AETNA LIFE INSURANCE & ANNUITY CO /CT
S-2/A, 1996-01-17
LIFE INSURANCE
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      As filed with the Securities and Exchange Commission on January 17, 1996
                                                     Registration No. 33-64331
    

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

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

   
                       PRE-EFFECTIVE AMENDMENT NO. 2 TO
                                   FORM S-2
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
    

                   AETNA LIFE INSURANCE AND ANNUITY COMPANY
            (Exact name of registrant as specified in its charter)

   Connecticut                                           71-0294708
   (State or other jurisdiction                          (I.R.S. Employer
   of incorporation or organization)                     Identification No.)
                             151 Farmington Avenue
                          Hartford, Connecticut 06156
                                (203) 273-7834
              (Address, including zip code, and telephone number,
       including area code, of registrant's principal executive offices)

                           Susan E. Bryant, Esquire
                   Aetna Life Insurance and Annuity Company
                             151 Farmington Avenue
                          Hartford, Connecticut 06156
                                (203) 273-7834
           (Name, address including zip code, and telephone number,
                  including area code, of agent for service)

     Approximate  Date of Commencement of Proposed Sale to Public:  As soon as
practicable after the effective date of this Registration Statement.

     If any of the securities  being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, check the following box: [ X ]

     If the registrant  elects to deliver its latest annual report to security
holders,  or a  complete  and  legible  facsimile  thereof,  pursuant  to Item
11(a)(1) of this form, check the following box: [   ]

   
                        CALCULATION OF REGISTRATION FEE
 =============================================================================
 Title of                          Proposed       Proposed
 each class            Amount      maximum         maximum         Amount of
 of securities         to be    offering price    aggregate       registration
 to be registered    Registered    per unit      offering price      fee
 -----------------------------------------------------------------------------
 Interests under 
 modified 
 guaranteed deferred     
 annuity contracts...$58,000,000      *            $58,000,000      $20,000^
 =============================================================================
* The securities being registered are not issued in predetermined amounts or 
  units.
^ Registration  fee of $20,000 paid on November 16, 1995.
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its  effective  date until the  Registrant  shall
file a further  amendment  which  specifically  states that this  Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, or until the  Registration  Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a)
may determine.
    

<PAGE>

<TABLE>
                   AETNA LIFE INSURANCE AND ANNUITY COMPANY
                       Cross Reference Sheet pursuant to
                          Regulation S-K, Item 501(b)

<CAPTION>

     Form S-2 Item Number                            Caption In Prospectus

<S>                                                  <C>
1.   Forepart of the Registration Statement and      Cover Page
     Outside Front Cover Page of Prospectus

2.   Inside Front and Outside Back Cover Pages       Cover Page
     of Prospectus

3.   Summary Information, Risk Factors and           Summary Information;
     Ratio of Earnings to Fixed Charges              Description of Contracts;
                                                     Financial Statements

4.   Use of Proceeds                                 Investments

5.   Determination of Offering Price                 Not Applicable

6.   Dilution                                        Not Applicable

7.   Selling Security Holders                        Not Applicable

8.   Plan of Distribution                            Distribution of Contracts

9.   Description of Securities to be Registered      Description of Contracts

10.  Interests and Named Experts and Counsel         Experts

   
11.  Information with Respect to the Registrant      Appendix B and C
    

12.  Incorporation of Certain Information by         Incorporation of Certain
     Reference                                       Documents by Reference

13.  Disclosure of Commission Position on            Not Applicable
     Indemnification for Securities Act
     Liabilities
</TABLE>

<PAGE>

P R O S P E C T U S


                   AETNA LIFE INSURANCE AND ANNUITY COMPANY

                           AETNA MULTI-RATE ANNUITY

                             151 Farmington Avenue
                          Hartford, Connecticut 06156

     This Prospectus  describes certain modified  guaranteed  deferred annuity
contracts offered by Aetna Life Insurance and Annuity Company ("Company"). The
contracts are issued as  individual  or group  contracts and allow you to earn
interest  and  accumulate  amounts  on a tax  deferred  basis.  The  funds you
accumulate can be used to provide annuity payments or other benefits.

   
     Individual   contracts  may  be  purchased  directly  or  as  a  rollover
 Individual  Retirement  Annuity.  Group  contracts  may be purchased for both
 qualified and non-qualified  plans.  Interests under a group contract will be
 evidenced  by  the  issuance  to you of a  separate  certificate.  Individual
 contracts and certificates  under group contracts are both referred to herein
 as the  "Contract."  This  Prospectus  should be read  thoroughly  before you
 purchase a Contract.
    

     A minimum single purchase  payment of at least $10,000 must accompany the
 application  for a Contract.  Under the  Contracts,  the Company sets various
 rates of  interest  ("Guaranteed  Rate")  that are paid for  varying  periods
 ("Guaranteed  Period").  You choose the Guaranteed Period for which you would
 like to invest,  and at the end of that  Guaranteed  Period you may  reinvest
 your accumulated funds in another Guaranteed Period.  Information  concerning
 available  Guaranteed Periods and Guaranteed Rates may be obtained by calling
 1-800-531-4547.

     You may  withdraw  all or part of your  accumulated  funds  at any  time.
Withdrawals prior to the end of a Guaranteed Period may be subject to a Market
Value  Adjustment  and a  surrender  fee.  Upon a full  withdrawal,  you could
therefore receive less than your purchase payment.

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

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


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

<PAGE>

THE  CONTRACTS ARE NOT DEPOSITS OR  OBLIGATIONS  OF OR GUARANTEED BY ANY BANK,
NOR ARE THEY  INSURED  BY THE FDIC;  THEY ARE  SUBJECT  TO  INVESTMENT  RISKS,
INCLUDING POSSIBLE LOSS OF THE PRINCIPAL AMOUNT INVESTED.


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



   
The date of this Prospectus is ______________, 1996.
    

<PAGE>

                             AVAILABLE INFORMATION

     The  Company  is  subject  to  the  informational   requirements  of  the
Securities   Exchange  Act  of  1934  ("Exchange  Act"),  and,  in  accordance
therewith,  files periodic  reports and other  information with the Securities
and Exchange  Commission  (the  "Commission").  Reports and other  information
concerning  the Company may be  inspected  and copied at the public  reference
facilities of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549
and at the Commission's  regional offices located at Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661-2511, and at 7 World Trade
Center, Suite 1300, New York, New York 10048. Copies of such material also can
be obtained by mail from the Public Reference Section of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.

   
     This Prospectus includes as Appendix B and C, respectively, a copy of the
Company's annual report on Form 10-K for the year ended December 31, 1994, and
a copy of the Company's  latest  quarterly  report on Form 10-Q.  Reference is
made to those  reports for a  description  of the  Company  and its  business,
including financial statements.
    

     The  Company  intends to deliver  to  holders  of  outstanding  Contracts
account statements at least annually and such other periodic reports as may be
required by law, but it is not anticipated  that any such reports will include
periodic financial statements or information concerning the Company.


                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The Company's  annual report on Form 10-K for the year ended December 31,
1994, and all reports filed by the Company pursuant to Sections 13(a) or 15(d)
of the Exchange Act since December 31, 1994,  including all quarterly  reports
on Form 10-Q, are  incorporated by reference.  The Company's  annual report on
Form 10-K for the year ended  December  31, 1994 and the  quarterly  report on
Form 10-Q for the quarter ended September 30, 1995 have been included herein.

     The Company's annual report on Form 10-K includes  independently  audited
financial  statements as of December 31, 1994. Interim financial statements of
the Company are contained in the Company's Form 10-Q quarterly reports.

         Where any  document or part thereof is  incorporated  by reference in
this  Prospectus  and not delivered  herewith,  the Company will  undertake to
provide without charge to each person,  including any beneficial owner to whom
a Prospectus is delivered, upon written or oral request, a copy of any and all
of the information that has been incorporated by reference in this Prospectus.
Any request for such  information  should be addressed to Aetna Life Insurance
and Annuity Company, 151 Farmington Ave., Hartford, Connecticut 06156.

                                       2

<PAGE>

                               TABLE OF CONTENTS
                                                                         Page

   
AVAILABLE INFORMATION....................................................  2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE..........................  2
SUMMARY INFORMATION......................................................  5
SPECIAL TERMS............................................................  7
  Current Value..........................................................  7
  Annuitant..............................................................  7
  Annuity Date...........................................................  8
  Annuity Option.........................................................  8
  Beneficiary............................................................  8
  Guaranteed Period......................................................  8
  Guaranteed Rate........................................................  8
  In Writing.............................................................  8
  You....................................................................  8
DESCRIPTION OF CONTRACTS.................................................  9
  The Application Process................................................  9
  Free Look..............................................................  9
  The Accumulation Period................................................ 10
    Guaranteed Periods and Guaranteed Rates.............................. 10
    Your Choices at the end of a Guaranteed Period....................... 11
    Withdrawals and Surrenders........................................... 12
    The Market Value Adjustment.......................................... 16
    Premium Taxes........................................................ 16
    Maintenance Fees..................................................... 17
    Death Benefit........................................................ 17
    Death Benefit Options Available to Your Beneficiary.................. 17
  Annuity Period......................................................... 18
    Selecting an Annuity Date............................................ 18
    Annuity Payments..................................................... 18
    Annuity Options...................................................... 19
    Payment Upon Death After Annuity Payments Begin...................... 20
INVESTMENTS.............................................................. 20
PARTICIPANT AND BENEFICIARY RIGHTS AND PRIVILEGES........................ 21
AMENDMENT OF THE CONTRACTS............................................... 22
DISTRIBUTION OF THE CONTRACTS............................................ 22
FEDERAL INCOME TAXES..................................................... 23
  The Company............................................................ 23
  Taxes You or Others Pay - Non-Qualified Contracts...................... 23
    Accumulation Period.................................................. 23
    Annuity Payments..................................................... 23
    Withdrawals Before the Annuity Date.................................. 24
    Penalty For Premature Withdrawals and Payments....................... 24
    

                                       3

<PAGE>

   
    Partial Annuitization................................................ 24
    Distribution-At-Death Rules.......................................... 24
    Certain Tax-Free Exchanges........................................... 25
  Taxes You or Other Pay - Qualified Contracts........................... 25
    Contracts Purchased As A Rollover Individual Retirement Annuity...... 25
    Withholding on Eligible Rollover Distributions....................... 26
    Qualified Pension, Profit-Sharing Plans, or Annuity Plans............ 26
    Tax Sheltered Annuities.............................................. 26
    Withholding of Taxes................................................. 27
    See Your Own Tax Adviser............................................. 27
LEGAL MATTERS............................................................ 27
EXPERTS.................................................................. 27
FURTHER INFORMATION...................................................... 28
INQUIRIES................................................................ 28
APPENDIX A:  Calculating A Market Value Adjustment
APPENDIX B:  Form 10-K For Fiscal Year Ended December 31, 1994
APPENDIX C:  Form 10-Q For Quarter Ended September 30, 1995
    

                                       4

<PAGE>

                              SUMMARY INFORMATION

     The  Contract is an annuity  contract  issued to you by the Company  that
allows  you to  invest  and  accumulate  funds  while  deferring  taxes on the
interest you earn.

     You make a single purchase  payment for a Contract.  The minimum purchase
payment is $10,000. You may make larger payments, or you may buy more than one
Contract.  Purchase  payments  over  $1,000,000  require the  Company's  prior
approval. Your purchase payment earns interest at fixed rates that the Company
guarantees  will not change during certain fixed  periods.  The interest rates
that we guarantee are called  Guaranteed  Rates,  and the fixed periods during
which these rates are guaranteed are called Guaranteed Periods.

     When you purchase a Contract,  you select the Guaranteed  Period you want
from among those the Company then  offers.  Except as  described  below,  your
purchase payment will earn interest at the Guaranteed Rate for the duration of
the Guaranteed Period you select. Guaranteed Periods always start on the first
business  day of the month.  During the period of time  between  the date your
purchase  payment  is  credited  and the start of the  Guaranteed  Period  you
select, your purchase payment earns interest at the Guaranteed Rate applicable
to the Guaranteed Period you selected. The Guaranteed Rates offered will never
be less than the minimum guaranteed interest rate stated in the Contract.  The
Company  offers  Guaranteed  Periods of one to 10 years.  You may divide  your
single purchase  payment among any of the various  Guaranteed  Periods that we
offer,  but you must invest at least  $1,000 in any single  Guaranteed  Period
selected.

     Except  for  Contracts  issued in the State of New York,  for  Guaranteed
Periods  of  greater  than  one year  more  than  one  Guaranteed  Rate may be
applicable  during a Guaranteed  Period.  For example,  a Guaranteed Period of
five  years may apply one  Guaranteed  Rate for the first  year,  a  different
Guaranteed  Rate for the next two years,  and a third  Guaranteed Rate for the
last two years.

     At the end of any  Guaranteed  Period,  you can  elect  to  reinvest  the
current value of your Contract in another  Guaranteed  Period then  available,
withdraw  all or part of your current  value,  or choose to start your annuity
payments,  subject to certain  restrictions.  The  Company  will notify you at
least 18 days  before  the end of any  Guaranteed  Period  in  which  you have
current  value.  If you make no election,  the current  value of your Contract
automatically will be reinvested for a Guaranteed Period equal to the one just
completed,  or if not  available,  the next  shortest  Guaranteed  Period then
available. If no such shorter Guaranteed Period is available, the next longest
Guaranteed Period will be used.

     THE  COMPANY'S  MANAGEMENT  WILL  MAKE  THE  FINAL  DETERMINATION  AS  TO
GUARANTEED  RATES TO BE  DECLARED.  THE  COMPANY  CANNOT  PREDICT  NOR CAN THE
COMPANY  GUARANTEE  WHAT THE  GUARANTEED  RATES WILL BE FOR FUTURE  GUARANTEED
PERIODS UNTIL SUCH RATES ARE DECLARED. (See "Guaranteed Periods and Guaranteed
Rates.")

     You may withdraw all or part of your Contract's current value at anytime.
However,  such  withdrawals  may be subject to a surrender fee, a Market Value
Adjustment, a deduction for premium taxes and maintenance fees, and/or federal
income taxes and tax penalties.  Except as described below, a surrender fee is
imposed on any amount of your purchase payment withdrawn

                                       5

<PAGE>

during the first seven years of your Contract.  For purposes of this fee it is
assumed that you are  withdrawing  all or a portion of your  purchase  payment
first, not your earnings. The amount of the surrender fee is initially 7%, and
declines  periodically  thereafter to 0% after the seventh year. The surrender
fee is not  applicable  to any amounts  withdrawn  at the end of a  Guaranteed
Period if  appropriate  notice has been given.  The  surrender fee is also not
applicable to any amounts used to provide annuity payments.

     After you own your Contract for one year, you are entitled to one Special
Withdrawal  per year, up to a maximum amount equal to 10% of the current value
of your Contract at the time of your withdrawal. Also, if the current value of
your  Contract  exceeds  $25,000,  you can  arrange  a program  of  Systematic
Withdrawals,  which allows you to withdraw specified amounts or percentages of
your  Contract's  current  value or to withdraw  amounts over  specified  time
periods that you determine.  Similarly,  for Contracts purchased as Individual
Retirement Annuities,  if you are at least age 70 1/2 and the current value of
your Contract exceeds $25,000, you can arrange a program of annual withdrawals
through the Estate  Conservation  Option,  which is designed to provide annual
payments in an amount equal to the minimum distribution that is required to be
withdrawn each year under the federal tax laws. Surrender fees do not apply to
Special  Withdrawals,  Systematic  Withdrawals or withdrawals under the Estate
Conservation  Option or the Nursing Home Waiver,  but such  withdrawals may be
subject to taxes,  penalties  and  withholding  taxes.  (See  "Federal  Income
Taxes.")

   
     A Market Value  Adjustment  is an  adjustment  applied to any amounts you
withdraw  prior  to the  end of  your  Guaranteed  Period.  The  Market  Value
Adjustment may increase or decrease the amount of your withdrawal.  The Market
Value  Adjustment  reflects  the  change  in  value  of your  investment  in a
Guaranteed  Period due to changes in  interest  rates  since the start of that
Guaranteed Period.  Generally, when interest rates decrease, the value of your
investment  increases,  and the Market  Value  Adjustment  amount is positive.
Conversely,  when  interest  rates  increase,  the  value  of your  investment
decreases,  and the Market Value  Adjustment  amount is negative.  If interest
rates increase significantly, upon the withdrawal of the current value of your
Contract before the end of the Guaranteed Period, the amount you receive could
be less than the amount you  invested at the start of the  Guaranteed  Period.
The amount of the Market Value  Adjustment  is determined by using the formula
described  in  Appendix  A. The  Market  Value  Adjustment  does not  apply to
Systematic  Withdrawals or withdrawals under the Estate  Conservation  Option,
but it is applicable to Special  Withdrawals and withdrawals under the Nursing
Home  Waiver.  The  Market  Value  Adjustment  also does not apply to  amounts
withdrawn at the end of your Guaranteed Period, if appropriate notice has been
given.
    

     Under certain emergency conditions,  the Company may defer payment of any
withdrawal,  including surrenders,  for a period not exceeding six months from
the date of receipt of a withdrawal or surrender request.

     You choose when you want your  annuity  payments to start.  Your  annuity
payments can start  anytime after the first year of your  Contract,  upon your
selection of an annuity  option.  You may use all or part of the current value
of your Contract to provide annuity payments. If your

                                       6

<PAGE>

annuity  payments  start before the end of your  Guaranteed  Period,  a Market
Value Adjustment may be applied to any amounts used to start annuity payments.
The annuity option you select also determines the number, amount and frequency
of your annuity  payments.  Your annuity payments can be for a fixed period of
time,  for your life,  for the life of another  person you select,  or for the
joint lives of you and another person.

     The Contract also provides a death  benefit,  which is paid if you or the
annuitant  die before your  annuity  payments  start.  The amount of the death
benefit  equals the current  value of your  Contract,  provided that the death
benefit is paid within six months of the death of the annuitant. If paid after
six months of the date of death of the  annuitant,  or if paid upon your death
and you are not the  annuitant,  the death benefit equals the current value of
your  Contract  as  adjusted  by  any  applicable   Market  Value  Adjustment.
Additionally,  if you die and you are not the  annuitant,  the  death  benefit
payable  will be  subject  to a  surrender  fee,  if  applicable.  In  certain
circumstances,  your  beneficiary  or joint  holder  may have  the  option  to
continue the Contract rather than receiving the death benefit.

     The  Company  currently  pays all state and local  premium  taxes on your
Contract when due. The Company  recovers  applicable taxes paid on your behalf
by deducting an  appropriate  amount from the current  value of your  Contract
when  annuity  payments  start,  or earlier upon  surrender of your  Contract.
Currently,  such taxes range up to 3.5% of the amount of current  value of the
Contract used for annuity  payments.  The Company reserves the right to deduct
premium taxes at any time from your purchase payment or from the current value
of your Contract  based upon the Company's  determination  of when such tax is
due.


                                SPECIAL TERMS

     As used in this  Prospectus,  the  following  terms  have  the  indicated
meanings:


Current Value

     As of any given date, your purchase payment plus interest credited,  less
any amount  withdrawn or used to provide annuity  payments.  The Current Value
will also reflect any deduction for premium taxes, in the event such taxes are
deducted from your purchase  payment,  and any deduction for maintenance fees,
if such fees are applicable.

Annuitant

     The person whose life is measured for purposes of the duration of annuity
payments or the payment of the death benefit. This individual is designated by
you in your application.  Prior to the Annuity Date you may request In Writing
to change the designated  Annuitant,  but any such change is only effective if
approved by the Company.

                                       7

<PAGE>

Annuity Date

     The date your annuity  payments  start under an annuity option you elect.
This date may be any time after the first year of your  Contract,  and will be
the later of the Annuitant's 85th birthday,  or the tenth  anniversary of your
purchase payment, unless you elect otherwise.


Annuity Option

     The method you select for your annuity payments to be made.


Beneficiary

     The person(s) entitled to receive any payment from the Contract upon your
death,  the death of the Annuitant if not you, or the death of a joint holder,
as  applicable.  This person is  designated by you in your  application.  If a
joint holder dies,  the surviving  joint holder will be deemed the  designated
Beneficiary,  and any other  Beneficiary  on  record  will be  treated  as the
contingent Beneficiary.


Guaranteed Period

     The period for which Guaranteed Rates are credited.


Guaranteed Rate

     The interest rate that we guarantee to pay during Guaranteed Periods.


In Writing

     A written  form  satisfactory  to the Company and received at its offices
addressed to: Aetna Life Insurance and Annuity Company, 151 Farmington Avenue,
Hartford, Connecticut 06156.

You

     The person who owns and holds the Contract.  You may have a joint holder,
but  only  if such  joint  holder  is your  spouse.  With  respect  to a group
contract,  "you" refers to the person or persons who has or have been issued a
certificate  under the group  contract.  Where there are joint  holders of the
Contract,  each must join in making  any  request or  election  or to take any
action pursuant to the Contract.

                                       8

<PAGE>

                           DESCRIPTION OF CONTRACTS

The Application Process

     To begin the application process, you must submit a completed application
and your purchase  payment to the Company for approval.  The minimum  purchase
payment is $10,000.  The Company  retains the right to limit the amount of the
maximum purchase payment,  and all purchase  payments over $1,000,000  require
the Company's  approval.  You may not make any  additional  purchase  payments
under an existing Contract.  However, additional Contracts may be purchased by
eligible persons at the then prevailing Guaranteed Rates and terms.

     The Company will accept or reject an application within two business days
of its receipt. If the application is incomplete,  the Company may hold it and
any  accompanying  purchase  payment for five days. A purchase  payment may be
held for longer  periods only with your  consent,  pending  acceptance  of the
application. If the application is accepted, a Contract will be issued to you.
If the application is rejected,  the application and any purchase payment will
be returned to you.

     If your  application  is properly  completed and accepted by the Company,
your  purchase  payment  becomes part of the Company's  general  assets and is
credited  to an account  established  for you.  The Company  will  confirm the
crediting of your  purchase  payment In Writing  within five  business days of
receipt of your properly completed application.  You start earning interest on
your purchase payment beginning on the effective date of your Contract,  which
is the date your purchase payment is credited.

     A Contract may be purchased as a rollover  Individual  Retirement Annuity
by  transferring  amounts  previously  accumulated  (rollover  amounts)  under
another  Individual  Retirement  Annuity or an Individual  Retirement  Account
under  Section 408 of the  Internal  Revenue Code of 1986 ("Tax  Code"),  or a
retirement  plan qualified  under Section 401 or 403 of the Tax Code.  Certain
qualified and non-qualified plans may also purchase a Contract.  (See Appendix
A.)

     The  Company  reserves  the right to reject an  application  and, in such
case,  any  purchase  payment  will be returned to you without  interest.  The
Company will deliver your Contract  within a reasonable time after receipt and
acceptance of your properly completed application and purchase payment.


Free Look

     You may  cancel  your  Contract  within ten days of  receiving  it (or as
otherwise  provided by state law) by giving Aetna written notice and returning
your  Contract.  Upon  cancellation,  the Company  will  return your  purchase
payment  to  you  within   seven  days  after  it  receives   your  notice  of
cancellation.

                                       9

<PAGE>

The Accumulation Period

     Guaranteed Periods and Guaranteed Rates

     In your application you select the Guaranteed  Period you want from among
those Guaranteed Periods the Company then offers.  Your purchase payment earns
interest  at  the  Guaranteed  Rate  applicable  to  that  Guaranteed  Period.
Guaranteed Periods always start on the first business day of the month. During
the period of time between the date your purchase  payment is credited and the
start of the  Guaranteed  Period you  selected,  your  purchase  payment earns
interest  at the  Guaranteed  Rate  applicable  to the  Guaranteed  Period you
selected.  The Company offers Guaranteed  Periods ranging in duration from one
to 10 years.  You may divide your  single  purchase  payment  among any of the
various  Guaranteed Periods that we offer, but you must invest at least $1,000
in any single  Guaranteed  Period  selected,  and not less than $10,000 in all
Guaranteed  Periods selected.  Except for Contracts issued in the State of New
York, for Guaranteed Periods of greater than one year more than one Guaranteed
Rate may be applicable during one Guaranteed Period. For example, a Guaranteed
Period  of five  years may apply one  Guaranteed  Rate for the first  year,  a
different  Guaranteed Rate for the next two years, and a third Guaranteed Rate
for the last two years.

     All  Guaranteed  Rates are stated in terms of  effective  annual  rate of
return;  that is, a Guaranteed Rate reflects a full year's interest.  Interest
you  earn is  credited  daily  at a rate  that  will  provide  the  guaranteed
effective rate of return over the period of one year assuming  reinvestment of
all  interest  earned.  Guaranteed  Rates will never be less than the  minimum
guaranteed  interest  rate stated in the  Contract.  The Company  reserves the
right to offer, from time to time,  Guaranteed Rates to prospective  investors
that are higher than those offered to current  Contract owners with respect to
Guaranteed Periods of the same duration.

     The example  below shows how interest will be credited to you during each
Guaranteed  Period.  The  hypothetical  interest  rate used in this example is
illustrative only and is not intended to predict future Guaranteed Rates to be
offered under the  Contract.  Actual  Guaranteed  Rates offered may be more or
less than those shown. The example assumes no withdrawals of any amount during
the entire seven year Guaranteed Period illustrated.  Accordingly, the example
does not give effect to any surrender fee, Market Value Adjustment,  deduction
for premium taxes and  maintenance  fees, or federal  income taxes or possible
tax  penalties.   (See   "Withdrawals  and  Surrenders,"   "The  Market  Value
Adjustment," and "Premium Taxes," below, and "Federal Income Taxes.")


<TABLE>
             Example of Interest Crediting at the Guaranteed Rate

             <S>                                         <C>    
             Purchase Payment:                           $20,000
             Guaranteed Period:                          7 years
             Guaranteed Rate:                            6.00% per annum
</TABLE>


                                      10

<PAGE>

     The  Guaranteed  Rate is applied in this  example by using the  following
formula: 1 + the Guaranteed Rate = 1.06.

Current Value at end of Contract Year 1 =    $21,200.00  ($20,000.00 x 1.06)

Current Value at end of Contract Year 2 =    $22,472.00  ($21,200.00 x 1.06)

Current Value at end of Contract Year 3 =    $23,820.32  ($22,472.00 x 1.06)

Current Value at end of Contract Year 4 =    $25,249.54  ($23,820.32 x 1.06)

Current Value at end of Contract Year 5 =    $26,764.51  ($25,249.54 x 1.06)

Current Value at end of Contract Year 6 =    $28,370.38  ($26,764.51 x 1.06)

Current Value at end of Guaranteed Period =  $30,072.61  ($28,370.38 x 1.06)

Total Interest Credited in Guaranteed Period = $10,072.61 ($30,072.61 - $20,000)

Current Value at end of Guaranteed Period = $30,072.61 ($20,000.00 + $10,072.61)

     The Company will determine the Guaranteed Rates it offers periodically at
its sole  discretion.  The Company has no specific formula for determining the
rate  of  interest  that it will  declare  as  future  Guaranteed  Rates.  The
determination of Guaranteed Rates will reflect interest rates available on the
types of debt  instruments in which the Company intends to invest the proceeds
attributable to the Contracts.  (See  "Investments.") The Company's management
will also consider various other factors in determining Guaranteed Rates for a
given  Guaranteed  Period,  such as  regulatory  and tax  requirements,  sales
commissions  and  administrative   expenses,   general  economic  trends,  and
competitive   factors.   The   Company's   management   will  make  the  final
determination as to Guaranteed Rates to be offered. The Company cannot predict
nor guarantee future levels of guaranteed interest rates above a contractually
guaranteed  minimum  rate nor  guarantee  what  rates  will be  offered in the
future.


