flows
(millions)

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

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

</TABLE>

See Notes to Consolidated Financial Statements.

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

Consolidated Statements of Cash Flows (continued)
(millions)

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

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

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

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

See Notes to Consolidated Financial Statements.

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

                  Notes to Consolidated Financial Statements
                      December 31, 1995, 1994, and 1993
1. Summary of Significant Accounting Policies

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

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

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

   Basis of Presentation

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

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

   Accounting Changes

   Accounting for Certain Investments in Debt and Equity Securities

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

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

            Notes to Consolidated Financial Statements (Continued) 

1. Summary of Significant Accounting Policies (Continued) 

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

   Use of Estimates

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

   Cash and Cash Equivalents

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

   Investments

   Debt Securities

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

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

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

   Equity Securities

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

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

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

            Notes to Consolidated Financial Statements (Continued)
1. Summary of Significant Accounting Policies (Continued)

Mortgage Loans and Policy Loans

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

   Limited Partnership

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

   Short-Term Investments

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

   Deferred Policy Acquisition Costs

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

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

   Insurance Reserve Liabilities

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

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

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

            Notes to Consolidated Financial Statements (Continued) 

1. Summary of Significant Accounting Policies (Continued) 

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

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

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

   Premiums, Charges Assessed Against Policyholders, Benefits and Expenses

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

   Separate Accounts

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

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

            Notes to Consolidated Financial Statements (Continued)
1. Summary of Significant Accounting Policies (Continued)

Federal Income Taxes

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

   2. Investments

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

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

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

            Notes to Consolidated Financial Statements (Continued) 
2. Investments (Continued) 

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

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

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

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

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

            Notes to Consolidated Financial Statements (Continued)
2. Investments (Continued)

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

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

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

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

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


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

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

            Notes to Consolidated Financial Statements (Continued) 

2. Investments (Continued) 

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

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

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

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

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

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

            Notes to Consolidated Financial Statements (Continued) 
2. Investments (Continued) 

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

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

   Investments in available for sale equity securities were as follows:


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

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

   3. Capital Gains and Losses on Investment Operations

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

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

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

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

            Notes to Consolidated Financial Statements (Continued)
3. Capital Gains and Losses on Investment Operations (Continued)

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

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

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

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

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

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

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

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

            Notes to Consolidated Financial Statements (Continued)
3. Capital Gains and Losses on Investment Operations (Continued)

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

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

4. Net Investment Income

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

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

5. Dividend Restrictions and Shareholder's Equity

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

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

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

            Notes to Consolidated Financial Statements (Continued) 

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

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

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

   6. Federal Income Taxes

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

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

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

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

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

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

            Notes to Consolidated Financial Statements (Continued)
6. Federal Income Taxes (Continued)

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

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

                                                            1995     1994
                                                           ------   -------
Deferred tax assets:                                          (millions)

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

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

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

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

            Notes to Consolidated Financial Statements (Continued) 

6. Federal Income Taxes (Continued) 

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

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

   7. Benefit Plans

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

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

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

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

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

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

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

            Notes to Consolidated Financial Statements (Continued) 
7. Benefit Plans (Continued) 

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

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

   8. Related Party Transactions

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

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

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

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

            Notes to Consolidated Financial Statements (Continued) 

8. Related Party Transactions (Continued) 

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

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

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

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

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

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

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

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

   9. Reinsurance

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

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

            Notes to Consolidated Financial Statements (Continued) 

9. Reinsurance (Continued) 

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

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

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

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

   Estimated Fair Value

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

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

            Notes to Consolidated Financial Statements (Continued)
10. Financial Instruments (Continued)

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

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

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

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

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

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

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

            Notes to Consolidated Financial Statements (Continued)
10. Financial Instruments (Continued)
Investment contract liabilities (included in Policyholders' Funds Left With
the Company):

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

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

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

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

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

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

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

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

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

11. Commitments and Contingent Liabilities

Commitments

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

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

            Notes to Consolidated Financial Statements (Continued)
11. Commitments and Contingent Liabilities (Continued)

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

   Litigation

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

   12. Segment Information

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

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

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

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

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

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

                                      F-27

<PAGE>

                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS



                           UNDERTAKING TO FILE REPORTS


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

                        UNDERTAKING PURSUANT TO RULE 484

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

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

REGISTRANT MAKES THE FOLLOWING REPRESENTATIONS:

