VARIABLE LIFE ACCOUNT B OF AETNA LIFE INSURANCE & ANNUITY CO
497, 1997-08-19
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Variable Life Account B
Aetna Life Insurance and Annuity Company (the "Company")
151 Farmington Avenue
Hartford, Connecticut 06156
(800)-677-4636

   
Prospectus Dated August 8, 1997
Flexible Premium Group Variable Universal Life Insurance for New York State
United Teachers Benefit Trust ("NYSUT Trust")
    

This Prospectus describes Certificates issued by the Company under a group
Policy to provide life insurance coverage for certain Members of New York State
United Teachers "NYSUT" and their spouses and children. The Certificates allow
flexible premium payments, provided that sufficient premiums are paid to cover
charges or, during the first 5 years after issuance or after a coverage
increase, to qualify for the Certificate's No Lapse Coverage.


You may choose (and later change) whether the benefit payable upon the death of
the insured person will generally remain constant or will vary with the
Certificate's account value. You may borrow from the Certificate's account
value, surrender the Certificate for any unborrowed value, make a Partial
Surrender, request increases or decreases in coverage, and elect certain
optional supplemental benefits (in each case subject to limitations described
further in this Prospectus).


The account value is the amount of Net Premiums you have paid, increased (or
decreased) by the return (positive or negative) earned thereon, after we impose
the charges described in this Prospectus. You decide whether your account value
is invested in Variable Life Account B under one or more Variable Options,
and/or in the Fixed Account. The value in each Variable Option is not
guaranteed and will vary with the investment performance of an associated Fund.
The Variable Options are: Aetna Variable Fund; Aetna Income Shares; Aetna
Variable Encore Fund; Aetna Investment Advisers Fund, Inc.; Aetna Ascent
Variable Portfolio; Aetna Crossroads Variable Portfolio; Aetna Legacy Variable
Portfolio; Aetna Variable Index Plus Portfolio; Fidelity VIP Equity-
Income Portfolio; Fidelity VIP II--Contrafund Portfolio and Janus Aspen
Series--Aggressive Growth Portfolio, Growth Portfolio, Balanced Portfolio and
Worldwide Growth Portfolio. Net Premiums allocated to the Fixed Account will
accumulate at rates of interest we determine. Such rates will not be less than
4% a year. Unless specifically mentioned, this Prospectus describes only the
Variable Options. Not all Variable Options may be available under all Policies
or in all jurisdictions. The Statement of Additional Information ("SAI") for
any of the Funds may be obtained by calling (800) 677-4636.


Replacing existing insurance or supplementing an existing flexible premium
variable life insurance policy with a Certificate may not be to your advantage.
The Certificates have a "free look" period during which you may return the
Certificate. (See Right of Certificate Examination)


The Policy and outstanding Certificates (including your coverage) may be
terminated at any time, without your consent, by NYSUT Trust or in certain
other circumstances. (See Termination or Change in Coverage). Also, NYSUT Trust,
by agreement with the Company, may make changes in the Certificate (and your
coverage) without your consent; however, if such changes result in a reduction
in benefits or an increase in guaranteed charges, your consent is required.

THIS PROSPECTUS AND OTHER INFORMATION ABOUT VARIABLE LIFE ACCOUNT B REQUIRED TO
BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION CAN BE FOUND IN THE SEC'S
WEB SITE AT http://www.sec.gov.


BOTH THIS PROSPECTUS AND THE ATTACHED PROSPECTUS FOR ANY APPLICABLE UNDERLYING
FUND SHOULD BE READ AND RETAINED FOR FUTURE REFERENCE. THESE SECURITIES HAVE
NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, NOR
HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.


   
    



                                                                               i
<PAGE>

Table of Contents


Definitions ...............................................................   iv
The Separate Account ......................................................    1
Charges & Fees ............................................................    1
  Premium Load ............................................................    1
  Charges and Fees Assessed Against the Total Account Value ...............    1
  Monthly Deduction .......................................................    1
   Cost of Insurance ......................................................    2
   Certificate Fee ........................................................    2
   Charges for Supplemental Benefits ......................................    2
  Transfer and Partial Surrender Charges ..................................    2
  Mortality and Expense Risk Charge .......................................    2
  Charges Assessed Against the Underlying Funds ...........................    3
Allocation of Premiums ....................................................    5
  The Funds ...............................................................    5
  Investment Advisers of the Funds: .......................................    6
  Mixed and Shared Funding; Conflicts of Interest .........................    6
  Fund Additions, Deletions or Substitutions ..............................    7
  Fixed Account ...........................................................    7
Certificate Choices .......................................................    8
  Premium Payments ........................................................    8
  Commencement of Coverage ................................................    8
  5-Year No Lapse Coverage Provision ......................................    9
  Death Benefit Options ...................................................    9
  Transfers ...............................................................    9
  Telephone Transfers .....................................................   10
  Automated Transfers (Dollar Cost Averaging) .............................   10
Termination or Change in Coverage .........................................   10
Certificate Values ........................................................   12
  Total Account Value .....................................................   12
  Accumulation Unit Value .................................................   12
  Maturity Value ..........................................................   12
Certificate Rights ........................................................   13
  Full Surrenders .........................................................   13
  Partial Surrenders ......................................................   13
  Paid-Up Nonforfeiture Option ............................................   13
  Grace Period ............................................................   14
  Reinstatement of a Lapsed Certificate ...................................   14
  Certificate Loans .......................................................   15
Certificate Changes .......................................................   15
  Increase in Specified Amount ............................................   16
  Decrease in Specified Amount ............................................   16
  Change in Death Benefit Option ..........................................   16
  Right of Certificate Examination ........................................   16
  Supplemental Benefits ...................................................   17
Certificate Settlement ....................................................   17
  Settlement Options ......................................................   17
  Calculation of Variable Payment Settlement Option Values ................   18
The Company and Management ................................................   19
                                                                  

ii
<PAGE>



Additional Information ....................................................   21
  Reports to Owners .......................................................   21
  Right to Instruct Voting of Fund Shares .................................   21
  State Regulation ........................................................   21
  Legal Matters ...........................................................   21
  The Registration Statement ..............................................   22
  Distribution of the Certificates ........................................   22
  Independent Auditors ....................................................   22
   
Tax Matters ...............................................................   22
  Federal Tax Status of the Company .......................................   23
  Life Insurance Qualification ............................................   23
  General Rules ...........................................................   23
  Modified Endowment Contracts ............................................   24
  Diversification Standards ...............................................   24
  Withholding .............................................................   25
  Other Tax Considerations ................................................   25
    
Miscellaneous Certificate Provisions ......................................   25
  The Certificates ........................................................   25
  Payment and Deferral of Benefits ........................................   25
  Suicide and Incontestability ............................................   25
  Protection of Proceeds ..................................................   26
  Nonparticipation ........................................................   26
  Changes in Owner and Beneficiary; Assignment ............................   26
  Performance Reporting and Advertising ...................................   26
  Illustrations of Death Benefit and Total Account Values .................   26

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


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


                                                                             iii
<PAGE>

Definitions

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

Attained Age: A person's age (as of his or her closest birthday) on the
Certificate Issue Date, plus the number of full Certificate Years elapsed.

Amount at Risk: The Death Benefit under a Certificate divided by 1.0032737,
minus the Certificate's Total Account Value.

Annuitant: A person whose life determines the amount of life contingent annuity
payments.

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

Basic Monthly Premium: The minimum amount of premium that must be paid to
maintain the 5- year No Lapse Coverage in effect, assuming there have been no
Certificate Loans or Partial Surrenders.

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

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

Company: Aetna Life Insurance and Annuity Company.

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

Death Benefit: The amount, described in the Death Benefit Options section,
which is payable following an Insured's death, subject to all provisions
contained in the Certificate.

Death Benefit Option: Either of the two methods that you may elect for
determining a Death Benefit.

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

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

Full Surrender: Your right to terminate a Certificate in exchange for payment
of its Surrender Value.

Fund(s): One or more of the open-end management investment companies (mutual
fund), or a separate series thereof, whose shares are purchased by the Separate
Account to fund the benefits provided by the Certificates.


iv
<PAGE>


Grace Period: The 61-day period beginning on any Monthly Deduction Day on which
a Certificate's Surrender Value is insufficient to cover the current Monthly
Deduction. A similar Grace Period also applies if the amount of any loan and
any accrued loan interest exceeds the Total Account Value. The Certificate will
lapse without value at the end of the 61-day period unless a sufficient payment
is received by the Company or unless the 5-year No Lapse Coverage is in effect.


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


Insured: The person on whose life a Certificate is issued. In order to be
eligible for coverage initially, or to continue to be covered, an Insured must
be (a) a Member or (b) an Insured Member's spouse. However, no coverage is
available for persons described in clause (b) whose attained Age is 80 or older
at the Issue Date of their Certificate.


Issue Date: The Issue Date for a Certificate, or for a Specified Amount
increase, is stated in the Certificate Specifications or Supplemental
Certificate Specifications in your Certificate.

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

Loan Value: Is 90% of the Total Account Value of a Certificate.

Maturity Date: The Certificate Anniversary on which the Insured's Attained Age
is 100.


Member: An eligible member of NYSUT or a NYSUT agency fee payer.


Monthly Deduction: A monthly charge assessed against the Total Account Value,
which includes the Cost of Insurance, the Certificate fee and any charges for
supplemental benefit riders.

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

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

Net Single Premium: The amount required to purchase a guaranteed benefit if
allocated to the Fixed Account, using the Insured's Age and premium class. The
Net Single Premium is determined using a guaranteed interest rate of 4% per
year and the Certificate's guaranteed maximum Cost of Insurance rates.

No Lapse Coverage: A provision in the Certificate providing that, if at least
the Basic Monthly Premiums are paid, a Certificate will remain in force for a
period of at least 5 years beginning on the Issue Date or the Issue Date of an
increase in Specified Amount, even if the Surrender Value is insufficient to
pay the current Monthly Deduction.


Owner: The person to whom a Certificate is issued; the Owner is entitled to
exercise all rights under the Certificate and is also referred to as "You".


Partial Surrender: The amount you can receive in cash by surrendering a part of
a Certificate.

Planned Premiums: Premiums we agree to bill.

                                                                               v
<PAGE>


Policy: The group life insurance contract owned by NYSUT Trust, pursuant to
which the Certificates are issued. The Certificates are subject to the terms of
the Policy.


Pro-Rata Basis: In the same proportion that each of the Variable Options and
the Fixed Account Value under a Certificate bear to the sum of Certificate's
Separate Account Value and Fixed Account Value.


SEC: Securities and Exchange Commission.

Separate Account: A separate account maintained by the Company for the purpose
of funding the Certificates; Variable Life Account B.


Separate Account Value: The portion of a Certificate's Total Account Value
attributable to the variable portion of the Certificate. For any Variable
Option, it is the Accumulation Unit Value for that Variable Option multiplied
by the number of Accumulation Units for that Variable Option credited to the
Certificate.


Settlement Option(s): The method(s) by which payment may be made from a Death
Benefit or upon the Maturity Date or the Full Surrender of a Certificate.


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

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


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

Valuation Date: The date and time at which the Accumulation Unit Value of a
Variable Option is calculated. Currently, this calculation occurs after the
close of business of the New York Stock Exchange on any normal business day,
Monday through Friday, that the New York Stock Exchange is open.

Valuation Period: The period of time between successive Valuation Dates.


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

We, our, us, Company: Aetna Life Insurance and Annuity Company.

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

You, your: The person entitled to purchase or exercise any rights or privileges
under a Certificate or a Settlement Option. This is generally the Owner (or,
during a Settlement Option, the payee).


vi
<PAGE>

The Separate Account

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

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


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


Charges & Fees

Premium Load

Before a premium is allocated to the Certificate's Total Account Value, 8% of
the premium is deducted to cover certain expenses and taxes associated with the
sales, start-up and maintenance costs of the Certificates. We reserve the right
to increase this charge to not more than 10% under both new and
previously-issued Certificates.

Charges and Fees Assessed Against the Total Account Value

Charges and fees assessed against the Total Account Value will be deducted from
each of a Certificate's Variable Options and Fixed Account Value on a Pro Rata
Basis.

Monthly Deduction

The Monthly Deduction includes the Cost of Insurance, a Certificate fee, and
any charges for supplemental benefits. Monthly Deductions begin on the Issue
Date, even if the Issue Date is earlier than the date the application form for
a Certificate is signed, and occur on each Monthly Deduction Day thereafter. If
the Certificate's issuance is delayed due to underwriting requirements, the
charges will not be assessed until the underwriting is complete and the
application for the Certificate is approved.

As to when insurance coverage and investment performance commence under a
Certificate, see Enrollment and Commencement of Coverage.


                                                                               1
<PAGE>

Cost of Insurance

The Cost of Insurance charge is related to the Company's expected mortality
cost for your base insurance coverage under a Certificate, not including any
supplemental benefits that you may elect through a Certificate rider. The Cost
of Insurance charge is equal to the Certificate's Amount at Risk on the Monthly
Deduction Day, multiplied by a monthly Cost of Insurance rate. Our Amount at
Risk at any time is approximately the difference between the Certificate's
then-applicable Death Benefit and its Total Account Value. An increase in the
Total Account Value or a decrease in the Death Benefit will result in a smaller
Cost of Insurance charge, while a decrease in the Total Account Value or an
increase in the Death Benefit will result in a larger Cost of Insurance charge.

The Cost of Insurance rate generally increases over the life of a Certificate
and is based on the Insured's Attained Age and the Insured's risk class. The
Cost of Insurance rates for standard risk Insureds will not exceed those based
on a 50% male/50% female blend under the 1980 Commissioners Standard Ordinary
Mortality Table, smoker or non-smoker (1980 Tables). Substandard risk Insureds
will have monthly deductions based on Cost of Insurance rates which may be
higher than those set forth in the 1980 Tables. A table of guaranteed maximum
Cost of Insurance rates per $1,000 of the Amount at Risk will be included in
each Certificate. Subject to the applicable guaranteed maximum rates, the
monthly Cost of Insurance rates may be adjusted by us from time to time.


Current cost of insurance rates are generally lowest for Certificates having
Specified Amounts of at least $250,000. We expect to review our current cost of
insurance rates on at least an annual basis in light of the actual mortality
experience of participants under the NYSUT Trust group Policy. In many cases,
we expect that these periodic reviews will result in upward or downward
revisions to the current Cost of Insurance rates that apply both to previously
and subsequently-issued Certificates. Cost of Insurance rates will be the same
for male and female insureds, and will generally be lower for non-smokers than
for smokers. We also offer preferred Cost of Insurance rates for both smokers
and non-smokers who meet more stringent requirements than do standard risk
smokers and non-smokers, respectively. If an Insured classified "smoker"
changes his smoking habits so as to fall within our non-smoker category, you
may make a Written Request for reclassification after the first Certificate
Year.


Cost of Insurance rates for an increase in Specified Amount for which evidence
of insurability has been provided will be based on the Insured's risk class at
the time of the increase.

Certificate Fee


The Monthly Deduction also includes a Certificate fee of $14 a month during the
first Certificate Year from the Issue Date of the Certificate or increases and
$6 a month thereafter. This charge is for administrative expenses, such as risk
underwriting and Certificate issuance, premium billing and collection,
Certificate value calculation, confirmation of Certificate transactions, and
periodic reports to Owners. We reserve the right to raise this charge, both for
new and previously issued Certificates, to not more than $19 a month during the
first Certificate Year from the Issue Date of the Certificate or increases and
$11 a month thereafter. The monthly Certificate fee is not expected to exceed
our actual administrative costs.


Charges for Supplemental Benefits

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

Transfer and Partial Surrender Charges


We reserve the right to charge an administrative fee of up to $25 for each
transfer between investment options in excess of 12 transfers per year. For
Partial Surrenders, we reserve the right to charge an administrative fee of $25
or, if less, 2% of the surrender amount.


Mortality and Expense Risk Charge

A mortality and expense risk charge will be deducted from the Separate Account
Value to compensate the Company for the aggregate mortality and expense risks
assumed in connection with the Certificates. The mortality risk assumed


2
<PAGE>

by the Company is that Insureds, as a group, may live for a shorter period of
time than estimated and that the Company will, therefore, pay Death Benefits
before it is able to collect sufficient amounts of Cost of Insurance charges.
The expense risk assumed is that expenses incurred in issuing and administering
the Certificates and operating the Separate Account will be greater than the
administrative charges that the Company can impose for such expenses. We expect
to earn a profit from this charge.


The mortality and expense risk charge will be deducted daily and currently
equals an annual rate of 0.85% of the average daily net assets of the Separate
Account during the first 10 Certificate years and 0% thereafter. Because the
Certificates were first offered for sale in 1997, the planned deduction after
the tenth year has not yet gone into effect for any outstanding Certificate.
The Company reserves the right to increase or decrease the mortality and
expense risk charge if it believes that circumstances have changed so that
current charges are no longer appropriate. However, in no event will the charge
exceed 1.25% of average daily net assets on an annual basis. Beginning in
Certificate year 11 the Annual rate is guaranteed not to exceed 0.40% of net
assets on an annual basis.


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

Charges Assessed Against the Underlying Funds


The following table illustrates the investment advisory fees, other expenses
and total expenses paid by each of the Funds as a percentage of average net
assets based (except otherwise noted) on figures for the year ended December
31, 1996:

<TABLE>
<CAPTION>
                                                Investment
                                               Advisory Fees1     Other Expenses     Total Fund
                                               (after expense     (after expense      Annual
                                               reimbursement)     reimbursement)     Expenses
<S>                                                <C>                <C>             <C>
Aetna Variable Fund(2)                             0.50%              0.06%           0.56%
Aetna Income Shares(2)                             0.40%              0.08%           0.48%
Aetna Variable Encore Fund(2)                      0.25%              0.10%           0.35%
Aetna Investment Advisers Fund, Inc.(2)            0.50%              0.08%           0.58%
Aetna Ascent Variable Portfolio(2)                 0.60%              0.15%           0.75%
Aetna Crossroads Variable Portfolio(2)             0.60%              0.15%           0.75%
Aetna Legacy Variable Portfolio(2)                 0.60%              0.15%           0.75%
Aetna Variable Index Plus Portfolio(2)             0.35%              0.15%           0.50%
Fidelity VIP II Contrafund Portfolio(3)            0.61%              0.13%           0.74%
Fidelity VIP Equity-Income Portfolio(3)            0.51%              0.07%           0.58%
Janus Aspen Aggressive Growth Portfolio(4)         0.72%              0.04%           0.76%
Janus Aspen Balanced Portfolio(4)                  0.79%              0.15%           0.94%
Janus Aspen Growth Portfolio(4)                    0.65%              0.04%           0.69%
Janus Aspen Worldwide Growth Portfolio(4)          0.66%              0.14%           0.80%
</TABLE>

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

(2) The Company provides administrative services to the Fund and assumes the
    Fund's ordinary recurring direct costs under an Administrative Services
    Agreement. The new Administrative Services Agreement became effective on May
    1, 1996 for Aetna Variable Fund, Aetna Income Shares, Aetna Variable Encore
    Fund, Aetna Investment Advisers Fund, Inc., Aetna Ascent Variable Portfolio,
    Aetna Crossroads Variable Portfolio, and Aetna Legacy Variable Portfolio.
    Therefore, for these Funds the "Other Expenses" shown are not based on
    actual figures for the year ended December 31, 1996, but reflect the fee
    payable under that Agreement. The Administrative Services Agreement was in
    effect for Aetna Variable Index Plus Portfolio since its inception.

    Effective August 1, 1996, Investment Advisory Fees were increased for Aetna
    Variable Fund, Aetna Income Shares, Aetna Investment Advisers Fund, Inc.,
    Aetna Ascent Variable Portfolio, Aetna Crossroads Variable Portfolio, and
    Aetna Legacy Variable Portfolio. The Advisory Fees shown above are not based
    on actual figures for the year ended December 31, 1996, but reflect the
    increased Investment Advisory Fees.



                                                                               3
<PAGE>


(3) A portion of the brokerage commissions that certain funds pay was used to
    reduce expenses. In addition, certain funds have entered into arrangements
    with their custodian and transfer agent whereby interest earned on
    uninvested cash balances was used to reduce custodian and transfer agent
    expenses. Including these reductions, the total operating expenses would
    have been 0.56% for Equity Income Portfolio and 0.71% for Contrafund
    Portfolio.

(4) The fees and expenses shown above are based on gross expenses of the Shares
    before expense offset arrangements for the fiscal year ended December 31,
    1996. The information for each Portfolio is net of fee waivers or reductions
    from Janus Capital. Fee reductions for the Balanced, Growth, and Worldwide
    Growth Portfolios reduce the management fee to the level of the
    corresponding Janus retail fund. Other waivers, if applicable, are first
    applied against the management fee and then against other expenses. Without
    such waivers or reductions, the Management Fee, Other Expenses and Total
    Fund Annual Expenses would have been 0.92%, 0.15% and 1.07% for Balanced
    Portfolio; 0.79%, 0.04% and 0.83% for Growth Portfolio; and 0.77%, 0.14% and
    0.91% for Worldwide Growth Portfolio, respectively. Janus Capital may modify
    or terminate the waivers or reductions at any time upon at least 90 days'
    notice to the Portfolio's Board of Trustees.


