VARIABLE LIFE ACCOUNT B OF AETNA LIFE INSURANCE & ANNUITY CO
485BPOS, 1997-08-14
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As filed with the Securities and Exchange              Registration No. 33-64277
Commission on August 14, 1997                          Registration No. 811-4536

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

       Variable Life Account B of Aetna Life Insurance and Annuity Company

                    Aetna Life Insurance and Annuity Company

            151 Farmington Avenue, RE4A, Hartford, Connecticut 06l56

        Depositor's Telephone Number, including Area Code: (860) 273-4686

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

                           Julie E. Rockmore, Counsel
                    Aetna Life Insurance and Annuity Company
            151 Farmington Avenue, RE4A, Hartford, Connecticut 06l56
                (Name and Complete Address of Agent for Service)

- --------------------------------------------------------------------------------
It is proposed that this filing will become effective:

               immediately upon filing pursuant to paragraph (b) of Rule 485
  --------
     X         on August 21, 1997 pursuant to paragraph (b) of Rule 485
  --------

Pursuant to Rule 24f-2 under the Investment Company Act of 1940, the Registrant
has registered an indefinite number of securities under the Securities Act of
1933. Registrant filed a Rule 24f-2 Notice for the fiscal year ended December
31, 1996 on February 28, 1997.


<PAGE>


                             VARIABLE LIFE ACCOUNT B
                                       OF
                    AETNA LIFE INSURANCE AND ANNUITY COMPANY

                              Cross Reference Sheet

N-8B-2                Part 1 (Prospectus Dated May 1, 1997 and as Amended by
Item No.              Supplement dated August 21, 1997)
- --------              ---------------------------------

1                     Cover Page, and as amended; The Separate Account; The
                      Company

2                     Cover Page, and as amended; The Separate Account; The
                      Company

3                     Not Applicable

4                     Cover Page, and as amended; The Company; Additional
                      Information - Distribution of the Policy;

5                     The Separate Account; The Company

6                     The Separate Account; The Company

7                     Not Applicable

8                     Financial Statements

9                     Additional Information - Legal Matters

10                    The Separate Account; Charges and Fees, and as amended;
                      Policy Choices, and as amended; Policy Values; Policy
                      Rights; Additional Information

11                    Allocation of Premiums, and as amended - Fund Additions,
                      Deletions or Substitutions; Policy Choices, and as amended

12                    Cover Page, and as amended; Allocation of Premiums, and as
                      amended - The Funds

13                    Charges & Fees, and as amended; Additional Information -
                      Distribution of the Policy

14                    Policy Values; Additional Information; Miscellaneous
                      Policy Provisions

15                    Policy Summary; Allocation of Premiums, and as amended;
                      Policy Choices, and as amended; Policy Values

16                    Policy Summary; Allocation of Premiums, and as amended -
                      The Funds; Policy Values

17                    Policy Rights

18                    Allocation of Premiums, and as amended; Policy Choices,
                      and as amended; Policy Rights; Tax Matters

19                    Additional Information - Reports to Policy Owners
<PAGE>


N-8B-2                Part 1 (Prospectus Dated May 1, 1997 and as Amended by
Item No.              Supplement dated August 21, 1997)
- --------              ---------------------------------

20                    Not Applicable

21                    Policy Rights - Policy Loans

22                    Not Applicable

23                    Directors & Officers, and as amended

24                    Not Applicable

25                    The Company

26                    Charges and Fees, and as amended

27                    The Company

28                    Directors & Officers, and as amended

29                    The Company

30                    Not Applicable

31                    Not Applicable

32                    Not Applicable

33                    Not Applicable

34                    Not Applicable

35                    Additional Information - State Regulation

36                    Not Applicable

37                    Not Applicable

38                    Additional Information - Distribution of the Policy

39                    The Company

40                    Charges and Fees, and as amended

41                    The Company

42                    Director and Officers, and as amended

43                    Financial Statements

44                    Policy Values; Financial Statements

45                    Not Applicable

46                    The Separate Account; Policy Values

47                    The Separate Account; Policy Choices, and as amended;
                      Policy Values

48                    Not Applicable
<PAGE>


N-8B-2                Part 1 (Prospectus Dated May 1, 1997 and as Amended by
Item No.              Supplement dated August 21, 1997)
- --------              ---------------------------------

49                    Not Applicable

50                    The Separate Account

51                    Cover Page, and as amended; Policy Choices, and as amended

52                    The Separate Account; Allocation of Premiums, and as
                      amended - Fund Additions, Deletions or Substitutions

53                    Tax Matters

54                    Not Applicable

55                    Not Applicable

56                    Not Applicable

57                    Not Applicable

58                    Not Applicable

59                    Financial Statements


<PAGE>

                                     PART I

The Prospectus is incorporated into Part I of this Post-Effective Amendment No.
2, respectively, by reference to Post-Effective Amendment No. 1 to the
Registration Statement on Form S-6 (File No. 33-64277), as filed electronically
on April 22, 1997.


<PAGE>
                   Supplement to Prospectus Dated May 1, 1997
                           AetnaVest Estate Protector
                    Aetna Life Insurance and Annuity Company
                             Variable Life Account B


   The prospectus dated May 1, 1997 is amended as follows:

Cover:
     The following Funds will be replaced with the designated Substitute Funds
after the close of business of the New York Stock Exchange on November 26,
1997:


<TABLE>
<CAPTION>
Replaced Fund                                     Substitute Fund
<S>                                               <C>
Scudder Variable Life Investment Fund--           Portfolio Partners Scudder International
 International Portfolio Class A Shares            Growth Portfolio
American Century VP Capital Appreciation          Portfolio Partners MFS Research Growth
 (Formerly TCI Growth)                             Portfolio
Alger American Small Capitalization Portfolio     Portfolio Partners MFS Emerging Equities Portfolio
Janus Aspen Short-Term Bond Portfolio             Aetna Variable Encore Fund (money market)
</TABLE>


                      SUBJECT TO COMPLETION OR AMENDMENT

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SUPPLEMENT SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF ANY OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF
ANY SUCH STATE.


                 The Date of this Supplement is August 21, 1997

Form No. X64277-97

                                                                               1
<PAGE>

Prospectus - Page 4

     The table under Charges & Fees--Charges Assessed Against the Underlying
Funds is amended by deleting the Replaced Funds and adding the following
Substitute Funds:


<TABLE>
<CAPTION>
                                                                     Investment
                                                                    Advisory Fees      Other Expenses
                                                                    (after expense     (after expense     Total Annual
                                                                    reimbursement)     reimbursement)     Fund Expenses
<S>                                                                     <C>                <C>                <C>
Portfolio Partners Scudder International Growth Portfolio  ......       .80%               .20%               1.00%(1)
Portfolio Partners MFS Emerging Equities Portfolio   ............       .70%(2)            .13%                .83%(1)
Portfolio Partners MFS Research Growth Portfolio  ...............       .70%(2)            .15%                .85%(1)
</TABLE>

(1) The Company has agreed to reimburse the Fund for expenses and/or waive its
fees so that the aggregate expenses will not exceed this amount through April
30, 1999. Without such reimbursements or waivers, Total Annual Fund Expenses
are estimated to be as follows: 1.00% for the Scudder International Growth
Portfolio; .87% for the MFS Emerging Equities Portfolio; and .92% for the MFS
Research Growth Portfolio.

(2) The advisory fee is .70% of the first $500 million in assets and .65% on the
excess.

Prospectus - Page 6

     In the Section Allocation of Premiums, the Substitute Funds will take the
place of the Replaced Funds after the close of business of the New York Stock
Exchange on November 26, 1997. Any amounts allocated to the Replaced Funds will
automatically be allocated to the Substitute Funds after that date. The
following will be added:

     Portfolio Partners Scudder International Growth Portfolio seeks long-term
growth of capital primarily through a diversified portfolio of marketable
foreign equity securities.

     Portfolio Partners MFS Emerging Equities Portfolio seeks long-term growth
of capital by investing primarily in common stocks issued by companies that its
subadviser believes are early in their life cycle but which have the potential
to become major enterprises (emerging growth companies).

     Portfolio Partners MFS Research Growth Portfolio seeks long-term growth of
capital and future income by investing primarily in common stocks or securities
convertible into common stocks issued by companies that the subadviser believes
to possess better-than-average prospects for long-term growth, and, to a lesser
extent, in income-producing securities including bonds and preferred stock.