     Your Choices at the end of a Guaranteed Period

     At  least 18 days  prior to the end of a  Guaranteed  Period  under  your
Contract,  the Company will send you a notice that your  Guaranteed  Period is
about to end. At the end of your  Guaranteed  Period,  you can do three things
with the amount you have accumulated for that Guaranteed  Period: (1) reinvest
all or part of it in another  Guaranteed  Period;  (2) withdraw all or part of
it; or (3) use all or part of it to start your annuity payments. These choices
also can be used in combination.  For example,  you could withdraw part of the
amount you have accumulated,  and reinvest the balance;  or reinvest part, and
use the balance to start annuity payments. Each of

                                      11

<PAGE>

these choices has certain  consequences,  which you should consider carefully.
(See  "Withdrawals and  Surrenders,"  below, and "Annuity Period" and "Federal
Income Taxes.")

     Once you  decide  what you want to do with  the  Current  Value  for that
Guaranteed  Period, you must advise the Company of your decision In Writing by
completing an election  form. To be effective,  your  completed  election form
must be received by the Company In Writing at least five days prior to the end
of the  Guaranteed  Period  to which it  applies.  If you  decide  you want to
reinvest the Current  Value of your  Contract  for a Guaranteed  Period of the
same duration as the one just ending, you need not take any action.

     IF THE COMPANY DOES NOT RECEIVE YOUR PROPERLY  COMPLETED ELECTION FORM IN
TIME,  OR IF NO FORM IS  RECEIVED,  YOUR Current  Value WILL BE  AUTOMATICALLY
REINVESTED FOR A Guaranteed  Period EQUAL TO THE Guaranteed Period JUST ENDED.
If no such Guaranteed Period is then being offered, the Guaranteed Period with
the next shortest duration will be used. If no such shorter  Guaranteed Period
is available,  the next longest  Guaranteed  Period will be used. Your Current
Value  will  then earn  interest  at the  Guaranteed  Rate  applicable  to the
Guaranteed  Period  automatically  selected  for you.  The Company will mail a
confirmation  statement to you the next  business day after the  completion of
your just ended  Guaranteed  Period advising you of the new Guaranteed  Period
and Guaranteed Rate.

     Withdrawals and Surrenders

General

     At any time  prior to the  time  your  annuity  payments  start,  you may
surrender  all  or  part  of the  Current  Value  of  your  Contract.  Partial
surrenders are referred to in this Prospectus as "withdrawals."  If, after any
withdrawal,  the  Current  Value of your  contract  is less than  $2,500,  the
Company  may  terminate  your  Contract  upon 90 days  notice  and  refund the
remaining  balance to you. If you withdraw all your  Current  Value,  you must
surrender  your  Contract.  To make a partial  withdrawal or to surrender your
Contract,  you must properly  complete a withdrawal  request or surrender form
provided  by the  Company,  and  submit  it to the  Company  In  Writing.  All
withdrawals  and any  surrender  may be subject to a  surrender  fee, a Market
Value  Adjustment,  a deduction for premium taxes and  maintenance  fees,  and
federal income taxes and tax penalties. All applicable fees and deductions are
deducted from the amount of your  withdrawal  in accordance  with the terms of
your Contract.  Any Market Value  Adjustment  applicable to your withdrawal or
surrender may either increase or decrease the amount paid to you. (See "Market
Value  Adjustment,"  below.)  Accordingly,  if you request  that you receive a
specific dollar amount upon  withdrawal,  the amount  actually  withdrawn from
your  Contract  may be more or less  than the  requested  dollar  amount.  The
Company will, upon request, inform you in advance of the amount payable upon a
withdrawal or surrender.  Amounts  withdrawn are withdrawn on a pro rata basis
from each of the Guaranteed Periods under the Contract.

                                      12

<PAGE>

Fees Applicable to Withdrawals and Surrenders

     Upon any  withdrawal  or  surrender,  a surrender  fee of up to 7% may be
deducted from the amount  withdrawn,  depending on the length of time that has
passed since your initial  purchase  payment was  credited.  The surrender fee
only  applies  to the  amount  of your  purchase  payment  withdrawn,  but for
purposes of this fee it is assumed that you are  withdrawing  all or a portion
of your purchase payment first, not your earnings.  This assumption,  however,
does not apply for tax purposes. (See "Federal Income Taxes.") The chart below
indicates the percentage fee applied to amounts you withdraw.

 ------------------------------------------------------------------------------
 Surrender Fee

  Years since initial
  payment credited:             0     1     2     3     4     5     6     7

  Fee as a percentage
  of payment withdrawn:         7%    7%    6%    6%    5%    4%    2%    0%
 ------------------------------------------------------------------------------

     The  surrender  fee  and  Market  Value  Adjustment  are  waived  and not
applicable  to any  amounts  withdrawn  at the  end  of a  Guaranteed  Period,
provided that five days prior to the end of that Guaranteed  Period we receive
notice of the  withdrawal  In  Writing.  The  surrender  fee and Market  Value
Adjustment,  however, remain applicable to any amount you reinvest for another
Guaranteed  Period.  For  purposes of applying  the  surrender  fee,  all time
periods are measured from the date your initial  purchase payment is credited,
even if you reinvest all or part of your Current  Value in another  Guaranteed
Period.  Once the  surrender  fee declines to 0%, it is no longer  applicable,
regardless of how long you own your Contract.

     For example,  assume that the first Guaranteed Period you select is for 5
years.  Further assume that at the end of this 5 year Guaranteed  Period,  you
decide to reinvest the Current Value of your  Contract for another  Guaranteed
Period  of 4 years.  Assume  you then  make a  withdrawal  (but not a  Special
Withdrawal,  as described  below) during the second year of the new Guaranteed
Period.  Because  six years  have  passed  since  your  purchase  payment  was
credited,  you  would pay a 2%  surrender  fee,  even  though  you could  have
withdrawn  all or part of the Current Value of your Contract at the end of the
first 5 year Guaranteed Period without paying a surrender fee. However, if you
make a  withdrawal  during the third  year of the new  Guaranteed  Period,  or
anytime thereafter,  you would pay no surrender fee, because seven years would
have passed since your purchase payment was credited.

     If you surrender your Contract and the Current Value is less than $2,500,
the surrender fee will be waived,  provided you have not withdrawn any amounts
within the prior 12 months.  The  surrender  fee is also waived if the Company
terminates  your Contract  because its Current  Value is less than $2,500.  In
both cases, a Market Value Adjustment will be applied, and a deduction will be
made for any premium taxes and maintenance fees, if applicable.

                                      13

<PAGE>

Special Withdrawals

     After you own your  Contract for one year,  you have the  opportunity  to
make one Special  Withdrawal  per year  without  paying a surrender  fee.  The
maximum  amount of the Special  Withdrawal  equals 10% of the Current Value of
your  Contract at the time the Company  receives  your  withdrawal  request In
Writing.  This  opportunity is only available for the first withdrawal of each
year, and all subsequent  withdrawals  during that year will be subject to the
surrender  fee,  even if you did not  withdraw  the full 10% with  your  first
withdrawal.  If your first  withdrawal for the year is in excess of 10% of the
Current  Value of your  Contract,  only the  excess  amount  is  subject  to a
surrender fee. A Market Value Adjustment is applicable to any amounts that you
withdraw,  and you also may be required to pay taxes and tax  penalties.  (See
"Federal Income Taxes.")


The Systematic Withdrawal Option

     If the Current Value of your Contract  exceeds  $25,000,  you can elect a
program of automated  partial  withdrawals  through the Systematic  Withdrawal
Option  ("SWO").  SWO allows you to withdraw  either a  specified  amount or a
percentage of your Contract's  value, or to withdraw  amounts over a specified
time  period that you  determine,  within  certain  limits  described  in your
Contract.  SWO payments can be made on a monthly or quarterly  basis,  and the
amount of each payment is determined by dividing the designated  annual amount
by the number of payments due each calendar  year.  SWO payments are withdrawn
pro rata from each of the Guaranteed Periods under your Contract.

     SWO is available under three payment  methods:  the specified  percentage
method,  the specified  payment method,  and the specified period method.  The
terms and conditions applicable to each of these payment methods are described
in your Contract.

     If you elect SWO under a  Contract  purchased  as a  rollover  Individual
Retirement  Annuity,  and  under  the Tax Code you are  required  each year to
withdraw a minimum  distribution  amount,  if the SWO  payment for any year is
less than the minimum required distribution, the SWO payment will be increased
to an amount equal to the minimum distribution amount.

     If you  participate  in SWO, you may not utilize a Special  Withdrawal to
make  additional  withdrawals  from your  Contract.  Once elected,  SWO may be
cancelled at anytime by  submitting a request In Writing to the Company.  Once
cancelled,  SWO may not be elected  again by you or your spousal  Beneficiary.
The Company reserves the right to change the terms of SWO for future elections
and to discontinue the  availability  of this option upon notice.  The Company
also reserves the right to establish the date when you may first elect SWO.

     Surrender  fees  and  the  Market  Value   Adjustment  do  not  apply  to
withdrawals  received  under SWO, but you may be required to pay taxes and tax
penalties on any amounts that you withdraw. (See "Federal Income Taxes.")

                                      14

<PAGE>

The Estate Conservation Option

     If you are at least  age 70 1/2 and the  Current  Value of your  Contract
exceeds  $25,000,  you can  arrange a program  of annual  partial  withdrawals
through the Estate  Conservation  Option  ("ECO").  ECO is available  only for
Contracts  purchased  as a  rollover  Individual  Retirement  Annuity,  and is
designed  to  provide  annual  payments  in an  amount  equal  to the  minimum
distribution  that is required to be  withdrawn  each year under the Tax Code.
ECO payments are withdrawn pro rata from each of the Guaranteed  Periods under
your Contract.  The Company will,  upon request,  inform you in advance of the
amount payable under ECO.

     Surrender  fees do not apply to  withdrawals  received under ECO, and the
Market Value  Adjustment also is not  applicable.  You will be required to pay
taxes on any amounts that you withdraw. (See "Federal Income Taxes.")

     If you  participate  in ECO, you may not utilize a Special  Withdrawal to
make  additional  withdrawals  from your  Contract.  Once elected,  ECO may be
cancelled at anytime by  submitting a request In Writing to the Company.  Once
cancelled,  ECO may not be elected  again  until 36 months have  elapsed.  The
Company reserves the right to change the terms of ECO for future elections and
to discontinue the availability of this option upon notice.


The Nursing Home Waiver

     The Nursing Home Waiver provides that if you have owned your Contract for
over one year, and the Annuitant has spent at least 45  consecutive  days in a
licensed  nursing care facility,  then the surrender fee will be waived if you
withdraw or surrender any portion of the Current Value of your Contract within
three  years  of the  Annuitant's  admission  to such  licensed  nursing  care
facility.  The Market Value  Adjustment  applies to withdrawals and surrenders
under the Nursing Home  Waiver,  and you also may be required to pay taxes and
tax penalties on any amounts that you withdraw.  (See "Federal Income Taxes.")
The Nursing  Home Waiver may not be available in all states and does not apply
if the  Annuitant  was in a licensed  nursing care facility when you purchased
your Contract.


Payment Upon Withdrawal or Surrender

     Under certain emergency conditions,  the Company may defer payment of any
withdrawal  or surrender  for a period not  exceeding  six months from date of
receipt of a withdrawal or surrender request.

                                      15

<PAGE>

     The Market Value Adjustment

     The amount  payable  upon a withdrawal  or surrender  before the end of a
Guaranteed  Period may be increased or  decreased  by the  application  of the
Market Value  Adjustment.  When  applicable,  the Market Value  Adjustment  is
applied to the amount withdrawn or surrendered. If your annuity payments start
before the end of your  Guaranteed  Period,  a Market Value  Adjustment may be
applied to any  amounts  used to start  annuity  payments.  The  Market  Value
Adjustment  will not be applied to Systematic  Withdrawals  or to  withdrawals
under the Estate  Conservation  Option.  The Market Value Adjustment also does
not  apply to  amounts  withdrawn  at the end of your  Guaranteed  Period,  if
appropriate notice has been given.

     The  Market  Value  Adjustment  reflects  the change in the value of your
investment  due to changes in interest rates since the start of the Guaranteed
Period under your Contract.  When interest rates  increase,  the value of your
investment  decreases  and the Market  Value  Adjustment  amount is  negative.
Conversely,  when  interest  rates  decrease,  the  value  of your  investment
increases,  and the Market  Value  Adjustment  amount is  positive.  Because a
Market  Value  Adjustment  can be positive  or  negative,  it may  increase or
decrease the amount of your withdrawal before the end of a Guaranteed Period.

     The Company imposes a Market Value Adjustment for several  reasons.  Upon
withdrawal  of money from your  Contract,  the Company  may need to  liquidate
certain assets or use existing cash flow that would  otherwise be available to
invest at current  interest rates.  The assets that are liquidated may be sold
at a profit or a loss,  depending upon market conditions.  This profit or loss
could affect the determination of Guaranteed  Rates. (See "Guaranteed  Periods
and Guaranteed Rates," above.) To lessen this impact,  certain withdrawals are
subject to a Market Value Adjustment.

   
     For an explanation of how the Market Value Adjustment is calculated,  see
Appendix A.
    


     Premium Taxes

     Several states and local  governments  impose a premium or similar tax on
annuities.  Currently,  such taxes  range up to 3.5% of either  your  purchase
payment or the amount  accumulated  in your  Contract that you use for annuity
payments.  The Company initially will pay all state-imposed premium or similar
taxes  applicable  to your  Contract.  These taxes will be  deducted  from the
amounts that you use for annuity payments  immediately  prior to the time your
annuity payments begin. If you surrender your Contract,  or at your death your
Beneficiary  elects  to  receive  a lump sum  distribution,  a charge  will be
deducted  for any premium  taxes paid on your behalf for which the Company has
not been reimbursed. The Company reserves the right to deduct premium taxes at
any time from your purchase payment or from the Current Value of your Contract
based upon the Company's  determination  of when such tax is due. In the event
that  premium  taxes are  deducted  from your  purchase  payment,  the  amount
invested in a Guaranteed  Period will be equal to the amount of your  purchase
payment reduced by any applicable premium tax.

                                      16

<PAGE>

     Maintenance Fees

     Prior to the time your annuity payments start, an annual  maintenance fee
may be deducted from the Current Value of your Contract on each anniversary of
your  Contract's  effective date and upon the surrender of your Contract.  The
terms and  conditions  under which the  maintenance  fee may be  deducted  are
stated in your Contract.


     Death Benefit

     In  your   application  to  purchase  a  Contract,   you  will  select  a
Beneficiary.  If you or the Annuitant die before  annuity  payments  begin,  a
death benefit will be paid to your Beneficiary in accordance with the terms of
your  Contract.  If a joint holder dies,  the  surviving  joint holder will be
deemed the designated Beneficiary, and any other Beneficiary on record will be
treated as the contingent Beneficiary. If the Contract holder is not a natural
person,  the death  benefit  will be payable at the death of the  Annuitant or
upon any change of the Annuitant.

     The  amount  of the  death  benefit  equals  the  Current  Value  of your
Contract,  provided  that the death  benefit is paid  within six months of the
death of the  Annuitant.  If the death benefit is paid after six months of the
date of death of the Annuitant, or if paid upon your death and you are not the
Annuitant,  it equals the  Current  Value of your  contract as adjusted by any
applicable Market Value Adjustment.  Additionally,  if you die and you are not
the Annuitant,  the death benefit  payable will be subject to a surrender fee,
if  applicable.  The death  benefit is calculated as of the date of receipt of
notification In Writing of due proof of death and the Beneficiary's  claim. In
certain circumstances, your Beneficiary or joint holder may have the option to
continue the Contract rather than receiving the death benefit.

     You may change the Beneficiary  you previously  designated at any time by
submitting notice In Writing to the Company.  The change will not be effective
until received and recorded by the Company.


     Death Benefit Options Available to Your Beneficiary

     If you die before annuity  payments begin,  or, if the Contract holder is
not a natural person and the Annuitant dies before annuity payments begin, any
Beneficiary  under the Contract who is an individual  has several  options for
receiving  payment of the death benefit.  The death benefit may be paid in one
lump sum payment,  or all or part of such amounts may be used to start annuity
payments using the Annuity Options  available  under the Contract.  Unless the
designated  Beneficiary is your spouse,  all death benefits paid as a lump sum
must be distributed within five years of the date of death. If the Beneficiary
elects to  receive  a lump sum  payment,  a charge  will be  deducted  for any
premium  taxes  paid on  your  behalf  for  which  the  Company  has not  been
reimbursed.  A spousal Beneficiary also may elect to exercise all rights under
the Contract.

                                      17

<PAGE>

     If you are an  individual  who is not the  Annuitant,  and the  Annuitant
dies,  your  Beneficiary  may elect  either to apply all of the death  benefit
amount to any Annuity Option  available  under the Contract  within 60 days of
the date of death, or to receive such amount as a lump sum payment.


Annuity Period

     Selecting an Annuity Date

     You select the Annuity Date for your Contract, which is the date you want
your annuity  payments to start under an Annuity Option that you select.  This
date may be any time  after the first year of your  Contract,  and will be the
later of the  Annuitant's  85th  birthday  or the  tenth  anniversary  of your
purchase payment, unless you elect otherwise.

     You can change your Annuity  Date by notifying  the Company In Writing at
least 30 days before your annuity payments are to begin.

   
     Regardless  of your Annuity  Date,  your annuity  payments will not begin
until you have selected an Annuity Option. Failure to select an Annuity Option
on your Annuity  Date, or  postponement  of the Annuity Date past the later of
the  Annuitant's  85th  birthday  or the tenth  anniversary  of your  purchase
payment,  may  have  adverse  tax  consequences.  You  should  consult  with a
qualified  tax  adviser  if you are  considering  either of these  courses  of
action.
    


     Annuity Payments

     You may apply all or a portion of the Current  Value of your  Contract to
provide annuity payments.  Annuity payments are made to you unless you request
otherwise.  You can request  that we send  annuity  payments to any person you
name, or have the payments deposited directly in any bank account.  After your
death, we will send any annuity payments still due to the Beneficiary you have
selected. You may be required to pay taxes on portions of the annuity payments
you receive. (See "Federal Income Taxes.")

     Annuity  payments  are made  monthly  unless  you  request  that  annuity
payments be made  quarterly,  semi-annually  or annually.  You may change your
request In Writing at any time. The amount of each annuity  payment depends on
how much of your Current Value,  less  applicable  premium  taxes,  you use to
start your  annuity  payments,  and the  Annuity  Option  that you  elect.  No
election may be made that would result in a first annuity payment of less than
$50 or total yearly annuity payments of less than $250. If the amount you have
accumulated in your Contract as of the Annuity Date is  insufficient  to elect
an Annuity  Option for the minimum amount  specified,  you will receive a lump
sum  payment.  After  any  two  full  consecutive  years,  measured  from  the
anniversary of the effective date of your Contract, and upon 90 days notice to
you,  the  Company  may  terminate a rollover  Individual  Retirement  Annuity
Contract if the paid-up benefit at maturity

                                      18

<PAGE>

would be less than $20 per month.  Instead of electing annuity  payments,  you
may request that the Company make a lump sum payment. No surrender fee will be
applied to any amounts used to start annuity payments, although a Market Value
Adjustment may be applicable.


     Annuity Options

     You can elect to have your annuity payments made:

          (1) for the life of your designated Annuitant or joint Annuitant;

          (2) for the life of the Annuitant but guaranteed for a minimum of 5,
              10, 15 or 20 years;

          (3) for the life of two Annuitants; or

          (4) for a stated period of time (10 to 30 years).

     You must notify the Company In Writing of the Annuity  Option  elected at
least 30 days prior to the Annuity  Date.  You may change your election at any
time up to 30  days  before  your  annuity  payments  start.  If your  annuity
payments  start  before  the end of your  Guaranteed  Period,  a Market  Value
Adjustment will be applied to any amounts used to start annuity  payments.  If
the Annuity  Option  selected is one of the first three listed above (i.e.,  a
lifetime  annuity),  only a positive Market Value  Adjustment will be applied.
Once you elect for  annuity  payments  to begin,  you may not elect to instead
receive a lump sum payment.

     If you choose an annuity for life but  guaranteed for a minimum number of
years,  when the annuity  payments  start,  the age of the Annuitant  plus the
number  of years  for  which  payments  are  guaranteed  must not  exceed  95.
Additionally,   federal  income  tax  requirements   currently  applicable  to
Individual  Retirement  Annuities  provide that the period of years guaranteed
may not be any greater than the joint life  expectancies  of the payee and his
or her designated Beneficiary.

     Further, if you choose an annuity for the life of two Annuitants, annuity
payments  will continue  until both  Annuitants  have died.  When this Annuity
Option is chosen, you must choose one of the following:

          (1) 100% of the payment to continue after the first death;

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

          (3) 50% of the payment to continue after the first death;

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

                                      19

<PAGE>

          (5) 100% of the  payment  to  continue  at the  death of the  second
              Annuitant and 50% of the payment to continue at the death of the
              Annuitant.

     Payment Upon Death After Annuity Payments Begin

     Upon the death of either the Annuitant or the surviving  joint  Annuitant
after annuity payments start, the amount payable,  if any, to your Beneficiary
depends on the Annuity Option  currently in force. Any amounts payable must be
paid at least as rapidly as under the method of  distribution in effect at the
Annuitant's death.

     If you die after annuity  payments  start and you are not the  Annuitant,
any remaining  payments will continue to be made to your  Beneficiary at least
as rapidly as under the method of distribution in effect at your death.


                                  INVESTMENTS

     Purchase   payments   received  under  the  Contracts  and  allocated  to
Guaranteed Periods will be invested by the Company under the laws of the State
of  Connecticut.  You have no  priority  claims  on, or  participation  in the
performance  of, such assets.  All such assets are the property of the Company
and  available  to meet the  guarantees  under the  Contracts  and the general
obligations of the Company.

     The  assets  of the  Company  will be  invested  in  accordance  with the
requirements  established  by applicable  state laws  regarding the nature and
quality of investments  that may be made by life  insurance  companies and the
percentage  of their assets that may be committed  to any  particular  type of
investment. In general, these laws permit investments, within specified limits
and  subject to certain  qualifications,  in  federal,  state,  and  municipal
obligations,  corporate  bonds,  preferred  and  common  stocks,  real  estate
mortgages, and certain other investments.

     The Company has no specific formula for establishing the Guaranteed Rates
for the Guaranteed Periods. The Company expects the rates to be influenced by,
 but not necessarily  correspond to, the yields on the fixed income  securities
to be acquired  with amounts that are allocated to the  Guaranteed  Periods at
the time that the Guaranteed Rates are established.

     The Company  intends to invest in assets which,  in the  aggregate,  have
characteristics,  especially  cash flow  patterns,  reasonably  related to the
characteristics of the liabilities.  Various  immunization  techniques will be
used to  achieve  the  objective  of close  aggregate  matching  of assets and
liabilities.  The Company  will  primarily  invest in  investment-grade  fixed
income securities including:

                                      20

<PAGE>

     o   Securities  issued by the United States Government or its agencies or
         instrumentalities,  which issues may or may not be  guaranteed by the
         United States Government.

     o   Debt securities  that are rated, at the time of purchase,  within the
         four highest  grades  assigned by Moody's  Investors  Services,  Inc.
         (Aaa, Aa, A or Baa) or Standard & Poor's  Corporation  (AAA, AA, A or
         BBB) or any other nationally recognized rating service.

     o   Other debt instruments,  including,  but not limited to, issues of or
         guaranteed by banks or bank holding  companies  and of  corporations,
         which obligations,  although not rated by Moody's, Standard & Poor's,
         or other  nationally  recognized  rating  firms,  are  deemed  by the
         Company's  management  to have an  investment  quality  comparable to
         securities which may be purchased as stated above.

     o   Commercial  paper,  cash or cash  equivalents,  and other  short-term
         investments  having  a  maturity  of less  than one  year  which  are
         considered by the Company's  management  to have  investment  quality
         comparable to securities which may be purchased as stated above.

     In  addition,  the Company may invest in futures and  options.  Financial
futures and related  options  thereon and options on securities  are purchased
solely for nonspeculative hedging purposes. In the event the securities prices
are  anticipated  to  decline,  the  Company  may sell a futures  contract  or
purchase  a put  option on  futures  or  securities  to  protect  the value of
securities it holds. Similarly, if securities prices are expected to rise, the
Company  may  purchase a futures  contract or a call  option  thereon  against
anticipated positive cash flow or may purchase options on securities.

WHILE THE FOREGOING GENERALLY DESCRIBES THE COMPANY'S INVESTMENT STRATEGY, THE
COMPANY IS NOT  OBLIGATED TO INVEST THE ASSETS  ATTRIBUTABLE  TO THE CONTRACTS
ACCORDING TO ANY PARTICULAR STRATEGY, EXCEPT AS MAY BE REQUIRED BY CONNECTICUT
AND OTHER STATE  INSURANCE  LAWS,  NOR WILL THE  GUARANTEED  RATES THE COMPANY
ESTABLISHES  NECESSARILY  RELATE TO THE  INVESTMENT  PERFORMANCE  THE  COMPANY
EXPERIENCES.


               PARTICIPANT AND BENEFICIARY RIGHTS AND PRIVILEGES

     You  have the  sole  and  absolute  power  to  exercise  all  rights  and
privileges under the Contract,  except as otherwise  provided by the Contract.
Your rights  under the Contract  may be assigned or  transferred.  The Company
will not be bound by an assignment  unless and until notice of such assignment
is submitted In Writing and such assignment is accepted by

                                      21

<PAGE>

the Company.  The Company assumes no responsibility for the validity or effect
of any assignment. The Company reserves the right not to accept any assignment
or transfer to a nonnatural  person.  In some cases,  an  assignment  may have
adverse  tax  consequences.  You should  consult a tax adviser  regarding  the
consequences of an assignment.


                          AMENDMENT OF THE CONTRACTS

     Only an  authorized  officer of the  Company  may change the terms of the
Contract.  The  Company  will  notify you In Writing of any such  change.  The
Company  reserves the right to modify the Contract to meet the requirements of
applicable state or federal laws or regulations.


                         DISTRIBUTION OF THE CONTRACTS

     The Company will serve as the  underwriter of the Contracts being offered
by this  Prospectus.  The Company is  registered as a  broker-dealer  with the
Securities and Exchange Commission and is a member of the National Association
of  Securities  Dealers,  Inc.  ("NASD").  As  underwriter,  the Company  will
contract with one or more other registered broker-dealers who are NASD members
("Distributors")  to offer and sell the Contracts.  Sales compensation paid to
Distributors  will not exceed 6 1/2 percent of the purchase payment made for a
Contract.  Alternatively,  the Company may pay asset-based sales  compensation
annually to Distributors that will not exceed 1 1/4 percent of the assets held
under  a  Contract.  At  its  discretion,  the  Company  may  also  pay  sales
compensation to Dealers based on both a percentage of the purchase payment and
the  assets  held  annually  under a  Contract.  The  Company  and one or more
affiliates   may   also   sell  the   Contracts   directly.   All   registered
representatives  of the Distributors must also be licensed as insurance agents
to sell the Contracts.

     The Company may also contract with independent third party broker-dealers
who will act as wholesalers by assisting the Company in finding broker-dealers
interested in acting as Distributors  for the Company.  These  wholesalers may
also provide  training,  marketing and other sales  related  functions for the
Company and the Distributors and may provide certain  administrative  services
to the  Company in  connection  with the  Contracts.  The Company may pay such
wholesalers   compensation  based  on  purchase  payments  for  the  Contracts
purchased through Distributors selected by the wholesaler.

     The  Company  may also  designate  third  parties to provide  services in
connection with the Contracts such as reviewing  applications for completeness
and compliance with insurance requirements and providing the Distributors with
approved  marketing  material,  prospectuses or other supplies.  These parties
will also receive payments based on purchase  payments for their services,  to
the extent such payments are allowed by applicable securities

                                      22

<PAGE>

laws and NASD rules.  All costs and expenses related to these services will be
paid by the Company.

                             FEDERAL INCOME TAXES

The Company

     The Company is taxed as a life insurance  company under the Tax Code. The
assets  underlying  the  Contracts  will be owned by the  Company.  The income
earned on such assets will be the Company's income.

     The  Company  assumes  no  responsibility   for  determining   whether  a
particular   individual  retirement  annuity  plan  satisfies  the  applicable
requirements  of the Tax Code or whether a  particular  person is eligible for
such a plan.