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

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<PAGE>

Allocation of Premiums

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

The Funds

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

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

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

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

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


[bullet] Aetna Generation Portfolios, Inc.--Aetna Ascent Variable Portfolio
         seeks to provide capital appreciation by allocating its investments
         among equities and fixed income securities. Aetna Ascent is managed
         for investors who generally have an investment horizon exceeding 15
         years and who have a high level of risk tolerance. See the Fund's
         prospectus for a discussion of the risks involved.(1)


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

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


[bullet] Aetna Variable Portfolios, Inc.--Aetna Variable Index Plus Portfolio
         seeks to outperform the total return performance of publicly traded
         common stocks represented by the S&P 500 Composite Stock Price Index
         ("S&P 500"), a broad based stock market index composed of 500 common
         stocks selected by the Standard & Poor's Corporation. The Portfolio
         uses the S&P 500 as a comparative benchmark because it represents
         approximately two-thirds of the total market value of all U.S. common
         stocks, and is well known to investors.(1)



                                                                               5
<PAGE>


[bullet] Fidelity Investments' Variable Insurance Products Fund--Equity-Income
         Portfolio seeks reasonable income by investing primarily in
         income-producing equity securities. In choosing these securities, the
         Fund will also consider the potential for capital appreciation.(2)

[bullet] Fidelity Investments' Variable Insurance Products Fund II--Contrafund
         Portfolio seeks maximum total return over the long term by investing
         its assets mainly in equity securities of companies that are
         undervalued or out-of-favor.(2)

[bullet] Janus Aspen Series--Aggressive Growth Portfolio is a non-diversified
         portfolio that seeks long-term growth of capital. The Portfolio
         pursues its investment objective by normally investing at least 50% of
         its equity assets in securities issued by medium sized companies.
         Medium-sized companies are those whose market capitalizations fall
         within the range of companies in the S&P MidCap 400 Index, which as of
         December 30, 1996 included companies with capitalizations between
         approximately $192 million and $6.5 billion, but which is expected to
         change on a regular basis.(3)

[bullet] Janus Aspen Series--Growth Portfolio seeks long-term growth of capital
         consistent with the preservation of capital. The Portfolio pursues its
         investment objective by investing in common stocks of a large number
         of issuers of any size.(3)

[bullet] Janus Aspen Series--Worldwide Growth Portfolio seeks long-term growth
         of capital consistent with the preservation of capital. The Portfolio
         pursues its investment objective primarily through investments in
         common stocks of foreign and domestic issuers.(3)

[bullet] Janus Aspen Series--Balanced Portfolio seeks long-term capital growth
         consistent with preservation of capital and balanced by current
         income. The Portfolio pursues its investment objective by, under
         normal circumstances, investing 40%-60% of its assets in securities
         selected primarily for their growth potential and 40%-60% of its
         assets in securities selected primarily for their income potential.(3)


Investment Advisers of the Funds:


    (1) Aetna Life Insurance and Annuity Company (investment adviser) and Aeltus
        Investment Management, Inc. (subadviser)

    (2) Fidelity Management & Research Company

    (3) Janus Capital Corporation


Some of the above Funds may use instruments known as derivatives as part of
their investment strategies, as described in their respective prospectuses. The
use of certain derivatives such as inverse floaters and principal only debt
instruments may involve higher risk of volatility to a Fund. The use of
leverage in connection with derivatives can also increase risk of losses. See
the prospectus for each Fund for a discussion of the risks associated with an
investment in that Fund. You should also refer to the attached prospectuses of
the Funds for more complete information about their investment policies and
restrictions.

Mixed and Shared Funding; Conflicts of Interest

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


6
<PAGE>


Fund Additions, Deletions or Substitutions

The Company may add additional Funds as investment options under your
Certificate at any time. The Company may also stop accepting payments into a
Fund at any time although amounts you have deposited in those Funds could stay
in the Fund. Any dividends or capital gains earned on the Fund could be
reinvested in the Fund. The Company also has the right to replace shares of a
Fund with shares of another Fund if the Company believes that the Fund is no
longer appropriate as an investment option under the Certificate. To do any of
these actions, the Company must comply with the terms of the 1940 Act and with
any insurance laws or regulations that would apply at the time. The Company
would provide notice to you before it would replace a Fund or close a Fund to
new payments and will also provide notice about any new Fund that is added.


Fixed Account

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

The Fixed Account is a fixed funding option available under the Certificates
under which the Company credits interest at rates that it declares from time to
time. These rates are in the Company's sole discretion, except that the Company
guarantees a 4% minimum annual interest rate on amounts in the Fixed Account
(the Fixed Account Value), compounded monthly. Current interest rates may also
vary depending on when an amount was allocated to the Fixed Account.

The Fixed Account is supported by the general assets of the Company. The
general assets of the Company include all assets of the Company other than
those held in legally-segregated separate accounts sponsored by the Company or
its affiliates. The Company will invest the assets attributable to the Fixed
Account in those assets chosen by the Company, as allowed by applicable law for
investment of its general assets. Such assets, and any investment income
therefrom are solely the property of the Company.


                                                                               7
<PAGE>

Certificate Choices

Premium Payments


The Certificates are flexible premium variable universal life insurance in
that, within limits, the Owner has the right to decide when to make premium
payments and in what amounts. Each Certificate specifies Planned Premiums and
Basic Monthly Premiums. However, payment of Planned or Basic Monthly Premiums
will not, except as noted below, guarantee that your Certificate will remain in
force. Conversely, failure to pay such premiums will cause your Certificate to
lapse. Not paying an amount at least equal to your Basic Monthly premiums will
cause the Certificate's 5-year No Lapse Coverage not to be applicable. (See No
Lapse Coverage)

Planned Premiums are those premiums you request and we agree to bill on an
annual, semiannual, quarterly or other periodic basis. Pre-authorized automatic
monthly check payments or salary or pension deduction arrangements through the
Member's employer may also be arranged. You may change your Planned Premium at
any time by submitting a Written Request to us. Premiums paid by payroll
deduction are generally forwarded by your employer to NYSUT Trust, which
forwards them to us. We are not responsible for errors and delays caused by or
other conduct of your employer or NYSUT Trust.


We may require evidence of insurability if payment of any premium would
increase the difference between the Death Benefit and the Total Account Value
(thus increasing our Amount at Risk). If satisfactory evidence of insurability
is requested and not provided, we will refund any refused premium without
interest and without participation of such amount in the Funds. We may also
refuse to accept any premium payment (other than one required to keep a
Certificate in force) if it would cause the Certificate to fail to be treated
as life insurance for federal income tax purposes. Finally, premiums paid in
excess of the Planned Premium or an increase in your Planned Premium may cause
the Certificate to be classified as a "Modified Endowment Contract" for federal
income tax purposes. (See Tax Matters) In that case, we will mail you a
notification and, if you wish to avoid Modified Endowment Contract status, we
will refund the excess premium, without interest and without participation in
the Funds.

Commencement of Coverage


The insurance coverage under a Certificate starts when we have approved the
insurance based on the application and any other information required to be
submitted by the Insured, we or our representative have received at least the
first Basic Monthly Premium and the Insured is eligible for coverage.
Therefore, coverage may not commence until some time after you submit an
application for a Certificate.

If, however, you submit at least the full first Basic Monthly Premium for the
billing frequency with your application, and if certain other requirements are
met, we may offer immediate temporary fixed insurance coverage. For more
information about the availability, terms and conditions of this coverage, you
should consult your Aetna representative, who can also provide you with a copy
of our conditional receipt.


The Issue Date of a Certificate is generally the date that we approve a
Certificate. Under limited circumstances, however, we may backdate a
Certificate, upon request, by assigning an Issue Date that is up to six months
earlier than otherwise would apply. Backdating may be desirable, for example,
so that you can purchase coverage at lower Cost of Insurance rates based on a
younger insurance Age. For a backdated Certificate, you must pay the cost of
insurance and other charges from the Issue Date to the Issue Date that would
have applied without backdating, notwithstanding that insurance coverage was
not in effect and no interest or investment return is credited for that period.

Your initial premium payment is credited to and begins to earn a return in the
Separate Account or the Fixed Account on the Issue Date of the Certificate or
the date that at least the first Basic Monthly Premium is received at our Home
Office, whichever is later. After the first premium payment, all premiums must
be sent to our Home Office. These and all other premiums will be deemed
received when actually received at the Home Office together with any
identifying infor-


8
<PAGE>


mation we require from the Member's employer or NYSUT Trust. Your premium
payments will be allocated as you have directed, effective at the end of the
Valuation Period in which each payment is received in the Home Office.


You may reallocate your future premium payments at any time. Allocations must
be changed in whole percentages. The change will be effective with the next
premium payment after we receive your request. We will send you confirmation of
the change. (See Transfers)

5-Year No Lapse Coverage Provision


A Certificate will not enter a Grace Period--and therefore will not
terminate--within the 5-year period after its Issue Date or the Issue Date of
any Specified Amount increase that you have requested, if required premiums are
paid as follows: the Certificate will not enter a Grace Period on any Monthly
Deduction Day within such a 5-year period, if the sum of premiums paid within
that period equals or exceeds (a) the sum of the Basic Monthly Premiums for
each Certificate Month from the start of the period, including the current
month; plus (b) any Partial Surrenders since the start of the period; plus (c)
any increase in the Loan Account Value since the start of the period.


If these requirements are not met on any Monthly Deduction Day within the
5-year period, and the Surrender Value is less than the Monthly Deduction for
that day, the Certificate will enter the Grace Period. Additional premium
payments must then be paid to prevent the termination of the Certificate. (See
Grace Period)

We will accumulate any amounts of Monthly Deduction that, as a result of the No
Lapse Coverage, we have not collected, and we will collect such amounts from
any Surrender Value resulting from subsequent Net Premiums that you pay. Also,
once the No Lapse Coverage is no longer in effect as to your Certificate, your
Certificate may lapse unless you pay sufficient premiums to permit us to
collect the full amount of previously uncollected Monthly Deductions, if any.
(See Grace Period)

Death Benefit Options


At the time of enrollment, you must choose between the two available Death
Benefit Options.

Under Option 1, the Death Benefit will be the greater of: (a) the Specified
Amount or (b) the applicable percentage of the Total Account Value. The
percentage is 250% through age 40 and decreases yearly to 100% at age 95.
Option 1 generally provides a level Death Benefit.

Under Option 2, the Death Benefit will be the greater of: (a) the Specified
Amount plus the Total Account Value or (b) the applicable percentage (described
above) of the total Account Value. Option 2 provides a varying Death Benefit
which increases or decreases over time, depending upon the amount of premiums
paid and the investment performance of the Fund(s) you choose.


The Death Benefit payable under either Option will be calculated as of the date
of death and will be reduced by (a) the amount necessary to repay the Loan
Account Value in full with all accrued interest, (b) if the Certificate is
within the Grace Period, the amount required to keep the Certificate in force
through the date of death, and (c) the amount of any other Monthly Deductions
that we were unable to collect. (See 5-year No Lapse Coverage Provision)

Transfers

At any time prior to the Maturity Date, you may transfer all or part of your
Separate Account Value in any Variable Option to any other Variable Option or
to the Fixed Account. We reserve the right to charge an administrative fee of
$25 for each transfer over 12 per year and to limit the total number of
Variable Options you may elect to 15 over the lifetime of the Certificate.

Within the 45 days following the Certificate Anniversary, you may request a
transfer of a portion of the Fixed Account Value to one or more of the Variable
Options. This type of transfer is allowed only once within this 45 day period,
and we must receive your request at the Home Office within the 45 day period.
The transfer will be effective at the end of the Valuation Period in which your
request is received by the Home Office. The amount of any such transfer cannot
exceed the greater of 25% of the Fixed Account Value or $500.


                                                                               9
<PAGE>

Telephone Transfers


You may request a transfer of account values either by Written Request (as set
forth above) or by telephone. All transfers must be in accordance with the
terms of the Certificate.


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

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

Automated Transfers (Dollar Cost Averaging)

Dollar Cost Averaging describes a system of investing a uniform sum of money at
regular intervals over a period of one, two or three years, as you select.
Dollar Cost Averaging is based on the principle that acquiring Accumulation
Units with a constant sum of money at fixed intervals results in acquiring more
of the units when prices are low and fewer units when prices are high.


You may establish automated transfers of amounts on a monthly or quarterly
basis from the Aetna Variable Encore Fund Variable Option to any other Variable
Option through a Written Request or other method acceptable to the Company.
Dollar Cost Averaging is not permitted to or from the Fixed Account. You must
have a minimum of $5,000 allocated to the Aetna Variable Encore Variable Option
in order to enroll in the Dollar Cost Averaging program. The minimum automated
transfer amount is $50 per month. There is no additional charge for this
Program. You may start or stop participation in the Dollar Cost Averaging
program at any time, but you must give the Company at least 30 days' notice to
change any automated transfer instructions that are currently in place.
Automated transfers do not reduce the number of charge-free transfers that you
could otherwise make. The Company reserves the right to suspend or modify
automated transfer privileges at any time.


Termination or Change in Coverage


Even if the 5-year No Lapse Coverage is still in effect under your Certificate,
and even if you have paid enough premiums to prevent your Certificate from
lapsing, your Certificate, and all coverage thereunder, may be terminated
without your consent. This may happen, for example, if NYSUT notifies the
Company that it wishes to terminate the group Policy. NYSUT Trust has agreed to
provide each of the Insured with advance notice of policy cancellation or
discontinuance. Such notice must be mailed or delivered to such Insured at the
last known address of record at least 15 days before the date plan cancellation
or discontinuance is to take effect. Prior to the termination date, you could
exercise your rights to make a Full Surrender or to convert your Certificate to
paid-up fixed life insurance. (See Paid-Up Nonforfeiture Option)

The group Policy, and your Certificate, may also terminate if NYSUT Trust
ceases to cause payroll deduction premiums to be remitted to us. This would
occur (following an opportunity to cure the problem in accordance with the
terms of



10
<PAGE>

the group Policy) regardless of whether premiums for your Certificate were
being paid by payroll deduction, or the amount of premium paid, or the
available Surrender Value under your Certificate.


A Certificate also will terminate immediately if and when the Insured ceases to
be within at least one of the categories of persons that are eligible for
coverage under a Certificate. Those eligibility requirements are set forth
above under Definitions--Insured. If an Insured who is eligible only as the
spouse of a Member who is Insured ceases to be eligible, the Insured may become
a Member within 31 days after eligibility ceases and may continue the
Certificate uninterrupted.

If you do not make such an election within the 31-day period, or the
Certificate terminates because we or NYSUT Trust terminates the group Policy as
described above, you would then have the option of electing to convert your
coverage to an individual policy as described in the immediately following
paragraph. Either of these elections must be received at the Home Office (and,
as the case may be, the insured has become a Member or we have received the
required first premium under the conversion policy at our Home Office) within
the 31-day period. Otherwise, we will pay you the Certificate's Surrender
Value, calculated at the end of the last Valuation Period during which it was
in force.

The conversion privilege is available only within the 31-day period following
termination of the group Policy by NYSUT Trust or us or termination of a
Certificate upon the Insured's ineligibility for continued coverage thereunder.
The amount of insurance which ceases may be converted to any substantially
comparable flexible premium general account life insurance policy except term
insurance that the Company makes available for such purpose and according to
the Certificate terms. We cannot provide assurance, however, that the terms of
the conversion policy will not involve additional charges or otherwise be as
attractive to you than the Certificates. We reserve the right to permit only
the initial premium for the conversion policy to be paid at the time of
conversion and to distribute to you the rest of the Surrender Value as of the
Certificate's termination date. The Company will send notice to the Owner of
the right to convert. No evidence of insurability will be required.


Income taxes may be payable with respect to such partial distribution or any
other distribution of Surrender Value following termination of a Certificate.
(See Tax Matters)


If a timely conversion request has been received, and the Insured dies during
the time allowed for conversion, the amount that could have been converted will
be payable as a death benefit to the Beneficiary designated by the Insured. In
the event there is no designated beneficiary, we may pay from the Death Benefit
payable a sum not exceeding $500 to any person appearing to us to be equitably
entitled to same by reason of having incurred funeral expenses incident to the
death of the Insured. If a conversion request has not been received, however,
we will pay that benefit only if the insured dies within the 31-day conversion
period.

Also NYSUT Trust, by agreement with us, may make changes in your Certificate
(and your coverage) without your consent; however, if such changes result in a
reduction in benefit or an increase in guaranteed charges, your consent is
required.

We reserve the right at any time to cease issuing new Certificates to any class
or classes of Members or their relations.


                                                                              11
<PAGE>

Certificate Values

Total Account Value

Amounts allocated under a Certificate to a Variable Option of the Separate
Account are credited in the form of Accumulation Units of that Variable Option,
based on such units' then Accumulation Unit Value. The number of Accumulation
Units credited is determined by dividing the amount being allocated by the
appropriate Accumulation Unit Value. Since each Variable Option has a unique
Accumulation Unit Value, if you have elected a combination of Variable Options
you will have Accumulation Units credited to your Separate Account Value for
each Variable Option.

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

The number of Accumulation Units credited to a Certificate will not be changed
by any subsequent change in the value of an Accumulation Unit or the investment
performance of the related Fund. The number is increased by any subsequent
allocation of Net Premiums or other account value to the Variable Option.
Similarly, whenever any account value is removed from the Variable Option (such
as upon transfer, Full or Partial Surrender, Certificate Loan or Monthly
Deduction allocated to that option), a number of Accumulation Units in that
Variable Option will be cancelled whose aggregate then-current Accumulation
Unit Values equal the amount being removed from the Variable Option.

The Fixed Account Value includes all amounts allocated to the Fixed Account
under a Certificate and any interest credited thereon. The Fixed Account Value
is reduced by amounts removed from the Fixed Account, such as upon a transfer,
Full or Partial Surrender, Certificate Loan or Monthly Deduction allocated to
the Fixed Account.

You will be advised at least annually as to the number of Accumulation Units
which remain credited to your Certificate, the current Accumulation Unit
Values, the Separate Account Value, the Fixed Account Value, and the Total
Account Value. (See Reports to Owners)

Accumulation Unit Value

The value of an Accumulation Unit for any Valuation Period is determined by
multiplying (a) the value of an Accumulation Unit for the immediately preceding
Valuation Period by (b) the sum of 1 plus the net investment rate for the
current period for the appropriate Variable Option.

The net investment rate equals (a) the value of the net assets of the Variable
Option held in the Separate Account at the end of a Valuation Period, before
any adjustment for amounts allocated to or removed from the Variable Option
during the period; minus (b) the value of the net assets of the Variable Option
held in the Separate Account at the beginning of that Valuation Period,
adjusted by any taxes or provisions for taxes attributable to the operation of
the Separate Account; divided by (c) the value of the Variable Option's
Accumulation Units held in the Separate Account at the beginning of the
Valuation Period; minus (d) the rate of any applicable daily charge for
mortality and expense risks.

Maturity Value


The Maturity Value of a Certificate is the Surrender Value on the Maturity
Date. All or part of the Surrender Value may be applied to one or more of the
Settlement Options. (See Certificate Settlement)



12
<PAGE>

Certificate Rights

Full Surrenders

By Written Request, you may surrender a Certificate for its Surrender Value at
any time before the Maturity Date while the Insured is alive. All insurance
coverage under the Certificate will end on the date of the Full Surrender. The
Surrender Value will equal the Total Account Value on the date of surrender,
less the Loan Account Value and less any unpaid accrued interest. We may
require return of the Certificate for a Full Surrender.


The Surrender Value is computed as of the end of the Valuation Period in which
we receive your Written Request.


Partial Surrenders


By Written Request, you may, at any time after the first Certificate Year,
partially surrender your Certificate.

The minimum amount of any Partial Surrender is $500. We may also charge an
administrative fee of $25 or, if less, 2% of the amount surrendered. Any
Partial Surrender and any related administration charge will be deducted on a
Pro-Rata Basis from each investment option in use under the Certificate.

If the Death Benefit Option for a Certificate is Option 1, a Partial Surrender
will reduce the Total Account Value, Death Benefit, and Specified Amount. The
Specified Amount and Total Account Value each will be reduced by the amount of
the surrender. However, we will not allow a Partial Surrender if the Specified
Amount will be reduced below the minimum Specified Amount set forth in the
Certificate Specifications. Nevertheless, if the Death Benefit for the
Certificate immediately prior to the surrender is determined based on the
applicable percentage of the Total Account Value, the Partial Surrender may not
reduce the Specified Amount. A reduction in the Specified Amount will cause a
reduction in the required Basic Monthly Premiums for the 5-year No Lapse
Coverage and may cause an increase in your current Cost of Insurance rate if a
Specified Amount is reduced from $250,000 or more to an amount less than
$250,000 (see Monthly Deduction). The future premium required to maintain the
5-year No Lapse Coverage will be based on the new Specified Amount and will be
set forth in a supplemental Certificate Specifications page that will be
delivered to you.


If the Death Benefit Option for a Certificate is Option 2, a Partial Surrender
will reduce both the Total Account Value and the Death Benefit by the amount of
the surrender, but the Specified Amount will not be reduced.

Paid-Up Nonforfeiture Option

By Written Request, you may elect, at any time before the Maturity Date, to
continue your Certificate as fixed (non-variable) paid-up life insurance.