     Aetna Life Insurance and Annuity Company serves as the investment adviser
to each Portfolio. Scudder, Stevens & Clark, Inc. serves as the subadviser to
the Scudder International Growth Portfolio, and Massachusetts Financial
Services Company serves as the subadviser to the MFS Emerging Equities and MFS
Research Growth Portfolios.

Prospectus - Page 11

     The Section in the prospectus discussing Policy Choices is amended by
adding the following to the Subsection on Automated Transfers (Dollar Cost
Averaging):

     Amounts being transferred into a Replaced Fund will automatically be
transferred into the Substitute Fund after the close of business of the New
York Stock Exchange on November 26, 1997, unless you have been dollar cost
averaging from the Aetna Variable Encore Fund into the Janus Aspen Short-Term
Bond Portfolio. In that event, your Dollar Cost Averaging will automatically
terminate after November 26, 1997. To continue with Dollar Cost Averaging after
that date, you must select Funds from the then-current list of available Funds.


2
<PAGE>

Prospectus - Page 19--Directors and Officers

     The list of directors and officers under Directors and Officers is amended
by deleting Laura R. Estes, Gail P. Johnson and Creed R. Terry from the list.

Prospectus - Page 28--Illustrations of Death Benefit, Total Account Values and
   Surrender Values.

     The tables have been revised as follows to reflect the applicable fund
expenses of the Substitute Funds instead of the Replaced Funds.

Illustrations of Death Benefit, Total Account Values and Surrender Values

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

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

The values shown in these illustrations vary according to assumptions used for
charges and gross rates of investment returns. The actual investment returns
experienced by the Policy and the charges deducted may be higher or lower than
those illustrated. The charges reflected on the first page consist of the
maximum allowable charges under the Policy, including 0.90% for mortality and
expense risks in all Policy Years and 12.35% for Premium Loads; the first page
also reflects 0.71% for expenses of the Funds based on the allocation described
below. The charges reflected on the second page consist of the current charges
imposed under the Policy, including 0.85% for mortality and expense risks in
Policy Years 1 through 20 only and 12.35% for Premium Loads; the second page
also reflects 0.71% for Fund expenses based on the allocation described below.
The charge for Fund expenses reflected in the illustrations assumes that Total
Account Values have been allocated equally among all Funds that will be
available under the Policy after November 26, 1997 and represent a fixed
average of the investment advisory fees and other expenses charged by each of
the Funds.

After deduction of these amounts, the illustrated gross annual investment rates
of return of 0%, 6%, and 12% correspond to approximate net annual rates of
- -1.56%, 4.44% and 10.44%, respectively, during the first 20 Policy Years, and
- -.71%, 5.29%, and 11.29%, respectively, thereafter on a current basis. On a
guaranteed basis, the illustrated gross annual investment rates of return of
0%, 6% and 12% correspond to approximate net annual rates of -1.61%, 4.39% and
10.39%, respectively.

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

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


                                                                               3
<PAGE>

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


4
<PAGE>

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


<TABLE>
<CAPTION>
                 Premiums
               Accumulated                Death Benefit
                    at                    Gross Annual
               5% Interest            Investment Return of
    Year         per Year    Gross 0.0%   Gross 6.0%   Gross 12.0%
 <S>             <C>           <C>          <C>          <C>
  1                2,822       250,000      250,000      250,000
  2                5,786       250,000      250,000      250,000
  3                8,898       250,000      250,000      250,000
  4               12,165       250,000      250,000      250,000
  5               15,596       250,000      250,000      250,000

  6               19,198       250,000      250,000      250,000
  7               22,980       250,000      250,000      250,000
  8               26,951       250,000      250,000      250,000
  9               31,121       250,000      250,000      250,000
 10               35,500       250,000      250,000      250,000

 15               60,903       250,000      250,000      250,000
 20               93,325       250,000      250,000      273,675
 25              134,705       250,000      250,000      393,638
 30              187,517       250,000      250,000      550,738

 20 (Age 65)      93,325       250,000      250,000      273,675
</TABLE>


<TABLE>
<CAPTION>
                         Total Account Value                   Cash Surrender Value*
                     Annual Investment Return of            Annual Investment Return of
    Year       Gross 0.0%   Gross 6.0%   Gross 12.0%   Gross 0.0%   Gross 6.0%   Gross 12.0%
 <S>             <C>          <C>          <C>           <C>          <C>          <C>
  1               1,346         1,456        1,566          782           892        1,002
  2               3,379         3,707        4,049        2,780         3,108        3,450
  3               5,372         6,050        6,783        2,066         2,744        3,477
  4               7,326         8,488        9,792        3,380         4,542        5,846
  5               9,239        11,023       13,105        5,535         7,319        9,401

  6              11,109        13,659       16,750        7,647        10,197       13,288
  7              12,937        16,397       20,761        9,717        13,177       17,541
  8              14,719        19,239       25,173       11,741        16,261       22,195
  9              16,452        22,186       30,024       13,716        19,450       27,288
 10              18,134        25,239       35,357       15,640        22,745       32,863

 15              25,632        42,113       71,084       24,347        40,828       69,799
 20              30,932        61,460      128,427       30,932        61,460      128,427
 25              31,818        81,980      218,348       31,818        81,980      218,348
 30              23,283       100,675      354,582       23,283       100,675      354,582

 20 (Age 65)     30,932        61,460      128,427       30,932        61,460      128,427
</TABLE>

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

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

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

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

     *The Cash Surrender Values reflect the application of the maximum
Surrender Charge under the Contract and allowed in most states. The Surrender
Charge may be limited to a lower amount in certain states.


                                                                               5
<PAGE>

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


<TABLE>
<CAPTION>
                 Premiums
               Accumulated                Death Benefit
                    at                    Gross Annual
               5% Interest            Investment Return of
    Year         per Year    Gross 0.0%   Gross 6.0%   Gross 12.0%
 <S>             <C>           <C>          <C>          <C>
  1                2,822       250,000      250,000      250,000
  2                5,786       250,000      250,000      250,000
  3                8,898       250,000      250,000      250,000
  4               12,165       250,000      250,000      250,000
  5               15,596       250,000      250,000      250,000

  6               19,198       250,000      250,000      250,000
  7               22,980       250,000      250,000      250,000
  8               26,951       250,000      250,000      250,000
  9               31,121       250,000      250,000      250,000
 10               35,500       250,000      250,000      250,000

 15               60,903       250,000      250,000      250,000
 20               93,325       250,000      250,000      291,728
 25              134,705       250,000      250,000      436,643
 30              187,517       250,000      250,000      634,956

 20 (Age 65)      93,325       250,000      250,000      291,728
</TABLE>


<TABLE>
<CAPTION>
                         Total Account Value                   Cash Surrender Value*
                     Annual Investment Return of            Annual Investment Return of
    Year       Gross 0.0%   Gross 6.0%   Gross 12.0%   Gross 0.0%   Gross 6.0%   Gross 12.0%
 <S>             <C>          <C>          <C>           <C>          <C>          <C>
  1               1,466         1,580        1,694          902         1,016        1,130
  2               3,618         3,961        4,318        3,019         3,362        3,719
  3               5,729         6,441        7,210        2,423         3,135        3,904
  4               7,800         9,024       10,396        3,854         5,078        6,450
  5               9,829        11,711       13,904        6,125         8,007       10,200

  6              11,816        14,507       17,767        8,354        11,045       14,305
  7              13,758        17,413       22,021       10,538        14,193       18,801
  8              15,653        20,433       26,702       12,675        17,455       23,724
  9              17,500        23,567       31,854       14,764        20,831       29,118
 10              19,295        26,817       37,522       16,801        24,323       35,028

 15              27,345        44,849       75,593       26,060        43,564       74,308
 20              33,190        65,721      136,899       33,190        65,721      136,899
 25              36,319        92,156      242,202       36,319        92,156      242,202
 30              30,125       120,496      408,805       30,125       120,496      408,805

 20 (Age 65)     33,190        65,721      136,899       33,190        65,721      136,899
</TABLE>

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

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

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

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

     *The Cash Surrender Values reflect the application of the maximum
Surrender Charge under the Contract and allowed in most states. The Surrender
Charge may be limited to a lower amount in certain states.


6
<PAGE>

Financial Statements
     Following are the unaudited financial statements as of March 31, 1997 for
Variable Life Account B and Aetna Life Insurance and Annuity Company.