Taxes You or Others Pay - Non-Qualified Contracts

     Non-qualified  Contracts are those used other than in  connection  with a
rollover Individual Retirement Annuity or tax-favored  retirement program such
as an employee benefit plan.


     Accumulation Period

     The Contracts are considered  annuity  contracts  under Section 72 of the
Tax Code.  Currently,  no Federal  income tax is payable on  increases  in the
value of the Contract  (such as interest  credited to you) until  payments are
made to you or another payee under such  Contract.  However,  a Contract owned
other than by a natural  person is not  generally  an annuity for tax purposes
and any increase in value thereunder is currently taxable as ordinary income.


     Annuity Payments

     Annuity  payments are in part taxable to you or another payee as ordinary
income, and in part nontaxable. The nontaxable portion of each annuity payment
is that portion of your  purchase  payment  returned to you.  This  nontaxable
portion is determined by dividing the "investment in the contract" (generally,
your  purchase  payment with certain  adjustments)  by the amount of "expected
return"  during  the time  that  periodic  payments  are to be made,  and then
multiplying by the amount of the payment.  The balance of the annuity  payment
is taxable.

                                      23

<PAGE>

     Withdrawals Before the Annuity Date

     Partial  withdrawals  prior to the Annuity Date, other than those used to
provide annuity payments, and total surrenders at any time, will be taxable to
you as ordinary income to the extent that the Contract's Current Value exceeds
your  "investment  in the  contract"  at that time.  For tax  purposes,  it is
assumed that you are withdrawing all or a portion of your earnings first,  not
your purchase payment.

     If you  assign or pledge  any part of your  Current  Value,  the value so
pledged or assigned is treated like a withdrawal for tax purposes. Transfer of
ownership  without full and adequate  consideration  is treated for income tax
purposes as a taxable surrender of the Contract.  Transfers between spouses or
incident to divorce are not subject to this rule.


   
     Penalty For Premature Withdrawals and Payments

     In addition to being included in ordinary income,  the taxable portion of
any withdrawal or payment made before you reach age 59 1/2 may be subject to a
10 percent penalty tax. The penalty tax does not apply to, among other things,
payments  made on account of your death or becoming  disabled,  or to payments
made in substantially  equal periodic payments,  not less than annually,  over
the life (or life  expectancy)  of the payee or over the joint  lives (or life
expectancies) of the payee and a designated Beneficiary.


     Partial Annuitization

     Prior to the Annuity  Date,  you may  withdraw a portion of your  Account
Value and use it to provide  annuity  payments,  while  leaving the  remaining
portion of your Account Value invested in one or more Guaranteed Periods.  The
Tax Code and the regulations  thereunder do not  specifically  address the tax
treatment  applicable  to payments  provided  pursuant to the exercise of this
type of option. The Company takes the position that payments provided pursuant
to this  option  are  taxable as annuity  payments,  and not as a  withdrawal.
However,  because the tax treatment of such payments is currently unclear, you
should  consult with a qualified tax adviser if you are  considering a partial
annuitization of your Contract.
    


     Distribution-At-Death Rules

     In  order to be  treated  for tax  purposes  as a  non-qualified  annuity
Contract, a non-qualified Contract must provide the following two distribution
rules:  (a) if you die on or after the  Annuity  Date,  and  before the entire
interest in the Contract has been distributed,  the remainder of your interest
will be distributed at least as quickly as the method in effect on your death;
and (b) if you die before the Annuity Date, your entire interest must

                                      24

<PAGE>

generally be distributed  within five years after the date of death, or if the
interest  is  payable  to a  designated  Beneficiary,  such  interest  must be
annuitized over the life of that  Beneficiary or a period not extending beyond
the life expectancy of that  Beneficiary,  beginning within one year after the
date of death. A "designated  Beneficiary"  is any individual  designated as a
Beneficiary by you. If the designated Beneficiary is your spouse, the Contract
(together  with  the  deferral  of  tax  on  the  accrued  and  future  income
thereunder) may be continued in the name of the spouse.

     Where the  holder  of the  Contract  is not an  individual,  the  primary
Annuitant   is   considered   the  owner,   solely  for  the  purpose  of  the
distribution-at-death  rules.  The primary  Annuitant  is the  individual  the
events in whose life are of primary  importance  in  affecting  the timing and
payment under a Contract. In addition,  when the holder of the Contract is not
an  individual,  a change in the primary  Annuitant is treated as the death of
the holder of the Contract.


     Certain Tax-Free Exchanges

     Section 1035 of the Tax Code provides generally that no gain or loss will
be  recognized  under the exchange of a life  insurance,  endowment or annuity
contract for an annuity contract. Thus, a properly completed exchange from one
of these types of  products  into a Contract  pursuant to the special  annuity
contract  exchange form the Company provides for this purpose is not generally
a taxable event under the Tax Code, and the investment in the Contract will be
the same as in the exchanged product.

     Because of the  complexity  of these and other tax aspects in  connection
with an exchange,  a tax adviser  should be  consulted  before any exchange is
made.


Taxes You or Others Pay - Qualified Contracts

     Contracts may also be used with several types of  tax-favored  retirement
programs,  such as a rollover  Individual  Retirement  Annuity or an  employee
benefit plan. The tax rules  applicable to  participants in such programs vary
according to the type of program and the terms and  conditions  of the program
itself.


     Contracts Purchased As A Rollover Individual Retirement Annuity

     The  Contract  may  be  purchased  as a  rollover  Individual  Retirement
Annuity,  by transferring  amounts previously  accumulated  (rollover amounts)
under another Individual  Retirement Annuity, an Individual Retirement Account
(as defined by the Tax Code),  or a retirement  plan qualified  under Sections
401 or 403 of the Tax Code.

                                      25

<PAGE>

     For Contracts purchased as a rollover Individual  Retirement Annuity, the
Tax Code requires that minimum  distributions must begin no later than April 1
of the year  following  the year in which you attain age 70 1/2. When payments
under an  Individual  Retirement  Annuity  Contract are made in the form of an
annuity,  or in a  single  sum  such as on  surrender  of the  Contract  or by
withdrawal,  the entire payment is generally taxed as ordinary  income.  As in
the case of non-qualified Contracts, certain distributions, such as those made
prior to your reaching 59 1/2, may be subject to a 10% penalty.


     Withholding on Eligible Rollover Distributions

     If you wish to rollover  your entire  Current Value to or from a rollover
Individual  Retirement  Annuity,  you  should  have  it paid  directly  to the
successor  plan.   Otherwise,   your  distribution  will  be  subject  to  20%
withholding.   Consult  a  qualified   tax  adviser   before   taking  such  a
distribution.


     Qualified Pension, Profit-Sharing Plans, or Annuity Plans

     Sections 401(a) and 403(a) of the Tax Code permit corporate employers and
self-employed  individuals to establish  various types of retirement plans for
employees.  Such  retirement  plans may permit the  purchase of  Contracts  to
provide benefits thereunder.  The plan trustee must be the Contract holder and
Beneficiary  of  Contracts   used  in  such  plans.   The  Tax  Code  contains
requirements  with  respect  to  commencement  of  minimum  distributions  and
premature  withdrawals  similar to those  applicable  to  rollover  Individual
Retirement Annuities.


     Tax Sheltered Annuities

     Tax Code Section 403(b) permits the purchase of Contracts by employees of
 public   schools   and  certain   charitable,   educational   and   scientific
organizations  described  in Tax  Code  Section  501(c)(3).  These  qualifying
employers  may make  contributions  to the  Contracts for the benefit of their
employees.  Such  contributions  are not includible in the gross income of the
employee  until the employee  receives  distributions  from the Contract.  The
amount of  contributions  to the  Contract  used in  connection  with Tax Code
Section  403(b)  is  limited  to  certain  maximums  imposed  by the Tax Code.
Furthermore,  the Tax Code sets forth additional  restrictions  governing such
items as transferability,  distributions,  non-discrimination and withdrawals.
The Tax Code contains  requirements  with respect to  commencement  of minimum
distributions  and  premature  withdrawals  similar  to  those  applicable  to
rollover Individual Retirement Annuities.

                                      26

<PAGE>

     Withholding of Taxes

     The Company is obligated to withhold taxes from certain  payments  unless
the recipient elects otherwise. The withholding rate varies depending upon the
nature and the amount of the  distribution.  The  Company  will  notify you or
another payee in advance of the first payment of his or her right to elect out
of  withholding  and  furnish a form on which the  election  may be made.  Any
election  must be received by the Company In Writing in advance of the payment
in order to avoid withholding.


     See Your Own Tax Adviser

     The above  description  of Federal  income tax  consequences  of owning a
Contract  and of the  qualified  retirement  plans  which may be funded by the
Contracts is only a brief  summary and is not intended as tax advice.  The tax
rules  applicable to the  Contracts  and to tax qualified  plans are extremely
complex and often difficult to understand.  Anything less than full compliance
with the  applicable  rules,  all of which are  subject to change from time to
time, can have adverse tax consequences. The taxation of an Annuitant or other
payee has become so  complex  and  confusing  that great care must be taken to
avoid adverse tax consequences.  For further  information you should consult a
qualified tax adviser.


                                 LEGAL MATTERS

     The validity of the interests under the Contracts offered hereby has been
passed upon for the Company by Susan E. Bryant, Esq.


                                    EXPERTS

     The  consolidated   financial  statements  of  the  Company  and  related
consolidated  financial  statement schedules as of December 31, 1994 and 1993,
and for each of the years in the  three-year  period ended  December 31, 1994,
have been  incorporated  by reference and included herein in reliance upon the
reports  of KMPG Peat  Marwick  LLP,  independent  auditors,  incorporated  by
reference and appearing  herein and upon the authority of said firm as experts
in accounting and auditing.

     The reports of KPMG Peat Marwick LLP on the above-mentioned  consolidated
financial  statements and related  consolidated  financial statement schedules
refer to a change in 1993 in the Company's  methods of accounting  for certain
investments in debt and equity  securities and  reinsurance  contracts,  and a
change in 1992 in the  Company's  methods of  accounting  for income taxes and
postretirement benefits other than pensions.

                                      27

<PAGE>

                              FURTHER INFORMATION

     This Prospectus does not contain all of the information  contained in the
registration statement of which the Prospectus is a part, and certain portions
of the  registration  statement  have been  omitted  pursuant to the rules and
regulations  of the  Securities and Exchange  Commission.  The  information so
omitted may be obtained from the offices of the Commission, as set forth under
"Available Information," upon payment of the prescribed fee.


                                   INQUIRIES

     You may direct  inquiries by writing  directly to us at the address shown
on the cover page of this Prospectus or by calling 1-800-531-4547.

                                      28
<PAGE>

                                  APPENDIX A

                     CALCULATING A MARKET VALUE ADJUSTMENT


The Market Value Adjustment Formula

     The  mathematical  formula used to determine the Market Value  Adjustment
is:

                   x
         (1 + i)  ---
         -------  365
         (1 + j)  

Where:
         i is the Deposit Period Yield;
         j is the Current Yield; and
         x is the number of days  remaining  (computed  from  Wednesday of the
           week of withdrawal) in the Guaranteed Period.


Explanation of the Market Value Adjustment Formula

     The Market Value  Adjustment  essentially  involves a  comparison  of two
yields:  the yield available at the start of the current  Guaranteed Period of
your Contract (the "Deposit Period Yield") and the yield  currently  available
(the "Current  Yield").  An adjustment is needed to reflect the period of time
remaining in the Guaranteed Period of your contract.

     The Market Value  Adjustment  Amount depends on the  relationship  of the
Deposit Period Yield of U.S. Treasury Notes that mature in the last quarter of
the Guaranteed Period, to the Current Yield of such U.S. Treasury Notes at the
time of withdrawal. In general, if the Current Yield is the lesser of the two,
the Market  Value  Adjustment  will  decrease  the amount  withdrawn  from the
Contract to satisfy the withdrawal request; if the Current Yield is the higher
of the two, the Market Value  Adjustment  will  increase the amount  withdrawn
from the Contract to satisfy the withdrawal request. As a result of the Market
Value  Adjustment  imposed,  the  amount  withdrawn  or  transferred  from the
Contract  prior to the Maturity Date may be less than the amount paid into the
Contract.

     To  determine  the Deposit  Period Yield and the Current  Yield,  certain
information  must be obtained  about the prices of outstanding  U.S.  Treasury
issues.  This information may be found each business day in publications  such
as The Wall Street  Journal.  This newspaper  publishes the  yield-to-maturity
percentages  for all Treasury  Notes as of the preceding  business day.  These
percentages  are used in determining  the Deposit Period Yield and the Current
Yield for the Market Value Adjustment calculation.

                                       1

<PAGE>

Deposit Period Yield

     Determining  the  Deposit  Period  Yield in the Market  Value  Adjustment
calculation  involves  consideration of interest rates prevailing at the start
of the  Guaranteed  Period  from  which the  withdrawal  will be made.  First,
identify  the  Treasury  Notes  that  mature in the last  three  months of the
Guaranteed  Period.  Then,  list the  yield-to-maturity  percentages  of these
Treasury  Notes for the last business day of each week in the Deposit  Period.
Average these percentages to determine the Deposit Period Yield.

     For  example,  if the  Guaranteed  Period  matures  in May 1998,  use the
Treasury Notes that mature in March,  April,  and May 1998. Then, if the start
of the Guaranteed  Period from which the withdrawal  will be made is May 1995,
the yield-to-maturity  percentages of the above Treasury Notes on May 5, 1995,
May 12,  1995,  May 19, 1995,  and May 26, 1995 are  averaged.  This  averaged
figure (shown as a percentage) is the Deposit Period Yield.


Current Yield

     To determine the Current Yield,  use the same Treasury  Notes  identified
for the Deposit  Period  Yield:  Treasury  Notes that mature in the last three
months of the Guaranteed Period.  However, the  yield-to-maturity  percentages
used are those for the last business day of the week preceding the withdrawal.
Average these percentages to determine the Current Yield.

     The   following   are  examples  of  Market  Value   Adjustment   ("MVA")
calculations  using  several  hypothetical  Deposit  Period Yields and Current
Yields. These examples do not include the effect of any surrender fee that may
be assessed under the Contract upon withdrawal.


EXAMPLE 1

Assumptions:

         i, the Deposit Period Yield, is 8%
         j, the Current Yield, is 10%
         x, the number of days remaining  (computed from Wednesday of the week
            of withdrawal) in the Guaranteed Period, is 927.

                                   x
         MVA      =        (1+i)  ---
                           -----  365
                           (1+j) 

                                 927
                  =        1.08  ---
                           ----  365
                           1.10 

                  =        .9545


                                       2

<PAGE>

     In this  example the Deposit  Period Yield of 8% is less than the Current
Yield of 10%,  therefore,  the  Market  Value  Adjustment  is less than 1. The
amount withdrawn from the Guaranteed Period is multiplied by this Market Value
Adjustment.

     If a withdrawal  or transfer of a stated  percentage  is  requested,  the
value  withdrawn  from a Guaranteed  Period will reflect the  deduction of the
negative Market Value Adjustment Amount.  However, if a withdrawal or transfer
request of a specific dollar amount is requested,  the amount withdrawn from a
Guaranteed  Period will be increased  to  compensate  for the negative  Market
Value Annuity Amount. For example, a withdrawal request to receive a check for
$2,000 would result in a $2,095.34 withdrawal from the Guaranteed Period.

Assumptions:

         i, the Deposit Period Yield, is 5%
         j, the Current Yield, is 6%
         x, the number of days remaining  (computed from Wednesday of the week
            of withdrawal) in the Guaranteed Period, is 927.

                                   x
         MVA      =        (1+i)  ---
                           -----  365
                           (1+j)  

                                 927
                  =        1.05  ---
                           ----  365
                           1.06  

                  =        .9762

     In this  example the Deposit  Period Yield of 5% is less than the Current
Yield of 6%, therefore, the Market Value Adjustment is less than 1. The amount
withdrawn  from the  Guaranteed  Period is  multiplied  by this  Market  Value
Adjustment.

     If a withdrawal  or transfer of a stated  percentage  is  requested,  the
value  withdrawn  from a Guaranteed  Period will reflect the  deduction of the
negative Market Value Adjustment Amount.  However, if a withdrawal or transfer
request of a specific dollar amount is requested,  the amount withdrawn from a
Guaranteed  Period will be increased  to  compensate  for the negative  Market
Value Adjustment  Amount. For example, a withdrawal request to receive a check
for $2,000 would result in a $2,048.76 withdrawal from the Guaranteed Period.

                                       3

<PAGE>

EXAMPLE II

Assumptions:

         i, the Deposit Period Yield, is 10%
         j, the Current Yield, is 8%
         x, the number of days remaining  (computed from Wednesday of the week
            of withdrawal) in the Guaranteed Period, is 927.

                                   x
         MVA      =        (1+i)  ---
                           -----  365
                           (1+j)  

                                   927
                  =        (1.10)  ---
                           ------  365
                           (1.08)  

                  =        1.0477

     In this  example  the  Deposit  Period  Yield of 10% is greater  than the
Current Yield of 8%, therefore, the Market Value Adjustment is greater than 1.
The amount  withdrawn from the Guaranteed  Period is multiplied by this Market
Value Adjustment.

     If a withdrawal  or transfer of a stated  percentage  is  requested,  the
value  withdrawn  from a  Guaranteed  Period will  reflect the addition of the
positive Market Value Adjustment Amount.  However, if a withdrawal or transfer
request of a specific dollar amount is requested,  the amount withdrawn from a
Guaranteed  Period will be  decreased  to reflect the  positive  Market  Value
Adjustment  Amount.  For example,  a withdrawal request to receive a check for
$2,000 would result in a $1,908.94 withdrawal from the Guaranteed Period.


Assumptions:

         i, the Deposit Period Yield, is 5%
         j, the Current Yield, is 4%
         x, the number of days remaining  (computed from Wednesday of the week
            of withdrawal) in the Guaranteed Period, is 927.

                                   x
         MVA      =        (1+i)  ---
                           -----  365
                           (1+j)  

                                   927
                  =        (1.05)  ---
                           ------  365
                           (1.04)  

                  =        1.0246

                                       4

<PAGE>

     In this  example  the  Deposit  Period  Yield of 5% is  greater  than the
Current Yield of 4%, therefore, the Market Value Adjustment is greater than 1.
The amount  withdrawn from the Guaranteed  Period is multiplied by this Market
Value Adjustment.

     If a withdrawal  or transfer of a stated  percentage  is  requested,  the
value  withdrawn  from a  Guaranteed  Period will  reflect the addition of the
positive Market Value Adjustment Amount.  However, if a withdrawal or transfer
request of a specific dollar amount is requested,  the amount withdrawn from a
Guaranteed  Period will be  decreased  to reflect the  positive  Market  Value
Adjustment  Amount.  For example,  a withdrawal request to receive a check for
$2,000 would result in a $1,951.98 withdrawal from the Guaranteed Period.

                                       5

<PAGE>
                                  APPENDIX B
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   Form 10-K

             Annual Report Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934

The registrant meets the conditions set forth in General  Instruction  J(1)(a)
and (b) of Form  10-K and is  therefore  filing  this  Form  with the  reduced
disclosure format.

For the fiscal year ended December 31, 1994    Commission file number 33-23376

                   Aetna Life Insurance and Annuity Company
 -----------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)

             Connecticut                                     71-0294708
 -----------------------------------------------------------------------------
   (State or other jurisdiction of                        (I.R.S. Employer
    incorporation or organization)                       Identification No.)

  151 Farmington Avenue, Hartford, Connecticut                 06156
 -----------------------------------------------------------------------------
    (Address of principal executive offices)                 (ZIP Code)

Registrant's telephone number, including area code     (203) 273-0978
                                                       ---------------

Securities registered pursuant to Section 12(b) of the Act:  None
Securities registered pursuant to Section 12(g) of the Act:  None

Indicate  by check  mark  whether  the  registrant  (1) has filed all  reports
required to be filed by Section 13 or 15(d) of the Securities  Exchange Act of
1934  during the  preceding  12 months (or for such  shorter  period  that the
registrant  was  required to file such  reports),  and (2) has been subject to
such filing requirements for the past 90 days.
                   Yes ___X___              No _______

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein,  and will not be contained,  to the
best of registrant's  knowledge, in definitive proxy or information statements
incorporated  by reference  in Part III of this Form 10-K or any  amendment to
this Form 10-K.
                                  [X]

As of February 28, 1995 there were 55,000 shares of common stock  outstanding,
par value  $50 per  share,  all of which  shares  were held by Aetna  Life and
Casualty Company.

Documents Incorporated by Reference

Certain  portions of the  registrant's  S-1  Registration  Statements filed in
April 1994,  September  1994,  December 1994 and March 1995 and Aetna Life and
Casualty  Company's 1994 Proxy Statement filed in March 1994 are  incorporated
by reference into Part IV of this report.

                                      (1)
<PAGE>

                 AETNA LIFE INSURANCE AND ANNUITY COMPANY AND
               SUBSIDIARIES (A wholly owned subsidiary of Aetna
                          Life and Casualty Company)

                      Annual Report For 1994 on Form 10-K

                               TABLE OF CONTENTS



PART I                                                                   PAGE


Item  1.   Business**....................................................   3
Item  2.   Properties**..................................................  10
Item  3.   Legal Proceedings.............................................  10
Item  4.   Submission of Matters to a Vote of Security Holders*

PART II

Item  5.   Market for Registrant's Common Equity and Related
           Stockholder Matters...........................................  10
Item  6.   Selected Financial Data*
Item  7.   Management's Analysis of the Results of Operations**..........  11
Item  8.   Financial Statements..........................................  18
Item  9.   Disagreements on Accounting and Financial Disclosure..........  48

PART III

Item 10.   Directors and Executive Officers of the Registrant*
Item 11.   Executive Compensation*
Item 12.   Security Ownership of Certain Beneficial Owners and Management*
Item 13.   Certain Relationships and Related Transactions*

PART IV

Item 14.   Exhibits, Consolidated Financial Statement Schedules,
            and Reports on Form 8-K......................................  48


Index to Consolidated Financial Statement Schedules......................  50

Signatures...............................................................  55
Power of Attorney........................................................  56


** Item prepared in accordance with General Instruction J(2) of Form 10-K.
* Omitted pursuant to General Instruction J(2) of Form 10-K.

                                      (2)
<PAGE>

PART I

Item 1.  Business

Aetna Life  Insurance and Annuity  Company is a stock life  insurance  company
organized  in 1976  under  the  insurance  laws  of  Connecticut.  Aetna  Life
Insurance   and  Annuity   Company,   together  with  its  four  wholly  owned
subsidiaries,  Aetna  Insurance  Company  of  America,  Systematized  Benefits
Administrators,  Inc.,  Aetna  Private  Capital,  Inc.  and  Aetna  Investment
Services,  Inc., is herein called the "Company". The Company is a wholly owned
subsidiary of Aetna Life and Casualty Company  ("Aetna")  which,  with Aetna's
subsidiaries,  constitutes  one of the  largest  insurance/financial  services
organizations  in the United  States based on its assets at December 31, 1994.
The  Company's  Home  Office is located at 151  Farmington  Avenue,  Hartford,
Connecticut 06156.

The Company markets a variety of life insurance,  retirement and other savings
and investment  products including  individual and group annuities,  financial
services  and  mutual  funds.   The   Company's   products  are  designed  for
individuals,  pension plans, small businesses and  employer-sponsored  groups.
Effective December 31, 1994, the Company's  operations,  which previously were
reported in total,  will now be reported through two major business  segments:
Life  Insurance  and  Financial  Services,  to  better  reflect  the  way  the
businesses  are managed.  Prior  period  amounts  have been  reclassified  for
comparative purposes.

Life Insurance Segment

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

These products are marketed by independent  agents and brokers,  career agents
and registered representatives of selected broker-dealers.

The Company's universal life insurance product accounted for approximately 98%
of life  insurance  sales in 1994.  The Company's  in-force block of insurance
includes a sizable block of  traditional  ordinary life  insurance  originally
written by an affiliate,  Aetna Life Insurance  Company  ("Aetna  Life"),  and
transferred to the Company via a reinsurance  agreement in 1988 (see Note 8 of
the Notes to the  Consolidated  Financial  Statements).  This  closed  book of
business contributed 36% of the life insurance segment earnings in 1994.

Life  insurance  products  typically  require high costs to acquire  business.
Retention, an important driver of profitability, is encouraged through product
features. For example,  universal and interest-sensitive  whole life insurance
contracts  typically  impose  a  surrender  charge  on  policyholder  balances
withdrawn in the first seven to twenty years of the contract  life. The period
of time and level of the charge vary by product.  In addition,  more favorable
credited  rates and policy loan terms may be offered after  policies have been
in force for more than ten years. To also encourage retention,  life insurance
agents are typically paid renewal commissions or service fees.

                                      (3)

<PAGE>

The  environment  for life  insurance  products  is  highly  competitive.  The
Company's  sales have increased in a flat industry  environment as the Company
has differentiated  itself from others in the industry by offering competitive
products, quality service, and excellent financial strength.

Reserves for universal life and interest-sensitive  whole life products (which
are all  experience-rated)  are equal to cumulative  deposits less withdrawals
and charges,  plus credited interest  thereon,  plus/less net realized capital
gains/losses  (which  the  Company  reflects  through  credited  rates  on  an
amortized basis).  These reserves also reflect unrealized capital gains/losses
related to Financial  Accounting  Standard  ("FAS") No. 115 (see Note 1 of the
Notes to the Consolidated Financial Statements).  Reserves for all other fixed
individual  life  contracts  are  computed on the basis of assumed  investment
yield,  mortality,  morbidity  and  expenses  (including  a margin for adverse
deviation),  which generally vary by plan, year of issue and policy  duration.
These reserves are computed  amounts that,  with additions from premiums to be
received,  and with interest on such reserves  compounded  annually at assumed
rates, are expected to be sufficient to meet the Company's policy  obligations
in the event of an insured's death or other withdrawal requests.

Reinsurance   arrangements  with  affiliated  and   non-affiliated   insurance
companies are utilized to limit exposure to losses in excess of  predetermined
amounts per individual life. The Company's retention limit per individual life
is $2.0 million (see Notes 8 and 9 of the Notes to the Consolidated  Financial
Statements).

                                      (4)

<PAGE>

              Life Insurance in Force and Other Statistical Data*

The following table  summarizes  changes in individual life insurance in force
before  deductions  for  reinsurance  ceded to other  companies  for the years
indicated:

<TABLE>
<CAPTION>


 (millions, except as noted below)                     1994               1993               1992
 --------------------------------------------------------------------------------------------------
<S>                                                 <C>                <C>               <C>       
 Sales and additions:
        Direct:
           Permanent.............................   $  3,369.4         $  2,767.0        $  3,011.9
           Term..................................        559.9              237.2              87.5
        Assumed:
           Term..................................         --                 --                --
                                                    -----------------------------------------------
              Total..............................   $  3,929.3         $  3,004.2        $  3,099.4
                                                    ===============================================


 Terminations:
        Direct:
           Surrenders and Conversions............   $  1,316.4         $  1,632.6        $  1,753.2
           Lapses................................        860.9              816.7             947.1
           Other.................................        170.0              170.6             210.9
        Assumed:
            Surrenders and Conversions...........         59.4               80.3              95.3
           Lapses................................        303.9              376.2             532.5
           Other.................................         57.9               55.1              69.8
                                                    -----------------------------------------------
              Total..............................   $  2,768.5         $  3,131.5        $  3,608.8
                                                    ===============================================


 In force:
        Direct:
           Permanent.............................   $ 30,563.0          $29,507.1        $ 29,253.1
           Term..................................      1,621.3            1,095.2             964.9
        Assumed:
           Permanent.............................      1,244.8            1,344.9           1,456.9
           Term..................................      1,433.0            1,754.1           2,153.7
                                                    -----------------------------------------------
              Total..............................    $34,862.1          $33,701.3         $33,828.6
                                                    ===============================================

Number of direct policies in force (thousands)...        445.9              439.1             440.0
                                                    ===============================================

Average size of direct policy in force (thousands)  $     72.2         $     69.7        $     68.7
                                                    ===============================================


*  Only nonparticipating business is written by the Company.
</TABLE>

                                      (5)

<PAGE>

Financial Services Segment

The Company markets and services  individual and group annuity contracts which
offer  a  variety  of  funding  and  distribution  options  for  personal  and
employer-sponsored  retirement  plans  that  qualify  for tax  deferral  under
sections  401(k),  403(b),  408, and 457 of the Internal  Revenue Code.  These
contracts may be immediate or deferred.  These products are offered  primarily
to individuals,  pension plans, small businesses and employer-sponsored groups
in  the  healthcare,   government,  education  (collectively  "not-for-profit"
organizations) and corporate  markets.  The Company also offers individual and
group   non-qualified   tax  deferred  annuity  products  and  life  insurance
supplemental contracts. In addition, the Company writes structured settlements
of certain  liabilities.  The Company  acts as an  investment  adviser for its
affiliated  mutual funds (a retail fund - Aetna Series Fund, Inc. and variable
products  funds - Aetna Variable  Fund,  Aetna Income  Shares,  Aetna Variable
Encore Fund,  Aetna Investment  Advisers Fund,  Aetna Get Fund,  Series B) and
receives  advisory fees for its investment  management  services.  The Company
also  receives  from the Aetna Series Fund,  Inc.  service fees for  providing
administrative  and shareholder  services and distribution  fees for promoting
sales of the Adviser Class shares (see Note 8 of the Notes to the Consolidated
Financial Statements).