The Surrender Value will be applied as a Net Single Premium to determine the
Specified Amount of the paid-up insurance. The cost of the paid-up insurance
will be based on the guaranteed maximum Cost of Insurance rates in the
Certificate and an interest rate of 4% compounded annually. However, the
Specified Amount of the paid-up insurance cannot exceed the Death Benefit under
the Certificate as of the effective date of the paid-up insurance. Any excess
Surrender Value will be distributed to you and will be treated as a partial
distribution for federal income tax purposes. (See Tax Matters) The effective
date of the paid-up coverage will be the first Monthly Deduction Day that
occurs on or after our receipt of your Written Request.

Full Surrenders and Certificate Loans, as described in this Prospectus, will be
allowed if the Certificate is continued in force as paid-up insurance. However,
all supplemental rider benefits will terminate and will be unavailable with the
paid-up coverage. The surrender value will be the Net Single Premium for the
paid up insurance on the date of surrender, less any outstanding loan balance.
Partial Surrenders will not be available.

Proceeds payable under this option upon death of the Insured or maturity will
equal the Specified Amount less any

                                                                              13
<PAGE>

Certificate Loans and accrued unpaid interest under the paid up insurance. See
"Tax Matters" for a discussion of possible tax consequences resulting from your
electing the paid-up nonforfeiture option.

Grace Period


If You have paid sufficient premiums to meet the conditions of the No Lapse
Coverage period, but outstanding loans have caused the Surrender Value to be
insufficient to allow a Monthly Deduction on the Monthly Deduction Day, We will
allow You 61 days of grace for payment of an amount sufficient to allow the
Monthly Deduction. We may require payment of the amount equal to the lesser of
(1) or (2) where:

(1) is the amount necessary to meet the loan-related conditions of the No Lapse
    Coverage provision; or

(2) is an amount sufficient to cover the Monthly Deduction(s) that would result
    in the Surrender Value being greater than zero.

If You have not paid sufficient premiums to meet the conditions of the No Lapse
Coverage period and the Surrender Value is insufficient to allow a Monthly
Deduction on a Monthly Deduction Day, We will allow You 61 days of grace for
payment of an amount sufficient to allow the monthly Deduction. We may require
payment of the amount necessary to keep the coverage under this Certificate in
force for the current month plus two additional months.

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

Written notice will be mailed to Your last known address, according to Our
records, not less than 31 days before termination of this Certificate. This
notice will also be mailed to the last known address of any assignee of record.

During the days of grace, this Certificate will stay in force. If the Insured's
Death occurs during the days of grace, We will deduct an amount required to
keep this Certificate in force from that Death Benefit.


Reinstatement of a Lapsed Certificate


If the Certificate terminates following its Grace Period, it may be reinstated.
If this Certificate is reinstated, the Certificate Year upon reinstatement will
be calculated as if there had never been a lapse in coverage. However, you must
apply for reinstatement within 5 years after the date of termination and before
the Maturity Date. Also, we must receive evidence of the Insured's current
insurability that is satisfactory to us, as well as a premium payment that at
least equals the amount that we specify. We must receive a payment at least
equal to the sum of (1) and (2) where: (1) is any portion of the Loan Account
Value plus accrued interest on the date of lapse exceeding the Total Account
Value on the date of lapse; and (2) a premium payment sufficient to keep the
Certificate in force for the current month plus two additional months. If this
Certificate is reinstated within a No Lapse Coverage period, all values
including the Loan Account Value would be reinstated as they were the date of
lapse.

If this Certificate is reinstated after a No Lapse Coverage period has expired,
the coverage would be reinstated on the Monthly Deduction Day following Our
approval. The payment received would first be applied to pay any positive
excess of the Loan Account Value plus accrued interest on the date of lapse
over the Total Account Value on the date of lapse with any remainder treated as
a premium. The Total Account Value at reinstatement would be the Net Premium
paid less the Monthly Deduction for that day. Any Loan Account Value would not
be reinstated.


Monthly Deductions and investment performance will recommence on the Monthly
Deduction Day on or first following our approval of the reinstatement.
Nevertheless, we will pay the reinstated Death Benefit if the Insured dies
prior to that date but after we have received a reinstatement request and all
payments and information required for us to grant the request.

Supplemental benefit riders will be reinstated only with our consent. Any
Certificate Loan will be reinstated and any prior uncollected Monthly
Deductions will remain due only if the Certificate lapsed within a 5-year No
Lapse Coverage period


14
<PAGE>

that has not yet expired by the time of reinstatement. (See 5-year No Lapse
Coverage Provisions) Any portion of the No Lapse Coverage period that still
remains by the time of reinstatement will also be restored. In that case, you
may put the No Lapse Coverage into effect for any time during such remaining
period as of which you have paid at least the cumulative amount of all Basic
Monthly Premiums required to date for this purpose (including any amount of
unpaid Basic Monthly Premiums due for periods prior to the reinstatement).

A reinstatement may result in restarting the test used for determining whether
the Certificate is a Modified Endowment Contract. (See Tax Matters)

Certificate Loans


We will grant loans at any time after the expiration of the Right of
Certificate Examination and before the Maturity Date. The amount of the loan
will not be more than the Loan Value. Unless otherwise required by state law,
the Loan Value is 90% of the Total Account Value. The amount of the loan will
be transferred out of the Fixed Account and any Variable Options on a Pro-Rata
Basis and be held instead as part of the Loan Account Value. Loans and loan
repayments will be effected as of the end of the Valuation Period in which we
receive the Written Request for the loan or the repayment, respectively.

The loan may be repaid in full or in part at any time prior to the Maturity
Date, as long as the Certificate is in force and the Insured is alive. The
amount necessary to repay all loans in full is the Loan Account Value plus any
accrued interest. Loan repayments will be allocated to the Fixed Account Value
and the Separate Account Value in the same proportion in which the loan was
taken. Unless you specifically instruct us otherwise, Additional Premiums
received will be considered loan repayments. The full Surrender Value under
this Certificate will equal the Total Account Value on the date of surrender
less the Loan Account Value plus any accrued interest. If a loan is not repaid
prior to the Maturity Date, the amount payable at the Maturity Date will equal
the Total Account Value on the Maturity Date, less the Loan Account Value on
the Maturity Date plus any accrued interest.

The amount of interest earned on the Loan Account Value and the amount of
interest charged to you on a loan depends on whether the loan is considered a
preferred loan, as defined in the Certificate at the time. Beginning in the
11th Certificate Year, the interest rate charged on preferred loans and the
interest rate credited to the related Loan Account Value is 4%. For all other
loans, the current loan interest rate charged is 8% and the related Loan
Account Value will earn interest at a guaranteed minimum rate of 6%; however,
we may credit interest in excess of this rate, in our sole discretion.


Accordingly, even if the loan is repaid, the amount of the Death Benefit and
the Certificate's Surrender Value may be permanently affected, since the Loan
Account Value is credited with interest rather than with the investment
experience of the Funds.

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

Federal income tax consequences of Certificate Loans are discussed under Tax
Matters.

Certificate Changes


You may make certain changes to your Certificate, as described below, by
submitting a Written Request to our Home Office. Supplemental Certificate
Specifications will be sent to you once the change is completed. Any change
that decreases a $250,000 or larger Specified Amount to less than $250,000 (or
vice-versa) can cause an increase (or decrease) in your current Cost of
Insurance Rate. (See Monthly Deduction)



                                                                              15
<PAGE>

Increase in Specified Amount

Increases will be allowed at any time while a Certificate is in force if
satisfactory evidence of insurability for the Insured is provided. The
Surrender Value immediately after an increase must be at least three times the
sum of (a) the most recent Monthly Deduction from the Total Account Value and
(b) the Specified Amount of the increase multiplied by the applicable Cost of
Insurance rate divided by 1000. Specified Amount increases must be requested in
multiples of $1,000. Any maximum limit on the Specified Amount will be set
forth in the Certificate Specifications.


The Issue Date for any increase will be shown in the supplemental Certificate
Specifications. The 5-year period of the No Lapse Coverage provision applicable
to the increase will restart on the Issue Date of the increase. The Basic
Monthly Premium after the increase will be based on the Insured's Attained Age
and new Specified Amount.


For possible tax consequences of an increase in Specified Amount, see Tax
Matters.

Decrease in Specified Amount


You may decrease the Specified Amount of a Certificate after the first
Certificate Year. However, we will not allow a decrease in the Specified Amount
if the Specified Amount would be reduced below the minimum Specified Amount set
forth in the Certificate Specifications or if it would cause the Certificate to
be treated as other than life insurance for income tax purposes.


The Issue Date of the decrease will be the Monthly Deduction Day on or next
following the date on which your Written Request is received. The decrease will
reduce any past increases in the reverse order in which they occurred. (This
same order will also be followed for decreases in Specified Amount resulting
from changes in Death Benefit Option or a Partial Surrender.) If the 5-year No
Lapse Coverage provision is still applicable, the Basic Monthly Premium for
that purpose will be adjusted to be based on the reduced Specified Amount.

A Specified Amount decrease can cause a Certificate to be taxed as a Modified
Endowment. For a discussion of tax considerations in connection with Specified
Amount decreases, see Tax Matters.

Change in Death Benefit Option


Changes from Option 1 to Option 2 will be allowed at any time while the
Certificate is in force. The Specified Amount will be reduced to equal the
Specified Amount less the Total Account Value at the time of the change.
Changes from Option 2 to Option 1 also will be allowed at any time while the
Certificate is in force. The Specified Amount will be increased to equal the
Specified Amount plus the Total Account Value as of the date of the change. If
the Death Benefit at the time of the change is determined based on the
applicable percentage of the Total Account Value, the new Specified Amount may
be calculated differently from the foregoing description.


We will not allow a change in the Death Benefit Option if the Specified Amount
will be reduced below the minimum Specified Amount set forth in the Certificate
Specifications or if it would cause the Certificate to be treated as other than
life insurance for income tax purposes. Also, evidence of insurability may be
required. The change will take effect on the Monthly Deduction Day on or next
following the date on which your Written Request is received and, in cases
where evidence of insurability is required, we approve the increase.

Following any change in Death Benefit Option, the Basic Monthly Premium will be
adjusted so that it will be based on the new Specified Amount. A change in
Death Benefit Option may restart the test for determining whether a Certificate
is a Modified Endowment Contract for federal income tax purposes. (See Tax
Matters)

Right of Certificate Examination


The Certificate has a free look period during which you may examine your
Certificate. If for any reason you are dissatisfied, it may be returned to us
or to our representative within 10 days of receipt. Upon its return this
Certificate will be deemed void from its beginning. The amount refunded will be
(a) all payment made or (b) where permitted by state law, the



16
<PAGE>


premiums paid, adjusted for any positive or negative investment performance in
the Variable Options you selected (but not deducting any charges made under the
Certificate).


Supplemental Benefits

The supplemental benefits currently available as riders to a Certificate are
listed below. The riders contain other terms and conditions, about which you
can obtain information from your Aetna representative.

[bullet] Disability Benefit Rider provides--for a credit of the benefit amount
         described in the rider in the event of the total disability of the
         covered Insured. The Specified Amount generally may not be increased
         during the time while benefits are being provided under this rider.

[bullet] Accelerated Death Benefit Rider--provides for the advance payment to
         the Owner of a portion of the Specified Amount if the Insured provides
         requisite evidence of less than one year's life expectancy. There is
         no charge for this rider.


[bullet] Accidental Death Benefit Rider--provides for the payment of up to
         $200,000 to provide a double Death Benefit if the Insured dies as a
         result of an accident as defined in the rider.

[bullet] Child Insurance Rider--provides for non-participating term life
         insurance on the child(ren) of the Insured.

Other riders for supplemental benefits may become available under the
Certificate from time to time. The charges for such riders will be set forth in
your Certificate Specifications. Supplemental benefit riders may be added or
cancelled by the Owner at any time, pursuant to our procedures then in effect.
Any change you make in supplemental benefits may cause us to revise the Basic
Monthly Premium, in which case the new amount will be set forth in a
supplemental Certificate Specifications page that we will provide to you. Any
change in supplemental benefit rider coverage may also have tax consequences.
(See Tax Matters)


Certificate Settlement


Proceeds are generally payable by the Company in a lump sum upon the death of
the Insured or upon Full Surrender or upon maturity. You may elect one or more
of the Settlement Options discussed below. We may agree to other Settlement
Options at our discretion.

You may make a Written Request to elect, change or revoke a Settlement Option
before payments begin under any Settlement Option. This request will take
effect upon its receipt at our Home Office. If no Settlement Option has been
elected by you when proceeds become payable, the payee may make the election.
If the Certificate has been assigned, we will pay any amount due the assignee
in a lump sum. Any excess Death Benefit due will be paid as elected. The payee
is entitled to exercise any rights and privileges that are permitted under a
Settlement Option.


No fixed or variable Settlement Option may be elected that would result in a
first payment of less than $50 or that would result in total yearly payments of
less than $250. If the proceeds payable are insufficient to elect an option for
these minimum amounts, a lump-sum payment must be elected. We may refuse to
permit a Settlement Option if the payee is not a natural person. Also, the
Annuitant's age (plus the number of years for which any payments under the
annuity option chosen) may not exceed 95 years.

The several Settlement Options may differ in their tax consequences.

Settlement Options

The Settlement Options listed below are available under the Certificates.
Options 1, 2 and 3 are available on either a fixed payment or a variable
payment basis. The amount of the first payment under Options 1, 2 and 3
(whether on a


                                                                              17
<PAGE>

fixed or variable basis) is determined, based on the option chosen, using the
annuity rates specified in the Certificate. This rate is the same regardless of
whether an Annuitant is male or female.

For a fixed Settlement Option, the amount of the first and each subsequent
payment is the same. That amount will be based on an interest rate of at least
3%.

If our then current settlement option rate would provide higher payments on a
comparable fixed premium annuity at the time payments commence, we also will
use the higher rate for fixed Settlement Options under a Certificate.

For a variable Settlement Option, the first payment is determined using an
assumed interest rate of 3.5% or 5% whichever has been specified by the Owner
or payee, as the case may be. Subsequent payments will vary based on Fund
performance as discussed below under Calculation of Variable Payment Settlement
Option Values. The initial payment will be higher if 5% is elected as the
assumed interest rate; but subsequent payments will increase less with
favorable Fund performance (and decrease more with unfavorable Fund
performance) than if 3.5% is elected.


Except to the extent noted below for Option 1, no withdrawals from or changes
of a Settlement Option may be made under Options 1, 2 and 3 once payments
begin.


Option 1 -- Payments for a stated number of years, but no more than thirty. The
period must be for at least five years, but if variable payments are selected,
you may withdraw all or a portion of the remaining payments at any time.


Option 2 -- Payments for the lifetime of the Annuitant. If also chosen, we will
guarantee payments for a number of years from 5 to 30 or a "cash refund" upon
the Annuitant's death. The cash refund election is available only if all
amounts allocated to this Option 2 are on a fixed basis and are subject to that
election. The amount of the cash refund is the difference between the amount
applied to this annuity option at the time of settlement and the total amount
of payments received under the option prior to the Annuitant's death.


Option 3 -- Life Income Based Upon the Lives of Two Annuitants -- payments
during the joint lifetimes of two Annuitants. Payments will continue until both
Annuitants have died. When this option is chosen, a choice must be made of (a)
100%, 662/3% or 50% of the payment to continue after the first death; (b)
payments for a minimum of 5 to 30 years, with 100% of the payment to continue
after the first death; (c) 100% of the payment to continue to the surviving
Annuitant if the survivor is the original payee, and 50% of the payment to
continue to the survivor if the surviving Annuitant is the second payee; or (d)
100% of the payment to continue after the first death, with a "cash refund"
feature comparable to that described for Option 2 above.


Option 4 -- Payment of interest on the sum left with us at 3% or such higher
rate as we may, in our sole discretion, declare. After commencement of this
option, the payee may make a Written Request to receive all or a portion of the
amount held under this option as a lump sum or have it applied to one or more
of the other available Settlement Options.


Upon the death of the Annuitant(s) (or the payee under Option 4), the current
value of the funds held under Option 4, and the present value of any remaining
guaranteed payments under the other Options will be paid. Any remaining
guaranteed payments will continue to be received by the beneficiary unless the
beneficiary elects to receive the present value of any remaining guaranteed
payments in a lump sum. If the beneficiary subsequently dies, the present value
of any remaining guaranteed payments will be paid in one sum to the
beneficiarys' estate.

Although the foregoing discussion of Settlement Options is in terms of monthly
payments, an election also may be made to receive quarterly, semi-annual or
annual payments instead.

Calculation of Variable Payment Settlement Option Values

Variable Settlement Options will be supported by the then available Funds of
the Company's Variable Annuity Account B (Account B), a separate account very
similar to the Separate Account, except that Account B supports variable
annuity benefits, rather than variable life insurance benefits. We reserve the
right to impose a maximum of four on the number of Funds that can be used at
any one time for a Settlement Option. We will provide an Account B prospectus
in connection


18
<PAGE>

with selection of a Settlement Option. That prospectus will describe the
available Funds, the costs and expenses of such Funds and the charges imposed
on Account B. Such Funds may be, and the charges imposed on Account B are
expected to be, different from those that relate to the Separate Account prior
to commencement of a Settlement Option. Accordingly, you should review the
Account B prospectus, as well as the prospectuses for Account B's underlying
Funds, prior to selecting any variable payment Settlement Option.

The amount of each variable annuity payment after the first is determined
pursuant to a formula described in the Certificates that is generally used by
actuaries for making such calculations. Speaking generally, if the total return
of the Fund for any month, less a deduction currently equivalent to an annual
rate of 1.25% for mortality and expense risks which we expect to result in a
profit to us, exceeds the Settlement Option's assumed interest rate (3.5% or
5%, as discussed above), the next variable payment will be larger than the
previous one. On the other hand, if the Fund's total return for any month, as
so adjusted, is less than the assumed interest rate, the next variable payment
will be smaller than the previous one. The amount of any such increases or
decreases in variable annuity payments does not bear a direct relationship to
the Fund's total returns.


You may make transfers among Funds under our administrative procedures in
effect at the time. Currently, we limit the number of transfers to four per
Calendar Year, but we can change this limit in the future.


The Company and Management


Aetna Life Insurance and Annuity Company is a stock life insurance company
organized under the insurance laws of the State of Connecticut in 1976. Through
a merger, it succeeded to the business of Aetna Variable Annuity Life Insurance
Company (formerly Participating Annuity Life Insurance Company organized in
1954). The Company is engaged in the business of issuing life insurance
policies and annuity contracts in all states of the United States. The Company
is an indirect wholly-owned subsidiary of Aetna, Inc., a publicly traded
healthcare and financial services company, whose principal offices are at the
same location as the Company's Home Office.


The Company serves as the principal underwriter for the securities offered
hereunder and also acts as the principal underwriter for Variable Annuity
Accounts B, C and G (separate accounts of the Company registered as unit
investment trusts), and Variable Annuity Account I (a separate account of Aetna
Insurance Company of America registered as a unit investment trust).
Additionally, the Company is the investment adviser for the following
registered management investment companies: Aetna Variable Fund, Aetna Income
Shares, Aetna Variable Encore Fund, Aetna Investment Advisers Fund, Inc.,
Series B and C of Aetna GET Fund, Aetna Series Fund, Inc., Aetna Generation
Portfolios, Inc., and Aetna Variable Portfolios, Inc. The Company is also the
depositor of Variable Annuity Accounts B, C and G.

The following are the Directors and Executive Officers of Aetna Life Insurance
and Annuity Company. Unless otherwise indicated, the principal business address
for all individuals is the Company's Home Office.


<TABLE>
<CAPTION>
Name                       Position with Company                Business Experience During Past 5 Years
- -------------------   -----------------------------------   --------------------------------------------------
<S>                   <C>                                   <C>
Daniel P. Kearney     Director, President and Chairman,     President (since December 1993), Aetna Life
                      Executive Committee (Principal        Insurance and Annuity Company; Executive Vice
                      Executive Officer)                    President (since December 1993), and Group
                                                            Executive, Financial Division (February 1991-
                                                            December 1993), Aetna Life and Casualty Company.

                                                                              19
<PAGE>


Name                           Position with Company                   Business Experience During Past 5 Years
- ----------------------   -------------------------------------   -------------------------------------------------------

Christopher J. Burns     Director and Senior Vice President      President, Chief Operations Officer (since
                                                                 November 1996), Aetna Investment Services, Inc.;
                                                                 Senior Vice President, Sales & Service (since
                                                                 February 1996) and Senior Vice President, Life
                                                                 (March 1991-February 1996), Aetna Life Insurance
                                                                 and Annuity Company.

J. Scott Fox             Director and Senior Vice President      Senior Vice President, Operations (since March
                                                                 1997), Aetna Life Insurance and Annuity Company;
                                                                 Managing Director, Chief Operating Officer, Chief
                                                                 Financial Officer, Treasurer (April 1994-March 1997),
                                                                 Aeltus Investment Management, Inc.; Managing
                                                                 Director and Treasurer (March 1987-September
                                                                 1993), Equitable Capital Management Corporation.

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

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

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

Kirk P. Wickman          Vice President, General Counsel         Vice President, General Counsel and Secretary
                         and Secretary                           (since November 1996), Aetna Life Insurance and
                                                                 Annuity Company; Vice President and Counsel
                                                                  (June 1992-November 1996), Aetna Life Insurance
                                                                  Company.