                             VARIABLE LIFE ACCOUNT B
                              FINANCIAL STATEMENTS


                                     Index


<TABLE>
<S>                                                                                        <C>
 Statement of Assets and Liabilities as of March 31, 1997 (unaudited)    ...............   S-2
Statements of Operations and Changes in Net Assets for the three months
   ended March 31, 1997 and March 31, 1996 (unaudited)    ..............................   S-4
 Condensed Financial Information for the three months ended March 31, 1997 (unaudited)     S-5
 Notes to Financial Statements -- March 31, 1997 (unaudited)   .........................   S-8
</TABLE>


                                      S-1
<PAGE>

Variable Life Account B

Statement of Assets and Liabilities--March 31, 1997 (Unaudited)



<TABLE>
<S>                                                                                  <C>
ASSETS:
Investments, at net asset value: (Note 1)
 Aetna Variable Fund; 2,960,415 shares (cost $89,278,680)   ........................ $ 97,909,299
 Aetna Income Shares; 1,045,713 shares (cost $13,363,458)   ........................   13,165,731
 Aetna Variable Encore Fund; 1,227,381 shares (cost $15,807,543)  ..................   15,746,491
 Aetna Investment Advisers Fund, Inc.; 1,091,726 shares (cost $15,188,940) .........   16,429,385
 Aetna Ascent Variable Portfolio; 68,622 shares (cost $854,021)   ..................      863,923
 Aetna Crossroads Variable Portfolio; 16,359 shares (cost $197,046)  ...............      196,092
 Aetna Legacy Variable Portfolio; 4,996 shares (cost $56,579)  .....................       56,152
 Alger American Small Capitalization Portfolio; 345,556 shares (cost $14,099,553)      12,460,754
 American Century VP Capital Appreciation Fund; 652,426 shares (cost $6,893,822) ...    5,558,671
 Fidelity Investments Variable Insurance Products Fund:
  Equity-Income Portfolio; 818,103 shares (cost $15,998,533)   .....................   15,683,029
  Growth Portfolio; 187,282 shares (cost $5,537,815)  ..............................    5,489,224
  Overseas Portfolio; 32,503 shares (cost $569,345)   ..............................      577,577
 Fidelity Investments Variable Insurance Products Fund II:
  Asset Manager Portfolio; 97,944 shares (cost $1,506,123)  ........................    1,461,329
  Contrafund Portfolio; 527,095 shares (cost $8,030,087) ...........................    8,328,106
 Janus Aspen Series:
  Aggressive Growth Portfolio; 595,943 shares (cost $10,670,058)  ..................    9,541,046
  Balanced Portfolio; 287,055 shares (cost $4,047,436)   ...........................    4,320,181
  Growth Portfolio; 530,993 shares (cost $7,746,679)  ..............................    8,278,181
  Short-Term Bond Portfolio; 390,958 shares (cost $3,872,649)  .....................    3,944,763
  Worldwide Growth Portfolio; 656,748 shares (cost $12,087,431)   ..................   13,561,854
 Scudder Variable Life Investment Fund--
  International Portfolio; 847,331 shares (cost $10,042,514)   .....................   11,193,242
                                                                                     -------------
NET ASSETS (cost $235,848,312)   ................................................... $244,765,030
                                                                                     =============
Net assets represented by:
Policyholders' account values: (Notes 1 and 5)
Aetna Variable Fund:
 Policyholders' account values   ................................................... $ 97,909,299
Aetna Income Shares:
 Policyholders' account values   ...................................................   13,165,731
Aetna Variable Encore Fund:
 Policyholders' account values   ...................................................   15,746,491
Aetna Investment Advisers Fund, Inc.:
 Policyholders' account values   ...................................................   16,429,385
Aetna Ascent Variable Portfolio:
 Policyholders' account values   ...................................................      863,923
Aetna Crossroads Variable Portfolio:
 Policyholders' account values   ...................................................      196,092
</TABLE>

                                      S-2
<PAGE>

Variable Life Account B

Statement of Assets and Liabilities--March 31, 1997 (unaudited & continued):

Aetna Legacy Variable Portfolio:
 Policyholders' account values   .............................. $     56,152
Alger American Small Capitalization Portfolio:
 Policyholders' account values   ..............................   12,460,754
American Century VP Capital Appreciation Fund:
 Policyholders' account values   ..............................    5,558,671
Fidelity Investments Variable Insurance Products Fund:
 Equity-Income Portfolio:
 Policyholders' account values   ..............................   15,683,029
 Growth Portfolio:
 Policyholders' account values   ..............................    5,489,224
 Overseas Portfolio:
 Policyholders' account values   ..............................      577,577
Fidelity Investments Variable Insurance Products Fund II:
 Asset Manager Portfolio:
 Policyholders' account values   ..............................    1,461,329
Contrafund Portfolio:
 Policyholders' account values   ..............................    8,328,106
Janus Aspen Series:
 Aggressive Growth Portfolio:
 Policyholders' account values   ..............................    9,541,046
 Balanced Portfolio:
 Policyholders' account values   ..............................    4,320,181
 Growth Portfolio:
 Policyholders' account values   ..............................    8,278,181
 Short-Term Bond Portfolio:
 Policyholders' account values   ..............................    3,944,763
 Worldwide Growth Portfolio:
 Policyholders' account values   ..............................   13,561,854
Scudder Variable Life Investment Fund--International Portfolio:
 Policyholders' account values   ..............................   11,193,242
                                                                -------------
                                                                $244,765,030
                                                                =============

See Notes to Financial Statements


                                      S-3
<PAGE>

Variable Life Account B

Statements of Operations and Changes in Net Assets



<TABLE>
<CAPTION>
                                                                    Three Months Ended   Three Months Ended
                                                                      March 31, 1997       March 31, 1996
                                                                        (Unaudited)         (Unaudited)
                                                                    -------------------- -------------------
INVESTMENT INCOME:
<S>                                                                    <C>                  <C>
Income: (Notes 1, 3 and 5)
 Dividends   ......................................................    $  2,905,983         $    359,401
Expenses: (Notes 2 and 5)
 Valuation Period Deductions   ....................................        (335,872)            (216,034)
                                                                       ------------         ------------
Net investment income    ..........................................       2,570,111              143,367
                                                                       ------------         ------------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain on sales of investments: (Notes 1, 4 and 5)
 Proceeds from sales  .............................................      15,319,304            3,428,998
 Cost of investments sold   .......................................      14,300,603            3,005,963
                                                                       ------------         ------------
  Net realized gain   .............................................       1,018,701              423,035
Net unrealized gain (loss) on investments: (Note 5)
 Beginning of period  .............................................      14,132,669            4,391,574
 End of period  ...................................................       8,916,718            9,478,418
                                                                       ------------         ------------
  Net change in unrealized gain (loss)  ...........................      (5,215,951)           5,086,844
                                                                       ------------         ------------
Net realized and unrealized gain (loss) on investments    .........      (4,197,250)           5,509,879
                                                                       ------------         ------------
Net (decrease) increase in net assets resulting from operations          (1,627,139)           5,653,246
                                                                       ------------         ------------
FROM UNIT TRANSACTIONS:
Variable life premium payments    .................................      32,286,413           21,128,211
Sales and administrative charges deducted by the Company  .........      (1,105,628)            (632,971)
Premiums allocated to the fixed account    ........................        (706,230)          (1,644,459)
                                                                       ------------         ------------
 Net premiums allocated to the variable account  ..................      30,474,555           18,850,781
Transfers to the Company for monthly deductions  ..................      (4,828,049)          (3,306,575)
Redemptions by contract holders   .................................      (2,187,917)          (1,152,122)
Transfers on account of policy loans    ...........................        (187,877)            (422,131)
Other  ............................................................         (52,426)              43,265
                                                                       ------------         ------------
 Net increase in net assets from unit transactions (Note 5)  ......      23,218,286           14,013,218
                                                                       ------------         ------------
Change in net assets  .............................................      21,591,147           19,666,464
NET ASSETS:
Beginning of period   .............................................     223,173,883          126,515,779
                                                                       ------------         ------------
End of period   ...................................................    $244,765,030         $146,182,243
                                                                       ============         ============
</TABLE>

See Notes to Financial Statements


                                      S-4
<PAGE>

Variable Life Account B

Condensed Financial Information--Three Months Ended March 31, 1997 (Unaudited)