Pension  products are sold through  pension  professionals,  stock brokers and
third  party  administrators  who work  closely  with  salaried  field  office
employees. Annuity products and mutual funds are distributed primarily through
dedicated career agents and registered life brokers.

As with the Life  Insurance  segment,  product  retention  is a key  driver of
profitability.  To encourage  retention annuity  contracts  typically impose a
surrender charge on policyholder  balances  withdrawn in the first five to ten
years of the  contract.  The  period of time and level of the  charge  vary by
product. A new approach being incorporated into recent annuity product designs
replaces the surrender  charge with a requirement  that  withdrawals be spread
over a period of years for fixed account  options.  These contracts  typically
offer more favorable  credited rates and policy loan terms after policies have
been in force for more than ten years. Tax penalties on annuity  distributions
prior to age 59 1/2 provide an additional disincentive to premature surrenders
of annuity  balances,  but do not impede  transfers of those balances to other
insurance carriers.

In the pension and annuity  markets,  competition  arises from other insurance
companies,  banks, mutual funds and other investment  managers.  The Financial
Services segment has become more  competitive and customers'  retirement needs
have become more diverse and sophisticated.  The Company has responded to this
need with new investment choices and more flexible product features.

                                      (6)

<PAGE>

Reserves  for  limited  payment  contracts   (immediate  annuities  with  life
contingent  payout)  are  computed on the basis of assumed  investment  yield,
mortality,  morbidity and expenses (including a margin for adverse deviation),
which generally vary by plan, year of issue and policy duration.  Reserves for
investment  contracts  include  deferred  annuities  and  immediate  annuities
without life contingent payouts.  Reserves for deferred annuities are equal to
cumulative  deposits,  less  withdrawals and charges,  plus credited  interest
thereon.  Reserves for  immediate  annuities  without life  contingencies  are
computed amounts that, and with interest on such reserves  compounded annually
at assumed rates are expected to be  sufficient  to meet the Company's  policy
obligations.  Of those investment  contracts which are  experience-rated,  the
reserves  also reflect net realized  capital  gains/losses  (which the Company
reflects through credited rates on an amortized basis) and unrealized  capital
gains/losses related to FAS 115.

The  following  table  summarizes  assets under  management  for the principal
customer groups of the Financial  Services segment.  Amounts reflected exclude
unrealized  gains (losses) of $(337.7)  million and $646.2 million at December
31, 1994 and 1993, respectively,  related to market value adjustments required
under FAS 115. See Management's Analysis of the Results of Operations and Note
1 for further discussion on assets under management and FAS 115, respectively.

<TABLE>
<CAPTION>

 --------------------------------------------------------------------------------------------------
 (Millions)                                            1994               1993               1992
 --------------------------------------------------------------------------------------------------
<S>                                                 <C>                <C>               <C>
Corporate pensions                                  $  3,221.1         $  2,886.2        $  2,404.3
Not-for-profit organizations                          10,025.7            9,087.1           8,070.8
Individuals                                            4,882.8            3,981.0           3,169.2
                                            -------------------------------------------------------
                                            Total   $ 18,129.6         $ 15,954.3        $ 13,644.3
 --------------------------------------------------------------------------------------------------

</TABLE>
<TABLE>
<CAPTION>

Deposits, which are not included in premiums or revenue under FAS No. 97 ("FAS
97"), are shown in the following table for the years indicated:

 --------------------------------------------------------------------------------------------------
 (Millions)                                            1994              1993            1992
 --------------------------------------------------------------------------------------------------
<S>                                                 <C>              <C>              <C>

Corporate pensions                                  $   886.7        $    705.6       $    585.8
Not-for-profit organizations                          1,093.3           1,107.8            876.6
Individuals                                           1,081.3             715.5            434.9
                                            -------------------------------------------------------
                                            Total   $ 3,061.3        $  2,528.9       $  1,897.3
- ---------------------------------------------------------------------------------------------------
</TABLE>


General Account Investments

Consistent  with  the  nature  of the  contract  obligations  involved  in the
Company's operations,  the majority of the general account assets are invested
in   long-term,   debt   securities   such  as  corporate   debt   securities,
mortgage-backed  securities  and  government  securities.  It is  management's
objective that the portfolios be of high quality while  achieving  competitive
investment  yields and  returns.  Investment  portfolios  generally  match the
duration of the insurance liabilities they support. The general account of the
Company has been segmented to improve the  asset/liability  matching  process.
The duration of investments is monitored and security  purchases and sales are
executed with the objective of having  adequate funds available to satisfy the
Company's maturing liabilities.

                                      (7)

<PAGE>

Please see Investments on pages 16 and 17 of the Management's  Analysis of the
Results of Operations for a further discussion of investments. For information
concerning,  see  Notes  2  and  3 of  the  Notes  to  Consolidated  Financial
Statements.

Other Matters

Regulation

The insurance business of the Company is subject to comprehensive and detailed
regulation  and  supervision  throughout  the United  States.  The laws of the
various  jurisdictions  establish supervisory agencies with broad authority to
regulate,  among other things,  the granting of licenses to transact business,
trade  practices,  agent  licensing,  policy  forms,  underwriting  and claims
practices, reserve adequacy, insurer solvency, the maximum interest rates that
can be charged on life insurance  policy loans and the minimum rates that must
be provided  for  accumulation  of surrender  values,  the form and content of
required  financial  statements  and  the  type  and  amounts  of  investments
permitted.  The Company is required to file detailed  reports with supervisory
agencies  in each of the  jurisdictions  in  which it does  business,  and its
operations and accounts are subject to examination by such agencies at regular
intervals.

Although the federal  government  does not  directly  regulate the business of
insurance,  many  federal  laws do affect the  business.  Existing or recently
proposed  federal  laws  that may  significantly  affect or would  affect,  if
passed,  the  insurance  business  cover such  matters as  employee  benefits,
removal of barriers preventing banks from engaging in the insurance and mutual
fund businesses, the taxation of insurance companies, and the tax treatment of
insurance products.

Several states, including Connecticut,  regulate affiliated groups of insurers
such as the  Company  and  its  affiliates  under  insurance  holding  company
statutes.  Under such laws,  intercorporate  transfers  of assets and dividend
payments  from  insurance  subsidiaries  may be  subject  to prior  notice  or
approval,  depending on the size of such transfers and payments in relation to
the financial position of the Company making the transfer.  Changes in control
also are  regulated  under these laws.  As a  Connecticut-domiciled  insurance
company,  the  Company  is  subject  to  comprehensive  regulation  under  the
Connecticut insurance laws and by the Connecticut Insurance Department.

In recent years,  state  insurance  regulators have introduced and continue to
work on changes in statutory  accounting  practices and other  initiatives  to
strengthen  solvency   regulation.   The  National  Association  of  Insurance
Commissioners (NAIC) has adopted risk-based capital ("RBC") standards for life
insurers.  The RBC formula is a regulatory  tool  designed to identify  weakly
capitalized  companies  by  comparing  the  adjusted  surplus to the  required
surplus,  which  reflects the risk profile of the Company (RBC ratio).  Within
certain ratio changes,  regulators have increasing authority to take action as
the RBC ratio  decreases.  There are four levels of regulatory  action ranging
from requiring  insurers to submit a comprehensive plan to the state insurance
commissioner to when the state insurance commissioner places the insurer under
regulatory  control.  The  Company's  RBC  ratio  at  December  31,  1994  was
significantly above the levels which would require regulatory action.

                                      (8)

<PAGE>

The NAIC  also is  considering  several  other  solvency  related  regulations
including the  development  of a model  investment  law and  amendments to the
model  insurance  holding  company  law which would limit types and amounts of
insurance  company  investments.  In addition,  in recent years there has been
growing interest among certain members of Congress concerning possible federal
roles  in the  regulation  of the  insurance  industry.  Because  these  other
initiatives are in a preliminary stage, management cannot assess the potential
impact of their adoption on the Company.

Under  insurance  guaranty  fund laws existing in all states,  insurers  doing
business in those states can be assessed (up to prescribed limits) for certain
policyholder  or claimant  losses under  policies  issued by  companies  which
become  insolvent.  The  after tax  charges  to  earnings  for  guaranty  fund
obligations  for the years ended  December 31,  1994,  1993 and 1992 were $0.9
million, $0.9 million and $5.3 million,  respectively.  The amounts ultimately
assessed may differ from the amounts charged to earnings thus far because such
assessments  may not be made for several  years and will depend upon the final
outcome of regulatory proceedings.

The Company  provides a variety of products and  services to employee  benefit
plans that are covered by the Employee  Retirement Income Security Act of 1974
("ERISA").  In December 1993, in a case involving an employee benefit plan and
an insurance company, the United States Supreme Court ruled that assets in the
insurance   company's   general   account  that  were   attributable   to  the
non-guaranteed  portion of a group  pension  contract  issued to the plan were
"plan  assets"  for  purposes of ERISA and that the  insurance  company was an
ERISA  fiduciary with respect to those assets.  In reaching its decision,  the
Court  declined  to follow a 1975  Department  of Labor  ("DOL")  interpretive
bulletin that had suggested that insurance company general account assets were
not plan assets. The Company and other insurers are seeking clarification from
the  DOL of  the  effects,  if  any,  of the  decision  on  their  businesses.
Management is not currently  able to predict how the decision will  ultimately
affect its business.

Aetna Life  Insurance and Annuity  Company is regulated by the  Securities and
Exchange  Commission  ("SEC")  and  some  state  securities  regulators  as  a
broker-dealer and investment adviser.  Systematized  Benefits  Administrators,
Inc. and Aetna  Investment  Services,  Inc., two of the Company's wholly owned
subsidiaries, are regulated by the SEC, the National Association of Securities
Dealers,  Inc. and some state  regulators  as  broker-dealers.  The  Company's
variable products involve investments through Separate Accounts, some of which
are registered as investment  companies with the SEC, as are the retail mutual
funds and the  variable  mutual funds  offered by the  Company.  Additionally,
interests in some of the  Separate  Accounts,  the retail  mutual  funds,  the
variable  product  mutual  funds and certain  other  products  used as funding
vehicles for the  Company's  variable  products are  registered  with the SEC.
Shares of the retail  mutual  funds are also  registered  with the fifty state
securities regulators.

Miscellaneous

According to the Fortune  Service  500, as of December  31, 1993,  the Company
ranked  19th and  22nd  among  all  United  States  domiciled  life  insurance
companies  based upon total  assets and premium  income,  respectively.  As of
December 31, 1994, the Company had approximately 1,600 employees.

The Company's rating at February 7, 1995 by A.M. Best was A++ (Superior),  the
highest classification.

                                      (9)


<PAGE>

Management  believes  that the  Company's  computer  facilities,  systems  and
related procedures are adequate to meet its business needs. The Company's data
processing systems and backup and security policies,  practices and procedures
are regularly evaluated by the Company's  management and internal auditors and
are modified as considered necessary.

The Company is not dependent upon any single  customer and no single  customer
accounted for more than 10% of revenue in 1994. In addition,  neither  segment
of the  Company's  business  is  dependent  upon a  single  customer  or a few
customers, the loss of which would have a significant impact on the segment.

Item 2. Properties

The  Company  occupies  office  space  which is owned or leased by Aetna  Life
Insurance Company or other affiliates.  Expenses associated with these offices
are  allocated  on a direct and  indirect  basis to the  Company and the other
subsidiaries of Aetna.

Item 3. Legal Proceedings

The Company and its Board of Directors know of no material  legal  proceedings
pending to which the Company is a party or which would  materially  affect the
Company.


                                    PART II

Item 5. Market for Registrant's Common Equity and Related Stockholder Matters

All of the  Company's  outstanding  shares  are owned by its  parent  company,
Aetna.  For the years  ended  1994,  1993 and 1992,  the  Company  did not pay
dividends to Aetna.

The amount of  dividends  which may be paid by the  Company  to Aetna  without
prior  approval by the Insurance  Commissioner  of the State of Connecticut is
subject to various restrictions. Based upon these restrictions, the Company is
permitted a maximum of $70.9 million in dividend distributions in 1995.

                                     (10)

<PAGE>

Item 7. Management's Analysis of the Results of Operations

Consolidated Results of Operations: Operating Summary

<TABLE>
<CAPTION>
Operating Summary (millions)                                                    1994            1993              1992
 ------------------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>              <C>              <C>
Premiums                                                                     $   124.2        $    82.1        $    72.5
Charges assessed against policyholders                                           279.0            251.5            235.4
Net investment income                                                            917.2            911.9            848.1
Net realized capital gains                                                         1.5              9.5             13.4
Other income                                                                      10.3              9.5              6.7
        -----------------------------------------------------------------------------------------------------------------
        Total revenue                                                          1,332.2          1,264.5          1,176.1
        -----------------------------------------------------------------------------------------------------------------

Current and future benefits                                                      852.4            806.4            761.6
Operating expenses                                                               227.2            201.3            213.5
Amortization of deferred policy acquisition costs                                 36.1             37.7             32.9
        -----------------------------------------------------------------------------------------------------------------
        Total benefits and expenses                                            1,115.7          1,045.4          1,008.0
        -----------------------------------------------------------------------------------------------------------------
        Income before federal income taxes                                       216.5            219.1            168.1
Federal income taxes                                                              71.2             76.2             54.9
        -----------------------------------------------------------------------------------------------------------------
        Income before cumulative effect adjustments                              145.3            142.9            113.2

Cumulative effect adjustments, net of tax:
    Change in accounting for income taxes                                          -                -               22.8
    Change in accounting for postretirement benefits other than pensions           -                -              (13.2)
        -----------------------------------------------------------------------------------------------------------------
        Net income                                                          $    145.3        $   142.9        $   122.8
        =================================================================================================================
 ------------------------------------------------------------------------------------------------------------------------

Deposits not included in premiums above: (1)       Fully guaranteed         $    323.0        $   194.9        $   261.1
                                                   Experience-rated            1,134.2          1,207.9          1,028.1
                                                   Non-guaranteed              1,913.1          1,385.9            863.0
                                                   ----------------------------------------------------------------------
                                                   Total                    $  3,370.3        $ 2,788.7        $ 2,152.2
 ------------------------------------------------------------------------------------------------------------------------
Assets under management: (2)                       Fully guaranteed         $  2,542.6        $ 2,428.1        $ 2,306.6
                                                   Experience-rated            9,201.3          9,241.5          7,416.3
                                                   Non-guaranteed              8,223.2          7,111.0          5,894.5
                                                   ----------------------------------------------------------------------
                                                   Total                     $19,967.1        $18,780.6        $15,617.4
 ------------------------------------------------------------------------------------------------------------------------
<FN>
(1) Under FAS 97, certain deposits are not included in premiums or revenue.
(2) Under  FAS 115,  included  above  are net  unrealized  gains  (losses)  of
    $(386.4)  million  and  $747.1  million  at  December  31,  1994 and 1993,
    respectively.
</FN>
</TABLE>
<TABLE>
<CAPTION>

Overview
The Company's adjusted earnings (after-tax) follow (in millions):

                                                                                1994            1993              1992
                                                                           ----------------------------------------------
<S>                                                                          <C>              <C>              <C>
Income before cumulative effect adjustments                                  $ 145.3          $ 142.9          $ 113.2
 Less:
     Net realized capital gains                                                  1.0              6.2              8.8
                                                                     ----------------------------------------------------
Adjusted earnings                                                            $ 144.3          $ 136.7          $ 104.4
                                                                     ====================================================
</TABLE>

The Company's  adjusted earnings increased 6% in 1994 following a 31% increase
in 1993. The  improvement in 1994 adjusted  earnings  reflected an increase in
charges  assessed against  policyholders,  primarily due to an increase in the
volume of  business  in force,  partially  offset by  increases  in  operating
expenses,  primarily  related to the  implementation of a new annuity contract
administration  system.  The improvement in 1993 adjusted  earnings  reflected
increased  investment  income,  primarily  due to the increase in assets under
management, partially offset by a downward trend in investment yields on newly
invested assets. The 1993 increase also reflected lower operating expenses due
to prior restructurings.

                                     (11)

<PAGE>

Assets  under  management,  excluding  FAS 115, at December  31, 1994 of $20.3
billion, were 12.9% above 1993 levels, following a 15.4% increase in 1993. The
$20.3 billion  includes $2.6 billion of fully guaranteed  investment  options,
$9.5  billion  of  experience-rated  investment  options  and $8.2  billion in
non-guaranteed  investment  options.  The Company's contracts typically impose
surrender  fees which decline over the duration of the  contract.  Assets held
under  experience  rated general  account options have transfer and withdrawal
limitations.  Withdrawals from the fully guaranteed accumulation options prior
to maturity include an adjustment intended to reflect the estimated fair value
of the assets supporting the contract at the time of withdrawal. Approximately
90% and 91% of assets under management allowed for contractholder  withdrawal,
54% and 53% of which are  subject  to market  value  adjustments  or  deferred
surrender charges at December 31, 1994 and 1993, respectively.

Segment Results

Life Insurance Segment

<TABLE>
<CAPTION>
Operating Summary (millions)                                                    1994            1993              1992
 ------------------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>              <C>              <C>
Premiums                                                                     $    54.0        $    50.1        $    53.7
Charges assessed against policyholders                                           152.4            142.1            139.3
Net investment income                                                            171.3            172.7            165.6
Net realized capital gains                                                         0.1              0.4              1.0
Other income                                                                       8.3              6.4              4.0
        -----------------------------------------------------------------------------------------------------------------
        Total revenue                                                            386.1            371.7            363.6
        -----------------------------------------------------------------------------------------------------------------
Current and future benefits                                                      214.2            194.3            194.3
Operating expenses                                                                58.3             58.2             75.5
Amortization of deferred policy acquisition costs                                 16.8             21.2             19.2
        -----------------------------------------------------------------------------------------------------------------
        Total benefits and expenses                                              289.3            273.7            289.0
        -----------------------------------------------------------------------------------------------------------------
        Income before federal income taxes                                        96.8             98.0             74.6
Federal income taxes                                                              37.0             41.9             29.0
        -----------------------------------------------------------------------------------------------------------------
        Income before cumulative effect adjustments                          $    59.8        $    56.1        $    45.6
        =================================================================================================================
 ------------------------------------------------------------------------------------------------------------------------
Deposits not included in premiums above: (1)       Fully guaranteed                -                -                -
                                                   Experience-rated          $   280.6        $   237.4        $   236.7
                                                   Non-guaranteed                 28.4             22.4             18.2
                                                   ----------------------------------------------------------------------
                                                   Total                     $   309.0        $   259.8        $   254.9
 ------------------------------------------------------------------------------------------------------------------------
Assets under management: (2)                       Fully guaranteed          $   636.7        $   670.1        $   683.7
                                                   Experience-rated            1,458.4          1,440.4          1,232.2
                                                   Non-guaranteed                 80.1             69.6             57.2
                                                   ----------------------------------------------------------------------
                                                   Total                     $ 2,175.2        $ 2,180.1        $ 1,973.1
 ------------------------------------------------------------------------------------------------------------------------
<FN>

(1) Under FAS 97, universal life and interest-sensitive whole life deposits are not included in premiums or revenue.
(2) Under FAS No. 115, included above are net unrealized gains (losses) of $(48.7) million and $100.9 million at December
    31, 1994 and 1993, respectively.
</FN>
</TABLE>


Adjusted  earnings  in the  Life  Insurance  segment  (after-tax)  follow  (in
millions):

<TABLE>
<CAPTION>
                                                                              1994             1993             1992
                                                                           ----------------------------------------------
<S>                                                                          <C>              <C>              <C>
Income before cumulative effect adjustments                                  $ 59.8           $ 56.1           $ 45.6
 Less:
     Net realized capital gains                                                 0.1              0.3              0.6
                                                                     ----------------------------------------------------
Adjusted earnings                                                            $ 59.7           $ 55.8           $ 45.0
                                                                     ====================================================
</TABLE>

                                     (12)
<PAGE>

Adjusted  earnings in 1994 of $59.7  million  increased 7% over the prior year
adjusted earnings of $55.8 million.  The improvement in 1994 adjusted earnings
reflected  higher  business  in force  offset in part by lower net  investment
income. Adjusted earnings in 1993 increased 24% to $55.8 million when compared
to 1992  adjusted  earnings  of  $44.9  million.  The 1993  adjusted  earnings
improvement   primarily   reflected  a  reduction   of   operating   expenses,
attributable to savings from past restructurings.

Premiums,  related to term and whole life  insurance,  increased by 8% in 1994
following a 7%  decrease  in 1993.  Deposits,  related to  universal  life and
interest-sensitive whole life insurance,  grew by 19% and 2% in 1994 and 1993,
respectively.  The increase in premiums and deposits in 1994 reflected  strong
first year sales and retention.

Charges    assessed   against    policyholders    for   universal   life   and
interest-sensitive  whole life  insurance  increased 7% in 1994 and 2% in 1993
reflecting an increase in the volume of business in force.

Net investment  income decreased by 1% in 1994 following a 4% increase in 1993
reflecting  the downward  trend in the net  investment  yield on the Company's
portfolio of  investments,  offset by the  increase in  universal  life assets
under management.

Current and future  benefits  increased 10% in 1994 and were flat in 1993. The
increase  in  1994  reflected  higher  mortality  related  to  universal  life
insurance.  This resulted in lower amortization of deferred policy acquisition
costs  which  decreased  by 21%  in  1994.  Amortization  of  deferred  policy
acquisition  costs  increased  10% in  1993  reflecting  the  increase  in the
business in force.

The 1994 operating  expenses of $58.3 million is level with the 1993 operating
expenses  of  $58.2  million,   reflecting  continued  savings  from  previous
restructurings. Operating expenses decreased by 23% in 1993, also attributable
to savings associated with previous restructurings.

Assets  under  management,  excluding  FAS 115, at  December  31, 1994 of $2.2
billion,  were 6.9% above 1993 levels,  following a 5.3% increase in 1993. The
$2.2 billion  includes $0.6 billion of fully  guaranteed  investment  options,
$1.5  billion  of  experience-rated  investment  options  and $0.1  billion in
non-guaranteed investment options.

Outlook

Universal life sales through traditional channels (managing general agents and
regional  brokers) are  expected to continue to be strong in 1995.  ALIAC will
also focus on the sale of life products through  non-traditional  distribution
channels   (banks).   ALIAC  is  also  exploring   attaining   growth  through
acquisitions of blocks of business.

                                     (13)
<PAGE>

Financial Services Segment


<TABLE>
<CAPTION>
Operating Summary (millions)                                                    1994            1993              1992
 ------------------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>              <C>              <C>
Premiums                                                                     $    70.2        $    32.0        $    18.8
Charges assessed against policyholders                                           126.6            109.4             96.1
Net investment income                                                            745.9            739.2            682.5
Net realized capital gains                                                         1.4              9.1             12.4
Other income                                                                       2.0              3.1              2.7


Total revenue                                                                    946.1            892.8            812.5


Current and future benefits                                                      638.2            612.1            567.3
Operating expenses                                                               168.9            143.1            138.0
Amortization of deferred policy acquisition costs                                 19.3             16.5             13.7

Total benefits and expenses                                                      826.4            771.7            719.0


Income before federal income taxes                                               119.7            121.1             93.5

Federal income taxes                                                              34.2             34.3             25.9


                  Income before cumulative effect adjustments                $    85.5        $   86.8         $    67.6


- -------------------------------------------------------------------------------------------------------------------------
Deposits not included in premiums above: (1)       Fully guaranteed          $   323.0        $  194.9         $   261.1
                                                   Experience-rated              853.6              970.5          791.4
                                                   Non-guaranteed              1,884.7            1,363.5          844.8
                                                   ----------------------------------------------------------------------
                                                   Total                     $ 3,061.3        $ 2,528.9        $ 1,897.3
- -------------------------------------------------------------------------------------------------------------------------
Assets under management: (2)                       Fully guaranteed          $ 1,905.9        $ 1,758.0        $ 1,622.9
                                                   Experience-rated            7,742.9          7,801.1          6,184.1
                                                   Non-guaranteed              8,143.1          7,041.4          5,837.3
                                                   ----------------------------------------------------------------------
                                                   Total                     $17,791.9        $16,600.5        $13,644.3
 ------------------------------------------------------------------------------------------------------------------------
<FN>
(1) Under FAS 97, certain deposits are not included in premiums or revenue.
(2) Under  FAS 115,  included  above  are net  unrealized  gains  (losses)  of
    $(337.7)  million  and  $646.2  million  at  December  31,  1994 and 1993,
    respectively.
</FN>
</TABLE>

Adjusted  earnings in the Financial  Services segment  (after-tax)  follow (in
millions):
<TABLE>
<CAPTION>
                                                                              1994             1993             1992
                                                                           -------------------------------------------
<S>                                                                          <C>              <C>              <C>
Income before cumulative effect adjustments                                  $ 85.5           $ 86.8           $ 67.6
 Less:
     Net realized capital gains                                                 0.9              5.9              8.2
                                                                     -------------------------------------------------
Adjusted earnings                                                            $ 84.6           $ 80.9           $ 59.4
                                                                     =================================================
</TABLE>
Adjusted  earnings in 1994  increased 5% in 1994 to $84.6 million  following a
36%  increase in 1993.  The 1994  improvement  reflected an increase in assets
under management offset in part by an 18% increase in operating expenses.  The
1993  improvement in adjusted  earnings  reflected an increase in assets under
management.

Premiums,   related  to  annuity  contracts   containing  life  contingencies,
increased  by 119% in 1994,  following a 70% increase in 1993,  reflecting  an
increase  in  structured  settlement  sales.  Deposits,   related  to  annuity
contracts not containing life contingencies,  reflected a 21% increase in 1994
following a 33% increase in 1993.  Deposits in 1994  included the $205 million
acquisition  of a block  of  primarily  individual  annuity  business  from an
unaffiliated insurer.

Charges assessed against policyholders for certain annuity contracts increased
by 16% and 14% in 1994 and 1993,  respectively,  reflecting  the  increase  in
assets under management.

                                     (14)

<PAGE>

Net investment  income in 1994  increased 1% to $745.9 million  following a 8%
increase in 1993, reflecting the increase in assets under management offset by
a downward  trend in the net  investment  yield on the Company's  portfolio of
investments.

Current  and  future  benefits  increased  by 4%  and  8% in  1994  and  1993,
respectively.  Amortization of deferred acquisition costs increased by 17% and
20% in 1994 and 1993, respectively.  These increases reflected the increase in
assets under management.

Operating  expenses increased by 18% in 1994 and 4% in 1993. The 1994 increase
reflected  expenses  associated  with  the  implementation  of a new  contract
administration system.