Deborah Koltenuk         Vice President, Treasurer, and          Vice President, Investment Planning and Financial
                         Corporate Controller                    Reporting (April 1996 to July 1996)--Aetna Life
                                                                 Insurance Company; Vice President, Investment
                                                                 Planning and Financial Reporting (October 1994 to
                                                                 April 1996) Aetna Life Insurance Company, The
                                                                 Aetna Casualty and Surety Company and The
                                                                 Standard Fire and Insurance Company.

20
<PAGE>


Name                      Position with Company        Business Experience During Past 5 Years
- ----------------------   --------------------------   --------------------------------------------

Frederick D. Kelsven     Vice President and Chief     Director of Compliance (January 1985 to
                         Compliance Officer           September 1996)--Nationwide Life Insurance
                                                      Company.
</TABLE>


Additional Information

Reports to Owners

The Company will maintain all records relating to the Separate Account and the
Certificates. At least once in each Certificate Year, the Company will send you
a report containing Certificate Values (see Total Amount Value) as of the most
recent Certificate Anniversary. If any portion of your Total Account Value is
allocated to the Separate Account, you will receive such additional periodic
reports as may be required by the SEC. (See Right to Instruct Voting of Fund
Shares)

Right to Instruct Voting of Fund Shares

In accordance with our view of present applicable law, we will generally vote
the shares of each of the Funds held in the Separate Account in accordance with
instructions received from variable life owners having a voting interest in the
Funds. Owners having such an interest will receive periodic reports relating to
the Fund, proxy material and a form for giving voting instructions. The number
of shares which you have a right to vote with respect to a Fund will be
determined, as of a record date established by the Fund, by dividing the
portion of your Total Account Value attributable to that Fund by the net asset
value of one share in the Fund. Fund shares held by the Separate Account for
which no timely instructions are received and Fund shares which are not
otherwise attributable to variable life owners will be represented by us at the
meeting and voted in the same proportion as the voting instructions which are
received from such owners participating in each Fund through the Separate
Account.

Notwithstanding the foregoing, if the Investment Company Act of 1940 or any
regulations thereunder should be amended or if the present interpretation
thereof should change, and as a result we determine that we are permitted to
vote the shares of the Fund in our own right, we may elect to do so. Also,
under certain limited circumstances, current law permits us to disregard voting
instructions. In that event, a summary of and the reasons for such action will
be included in the next annual report to Owners.

State Regulation

The Certificates will be offered for sale in states selected by the Company, in
its sole discretion, where one or more eligible purchasers reside. The Company
is subject to regulation and supervision by the Insurance Department of the
State of Connecticut, which periodically examines its affairs. The Company is
also subject to the insurance laws and regulations of all other jurisdictions
where it is authorized to do business. We are required to submit annual
statements of our operations, including financial statements, to the insurance
departments of those jurisdictions, for the purposes of determining solvency
and compliance with local insurance laws and regulations.

Legal Matters


The Company knows of no material legal proceedings pending to which either the
Separate Account or the Company is a party or which would materially affect the
Separate Account. The legal validity of the securities described in this
Prospectus has been passed upon by Counsel to the Company.


The Registration Statement

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


                                                                              21
<PAGE>

Distribution of the Certificates


The Company will serve as principal underwriter of the securities offered
hereunder, as defined by the federal securities laws. The Certificates will be
distributed by Aetna Investment Services, Inc. ("Aetna Services"), which is an
affiliate of the Company. The Company and Aetna Services are registered as
broker-dealers with the SEC and are members of the National Association of
Securities Dealers, Inc. All persons offering or selling the Certificates will
be registered representatives of Aetna Services, and will also be licensed as
the Company's insurance agents to sell variable life insurance. The Company and
NYSUT Trust will enter into an agreement which calls for NYSUT Trust to
exclusively endorse the Policy to Members for supplemental group variable
universal life insurance and for NYSUT Trust to perform administrative
services, including making available NYSUT Trust payroll slots to facilitate
premium remittances to the Company. Under the proposed agreement, the Company
intends to pay NYSUT Trust $70,000 in 1998 and $100,000 in 1999. NYSUT Trust
has indicated to the Company that it intends to use these amounts to enhance
benefits to its members.

Salespersons will be compensated for sales of the Certificates on salaried
basis or on a commission. The maximum sales commission to be paid for
Certificate distribution is 25% of the first year premium up to 12 Basic
Monthly Premiums. In the event of an increase in Specified Amount, the maximum
sales commission will be 25% of 12 times the amount of Basic Monthly Premium
attributable to the increase. The maximum sales commission on all other
premiums is 2% through the 15th Certificate year, or the 15th year following a
Specified Amount increase. In addition, some sales personnel may receive
various types of non-cash compensation as special sales incentives, including
trips and educational and/or business seminars. Supervisory and other
management personnel of the Company may receive compensation that will vary
based on the relative profitability to the Company of the funding options you
select. Funding options that invest in Funds advised by the Company or its
affiliates are generally more profitable to the Company.

Independent Auditors

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


Tax Matters


The following is a discussion of certain federal income tax considerations
relating to the Certificates. This discussion is based on the Company's
understanding of federal income tax laws and regulations as they now exist.
These laws and regulations are complex, and tax results may vary among
individuals. A person contemplating the purchase of or the exercise of
elections under a Certificate described in this Prospectus should seek
competent tax advice. Premium payments paid by payroll deduction do not reduce
your taxable income.



22
<PAGE>

Federal Tax Status of the Company

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

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

Life Insurance Qualification


Section 7702 of the Code provides a definition of life insurance for tax
purposes. These rules place limits on the relationship between the death
benefit and the account value. However, under the Certificate, the death
benefit automatically increases to maintain compliance with Section 7702. These
rules also place limits on the amount of premiums payable under the contract.
In no event may the total of all premiums paid exceed the then-current maximum
premium limitations established by federal law for a Policy to qualify as life
insurance. If, at any time, a premium is paid which would result in total
premiums exceeding such maximum premium limitation, we will only accept that
portion of the premium which will make total premiums equal the maximum. Any
part of the premium in excess of that amount will be returned or applied as
otherwise agreed and no further premiums will be accepted until allowed by the
then-current maximum premium limitations prescribed by law. The Company
believes that the Certificates meet this statutory definition of life
insurance. As a result, and if the diversification standards of Section 817(h)
of the Code (discussed below) are also satisfied, then (a) Death Benefits paid
under a Certificate, as well as benefits under the Accelerated Death Benefit
and Accidental Death Benefit riders, should generally be excluded from the
gross income of the recipient for federal income tax purposes, and (b) an Owner
should not generally be taxed on any increase in the Total Account Value under
a Certificate, prior to actual receipt by the Owner of a distribution thereof.


The Company intends to comply with Sections 7702 and 817(h) of the Code and
therefore reserves the right to make such changes as it deems necessary to
ensure such compliance. Any such changes will apply uniformly to affected
Owners and will be made only after advance written notice. In some cases,
moreover, in order to assure that a Certificate continues to qualify and be
taxed as life insurance, the Company may need to distribute amounts that may be
includible in the Certificate Owner's taxable income.

General Rules

Upon the Full Surrender, maturity or cancellation of any Certificate, whether
or not it is a Modified Endowment Contract (discussed below), the Owner will be
taxed on the Surrender Value to the extent that it exceeds the total premiums
paid less prior untaxed distributions from the Certificate. The amount of any
unpaid Certificate Loan will, upon surrender, be added to the Surrender Value
for tax purposes and will be treated for this purpose as if it had been
received as a distribution. For tax purposes, amounts an Owner receives in
return for assigning any interest in, or designating a new Owner of, a
Certificate also would be treated as a distribution.

If the Certificate is not a Modified Endowment Contract, the proceeds of any
full or Partial Surrenders or other partial distributions made after the first
15 Certificate Years are generally not taxable, unless the total amount
received due to such surrenders or other distributions from the Certificate
exceeds total premiums paid less prior untaxed distributions from the
Certificate. However, Partial Surrenders and other partial distributions made
within the first 15 Certificate Years may be taxable, under a complicated
formula, if the Surrender Value plus any unpaid Certificate debt exceeds the
total premiums paid less the untaxed portion of any prior distributions from
the Certificate. This result may occur even if the total amount of
distributions from the Certificate to that date does not exceed total premiums
paid to that date.


                                                                              23
<PAGE>

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

Modified Endowment Contracts


A Certificate will be considered a Modified Endowment Contract if it fails the
"7-pay test." A Certificate fails the 7-pay test if, at any time in the first
seven Certificate Years, the amount paid into the Certificate exceeds the
amount that would have been paid had the Certificate been designed to become
paid up after payment of seven equal annual premiums. A new 7-pay test begins
at any time a material change takes effect. A material change, for example, may
include a change in Death Benefit Option, reinstatement of a lapsed
Certificate, an assignment or change of Owner, an increase or decrease in the
Specified Amount (including a decrease resulting from a Partial Surrender), the
addition or cancellation of benefits under a Disability Benefit Rider or
Accidental Death Benefit Rider, or payment of premiums at a time when the Death
Benefit is computed based on the Net Single Premium.


In the event of a reduction in future benefits during the first seven
Certificate Years (or within the first seven Certificate Years after a material
change), the 7-pay test will be recalculated retroactively based on the reduced
level of benefits. (For example, a reduction in future benefits could result if
you request a decrease in Specified Amount, Partial Surrender or cancellation
of certain rider benefits.) If the premiums previously paid are greater than
the recalculated 7-pay test limit, the Certificate will be a Modified Endowment
Contract.

A Certificate received in exchange for a Modified Endowment Contract will also
be a Modified Endowment Contract.

If the Certificate is a Modified Endowment Contract, the proceeds of any full
or Partial Surrenders, Certificate Loans, or other distributions from the
Certificate will be currently includible in the Certificate Owner's income to
the extent that the Certificate's Total Account Value immediately before
payment exceeds total premiums paid (increased by the amount of distributions
previously taxed and reduced by untaxed amounts previously distributed from the
Certificate). All Modified Endowment Contracts purchased by you from the
Company (and its affiliates) during the same calendar year, will be aggregated
for purposes of determining the taxable portion of distributions from the
Certificate.

Distributions during any Certificate year in which a Certificate becomes a
Modified Endowment Contract and any subsequent Certificate Year will be taxed
as described above. In addition, distributions from a Certificate within two
years before it becomes Modified Endowment Contract also will be subject to tax
in this manner. Thus, a distribution made from a Certificate that is not a
Modified Endowment Contract could later become taxable as a distribution from a
Modified Endowment Contract.

If the Certificate is a Modified Endowment Contract, a penalty tax equal to 10%
of the amount, if any, includible in the Certificate Owner's income will also
apply to the proceeds of any Certificate surrender, loan or other complete or
partial distribution, unless the Owner has reached the age of 591/2. The
penalty tax does not, however, apply to any full or partial distributions that
are made while the Owner is disabled (within the meaning of the Code) or that
are part of a series of equal periodic payments made not less frequently than
annually for the life or life expectancy of such Owner or the joint lives (or
joint life expectancies) of such Owner and his or her beneficiary (i.e., an
annuity).

Diversification Standards

Section 817(h) of the Code provides that the investment portfolios of the Funds
must be "adequately diversified."

The Internal Revenue Service ("Service") has stated that a variable contract
owner will be considered the owner of separate account assets (such as the Fund
shares supporting a Certificate), if the owner possesses incidents of ownership
in those assets (such as the ability to exercise investment control over the
assets). The Service has also stated it would issue guidance through
regulations or rulings on the extent to which Owners may direct their
investments to particular Funds without being treated as owners of the
underlying assets. As of the date of this Prospectus, no such guidance has been
issued, although the Service has informally indicated that any regulations
could well limit the number of Funds or the frequency of transfers among Funds.
The Company, therefore, reserves the right to modify the Certificates as


24
<PAGE>

necessary to attempt to prevent a Certificate Owner from being considered the
owner of the underlying Fund shares supporting his or her Certificate.


If the investments were not adequately diversified, or if the Owner otherwise
were considered to be the owner of such Fund shares, income and gains realized
by the Separate Account with respect to such shares would be includible in the
Owner's gross income.


Withholding

Generally, unless you provide us with a written election to the contrary before
we make the distribution, we are required to withhold income tax from any
portion of a distribution we make to you that is includible in your income. If
you do not wish us to withhold tax from the payment, or if enough is not
withheld, you may have to pay later. You may also have to pay penalties if your
withholding and estimated tax payments are insufficient.

Other Tax Considerations

The exchange of any other life insurance for a Certificate, depending on the
circumstances, may result in taxable income to the Owner, even in cases where
the Owner receives no cash in the transaction. In addition, there may be state
and local income tax, and also federal and state transfer, estate, gift,
inheritance and other tax consequences of Certificate ownership, premium
payments and receipt of Certificate proceeds depending on the circumstances of
each Owner or beneficiary. The foregoing summary does not purport to be
complete or to cover all situations. Counsel and other advisors should be
consulted for more complete information.

Misc. Certificate Provisions

The Certificates


The Certificate which you receive, the related group Policy owned by NYSUT
Trust pursuant to which the Certificates are issued, the application form you
complete when you purchase the Certificate, any applications for any changes
approved by us, and any riders constitute the whole contract. Copies of all
applications are attached to and made a part of the Certificate. Only the
President, Executive Vice President or the Corporate Secretary may agree with
you to a change in the Certificate or the Policy, and then only in writing.


Payment and Deferral of Benefits

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


Payments of any Separate Account Value will ordinarily be made within 7 days
after our receipt of your Written Request. However, the Company reserves the
right to suspend or postpone the date of any payment of any benefit or values
for any Valuation Period (1) when the New York Stock Exchange is closed (except
holidays or weekends); (2) when trading on the Exchange is restricted; (3) when
an emergency exists as determined by the SEC so that disposal of the securities
held in the Funds is not reasonably practicable or it is not reasonably
practicable to determine the value of the Funds' net assets. For payment from
the Separate Account in such instances, we may defer payment of Full Surrender
and Partial Surrender Values, any Death Benefit in excess of the current
Specified Amount, any portion of the Loan Value.


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

Payment of the Death Benefit also may be delayed if the Certificate is being
contested.

Suicide and Incontestability


In most states, if the Insured dies by suicide within 2 years from the Issue
Date of a Certificate, we will pay only a limited benefit. Generally, the
benefit will consist of a refund of premiums paid, subject to a positive or
negative adjustment to reflect investment performance in the Separate Account.
In most states, if the Insured dies by suicide within 2 years



                                                                              25
<PAGE>

from the Issue Date of any increase in coverage, we will pay as to that
increase only the amount of prior Monthly Deductions that were attributable to
that increase.

In most states, with respect to statements made in the initial application form
or any subsequent application, we will not contest any coverage under a
Certificate after it has been in force for 2 years from its Issue Date.
Notwithstanding the foregoing, if the Age of the Insured is misstated,
regardless how long the coverage has been in effect, the amount of the Death
Benefit will be adjusted to reflect the coverage that would have been purchased
by the most recent pre-Maturity Date Monthly Deduction at the correct Age.

Protection of Proceeds

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

Nonparticipation

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

Changes in Owner and Beneficiary; Assignment

Unless otherwise stated in the Certificate, you may change the Owner and/or the
beneficiary or beneficiaries, or both, at any time while the Certificate is in
force. A request for such change must be made by Written Request. After we have
agreed, in writing, to the change, it will take effect as of the date on which
your Written Request was signed. Death Benefit proceeds payable on death of the
Insured will be paid to each named beneficiary as specified in your then
effective beneficiary disignation. If no named beneficiary is living at the
date of the Insured's death, all proceeds will be payable to the Owner or the
Owner's estate.

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

Assignment or change of Owner can have adverse tax consequences. (See Tax
Matters)

Performance Reporting and Advertising


From time to time, the Company may advertise different types of historical
performance for the Variable Options of the Separate Account available under
the Certificates. We may also distribute sales literature that compares the
percentage change in Accumulation Unit Values for any of the Variable Options
to established market indices such as the Standard & Poor's 500 Stock Index and
the Dow Jones Industrial Average or to the percentage change in values of other
mutual funds that have investment objectives similar to the Variable Option
being compared.


Illustrations of Death Benefit and Total Account Values

The following pages provide a hypothetical illustration of how the Option 1
Death Benefit and Total Account Values can change over time for a Certificate
issued to an Age 45 preferred risk non-smoker Insured if premiums are
accumulated at 5% interest per year or the investment return on the assets held
in each Fund were a uniform gross annual rate of 0%, 6%, and 12%, respectively,
based upon a number of assumptions.


There are two pages of values. The first page illustrates the assumption that
the guaranteed maximum Cost of Insurance rates and other charges at maximum
rates are charged in all years. The second page illustrates the assumption that
the current scale of Cost of Insurance rates for a $250,000 Specified Amount
and other charges at current rates are charged in all years. Current cost of
insurance rates are generally lowest for Certificates having Specified Amounts
of at least $250,000. We expect to review our current cost of insurance rates
on at least an annual basis in light of the actual mortality experience of
participants under the NYSUT group Policy.



26
<PAGE>


The values shown in these illustrations vary according to assumptions used for
charges and gross rates of investment return. The actual investment returns
experienced by the Certificates 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 Certificate, including 1.25% for years 1-10
and 0.40% for the eleventh year and after, for mortality and expense risks in
all Certificate Years and 0.67% for expenses of the Funds. The charges reflected
on the second page consist of the current charges imposed under the
Certificates, including 0.85% for mortality and expense risks in Certificate
Years 1 through 10 only and (as is currently planned) 0% thereafter, and 0.67%
for Fund expenses. The charge for Fund expenses reflected in the illustrations
assumes that Total Account Values have been allocated equally among all Funds
and represent a fixed, unweighted average of the investment advisory fees
charged to each of the Funds as of December 31, 1996 (after expense
reimbursements) and other operating expenses (after expense reimbursements) for
the year then ended.

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
- -1.52%, 4.48% and 10.48%, respectively, during the first 10 Certificate Years,
and -0.67%, 5.33% and 11.33%, 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 -1.92%, 4.08% and
10.08% during the first 10 years and -1.07%, 4.93% and 10.93% during the
eleventh year and after, respectively.


The Death Benefit and Total Account 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
Certificate Years. The illustrations also assume payment of premiums as
indicated, no Certificate Loans, no increases or decreases in Specified Amount,
no Death Benefit Option changes, no Partial Surrenders and no supplemental
rider benefits.

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 and Total Account Values shown.

Upon request, we will provide a comparable personalized illustration based upon
the Age and underwriting classification of the proposed Insured, 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%.


                                                                              27
<PAGE>


                               FLEXIBLE PREMIUM
                 VARIABLE UNIVERSAL LIFE INSURANCE CERTIFICATE
                              UNISEX ISSUE AGE 45
                         $1,548.48 ANNUAL BASIC PREMIUM
                            PREFERRED NONSMOKER RISK
                              FACE AMOUNT $250,000
                  DEATH BENEFIT OPTION 1 (GUARANTEED VALUES)

<TABLE>
<CAPTION>
              Premiums              Death Benefit                  Total Account Value                Surrender Value
            Accumulated        Gross Annual Investment      Gross Annual Investment Returns   Gross Annual Investment Returns
                 at                  Returns of                             of                               of
            5% Interest   --------------------------------- --------------------------------- --------------------------------
Year          Per Year    Gross 0%   Gross 6%   Gross 12%   Gross 0%   Gross 6%   Gross 12%   Gross 0%   Gross 6%   Gross 12%
- ----------- ------------- ---------- ---------- ----------- ---------- ---------- ----------- ---------- ---------- ----------
<S>            <C>         <C>        <C>         <C>          <C>        <C>        <C>         <C>        <C>        <C>
 1               1,626     250000     250000      250000        365        416        467         365        416        467
 2               3,333     250000     250000      250000        762        889       1024         762        889       1024
 3               5,126     250000     250000      250000       1089       1318       1571        1089       1318       1571
 4               7,008     250000     250000      250000       1345       1698       2105        1345       1698       2105
 5               8,984     250000     250000      250000       1524       2019       2618        1524       2019       2618
 6              11,059     250000     250000      250000       1619       2271       3099        1619       2271       3099
 7              13,238     250000     250000      250000       1621       2441       3535        1621       2441       3535
 8              15,526     250000     250000      250000       1516       2509       3903        1516       2509       3903
 9              17,928     250000     250000      250000       1293       2456       4184        1293       2456       4184
 10             20,450     250000     250000      250000        942       2266       4359         942       2266       4359
 15             35,085          0          0      250000          0          0       2943           0          0       2943
 20             53,762          0          0           0          0          0          0           0          0          0
 25             77,600          0          0           0          0          0          0           0          0          0
 30            108,023          0          0           0          0          0          0           0          0          0
20 Age 65       53,762          0          0           0          0          0          0           0          0          0
</TABLE>

Assumes no Policy loan has been made and no supplemental rider benefits have
been elected. If premiums are paid more frequently than annually, the Death
Benefit could be, and the Total Account Values would be, less than those
illustrated. Zeros indicate Certificate lapses if additional premiums are not
paid.


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 Owner's allocations, and the Funds' rates
of return. The Total Account Values for a Certificate 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 years.