<TABLE>
<CAPTION>
                                                 Value
                                               Per Unit               Increase
                                                                     (Decrease)
                                                                    in Value of            Reserves
                                        Beginning     End of        Accumulation           at End
                                        of Period     Period            Unit              of Period
                                        -----------   ---------   --------------------   ------------
<S>                                       <C>         <C>                <C>             <C>
Aetna Variable Fund:
 Aetna Vest  ........................     $34.932     $35.579             1.85%          $52,790,404
 Aetna Vest II  .....................      19.507      19.868             1.85%           15,918,571
 Aetna Vest Plus   ..................      16.389      16.692             1.85%           24,193,440
 Aetna Vest Estate Protector   ......      11.675      11.896             1.89%              343,196
 Corporate Specialty Market    ......      14.805      15.080             1.85%            4,663,688
Aetna Income Shares:
 Aetna Vest  ........................     $21.850     $21.739            (0.51%)           5,779,308
 Aetna Vest II  .....................      14.691      14.616            (0.51%)             964,510
 Aetna Vest Plus   ..................      11.764      11.704            (0.51%)           1,573,435
 Aetna Vest Estate Protector   ......      10.452      10.403            (0.47%)             110,600
 Corporate Specialty Market    ......      11.354      11.297            (0.51%)           4,737,878
Aetna Variable Encore Fund:
 Aetna Vest  ........................     $16.577     $16.743             1.00%            2,617,424
 Aetna Vest II  .....................      12.117      12.238             1.00%              162,807
 Aetna Vest Plus   ..................      11.388      11.502             1.00%            5,475,885
 Aetna Vest Estate Protector   ......      10.333      10.441             1.04%              391,865
 Corporate Specialty Market    ......      10.895      11.004             1.00%            7,098,510
Aetna Investment Advisers Fund, Inc.:
 Aetna Vest  ........................     $17.547     $17.424            (0.70%)           1,901,583
 Aetna Vest II  .....................      17.742      17.618            (0.70%)           4,157,201
 Aetna Vest Plus   ..................      14.880      14.775            (0.70%)           6,002,453
 Aetna Vest Estate Protector   ......      11.340      11.086            (2.24%) (1)           2,571
 Corporate Specialty Market    ......      12.954      12.863            (0.70%)           4,365,577
Aetna Ascent Variable Portfolio:
 Aetna Vest  ........................     $11.828     $11.771            (0.48%)             135,740
 Aetna Vest II  .....................      11.828      11.771            (0.48%)              99,315
 Aetna Vest Plus   ..................      11.828      11.771            (0.48%)             626,288
 Aetna Vest Estate Protector   ......      11.886      11.789            (0.82%) (2)           2,580
Aetna Crossroads Variable
 Portfolio:
 Aetna Vest  ........................     $11.474     $11.453            (0.18%)              28,023
 Aetna Vest II  .....................      11.544      11.453            (0.79%) (1)           1,917
 Aetna Vest Plus   ..................      11.474      11.453            (0.18%)             165,657
 Aetna Vest Estate Protector   ......      11.487      11.470            (0.14%)                 495
Aetna Legacy Variable Portfolio:
 Aetna Vest II  .....................     $11.263     $11.076            (1.66%) (2)           9,557
 Aetna Vest Plus   ..................      11.118      11.076            (0.38%)              46,595
</TABLE>


                                      S-5
<PAGE>

Variable Life Account B

Condensed Financial Information--Three Months Ended March 31, 1997 (unaudited &
continued)

<TABLE>
<CAPTION>
                                                                   Increase
                                            Value Per Unit        (Decrease)
                                                                  in Value of       Reserves
                                        Beginning     End of      Accumulation       at End
                                        of Period     Period           Unit         of Period
                                        -----------   ---------   --------------   ------------
<S>                                       <C>         <C>             <C>           <C>
Alger American Small
 Capitalization Portfolio:
 Aetna Vest  ........................     $16.051     $14.113         (12.07%)      1,043,585
 Aetna Vest II  .....................      16.052      14.114         (12.07%)        635,959
 Aetna Vest Plus   ..................      16.043      14.106         (12.07%)      5,680,005
 Aetna Vest Estate Protector   ......       9.982       8.780         (12.04%)        253,395
 Corporate Specialty Market    ......      13.201      11.607         (12.07%)      4,847,810
American Century VP Capital
 Appreciation Fund:
 Aetna Vest  ........................     $12.534     $10.646         (15.06%)        840,154
 Aetna Vest II  .....................      12.590      10.694         (15.06%)        310,402
 Aetna Vest Plus   ..................      12.419      10.548         (15.06%)      3,515,587
 Aetna Vest Estate Protector   ......       9.511       8.082         (15.03%)          2,691
 Corporate Specialty Market    ......      11.358       9.647         (15.06%)        889,837
Fidelity Investments Variable
 Insurance Products Fund:
Equity-Income Portfolio:
 Aetna Vest  ........................     $10.871     $10.968           0.90%          87,359
 Aetna Vest II  .....................      10.871      10.968           0.90%          48,971
 Aetna Vest Plus   ..................      10.871      10.968           0.90%       2,014,106
 Aetna Vest Estate Protector   ......      10.883      10.985           0.93%         252,126
 Corporate Specialty Market    ......      12.512      12.624           0.90%      13,280,467
Growth Portfolio:
 Corporate Specialty Market    ......     $11.255     $10.952          (2.69%)      5,489,224
Overseas Portfolio:
 Corporate Specialty Market    ......     $11.241     $11.578           2.99%         577,577
Fidelity Investments Variable
 Insurance Products Fund II:
Asset Manager Portfolio:
 Corporate Specialty Market    ......     $12.022     $11.987          (0.30%)      1,461,329
Contrafund Portfolio:
 Aetna Vest  ........................     $11.525     $11.309          (1.88%)        305,794
 Aetna Vest II  .....................      11.525      11.309          (1.88%)         94,053
 Aetna Vest Plus   ..................      11.525      11.309          (1.88%)      1,620,391
 Aetna Vest Estate Protector   ......      11.538      11.326          (1.84%)        158,332
 Corporate Specialty Market    ......      12.396      12.164          (1.88%)      6,149,536
Janus Aspen Series:
Aggressive Growth Portfolio:
 Aetna Vest  ........................     $16.153     $14.143         (12.44%)        737,026
 Aetna Vest II  .....................      16.153      14.143         (12.44%)        458,338
</TABLE>

                                      S-6
<PAGE>

Variable Life Account B

Condensed Financial Information--Three Months Ended March 31, 1997 (unaudited &
continued):

<TABLE>
<CAPTION>
                                                                     Increase
                                            Value Per Unit          (Decrease)
                                                                   in Value of        Reserves
                                        Beginning     End of       Accumulation        at End
                                        of Period     Period           Unit           of Period
                                        -----------   ---------   -----------------   -----------
<S>                                       <C>         <C>             <C>             <C>
 Aetna Vest Plus   ..................     $16.153     $14.143         (12.44%)        $3,517,794
 Aetna Vest Estate Protector   ......       9.797       8.581         (12.41%)           311,336
 Corporate Specialty Market    ......      12.120      10.611         (12.44%)         4,516,552
Balanced Portfolio:
 Aetna Vest  ........................     $13.966     $14.196           1.64%         $   97,246
 Aetna Vest II  .....................      14.075      14.306           1.64%             84,618
 Aetna Vest Plus   ..................      13.960      14.189           1.64%          2,082,733
 Aetna Vest Estate Protector   ......      11.101      11.288           1.68%             35,062
 Corporate Specialty Market    ......      12.242      12.443           1.64%          2,020,522
Growth Portfolio:
 Aetna Vest  ........................     $14.898     $14.938           0.27%         $  541,273
 Aetna Vest II  .....................      14.884      14.924           0.27%          1,002,167
 Aetna Vest Plus   ..................      14.863      14.903           0.27%          4,160,826
 Aetna Vest Estate Protector   ......      10.857      10.890           0.31%            146,512
 Corporate Specialty Market    ......      12.232      12.265           0.27%          2,427,403
Short-Term Bond Portfolio:
 Aetna Vest  ........................     $11.289     $11.397           0.95%         $    6,924
 Aetna Vest II  .....................      11.277      11.385           0.95%              1,372
 Aetna Vest Plus   ..................      11.247      11.354           0.95%            273,539
 Aetna Vest Estate Protector   ......      10.389      10.465           0.73% (1)          1,539
 Corporate Specialty Market    ......      10.468      10.568           0.95%          3,661,389
Worldwide Growth Portfolio:
 Aetna Vest  ........................     $16.364     $17.339           5.96%         $1,547,127
 Aetna Vest II  .....................      16.368      17.344           5.96%            940,957
 Aetna Vest Plus   ..................      16.348      17.322           5.96%          6,185,375
 Aetna Vest Estate Protector   ......      11.811      12.519           6.00%            310,828
 Corporate Specialty Market    ......      13.459      14.262           5.96%          4,577,567
Scudder Variable Life Investment
 Fund--International Portfolio:
 Aetna Vest  ........................     $14.543     $14.813           1.86%         $2,402,152
 Aetna Vest II  .....................      14.453      14.722           1.86%            675,216
 Aetna Vest Plus   ..................      14.373      14.640           1.86%          5,406,958
 Aetna Vest Estate Protector   ......      10.898      11.105           1.90%             99,911
 Corporate Specialty Market    ......      12.043      12.267           1.86%          2,609,005
</TABLE>

Notes to Condensed Financial Information:

   (1)--Reflects less than a full year of performance activity. Funds were
        first received in this option during January 1997.