Assets  under  management,  excluding  FAS 115, at December  31, 1994 of $18.1
billion were 13.7% above 1993 levels,  following a 17.0% increase in 1993. The
$18.1 billion  includes $2.0 billion of fully guaranteed  investment  options,
$8.0  billion  of  experience-rated  investment  options  and $8.1  billion in
non-guaranteed investment options.

Outlook

Sales through traditional  channels (primarily career agents,  consultants and
third  party  administrators)  are  expected to continue to be strong in 1995.
ALIAC  intends to  increase  its focus on the sale of  non-qualified  products
through the non-traditional  distribution channels (banks and broker/dealers).
ALIAC is also exploring  attaining growth through  additional  acquisitions of
blocks of business.

Results  in  1994  and  1993  included  costs  to  implement  a  new  contract
administration  system.  Additional  costs will  continue  to be  incurred  as
implementation  continues  and  enhancements  are  made to  realize  the  full
potential  of the new  system.  The  primary  benefit of the system is that it
enables  ALIAC  to  offer  both  new  products  through  product   development
flexibility and a large array of investment  fund options to customers,  which
is necessary to remain competitive in an expanding marketplace.

                                      (15)

<PAGE>

General Account Investments

The Company's  investment  strategies and portfolios are intended to match the
duration of the related  liabilities and provide  sufficient cash flow to meet
obligations  while  maintaining a competitive  after-tax  rate of return.  The
duration of these investments is monitored, and investment purchases and sales
are executed with the objective of having  adequate funds available to satisfy
the Company's  maturing  liabilities.  The risks  associated with  investments
supporting  experience-rated  products are assumed by those customers  subject
to, among other things, certain minimum guarantees.

<TABLE>
<CAPTION>

(Millions)                                                                      1994            1993
 -------------------------------------------------------------------------------------------------------
<S>                                                                          <C>              <C>
Debt securities                                                              $ 10,191.4       $ 10,531.0
Equity securities
     Non-redeemable preferred stock                                                47.2             45.9
    Investment in affiliated mutual funds                                         181.9            126.7
Short-term investments                                                             98.0             22.6
Mortgage loans                                                                      9.9             10.1
Policy loans                                                                      248.7            202.7
Limited partnership                                                                24.4             --
                                                                         --------------------------------
     Total Investments                                                         10,801.5         10,939.0
Cash and cash equivalents                                                         623.3            536.1
                                                                         --------------------------------
    Total Investments and Cash and Cash Equivalents                          $ 11,424.8       $ 11,475.1
                                                                         ================================

</TABLE>

Debt Securities

At December 31, 1994 and 1993, the Company's  carrying value of investments in
debt  securities   were  $10.2  billion  and  $10.5  billion,   94%  and  96%,
respectively,  of total general account invested assets.  At December 31, 1994
and 1993, $8.0 billion and $8.3 billion, 78% and 79%,  respectively,  of total
debt securities supported experience-rated products.

It is management's  objective that the portfolio of debt securities be of high
quality and be  well-diversified  by market sector. The debt securities in the
Company's  portfolio are generally rated by external rating  agencies,  and if
not  externally  rated,  are rated by the  Company on a basis  believed  to be
comparable to that used by rating agencies.  The average quality rating of the
Company's bond portfolio was AA at December 31, 1994 and 1993.

 Debt Security Quality       Debt Securities Investments by Market Sector
 Ratings 12/31/94                        12/31/94
 ----------------------      -------------------------------------------------

 AAA              56.7%      U.S. Corporate Securities                  34.2%
 AA                8.3       Residential Mortgage-Backed Securities     32.1
 A                23.3       U.S. Treasuries/Agencies                   12.9
 BBB               8.5       Foreign Securities                          9.7
 BB                2.5       Other Loan-Backed Securities                6.7
 B                 0.7       Commercial/Multifamily Mortgage-
                                Backed Securities                        4.0
                             Other                                       0.4

                                     (16)

<PAGE>

In  1994,  the  percentage  of  residential   mortgage-backed  securities  was
significantly  reduced  as a  result  of  changes  in their  risk  and  return
characteristics  and to better  diversify  the risk  profile of the  Company's
assets.  Investments  in  U.S.  Corporate,  U.S.  Treasuries/Agencies,   other
loan-backed,   and   commercial/multifamily   mortgage-backed  securities  all
increased.

Other loan-backed  securities  (securities  backed by auto loans,  credit card
receivables,  etc.)  and  commercial/multifamily   mortgage-backed  securities
(securitized  pools of mortgages)  are  predominantly  AAA rated,  and are not
subject to the prepayment risk of residential mortgage-backed securities.

Outlook

In 1995,  the  Company  expects  to reduce  the  percentage  of its  portfolio
invested in Treasuries and Cash Equivalents,  maintain the percentage invested
in  residential  mortgage-backs,  and  increase  the  percentage  invested  in
corporates,  U.S.  dollar  denominated  foreigns,  and  securitized  pools  of
commercial and  multifamily  mortgages.  The overall average quality rating of
the  Company's  portfolio  and its average  duration is not expected to change
significantly.

It is expected that the net  investment  yield on the  Company's  portfolio of
investments will trend upwards in 1995, assuming current interest rates do not
significantly  decrease.  There is no  assurance  that this upward  trend will
continue.

                                     (17)

<PAGE>

Item 8. Financial Statements and Supplementary Data

                       Consolidated Financial Statements

                                     Index

                                                                          Page

Independent Auditors' Report                                               19

Consolidated Financial Statements:

       Consolidated Statements of Income for the Years Ended
         December 31, 1994, 1993 and 1992                                  20

       Consolidated Balance Sheets as of December 31, 1994
         and 1993                                                          21

       Consolidated Statements of Shareholder's Equity for
         the Years Ended December 31, 1994, 1993 and 1992                  22

       Consolidated Statements of Cash Flows for the Years
         Ended December 31, 1994, 1993 and 1992                            23

       Notes to Consolidated Financial Statements                          24


                                     (18)

<PAGE>

                         Independent Auditor's 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, 1994 and
1993,  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, 1994. These  consolidated  financial  statements are
the  responsibility  of the Company's  management.  Our  responsibility  is to
express an opinion on these consolidated  financial  statement schedules 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 at December 31, 1994 and 1993,
and the results of their operations and their cash flows for each of the years
in the three-year period ended December 31, 1994, in conformity with generally
accepted accounting principles.

As discussed in Note 1 to the consolidated  financial statements,  in 1993 the
Company changed its methods of accounting for certain  investments in debt and
equity securities and reinsurance contracts.  In 1992, the Company changed its
method of accounting for income taxes and  postretirement  benefits other than
pensions.

                                                         KPMG Peat Marwick LLP

Hartford, Connecticut 
February 7, 1995 

                                     (19)

<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
        (A wholly owned subsidiary of Aetna Life and Casualty Company)

                       Consolidated Statements of Income
                                  (millions)


<TABLE>
<CAPTION>
                       Consolidated Statements of Income
                                  (millions)

                                                                              1994             1993             1992
                                                                           ----------------------------------------------
<S>                                                                          <C>              <C>              <C>

Revenue: 
  Premiums                                                                 $  124.2           $   82.1         $   72.5
  Charges assessed against policyholders                                      279.0              251.5            235.4
  Net investment income                                                       917.2              911.9            848.1
  Net realized capital gains                                                    1.5                9.5             13.4
  Other income                                                                 10.3                9.5              6.7
                                                                           ---------          ---------        ---------
        Total revenue                                                       1,332.2            1,264.5          1,176.1 
                                                                           ---------          ---------        ---------

Benefits and expenses: 
  Current and future benefits                                                 852.4              806.4            761.6 
  Operating expenses                                                          227.2              201.3            213.5 
  Amortization of deferred policy acquisition costs                            36.1               37.7             32.9 
                                                                           ---------          ---------        ---------
       Total benefits and expenses                                          1,115.7            1,045.4          1,008.0 
                                                                           ---------          ---------        ---------

Income before federal income taxes and cumulative 
 effect adjustments                                                           216.5              219.1            168.1 

  Federal income taxes                                                         71.2               76.2             54.9 
                                                                           ---------          ---------        ---------

Income before cumulative effect adjustments                                   145.3              142.9            113.2 

Cumulative effect adjustments, net of tax: 
     Change in accounting for income taxes                                                                         22.8 
                                                                                -                  - 
     Change in accounting for postretirement benefits 
      other than pensions                                                                                         (13.2) 
                                                                                -                  - 
                                                                           ---------          ---------        ---------

Net income                                                                 $  145.3           $  142.9         $  122.8 
                                                                           =========          =========        =========
</TABLE>


See Notes to Consolidated Financial Statements. 

                                     (20)

<PAGE>

           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
        (A wholly owned subsidiary of Aetna Life and Casualty Company)

<TABLE>
<CAPTION>
                          Consolidated Balance Sheets
                                  (millions)


                                                                                    December 31, 
                                                                           ------------------------------
                                                                              1994             1993
                                                                           ------------------------------
<S>                                                                          <C>              <C>

Assets
- ------
Investments: 
  Debt securities, available for sale: 
    (amortized cost: $10,577.8 and $9,783.9)                                 $10,191.4        $10,531.0 
  Equity securities, available for sale: 
    Non-redeemable preferred stock (cost:  $43.3 and $38.3)                       47.2             45.9 
    Investment in affiliated mutual funds (cost:  $187.2 and $122.4)             181.9            126.7 
  Short-term investments                                                          98.0             22.6 
  Mortgage loans                                                                   9.9             10.1 
  Policy loans                                                                   248.7            202.7 
  Limited partnership                                                             24.4               - 
                                                                             ----------       ----------
       Total investments                                                      10,801.5         10,939.0 

Cash and cash equivalents                                                        623.3            536.1 
Accrued investment income                                                        142.2            124.7 
Premiums due and other receivables                                                75.8             67.0 
Deferred policy acquisition costs                                              1,172.0          1,061.0 
Reinsurance loan to affiliate                                                    690.3            711.0 
Other assets                                                                      15.9             12.6 
Separate Accounts assets                                                       7,420.8          6,684.3 
                                                                             ----------       ----------
       Total assets                                                          $20,941.8        $20,135.7 
                                                                             ==========       ==========

Liabilities and Shareholder's Equity 
- ------------------------------------
Liabilities: 
  Future policy benefits                                                     $ 2,968.1        $ 2,741.8 
  Unpaid claims and claim expenses                                                23.8             27.2 
  Policyholders' funds left with the Company                                   8,901.6          9,003.9 
                                                                             ----------       ----------
       Total insurance liabilities                                            11,893.5         11,698.7 
  Other liabilities                                                              302.1            229.7 
  Federal income taxes:
    Current                                                                        3.4             40.6 
    Deferred                                                                     233.5            161.5 
  Separate Accounts liabilities                                                7,420.8          6,684.3 
                                                                             ----------       ----------
       Total liabilities                                                      19,853.3         18,889.0 
                                                                             ----------       ----------

Shareholder's equity: 
  Common capital stock, par value $50 (100,000 shares
   authorized; 55,000 shares issued and outstanding)                               2.8              2.8 
  Paid-in capital                                                                407.6            407.6 
  Net unrealized capital gains (losses)                                         (189.0)           114.5 
  Retained earnings                                                              867.1            721.8 
                                                                             ----------       ----------
       Total shareholder's equity                                              1,088.5          1,246.7 
                                                                             ----------       ----------

         Total liabilities and shareholder's equity                          $20,941.8        $20,135.7 
                                                                             ==========       ==========

</TABLE>
See Notes to Consolidated Financial Statements. 

                                     (21)

<PAGE>

           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
        (A wholly owned subsidiary of Aetna Life and Casualty Company)

<TABLE>
<CAPTION>

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



                                                                    Years Ended
                                                                     December 31,
                                                        ------------------------------------
                                                          1994          1993         1992
                                                        ---------     ---------    ---------
<S>                                                     <C>           <C>          <C>      
Shareholder's equity, beginning of year                 $1,246.7      $  990.1     $  867.4 

Net change in unrealized capital gains (losses)           (303.5)        113.7         (0.1) 

Net income                                                 145.3         142.9        122.8 
                                                        ---------     ---------    ---------
Shareholder's equity, end of year                       $1,088.5      $1,246.7     $  990.1 
                                                        =========     =========    =========
</TABLE>


See Notes to Consolidated Financial Statements. 

                                     (22)

<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
        (A wholly owned subsidiary of Aetna Life and Casualty Company)

<TABLE>
<CAPTION>
                     Consolidated Statements of Cash Flows
                                  (millions)

                                                                                   Years Ended
                                                                                    December 31,
                                                                       ------------------------------------
                                                                         1994          1993         1992
                                                                       ---------     ---------    ---------
<S>                                                                    <C>           <C>          <C>      

Cash Flows from Operating Activities: 
     Net income                                                        $  145.3      $  142.9     $  122.8 
     Cumulative effect adjustments                                          -             -           (9.6) 
     Increase in accrued investment income                                (17.5)        (11.1)        (8.7) 
     (Increase) decrease in premiums due and other receivables              1.3          (5.6)       (19.9) 
     Increase in policy loans                                             (46.0)        (36.4)       (32.4) 
     Increase in deferred policy acquisition costs                        (96.5)        (60.5)       (60.8) 
     Decrease in reinsurance loan to affiliate                             27.8          31.8         37.8 
     Net increase in universal life account balances                      164.7         126.4        130.8 
     Increase in other insurance reserve liabilities                       65.7          86.1         20.5 
     Net increase in other liabilities and other assets                    53.9           7.0         20.2 
     Decrease in federal income taxes                                     (11.7)         (3.7)       (11.8) 
     Net accretion of discount on bonds                                   (77.9)        (88.1)       (75.2) 
     Net realized capital gains                                            (1.5)         (9.5)       (13.4) 
     Other, net                                                            (1.0)          0.2         (0.2) 
                                                                       ---------     ---------    ---------
           Net cash provided by operating activities                      206.6         179.5        100.1 
                                                                       ---------     ---------    ---------

Cash Flows from Investing Activities: 
     Proceeds from sales of : 
        Debt securities available for sale                              3,593.8         473.9        543.3 
        Equity securities                                                  93.1          89.6         50.6 
     Investment maturities and collections of: 
        Debt securities available for sale                              1,289.2       2,133.3      1,179.2 
        Short-term investments                                             30.4          19.7          5.0 
     Cost of investment purchases in: 
        Debt securities                                                (5,621.4)     (3,669.2)    (2,612.2) 
        Equity securities                                                (162.5)       (157.5)       (63.0) 
        Short-term investments                                           (106.1)        (41.3)        (5.0) 
        Limited partnership                                               (25.0)          -            - 
                                                                       ---------     ---------    ---------
           Net cash used for investing activities                        (908.5)     (1,151.5)      (902.1) 
                                                                       ---------     ---------    ---------

Cash Flows from Financing Activities: 
     Deposits and interest credited for investment contracts            1,737.8       2,117.8      1,619.6 
     Withdrawals of investment contracts                                 (948.7)     (1,000.3)      (767.7) 
                                                                       ---------     ---------    ---------
           Net cash provided by financing activities                      789.1       1,117.5        851.9 
                                                                       ---------     ---------    ---------

Net increase in cash and cash equivalents                                  87.2         145.5         49.9 
Cash and cash equivalents, beginning of year                              536.1         390.6        340.7 
                                                                       ---------     ---------    ---------

Cash and cash equivalents, end of year                                 $  623.3      $  536.1     $  390.6 
                                                                       =========     =========    =========


Supplemental cash flow information: 
    Income taxes paid, net                                                $82.6      $   79.9     $   54.0 
                                                                       =========     =========    =========

</TABLE>

See Notes to Consolidated Financial Statements. 

                                     (23)
<PAGE>

           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
        (A wholly owned subsidiary of Aetna Life and Casualty Company)

                  Notes to Consolidated Financial Statements
                       December 31, 1994, 1993, and 1992


1.   Summary of Significant Accounting Policies

     Basis of Presentation

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

     The  consolidated  financial  statements have been prepared in conformity
     with generally accepted accounting principles.  Intercompany transactions
     have been eliminated.  Certain  reclassifications  have been made to 1993
     and 1992 financial information to conform to the 1994 presentation.

     The Company  offers a wide range of life  insurance  products and annuity
     contracts with variable and fixed  accumulation  and payout options.  The
     Company  also  provides   investment   advisory  and  other  services  to
     affiliated mutual funds.

     Accounting Changes

     Accounting for Certain Investments in Debt and Equity Securities

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

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

                                     (24)

<PAGE>

           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
        (A wholly owned subsidiary of Aetna Life and Casualty Company)

            Notes to Consolidated Financial Statements (Continued)

     Accounting   and  Reporting  for   Reinsurance  of   Short-Duration   and
     Long-Duration Contracts

     During 1993,  the Company  adopted FAS No. 113,  Accounting and Reporting
     for   Reinsurance  of   Short-Duration   and   Long-Duration   Contracts,
     retroactive  to  January 1, 1993.  Reinsurance  recoverables  (previously
     reported as a reduction in insurance reserve liabilities) and reinsurance
     receivables and ceded unearned  premiums are included in premiums due and
     other  receivables.  The  adoption of FAS No. 113 did not have a material
     impact on the Company's 1993 Consolidated Financial Statements.

     Accounting for Income Taxes

     The Company  adopted FAS No. 109,  Accounting for Income Taxes,  in 1992,
     retroactive  to January 1, 1992.  A  cumulative  effect  benefit of $22.8
     million related to the adoption of this standard is reflected in the 1992
     Consolidated Statement of Income.

     Postretirement Benefits Other Than Pensions

     FAS No. 106, Employers' Accounting for Postretirement Benefits Other Than
     Pensions,  required  that  employers  accrue the cost and  recognize  the
     liability for  providing  non-pension  benefits to retired  employees and
     agents.   Aetna  and  the  Company  implemented  FAS  No.  106  in  1992,
     retroactive to January 1, 1992 on the immediate  recognition  basis.  The
     cumulative effect charge for all Aetna employees was reflected in Aetna's
     1992  Statement of Income.  A cumulative  effect charge of $13.2 million,
     net of taxes of $7.1  million,  related to the adoption of this  standard
     for  Company  agents is  reflected  in the  Company's  1992  Consolidated
     Statement of Income.

     Cash and Cash Equivalents

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

                                     (25)

<PAGE>

           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
        (A wholly owned subsidiary of Aetna Life and Casualty Company)

            Notes to Consolidated Financial Statements (Continued)

     Investments

     Debt Securities

     At December 31, 1994 and 1993, all of the Company's  debt  securities are
     classified  as  available  for  sale and  carried  at fair  value.  These
     securities are written down (as realized losses) for other than temporary
     decline  in  value.   Unrealized   gains  and  losses  related  to  these
     securities,   after  deducting  amounts  allocable  to   experience-rated
     contractholders and related taxes, are reflected in shareholder's equity.

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

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

     Equity Securities

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

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

     Mortgage Loans and Policy Loans

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

     Limited Partnership

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

                                     (26)

<PAGE>

           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
        (A wholly owned subsidiary of Aetna Life and Casualty Company)

            Notes to Consolidated Financial Statements (Continued)


     Short-Term Investments

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

     Deferred Policy Acquisition Costs

     Certain costs of acquiring  insurance business have been deferred.  These
     costs, all of which vary with and are primarily related to the production
     of new business, consist principally of commissions,  certain expenses of
     underwriting and issuing contracts and certain agency expenses. For fixed
     ordinary  life   contracts,   such  costs  are  amortized  over  expected
     premium-paying periods. For universal life and certain annuity contracts,
     such costs are  amortized in  proportion  to estimated  gross profits and
     adjusted to reflect actual gross profits.  These costs are amortized over
     twenty years for annuity pension contracts,  and over the contract period
     for universal  life  contracts.  Deferred  policy  acquisition  costs are
     written  off to the  extent  that it is  determined  that  future  policy
     premiums and investment  income or gross profits would not be adequate to
     cover related losses and expenses.

     Insurance Reserve Liabilities

     The Company's  liabilities  include  reserves  related to fixed  ordinary
     life,  fixed  universal  life and fixed annuity  contracts.  Reserves for
     future policy  benefits for fixed ordinary life contracts are computed on
     the basis of assumed investment yield, assumed mortality, withdrawals and
     expenses,  including a margin for adverse deviation, which generally vary
     by plan, year of issue and policy duration.  Reserve interest rates range
     from 2.25% to 10.50%.  Assumed investment yield is based on the Company's
     experience.  Mortality  and  withdrawal  rate  assumptions  are  based on
     relevant Aetna  experience  and are  periodically  reviewed  against both
     industry standards and experience.

     Reserves for fixed  universal life  (included in Future Policy  Benefits)
     and fixed deferred annuity contracts  (included in  Policyholders'  Funds
     Left With the  Company)  are equal to the fund  value.  The fund value is
     equal to cumulative deposits less charges plus credited interest thereon,
     without  reduction for possible  future  penalties  assessed on premature
     withdrawal. For guaranteed interest options, the interest credited ranged
     from  4.00% to 5.85% in 1994 and  4.00% to 7.68% in 1993.  For all  other
     fixed options,  the interest  credited ranged from 5.00% to 7.50% in 1994
     and 5.00% to 9.25% in 1993.

                                     (27)

<PAGE>

           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
        (A wholly owned subsidiary of Aetna Life and Casualty Company)

            Notes to Consolidated Financial Statements (Continued)

     Reserves for fixed annuity contracts in the annuity period and for future
     amounts due under settlement  options are computed  actuarially using the
     Progressive  Annuity Table  (modified),  the Annuity Table for 1949,  the
     1971 Individual Annuity Mortality Table, the 1971 Group Annuity Mortality
     Table,  the 1983  Individual  Annuity  Mortality Table and the 1983 Group
     Annuity  Mortality  Table, at assumed interest rates ranging from 3.5% to
     9.5%. Reserves relating to contracts with life contingencies are included
     in  Future  Policy  Benefits.  For  other  contracts,  the  reserves  are
     reflected in Policyholders' Funds Left With the Company.

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

     Premiums, Charges Assessed Against Policyholders, Benefits and Expenses

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

     Separate Accounts

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

     Separate Accounts assets and liabilities are carried at fair value except
     for those  relating  to a  guaranteed  interest  option  which is offered
     through a Separate Account. The assets of the Separate Account supporting
     the guaranteed interest option are carried at an amortized cost of $149.7
     million for 1994 (fair value $146.3  million) and $31.2  million for 1993
     (fair value $33.3  million),  since the Company bears the investment risk
     where  the  contract  is  held  to  maturity.  Reserves  relating  to the
     guaranteed  interest  option are  maintained  at fund  value and  reflect
     interest credited at rates ranging from 4.5% to 8.38% in 1994 and from 4%
     to 9.45% in 1993.  Separate  Accounts assets and liabilities are shown as
     separate   captions  in  the  Consolidated   Balance  Sheets.   Deposits,
     investment income and net realized and unrealized  capital gains (losses)
     of the Separate Accounts are not reflected in the Consolidated Statements
     of Income (with the exception of realized  capital gains  (losses) on the
     sale  of  assets  supporting  the  guaranteed   interest   option).   The
     Consolidated  Statements of Cash Flows do not reflect investment activity
     of the Separate Accounts.

     Federal Income Taxes

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

                                     (28)

<PAGE>

           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
        (A wholly owned subsidiary of Aetna Life and Casualty Company)

            Notes to Consolidated Financial Statements (Continued)

2.   Investments

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

<TABLE>
<CAPTION>
                                                                        Gross           Gross
                                                    Amortized         Unrealized      Unrealized            Fair
                                                      Cost              Gains           Losses              Value
                                                   -----------        ----------       ---------        ------------
                                                                          (millions)
<S>                                                <C>                <C>              <C>              <C>        

U.S. Treasury securities and obligations
of U.S government agencies and
Corporations                                       $  1,396.1         $    2.0         $   84.2         $   1,313.9

Obligations of states and political
subdivisions                                             37.9              1.2              --                 39.1

U.S. Corporate securities:
Financial                                             2,216.9              3.8            109.4             2,111.3
Utilities                                               100.1              --               7.9                92.2
Other                                                 1,344.3              6.0             67.9             1,282.4
                                                   -----------        ---------        ---------        ------------
Total U.S. Corporate securities                       3,661.3              9.8            185.2             3,485.9


Foreign securities:
Government                                              434.4              1.2             33.9               401.7
Financial                                               368.2              1.1             23.0               346.3
Utilities                                               204.4              2.5              9.5               197.4
Other                                                    46.3              0.8              1.5                45.6
                                                   -----------        ---------        ---------        ------------
Total Foreign securities                              1,053.3              5.6             67.9               991.0

Residential mortgage-backed securities:
Residential pass-throughs                               627.1             81.5              5.0               703.6
Residential CMOs                                      2,671.0             32.9            139.4             2,564.5
                                                   -----------        ---------        ---------        ------------
Total Residential mortgage-
backed securities                                     3,298.1            114.4            144.4             3,268.1

Commercial/Multifamily mortgage-
backed securities                                       435.0              0.2             21.3               413.9
                                                   -----------        ---------        ---------        ------------

Total Mortgage-backed securities                      3,733.1            114.6            165.7             3,682.0


Other loan-backed securities                            696.1              0.2             16.8               679.5
                                                   -----------        ---------        ---------        ------------

Total debt securities available for sale           $ 10,577.8         $  133.4         $  519.8         $  10,191.4
                                                   ===========        =========        =========        ============

</TABLE>

                                     (29)
<PAGE>

           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
        (A wholly owned subsidiary of Aetna Life and Casualty Company)

            Notes to Consolidated Financial Statements (Continued)

2. Investments (Continued)

     Investments in debt securities available for sale as of December 31, 1993
     were as follows:

<TABLE>
<CAPTION>
                                                                        Gross           Gross
                                                    Amortized         Unrealized      Unrealized            Fair
                                                      Cost              Gains           Losses              Value
                                                   -----------        ----------       ---------        ------------
                                                                          (millions)
<S>                                                <C>                <C>              <C>              <C>

U.S. Treasury securities and obligations
of U.S government agencies and
corporations                                       $    827.2         $   19.4         $    6.6         $     840.0

Obligations of states and political
subdivisions                                              0.5              --               --                  0.5

U.S. Corporate securities:
Financial                                               983.3             49.2              0.7             1,031.8
Utilities                                               141.2             12.4              --                153.6
Other                                                   704.3             51.6              2.3               753.6
                                                   -----------        ---------        ---------        ------------
Total U.S. Corporate securities                       1,828.8            113.2              3.0             1,939.0


Foreign securities:
Government                                              289.1             31.7              0.5               320.3
Financial                                               365.8             18.5              0.9               383.4
Utilities                                               206.2             28.9              0.1               235.0
Other                                                    30.4              1.3              0.8                30.9
                                                   -----------        ---------        ---------        ------------
Total Foreign securities                                891.5             80.4              2.3               969.6


Residential mortgage-backed securities:
Residential pass-throughs                             1,125.0            218.1              1.7             1,341.4
Residential CMOs                                      4,868.7            318.1              1.1             5,185.7
                                                   -----------        ---------        ---------        ------------
Total Residential mortgage-
backed securities                                     5,993.7            536.2              2.8             6,527.1

Commercial/Multifamily mortgage-
backed securities                                       193.0             13.4              0.8               205.6
                                                   -----------        ---------        ---------        ------------
Total Mortgage-backed securities                      6,186.7            549.6              3.6             6,732.7

Other loan-backed securities                             49.2              0.2              0.2                49.2
                                                   -----------        ---------        ---------        ------------

Total debt securities available for sale           $  9,783.9         $  762.8         $   15.7         $  10,531.0
                                                   ===========        =========        =========        ============
</TABLE>

                                      (30)

<PAGE>

           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
        (A wholly owned subsidiary of Aetna Life and Casualty Company)

            Notes to Consolidated Financial Statements (Continued)

2. Investments (Continued)

     At December 31, 1994 and 1993, net unrealized appreciation (depreciation)
     of $(386.4)  million and $747.1 million,  respectively,  on available for
     sale debt  securities  included  $(308.6)  million  and  $582.8  million,
     respectively, related to experience-rated contractholders, which were not
     included in shareholder's equity.