28
<PAGE>


                               FLEXIBLE PREMIUM
                 VARIABLE UNIVERSAL LIFE INSURANCE CERTIFICATE
                              UNISEX ISSUE AGE 45
                         $1,548.48 ANNUAL BASIC PREMIUM
                            PREFERRED NONSMOKER RISK
                              FACE AMOUNT $250,000
                    DEATH BENEFIT OPTION 1 (CURRENT VALUES)

<TABLE>
<CAPTION>
              Premiums              Death Benefit                  Total Account Value                Surrender Value
            Accumulated        Gross Annual Investment      Gross Annual Investment Returns   Gross Annual Investment Returns
                 at                  Returns of                             of                               of
            5% Interest   --------------------------------- --------------------------------- --------------------------------
Year          Per Year    Gross 0%   Gross 6%   Gross 12%   Gross 0%   Gross 6%   Gross 12%   Gross 0%   Gross 6%   Gross 12%
- ----------- ------------- ---------- ---------- ----------- ---------- ---------- ----------- ---------- ---------- ----------
<S>            <C>          <C>       <C>         <C>          <C>       <C>        <C>          <C>       <C>        <C>
 1               1,626      250000    250000      250000        670        732         794        670        732         794
 2               3,333      250000    250000      250000       1422       1591        1769       1422       1591        1769
 3               5,126      250000    250000      250000       2157       2485        2842       2157       2485        2842
 4               7,008      250000    250000      250000       2878       3415        4025       2878       3415        4025
 5               8,984      250000    250000      250000       3584       4383        5328       3584       4383        5328
 6              11,059      250000    250000      250000       4275       5391        6765       4275       5391        6765
 7              13,238      250000    250000      250000       4951       6441        8351       4951       6441        8351
 8              15,526      250000    250000      250000       5612       7534       10101       5612       7534       10101
 9              17,928      250000    250000      250000       6259       8673       12033       6259       8673       12033
 10             20,450      250000    250000      250000       6869       9836       14143       6869       9836       14143
 15             35,085      250000    250000      250000       8755      15612       28025       8755      15612       28025
 20             53,762      250000    250000      250000       7182      19434       48195       7182      19434       48195
 25             77,600      250000    250000      250000        814      19373       78978        814      19373       78978
 30            108,023           0    250000      250000          0      11013      128440          0      11013      128440
20 Age 65       53,762      250000    250000      250000       7182      19434       48195       7182      19434       48195
</TABLE>

Assumes no Policy loan has been made and no supplemental rider benefits have
been elected. If premiums are paid more frequently than annually, the Death
Benefit could be, and the Total Account 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 Owner's allocations, and the Funds' rates
of return. The Total Account Values for a Certificate 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 years.



                                                                              29



<PAGE>

                            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    ....................................   S-8
 Independent Auditors' Report  .........................................................   S-12
 Statement of Assets and Liabilities -- December 31, 1996    ...........................   S-13
 Statements of Operations and Changes in Net Assets for the years ended
  December 31, 1996 and 1995   .........................................................   S-15
 Condensed Financial Information for the year ended December 31, 1996 ..................   S-16
 Notes to Financial Statements -- December 31, 1996    .................................   S-19
</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):



<TABLE>
<S>                                                             <C>
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
                                                                =============
</TABLE>

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

   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       Invesments    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>



                         Independent Auditors' Report

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

We have audited the accompanying statement of assets and liabilities of Aetna
Life Insurance and Annuity Company Variable Life Account B (the "Account") as
of December 31, 1996, and the related statements of operations and changes in
net assets for each of the years in the two-year period then ended, and
condensed financial information for the year ended December 31, 1996. These
financial statements and condensed financial information are the responsibility
of the Account's management. Our responsibility is to express an opinion on
these financial statements and condensed financial information based on our
audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and condensed
financial information are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. Our procedures included confirmation of securities
owned as of December 31, 1996, by correspondence with the custodian. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements and condensed financial information
referred to above present fairly, in all material respects, the financial
position of Aetna Life Insurance and Annuity Company Variable Life Account B as
of December 31, 1996, the results of its operations and the changes in its net
assets for each of the years in the two-year period then ended, and condensed
financial information for the year ended December 31, 1996 in conformity with
generally accepted accounting principles.


                                                          KPMG Peat Marwick LLP

Hartford, Connecticut
February 14, 1997

                                      S-12
<PAGE>

Variable Life Account B

Statement of Assets and Liabilities--December 31, 1996



<TABLE>
<S>                                                                                 <C>
ASSETS:
Investments, at net asset value: (Note 1)
 Aetna Variable Fund; 2,867,163 shares (cost $85,576,983)  ........................ $ 92,871,626
 Aetna Income Shares; 1,044,098 shares (cost $13,369,967)  ........................   13,179,787
 Aetna Variable Encore Fund; 689,138 shares (cost $8,985,791) .....................    9,092,185
 Aetna Investment Advisers Fund, Inc.; 1,044,556 shares (cost $14,407,610).........   15,791,541
 Aetna Ascent Variable Portfolio; 43,217 shares (cost $529,733)  ..................      545,378
 Aetna Crossroads Variable Portfolio; 10,326 shares (cost $123,882) ...............      123,692
 Aetna Legacy Variable Portfolio; 1,241 shares (cost $13,943) .....................       13,963
 Alger American Small Capitalization Portfolio; 319,875 shares (cost $12,914,026)     13,086,083
 Fidelity Investments Variable Insurance Products Fund:
  Equity-Income Portfolio; 632,915 shares (cost $12,213,929)  .....................   13,310,213
  Growth Portfolio; 162,252 shares (cost $4,757,662) ..............................    5,052,529
  Overseas Portfolio; 28,255 shares (cost $494,386)  ..............................      532,327
 Fidelity Investments Variable Insurance Products Fund II:
  Asset Manager Portfolio; 83,295 shares (cost $1,275,209) ........................    1,410,186
  Contrafund Portfolio; 417,373 shares (cost $6,180,807)...........................    6,911,690
 Janus Aspen Series:
  Aggressive Growth Portfolio; 529,766 shares (cost $9,413,853)  ..................    9,662,927
  Balanced Portfolio; 242,000 shares (cost $3,331,182)  ...........................    3,574,345
  Growth Portfolio; 462,582 shares (cost $6,608,169) ..............................    7,174,647
  Short-Term Bond Portfolio; 383,937 shares (cost $3,801,075) .....................    3,827,848
  Worldwide Growth Portfolio; 510,038 shares (cost $9,042,860).....................    9,915,136
 Scudder Variable Life Investment Fund--
  International Portfolio; 801,151 shares (cost $9,370,711)........................   10,615,255
 TCI Portfolios, Inc.--Growth Fund; 633,059 shares (cost $6,629,436)...............    6,482,525
                                                                                    -------------
NET ASSETS (cost $209,041,214)  ................................................... $223,173,883
                                                                                    =============
Net assets represented by:
Policyholders' account values: (Notes 1 and 5)
Aetna Variable Fund:
 Policyholders' account values  ................................................... $ 92,871,626
Aetna Income Shares:
 Policyholders' account values  ...................................................   13,179,787
Aetna Variable Encore Fund:
 Policyholders' account values  ...................................................    9,092,185
Aetna Investment Advisers Fund, Inc.:
 Policyholders' account values  ...................................................   15,791,541
Aetna Ascent Variable Portfolio:
 Policyholders' account values  ...................................................      545,378
Aetna Crossroads Variable Portfolio:
 Policyholders' account values  ...................................................      123,692
</TABLE>

                                      S-13
<PAGE>

Variable Life Account B

Statement of Assets and Liabilities--December 31, 1996 (continued):



<TABLE>
<S>                                                             <C>
Aetna Legacy Variable Portfolio:
 Policyholders' account values   .............................. $     13,963
Alger American Small Capitalization Portfolio:
 Policyholders' account values   ..............................   13,086,083
Fidelity Investments Variable Insurance Products Fund:
 Equity-Income Portfolio:
 Policyholders' account values   ..............................   13,310,213
 Growth Portfolio:
 Policyholders' account values   ..............................    5,052,529
 Overseas Portfolio:
 Policyholders' account values   ..............................      532,327
Fidelity Investments Variable Insurance Products Fund II:
 Asset Manager Portfolio:
 Policyholders' account values   ..............................    1,410,186
 Contrafund Portfolio:
 Policyholders' account values   ..............................    6,911,690
Janus Aspen Series:
 Aggressive Growth Portfolio:
 Policyholders' account values   ..............................    9,662,927
 Balanced Portfolio:
 Policyholders' account values   ..............................    3,574,345
 Growth Portfolio:
 Policyholders' account values   ..............................    7,174,647
 Short-Term Bond Portfolio:
 Policyholders' account values   ..............................    3,827,848
 Worldwide Growth Portfolio:
 Policyholders' account values   ..............................    9,915,136
Scudder Variable Life Investment Fund--International Portfolio:
 Policyholders' account values   ..............................   10,615,255
TCI Portfolios, Inc.--Growth Fund:
 Policyholders' account values   ..............................    6,482,525
                                                                -------------
                                                                $223,173,883
                                                                =============
</TABLE>

See Notes to Financial Statements



                                      S-14
<PAGE>

Variable Life Account B

Statements of Operations and Changes in Net Assets



<TABLE>
<CAPTION>
                                                                            Year ended December 31,
                                                                      -----------------------------------
                                                                          1996               1995
                                                                      ----------------   ----------------
<S>                                                                    <C>                <C>
INVESTMENT INCOME:
Income: (Notes 1, 3 and 5)
 Dividends   ......................................................    $  13,813,478      $  12,965,237
Expenses: (Notes 2 and 5)
 Valuation Period Deductions   ....................................       (1,905,137)        (1,149,801)
                                                                       -------------      -------------
Net investment income .............................................       11,908,341         11,815,436
                                                                       -------------      -------------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain on sales of investments: (Notes 1, 4 and 5)
 Proceeds from sales  .............................................       29,656,908         28,828,178
 Cost of investments sold   .......................................       26,434,292         25,993,679
                                                                       -------------      -------------
  Net realized gain   .............................................        3,222,616          2,834,499
Net unrealized gain (loss) on investments: (Note 5)
 Beginning of year ................................................        4,391,574         (4,407,131)
 End of year ......................................................       14,132,669          4,391,574
                                                                       -------------      -------------
  Net change in unrealized gain   .................................        9,741,095          8,798,705
                                                                       -------------      -------------
Net realized and unrealized gain on investments  ..................       12,963,711         11,633,204
                                                                       -------------      -------------
Net increase in net assets resulting from operations   ............       24,872,052         23,448,640
                                                                       -------------      -------------
FROM UNIT TRANSACTIONS:
Variable life premium payments ....................................      101,416,302         44,310,537
Sales and administrative charges deducted by the Company  .........       (3,032,151)        (1,381,985)
Premiums allocated to the fixed account ...........................       (3,127,437)        (3,260,098)
                                                                       -------------      -------------
 Net premiums allocated to the variable account  ..................       95,256,714         39,668,454
Transfers to the Company for monthly deductions  ..................      (15,491,673)       (11,297,188)
Redemptions by contract holders   .................................       (4,154,465)        (3,238,332)
Transfers on account of policy loans ..............................       (3,783,533)        (2,076,373)
Other  ............................................................          (40,991)            41,863
                                                                       -------------      -------------
 Net increase in net assets from unit transactions (Note 5)  ......       71,786,052         23,098,424
                                                                       -------------      -------------
Change in net assets  .............................................       96,658,104         46,547,064
NET ASSETS:
Beginning of year  ................................................      126,515,779         79,968,715
                                                                       -------------      -------------
End of year  ......................................................    $ 223,173,883      $ 126,515,779
                                                                       =============      =============
</TABLE>

See Notes to Financial Statements



                                      S-15
<PAGE>

Variable Life Account B

Condensed Financial Information--Year Ended December 31, 1996



<TABLE>
<CAPTION>
                                              Value
                                            Per Unit        Increase (Decrease)      Units
                                                                in Value of       Outstanding          Reserves
                                      Beginning    End of       Accumulation         at End             at End
                                       of Year      Year            Unit            of Year            of Year
                                      ----------- --------- --------------------- ------------- -----------------------
<S>                                     <C>       <C>              <C>            <C>                <C>
Aetna Variable Fund:
 Aetna Vest  ........................   $28.351   $34.932           23.21%        1,517,474.5        $53,008,643
 Aetna Vest II  .....................    15.831    19.507           23.21%          794,275.5         15,493,624
 Aetna Vest Plus   ..................    13.301    16.389           23.21%        1,323,444.4         21,689,765
 Aetna Vest Estate Protector   ......    10.000    11.675           16.75%(2)        11,748.7            137,170
 Corporate Specialty Market .........    12.016    14.805           23.21%          171,723.7          2,542,424
Aetna Income Shares:
 Aetna Vest  ........................   $21.305   $21.850            2.56%          279,436.3        $ 6,105,721
 Aetna Vest II  .....................    14.324    14.691            2.56%           67,932.7            997,974
 Aetna Vest Plus   ..................    11.470    11.764            2.56%          132,814.7          1,562,403
 Aetna Vest Estate Protector   ......    10.000    10.452            4.52%(2)            17.0                177
 Corporate Specialty Market .........    11.071    11.354            2.56%          397,512.3          4,513,512
Aetna Variable Encore Fund:
 Aetna Vest  ........................   $15.891   $16.577            4.32%          165,067.7        $ 2,736,269
 Aetna Vest II  .....................    11.616    12.117            4.32%           17,257.4            209,105
 Aetna Vest Plus   ..................    10.917    11.388            4.32%          277,635.4          3,161,633
 Aetna Vest Estate Protector   ......    10.000    10.333            3.33%(2)        55,176.3            570,162
 Corporate Specialty Market .........    10.444    10.895            4.32%          221,672.3          2,415,016
Aetna Investment Advisers Fund, Inc.:
 Aetna Vest  ........................   $15.390   $17.547           14.02%          106,202.5        $ 1,863,538
 Aetna Vest II  .....................    15.561    17.742           14.02%          228,951.9          4,062,177
 Aetna Vest Plus   ..................    13.050    14.880           14.02%          393,635.7          5,857,138
 Corporate Specialty Market .........    11.361    12.954           14.02%          309,462.5          4,008,688
Aetna Ascent Variable Portfolio:
 Aetna Vest  ........................   $10.000   $11.828           18.28%(2)         3,460.3        $    40,930
 Aetna Vest II  .....................    10.000    11.828           18.28%(2)         2,054.0             24,295
 Aetna Vest Plus   ..................    10.000    11.828           18.28%(2)        40,593.4            480,153
Aetna Crossroads Variable Portfolio:
 Aetna Vest  ........................   $10.000   $11.474           14.74%(2)            99.8        $     1,145
 Aetna Vest Plus   ..................    10.000    11.474           14.74%(2)        10,665.0            122,368
 Aetna Vest Estate Protector   ......    10.000    11.487           14.87%(2)            15.6                179
Aetna Legacy Variable Portfolio:
 Aetna Vest Plus   ..................   $10.000   $11.118           11.18%(2)         1,255.9        $    13,963
Alger American Small
 Capitalization Portfolio:
 Aetna Vest  ........................   $15.562   $16.051            3.14%           77,047.6        $ 1,236,667
 Aetna Vest II  .....................    15.563    16.052            3.14%           52,282.1            839,239
 Aetna Vest Plus   ..................    15.555    16.043            3.14%          381,746.1          6,124,522
 Aetna Vest Estate Protector   ......    10.000     9.982           (0.18%)(2)       21,147.3            211,085
 Corporate Specialty Market .........    12.799    13.201            3.14%          354,114.8          4,674,570
</TABLE>

                                      S-16
<PAGE>

Variable Life Account B

Condensed Financial Information--Year Ended December 31, 1996 (continued):



<TABLE>
<CAPTION>
                                             Value
                                           Per Unit        Increase (Decrease)      Units
                                                               in Value of       Outstanding          Reserves
                                     Beginning    End of       Accumulation         at End             at End
                                      of Year      Year            Unit            of Year             of Year
                                     ----------- --------- --------------------- ------------- ------------------------
<S>                                    <C>       <C>              <C>              <C>             <C>
Fidelity Investments Variable
 Insurance Products Fund:
Equity-Income Portfolio:
 Aetna Vest ........................   $10.000   $10.871            8.71%(2)         6,532.8       $     71,015
 Aetna Vest II .....................    10.000    10.871            8.71%(2)         2,200.1             23,916
 Aetna Vest Plus  ..................    10.000    10.871            8.71%(2)       118,798.4          1,291,404
 Aetna Vest Estate Protector  ......    10.000    10.883            8.83%(2)        10,991.4            119,619
 Corporate Specialty Market   ......    11.058    12.512           13.14%          943,466.6         11,804,259
Growth Portfolio:
 Corporate Specialty Market   ......   $ 9.911   $11.255           13.56%          448,921.8       $  5,052,529
Overseas Portfolio:
 Corporate Specialty Market   ......   $10.029   $11.241           12.09%           47,354.8       $    532,327
Fidelity Investments Variable
 Insurance Products Fund II:
Asset Manager Portfolio:
 Corporate Specialty Market   ......   $10.596   $12.022           13.46%          117,298.4       $  1,410,186
Contrafund Portfolio:
 Aetna Vest ........................   $10.000   $11.525           15.25%(2)        17,996.4       $    207,415
 Aetna Vest II .....................    10.000    11.525           15.25%(2)         3,659.1             42,173
 Aetna Vest Plus  ..................    10.000    11.525           15.25%(2)        80,966.3            933,168
 Aetna Vest Estate Protector  ......    10.000    11.538           15.38%(2)        10,537.3            121,585
 Corporate Specialty Market   ......    10.322    12.396           20.10%          452,333.3          5,607,349
Janus Aspen Series:
Aggressive Growth Portfolio:
 Aetna Vest ........................   $15.114   $16.153            6.87%           55,921.6       $    903,288
 Aetna Vest II .....................    15.114    16.153            6.87%           35,775.8            577,877
 Aetna Vest Plus  ..................    15.114    16.153            6.87%          221,641.2          3,580,130
 Aetna Vest Estate Protector  ......    10.000     9.797           (2.03%)(2)       15,306.0            149,948
 Corporate Specialty Market   ......    11.340    12.120            6.87%          367,315.7          4,451,684
Balanced Portfolio:
 Aetna Vest ........................   $12.142   $13.966           15.02%            6,502.2       $     90,808
 Aetna Vest II .....................    12.237    14.075           15.02%            4,206.4             59,204
 Aetna Vest Plus  ..................    12.136    13.960           15.02%          124,211.8          1,733,938
 Aetna Vest Estate Protector  ......    10.000    11.101           11.01%(2)         3,134.9             34,800
 Corporate Specialty Market   ......    10.643    12.242           15.02%          135,240.2          1,655,595
Growth Portfolio:
 Aetna Vest ........................   $12.704   $14.898           17.27%           30,969.1       $    461,370
 Aetna Vest II .....................    12.692    14.884           17.27%           65,830.7            979,838
 Aetna Vest Plus  ..................    12.674    14.863           17.27%          234,144.3          3,480,132
 Aetna Vest Estate Protector  ......    10.000    10.857            8.57%(2)         1,608.1             17,459
 Corporate Specialty Market   ......    10.430    12.232           17.27%          182,790.8          2,235,848
</TABLE>

                                      S-17
<PAGE>

Variable Life Account B

Condensed Financial Information--Year Ended December 31, 1996 (continued):



<TABLE>
<CAPTION>
                                                Value
                                              Per Unit           Increase (Decrease)       Units
                                                                    in Value of          Outstanding          Reserves
                                       Beginning     End of         Accumulation           at End              at End
                                       of Year        Year              Unit              of Year              of Year
                                       -----------   ---------   ---------------------   -------------   ----------------------
<S>                                      <C>         <C>                <C>                <C>              <C>
Short-Term Bond Portfolio:
 Aetna Vest ........................     $10.967     $11.289              2.94%                595.3        $      6,721
 Aetna Vest II .....................      10.955      11.277              2.94%                751.0               8,469
 Aetna Vest Plus  ..................      10.925      11.247              2.94%             17,621.2             198,177
 Corporate Specialty Market   ......      10.094      10.468              3.71%(1)         345,277.1           3,614,481
Worldwide Growth Portfolio:
 Aetna Vest ........................     $12.809     $16.364             27.75%             75,637.0        $  1,237,686
 Aetna Vest II .....................      12.813      16.368             27.75%             50,270.3             822,823
 Aetna Vest Plus  ..................      12.797      16.348             27.75%            279,744.3           4,573,155
 Aetna Vest Estate Protector  ......      10.000      11.811             18.11%(2)          10,429.7             123,180
 Corporate Specialty Market   ......      10.964      13.459             22.76%(3)         234,655.4           3,158,292
Scudder Variable Life Investment
 Fund--International Portfolio:
 Aetna Vest ........................     $12.798     $14.543             13.63%            164,419.0        $  2,391,112
 Aetna Vest II .....................      12.719      14.453             13.63%             48,351.0             698,823
 Aetna Vest Plus  ..................      12.648      14.373             13.63%            360,050.5           5,174,856
 Aetna Vest Estate Protector  ......      10.000      10.898              8.98%(2)           4,363.0              47,548
 Corporate Specialty Market   ......      10.598      12.043             13.63%            191,221.6           2,302,916
TCI Portfolios, Inc.--Growth Fund:
 Aetna Vest ........................     $13.248     $12.534             (5.39%)            84,078.3        $  1,053,865
 Aetna Vest II .....................      13.307      12.590             (5.39%)            29,273.6             368,568
 Aetna Vest Plus  ..................      13.126      12.419             (5.39%)           361,778.0           4,492,803
 Aetna Vest Estate Protector  ......      10.000       9.511             (4.89%)(2)             29.2                 278
 Corporate Specialty Market   ......      12.005      11.358             (5.39%)            49,922.3             567,011
</TABLE>

Notes to Condensed Financial Information:

(1)--Reflects less than a full year of performance activity. Funds were first
received in this option during February 1996.
(2)--Available for investment less than 1 year, contract commenced operations
during March 1996.
(3)--Reflects less than a full year of performance activity. Funds were first
received in this option during March 1996.