   (2)--Reflects less than a full year of performance activity. Funds were
        first received in this option during February 1997.


                                      S-7
<PAGE>

Variable Life Account B

Notes to Financial Statements--March 31, 1997 (Unaudited):


1. Summary of Significant Accounting Policies

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

   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.

   a. Valuation of Investments

   Investments in the following Funds are stated at the closing net asset
   value per share as determined by each fund on March 31, 1997:

   Aetna Variable Fund                      Fidelity Investments Variable
   Aetna Income Shares                        Insurance Products Fund II:
   Aetna Variable Encore Fund               [bullet] Asset Manager Portfolio
   Aetna Investment Advisers Fund, Inc.     [bullet] Contrafund Portfolio
   Aetna Ascent Variable Portfolio          Janus Aspen Series:
   Aetna Crossroads Variable Portfolio      [bullet] Aggressive Growth Portfolio
   Aetna Legacy Variable Portfolio          [bullet] Balanced Portfolio
   Alger American Small Capitalization      [bullet] Growth Portfolio
     Portfolio                              [bullet] Short-Term Bond Portfolio
   American Century VP Capital              [bullet] Worldwide Growth Portfolio
     Appreciation Fund                      Scudder Variable Life Investment
   Fidelity Investments Variable              Fund--International Portfolio
     Insurance Products Fund:
   [bullet] Equity-Income Portfolio
   [bullet] Growth Portfolio
   [bullet] Overseas Portfolio

     b. Other

   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--March 31, 1997 (unaudited & continued):

3. Dividend Income

   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 (distributions in excess of net investment income) and accumulated
   net realized gain (loss) on investments is included in net unrealized gain
   (loss) on investments in the Statements of Operations and Changes in Net
   Assets.

4. Purchases and Sales of Investments

   The cost of purchases and proceeds from sales of investments other than
   short-term investments for the three months ended March 31, 1997 and 1996
   aggregated $41,107,702 and $15,319,304 and $17,583,396 and $3,428,998,
   respectively.

                                      S-9
<PAGE>

Variable Life Account B

Notes to Financial Statements--March 31, 1997 (unaudited & continued):

5. Supplemental Information to Statements of Operations and Changes in Net
   Assets--Three-Months Ended March 31, 1997

<TABLE>
<CAPTION>
                                                               Valuation       Proceeds      Cost of         Net
                                                                 Period          from      Investments    Realized
                                                 Dividends     Deductions       Sales          Sold      Gain (Loss)
                                                ------------ --------------- ------------- ------------- ------------
<S>                                               <C>         <C>              <C>           <C>         <C>
Aetna Variable Fund:
 PolicyHolder's account values  ...............   $        0  $  (138,689)     $ 2,085,493   $ 1,533,994 $ 551,499
Aetna Income Shares:
 PolicyHolders' account values  ...............            0      (19,010)         862,682       883,816   (21,134)
Aetna Variable Encore Fund:
 PolicyHolder's account values  ...............      372,968      (15,420)       5,214,143     5,282,921   (68,778)
Aetna Investment Advisers Fund, Inc.:
 PolicyHolder's account values  ...............            0      (23,413)         326,908       270,907    56,001
Aetna Ascent Variable Portfolio:
 PolicyHolder's account values  ...............            0       (1,012)         719,965       718,546     1,419
Aetna Crossroads Variable Portfolio:
 PolicyHolder's account values  ...............            0         (219)         151,692       151,595        97
Aetna Legacy Variable Portfolio:
 PolicyHolder's account values  ...............            0          (45)          31,294        31,283        11
Alger American Small Capitalization Portfolio:
 PolicyHolder's account values  ...............            0      (18,952)       1,610,023     1,464,966   145,057
American Century VP Capital Appreciation Fund:
 PolicyHolder's account values  ...............      132,455       (9,411)         628,578       573,692    54,886
Fidelity Investments Variable Insurance
 Products Fund:
Equity-Income Portfolio:
 PolicyHolder's account values  ...............    1,485,715      (20,823)          95,203        90,944     4,259
Growth Portfolio:
 PolicyHolder's account values  ...............      192,233       (7,619)         105,973       100,096     5,877
Overseas Portfolio:
 PolicyHolder's account values  ...............       46,706         (768)           6,580         5,914       666
Fidelity Investments Variable Insurance
 Products Fund II:
Asset Manager Portfolio:
 PolicyHolder's account values  ...............      175,953       (2,076)          36,869        35,726     1,143
Contrafund Portfolio:
 PolicyHolder's account values  ...............      235,708      (10,954)         181,301       150,422    30,879
Janus Aspen Series:
Aggressive Growth Portfolio:
 PolicyHolder's account values  ...............            0      (13,717)       2,488,643     2,394,608    94,035
Balanced Portfolio:
 PolicyHolder's account values  ...............            0       (5,499)         141,829       115,577    26,252
Growth Portfolio:
 PolicyHolder's account values  ...............            0      (11,143)         130,246        96,623    33,623
Short-Term Bond Portfolio:
 PolicyHolder's account values  ...............            0       (5,429)          30,221        29,518       703
Worldwide Growth Portfolio:
 PolicyHolder's account values  ...............            0      (16,324)         128,784        88,357    40,427
Scudder Variable Life Investment Fund -
International Portfolio:
 PolicyHolder's account values  ...............      264,245      (15,349)         342,877       281,098    61,779
                                                 -----------  -----------     ------------  ------------ ----------
Total Variable Life Account B   ...............   $2,905,983  $  (335,872)     $15,319,304   $14,300,603 $1,018,701
                                                 ===========  ===========     ============  ============ ==========
</TABLE>

                                      S-10

<PAGE>

<TABLE>
<CAPTION>
                                                       Net Increase
         Net Unrealized                  Net           (Decrease) In
           Gain (Loss)                Change in        Net Assets                 Net Assets
 Beginning            End            Unrealized         from Unit        Beginning          End
 of Period         of Period         Gain (Loss)       Transactions      of Period       of Period
- ---------------   ---------------   ----------------   --------------   --------------   -------------
 <S>               <C>               <C>                <C>             <C>              <C>
 $ 7,294,643       $  8,630,619      $  1,335,976       $ 3,288,887     $ 92,871,626     $ 97,909,299
    (190,180)          (197,727)           (7,547)           33,635       13,179,787       13,165,731
     106,394            (61,052)         (167,446)        6,532,982        9,092,185       15,746,491
   1,383,931          1,240,445          (143,486)          748,742       15,791,541       16,429,385
      15,645              9,902            (5,743)          323,881          545,378          863,923
        (191)              (954)             (763)           73,285          123,692          196,092
          20               (427)             (447)           42,670           13,963           56,152
     172,057         (1,638,799)       (1,810,856)        1,059,422       13,086,083       12,460,754
    (146,911)        (1,335,151)       (1,188,240)           86,456        6,482,525        5,558,671
   1,096,283           (315,504)       (1,411,787)        2,315,452       13,310,213       15,683,029
     294,867            (48,591)         (343,458)          589,662        5,052,529        5,489,224
      37,941              8,232           (29,709)           28,355          532,327          577,577
     134,978            (44,794)         (179,772)           55,895        1,410,186        1,461,329
     730,883            298,019          (432,864)        1,593,647        6,911,690        8,328,106
     249,074         (1,129,012)       (1,378,086)        1,175,887        9,662,927        9,541,046
     243,163            272,745            29,582           695,501        3,574,345        4,320,181
     566,478            531,502           (34,976)        1,116,030        7,174,647        8,278,181
      26,773             72,114            45,341            76,300        3,827,848        3,944,763
     872,277          1,474,423           602,146         3,020,469        9,915,136       13,561,854
   1,244,544          1,150,728           (93,816)          361,128       10,615,255       11,193,242
 -----------       ------------      ------------       ------------    -------------    -------------
 $14,132,669       $  8,916,718      $ (5,215,951)      $23,218,286     $223,173,883     $244,765,030
 ===========       ============      ============       ============    =============    =============
</TABLE>

                                      S-11


<PAGE>

            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Holdings, Inc.)