     The amortized  cost and fair value of debt  securities for the year ended
     December  31,  1994 are  shown  below  by  contractual  maturity.  Actual
     maturities may differ from contractual  maturities because securities may
     be restructured, called, or prepaid.

                                                   Amortized           Fair
                                                     Cost              Value
                                                  ---------------------------
                                                           (millions)
Due to mature:
  One year or less.................               $    103.9        $    103.5
  After one year through five years                  1,965.6           1,920.0
  After five years through ten years                 2,371.3           2,207.0
  After ten years.............................       1,707.8           1,599.4
  Mortgage-backed securities........                 3,733.1           3,682.0
  Other loan-backed securities.........                696.1             679.5
                                                  -----------       -----------

         Total........................            $ 10,577.8        $ 10,191.4
                                                  ===========       ===========

     At December 31, 1994 and 1993,  debt  securities  carried at $7.0 million
     and $7.3 million, respectively, were on deposit as required by regulatory
     authorities.

     The  valuation  reserve  for  mortgage  loans was $3.1  million  and $4.2
     million at December 31, 1994 and 1993,  respectively.  The carrying value
     of non-income producing investments was $0.2 million and $34.3 million at
     December 31, 1994 and 1993, respectively.

     Investments  in a  single  issuer,  other  than  obligations  of the U.S.
     government,  with a  carrying  value in  excess  of 10% of the  Company's
     shareholder's equity at December 31, 1994 are as follows:


                                                   Amortized           Fair
     Debt Securities                                 Cost              Value
                                                  ---------------------------
                                                           (millions)

General Electric Capital Corporation               $ 264.9           $ 252.1
General Motors Corporation                           167.8             161.7
Society National Bank                                152.8             143.7
Ford Motor Company                                   144.7             142.3
Associates Corporation of North America              132.9             131.1
First Deposit Master Trust 1994-1A                   114.9             112.1

                                     (31)

<PAGE>

           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
        (A wholly owned subsidiary of Aetna Life and Casualty Company)

            Notes to Consolidated Financial Statements (Continued)

2. Investments (Continued)

     The  portfolio of debt  securities at December 31, 1994 and 1993 included
     $318 million and $329 million,  respectively,  (3% of the debt securities
     for both years) of  investments  that are  considered  "below  investment
     grade".  "Below investment grade" securities are defined to be securities
     that carry a rating below BBB-/Baa3, by Standard & Poors/Moody's Investor
     Services,  respectively.  Of these below  investment  grade  assets,  $32
     million and $39  million,  at December  31, 1994 and 1993,  respectively,
     were  investments  that were  purchased at  investment  grade,  but whose
     ratings have since been downgraded.

     Included  in  residential  mortgage-back  securities  are  collateralized
     mortgage  obligations  ("CMOs") with carrying  values of $2.6 billion and
     $5.2  billion  at  December  31,  1994 and 1993,  respectively.  The $2.6
     billion  decline in CMOs from  December 31, 1993 to December 31, 1994 was
     related  primarily to sales and principal  repayments.  CMO sales of $1.6
     billion  resulted in net realized  capital  gains of $35 million of which
     $23 million was allocated to  experience-rated  contracts.  The Company's
     CMO  exposure was reduced as a result of changes in their risk and return
     characteristics and to better diversify the risk profile of the Company's
     assets.  The principal  risks inherent in holding CMOs are prepayment and
     extension  risks related to dramatic  decreases and increases in interest
     rates  whereby  the CMOs  would be  subject to  repayments  of  principal
     earlier or later than  originally  anticipated.  At December 31, 1994 and
     1993,  approximately  85% and 93%,  respectively,  of the  Company's  CMO
     holdings  consisted of sequential and planned  amortization class ("PAC")
     debt  securities  which are subject to less prepayment and extension risk
     than other CMO instruments.  At December 31, 1994 and 1993, approximately
     82% of the  Company's  CMO holdings were  collateralized  by  residential
     mortgage loans, on which the timely payment of principal and interest was
     backed by specified government agencies (e.g., GNMA, FNMA, FHLMC).

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

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

     At December 31, 1994 and 1993, 4% and 3%, respectively,  of the Company's
     CMO holdings  consisted of interest-only  strips (IOs) or  principal-only
     strips (POs).  IOs receive  payments of interest and POs receive payments
     of principal on the  underlying  pool of mortgages.  The risk inherent in
     holding POs is extension  risk related to dramatic  increases in interest
     rates whereby the future  payments due on POs could be repaid much slower
     than originally anticipated. The extension risks inherent in holding POs,
     PACs and sequentials was mitigated by purchasing  offsetting positions in
     IOs. During dramatic increases in interest rates, IOs would generate more
     future payments than originally anticipated.

                                     (32)

<PAGE>

           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
        (A wholly owned subsidiary of Aetna Life and Casualty Company)

            Notes to Consolidated Financial Statements (Continued)

2. Investments (Continued)

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

     In  1993,  due  to  declining  interest  rates  and  prepayments  on  the
     underlying pool of mortgages, the amortized cost on IO's was written down
     by $85.4  million.  IO writedowns  of $4.7 million,  net of $80.7 million
     allocated  to  experience-rated  contracts,  were  reflected  in 1993 net
     realized  capital gains  (losses).  In 1994,  due to increasing  interest
     rates,  unrealized  gains on IO's increased from $0.5 million at December
     31, 1993 to $17.8  million at December 31, 1994.  Conversely,  unrealized
     gains on POs  decreased  from $36.7  million at December 31, 1993 to $5.3
     million at December 31, 1994.  1994 net realized gains (losses)  included
     net gains of $10.0 million as a result of sales of IOs and POs (including
     amounts allocated to experience-rated contractholders).

     The  Company did not use  derivative  instruments  (ie.,futures,  forward
     contracts, interest swaps, etc.)for hedging or any other purposes in 1994
     or 1993.

     The Company does hold  investments in certain debt and equity  securities
     with  derivative  characteristics  (ie.,  including  the fact that  their
     market value is at least  partially  determined  by, among other  things,
     levels of or changes in interest rates,  prepayment rates, equity markets
     or credit ratings/spreads).

     The amortized  cost and fair value of these  securities,  included in the
     $10.8  billion  investment  portfolio,  as of  December  31,  1994 was as
     follows:

                                                   Amortized           Fair
     (Millions)                                      Cost              Value
                                                  ---------------------------
                                                           (millions)

Collateralized mortgage obligations (including
     interest-only and principal-only strips)      $ 2,671.0       $ 2,564.5
Treasury and agency strips:
      Principal                                         20.7            21.6
      Interest                                         104.2            90.2
Mandatorily convertible preferred stock                 12.1            11.6

                                     (33)

<PAGE>

           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
        (A wholly owned subsidiary of Aetna Life and Casualty Company)

            Notes to Consolidated Financial Statements (Continued)

2. Investments (Continued)

     Investments in available for sale equity securities were as follows:


<TABLE>
<CAPTION>
                                                                        Gross           Gross
                                                    Amortized         Unrealized      Unrealized            Fair
(Millions)                                            Cost              Gains           Losses              Value
                                                   -----------        ----------       ---------        ------------
                                                                          (millions)
<S>                                                <C>                <C>              <C>              <C>
 -------------------------------------------------------------------------------------------------------------------
 1994
 -------------------------------------------------------------------------------------------------------------------
 Equity Securities                                 $ 230.5            $   6.5          $   7.9          $ 229.1
 -------------------------------------------------------------------------------------------------------------------

 1993
 -------------------------------------------------------------------------------------------------------------------
 Equity Securities                                 $ 160.7            $  12.0          $   0.1          $ 172.6
 -------------------------------------------------------------------------------------------------------------------
</TABLE>


     At December 31, 1994 and 1993, 91% of outstanding  policy loans had fixed
     interest rates.  The fixed interest rates for annuity policy loans ranged
     from 1% to 3% for individual  annuity policies in both 1994 and 1993. The
     fixed interest  rates for individual  life policy loans ranged from 5% to
     8% in 1994 and 6% to 8% in 1993. The remaining  outstanding  policy loans
     had variable  interest  rates  averaging 8% in 1994 and 1993.  Investment
     income  from  policy  loans was $11.5  million,  $10.8  million  and $9.5
     million in 1994, 1993 and 1992, respectively.


     Off-Balance Sheet Financial Instruments

     At December  31,  1993,  the Company  had $149.0  million in  outstanding
     forward commitments to purchase mortgage-backed securities at a specified
     future date and at a specified price or yield. These instruments  involve
     elements of market risk whereby  future changes in market prices may make
     a financial instrument less valuable. However, the difference between the
     fair value at which the commitments  can be settled,  and the contractual
     value of these  securities,  was  immaterial at December 31, 1993.  There
     were no outstanding forward commitments at December 31, 1994.

     There were no material  concentrations  of  off-balance  sheet  financial
     instruments at December 31, 1994 and 1993.

3.   Capital Gains and Losses on Investment Operations

     Realized  capital  gains or losses are the  difference  between  proceeds
     received  from  investments  sold or prepaid,  and  amortized  cost.  Net
     realized  capital  gains as reflected in the  Consolidated  Statements of
     Income are after  deductions  for net  realized  capital  gains  (losses)
     allocated  to  experience-rated  contracts  of $(29.1)  million,  $(54.8)
     million and $36.1  million for the years ended  December 31, 1994,  1993,
     and 1992, respectively.  Net realized capital gains (losses) allocated to
     experience-rated  contracts  are deferred and  subsequently  reflected in
     credited rates on an amortized  basis.  Net  unamortized  gains (losses),
     reflected as a component of  Policyholders'  Funds Left With the Company,
     were $(50.7)  million and $(16.5) million at the end of December 31, 1994
     and 1993, respectively.

                                     (34)

<PAGE>

           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
        (A wholly owned subsidiary of Aetna Life and Casualty Company)

            Notes to Consolidated Financial Statements (Continued)

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

     Changes to the mortgage  loan  valuation  reserve and  writedowns on debt
     securities  are  included in net  realized  capital  gains  (losses)  and
     amounted to $1.1 million and $(98.5)  million,  of which $0.8 million and
     $(91.5) million were allocable to experience-rated  contractholders,  for
     the years ended December 31, 1994 and 1993,  respectively.  There were no
     changes to the valuation  reserve or writedowns in 1992.  The 1993 losses
     were  primarily  related to writedowns of  interest-only  mortgage-backed
     securities to their fair value.

     Net  realized  capital  gains  (losses)  on  investments,  net of amounts
     allocated to experience-rated contracts, were as follows:
     
                                             1994         1993         1992
                                             ----         ----         ----
                                                       (millions)

Debt securities                              $  1.0     $  9.6      $  12.9
Equity securities                               0.2         .1          0.5
Mortgage loans                                  0.3       (0.2)          -
                                             -------    -------     --------
Pretax realized capital gains                $  1.5     $  9.5      $  13.4
                                             =======    =======     ========

After-tax realized capital gains             $  1.0     $  6.2      $   8.8
                                             =======    =======     ========


     Gross gains of $26.6  million,  $33.3 million and $13.9 million and gross
     losses of $25.6  million,  $23.7  million and $1.0 million were  realized
     from the sales of investments in debt  securities in 1994, 1993 and 1992,
     respectively.

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

                                                1994         1993         1992
                                                ----         ----         ----
                                                          (millions)


Debt securities                                 $(242.1)   $ 164.3     $    -
Equity securities                                 (13.3)      10.6        (0.1)
Limited partnership                                (1.8)        -           -
                                                --------   --------    --------
                                                 (257.2)     174.9        (0.1)

Deferred federal income taxes (See Note 6)         46.3       61.2          -
                                                --------   --------    --------

Net change in unrealized capital gains (losses) $(303.5)   $ 113.7     $  (0.1)
                                                ========   ========    ========

                                     (35)

<PAGE>

           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
        (A wholly owned subsidiary of Aetna Life and Casualty Company)

            Notes to Consolidated Financial Statements (Continued)

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

     The net change in unrealized capital gains (losses) on debt securities in
     1994 and 1993  resulted  from the  adoption of FAS No. 115.  For the year
     ended December 31, 1992,  debt securities were carried at amortized cost.
     The unrecorded net appreciation for debt securities  carried at amortized
     cost (including amounts allocable to experience-rated contracts) amounted
     to $612.4 million at December 31, 1992.

     Net  unrealized  capital  gains  (losses)  allocable to  experience-rated
     contracts of $(308.6)million  and $582.8 million at December 31, 1994 and
     1993,  respectively,  are not  included in  shareholder's  equity.  These
     amounts are reflected on the Consolidated Balance Sheet in policyholders'
     funds left with the Company.

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

                                                1994         1993         1992
                                                ----         ----         ----
                                                          (millions)

     Debt securities
       Gross unrealized capital gains           $  27.4    $ 164.3     $    -
       Gross unrealized capital losses           (105.2)        -           -
                                                --------   --------    --------
                                                  (77.8)     164.3          -
     Equity securities
       Gross unrealized capital gains               6.5       12.0         2.0
       Gross unrealized capital losses             (7.9)      (0.1)       (0.7)
                                                --------   --------    --------
                                                   (1.4)      11.9         1.3
     Limited Partnership
       Gross unrealized capital gains                -          -           -
       Gross unrealized capital losses             (1.8)        -           -
                                                --------   --------    --------
                                                   (1.8)        -           -

     Deferred federal income taxes (See Note 6)   108.0       61.7         0.5
                                                --------   --------    --------

     Net unrealized capital gains (losses)      $(189.0)   $ 114.5     $   0.8
                                                ========   ========    ========

                                     (36)

<PAGE>

           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
        (A wholly owned subsidiary of Aetna Life and Casualty Company)

            Notes to Consolidated Financial Statements (Continued)


4. Net Investment Income

     Sources of net  investment  income were as  follows:  

                                               1994        1993        1992
                                             -------     -------     -------
                                                        (millions)
 
Debt securities                             $   823.9   $   828.0   $   763.7
Preferred stock                                   3.9         2.3         2.8
Investment in affiliated mutual funds             5.2         2.9         3.2
Mortgage loans                                    1.4         1.5         1.8
Policy loans                                     11.5        10.8         9.5
Reinsurance loan to affiliate                    51.5        53.3        56.7
Cash equivalents                                 29.5        16.8        16.6
Other                                             6.7         7.7         6.4
                                            ----------  ----------  ----------
Gross investment income                         933.6       923.3       860.7
Less investment expenses                        (16.4)      (11.4)      (12.6)
                                            ----------  ----------  ----------
Net investment income                       $   917.2   $   911.9   $   848.1
                                            ==========  ==========  ==========

     Net investment  income  includes  amounts  allocable to  experience-rated
     contractholders of $677.1 million,  $661.3 million and $604.0 million for
     the years ended December 31, 1994, 1993 and 1992, respectively.  Interest
     credited to contractholders is included in Current and Future Benefits.

5. Dividend Restrictions and Shareholder's Equity

     The  amount  of  dividends  that may be paid to the  shareholder  in 1995
     without  prior  approval by the  Insurance  Commissioner  of the State of
     Connecticut is $70.9 million.

     The Insurance  Department of the State of Connecticut (the  "Department")
     recognizes  as  net  income  and   shareholder's   equity  those  amounts
     determined in conformity with statutory  accounting  practices prescribed
     or permitted by the  Department,  which differ in certain  respects  from
     generally accepted accounting principles.  Statutory net income was $70.9
     million, $77.6 million and $62.5 million for the years ended December 31,
     1994, 1993 and 1992,  respectively.  Statutory  shareholder's  equity was
     $615.0  million  and $574.4  million as of  December  31,  1994 and 1993,
     respectively.

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

                                      (37)

<PAGE>

           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
        (A wholly owned subsidiary of Aetna Life and Casualty Company)

            Notes to Consolidated Financial Statements (Continued)

6. Federal Income Taxes

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

     As discussed in Note 1, the Company  adopted FAS No. 109 as of January 1,
     1992 resulting in a cumulative effect benefit of $22.8 million.

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

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


                                               1994        1993        1992
                                             -------     -------     -------
                                                        (millions)

     Current taxes (benefits):
       Income from operations                $  78.7     $  87.1     $  68.0
       Net realized capital gains              (33.2)       18.1        18.1
                                             --------    --------    --------
                                                45.5       105.2        86.1
                                             --------    --------    --------
     Deferred taxes (benefits):
       Income from operations                   (8.0)      (14.2)      (17.7)
       Net realized capital gains               33.7       (14.8)      (13.5)
                                             --------    --------    --------
                                                25.7       (29.0)      (31.2)
                                             --------    --------    --------
          Total                              $  71.2     $  76.2     $  54.9
                                             ========    ========    ========

                                     (38)

<PAGE>

           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
        (A wholly owned subsidiary of Aetna Life and Casualty Company)

            Notes to Consolidated Financial Statements (Continued)


6. Federal Income Taxes (Continued)

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

                                               1994        1993        1992
                                             -------     -------     -------
                                                        (millions)


Income before federal income taxes            $216.5      $219.1      $168.1
Tax rate                                          35%         35%         34%
                                             --------    --------    --------
Application of the tax rate                     75.8        76.7        57.2
                                             --------    --------    --------
Tax effect of:
     Excludable dividends                       (8.6)       (8.7)       (6.4)
     Tax reserve adjustments                     2.9         4.7         5.1
     Reinsurance transaction                     1.9        (0.2)       (0.5)
     Tax rate change on deferred liabilities      -          3.7          -
     Other, net                                 (0.8)         -         (0.5)
                                             --------    --------    --------
       Income tax expense                     $ 71.2     $  76.2      $ 54.9
                                             ========    ========    ========


     The tax effects of temporary  differences  that give rise to deferred tax
     assets and  deferred  tax  liabilities  under FAS No. 109 at December 31,
     1994 and 1993 are presented below:

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


     Deferred tax assets:
       Insurance reserves                                $ 211.5      $ 195.4
       Net unrealized capital losses                       136.3           -
       Investment losses not currently deductible           15.5         31.2
       Postretirement benefits other
         than pensions                                       8.4          8.6
       Impairment reserves                                    -           7.9
       Other                                                28.3         19.3
                                                         --------     --------
     Total gross assets                                    400.0        262.4

     Less valuation allowance                              136.3           -
                                                         --------     --------
       Deferred tax assets net of valuation                263.7        262.4

     Deferred tax liabilities:
        Deferred policy acquisition costs                  385.2        355.2
        Unrealized losses allocable to
          experience-rated contracts                       108.0           -
        Market discount                                      3.6          5.4
        Net unrealized capital gains                          -          61.7
        Other                                                0.4          1.6
                                                         --------     --------
         Total gross liabilities                           497.2        423.9
                                                         --------     --------
         Net deferred tax liability                      $ 233.5      $ 161.5
                                                         ========     ========

                                      (39)

<PAGE>

           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
        (A wholly owned subsidiary of Aetna Life and Casualty Company)

            Notes to Consolidated Financial Statements (Continued)

6. Federal Income Taxes (Continued)

     Net  unrealized  capital gains and losses are presented in  shareholder's
     equity net of deferred taxes. At December 31, 1994,  $81.0 million of net
     unrealized capital losses were reflected in shareholder's  equity without
     deferred tax benefits.  For federal  income tax purposes,  capital losses
     are deductible  only against  capital gains in the year of sale or during
     the  carryback   and   carryforward   periods   (three  and  five  years,
     respectively).  Due to the expected full  utilization of capital gains in
     the carryback  period and the  uncertainty  of future  capital  gains,  a
     valuation  allowance  of  $28.3  million  related  to the net  unrealized
     capital losses has been reflected in shareholder's  equity.  In addition,
     $308.6   million   of  net   unrealized   capital   losses   related   to
     experience-rated  contracts  are not  reflected in  shareholder's  equity
     since  such  losses,  if  realized,  are  allocable  to  contractholders.
     However, the potential loss of tax benefits on such losses is the risk of
     the Company and therefore would adversely  affect the Company rather than
     the  contractholder.  Accordingly,  an additional  valuation allowance of
     $108.0 million has been reflected in shareholder's  equity as of December
     31, 1994. Any reversals of the valuation  allowance are  contingent  upon
     the  recognition of future capital gains in the Company's  federal income
     tax return or a change in  circumstances  which causes the recognition of
     the  benefits  to become more  likely  than not.  Non-recognition  of the
     deferred tax benefits on net  unrealized  losses  described  above had no
     impact on net income for 1994, but has the potential to adversely  affect
     future results if such losses are realized.

     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, 1994.
     This amount would be taxed only under certain conditions. No income taxes
     have  been  provided  on  this  amount  since  management   believes  the
     conditions under which such taxes would become payable are remote.

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

                                      (40)

<PAGE>

           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
        (A wholly owned subsidiary of Aetna Life and Casualty Company)

            Notes to Consolidated Financial Statements (Continued)

7. Benefit Plans

     Employee  Pension Plans - The Company,  in  conjunction  with Aetna,  has
     non-contributory defined benefit pension plans covering substantially all
     employees.  The plans provide pension  benefits based on years of service
     and average annual  compensation  (measured over sixty consecutive months
     of highest earnings in a 120 month period).  Contributions are determined
     using the Entry Age Normal Cost Method and, for  qualified  plans subject
     to ERISA  requirements,  are  limited to the amounts  that are  currently
     deductible for tax reporting purposes. The accumulated benefit obligation
     and plan assets are recorded by Aetna. The accumulated plan assets exceed
     accumulated plan benefits.  There has been no funding to the plan for the
     years 1992 through 1994, and  therefore,  no expense has been recorded by
     the Company.

     Agent  Pension  Plans - The Company,  in  conjunction  with Aetna,  has a
     non-qualified  pension plan covering  certain  agents.  The plan provides
     pension  benefits based on annual  commission  earnings.  The accumulated
     plan assets exceed  accumulated plan benefits.  There has been no funding
     to the plan for the years 1992 through 1994,  and  therefore,  no expense
     has been recorded by the Company.

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

     Aetna implemented FAS No. 106,  Employers'  Accounting for Postretirement
     Benefits Other Than Pensions in 1992 on the immediate  recognition basis.
     The  cumulative  effect  charge for all Aetna  employees was reflected in
     Aetna's 1992  Statement of Income.  Prior to the adoption of FAS No. 106,
     the cost of postretirement benefits was charged to operations as payments
     were  made.  The  accumulated  benefit  obligation  and plan  assets  are
     recorded  by  Aetna.  Accumulated  postretirement  benefits  exceed  plan
     assets.

     The cost to the Company  associated with the Aetna  postretirement  plans
     for 1994, 1993 and 1992 were $1.0 million, $0.8 million and $0.8 million,
     respectively.

     Agent  Postretirement  Benefits - The Company, in conjunction with Aetna,
     also  provides  certain  postemployment  health  care and life  insurance
     benefits for certain agents.  The impact of recognizing the liability for
     agent costs was a cumulative  effect  adjustment of $13.2 million (net of
     deferred taxes of $6.8 million) and is reported in the 1992  Consolidated
     Statement of Income.

     The cost to the Company  associated to the agents'  postretirement  plans
     for 1994, 1993 and 1992 were $0.7 million, $0.6 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 $3.3 million, $3.1 million
     and $2.8 million in 1994, 1993 and 1992, respectively.

                                      (41)

<PAGE>

           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
        (A wholly owned subsidiary of Aetna Life and Casualty Company)

            Notes to Consolidated Financial Statements (Continued)

7. Benefit Plans (Continued)

     Stock Plans - Aetna has a stock  incentive  plan that  provides for stock
     options and  deferred  contingent  common stock or cash awards to certain
     key employees.  Aetna also has a stock option plan under which  executive
     and  middle  management  employees  of Aetna may be  granted  options  to
     purchase  common  stock of Aetna at the market price on the date of grant
     or, in  connection  with certain  business  combinations,  may be granted
     options to purchase  common  stock on  different  terms.  The cost to the
     Company  associated  to the Aetna  stock plans for 1994 and 1993 was $2.3
     million, $0.4 million, respectively. The cost for 1992 was immaterial.

8.   Related Party Transactions

     The Company is compensated by the Separate Accounts for bearing mortality
     and expense  risks  pertaining  to variable  life and annuity  contracts.
     Under the insurance  contracts,  the Separate  Accounts pay the Company a
     daily fee which,  on an annual basis,  ranges,  depending on the product,
     from .70% to 1.80% of their  average  daily net assets.  The Company also
     receives  fees from the  variable  life and annuity  mutual funds and The
     Aetna Series Fund for serving as investment  adviser.  Under the advisory
     agreements,  the Funds pay the  Company a daily fee  which,  on an annual
     basis, ranges, depending on the fund, from .25% to 1.00% of their average
     daily net assets.  The  advisory  agreements  also call for the  variable
     funds to pay their own  administrative  expenses and for The Aetna Series
     Fund to pay certain  administrative  expenses.  The Company also receives
     fees (expressed as a percentage of the average daily net assets) from The
     Aetna Series Fund for providing  administration  shareholder services and
     promoting  sales.  The amount of compensation  and fees received from the
     Separate  Accounts  and  Funds,  included  in  Charges  Assessed  Against
     Policyholders,  amounted  to  $104.6  million,  $93.6  million  and $80.5
     million  in 1994,  1993 and 1992,  respectively.  The  Company  may waive
     advisory fees at its discretion.

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

     Since 1981, all domestic individual  non-participating  life insurance of
     Aetna and its  subsidiaries  has been  issued by the  Company.  Effective
     December 31, 1988, the Company entered into a reinsurance  agreement with
     Aetna Life Insurance Company ("Aetna Life") in which substantially all of
     the  non-participating  individual life and annuity  business  written by
     Aetna Life prior to 1981 was  assumed by the  Company.  A $108.0  million
     commission, paid by the Company to Aetna Life in 1988, was capitalized as
     deferred  policy  acquisition  costs.  The Company  maintained  insurance
     reserves of $690.3 million and $711.0 million as of December 31, 1994 and
     1993,  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 $630.3  million and $685.8  million as of
     December  31,  1994 and 1993,  respectively,  and is based  upon the fair
     value of the underlying assets.  Premiums of $32.8 million, $33.3 million
     and $36.8 million and current and future benefits of $43.8 million, $55.4
     million  and  $47.2  million  were  assumed  in  1994,   1993  and  1992,
     respectively.

                                     (42)

<PAGE>

           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
        (A wholly owned subsidiary of Aetna Life and Casualty Company)

            Notes to Consolidated Financial Statements (Continued)


8. Related Party Transactions (Continued)

     Investment  income of $51.5 million,  $53.3 million and $56.7 million was
     generated from the reinsurance  loan to affiliate in 1994, 1993 and 1992,
     respectively.  Net income of approximately  $25.1 million,  $13.6 million
     and $21.7 million  resulted from this  agreement in 1994,  1993 and 1992,
     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
     $24.2 million and $27.8 million were  maintained  for this contract as of
     December 31, 1994 and 1993, 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 for 1994,
     1993 and 1992 were immaterial.

     Effective  December 31,  1992,  the Company  entered  into an  assumption
     reinsurance   agreement   with  Aetna   Life  to   reinsure  a  block  of
     approximately 3,500 life contingent, period certain and deferred lump sum
     annuities  (totaling  $175.5 million in premium) issued by the Company to
     Aetna  Casualty  to fund  its  obligations  under  structured  settlement
     agreements.  The negotiated  price  recognized the sale of future profits
     and included  consideration to ALIAC for the continued  administration of
     the reinsured contracts on behalf of, and in the name of, Aetna Life.

     The Company received no capital contributions in 1994, 1993 or 1992.

     Premiums due and other receivables include $27.6 million and $9.8 million
     due from  affiliates in 1994 and 1993,  respectively.  Other  liabilities
     include $27.9  million and $26.1  million due to affiliates  for 1994 and
     1993, respectively.