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

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

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

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

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


                CONTENTS OF POST-EFFECTIVE AMENDMENT NO. 4 TO
                             REGISTRATION STATEMENT

This Post-Effective Amendment No. 4 to Registration Statement No. 33-76004
comprises the following papers and documents:

 o   The facing sheet
 o   One Prospectus for the Aetna Vest and Aetna Vest II Flexible Premium
     Variable Life Insurance Policy consisting of 80 pages
 o   The undertaking to file reports
 o   The undertaking pursuant to Rule 484
 o   Representations pursuant to Rule 6e-3(T)
 o   The signatures
 o   Written consents of the following persons:
      A. Actuarial Opinion and Consent
      B. Consent of KPMG Peat Marwick LLP
      C. Consent of Counsel

    The following Exhibits:

      1. Exhibits required by paragraph A of instructions to exhibits for
Form N-8B-2:
         (1)      Resolution establishing Variable Life Account B(1)
         (2)      Not Applicable
         (3)(i)   Master General Agent Agreement(1)
         (3)(ii)  Life Insurance General Agent Agreement(1)
         (3)(iii) Broker Agreement(1)
         (3)(iv)  Life Insurance Broker-Dealer Agreement(1)
         (4)      Not Applicable
         (5)(i)   Form of AetnaVest I Policy (Policy No. 38899)(2)
         (5)(ii)  Form of AetnaVest II Policy, including Term Rider
                  (Policy No. 38899-90)(3)

<PAGE>

         (6)      Certificate of Incorporation and By-laws of Aetna Life
                  Insurance and Annuity Company, Depositor(4)
         (7)      Not Applicable
         (8)(i)   Fund Participation Agreement (Amended and Restated)
                  between Aetna Life Insurance and Annuity Company, Alger
                  American Fund and Fred Alger Management, Inc., dated as of
                  March 31, 1995(5)
         (8)(ii)  Fund Participation Agreement between Aetna Life
                  Insurance and Annuity Company and Fidelity Distributors
                  Corporation (Variable Insurance Products Fund) dated February
                  1, 1994 and amended March 1, 1996(5)
         (8)(iii) Fund Participation Agreement between Aetna Life
                  Insurance and Annuity Company and Fidelity Distributors
                  Corporation (Variable Insurance Products Fund II) dated
                  February 1, 1994 and amended March 1, 1996(5)
         (8)(iv)  Fund Participation Agreement between Aetna Life
                  Insurance and Annuity Company and Janus Aspen Series dated
                  April 19, 1994 and amended March 1, 1996(5)
         (8)(v)   Fund Participation Agreement between Aetna Life
                  Insurance and Annuity Company and Scudder Variable Life
                  Investment Fund dated April 27, 1992 and amended February 19,
                  1993 and August 13, 1993(5)
         (8)(vi)  Fund Participation Agreement between Aetna Life
                  Insurance and Annuity Company, Investors Research Corporation
                  and TCI Portfolios, Inc., dated July 29, 1992 and amended
                  December 22, 1992 and June 1, 1994(5)
         (9)      Not Applicable
         (10)(i)  Form of Application for AetnaVest I Policy(2)
         (10)(ii) Form of Application for AetnaVest II Policy(6)

      2.    Opinion of Counsel(7)
      3.    Not Applicable
      4.    Not Applicable
      5.    Not Applicable
      6.    Copy of Power of Attorney(8)

       (27) Financial Data Schedule

1. Incorporated by reference to Post-Effective Amendment No. 2 to
   Registration Statement on Form S-6 (File No. 33-76004), as filed
   electronically on February 16, 1996.
2. Incorporated by reference to Post-Effective Amendment No. 25 to
   Registration Statement on Form S-6 (File No. 33-2339), as filed on April
   25, 1995.
3. Incorporated by reference to Pre-Effective Amendment No. 1 to Registration
   Statement on Form S-6 (File No. 33-76004) filed on April 23, 1994.
4. Incorporated by reference to Post-Effective Amendment No. 1 to
   Registration Statement on Form S-1 (File No. 33-60477), as filed
   electronically on April 15, 1996.
5. Incorporated by reference to Post-Effective Amendment No. 5 to
   Registration Statement on Form N-4 (File No. 33-75986), as filed
   electronically on April 12, 1996.
6. Incorporated by reference to Post-Effective Amendment No. 1 to
   Registration Statement on Form S-6 (File No. 33-76004), as filed on April
   25, 1995.