                   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                   Index to Consolidated Financial Statements

<TABLE>
<CAPTION>
                                                                                             Page
<S>                                                                                          <C>
Consolidated Statements of Income for the three months ended March 31, 1997 and 1996         F-2
  (unaudited)   .
Consolidated Balance Sheets as of March 31, 1997 (unaudited) and December 31, 1996  ......   F-3
Consolidated Statements of Changes in Shareholder's Equity for the three months ended
   March 31, 1997 and 1996 (unaudited)    ................................................   F-4
Consolidated Statements of Cash Flows for the three months ended March 31, 1997 and 1996
   (unaudited)    ........................................................................   F-5
Condensed Notes to Consolidated Financial Statements as of March 31, 1997 (unaudited)  ...   F-7
</TABLE>


                                      F-1
<PAGE>

            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Holdings, Inc.)

                        Consolidated Statements of Income
                                   (millions)

                                                          (unaudited)
                                                        3 Months Ended
                                                           March 31,
                                                       ------------------
                                                         1997      1996
                                                       --------   -------
Revenue:
 Premiums                                                $ 52.3   $ 34.0
 Charges assessed against policyholders                   109.7     92.0
 Net investment income                                    267.8    257.6
 Net realized capital gains                                 5.0     14.9
 Other income                                               9.7     12.2
                                                        -------   -------
  Total revenue                                           444.5    410.7
Benefits and expenses:
 Current and future benefits                              272.0    236.9
 Operating expenses                                        78.2     87.2
 Amortization of deferred policy acquisition costs         19.9     17.5
                                                        -------   -------
  Total benefits and expenses                             370.1    341.6
Income before income taxes                                 74.4     69.1
Income taxes                                               24.0     20.6
                                                        -------   -------
Net income                                               $ 50.4   $ 48.5
                                                        =======   =======

See Condensed Notes to Consolidated Financial Statements.

                                      F-2
<PAGE>

            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Holdings, Inc.)

                           Consolidated Balance Sheets
                          (millions, except share data)


<TABLE>
<CAPTION>
                                                                    (unaudited)
                                                                     March 31,      December 31,
Assets                                                                 1997            1996
- ------                                                              ------------   -------------
<S>                                                                 <C>            <C>
Investments:
 Debt securities, available for sale, at fair value
  (amortized cost: $12,378.5 and $12,539.1)                           $12,428.6      $12,905.5
 Equity securities, available for sale:
  Non-redeemable preferred stock (cost: $141.3 and $107.6)                152.1          119.0
  Investment in affiliated mutual funds (cost: $64.2 and $77.3)            67.9           81.1
  Common stock (cost: $0.0 and $0.0)                                        0.1            0.3
  Short-term investments                                                   45.5           34.8
  Mortgage loans                                                           12.9           13.0
  Policy loans                                                            408.4          399.3
                                                                     ----------      ----------
   Total investments                                                   13,115.5       13,553.0
 Cash and cash equivalents                                                758.9          459.1
 Accrued investment income                                                185.3          159.0
 Premiums due and other receivables                                        32.6           26.6
 Deferred policy acquisition costs                                      1,560.1        1,515.3
 Reinsurance loan to affiliate                                            593.7          628.3
 Other assets                                                              32.6           33.7
 Separate Accounts assets                                              16,460.1       15,318.3
                                                                     ----------      ----------
   Total assets                                                       $32,738.8      $31,693.3
                                                                     ==========      ==========
Liabilities and Shareholder's Equity
- ------------------------------------
Liabilities:
 Future policy benefits                                               $ 3,613.3      $ 3,617.0
 Unpaid claims and claim expenses                                          37.4           28.9
 Policyholders' funds left with the Company                            10,529.2       10,663.7
                                                                     ----------      ----------
   Total insurance reserve liabilities                                 14,179.9       14,309.6
 Other liabilities                                                        392.8          354.7
 Income taxes:
  Current                                                                  29.1           20.7
  Deferred                                                                 62.1           80.5
 Separate Accounts liabilities                                         16,460.1       15,318.3
                                                                     ----------      ----------
   Total liabilities                                                   31,124.0       30,083.8
                                                                     ----------      ----------
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                                                          418.0          418.0
 Net unrealized capital gains                                              13.6           60.5
 Retained earnings                                                      1,180.4        1,128.2
                                                                     ----------      ----------
   Total shareholder's equity                                           1,614.8        1,609.5
                                                                     ----------      ----------
   Total liabilities and shareholder's equity                         $32,738.8      $31,693.3
                                                                     ==========      ==========
</TABLE>

See Condensed Notes to Consolidated Financial Statements.

                                      F-3
<PAGE>

            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Holdings, Inc.)

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

                                                     (unaudited)
                                              3 Months Ended March 31,
                                            -----------------------------
                                               1997            1996
                                            -------------   -------------
Shareholder's equity, beginning of year      $ 1,609.5       $ 1,583.0
Net change in unrealized capital gains           (46.9)          (75.9)
Net income                                        50.4            48.5
Other changes                                      1.8               -
                                             ---------       ---------
Shareholder's equity, end of period          $ 1,614.8       $ 1,555.6
                                             =========       =========

See Condensed Notes to Consolidated Financial Statements.

                                      F-4
<PAGE>

            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Holdings, Inc.)

                      Consolidated Statements of Cash Flows
                                   (millions)

<TABLE>
<CAPTION>
                                                                       (unaudited)
                                                                3 Months Ended March 31,
                                                               ---------------------------
                                                                  1997           1996
                                                               ------------   ------------
<S>                                                            <C>            <C>
Cash Flows from Operating Activities:
 Net income                                                    $    50.4      $    48.5
 Adjustments to reconcile net income to net cash
  provided by (used for) operating activities:
 Increase in accrued investment income                             (26.3)         (10.9)
 (Increase) decrease in premiums due and other receivables          (3.2)           0.5
 Increase in policy loans                                           (9.1)          (6.0)
 Increase in deferred policy acquisition costs                     (44.8)         (34.3)
 Decrease in reinsurance loan to affiliate                          34.6            9.5
 Net increase in universal life account balances                    63.6           53.0
 Decrease in other insurance reserve liabilities                   (22.0)         (52.4)
 Net decrease in other liabilities and other assets                 (4.9)         (85.3)
 Increase in income taxes                                           18.4           11.8
 Net accretion of discount on investments                          (16.9)         (16.9)
 Net realized capital gains                                         (5.0)         (14.9)
                                                               ----------     ----------
  Net cash provided by (used for) operating activities              34.8          (97.4)
                                                               ----------     ----------
Cash Flows from Investing Activities:
 Proceeds from sales of:
  Debt securities available for sale                             1,380.4        1,634.8
  Equity securities                                                 14.8           48.7
  Mortgage loans                                                     0.1             --
 Investment maturities and collections of:
  Debt securities available for sale                               227.4          255.4
  Short-term investments                                            10.4           10.0
 Cost of investment purchases in:
  Debt securities available for sale                            (1,376.5)      (1,918.0)
  Equity securities                                                (33.8)         (26.1)
  Short-term investments                                           (21.1)         (19.5)
                                                               ----------     ----------
  Net cash provided by (used for) investing activities             201.7          (14.7)
                                                               ----------     ----------
</TABLE>

See Condensed Notes to Consolidated Financial Statements.

                                      F-5
<PAGE>

            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Holdings, Inc.)

                Consolidated Statements of Cash Flows (Continued)

                                   (millions)

<TABLE>
<CAPTION>
                                                                     (unaudited)
                                                              3 Months Ended March 31,
                                                             ---------------------------
                                                               1997           1996
                                                             ------------   ------------
<S>                                                          <C>            <C>
Cash Flows from Financing Activities:
 Deposits and interest credited for investment contracts          390.2          429.9
 Withdrawals of investment contracts                             (326.9)        (332.0)
                                                              ---------      ---------
  Net cash provided by financing activities                        63.3           97.9
                                                              ---------      ---------
Net increase (decrease) in cash and cash equivalents              299.8          (14.2)
Cash and cash equivalents, beginning of period                    459.1          568.8
                                                              ---------      ---------
Cash and cash equivalents, end of period                      $   758.9      $   554.6
                                                              =========      =========
Supplemental cash flow information:
 Income taxes paid, net                                       $     9.4      $    12.0
                                                              =========      =========
</TABLE>

See Condensed Notes to Consolidated Financial Statements.