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

                                     (43)

<PAGE>

           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
        (A wholly owned subsidiary of Aetna Life and Casualty Company)

            Notes to Consolidated Financial Statements (Continued)

9. Reinsurance

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

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



<TABLE>
<CAPTION>

                                               Ceded to     Assumed
                                     Direct    Other        from Other   Net
                                     Amount    Companies    Companies    Amount
                                    --------   ---------    ---------   ---------
                                                     (millions)
   1994
   ----
<S>                                 <C>          <C>          <C>         <C>    

 Premiums:
   Life Insurance                   $  25.8      $   6.0      $  32.8     $  52.6
   Accident and Health Insurance       10.8          9.3           -          1.5
   Annuities                           69.9           -           0.2        70.1
                                    ----------------------------------------------
    Total earned premiums           $ 106.5      $  15.3      $  33.0     $ 124.2
                                    ==============================================


   1993
   ----

Premiums:
  Life Insurance                    $  20.9      $   5.6      $  33.3     $  48.6
  Accident and Health Insurance        14.4         12.9           -          1.5
  Annuities                            31.3           -           0.7        32.0
                                    ----------------------------------------------
   Total earned premiums            $  66.6      $  18.5      $  34.0     $  82.1
                                    ==============================================


   1992
   ----

Premiums:
  Life Insurance                    $  20.8      $   5.2      $  36.8     $  52.4
  Accident and Health Insurance        15.1         13.7           -          1.4
  Annuities                            18.4           -           0.3        18.7
                                    ----------------------------------------------
   Total earned premiums            $  54.3      $  18.9      $  37.1     $  72.5
                                    ==============================================
</TABLE>

                                     (44)

<PAGE>

           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
        (A wholly owned subsidiary of Aetna Life and Casualty Company)

            Notes to Consolidated Financial Statements (Continued)

10. Financial Instruments

     The carrying values and estimated fair values of the Company's  financial
     instruments at December 31, 1994 and 1993 were as follows:
<TABLE>
<CAPTION>

                                                            1994                                 1993
                                                   ----------------------------       ----------------------------
                                                    Carrying           Fair             Carrying         Fair
                                                     Value             Value             Value           Value
                                                   ----------------------------       ----------------------------
                                                                                   (millions)
<S>                                                <C>                <C>              <C>              <C>

Assets:
    Cash and cash equivalents                      $   623.3          $   623.3        $   536.1        $   536.1
    Short-term investments                              98.0               98.0             22.6             22.6
    Debt securities                                 10,191.4           10,191.4         10,531.0         10,531.0
    Equity securities                                  229.1              229.1            172.6            172.6
    Limited partnership                                 24.4               24.4              -                -
    Mortgage loans                                       9.9                9.9             10.1             10.1
Liabilities:
    Investment contract liabilities:
          With a fixed maturity                        826.7              833.5            733.3            795.6
          Without a fixed maturity                   8,074.9            7,870.4          8,196.4          8,099.3
</TABLE>


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

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

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

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

                                     (45)

<PAGE>

           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
        (A wholly owned subsidiary of Aetna Life and Casualty Company)

            Notes to Consolidated Financial Statements (Continued)

10. Financial Instruments (Continued)

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

     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.

                                     (46)

<PAGE>

           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
        (A wholly owned subsidiary of Aetna Life and Casualty Company)

            Notes to Consolidated Financial Statements (Continued)

11. Segment Information

     Effective December 31, 1994, the Company's  operations,  which previously
     were reported in total,  will now be reported  through two major business
     segments:  Life  Insurance and  Financial  Services.  The Life  Insurance
     segment  markets most types of life insurance  including  universal life,
     interest-sensitive  whole life,  and term  insurance.  These products are
     offered primarily to individuals,  small  businesses,  employer-sponsored
     groups and executives of Fortune 2000 companies.  The Financial  Services
     segment markets and services individual and group annuity contracts which
     offer a variety of funding  and  distribution  options for  personal  and
     employer-sponsored  retirement  plans that qualify for tax deferral under
     sections  401(k) for  corporations,  403(b) for hospitals and educational
     institutions,  408 for individual retirement accounts,  and 457 for state
     and  local  governments  and tax  exempt  healthcare  organizations  (the
     "deferred  compensation  market"),  of the Internal  Revenue Code.  These
     contracts  may be  immediate  or  deferred.  These  products  are offered
     primarily  to   individuals,   pension   plans,   small   businesses  and
     employer-sponsored groups.

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

<TABLE>
<CAPTION>

(Millions)                                            1994               1993               1992
 --------------------------------------------------------------------------------------------------
<S>                                                 <C>               <C>                <C>

Revenue:
  Life insurance                                    $   386.1         $   371.7          $   363.6
  Financial services                                    946.1             892.8              812.5
                                                    -----------------------------------------------
    Total revenue                                   $ 1,332.2         $ 1,264.5          $ 1,176.1
 --------------------------------------------------------------------------------------------------

Income from continuing  operations  before 
 income taxes and cumulative effect adjustments:
  Life insurance                                    $    96.8         $    98.0          $    74.6
  Financial services                                    119.7             121.1               93.5
                                                    -----------------------------------------------
    Total income from continuing operations before
     income taxes and cumulative effect adjustments $   216.5         $   219.1          $   168.1
 --------------------------------------------------------------------------------------------------

Net income:
  Life insurance                                    $    59.8         $    56.1          $    45.6
  Financial services                                     85.5              86.8               67.6
                                                    -----------------------------------------------
    Income before cumulative effect adjustments     $   145.3         $   142.9          $   113.2
 --------------------------------------------------------------------------------------------------
    Cumulative effect adjustments                         -                 -                  9.6
                                                    -----------------------------------------------
Net income                                          $   145.3         $   142.9          $   122.8
 --------------------------------------------------------------------------------------------------
</TABLE>


<TABLE>
(Millions)                                            1994               1993               1992
<S>                                                 <C>               <C>                <C>
Assets under management, at fair value:
    Life insurance                                  $ 2,175.2         $ 2,180.1          $ 1,973.1
    Financial services                               17,791.9          16,600.5           13,644.3
 --------------------------------------------------------------------------------------------------
       Total assets under management                $19,967.1         $18,780.6          $15,617.4
 --------------------------------------------------------------------------------------------------
</TABLE>

                                     (47)

<PAGE>

Item 9. Disagreements on Accounting and Financial Disclosure

     None. PART IV

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a)    The following documents are filed as part of this report:

       1.  Financial statements.  See Item 8 on Page 18.
       2.  Financial  statement  schedules.  See Index to Financial  Statement
           Schedules on Page 50.
       3.  Exhibits:

           3(a)    Certificate of Incorporation

                   Incorporated   herein  by   reference   to   post-effective
                   amendment  No.  58 to  Registration  Statement  on Form N-4
                   (File No.  2-52449) as filed with the SEC on  February  28,
                   1994.

           3(b)    By-Laws

                   Incorporated   herein  by   reference   to   post-effective
                   amendment  No.  58 to  Registration  Statement  on Form N-4
                   (File No.  2-52449) as filed with the SEC on  February  28,
                   1994.

           4       Instruments   Defining  the  Rights  of  Security  Holders,
                   Including Indentures

                   Incorporated  herein by  reference  to Form  S-1,  File No.
                   33-42555, as amended,  originally filed with the Securities
                   and  Exchange  Commission  on  January  4,  1989  and  most
                   recently amended on April 5, 1991.

                   Incorporated  herein by  reference  to Form  S-1,  File No.
                   33-34583, as amended,  originally filed with the Securities
                   and  Exchange  Commission  on  January  4,  1989  and  most
                   recently amended on April 13, 1993.

                   Incorporated  herein by  reference  to Form  N-4,  File No.
                   2-52448, as amended, most recently on February 28, 1994.

                   Incorporated  herein by  reference  to Form  N-4,  File No.
                   33-34370, as amended, most recently on March 1, 1994.

                   Incorporated herein by reference to Pre-Effective Amendment
                   No.  1 to  Registration  Statement  on Form  N-4,  File No.
                   33-76018, filed on April 25, 1994.

                   Incorporated herein by reference to Registration  Statement
                   on Form N-4, File No. 33-81216, filed on July 6, 1994.

                   Incorporated herein by reference to Registration  Statement
                   Form N-4, File No. 33-88722, filed on January 20, 1995.

                   Incorporated herein by reference to Registration  Statement
                   on Form N-4,  File No. 33-75954,  filed on  February  23,
                   1995.

                                     (48)

<PAGE>

Item 14. Exhibits,  Financial Statement Schedules and Reports on Form 8-K
(Continued)

           4       Instruments   Defining  the  Rights  of  Security  Holders,
                   Including Indentures (Continued)

                   Incorporated   herein  by   reference   to   Post-Effective
                   Amendment No. 3 to Registration Statement on Form N-4, File
                   No. 33-75996, filed on February 23, 1995.

                   Incorporated   herein  by   reference   to   Post-Effective
                   Amendment No. 2 to Registration Statement on Form N-4, File
                   No. 33-75956, filed on February 23, 1995.

                   Incorporated   herein  by   reference   to   Post-Effective
                   Amendment  No. 60 to  Registration  Statement  on Form N-4,
                   File No. 2-52449, filed on February 24, 1995.

                   Incorporated   herein  by   reference   to   Post-Effective
                   Amendment No. 1 to Registration Statement on Form N-4, File
                   No. 33-75988, filed on February 27, 1995.

                   Incorporated herein by reference to Registration  Statement
                   on Form N-4, File No. 33-75976, filed on February 28, 1995.

                   Incorporated herein by reference to Registration  Statement
                   on Form N-4, File No. 33-75984 filed on February 28, 1995.

                   Incorporated   herein  by   reference   to   Post-Effective
                   Amendment No. 1 to Registration Statement on Form N-4, File
                   No. 33-79122, filed on March 2, 1995.

                   Incorporated herein by reference to Registration  Statement
                   on Form S-6, File No. 33-75248, filed on February 10, 1994.

                   Incorporated  herein by  reference  to Form  S-6,  File No.
                   33-2339, as amended, most recently on February 18, 1994.

                   Incorporated herein by reference to Pre-Effective Amendment
                   No.  1 to  Registration  Statement  on Form  S-6,  File No.
                   33-76004, filed on April 29, 1994.

           10      Material  Contracts  (Management  contracts /  compensatory
                   plans or arrangements)

                   * The 1984 Stock  Option  Plan of Aetna  Life and  Casualty
                   Company  and  the  amendments   thereto;   incorporated  by
                   reference  to Aetna Life and Casualty  Company's  1992 Form
                   10-K,  filed on March  17,  1993.  Commission  File  Number
                   1-5704

                   * Aetna Life and Casualty Company's  Supplemental Incentive
                   Savings Plan;  incorporated  by reference to Aetna Life and
                   Casualty Company's 1992 Form 10-K, filed on March 17, 1993.
                   Commission File Number 1-5704

                   * Aetna Life and Casualty  Company's  Supplemental  Pension
                   Benefit Plan;  incorporated  by reference to Aetna Life and
                   Casualty Company's 1992 Form 10-K, filed on March 17, 1993.
                   Commission File Number 1-5704

                                     (50)

<PAGE>

Item 14.  Exhibits,  Financial  Statement  Schedules  and  Reports on Form 8-K
(Continued)

           10      Material  Contracts  (Management  contracts /  compensatory
                   plans or arrangements) (Continued)

                   *  Aetna  Life  and  Casualty   Company's  1986  Management
                   Incentive Plan; incorporated by reference to Aetna Life and
                   Casualty  Company's  1992 Form 10-K,  as amended  effective
                   February 25, 1994. Commission File Number 1-5704

                   * Aetna Life and Casualty  Company's  1994 Stock  Incentive
                   Plan;  incorporated by reference to 1994 Proxy Statement of
                   Aetna Life and Casualty Company filed on March 18, 1994.

                   Fund  Participation  Agreements between ALIAC and Lexington
                   Emerging  Markets  Fund,  Inc.  and  Lexington   Management
                   Corporation - Incorporated  by reference to Post- Effective
                   Amendment  No. 15 to  Registration  Statement  on Form N-4,
                   File No. 33-34370, filed on April 19, 1994.

                   Fund  Participation  Agreements  between  ALIAC  and  Alger
                   American  Fund and Fred  Alger  Management,  Inc.,  Calvert
                   Asset Management Company, Lexington Management Corporation,
                   and  Neuberger  &  Berman  Advisors   Management   Trust  -
                   Incorporated by reference to Pre-Effective  Amendment No. 1
                   to Registration  Statement on Form N-4, File No.  33-75996,
                   filed on April 21, 1994.

                   Fund  Participation  Agreements  between ALIAC and Franklin
                   Advisors, Inc. - Incorporated by reference to Pre-Effective
                   Amendment No. 1 to Registration Statement on Form N-4, File
                   No. 33-75990, filed on April 25, 1994.

                   Fund  Participation  Agreements  between ALIAC and Fidelity
                   Distributors  Corporation  -  Incorporated  by reference to
                   Pre-Effective  Amendment No. 1 to Registration Statement on
                   Form N-4, File No. 33-75978, filed on April 25, 1994.

                   Fund Participation Agreements between ALIAC and Janus Aspen
                   Series  -   Incorporated   by  reference  to   Registration
                   Statement on Form N-4, File No.  33-75960,  filed on August
                   9, 1994.

                   Fund  Participation  Agreements  between  ALIAC and Scudder
                   Variable Life Investment  Fund, and TCI Portfolios,  Inc. -
                   Incorporated by reference to Registration Statement on Form
                   N-4, File No. 33-88720, filed on January 20, 1995.

                   * Management contract or compensatory plan or arrangement

           21      Subsidiaries of the Registrant

                   Incorporated  by reference  to Exhibit 24C to  Registration
                   Statement  on Form  N-4  (File  Number  33-88720)  filed on
                   January 20, 1995.

                                     (51)

<PAGE>

Item 14.  Exhibits,  Financial  Statement  Schedules  and  Reports on Form 8-K
(Continued)

           24      Power of Attorney

                   Filed herein immediately after Signature page.

           Exhibits  other than these listed are omitted  because they are not
           required or not applicable.

(b) Reports on Form 8-K.

     None.

                                     (52)
<PAGE>
                         Independent Auditor's Report

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

Under date of February 7, 1995, we reported on the consolidated balance sheets
of Aetna Life Insurance and Annuity  Company and  Subsidiaries  as of December
31, 1994 and 1993, 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, 1994, as included  herein.  In connection  with our
audits of the aforementioned  consolidated financial statements,  we also have
audited  the  related   financial   statement   schedules  as  listed  in  the
accompanying  index. These consolidated  financial statement schedules are the
responsibility of the Company's  management.  Our responsibility is to express
an opinion on these consolidated  financial  statement  schedules based on our
audits.

In  our  opinion,  such  consolidated  financial  statement  schedules,   when
considered in relation to the basic consolidated financial statements taken as
a whole,  present fairly, in all material respects,  the information set forth
therein.

As discussed in Note 1 to the consolidated  financial statements,  in 1993 the
Company changed its methods of accounting for certain  investments in debt and
equity securities and reinsurance contracts.  In 1992, the Company changed its
method of accounting for income taxes and  postretirement  benefits other than
pensions.

                                                         KPMG Peat Marwick LLP

Hartford, Connecticut 
February 7, 1995 

                                     (53)
<PAGE>

                                  APPENDIX C

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                   Form 10-Q

               Quarterly Report Pursuant to Section 13 or 15(d)
                    of the Securities Exchange Act of 1934


     For the quarterly period                        Commission file
     ended September 30, 1995                        number 33-23376
     ------------------------                        ---------------

                   Aetna Life Insurance and Annuity Company
 -----------------------------------------------------------------------------
         (Exact name of registrant as specified in its charter)


           Connecticut                                        71-0294708
 -----------------------------------------------------------------------------
 (State or other jurisdiction of                            (I.R.S. Employer
  incorporation or organization)                           Identification No.)

  151 Farmington Avenue, Hartford, Connecticut              06156
 -----------------------------------------------------------------------------
   (Address of principal executive offices)               (ZIP Code)


Registrant's telephone number, including area code     (860) 273-0978
                                                   ---------------------

                                     None
 -----------------------------------------------------------------------------
Former name, former address and former fiscal year if changed since last report


Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                        Yes     X      No
                               ---          ---

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

                                                             Shares Outstanding
Title of Class                                              at October 31, 1995
- --------------                                              -------------------
Common Stock,
 par value $50                                                     55,000

The registrant meets the conditions set forth in General Instruction H(1)(a)
and (b) of Form 10-Q and is therefore filing this Form with the reduced
disclosure format.
<PAGE>

           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
        (A wholly owned subsidiary of Aetna Life and Casualty Company)

       Quarterly Report For Period Ended September 30, 1995 on Form 10-Q

                               TABLE OF CONTENTS
                               -----------------

                                                                          PAGE
                                                                          ----

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

       Consolidated Statements of Income..............................      3
       Consolidated Balance Sheets....................................      4
       Consolidated Statements of Changes in Shareholder's Equity.....      5
       Consolidated Statements of Cash Flows..........................      6
       Condensed Notes to Consolidated Financial Statements...........      7
       Independent Auditors' Review Report............................      8

Item 2.  Management's Analysis of the Results of Operations...........      9


PART II. OTHER INFORMATION

Item 1.  Legal Proceedings............................................     14

Item 6. Exhibits and Reports on Form 8-K..............................     14

Signatures............................................................     15


                                      (2)
<PAGE>

           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
        (A wholly owned subsidiary of Aetna Life and Casualty Company)

<TABLE>
                       Consolidated Statements of Income
                                  (millions)
<CAPTION>

                                                       3 Months Ended September 30,     9 Months Ended September 30,
                                                       ----------------------------     ----------------------------
                                                          1995             1994            1995             1994
                                                          ----             ----            ----             ----
<S>                                                       <C>              <C>             <C>              <C>  
Revenue:
  Premiums                                                $24.1            $26.7           $94.8            $79.2
  Charges assessed against policyholders                   80.2             70.6           231.1            207.0
  Net investment income                                   250.1            224.1           732.0            684.9
  Net realized capital gains                                8.3              3.4            19.3              5.3
  Other income                                              7.5              1.0            30.0              3.9
                                                       --------         --------        --------         --------
        Total revenue                                     370.2            325.8         1,107.2            980.3

Benefits and expenses:
  Current and future benefits                             230.2            206.6           677.1            621.1
  Operating expenses                                       74.3             54.5           222.9            166.7
  Amortization of deferred policy acquisition costs         6.9             11.9            27.3             31.7
                                                       --------         --------        --------         --------
       Total benefits and expenses                        311.4            273.0           927.3            819.5

Income before federal income taxes                         58.8             52.8           179.9            160.8
Federal income taxes                                       19.6             16.0            58.8             51.4
                                                       --------         --------        --------         --------
Net income                                                $39.2            $36.8          $121.1           $109.4
                                                       ========         ========        ========         ========
</TABLE>

See Condensed Notes to Consolidated Financial Statements.



                                      (3)
<PAGE>

           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
        (A wholly owned subsidiary of Aetna Life and Casualty Company)

<TABLE>
                          Consolidated Balance Sheets
                                  (millions)

<CAPTION>
                                                                  September 30,    December 31,
Assets                                                                1995             1994
- ------                                                                ----             ----
<S>                                                                  <C>              <C>      
Investments:
  Debt securities, available for sale:
    (amortized cost:  $11,540.8 and $10,577.8)                       $11,999.5        $10,191.4
  Equity securities, available for sale:
    Non-redeemable preferred stock (cost:  $54.8 and $43.3)               61.5             47.2
    Investment in affiliated mutual funds (cost:  $213.9 and $187.1)     241.7            181.9
    Common stock (cost:  $5.7 at September 30, 1995)                       7.6              --
  Short-term investments                                                  16.6             98.0
  Mortgage loans                                                           5.6              9.9
  Policy loans                                                           305.7            248.7
  Limited partnership                                                     24.6             24.4
                                                                   -----------      -----------
       Total investments                                              12,662.8         10,801.5

Cash and cash equivalents                                                506.4            623.3
Accrued investment income                                                171.8            142.2
Premiums due and other receivables                                        54.5             75.8
Deferred policy acquisition costs                                      1,283.1          1,172.0
Reinsurance loan to affiliate                                            659.4            690.3
Other assets                                                              21.2             15.9
Separate Accounts assets                                               9,931.9          7,420.8
                                                                   -----------      -----------
       Total assets                                                  $25,291.1        $20,941.8
                                                                   ===========      ===========
Liabilities and Shareholder's Equity
- ------------------------------------
Liabilities:
- -----------
  Future policy benefits                                              $3,247.2         $2,920.4
  Unpaid claims and claim expenses                                        22.9             23.8
  Policyholders' funds left with the Company                          10,132.7          8,949.3
                                                                   -----------      -----------
       Total insurance reserve liabilities                            13,402.8         11,893.5
  Other liabilities                                                      261.4            302.1
  Federal income taxes:
    Current                                                               17.6              3.4
    Deferred                                                             167.6            233.5
  Separate Accounts liabilities                                        9,931.9          7,420.8
                                                                   -----------      -----------
       Total liabilities                                              23,781.3         19,853.3
                                                                   -----------      -----------
Shareholder's equity:
  Common stock, par value $50 (100,000 shares
   authorized; 55,000 shares issued and outstanding)                       2.8              2.8
  Paid-in capital                                                        407.6            407.6
  Net unrealized capital gains (losses)                                  111.2           (189.0)
  Retained earnings                                                      988.2            867.1
                                                                   -----------      -----------
       Total shareholder's equity                                      1,509.8          1,088.5
                                                                   -----------      -----------
         Total liabilities and shareholder's equity                  $25,291.1        $20,941.8
                                                                   ===========      ===========
</TABLE>
See Condensed Notes to Consolidated Financial Statements.

                                      (4)
<PAGE>

           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
        (A wholly owned subsidiary of Aetna Life and Casualty Company)

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

<CAPTION>
                                                            9 Months Ended September 30,
                                                           ------------------------------
                                                                1995             1994
                                                                ----             ----
<S>                                                          <C>               <C>     
Shareholder's equity, beginning of period                    $1,088.5          $1,246.7
Net change in unrealized capital gains (losses)                 300.2            (224.1)
Net income                                                      121.1             109.4
                                                           ----------        ----------
Shareholder's equity, end of period                          $1,509.8          $1,132.0
                                                           ==========        ==========
</TABLE>


See Condensed Notes to Consolidated Financial Statements.

                                      (5)
<PAGE>

           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
        (A wholly owned subsidiary of Aetna Life and Casualty Company)

<TABLE>

                     Consolidated Statements of Cash Flows
                                  (millions)
                                                                   9 Months Ended September 30,
                                                                  ------------------------------
                                                                       1995            1994
                                                                       ----            ----
<S>                                                                   <C>             <C>   
Cash Flows from Operating Activities:
      Net income                                                      $121.1          $109.4
      Adjustments to reconcile net income to net cash
        provided by operating activities:
      Increase in accrued investment income                            (29.6)           (9.8)
      Decrease in premiums due and other receivables                    28.1            12.4
      Increase in policy loans                                         (57.0)          (31.3)
      Increase in deferred policy acquisition costs                   (111.1)          (52.7)
      Decrease in reinsurance loan to affiliate                         30.9            21.0
      Net increase in universal life account balances                  164.0           110.2
      Increase in other insurance reserve liabilities                   10.6            14.1
      Net (increase) decrease in other liabilities and other assets    (17.2)           23.3
      Increase in federal income taxes                                  (3.6)          (17.7)
      Net accretion of discount on debt securities                     (48.9)          (62.0)
      Net realized capital gains                                       (19.3)           (5.3)
                                                                      ------           -----
            Net cash provided by operating activities                   68.0           111.6
                                                                      ------           -----

Cash Flows from Investing Activities:
      Proceeds from sales of:
          Debt securities available for sale                         3,276.2         2,976.0
          Equity securities                                            130.5            87.4
      Investment maturities and collections of:
         Debt securities available for sale                            420.7         1,134.0
         Short-term investments                                         95.6            16.2
      Cost of investment purchases in:
         Debt securities available for sale                         (4,581.6)       (4,460.5)
         Equity securities                                            (170.2)         (159.2)
         Short-term investments                                        (14.2)          (87.5)
         Limited partnership                                             --            (25.0)
                                                                      ------           -----
            Net cash used for investing activities                    (843.0)         (518.6)
                                                                      ------           -----

Cash Flows from Financing Activities:
      Deposits and interest credited for investment contracts        1,461.9         1,328.6
      Withdrawals of investment contracts                             (803.8)         (705.3)
                                                                      ------           -----
            Net cash provided by financing activities                  658.1           623.3
                                                                      ------           -----

Net (decrease) increase in cash and cash equivalents                  (116.9)          216.3
Cash and cash equivalents, beginning of period                         623.3           536.1
                                                                      ------           -----

Cash and cash equivalents, end of period                              $506.4          $752.4
                                                                      ------           -----

Supplemental cash flow information:
  Income taxes paid, net                                               $62.4           $69.1
                                                                      ------           -----
</TABLE>

See Condensed Notes to Consolidated Financial Statements.

                                      (6)
<PAGE>

           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
        (A wholly owned subsidiary of Aetna Life and Casualty Company)

             Condensed Notes to Consolidated Financial Statements


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, Systematized Benefits Administrators, Inc., Aetna
        Private Capital, Inc. and Aetna Investment Services, Inc. (collectively,
        the "Company"). Aetna Life Insurance and Annuity Company is a wholly
        owned subsidiary of Aetna Life and Casualty Company ("Aetna").

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

2.      Federal Income Taxes
        --------------------

        Net unrealized capital gains and losses are presented in shareholder's
        equity net of deferred taxes. During the nine months ended September 30,
        1995, the Company moved from a net unrealized capital loss position of
        $189.0 million at December 31, 1994, to a net unrealized capital gain
        position of $111.2 million at September 30, 1995, primarily due to
        decreases in interest rates. As a result, all valuation allowances
        previously established related to deferred tax assets on these capital
        losses were reversed, which had no impact on net income for the three
        and nine months ended September 30, 1995.

                                      (7)
<PAGE>

                      Independent Auditors' Review Report
                      -----------------------------------


The Board of Directors
Aetna Life Insurance and Annuity Company:

We have reviewed the accompanying condensed consolidated balance sheet of
Aetna Life Insurance and Annuity Company and Subsidiaries as of September 30,
1995, and the related condensed consolidated statements of income for the
three-month and nine-month periods ended September 30, 1995 and 1994, and the
related condensed consolidated statements of changes in shareholder's equity
and cash flows for the nine-month periods then ended.  These condensed
consolidated financial statements are the responsibility of the Company's
management.

We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants.  A review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters.  It is substantially less in scope than an audit conducted
in accordance with generally accepted auditing standards, the objective of
which is the expression of an opinion regarding the financial statements taken
as a whole.  Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that
should be made to the accompanying condensed consolidated financial statements
for them to be in conformity with generally accepted accounting principles.

We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet of Aetna Life Insurance and Annuity
Company and Subsidiaries as of December 31, 1994, and the related consolidated
statements of income, changes in shareholder's equity, and cash flows for the
year then ended (not presented herein); and in our report dated February 7,
1995, we expressed an unqualified opinion on those consolidated financial
statements.  In our opinion, the information set forth in the accompanying
condensed consolidated balance sheet as of December 31, 1994, is fairly
presented, in all material respects, in relation to the consolidated balance
sheet from which it has been derived.