<PAGE>

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


<PAGE>

                                   SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant, Variable Life Account B of Aetna Life Insurance and Annuity Company,
certifies that it meets the requirements of Securities Act Rule 485(b) for
effectiveness of this Post-Effective Amendment No. 4 to its Registration
Statement on Form S-6 (File No 33-76004) and, has duly caused this
Post-Effective Amendment No. 4 to its Registration Statement on Form S-6 (File
No. 33-76004) to be signed on its behalf by the undersigned, thereunto duly
authorized, and the seal of the Depositor to be hereunto affixed and attested,
all in the City of Hartford, and State of Connecticut, on this 26th day of
April, 1996.

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

(SEAL)

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

                                      By: AETNA LIFE INSURANCE AND ANNUITY
                                          COMPANY
                                             (Depositor)

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


   Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 4 to the Registration Statement No. 33-76004 has
been signed below by the following persons in the capacities indicated and on
the dates indicated.

Signature                 Title                                Date

Daniel P. Kearney*        Director and President          )
- ------------------------- (Principal Executive Officer)   )
Daniel P. Kearney                                         )
                                                          )
                                                          )
Christopher J. Burns*     Director                        ) April 26, 1996
- -------------------------                                 )
Christopher J. Burns                                      )

<PAGE>



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

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


<PAGE>

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


April 24, 1996



Re:  AetnaVest and AetnaVest II (File No. 33-76004)

Dear Sir or Madam:

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

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

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

Very truly yours,

/s/ John B. Dinius

John B. Dinius
Vice President and Actuary
<PAGE>


                        Consent of Independent Auditors




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

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

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



                                                          KPMG Peat Marwick LLP

Hartford, Connecticut
April 26, 1996

<PAGE>

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

April 25, 1996


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

Attention:  Filing Desk

     Re: Variable Life Account B of Aetna Life Insurance and Annuity Company
         Post-Effective Amendment No. 4 to the Registration Statement on Form
         S-6
         File Nos. 33-76004 and 811-2512


Gentlemen:

As Counsel of Aetna Life Insurance and Annuity Company (the "Company"), I hereby
consent to the use of my opinion dated February 28, 1996 (incorporated herein by
reference to the 24f-2 Notice for the fiscal year ended December 31, 1995 filed
on behalf of Variable Life Account B of Aetna Life Insurance and Annuity Company
on February 29, 1996) as an exhibit to this Post-Effective Amendment No. 4 to
the Registration Statement on Form S-6 (File No. 33-76004) and to my being named
under the caption "Legal Matters" therein.

Very truly yours,

/s/ Susan E. Bryant

Susan E. Bryant
Counsel
Aetna Life Insurance and Annuity Company

<PAGE>

                             VARIABLE LIFE ACCOUNT B
                                  EXHIBIT INDEX


Exhibit No.  Exhibit                                                    Page
- -----------  -------                                                    ----
99-1.1       Resolution of the Board of Directors of Aetna Life           *
             Insurance and Annuity Company establishing Variable
             Life Account B

99-1.3(i)    Master General Agent Agreement                               *

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

99-1.3(iii)  Broker-Dealer Agreement                                      *

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

99-1.5(i)    Form of AetnaVest I Policy (Policy No. 38899)                *

99-1.5(ii)   Form of AetnaVest II Policy, including Term Rider
             (Policy No. 38899-90)                                        *

99-1.6       Certification of Incorporation and By-Laws of Depositor      *

99-1.8(i)    Fund Participation Agreement (Amended and Restated)          *
             between Aetna Life Insurance and Annuity Company, Alger
             American Fund and Fred Alger Management, Inc. dated as
             of March 31, 1996

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

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

99-1.8(iv)   Fund Participation Agreement between Aetna Life              *
             Insurance and Annuity Company and Janus Aspen Series
             dated April 19, 1994 and amended March 1, 1996

*Incorporated by reference


<PAGE>


Exhibit No.  Exhibit                                                    Page
- -----------  -------                                                    ----
99-1.8(v)    Fund Participation Agreement between Aetna Life              *
             Insurance and Annuity Company and Scudder Variable
             Life Investment Fund dated April 27, 1992 and amended
             February 19, 1993 and August 13, 1993

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

99-1.10(i)   Form of Application for AetnaVest I Policy                   *

99-1.10(ii)  Form of Application for AetnaVest II Policy                  *

99-2         Opinion of Counsel                                           *

99-6         Copy of Power of Attorney                                    *

27           Financial Data Schedule                                     ____

*Incorporated by reference


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