                                      F-6
<PAGE>

            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Holdings, Inc.)
              Condensed Notes to Consolidated Financial Statements
                                   (unaudited)

1. Basis of Presentation

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

These consolidated financial statements have been prepared in accordance with
generally accepted accounting principles and are unaudited. Certain
reclassifications have been made to 1996 financial information to conform to
the 1997 presentation. These interim statements necessarily rely heavily on
estimates, including assumptions as to annualized tax rates. In the opinion of
management, all adjustments necessary for a fair statement of results for the
interim periods have been made. All such adjustments are of a normal, recurring
nature. The accompanying condensed consolidated financial statements should be
read in conjunction with the consolidated financial statements and related
notes as presented in the Company's 1996 Annual Report on Form 10-K. Certain
financial information that is normally included in annual financial statements
prepared in accordance with generally accepted accounting principles, but that
is not required for interim reporting purposes, has been condensed or omitted.

2. Future Application of Accounting Standards

Financial Accounting Standard ("FAS") No. 125, Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities, was issued in
June 1996 and provides accounting and reporting standards for transfers of
financial assets and extinguishments of liabilities.

FAS No. 125 is effective for 1997 financial statements; however, certain
provisions relating to accounting for repurchase agreements and securities
lending are not effective until January 1, 1998. Provisions effective in 1997
did not have a material effect on the Company's financial position or results
of operations. The Company does not expect adoption of this statement for
provisions effective in 1998 to have a material effect on its financial
position or results of operations.

3. Financial Instruments

The Company engages in hedging activities to manage interest rate and price
risks. Such hedging activities have principally consisted of using off-balance
sheet instruments such as futures and forward contracts and interest rate swap
agreements. There were no such contracts or agreements open as of March 31,
1997.

4. Severance and Facilities Charges

In the second quarter of 1996, the Company was allocated severance and
facilities reserves from Aetna to reflect actions taken or to be taken to
reduce the level of corporate expenses and other costs previously absorbed by
Aetna's property-casualty operations.


                                      F-7
<PAGE>

            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Holdings, Inc.)
        Condensed Notes to Consolidated Financial Statements (Continued)
                                   (unaudited)

4. Severance and Facilities Charges (Continued)

In the third quarter of 1996, the Company established severance and facilities
reserves in the Financial Services and Individual Life Insurance segments to
reflect actions taken or to be taken in order to make its businesses more
competitive.

Activity for the three months ended March 31, 1997 within the severance and
facilities reserves (pretax, in millions) and positions eliminated related to
such actions were as follows:

                                        Reserve      Positions
                                        ----------   ----------
 Balance at December 31, 1996  ......   $  47.9          524
 Actions taken (1) ..................     (10.9)         (88)
                                        --------       -----
  Balance at March 31, 1997 .........   $  37.0          436
                                        ========       =====

(1) Includes $6.3 million of the Company's severance-related actions and $3.9
     million of corporate allocation-related actions.

The Company's severance actions are expected to be substantially completed by
March 31, 1998. The corporate allocation actions and vacating of certain leased
office space are expected to be substantially completed in 1997.

5. Related Party Transactions

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. Effective January 1, 1997, this
agreement has been amended to transition (based on underlying investment
rollover in Aetna Life) from a modified coinsurance to a coinsurance
arrangement. As a result of this change, reserves will be ceded to the Company
from Aetna Life as investment rollover occurs and the loan previously
established will be reduced.

6. Litigation

The Company is involved in numerous lawsuits arising, for the most part, in the
ordinary course of its business operations. While the ultimate outcome of
litigation against the Company cannot be determined at this time, after
consideration of the defenses available to the Company and any related reserves
established, it is not expected to result in liability for amounts material to
the financial condition of the Company, although it may adversely affect
results of operations in future periods.


Form No. X64277-97

                                      F-8



<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.

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

Aetna Life Insurance and Annuity Company represents that the fees and charges
deducted under the policies covered by this registration statement, in the
aggregate, are reasonable in relation to the services rendered, the expenses
expected to be incurred, and the risks assumed by the insurance company.

                  CONTENTS OF POST-EFFECTIVE AMENDMENT NO. 2 TO
                             REGISTRATION STATEMENT

This Post-Effective Amendment No. 2 to Registration Statement No. 33-64277 is
comprised of the following papers and documents:

(bullet) The facing sheet.
(bullet) One Supplement to the Prospectus for the AetnaVest Estate Protector
         Variable Life Insurance Policy consisting of 26 pages
(bullet) The undertaking to file reports

<PAGE>

(bullet) The undertaking pursuant to Rule 484
(bullet) Representation pursuant to Section 26(e)(2)(A) of the Investment
         Company Act of 1940
(bullet) The signatures
(bullet) Written consents of the following persons:
         A.   Consent of Counsel (included as part of Exhibit No. 2 below)
         B.   Actuarial Consent (included as part of Exhibit No. 6 below)
         C.   Consent of Independent Auditors (included as Exhibit No. 7 below)

      The following Exhibits:

         1.   Exhibits required by paragraph A of instructions to exhibits for
              Form N-8B-2:
              (1)        Resolution establishing Variable Life Account B(1)
              (2)        Not Applicable
              (3)(i)     Master General Agent Agreement(1)
              (3)(ii)    Life Insurance General Agent Agreement(1)
              (3)(iii)   Broker Agreement(1)
              (3)(iv)    Life Insurance Broker-Dealer Agreement(1)
              (4)        Not Applicable
              (5)(i)     Form of AetnaVest Estate Protector Policy (70225-95)(2)
              (5)(ii)    Form of Disability Benefit Rider(2)
              (5)(iii)   Form of Four Year Term Rider(2)
              (5)(iv)    Form of Split Option Amendment Rider(2)
              (6)(i)     Certificate of Incorporation and By-laws of Aetna Life
                         Insurance and Annuity Company(3)
              (6)(ii)    Amendment of Certificate of Incorporation of Aetna Life
                         Insurance and Annuity Company(4)
              (7)        Not Applicable
              (8)(i)     Fund Participation Agreement between Aetna Life
                         Insurance and Annuity Company, Variable Insurance
                         Products Fund and Fidelity Distributors Corporation
                         dated February 1, 1994 and amended on December 15,
                         1994, February 1, 1995, May 1, 1995, January 1, 1996
                         and March 1, 1996(4)
              (8)(ii)    Fund Participation Agreement between Aetna Life
                         Insurance and Annuity Company, Variable Insurance
                         Products Fund II and Fidelity Distributors Corporation
                         dated February 1, 1994 and amended on December 15,
                         1994, February 1, 1995, May 1, 1995, January 1, 1996
                         and March 1,1996(4)
              (8)(iii)   Service Agreement between Aetna Life Insurance and
                         Annuity Company and Fidelity Investments Institutional
                         Operations Company dated as of November 1, 1995(6)
              (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)

<PAGE>

              (9)        Not Applicable
              (10)(i)    Form of Application (70059)(7)
              (10)(ii)   Supplement to Form of Application(2)
              (10)(iii)  Supplement (70268-97) to Form of Application No.
                         70059(8)
              (11)       Issuance, Transfer and Redemption Procedures(9)

         2.      Opinion and Consent of Counsel
         3.      Not Applicable
         4.      Not Applicable
         5.      See Item No. (27)
         6.      Actuarial Opinion and Consent
         7.      Consent of Independent Auditors
         8.      Copy of Power of Attorney(10)

         (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. 1 to Registration
     Statement on Form S-6 (File No. 33-64277), as filed electronically on
     November 15, 1995.
3.   Incorporated by reference to Post-Effective Amendment No. 1 to Registration
     Statement on Form S-1 (File No. 33-60477), as filed electronically on April
     15, 1996.
4.   Incorporated by reference to Post-Effective Amendment No. 12 to
     Registration Statement on Form N-4 (File No. 33-75964), as filed
     electronically on February 11, 1997
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. 3 to Registration
     Statement on Form N-4 (File No. 33-88720), as filed electronically on June
     28, 1996.
7.   Incorporated by reference to Post-Effective Amendment No. 4 to Registration
     Statement on Form S-6 (File No. 33-2339), as filed on April 25, 1995.
8.   Incorporated by reference to Registration Statement on Form S-6 (File No.
     333-27337), as filed electronically on May 16, 1997.
9.   Incorporated by reference to Pre-Effective Amendment No. 1 to Registration
     Statement on Form S-6 (File No. 33-64277), as filed electronically on June
     3, 1996.
10.  Incorporated by reference to Post-Effective Amendment No. 8 to Registration
     Statement on Form S-6 (File No. 33-76004), as filed electronically on July
     14, 1997. 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

As required by the Securities Act of 1933 and the Investment Company Act of
1940, 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. 2 to its
Registration Statement on Form S-6 (File No. 33-64277) and has caused this
Post-Effective Amendment No. 2 to its Registration Statement 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, 
State of Connecticut, on the 14th day of August, 1997.