See Notes to Financial Statements


                                      S-18
<PAGE>

Variable Life Account B

Notes to Financial Statements--December 31, 1996


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 December 31, 1996:

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

   b. Other

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

   c. Federal Income Taxes

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


2. Valuation Period Deductions

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



                                      S-19
<PAGE>

Variable Life Account B

Notes to Financial Statements--December 31, 1996 (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 years ended December 31, 1996 and December
   31, 1995 aggregated $113,349,117 and $29,656,908 and $71,231,087 and
   $28,828,178, respectively.



                                      S-20
<PAGE>

Variable Life Account B

Notes to Financial Statements--December 31, 1996 (continued):


5. Supplemental Information to Statements of Operations and Changes in Net
    Assets--Year Ended December 31, 1996

<TABLE>
<CAPTION>
                                                                           Valuation       Proceeds      Cost of         Net
                                                                             Period          from       Invesments    Realized
                                                            Dividends      Deductions       Sales          Sold      Gain (Loss)
                                                           ------------- --------------- ------------- ------------- ------------
<S>                                                          <C>          <C>             <C>          <C>          <C>
Aetna Variable Fund:
 PolicyHolder's account values ...........................   $ 9,712,578  ($  991,737)    $ 5,373,083   $ 4,466,494 $  906,589
Aetna Income Shares:
 PolicyHolder's account values ...........................       810,294     (121,325)      1,564,483     1,544,041     20,442
Aetna Variable Encore Fund:
 PolicyHolder's account values ...........................       477,308      (71,555)      9,490,775     9,560,169    (69,394)
Aetna Investment Advisers Fund, Inc.:
 PolicyHolder's account values ...........................     1,201,085     (127,990)      1,717,127     1,435,761    281,366
Aetna Ascent Variable Portfolio:
 PolicyHolder's account values ...........................        18,222       (1,210)        127,981       124,671      3,310
Aetna Crossroads Variable Portfolio:
 PolicyHolder's account values ...........................         2,462          (91)          1,317         1,263         54
Aetna Legacy Variable Portfolio:
 PolicyHolder's account values ...........................           671          (36)            503           486         17
Alger American Small Capitalization Portfolio:
 PolicyHolder's account values ...........................        33,925      (93,143)      2,003,029     1,400,608    602,421
Fidelity Investments Variable Insurance Products Fund:
Equity-Income Portfolio:
 PolicyHolder's account values ...........................        19,619      (57,181)        625,427       574,716     50,711
Growth Portfolio:
 PolicyHolder's account values ...........................        85,627      (30,149)        243,345       245,938     (2,593)
Overseas Portfolio:
 PolicyHolder's account values ...........................        14,172       (4,004)        478,644       450,003     28,641
Fidelity Investments Variable Insurance Products Fund II:
Asset Manager Portfolio:
 PolicyHolder's account values ...........................        62,788      (13,383)        981,022       966,124     14,898
Contrafund Portfolio:
 PolicyHolder's account values ...........................        10,199      (36,829)        353,531       314,886     38,645
Janus Aspen Series:
Aggressive Growth Portfolio:
 PolicyHolder's account values ...........................        79,809      (68,571)      1,171,119       858,482    312,637
Balanced Portfolio:
 PolicyHolder's account values ...........................        70,301      (23,444)        452,062       367,517     84,545
Growth Portfolio:
 PolicyHolder's account values ...........................       140,964      (46,593)        808,709       590,651    218,058
Short-Term Bond Portfolio:
 PolicyHolder's account values ...........................        84,482      (17,596)        424,360       415,377      8,983
Worldwide Growth Portfolio:
 PolicyHolder's account values ...........................       105,214      (49,874)      1,127,422       777,300    350,122
Scudder Variable Life Investment Fund -    ...............
International Portfolio:
 PolicyHolder's account values ...........................       173,534      (85,922)      1,752,475     1,537,715    214,760
TCI Portfolios, Inc.--Growth Fund:
 PolicyHolder's account values ...........................   $   710,224      (64,504)        960,494       802,090    158,404
                                                            ------------   -----------   ------------  ------------ ----------
Total Variable Life Account B  ...........................   $13,813,478  ($1,905,137)    $29,656,908   $26,434,292 $3,222,616
                                                            ============   ===========   ============  ============ ==========
</TABLE>

                                      S-21
<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 Year          of Year         Gain (Loss)      Transactions       of Year         of Year
- --------------   ---------------   --------------   --------------   --------------   -------------
<S>               <C>              <C>               <C>             <C>              <C>
 $   65,391       $ 7,294,643      $  7,229,252      $ 5,056,913     $ 70,958,031     $ 92,871,626
    189,278          (190,180)         (379,458)       2,798,667       10,051,167       13,179,787
    138,935           106,394           (32,541)       3,268,179        5,520,188        9,092,185
  1,031,584         1,383,931           352,347        4,815,033        9,269,700       15,791,541
          0            15,645            15,645          509,411                0          545,378
          0              (191)             (191)         121,458                0          123,692
          0                20                20           13,291                0           13,963
    595,950           172,057          (423,893)       7,688,994        5,277,779       13,086,083
     28,202         1,096,283         1,068,081       11,810,807          418,176       13,310,213
    (36,211)          294,867           331,078        3,470,007        1,198,559        5,052,529
     21,923            37,941            16,018         (102,302)         579,802          532,327
     47,435           134,978            87,543          298,650          959,690        1,410,186
     10,253           730,883           720,630        5,090,135        1,088,910        6,911,690
    376,606           249,074          (127,532)       5,949,433        3,517,151        9,662,927
     60,589           243,163           182,574        2,648,699          611,670        3,574,345
    196,848           566,478           369,630        3,974,072        2,518,516        7,174,647
      6,078            26,773            20,695        3,383,696          347,588        3,827,848
    227,523           872,277           644,754        7,436,957        1,427,963        9,915,136
    431,463         1,244,544           813,081        2,808,258        6,691,544       10,615,255
    999,727          (146,911)       (1,146,638)         745,694        6,079,345        6,482,525
 ----------       -----------      ------------      -----------     -------------    -------------
 $4,391,574       $14,132,669      $  9,741,095      $71,786,052     $126,515,779     $223,173,883
 ==========       ===========      ============      ===========     =============    =============
</TABLE>



                                      S-22

<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         
  (unaudited)   ..........................................................................   F-2
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
Independent Auditors' Report  ............................................................   F-9
Consolidated Financial Statements:
Consolidated Statements of Income for the Years Ended December 31, 1996, 1995 and 1994       F-10
Consolidated Balance Sheets as of December 31, 1996 and 1995   ...........................   F-11
Consolidated Statements of Changes in Shareholder's Equity for the Years Ended
  December 31, 1996, 1995 and 1994   .....................................................   F-12
Consolidated Statements of Cash Flows for the Years Ended December 31, 1996, 1995
  and 1994 ...............................................................................   F-13
Notes to Consolidated Financial Statements   .............................................   F-15
</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)


<TABLE>
<CAPTION>
                                                            (unaudited)
                                                          3 Months Ended
                                                             March 31,
                                                       ---------------------
                                                         1997        1996
                                                       --------   ----------
<S>                                                      <C>        <C>
 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
                                                        =======   =======
</TABLE>



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)



<TABLE>
<CAPTION>
                                                   (unaudited)
                                                   -----------
                                              3 Months Ended March 31,
                                            -----------------------------
                                               1997             1996
                                            -------------   -------------
<S>                                          <C>               <C>
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
                                             =========         ========
</TABLE>



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:


<TABLE>
<CAPTION>
                                        Reserve      Positions
                                        ----------   ----------
<S>                                     <C>            <C>
 Balance at December 31, 1996  ......   $  47.9         524
 Actions taken (1) ..................     (10.9)        (88)
                                        --------       -----
  Balance at March 31, 1997 .........   $  37.0         436
                                        ========       =====
</TABLE>

(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.


                                      F-8
<PAGE>


                         Independent Auditors' Report

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

We have audited the accompanying consolidated balance sheets of Aetna Life
Insurance and Annuity Company and Subsidiaries as of December 31, 1996 and
1995, and the related consolidated statements of income, changes in
shareholder's equity and cash flows for each of the years in the three-
year period ended December 31, 1996. These consolidated financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these consolidated financial statements based on our
audits.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Aetna Life
Insurance and Annuity Company and Subsidiaries as of December 31, 1996 and
1995, and the results of their operations and their cash flows for each of the
years in the three-year period ended December 31, 1996, in conformity with
generally accepted accounting principles.

                                                      /s/ KPMG Peat Marwick LLP

Hartford, Connecticut
February 4, 1997

 

                                      F-9
<PAGE>

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

                       Consolidated Statements of Income
                                  (millions)


<TABLE>
<CAPTION>
                                                                Years Ended December 31,
                                                       -------------------------------------------
                                                        1996             1995             1994
                                                       ----------   --------------   -------------
<S>                                                    <C>              <C>            <C>
Revenue:                                                                               
  Premiums                                             $  133.6         $  212.7       $   191.6
 Charges assessed against policyholders                   396.5            318.9           279.0
 Net investment income                                  1,045.6          1,004.3           917.2
 Net realized capital gains                                19.7             41.3             1.5
 Other income                                              45.4             42.0            10.3
                                                       ---------        --------       ---------
  Total revenue                                         1,640.8          1,619.2         1,399.6
Benefits and expenses:                                                                 
 Current and future benefits                              968.6            997.2           921.5
 Operating expenses                                       342.2            310.8           225.7
 Amortization of deferred policy acquisition costs         69.8             48.0            31.5
 Severance and facilities charges                          61.3               --              --
                                                       ---------        --------       ---------
  Total benefits and expenses                           1,441.9          1,356.0         1,178.7
                                                       ---------        --------       ---------
Income before income taxes                                198.9            263.2           220.9
Income taxes                                               57.8             87.3            75.6
                                                       ---------        --------       ---------
Net income                                             $  141.1         $  175.9       $   145.3
                                                       =========        ========       =========
</TABLE>

                                        

See Notes to Consolidated Financial Statements.

                                      F-10
<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>
                                                                           December 31,
                                                                     -----------------------
Assets                                                                 1996         1995
- ------                                                                 ----         ----
<S>                                                                  <C>           <C>
Investments:
 Debt securities, available for sale:
  (amortized cost: $12,539.1 and $11,923.7)                          $12,905.5     $12,720.8
 Equity securities, available for sale:
  Non-redeemable preferred stock (cost: $107.6 and $51.3)                119.0          57.6
  Investment in affiliated mutual funds (cost: $77.3 and $173.4)          81.1         191.8
  Common stock (cost: $0.0 and $6.9)                                       0.3           8.2
  Short-term investments                                                  34.8          15.1
  Mortgage loans                                                          13.0          21.2
  Policy loans                                                           399.3         338.6
                                                                     ----------    ---------
   Total investments                                                  13,553.0      13,353.3
 Cash and cash equivalents                                               459.1         568.8
 Accrued investment income                                               159.0         175.5
 Premiums due and other receivables                                       26.6          37.3
 Deferred policy acquisition costs                                     1,515.3       1,341.3
 Reinsurance loan to affiliate                                           628.3         655.5
 Other assets                                                             33.7          26.2
 Separate Accounts assets                                             15,318.3      10,987.0
                                                                     ----------    ---------
   Total assets                                                      $31,693.3     $27,144.9
                                                                     ==========    =========
Liabilities and Shareholder's Equity
- ------------------------------------
Liabilities:
 Future policy benefits                                              $ 3,617.0     $ 3,594.6
 Unpaid claims and claim expenses                                         28.9          27.2
 Policyholders' funds left with the Company                           10,663.7      10,500.1
                                                                     ----------    ---------
   Total insurance reserve liabilities                                14,309.6      14,121.9
 Other liabilities                                                       354.7         257.2
 Income taxes:
   Current                                                                20.7          26.2
   Deferred                                                               80.5         169.6
 Separate Accounts liabilities                                        15,318.3      10,987.0
                                                                     ----------    ---------
   Total liabilities                                                  30,083.8      25,561.9
                                                                     ----------    ---------
Shareholder's equity:
 Common stock, par value $50 (100,000 shares authorized; 55,000
  shares issued and outstanding)                                           2.8           2.8
 Paid-in capital                                                         418.0         407.6
 Net unrealized capital gains                                             60.5         132.5
 Retained earnings                                                     1,128.2       1,040.1
                                                                     ----------    ---------
   Total shareholder's equity                                          1,609.5       1,583.0
                                                                     ----------    ---------
   Total liabilities and shareholder's equity                        $31,693.3     $27,144.9
                                                                     ==========    =========
</TABLE>

See Notes to Consolidated Financial Statements.

                                      F-11
<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)



<TABLE>
<CAPTION>
                                                             Years Ended December 31,
                                                    ---------------------------------------
                                                       1996            1995          1994
                                                    -----------   ------------   ----------
<S>                                                   <C>            <C>           <C>
Shareholder's equity, beginning of year               $1,583.0       $1,088.5      $1,246.7
Capital contributions                                     10.4             --            --
Net change in unrealized capital gains (losses)          (72.0)         321.5        (303.5)
Net income                                               141.1          175.9         145.3
Other changes                                            (49.5)            --            --
Common stock dividends declared                           (3.5)          (2.9)           --
                                                      --------       --------      --------
Shareholder's equity, end of year                     $1,609.5       $1,583.0      $1,088.5
                                                      ========       ========      ========
</TABLE>

 

See Notes to Consolidated Financial Statements.

                                      F-12
<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>
                                                                        Years Ended December 31,
                                                                --------------------------------------
                                                                  1996          1995          1994
                                                                ----------  -----------   ------------
<S>                                                             <C>         <C>           <C>
Cash Flows from Operating Activities:
 Net income                                                     $   141.1   $   175.9     $   145.3
 Adjustments to reconcile net income to net cash
  (used for) provided by operating activities:
 Decrease (increase) in accrued investment income                    16.5       (33.3)        (17.5)
 Decrease in premiums due and other receivables                       1.6        25.4           1.3
 Increase in policy loans                                           (60.7)      (89.9)        (46.0)
 Increase in deferred policy acquisition costs                     (174.0)     (177.0)       (105.9)
 Decrease in reinsurance loan to affiliate                           27.2        34.8          27.8
 Net increase in universal life account balances                    243.2       393.4         164.7
 (Decrease) increase in other insurance reserve liabilities        (211.5)       79.0          75.1
 Net increase in other liabilities and other assets                   3.1        13.0          52.5
 Decrease in income taxes                                           (26.7)       (4.5)        (10.3)
 Net accretion of discount on investments                           (68.0)      (66.4)        (77.9)
 Net realized capital gains                                         (19.7)      (41.3)         (1.5)
 Other, net                                                           1.1          --          (1.0)
                                                                ----------  ----------     ---------
  Net cash (used for) provided by operating activities             (126.8)      309.1         206.6
                                                                ----------  ----------     ---------
Cash Flows from Investing Activities:
 Proceeds from sales of:
  Debt securities available for sale                              5,182.2     4,207.2       3,593.8
  Equity securities                                                 190.5       180.8          93.1
  Mortgage loans                                                      8.7        10.7            --
  Limited partnership                                                  --        26.6            --
 Investment maturities and collections of:
  Debt securities available for sale                                885.2       583.9       1,289.2
  Short-term investments                                             35.0       106.1          30.4
 Cost of investment purchases in:
  Debt securities available for sale                             (6,534.3)   (6,034.0)     (5,621.4)
  Equity securities                                                (118.1)     (170.9)       (162.5)
  Short-term investments                                            (54.7)      (24.7)       (106.1)
  Mortgage loans                                                       --       (21.3)           --
  Limited partnership                                                  --          --         (25.0)
 Other, net                                                         (17.6)         --            --
                                                                ----------  ----------     ---------
  Net cash used for investing activities                           (423.1)   (1,135.6)       (908.5)
                                                                ----------  ----------     ---------
</TABLE>

 

See Notes to Consolidated Financial Statements.

                                      F-13
<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>
                                                                       Years Ended December 31,
                                                             -----------------------------------------
                                                                1996           1995          1994
                                                             ----------    ------------   -------------
<S>                                                           <C>            <C>            <C>
Cash Flows from Financing Activities:
 Deposits and interest credited for investment contracts        1,579.5        1,884.5       1,737.8
 Withdrawals of investment contracts                           (1,146.2)      (1,109.6)       (948.7)
 Additional capital contributions                                  10.4             --            --
 Dividends paid to shareholder                                     (3.5)          (2.9)           --
                                                              ---------      ---------      --------
  Net cash provided by financing activities                       440.2          772.0         789.1
                                                              ---------      ---------      --------
Net (decrease) increase in cash and cash equivalents             (109.7)         (54.5)         87.2
Cash and cash equivalents, beginning of year                      568.8          623.3         536.1
                                                              ---------      ---------      --------
Cash and cash equivalents, end of year                        $   459.1      $   568.8      $  623.3
                                                              =========      =========      ========
Supplemental cash flow information:
 Income taxes paid, net                                       $    85.5      $    92.8      $   85.9
                                                              =========      =========      ========
</TABLE>

 

See Notes to Consolidated Financial Statements.

                                      F-14
<PAGE>

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

1. Summary of Significant Accounting Policies

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

Financial services products include annuity contracts that offer a variety of
funding and payout options for individual and employer-sponsored retirement
plans qualified under Internal Revenue Code Sections 401, 403, 408 and 457, and
non-qualified annuity contracts. These contracts may be deferred or immediate
("payout annuities"). Financial services also include investment advisory
services, financial planning and pension plan administrative services.

Individual life insurance products include universal life, variable universal
life, traditional whole life and term insurance.

Basis of Presentation

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

The consolidated financial statements have been prepared in accordance with
generally accepted accounting principles. Certain reclassifications have been
made to 1995 and 1994 financial information to conform to the 1996
presentation.

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. This statement provides accounting and reporting standards for
transfers of financial assets and extinguishments of liabilities. Transactions
covered by this statement would include securitizations, sales of partial
interests in assets, repurchase agreements and securities lending. This
statement requires that after a transfer of financial assets, an entity would
recognize any assets it controls and liabilities it has incurred. An entity
would not recognize assets when control has been surrendered or liabilities
have been satisfied. Portions of this statement are effective for each of 1997
and 1998 financial statements and early adoption is not permitted. The Company
does not expect adoption of this statement to have a material effect on its
financial position or results of operations.

Use of Estimates

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


                                      F-15
<PAGE>

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

1. Summary of Significant Accounting Policies (Continued)

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, money market instruments and
other debt issues with a maturity of 90 days or less when purchased.

Investments

All of the Company's debt and equity securities are classified as available for
sale and carried at fair value. These securities are written down (as realized
capital losses) for other than temporary declines in value. Unrealized capital
gains and losses related to available for sale investments, other than amounts
allocable to experience rated contractholders, are reflected in shareholder's
equity, net of related taxes.

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

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

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

Mortgage loans and policy loans are carried at unpaid principal balances, net
of impairment reserves. Sales of mortgage loans are recorded on the closing
date.

Short-term investments, consisting primarily of money market instruments and
other debt issues purchased with a maturity of 91 days to one year, are
considered available for sale and are carried at fair value, which approximates
amortized cost.

Futures contracts are carried at fair value and require daily cash settlement.
Changes in the fair value of futures contracts that qualify as hedges are
deferred and recognized as an adjustment to the hedged asset or liability.
Deferred gains or losses on such futures contracts are amortized over the life
of the acquired asset or liability as a yield adjustment or through net
realized capital gains or losses upon disposal of an asset. Changes in the fair
value of futures contracts that do not qualify as hedges are recorded in net
realized capital gains or losses. Hedge designation requires specific asset or
liability identification, a probability at inception of high correlation with
the position underlying the hedge, and that high correlation be maintained
throughout the hedge period. If a hedging instrument ceases to be highly
correlated with the position underlying the hedge, hedge accounting ceases at
that date and excess gains and losses on the hedging instrument are reflected
in net realized capital gains or losses.


                                      F-16
<PAGE>

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

1. Summary of Significant Accounting Policies (Continued)

Swap agreements which are designated as interest rate risk management
instruments at inception are accounted for using the accrual method.
Accordingly, the difference between amounts paid and received on such
agreements is reported in net investment income. There is no recognition in the
Consolidated Balance Sheets for changes in the fair value of the agreement.

Deferred Policy Acquisition Costs

Certain costs of acquiring insurance business are deferred. These costs, all of
which vary with and are primarily related to the production of new and renewal
business, consist principally of commissions, certain expenses of underwriting
and issuing contracts, and certain agency expenses. For fixed ordinary life
contracts, such costs are amortized over expected premium-paying periods (up to
20 years). For universal life and certain annuity contracts, such costs are
amortized in proportion to estimated gross profits and adjusted to reflect
actual gross profits over the life of the contracts (up to 20 years).

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

Insurance Reserve Liabilities

Future Policy Benefits include reserves for universal life, immediate annuities
with life contingent payouts and traditional life insurance contracts. Reserves
for universal life contracts are equal to cumulative deposits less charges and
withdrawals plus credited interest thereon. Reserves for immediate annuities
with life contingent payouts and traditional life insurance contracts are
computed on the basis of assumed investment yield, mortality, and expenses,
including a margin for adverse deviations. Such assumptions generally vary by
plan, year of issue and policy duration. Reserve interest rates range from
2.25% to 12.00%. Investment yield is based on the Company's experience.
Mortality and withdrawal rate assumptions are based on relevant Aetna
experience and are periodically reviewed against both industry standards and
experience.

Policyholders' Funds Left With the Company include reserves for deferred
annuity investment contracts and immediate annuities without life contingent
payouts. Reserves on such contracts are equal to cumulative deposits less
charges and withdrawals plus credited interest thereon (rates range from 4.00%
to 7.00%), net of adjustments for investment experience that the Company is
entitled to reflect in future credited interest. Reserves on contracts subject
to experience rating reflect the rights of contractholders, plan participants
and the Company.

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

Premiums, Charges Assessed Against Policyholders, Benefits and Expenses

For universal life and certain annuity contracts, charges assessed against
policyholders' funds for the cost of insurance, surrender charges, actuarial
margin and other fees are recorded as revenue in


                                      F-17
<PAGE>

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

1. Summary of Significant Accounting Policies (Continued)

charges assessed against policyholders. Other amounts received for these
contracts are reflected as deposits and are not recorded as revenue. Life
insurance premiums, other than premiums for universal life and certain annuity
contracts, are recorded as premium revenue when due. Related policy benefits
are recorded in relation to the associated premiums or gross profit so that
profits are recognized over the expected lives of the contracts. When annuity
payments begin under contracts with life contingent payouts that were initially
investment contracts, the accumulated balance in the account is treated as a
single premium for the purchase of an annuity, reflected as an offsetting
amount in both premiums and current and future benefits in the Consolidated
Statements of Income.

Separate Accounts

Assets held under variable universal life and variable annuity contracts are
segregated in Separate Accounts and are invested, as designated by the
contractholder or participant under a contract, in shares of Aetna Variable
Fund, Aetna Income Shares, Aetna Variable Encore Fund, Aetna Investment
Advisers Fund, Inc., Aetna GET Fund, the Aetna Series Fund Inc., or the Aetna
Generation Funds (collectively, "Funds"), which are managed by the Company, or
other selected mutual funds not managed by the Company.

Separate Accounts assets and liabilities are carried at fair value except for
those relating to a guaranteed interest option. Since the Company bears the
investment risk where the contract is held to maturity, the assets of the
Separate Account supporting the guaranteed interest option are carried at an
amortized cost of $515.6 million for 1996 (fair value $523.0 million) and
$322.2 million for 1995 (fair value $343.9 million). Reserves relating to the
guaranteed interest option are maintained at fund value and reflect interest
credited at rates ranging from 4.10% to 8.00% in 1996 and 4.50% to 8.38% in
1995.

Separate Accounts assets and liabilities are shown as separate captions in the
Consolidated Balance Sheets. Deposits, investment income and net realized and
unrealized capital gains and losses of the Separate Accounts are not reflected
in the Consolidated Statements of Income (with the exception of realized
capital gains and losses on the sale of assets supporting the guaranteed
interest option). The Consolidated Statements of Cash Flows do not reflect
investment activity of the Separate Accounts.

Income Taxes

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


                                      F-18
<PAGE>

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

             Notes to Consolidated Financial Statements (Continued)

2. Investments

Debt securities available for sale as of December 31, 1996 were as follows:



<TABLE>
<CAPTION>
                                                                    Gross          Gross
                                                      Amortized   Unrealized     Unrealized      Fair
                                                        Cost        Gains         Losses         Value
                                                      ---------   ------------   ------------   ----------
                                                                          (millions)
<S>                                                   <C>            <C>            <C>         <C>
U.S. government and government agencies and
 authorities                                          $ 1,072.4      $ 20.5         $ 4.5       $ 1,088.4
States, municipalities and political subdivisions           6.0         1.2            --             7.2
U.S. corporate securities:
  Financial                                             2,143.4        43.1           9.7         2,176.8
  Food & fiber                                            198.2         4.6           1.3           201.5
  Healthcare & consumer products                          735.9        20.2           6.3           749.8
  Media & broadcast                                       274.9         7.0           2.8           279.1
  Natural resources                                       187.7         4.5           0.4           191.8
  Transportation & capital goods                          521.9        22.0           1.8           542.1
  Utilities                                               448.8        14.8           2.8           460.8
  Other                                                   141.5         3.0            --           144.5
                                                      ---------      -------        ------      ----------
 Total U.S. corporate securities                        4,652.3       119.2          25.1         4,746.4
Foreign Securities:
   Government                                             758.6        36.0           5.7           788.9
   Utilities                                              187.8        16.1            --           203.9
   Other                                                  945.5        30.9           6.3           970.1
                                                      ---------      -------        ------      ----------
 Total foreign securities                               1,891.9        83.0          12.0         1,962.9
Residential mortgage-backed securities:
  Pass-throughs                                           792.2        78.3           3.1           867.4
  Collateralized mortgage obligations                   2,227.8        94.9          13.7         2,309.0
                                                      ---------      -------        ------      ----------
Total residential mortgage-backed securities            3,020.0       173.2          16.8         3,176.4
Commercial/Multifamily mortgage-backed securities       1,008.7        24.8           5.6         1,027.9
Other asset-backed securities                             887.8        10.7           2.2           896.3
                                                      ---------      -------        ------      ----------
Total Debt Securities                                 $12,539.1      $432.6         $66.2       $12,905.5
                                                      =========      =======        ======      ==========
</TABLE>

 

                                      F-19
<PAGE>

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

             Notes to Consolidated Financial Statements (Continued)

2. Investments (Continued)

Debt securities available for sale as of December 31, 1995 were as follows:


<TABLE>
<CAPTION>
                                                                      Gross          Gross
                                                      Amortized     Unrealized     Unrealized       Fair
                                                        Cost          Gains         Losses         Value
                                                      -----------   ------------   ------------   -----------
                                                                            (millions)
<S>                                                   <C>              <C>            <C>         <C>
U.S. government and government agencies and
 authorities                                          $   539.5        $ 47.5         $  --       $    587.0
States, municipalities and political subdivisions          41.4          12.4            --             53.8
U.S. Corporate securities:
  Financial                                             2,764.4         110.3           2.1          2,872.6
  Food & fiber                                            310.8          20.8           0.6            331.0
  Healthcare & consumer products                          766.0          59.2           0.2            825.0
  Media & broadcast                                       191.7          10.0            --            201.7
  Natural resources                                       186.9          12.6           0.2            199.3
  Transportation & capital goods                          602.4          46.7           0.2            648.9
   Utilities                                              454.4          27.8           1.0            481.2
   Other                                                  119.9          10.2            --            130.1
                                                      ----------       -------        ------      -----------
 Total U.S. corporate securities                        5,396.5         297.6           4.3          5,689.8
Foreign securities:
   Government                                             316.4          26.1           2.0            340.5
   Utilities                                              236.3          32.9                          269.2
   Other                                                  749.9          60.5           3.5            806.9
                                                      ----------       -------        ------      -----------
 Total foreign securities                               1,302.6         119.5           5.5          1,416.6
Residential mortgage-backed securities:
  Pass-throughs                                           556.7          99.2           1.8            654.1
  Collateralized mortgage obligations                   2,383.9         167.6           2.2          2,549.3
                                                      ----------       -------        ------      -----------
Total residential mortgage-backed securities            2,940.6         266.8           4.0          3,203.4
Commercial/multifamily mortgage-backed securities         741.9          32.3           0.2            774.0
Other asset-backed securities                             961.2          35.5           0.5            996.2
                                                      ----------       -------        ------      -----------
Total Debt Securities                                 $11,923.7        $811.6         $14.5       $ 12,720.8
                                                      ==========       =======        ======      ===========
</TABLE>

At December 31, 1996 and 1995, net unrealized appreciation of $366.4 million
and $797.1 million, respectively, on available for sale debt securities
included $288.5 million and $619.1 million, respectively, related to experience
rated contracts, which were not reflected in shareholder's equity but in Future
Policy Benefits and Policyholders' Funds Left With the Company.


                                      F-20
<PAGE>

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

2. Investments (Continued)

The amortized cost and fair value of debt securities for the year ended
December 31, 1996 are shown below by contractual maturity. Actual maturities
may differ from contractual maturities because securities may be restructured,
called, or prepaid.


<TABLE>
<CAPTION>
                                              Amortized      Fair
                                                Cost         Value
                                              -----------   ----------
                                                     (millions)
<S>                                           <C>           <C>
Due to mature:
 One year or less  ........................   $   424.4     $   425.7
 After one year through five years   ......     2,162.4       2,194.2
 After five years through ten years  ......     2,467.4       2,509.6
 After ten years   ........................     2,568.4       2,675.4
 Mortgage-backed securities ...............     4,028.7       4,204.3
 Other asset-backed securities ............       887.8         896.3
                                              ----------    ----------
   Total  .................................   $12,539.1     $12,905.5
                                              ==========    ==========
</TABLE>

The Company engages in securities lending whereby certain securities from its
portfolio are loaned to other institutions for short periods of time.
Collateral, primarily cash, which is in excess of the market value of the
loaned securities, is deposited by the borrower with a lending agent, and
retained and invested by the lending agent to generate additional income for
the Company. The market value of the loaned securities is monitored on a daily
basis with additional collateral obtained or refunded as the market value
fluctuates. At December 31, 1996 and 1995, the Company had loaned securities
(which are reflected as invested assets) with a market value of approximately
$444.7 million and $264.5 million, respectively.

At December 31, 1996 and 1995, debt securities carried at $7.6 million and $7.4
million, respectively, were on deposit as required by regulatory authorities.

The carrying value of non-income producing investments was $0.9 million and
$0.1 million at December 31, 1996 and 1995, respectively.

The Company did not have any investments in a single issuer, other than
obligations of the U.S. government, with a carrying value in excess of 10% of
the Company's shareholder's equity at December 31, 1996.

Included in the Company's total debt securities were residential collateralized
mortgage obligations ("CMOs") supporting the following:


                                      F-21
<PAGE>

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

             Notes to Consolidated Financial Statements (Continued)

2. Investments (Continued)


<TABLE>
<CAPTION>
                                                    1996                      1995
                                          ------------------------   -----------------------
                                           Fair        Amortized      Fair        Amortized
                                           Value         Cost         Value        Cost
                                          ----------   -----------   ----------   ----------
                                                              (millions)
<S>                                       <C>          <C>           <C>          <C>
Total residential CMOs (1)                $2,309.0     $2,227.8      $2,549.4     $2,383.9
                                          =========    =========     =========    =========
Percentage of total:
 Supporting experience rated products         84.2%                      85.3%
 Supporting remaining products                15.8%                      14.7%
                                          ---------                  ---------
                                             100.0%                     100.0%
                                          =========                  =========
</TABLE>

(1) At December 31, 1996 and 1995, approximately 71% and 81%, respectively, of
     the Company's residential CMO holdings were backed by government agencies
     such as GNMA, FNMA, FHLMC.

There are various categories of CMOs which are subject to different degrees of
risk from changes in interest rates and, for nonagency-backed CMOs, defaults.
The principal risks inherent in holding CMOs are prepayment and extension risks
related to dramatic decreases and increases in interest rates resulting in the
repayment of principal from the underlying mortgages either earlier or later
than originally anticipated.

At December 31, 1996 and 1995, approximately 68% and 79%, respectively, of the
Company's CMO holdings were in planned amortization class ("PAC") and
sequential structure tranches, which are subject to less prepayment and
extension risk than other types of CMO instruments. At December 31, 1996 and
1995, approximately 3% of the Company's CMO holdings were in the interest-only
("IOs") and principal-only ("POs") tranches, which are subject to more
prepayment and extension risks than other types of CMO instruments. Remaining
CMO holdings are in other tranches that have prepayment and extension risks
which fall between the degree of risk associated with PACs and sequentials, and
IOs and POs.

Investments in available for sale equity securities were as follows:


<TABLE>
<CAPTION>
                                      Gross          Gross
                      Amortized     Unrealized     Unrealized     Fair
                        Cost          Gains         Losses        Value
                      -----------   ------------   ------------   --------
                                           (millions)
<S>                   <C>           <C>            <C>            <C>
 1996
 ----
Equity Securities      $184.9         $16.3          $0.8         $200.4
                       -------        ------         -----        --------
 1995
 -----
Equity Securities      $231.6         $27.2          $1.2         $257.6
                       -------        ------         -----        --------
</TABLE>

 

                                      F-22
<PAGE>

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

3. Financial Instruments

Estimated Fair Value

The carrying values and estimated fair values of certain of the Company's
financial instruments at December 31, 1996 and 1995 were as follows:


<TABLE>
<CAPTION>
                                              1996                      1995
                                     -----------------------   ----------------------
                                     Carrying      Fair        Carrying      Fair
                                      Value        Value        Value       Value
                                     ----------   ----------   ----------   ---------
                                                        (millions)
<S>                                  <C>          <C>          <C>          <C>
Assets:
 Mortgage loans                      $   13.0     $   13.2     $   21.2     $   21.9
Liabilities:
 Investment contract liabilities:
  With a fixed maturity              $1,014.1     $1,028.8     $  989.1     $1,001.2
  Without a fixed maturity            9,649.6      9,427.6      9,511.0      9,298.4
</TABLE>

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

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

Mortgage loans: Fair values are estimated by discounting expected mortgage loan
cash flows at market rates which reflect the rates at which similar loans would
be made to similar borrowers. The rates reflect management's assessment of the
credit quality and the remaining duration of the loans.

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

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

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

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

The Company uses off-balance-sheet and other financial instruments primarily to
manage portfolio risks, including interest rate, prepayment/call, credit,
price, and liquidity risks. In 1996, Treasury


                                      F-23
<PAGE>

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

             Notes to Consolidated Financial Statements (Continued)

3. Financial Instruments (Continued)

futures contracts were used to manage interest rate risk in the Company's bond
portfolio and stock index futures contracts were used to manage price risk in
the Company's equity portfolio. In 1996 and 1995, interest rate swaps and
forward commitments to enter into interest rate swaps, respectively, were also
used to manage interest rate risk in the Company's bond portfolio.

Futures Contracts:

Futures contracts represent commitments to either purchase or sell underlying
assets at a specified future date. Futures contracts trade on organized
exchanges and, therefore, have minimal credit risk. Cash settlements are made
daily based on changes in the prices of the underlying assets. There were no
futures contracts open as of December 31, 1996 and 1995.

Interest Rate Swaps:

Under interest rate swaps, the Company agrees with other parties to exchange
interest amounts calculated by reference to an agreed notional principal
amount. Generally, no cash is exchanged at the outset of the contract and no
principal payments are made. A single net payment is usually made by one
counterparty at each due date or upon termination of the contract. The Company
would be exposed to credit-related losses in the event of nonperformance by
counterparties to financial instruments, however, the Company controls its
exposure to credit risk through credit approvals, credit limits and regular
monitoring procedures. The credit exposure of interest rate swaps is
represented by the fair value (market value) of contracts with a positive fair
value (market value) at the reporting date. There were no interest rate swap
agreements open as of December 31, 1996. At December 31, 1995, the Company had
an open forward swap agreement with a notional amount of $100.0 million and a
fair value of $0.1 million.

During 1995, the Company received $0.4 million for writing call options on
underlying securities. The Company did not write any call options in 1996. As
of December 31, 1996 and 1995, there were no option contracts outstanding.

The Company also had investments in certain debt instruments with derivative
characteristics, including those whose market value is at least partially
determined by, among other things, levels of or changes in domestic and/or
foreign interest rates (short or long term), exchange rates, prepayment rates,
equity markets or credit ratings/spreads. The amortized cost and fair value of
these securities, included in the debt securities portfolio, as of December 31,
1996 was as follows:


<TABLE>
<CAPTION>
                                                                           Amortized      Fair
                                                                             Cost        Value
                                                                           -----------   ---------
                                                                                 (millions)
<S>                                                                          <C>         <C>
 Residential collateralized mortgage obligations   .....................     $2,227.8    $2,309.0
  Principal-only strips (included above)  ..............................         44.5        53.3
  Interest-only strips (included above)   ..............................         10.3        22.8
 Other structured securities with derivative characteristics (1)  ......        126.3       129.2
</TABLE>

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


                                      F-24
<PAGE>

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

             Notes to Consolidated Financial Statements (Continued)

4. Net Investment Income

Sources of net investment income were as follows:



<TABLE>
<CAPTION>
                                             1996           1995        1994
                                          ----------     --------      -------
                                                      (millions)
<S>                                        <C>           <C>           <C>
Debt securities                            $  945.3      $  891.5      $823.9
Preferred stock                                 5.9           4.2         3.9
Investment in affiliated mutual funds          14.3          14.9         5.2
Mortgage loans                                  2.2           1.4         1.4
Policy loans                                   18.4          13.7        11.5
Reinsurance loan to affiliate                  44.1          46.5        51.5
Cash equivalents                               29.4          38.9        29.5
 Other                                          2.1           8.4         6.7
                                           --------      --------      ------
Gross investment income                     1,061.7       1,019.5       933.6
Less investment expenses                      (16.1)        (15.2)      (16.4)
                                           --------      --------      ------
Net investment income                      $1,045.6      $1,004.3      $917.2
                                           ========      ========      ======
</TABLE>

Net investment income includes amounts allocable to experience rated
contractholders of $787.6 million, $744.2 million and $677.1 million for the
years ended December 31, 1996, 1995 and 1994, respectively. Interest credited
to contractholders is included in Current and Future Benefits.

5. Dividend Restrictions and Shareholder's Equity

The Company paid $3.5 million in cash dividends to HOLDCO in 1996. In 1995, the
Company dividended $2.9 million in the form of two of its subsidiaries,
Systematized Benefits Administrators, Inc. and Aetna Investment Services, Inc.,
to Aetna Retirement Services, Inc. (the Company's former parent).

The amount of dividends that may be paid to the shareholder in 1997 without
prior approval by the Insurance Commissioner of the State of Connecticut is
$71.1 million.

The Insurance Department of the State of Connecticut (the "Department")
recognizes as net income and shareholder's capital and surplus those amounts
determined in conformity with statutory accounting practices prescribed or
permitted by the Department, which differ in certain respects from generally
accepted accounting principles. Statutory net income was $57.8 million, $70.0
million and $64.9 million for the years ended December 31, 1996, 1995 and 1994,
respectively. Statutory capital and surplus was $713.6 million and $670.7
million as of December 31, 1996 and 1995, respectively.

As of December 31, 1996 the Company does not utilize any statutory accounting
practices which are not prescribed by state regulatory authorities that,
individually or in the aggregate, materially affect statutory capital and
surplus.

Realized capital gains or losses are the difference between the carrying value
and sale proceeds of specific investments sold.


                                      F-25
<PAGE>

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

             Notes to Consolidated Financial Statements (Continued)

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

Net realized capital gains on investments were as follows:


<TABLE>
<CAPTION>
                                       1996     1995     1994
                                     -------   -------   -----
                                               (millions)
<S>                                    <C>      <C>      <C>
Debt securities                        $11.1    $32.8    $1.0
Equity securities                        8.6      8.3     0.2
Mortgage loans                            --      0.2     0.3
                                      ------    -----    ----
Pretax realized capital gains          $19.7    $41.3    $1.5
                                      ------    -----    ----
After tax realized capital gains       $13.0    $25.8    $1.0
                                      ======    =====    ====
</TABLE>

Net realized capital gains of $53.1 million and $61.1 million for 1996 and
1995, respectively, and net realized capital losses of $29.1 million for 1994,
allocable to experience rated contracts, were deducted from net realized
capital gains (losses) and an offsetting amount was reflected in policy-
holder funds' left with the Company. Net unamortized gains were $53.3 million
and $7.3 million at December 31, 1996 and 1995, respectively.

Changes to the mortgage loan valuation reserve and writedowns on debt
securities for other than temporary declines in value are included in net
realized capital gains (losses) and amounted to $(3.3) million, $3.1 million
and $1.1 million, of which $(3.2) million, $2.2 million and $0.8 million were
allocable to experience rated contractholders, for the years ended December 31,
1996, 1995 and 1994, respectively. There was no valuation reserve for mortgage
loans at December 31, 1996 or at December 31, 1995.