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

(SEAL)

ATTEST:  /s/ Kirk P. Wickman
       ------------------------------
             Kirk P. Wickman
             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. 2 to the Registration Statement on Form S-6 (File No. 33-64277)
has been signed below by the following persons in the capacities indicated and
on the date indicated.

<TABLE>
<CAPTION>
Signature                             Title                                                              Date
- ---------                             -----                                                              ----
<S>                                   <C>                                                            <C>   
Daniel P. Kearney*                    Director and President                                         )
- ------------------------------------  (Principal Executive Officer)                                  )
Daniel P. Kearney                                                                                    )
                                                                                                     )
Christopher J. Burns*                 Director                                                       )   August
- ------------------------------------                                                                 )
Christopher J. Burns                                                                                 )   14, 1997
                                                                                                     )

<PAGE>


J. Scott Fox*                         Director                                                       )
- ------------------------------------                                                                 )
J. Scott Fox                                                                                         )
                                                                                                     )
Timothy A. Holt*                      Director                                                       )
- ------------------------------------                                                                 )
Timothy A. Holt                                                                                      )
                                                                                                     )
John Y. Kim*                          Director                                                       )
- ------------------------------------                                                                 )
John Y. Kim                                                                                          )
                                                                                                     )
Shaun P. Mathews*                     Director                                                       )
- ------------------------------------                                                                 )
Shaun P. Mathews                                                                                     )
                                                                                                     )
Glen Salow*                           Director                                                       )
- ------------------------------------                                                                 )
Glen Salow                                                                                           )
                                                                                                     )
Deborah Koltenuk*                     Vice President and Treasurer, Corporate Controller             )
- ------------------------------------                                                                 )
Deborah Koltenuk                                                                                     )
</TABLE>



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


<PAGE>



                             VARIABLE LIFE ACCOUNT B
                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
Exhibit No.         Exhibit                                                                          Page
- -----------         -------                                                                          ----
<S>                 <C>                                                                              <C> 
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 Estate Protector Policy (70225-95)                                     *

99-1.5(ii)          Form of Disability Benefit Rider                                                         *

99-1.5(iii)         Form of Four Year Term Rider                                                             *

99-1.5(iv)          Form of Split Option Amendment Rider                                                     *

99-1.6(i)           Certification of Incorporation and By-Laws of Depositor                                  *

99-1.6(ii)          Amendment of Certificate of Incorporation of Aetna Life Insurance and Annuity            *
                    Company

99-1.8(i)           Fund Participation Agreement between Aetna Life Insurance                                *
                    and Annuity Company, Variable Insurance Products Fund and
                    Fidelity Distributors Corporation dated February 1, 1994 and
                    amended on December 15, 1994, February 1, 1995, May 1, 1995,
                    January 1, 1996 and March 1, 1996

99-1.8(ii)          Fund Participation Agreement between Aetna Life Insurance
                    and Annuity Company, Variable Insurance Products Fund II                                 *
                    and Fidelity Distributors Corporation dated February 1, 1994
                    and amended on December 15, 1994, February 1, 1995, May 1,
                    1995, January 1, 1996 and March 1,1996

*Incorporated by reference


<PAGE>


Exhibit No.         Exhibit                                                                          Page
- -----------         -------                                                                          ----
99-1.8(iii)         Service Agreement between Aetna Life Insurance and Annuity Company and                   *
                    Fidelity Investments Institutional Operations Company dated as of November 1,
                    1995

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

99-1.10(i)          Form of Application (70059)                                                              *

99-1.10(ii)         Supplement to Form of Application                                                        *

99-1.10(iii)        Supplement (70268-97) to Form of Application No. 70059                                   *

99-1.11             Issuance, Transfer and Redemption Procedures                                             *

99-2                Opinion and Consent of Counsel
                                                                                                     ------------------

99-6                Actuarial Opinion and Consent
                                                                                                     ------------------

99-7                Consent of Independent Auditors
                                                                                                     ------------------

99-8                Copy of Power of Attorney                                                                *

99-27               Financial Data Schedule
                                                                                                     ------------------
</TABLE>

*Incorporated by reference




[Aetna letterhead]                         151 Farmington Avenue
                                           Hartford, CT 06156

                                           Julie E. Rockmore
                                           Counsel
                                           Law Division, RE4A
August 14, 1997                            Investments & Financial Services
                                           (860) 273-4686
                                           Fax:  (860) 273-8340


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

Re:    Aetna Life Insurance and Annuity Company and its
       Variable Life  Account B
       Post-Effective Amendment No. 2 to Registration
       Statement on Form S-6
       Prospectus Title:  AetnaVest Estate Protector
       File Nos.  33-64277 and 811-4536

Dear Sir or Madam:

The undersigned serves as counsel to Aetna Life Insurance and Annuity Company, a
Connecticut life insurance company (the "Company"). It is my understanding that
the Company, as depositor, has registered an indefinite amount of securities
(the "Securities") under the Securities Act of 1933 (the "Securities Act") as
provided in Rule 24f-2 under the Investment Company Act of 1940 (the "Investment
Company Act").

In connection with this opinion, I have reviewed the S-6 Registration Statement,
as amended to date hereof, and this Post-Effective Amendment No. 2. I have also
examined originals or copies, certified or otherwise identified to my
satisfaction, of such documents, trust records and other instruments I have
deemed necessary or appropriate for the purpose of rendering this opinion. For
purposes of such examination, I have assumed the genuineness of all signatures
on original documents and the conformity to the original of all copies.

I am admitted to practice law in Connecticut, and do not purport to be an expert
on the laws of any other state. My opinion herein as to any other law is based
upon a limited inquiry thereof which I have deemed appropriate under the
circumstances.


<PAGE>


Based upon the foregoing, I am of the opinion that the Securities have been
legally authorized and, assuming that the Securities have been issued and sold
in accordance with the provisions of the prospectus being registered, will be
legally issued.

I consent to the filing of this opinion as an exhibit to the Registration
Statement.

Sincerely,


/s/ Julie E. Rockmore
Julie E. Rockmore




[Aetna letterhead]                        151 Farmington Avenue
                                          Hartford, CT 06156

                                          Jo-Anne Rankin, FSA, MAAA
                                          Pricing Actuary
                                          Life Products Group, TN41
                                          (860) 273-4436
                                          Fax:  (860) 273-4438

June 26, 1997



Re:  AetnaVest Estate Protector (File No. 33-64277)

Dear Sir or Madam:

In my capacity as Actuary of Aetna Life Insurance and Annuity Company (ALIAC), I
have provided actuarial advice concerning ALIAC's AetnaVest Estate Protector
Flexible Premium Variable Life Insurance on the Lives of Two Insureds (the
"Policy"). I also provided actuarial advice concerning the preparation of
Post-Effective Amendment No. 2 to Registration Statement on Form S-6, File No.
33-64277 (the "Registration Statement") for filing with the Securities and
Exchange Commission under the Securities Act of 1933 in connection with the
Policy.

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

I hereby consent to the use of this opinion as an exhibit to the Registration
Statement.

Very truly yours,

/s/ Jo-Anne Rankin

Jo-Anne Rankin
Pricing Actuary




                         CONSENT OF INDEPENDENT AUDITORS



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


We consent to the use of our reports dated February 4, 1997 and February 14,
1997 incorporated herein by reference in registration statement (No. 33-64277)
on Form S-6.


                                                       /s/ KPMG Peat Marwick LLP



Hartford, Connecticut
August 14, 1997



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