Proceeds from the sale of available for sale debt securities and the related
gross gains and losses were as follows:



<TABLE>
<CAPTION>
                         1996           1995          1994
                      ----------      ---------     ----------
                                    (millions)
<S>                     <C>           <C>           <C>
Proceeds on Sales       $5,182.2      $4,207.2      $3,593.8
Gross gains                 24.3          44.6          26.6
Gross losses                13.2          11.8          25.6
</TABLE>

Changes in shareholder's equity related to changes in unrealized capital gains
(losses), (excluding those related to experience rated contractholders), were
as follows:


                                      F-26
<PAGE>

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

             Notes to Consolidated Financial Statements (Continued)

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


<TABLE>
<CAPTION>
                                                      1996         1995        1994
                                                    --------     --------     -------
                                                                 (millions)
<S>                                                 <C>           <C>         <C>
Debt securities                                      $(100.1)     $255.9      $(242.1)
Equity securities                                      (10.5)       27.3        (13.3)
Limited partnership                                       --         1.8         (1.8)
                                                     -------      ------      -------
                                                      (110.6)      285.0       (257.2)
Deferred income taxes (See Note 8)                     (38.6)      (36.5)        46.3
                                                     -------      ------      -------
Net change in unrealized capital gains (losses)      $ (72.0)     $321.5      $(303.5)
                                                     =======      ======      =======
</TABLE>

Net unrealized capital gains allocable to experience rated contracts of $245.2
million and $43.3 million at December 31, 1996 and $515.0 million and $104.1
million at December 31, 1995 are reflected on the Consolidated Balance Sheets
in Policyholders' Funds Left With the Company and Future Policy Benefits,
respectively, and are not included in shareholder's equity.

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



<TABLE>
<CAPTION>
                                            1996       1995         1994
                                          -------     -------     --------
                                                    (millions)
<S>                                       <C>          <C>         <C>
Debt securities
 Gross unrealized capital gains            $101.7      $179.3      $  27.4
 Gross unrealized capital losses            (23.8)       (1.3)      (105.2)
                                           ------      ------      -------
                                             77.9       178.0        (77.8)
Equity securities
 Gross unrealized capital gains              16.3        27.2          6.5
 Gross unrealized capital losses             (0.8)       (1.2)        (7.9)
                                           ------      ------      -------
                                             15.5        26.0         (1.4)
Limited Partnership                            --          --           --
 Gross unrealized capital gains                --          --           --
 Gross unrealized capital losses               --          --         (1.8)
                                           ------      ------      -------
                                               --          --         (1.8)
Deferred income taxes (See Note 8)           32.9        71.5        108.0
                                           ------      ------      -------
Net unrealized capital gains (losses)      $ 60.5      $132.5      $(189.0)
                                           ======      ======      =======
</TABLE>

 

                                      F-27
<PAGE>

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

             Notes to Consolidated Financial Statements (Continued)

7. Severance and Facilities Charges

Severance and facilities charges during 1996, as described below, included the
following (pretax):



<TABLE>
<CAPTION>
                                                Vacated
                                       Asset     Leased           Corporate
(Millions)                Severance  Write-Off  Property  Other   Allocation  Total
- -----------------------------------------------------------------------------------
<S>                          <C>        <C>        <C>      <C>     <C>      <C>
Financial Services           $29.1      $1.0       $1.3     $1.7    $  --    $33.1
Individual Life Insurance     12.5       0.4        0.5      0.8       --     14.2
Corporate Allocation            --        --         --       --     14.0     14.0
                             ------     -----      -----   -----    ------   ------
 Total Company               $41.6      $1.4       $1.8     $2.5    $14.0    $61.3
- -----------------------------------------------------------------------------------
</TABLE>

In the third quarter of 1996, the Company recorded a $30.7 million after tax
($47.3 million pretax) charge principally related to actions taken or expected
to be taken to improve its cost structure relative to its competitors. The
severance portion of the charge is based on a plan to eliminate 702 positions
(primarily customer service, sales and information technology support staff).
The facilities portion of the charge is based on a plan to consolidate
sales/service field offices.

In addition to the above charge, Aetna recorded a facilities and severance
charge in the second quarter of 1996, primarily as a result of actions taken or
expected to be taken to reduce the level of corporate expenses and other costs
previously absorbed by Aetna's property-casualty operations. The cost allocated
to the Company associated with this charge was $9.1 million after tax ($14.0
million pretax).

The activity during 1996 within the severance and facilities reserve (pretax,
in millions) and the number of positions eliminated related to such actions
were as follows:



<TABLE>
<CAPTION>
                                                     Reserve      Positions
- ------------------------------------------------------------------------------
<S>                                                  <C>             <C>
Beginning of year                                    $   --            --
Severance and facilities charges                       47.3           702
Corporate Allocation                                   14.0            --
Actions taken (1)                                     (13.4)         (178)
                                                     -------         ----
 End of year                                         $ 47.9           524
- ------------------------------------------------------------------------------
</TABLE>                         

(1) Includes $8.0 million of severance-related actions and $4.1 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 the vacating of the leased
office space are expected to be substantially completed in 1997.

8. Income Taxes

The Company is included in the consolidated federal income tax return and
combined Connecticut and New York state income tax returns of Aetna. Aetna
allocates to each member an amount approximating the


                                      F-28
<PAGE>

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

             Notes to Consolidated Financial Statements (Continued)

8. Income Taxes (Continued)

tax it would have incurred were it not a member of the consolidated group, and
credits the member for the use of its tax saving attributes used in the
consolidated returns.

Income taxes for the years ended December 31, consist of:



<TABLE>
<CAPTION>
                                           1996        1995        1994
                                         --------     ------      ------
                                                    (millions)
<S>                                      <C>          <C>         <C>
Current taxes (benefits):
Income Taxes:
  Federal                                 $ 50.9      $ 82.9      $ 78.7
  State                                      3.7         3.2         4.4
 Net realized capital gains (losses)        25.3        28.5       (33.2)
                                          ------      ------      ------
                                            79.9       114.6        49.9
                                          ------      ------      ------
Deferred taxes (benefits):
Income Taxes:
  Federal                                   (3.5)      (14.4)       (8.0)
 Net realized capital gains (losses)       (18.6)      (12.9)       33.7
                                          ------      ------      ------
                                           (22.1)      (27.3)       25.7
                                          ------      ------      ------
   Total                                  $ 57.8      $ 87.3      $ 75.6
                                          ======      ======      ======
</TABLE>

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



<TABLE>
<CAPTION>
                                               1996       1995       1994
                                              ------     ------     ------
                                                        (millions)
<S>                                           <C>        <C>        <C>
Income before income taxes                    $198.9     $263.2     $220.9
Tax rate                                          35%        35%        35%
                                              ------     ------     ------
Application of the tax rate                     69.6       92.1       77.3
                                              ------     ------     ------
Tax effect of:
 State income tax, net of federal benefit        2.4        2.1        2.9
 Excludable dividends                           (8.7)      (9.3)      (8.6)
 Other, net                                     (5.5)       2.4        4.0
                                              ------     ------     ------
  Income taxes                                $ 57.8     $ 87.3     $ 75.6
                                              ======     ======     ======
</TABLE>


                                      F-29
<PAGE>

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

             Notes to Consolidated Financial Statements (Continued)

8. Income Taxes (Continued)

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



<TABLE>
<CAPTION>
                                                                 1996         1995
                                                               -------      ------
                                                                   (millions)
<S>                                                             <C>          <C>
Deferred tax assets:
  Insurance reserves                                            $344.6       $290.4
  Unrealized gains allocable to experience rated contracts       100.8        216.7
  Investment losses                                                7.5          7.3
  Postretirement benefits other than pensions                     27.0          7.7
  Deferred compensation                                           25.0         18.9
  Pension                                                          7.6          5.7
  Other                                                           29.3          9.2
                                                                ------      -------
Total gross assets                                               541.8        555.9
Deferred tax liabilities:
  Deferred policy acquisition costs                              482.1        433.0
  Market discount                                                  6.8          4.4
  Net unrealized capital gains                                   133.7        288.2
  Other                                                           (0.3)        (0.1)
                                                                ------      -------
Total gross liabilities                                          622.3        725.5
                                                                ------      -------
Net deferred tax liability                                      $ 80.5       $169.6
                                                                ======      =======
</TABLE>

Net unrealized capital gains and losses are presented in shareholder's equity
net of deferred taxes. Valuation allowances are provided when it is not
considered more likely than not that deferred tax assets will be realized. As
of December 31, 1996 and 1995, no valuation allowances were required for
unrealized capital gains and losses.

The "Policyholders' Surplus Account," which arose under prior tax law, is
generally that portion of a life insurance company's statutory income that has
not been subject to taxation. As of December 31, 1983, no further additions
could be made to the Policyholders' Surplus Account for tax return purposes
under the Deficit Reduction Act of 1984. The balance in such account was
approximately $17.2 million at December 31, 1996. This amount would be taxed
only under certain conditions. No income taxes have been provided on this
amount since management believes the conditions under which such taxes would
become payable are remote.

The Internal Revenue Service ("Service") has completed examinations of the
consolidated federal income tax returns of Aetna through 1990. Discussions are
being held with the Service with respect to proposed adjustments. Management
believes there are adequate defenses against, or sufficient reserves to provide
for, any such adjustments. The Service has commenced its examinations for the
years 1991 through 1994.


                                      F-30
<PAGE>

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

9. Benefit Plans

Employee Pension Plans--The Company, in conjunction with Aetna, has
noncontributory defined benefit pension plans covering substantially all
employees. The plans provide pension benefits based on years of service and
average annual compensation (measured over 60 consecutive months of highest
earnings in a 120-month period). Contributions are determined using the
Projected Unit Credit Method and, for qualified plans subject to ERISA
requirements, are limited to the amounts that are tax-deductible. As of
December 31, 1996, Aetna's accrued pension cost has been allocated to its
subsidiaries, including the Company, under an allocation based on eligible
salaries. Data on a separate company basis regarding the proportionate share of
the projected benefit obligation and plan assets is not available. The
accumulated benefit obligation and plan assets are recorded by Aetna. As of the
measurement date (i.e., September 30), the accumulated plan assets exceeded
accumulated plan benefits. Allocated pretax charges to operations for the
pension plan (based on the Company's total salary cost as a percentage of
Aetna's total salary cost) were $4.3 million, $6.1 million and $5.5 million for
the years ended December 31, 1996, 1995 and 1994, respectively.

Employee Postretirement Benefits--In addition to providing pension benefits,
Aetna currently provides certain health care and life insurance benefits,
subject to certain caps, for retired employees. A comprehensive medical and
dental plan is offered to all full-time employees retiring at age 50 with 15
years of service or at age 65 with 10 years of service. Retirees are generally
required to contribute to the plans based on their years of service with Aetna.
The costs to the Company associated with the Aetna postretirement plans for
1996, 1995 and 1994 were $1.8 million, $1.4 million and $1.0 million,
respectively.

As of December 31, 1996, Aetna transferred to the Company approximately $77.7
million of accrued liabilities, primarily related to the pension and
postretirement benefit plans described above, that had been previously recorded
by Aetna. The after tax amount of this transfer (approximately $50.5 million)
is reported as a reduction in retained earnings.

Agent Pension Plans--The Company, in conjunction with Aetna, has a
non-qualified pension plan covering certain agents. The plan provides pension
benefits based on annual commission earnings. As of the measurement date (i.e.,
September 30), the accumulated plan assets exceeded accumulated plan benefits.

Agent Postretirement Benefits--The Company, in conjunction with Aetna, also
provides certain postretirement health care and life insurance benefits for
certain agents. The costs to the Company associated with the agents'
postretirement plans for 1996, 1995 and 1994 were $0.7 million, $0.8 million
and $0.7 million, respectively.

Incentive Savings Plan--Substantially all employees are eligible to participate
in a savings plan under which designated contributions, which may be invested
in common stock of Aetna or certain other investments, are matched, up to 5% of
compensation, by Aetna. Pretax charges to operations for the incentive savings
plan were $5.4 million, $4.9 million and $3.3 million in 1996, 1995 and 1994,
respectively.


                                      F-31
<PAGE>

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

9. Benefit Plans (Continued)

Stock Plans--Aetna has a stock incentive plan that provides for stock options,
deferred contingent common stock or equivalent cash awards or restricted stock
to certain key employees. Executive and middle management employees may be
granted options to purchase common stock of Aetna at or above the market price
on the date of grant. Options generally become 100% vested three years after
the grant is made, with one-third of the options vesting each year. Aetna does
not recognize compensation expense for stock options granted at or above the
market price on the date of grant under its stock incentive plans. In addition,
executives may be granted incentive units which are rights to receive common
stock or an equivalent value in cash. The incentive units may vest within a
range from 0% to 175% at the end of a four year period based on the attainment
of performance goals. The costs to the Company associated with the Aetna stock
plans for 1996, 1995 and 1994, were $8.1 million, $6.3 million and $1.7
million, respectively. As of December 31, 1996, Aetna transferred to the
Company approximately $1.1 million of deferred tax benefits related to stock
options. This amount is reported as an increase in retained earnings.

10. Related Party Transactions

The Company is compensated by the Separate Accounts for bearing mortality and
expense risks pertaining to variable life and annuity contracts. Under the
insurance contracts, the Separate Accounts pay the Company a daily fee which,
on an annual basis, ranges, depending on the product, from .10% to 1.90% of
their average daily net assets. The Company also receives fees from the
variable life and annuity mutual funds and The Aetna Series Fund for serving as
investment adviser. Under the advisory agreements, the Funds pay the Company a
daily fee which, on an annual basis, ranges, depending on the fund, from .25%
to .85% of their average daily net assets. The Company also receives fees
(expressed as a percentage of the average daily net assets) from the variable
life and annuity mutual funds and The Aetna Series Fund for providing
administration services, and from The Aetna Series Fund for providing
shareholder services and promoting sales. The amount of compensation and fees
received from the Separate Accounts and Funds, included in Charges Assessed
Against Policyholders, amounted to $185.4 million, $128.1 million and $104.6
million in 1996, 1995 and 1994, respectively. The Company may waive advisory
fees at its discretion.

The Company acts as an investment adviser for its affiliated mutual funds.
Since August 1996, Aeltus Investment Management, Inc. ("Aeltus"), a wholly
owned subsidiary of HOLDCO and an affiliate of the Company, has been acting as
Subadvisor of all affiliated mutual funds and of most of the General Account
assets. Fees paid by the Company to Aeltus, included in both Charges Assessed
Against Policyholders and Net Investment Income, on an annual basis, range from
 .06% to .55% of the average daily net assets under management. For the year
ended December 31, 1996, the Company paid $16.0 million in such fees.

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


                                      F-32
<PAGE>

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

10. Related Party Transactions (Continued)

Since 1981, all domestic individual non-participating life insurance of Aetna
and its subsidiaries has been issued by the Company. Effective December 31,
1988, the Company entered into a reinsurance agreement with Aetna Life
Insurance Company ("Aetna Life") in which substantially all of the non-
participating individual life and annuity business written by Aetna Life prior
to 1981 was assumed by the Company. A $108.0 million commission, paid by the
Company to Aetna Life in 1988, was capitalized as deferred policy acquisition
costs. An additional $6.1 million commission, paid by the Company to Aetna Life
in 1996, was capitalized as deferred policy acquisition costs. The Company
maintained insurance reserves of $628.3 million and $655.5 million as of
December 31, 1996 and 1995, respectively, relating to the business assumed. In
consideration for the assumption of this business, a loan was established
relating to the assets held by Aetna Life which support the insurance reserves.
The loan is being reduced in accordance with the decrease in the reserves. The
fair value of this loan was $625.3 million and $663.5 million as of December
31, 1996 and 1995, respectively, and is based upon the fair value of the
underlying assets. Premiums of $25.3 million, $28.0 million and $32.8 million
and current and future benefits of $39.5 million, $43.0 million and $43.8
million were assumed in 1996, 1995 and 1994, respectively.

Investment income of $44.1 million, $46.5 million and $51.5 million was
generated from the reinsurance loan to affiliate in 1996, 1995 and 1994,
respectively. Net income of approximately $8.1 million, $18.4 million and $25.1
million resulted from this agreement in 1996, 1995 and 1994, respectively.

On December 16, 1988, the Company assumed $25.0 million of premium revenue from
Aetna Life for the purchase and administration of a life contingent single
premium variable payout annuity contract. In addition, the Company also is
responsible for administering fixed annuity payments that are made to
annuitants receiving variable payments. Reserves of $28.9 million and $28.0
million were maintained for this contract as of December 31, 1996 and 1995,
respectively.

Effective February 1, 1992, the Company increased its retention limit per
individual life to $2.0 million and entered into a reinsurance agreement with
Aetna Life to reinsure amounts in excess of this limit, up to a maximum of $8.0
million on any new individual life business, on a yearly renewable term basis.
Premium amounts related to this agreement were $5.2 million, $3.2 million and
$1.3 million for 1996, 1995 and 1994, respectively.

The Company received a capital contribution of $10.4 million in cash from
HOLDCO in 1996. The Company received no capital contributions in 1995 or 1994.

The Company paid $3.5 million in cash dividends to HOLDCO in 1996. In 1995, the
Company dividended $2.9 million in the form of two of its subsidiaries,
Systematized Benefits Administrators, Inc. and Aetna Investment Services, Inc.,
to Aetna Retirement Services, Inc. (the Company's former parent).

Premiums due and other receivables include $2.8 million and $5.7 million due
from affiliates in 1996 and 1995, respectively. Other liabilities include $10.7
million and $12.4 million due to affiliates for 1996 and 1995, respectively.


                                      F-33
<PAGE>

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

             Notes to Consolidated Financial Statements (Continued)

10. Related Party Transactions (Continued)

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

11. Reinsurance

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

The following table includes premium amounts ceded/assumed to/from affiliated
companies as discussed in Note 10 above.



<TABLE>
<CAPTION>
                                              Ceded to      Assumed
                                   Direct      Other       from Other    Net
                                   Amount     Companies     Companies   Amount
                                   --------   ----------   ----------   -------
                                                     (millions)
<S>                                 <C>        <C>          <C>        <C>
 1996
 ----
 Premiums:
  Life Insurance                     $ 34.6     $11.2       $25.3      $ 48.7
  Accident and Health Insurance         6.3       6.3          --          --
   Annuities                           84.3        --         0.6        84.9
                                    -------     ------      ------     -------
  Total earned premiums              $125.2     $17.5       $25.9      $133.6
                                    =======     ======      ======     =======
 1995
 ----
 Premiums:
  Life Insurance                     $ 28.8     $ 8.6       $28.0      $ 48.2
  Accident and Health Insurance         7.5       7.5          --          --
   Annuities                          164.0        --         0.5       164.5
                                    -------     ------      ------     -------
  Total earned premiums              $200.3     $16.1       $28.5      $212.7
                                    =======     ======      ======     =======
 1994
 ----
 Premiums:
  Life Insurance                     $ 27.3     $ 6.0       $32.8      $ 54.1
  Accident and Health Insurance         9.3       9.3          --          --
   Annuities                          137.3        --         0.2       137.5
                                    -------     ------      ------     -------
Total earned premiums                $173.9     $15.3       $33.0      $191.6
                                    =======     ======      ======     =======
</TABLE>

 

                                      F-34
<PAGE>

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

             Notes to Consolidated Financial Statements (Continued)

12. Commitments and Contingent Liabilities

Commitments

Through the normal course of investment operations, the Company commits to
either purchase or sell securities or money market instruments at a specified
future date and at a specified price or yield. The inability of counterparties
to honor these commitments may result in either higher or lower replacement
cost. Also, there is likely to be a change in the value of the securities
underlying the commitments. At December 31, 1996, the Company had commitments
to purchase investments of $17.9 million. The fair value of the investments at
December 31, 1996 approximated $18.3 million.

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.

13. Segment Information (1)

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

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



<TABLE>
<CAPTION>
(Millions)                               1996           1995          1994
- ------------------------------------------------------------------------------
<S>                                     <C>            <C>            <C>
Revenue:
 Financial Services                      $1,195.1       $1,211.3       $1,013.5
 Individual Life Insurance                  445.7          407.9          386.1
                                   -------------- -------------- --------------
  Total revenue                          $1,640.8       $1,619.2       $1,399.6
- ------------------------------------------------------------------------------
Income before income taxes: (2)
 Financial Services                      $  129.9       $  160.1       $  122.5
 Individual Life Insurance                   83.0          103.1           98.4
                                   -------------- -------------- --------------
  Total income before income taxes       $  212.9       $  263.2       $  220.9
- ------------------------------------------------------------------------------
Net income: (2)
 Financial Services                      $   94.3       $  113.8       $   85.5
 Individual Life Insurance                   55.9           62.1           59.8
                                   -------------- -------------- --------------
Net income                               $  150.2       $  175.9       $  145.3
- ------------------------------------------------------------------------------
</TABLE>

                                      F-35
<PAGE>

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

13. Segment Information (1) (Continued)


<TABLE>
<S>                                      <C>          <C>             <C>
Assets under management: (3)
 Financial Services                      $27,268.1    $22,534.4       $18,122.9
 Individual Life Insurance                 2,830.5      2,590.9         2,220.5
- --------------------------------------------------------------------------------
  Total assets under management          $30,098.6    $25,125.3       $20,343.4
- --------------------------------------------------------------------------------
</TABLE>

(1) The 1996 results include severance and facilities charges of $30.7
million, after tax. Of this charge $21.5 million related to the Financial
Services segment and $9.2 million related to the Individual Life Insurance
segment.

(2) Excludes any effect of the corporate facilities and severance charge
recorded in 1996 which is not directly allocable to the Financial Services and
Individual Life Insurance segments. (Refer to Note 7).

(3) Excludes net unrealized capital gains (losses) of $366.4 million, $797.1
million and $(386.4) million at December 31, 1996, 1995 and 1994, respectively.



                                      F-36





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