                                                 /s/ KPMG Peat Marwick LLP


Hartford, Connecticut
October 26, 1995


                                      (8)

<PAGE>

Item 2. Management's Analysis of the Results of Operations

<TABLE>
Consolidated Results of Operations: Operating Summary
- -----------------------------------------------------
<CAPTION>

                                                       3 Months Ended                    9 Months Ended
                                                        September 30,                     September 30,
Operating Summary (millions)                          1995         1994                 1995         1994
- -----------------------------------------------------------------------------------------------------------
<S>                                              <C>          <C>                  <C>          <C>       
Premiums                                         $     24.1   $     26.7           $     94.8   $     79.2
Charges assessed against policyholders                 80.2         70.6                231.1        207.0
Net investment income                                 250.1        224.1                732.0        684.9
Net realized capital gains                              8.3          3.4                 19.3          5.3
Other income                                            7.5          1.0                 30.0          3.9
- -----------------------------------------------------------------------------------------------------------
       Total revenue                                  370.2        325.8              1,107.2        980.3
- -----------------------------------------------------------------------------------------------------------
Current and future benefits                           230.2        206.6                677.1        621.1
Operating expenses                                     74.3         54.5                222.9        166.7
Amortization of deferred policy acquisition costs       6.9         11.9                 27.3         31.7
- -----------------------------------------------------------------------------------------------------------
       Total benefits and expenses                    311.4        273.0                927.3        819.5
- -----------------------------------------------------------------------------------------------------------
       Income before federal income taxes              58.8         52.8                179.9        160.8
Federal income taxes                                   19.6         16.0                 58.8         51.4
- -----------------------------------------------------------------------------------------------------------
       Net income                                $     39.2   $     36.8           $    121.1   $    109.4
===========================================================================================================
- -----------------------------------------------------------------------------------------------------------
Deposits not included in premiums above: (1)
     Fully guaranteed                            $    232.5   $    178.9           $    805.7   $    531.8
     Experience-rated                                 262.6        278.0                821.7        894.0
     Non-guaranteed                                   471.8        320.5              1,189.7      1,021.7
                                                  ---------------------------------------------------------
     Total                                       $    966.9   $    777.4           $  2,817.1   $  2,447.5
===========================================================================================================
Assets under management: (2)
     Fully guaranteed                                                              $  3,269.8   $  2,559.8
     Experience-rated                                                                10,393.7      9,103.1
     Non-guaranteed                                                                  10,608.5      7,646.2
                                                                                     ----------------------
     Total                                                                         $ 24,272.0   $ 19,309.1
===========================================================================================================
<FN>
(1) Under FAS 97, certain deposits are not included in premiums or revenue.
(2) Under FAS 115, included above are net unrealized capital gains of
    $458.7 million and net unrealized capital losses of $232.1 million at
    September 30, 1995 and 1994, respectively.
</FN>
</TABLE>
<TABLE>

Overview
The Company's adjusted earnings (after-tax) follow (in millions):

<CAPTION>
                                             3 Months Ended              9 Months Ended
                                              September 30,               September 30,
                                          1995             1994       1995             1994
                                      ---------------------------------------------------------
<S>                                    <C>              <C>        <C>              <C>       
Net income                             $    39.2        $    36.8  $    121.1       $    109.4
 Less:
     Net realized capital gains              5.4              2.2        12.5              3.5
                                      ---------------------------------------------------------
Adjusted earnings                      $    33.8        $    34.6  $    108.6       $    105.9
                                      =========================================================
</TABLE>

The Company's adjusted earnings for the nine months ended September 30, 1995
increased 3% when compared with the same period a year ago, while third quarter
of 1995 adjusted earnings reflected a 2% decrease when compared to the third
quarter of 1994.

Third quarter and year-to-date results in 1995 reflected an increase in
charges assessed against policyholders and net investment income related to the
growth in assets under management offset by an increase in operating expenses.
The increase in operating expenses primarily reflects continued business
growth.  Operating expenses for the nine months ended September 30, 1995 also
include increased costs associated with the implementation of a new contract
administration system.

                                      (9)
<PAGE>

Segment Results
<TABLE>

Life Insurance Segment
- ----------------------
<CAPTION>
                                                        3 Months Ended                   9 Months Ended
                                                         September 30,                    September 30,
Operating Summary (millions)                          1995           1994              1995           1994
- --------------------------------------------------------------------------------------------------------------
<S>                                                <C>           <C>               <C>            <C>       
Premiums                                           $     8.3     $     12.5        $     33.5     $     37.3
Charges assessed against policyholders                  41.5           38.8             122.9          113.3
Net investment income                                   44.3           41.7             129.7          128.4
Net realized capital gains                               1.5             .2               1.1             .5
Other income                                             1.3            1.0               4.3            3.5
      --------------------------------------------------------------------------------------------------------
       Total revenue                                    96.9           94.2             291.5          283.0
      --------------------------------------------------------------------------------------------------------
Current and future benefits                             54.8           52.5             149.1          155.9
Operating expenses                                      13.4           14.4              44.5           45.2
Amortization of deferred policy acquisition costs        5.1            5.8              23.0           13.6
      --------------------------------------------------------------------------------------------------------
       Total benefits and expenses                      73.3           72.7             216.6          214.7
      --------------------------------------------------------------------------------------------------------
       Income before federal income taxes               23.6           21.5              74.9           68.3
Federal income taxes                                     9.2            8.0              29.1           25.3
      --------------------------------------------------------------------------------------------------------
       Net income                                  $    14.4     $     13.5        $     45.8     $     43.0
==============================================================================================================
- --------------------------------------------------------------------------------------------------------------
Deposits not included in premiums above: (1)
     Experience-rated                              $    70.4     $     68.7        $    235.4     $    199.6
     Non-guaranteed                                      9.6            6.4              29.5           19.0
                                              ----------------------------------------------------------------
     Total                                         $    80.0     $     75.1        $    264.9     $    218.6
==============================================================================================================
Assets under management: (2)
     Fully guaranteed                                                              $    603.4     $    621.1
     Experience-rated                                                                 1,703.3        1,428.9
     Non-guaranteed                                                                     117.0           77.5
                                              ----------------------------------------------------------------
     Total                                                                         $  2,423.7     $  2,127.5
==============================================================================================================
<FN>
(1) Under FAS 97, certain deposits are not included in premiums or revenue.
(2) Under FAS 115, included above are net unrealized capital gains of $63.0
    million and net unrealized capital losses of $23.0 million at September 30,
    1995 and 1994, respectively.
</FN>
</TABLE>
<TABLE>

Adjusted earnings in the Life Insurance segment (after-tax) follow (in
millions):

<CAPTION>
                                          3 Months Ended                9 Months Ended
                                           September 30,                 September 30,
                                       1995             1994         1995             1994
                                     -------------------------------------------------------
<S>                                  <C>              <C>          <C>              <C>     
Net income                           $   14.4         $   13.5     $   45.8         $   43.0
 Less:
     Net realized capital gains           1.0               .2           .7               .4
                                     -------------------------------------------------------
Adjusted earnings                    $   13.4         $   13.3     $   45.1         $   42.6
                                     =======================================================
</TABLE>

Adjusted earnings for the nine months ended September 30, 1995 increased 6%
when compared with the same period a year ago, while third quarter of 1995
adjusted earnings remained level when compared to the third quarter of 1994.
Third quarter and year-to-date results in 1995 reflected an increase in the
volume of business in force as a result of strong sales over the past year.

Charges assessed against policyholders for universal life and
interest-sensitive whole life insurance increased 7% and 8% for the three and
nine months ended September 30, 1995, respectively, when compared with the same
periods a year ago reflecting an increase in the volume of business in force.


                                      (10)
<PAGE>

Net investment income increased 6% and 1% for the three and nine months
ended September 30, 1995, respectively, when compared with the same periods a
year ago reflecting an increase in universal life assets under management
partially offset by the lower net investment yield on the Company's portfolio
of investments.

Current and future benefits decreased 4% for the nine months ended September
30, 1995 when compared with the same period a year ago reflecting improved
mortality experience related to universal life insurance.  Current and future
benefits for the three months ended September 30, 1995 increased 4% reflecting
unfavorable mortality experience when compared with the same period a year ago.

<TABLE>
Financial Services Segment
- --------------------------
<CAPTION>

                                                          3 Months Ended                    9 Months Ended
                                                           September 30,                     September 30,
Operating Summary (millions)                            1995           1994               1995           1994
- ----------------------------------------------------------------------------------------------------------------
<S>                                                  <C>            <C>                <C>            <C>      
Premiums                                             $    15.8      $    14.2          $    61.3      $    41.9
Charges assessed against policyholders                    38.7           31.8              108.2           93.7
Net investment income                                    205.8          182.4              602.3          556.5
Net realized capital gains                                 6.8            3.2               18.2            4.8
Other income                                               6.2              -               25.7             .4
          ------------------------------------------------------------------------------------------------------
            Total revenue                                273.3          231.6              815.7          697.3
          ------------------------------------------------------------------------------------------------------
Current and future benefits                              175.4          154.1              528.0          465.2
Operating expenses                                        60.9           40.1              178.4          121.5
Amortization of deferred policy acquisition costs          1.8            6.1                4.3           18.1
          ------------------------------------------------------------------------------------------------------
            Total benefits and expenses                  238.1          200.3              710.7          604.8
          ------------------------------------------------------------------------------------------------------
            Income before federal income taxes            35.2           31.3              105.0           92.5
Federal income taxes                                      10.4            8.0               29.7           26.1
          ------------------------------------------------------------------------------------------------------
            Net income                               $    24.8      $    23.3          $    75.3      $    66.4
================================================================================================================
- ----------------------------------------------------------------------------------------------------------------
Deposits not included in premiums above: (1)
     Fully guaranteed                                $   232.5      $   178.9          $   805.7      $   531.8
     Experience-rated                                    192.2          209.3              586.3          694.4
     Non-guaranteed                                      462.2          314.1            1,160.2        1,002.7
                                                    ------------------------------------------------------------
     Total                                           $   886.9      $   702.3          $ 2,552.2      $ 2,228.9
================================================================================================================
Assets under management: (2)
     Fully guaranteed                                                                  $ 2,666.4      $ 1,938.7
     Experience-rated                                                                    8,690.4        7,674.2
     Non-guaranteed                                                                     10,491.5        7,568.7
                                                                                      --------------------------
Total                                                                                  $21,848.3      $17,181.6
================================================================================================================
<FN>
(1) Under FAS 97, certain deposits are not included in premiums or revenue.
(2) Under FAS 115, included above are net unrealized capital gains of
    $395.7 million and net unrealized capital losses of $209.1 million at
    September 30, 1995 and 1994, respectively.
</FN>
</TABLE>

<TABLE>
Adjusted earnings in the Financial Services segment (after-tax) follow (in
millions):

<CAPTION>
                                                3 Months Ended                    9 Months Ended
                                                 September 30,                     September 30,
                                             1995             1994             1995             1994
                                           -----------------------------------------------------------
<S>                                        <C>              <C>              <C>              <C>     
Net income                                 $   24.8         $   23.3         $   75.3         $   66.4
 Less:
     Net realized capital gains                 4.4              2.0             11.8              3.1
                                           -----------------------------------------------------------
Adjusted earnings                          $   20.4         $   21.3         $   63.5         $   63.3
                                           ===========================================================
</TABLE>


                                     (11)
<PAGE>

Effective January 1, 1995 the Company assumed responsibility for two service
organizations, a record keeping service organization and a payment and retiree
administration service organization, with year-to-date combined adjusted losses
of $(.4) million.  As a result, other income and operating expenses reflect
variances of $8.5 million and $9.0 million for the three months ended September
30, 1995, and $28.3 million and $28.8 million for the nine months ended
September 30, 1995.  The results of these organizations were previously
reported by an affiliate.

Adjusted earnings for the nine months ended September 30, 1995 remained
level when compared with the same period a year ago, while the third quarter of
1995 adjusted earnings reflected a 4% decrease when compared to the third
quarter of 1994.  Third quarter and year-to-date results in 1995 reflected an
increase in charges assessed against policyholders and net investment income,
primarily due to an increase in assets under management, offset by increases in
operating expenses.

Charges assessed against policyholders for annuity contracts increased 22%
and 16% for the three and nine months ended September 30, 1995, respectively,
when compared with the same periods a year ago, reflecting the increase in
assets under management.

Net investment income increased 13% for the three months ended September 30,
1995 when compared with the same period a year ago, reflecting the increase in
assets under management and the higher net investment yield on the Company's
portfolio of investments.  Net investment income increased 8% for the nine
months ended September 30, 1995 when compared with the same period a year ago,
reflecting the increase in assets under management partially offset by the
lower net investment yield on the Company's portfolio of investments.

Operating expenses for the three and nine months ended September 30, 1995,
excluding the impact of moving the two service organizations into the Company
as discussed above, increased by 29% and 23% when compared to the same periods
a year ago.  The increase in operating expenses primarily reflects continued
business growth.  Operating expenses for the nine months ended September 30,
1995 also include increased costs associated with the implementation of a new
contract administration system.


General Account Investments
- ---------------------------

The Company's investment strategies and portfolios are intended to match the
duration of the related liabilities and provide sufficient cash flow to meet
obligations while maintaining a competitive rate of return.  The duration of
these investments is monitored, and investment purchases and sales are executed
with the objective of having adequate funds available to satisfy the Company's
maturing liabilities.  The risks associated with investments supporting
experience-rated products are assumed by those customers subject to, among
other things, certain minimum guarantees.

                                     (12)
<PAGE>

The Company's invested assets were comprised of the following, net of
impairment reserves:

<TABLE>
<CAPTION>
                                                              September 30,   December 31,
(Millions)                                                        1995            1994
- ------------------------------------------------------------------------------------------
<S>                                                          <C>             <C>         
Debt securities                                              $   11,999.5    $   10,191.4
Equity securities:
    Non-redeemable preferred stock                                   61.5            47.2
    Investment in affiliated mutual funds                           241.7           181.9
    Common stock                                                      7.6               -
Short-term investments                                               16.6            98.0
Mortgage loans                                                        5.6             9.9
Policy loans                                                        305.7           248.7
Limited partnership                                                  24.6            24.4
                                                             -----------------------------
    Total Investments                                            12,662.8        10,801.5
Cash and cash equivalents                                           506.4           623.3
                                                             -----------------------------
    Total Investments and Cash and Cash Equivalents          $   13,169.2    $   11,424.8
==========================================================================================
</TABLE>

At September 30, 1995 and December 31, 1994, the Company's carrying value of
investments in debt securities were $12.0 billion and $10.2 billion, 95% and
94%, respectively, of total general account invested assets.  At September 30,
1995 and December 31, 1994, $9.2 billion and $8.0 billion, 77% and 78%,
respectively, of total debt securities supported experience-rated products.

It is management's objective that the portfolio of debt securities be of
high quality and be well-diversified by market sector.  The debt securities in
the Company's portfolio are generally rated by external rating agencies, and,
if not externally rated, are rated by the Company on a basis believed to be
similar to that used by the rating agencies.  The average quality rating of the
Company's debt security  portfolio was AA- at September 30, 1995 and AA at
December 31, 1994.


<TABLE>
Debt Securities Quality Ratings
at September 30, 1995
- ---------------------------------
<S>                        <C>  
AAA                        47.0%
AA                         11.4
A                          24.1
BBB                        12.6
BB                          3.8
B                           1.1
                         --------
                          100.0%
                         ========
</TABLE>


<TABLE>
Debt Securities Investments by Market Sector
at September 30, 1995
- ------------------------------------------------------------
<S>                                                   <C>  
U.S. Corporate Securities                             43.7%
Residential Mortgage-Backed Securities                27.5
Foreign Securities - U.S. Dollar Denominated          11.0
Asset-Backed Securities                                6.3
Commercial/Multifamily Mortgage-Backed Securities      5.6
U.S. Treasuries/Agencies                               5.4
Other                                                   .5
                                                    --------
                                                     100.0%
                                                    ========
</TABLE>


                                     (13)
<PAGE>

PART II.        OTHER INFORMATION


Item 1. Legal Proceedings.

The Company and its Board of Directors know of no material legal proceedings
pending to which the Company is a party or which would materially affect the
Company.

Item 6. Exhibits and Reports on Form 8-K.

        (a)     Exhibits

                (27)    Financial Data Schedule.

        (b)     Reports on Form 8-K

                None.


                                     (14)


<PAGE>

                                  SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                      AETNA LIFE INSURANCE AND ANNUITY COMPANY
                                              (Registrant)


  November 10, 1995                   By /s/ Eugene M. Trovato
 -------------------                    ------------------------
       (Date)                           Eugene M. Trovato
                                        Vice President and Controller
                                        (Chief Accounting Officer)


                                     (15)


<PAGE>

                                    PART II
                    INFORMATION NOT REQUIRED IN PROSPECTUS


ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

     The expenses  payable by the Company in  connection  with the offering is
set forth in the table below.

   
         SEC registration fee               $  20,000
         Printing                           $  25,000
         Legal fees and expenses            $  50,000
         Accounting fees and expenses       $   5,000
         Miscellaneous                      $     500
                                              _______
         Total                              $ 100,500
    


ITEM 15.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Reference is hereby made to the Connecticut  General Statues  ("C.G.S."),
Section  33-320a,  regarding  indemnification  of  directors  and  officers of
Connecticut  corporations.  The statute  provides in general that  Connecticut
corporations shall indemnify their officers, directors, employees, agents, and
certain other defined individuals against judgments, fines, penalties, amounts
paid in settlement and  reasonable  expenses  actually  incurred in connection
with proceedings  against the  corporation.  The  corporation's  obligation to
provide  such  indemnification  does not apply  unless (1) the  individual  is
successful  on the  merits in the  defense  of any such  proceeding;  or (2) a
determination  is made (by a majority of the board of directors not a party to
the proceeding by written consent;  by independent legal counsel selected by a
majority of the directors not involved in the proceeding;  or by a majority of
the  shareholders not involved in the proceeding) that the individual acted in
good faith and in the best  interests  of the  corporation;  or (3) the court,
upon   application  by  the   individual,   determines  in  view  of  all  the
circumstances that such person is reasonably entitled to be indemnified.

     C.G.S.  33-320a provides an exclusive  remedy; a Connecticut  corporation
cannot  indemnify  a director or officer to an extent  either  greater or less
than that  authorized by the statute,  e.g.,  pursuant to its  certificate  of
incorporation,  bylaws, or any separate contractual arrangement.  However, the
statute does specifically  authorize a corporation to procure  indemnification
insurance to provide  greater  indemnification  rights.  The premiums for such
insurance may be shared by the corporation with the insured  individuals on an
agreed basis.

                                     II-1

<PAGE>

     Consistent  with the  statute,  Aetna  Life  and  Casualty  has  procured
insurance  from  Lloyd's of London and  several  major  United  States  excess
insurers for the directors and officers of itself and its  subsidiaries  which
supplements  the  indemnification  rights  provided  by C.G.S.  33-320a to the
extent such coverage does not violate public policy.


ITEM 16.  EXHIBITS

Exhibit
Number            Description of Exhibits

   
 (4)(a)  Form of Group Annuity Contract (Form No. G1-MGA-95)^

 (4)(b)  Form of Individual Annuity Contract (Form No. I1-MGA-95)

 (5)     Opinion as to Legality

(10)     Material  contracts are listed under Exhibit 10 in the Company's Form
         10-K for the fiscal year ended  December 31, 1994,  which is included
         in the  Prospectus  as Appendix B. Each of the  Exhibits so listed is
         incorporated by reference as indicated in the Form 10-K.

(15)     Letter dated  November 16, 1995 from KPMG Peat Marwick LLP  regarding
         use of its reports  dated  April 27,  July 27, and October 26,  1995,
         included  in the Form 10-Q  quarterly  reports of the Company for the
         quarters ended March 31, 1995,  June 30, 1995 and September 30, 1995,
         respectively.^

(23)(a)  Consent of Independent Auditors^
    

(23)(b)  Consent of Counsel (see Exhibit 5)

   
(24)     Powers of Attorney (included on signature page)^
    

         Exhibits  other than these  listed are omitted  because  they are not
         required or are not applicable.

   
^        Previously filed with this  Registration  Statement File No. 33-64331
         on November 16, 1995.
    

                                     II-2

<PAGE>

ITEM 17.  UNDERTAKINGS

         The undersigned registrant hereby undertakes:


(1) To file,  during any  period in which  offers or sales are being  made,  a
    post-effective amendment to this registration statement:


    (i)   To  include  any  prospectus  required  by Section  10(a)(3)  of the
          Securities Act of 1933;

    (ii)  To reflect in the  prospectus  any facts or events arising after the
          effective  date of the  registration  statement  (or the most recent
          post-effective  amendment  thereof)  which,  individually  or in the
          aggregate,  represent a fundamental  change in the  information  set
          forth in the registration statement;

    (iii) To include  any  material  information  with  respect to the plan of
          distribution not previously disclosed in the registration  statement
          or any  material  changes to such  information  in the  registration
          statement;

(2) That,  for the purpose of determining  any liability  under the Securities
    Act of 1933,  each such  post-effective  amendment shall be deemed to be a
    new registration statement relating to the securities offered therein, and
    the  offering  of such  securities  at that time shall be deemed to be the
    initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective  amendment any of
    the securities  being registered which remain unsold at the termination of
    the offering.

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

                                     II-3

<PAGE>

                                  SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  the
registrant  certifies that it has reasonable  grounds to believe that it meets
all of the  requirements  for  filing  on Form  S-2 and has duly  caused  this
registration  statement  to be  signed  on  its  behalf  by  the  undersigned,
thereunto duly authorized,  in the City of Hartford, State of Connecticut,  on
January 17, 1996.

                                    Aetna Life Insurance and Annuity Company

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

   
     Pursuant to the  requirements  of the Securities Act of 1933, as amended,
this  Registration  Statement has been signed by the following  persons in the
capacities and on the dates indicated.
    


         Signature                 Title                            Date

   
    Daniel P. Kearney*       Director and President           January 17, 1996
 ---------------------       (principal executive officer)
    Daniel P. Kearney


    David E. Bushong*        Acting Chief Financial Officer   January 17, 1996
 ---------------------       (principal financial officer)
    David E. Bushong          


    Eugene M. Trovato*       Vice President, Controller       January 17, 1996
 ---------------------
    Eugene M. Trovato


   James C. Hamilton*        Director                         January 17, 1996
 ----------------------
   James C. Hamilton
          


    Gary G. Benanav*         Director                         January 17, 1996
 --------------------
    Gary G. Benanav


    Christopher J. Burns*    Director                         January 17, 1996
 ------------------------
    Christopher J. Burns


    Laura R. Estes*          Director                         January 17, 1996
 ------------------
    Laura R. Estes
    

                                     II-4

<PAGE>

   
    John Y. Kim*             Director                         January 17, 1996
 ---------------
    John Y. Kim


                                                             
    Shaun P. Mathews*        Director                         January 17, 1996
 ---------------------
    Shaun P. Mathews* 


    Scott A. Striegel*       Director                         January 17, 1996
 ---------------------
    Scott A. Striegel



    /s/Susan E. Bryant
    -------------------
    Susan E. Bryant
    *Attorney-in-Fact
    

                                     II-5



                                 [AETNA LOGO]
                   Aetna Life Insurance and Annuity Company
                      Home Office: 151 Farmington Avenue
                          Hartford, Connecticut 06156
                                (800) 531-4547

                                A STOCK COMPANY

               Aetna Life Insurance and Annuity Company, herein
                called Aetna, agrees to pay the benefits stated
                               in this Contract.

 Specifications
 ------------------------------------------------------------------------
 Plan  AETNA MULTI-RATE ANNUITY
 ------------------------------------------------------------------------
 Type of Plan  SINGLE PREMIUM MODIFIED GUARANTEED DEFERRED ANNUITY
 ------------------------------------------------------------------------
 Contract Holder(s)  ANY INDIVIDUAL
 ------------------------------------------------------------------------
 Contract No.  SPECIMEN
 ------------------------------------------------------------------------
 Effective Date  DECEMBER 1, 1995
 ------------------------------------------------------------------------
 This Contract is Delivered in  YOUR STATE  and is Subject to the Laws of that
 Jurisdiction

 Right to Cancel
 ------------------------------------------------------------------------

The Contract Holder may cancel this Contract within 10 days of receiving it by
returning  this  Contract  along  with a written  notice to Aetna at the above
address  or to the agent  from whom it was  purchased.  Within 7 days after it
receives  the notice of  cancellation  and this  Contract at its Home  Office,
Aetna will return the entire consideration paid.

Signed at the Home Office on the Effective Date.

     /s/Dan Kearney           /s/Susan Schechter
        President                Secretary

    Individual Single Premium Modified Guaranteed Deferred Annuity Contract
                               Nonparticipating

THIS CONTRACT  CONTAINS A MARKET VALUE  ADJUSTMENT  FORMULA.  APPLICATION OF A
MARKET  VALUE  ADJUSTMENT  MAY RESULT IN EITHER AN INCREASE OR DECREASE IN THE
CURRENT  VALUE.  THE  MARKET  VALUE  ADJUSTMENT  FORMULA  DOES NOT  APPLY TO A
GUARANTEED PERIOD AT THE TIME OF ITS MATURITY.

I1-MGA-95
<PAGE>

 Specifications
 ------------------------------------------------------------------------
Guaranteed               There is a guaranteed  interest rate for the Purchase
Interest Rate            Payment  held  in  the  AMG  Account.  (See  Contract
                         Schedule I).


Deduction from     
Purchase                 The  Purchase  Payment  may be subject to a deduction
Payment                  for premium taxes, if applicable. (See 3.01.)

Surrender                There may be a charge deducted upon  surrender.  (See
Fee                      Contract Schedule 1).

This  Contract  is  a  legal  contract  and   constitutes   the  entire  legal
relationship between Aetna and the Contract Holder.

READ THIS CONTRACT CAREFULLY.  This Contract sets forth, in detail, all of the
rights and obligations of both you and Aetna.  IT IS THEREFORE  IMPORTANT THAT
YOU READ THIS CONTRACT CAREFULLY.

                                       2
I1-MGA-95
<PAGE>

                                                    Contract Schedule I
                                                    Accumulation Period

ALIAC Modified Guaranteed Account (AMG Account)



Minimum Guaranteed                     [3.0%]
Interest Rate:
(effective annual rate of return)

Maintenance Fee:                       The annual Maintenance Fee is [$0.] [If
                                       the Current Value is [$50,000] or more
                                       on the date the Maintenance Fee is to
                                       be deducted, the Maintenance Fee is
                                       $0.]

Annuity Date:                          The Annuity Date will be the later of
                                       the date the Annuitant reaches age [85]
                                       or the [10th] anniversary of the
                                       Purchase Payment.

Minimum Purchase                       [$10,000.]
Payment:

Maximum Purchase                       Purchase Payments exceeding
Payment:                               [$1,000,000] must be approved by Aetna.

Minimum Guaranteed Period              [$1,000.]
Allocation Amount:

Maximum Age of                         [90.] If there are joint Contract
Certificate Holder at Issue:           Holders, the age of the oldest Contract
                                       Holder cannot exceed [90.]

Surrender Fee:                         Length of Time from     Surrender Fee
                                       Contract Effective   (Percentage of Net
                                       Date (Years)          Purchase Payment
                                                                Withdrawn)

                                       Less than 1 year              7%
                                       1 year but less than 2        7%
                                       2 years but less than 3       6%
                                       3 years but less than 4       6%
                                       4 years but less than 5       5%
                                       5 years but less than 6       4%
                                       6 years but less than 7       2%
                                       7 years or more               0%



                                       After seven years have elapsed from the
                                       contract effective date, the Surrender
                                       Fee will no longer be assessed.

Special Withdrawal:                    The percentage may not be greater than
                                       [10%].

Systematic Withdrawal                  The specified payment or specified
Option (SWO):                          percentage may not be greater than
                                       [10%].

                                       3
I1-MGA-95   

<PAGE>

                             Contract Schedule II
                                Annuity Period

Fixed Annuity

Minimum Guaranteed                     [3.0%]
Interest Rate
(effective annual rate of
return):


See 1. GENERAL DEFINITIONS for explanations.


                                       4

I1-MGA-95
<PAGE>

                               TABLE OF CONTENTS

                                                                       Page
 I.  GENERAL DEFINITIONS
 ------------------------------------------------------------------------

1.01   ACCUMULATION PERIOD...............................................7

1.02   ADJUSTED CURRENT VALUE............................................7

1.03   ANNUITANT.........................................................7

1.04   ANNUITY...........................................................7

1.05   ANNUITY DATE......................................................7

1.06   BENEFICIARY.......................................................7

1.07   CODE..............................................................7

1.08   CONTRACT..........................................................7

1.09   CONTRACT HOLDER...................................................7

1.10   CURRENT VALUE.....................................................7

1.11   DEPOSIT PERIOD....................................................7

1.12   ENTIRE CONTRACT...................................................7

1.13   FIXED ANNUITY.....................................................7

1.14   GENERAL ACCOUNT...................................................8

1.15   GUARANTEED RATES - AMG ACCOUNT....................................8

1.16   GUARANTEED PERIOD.................................................8

1.17   GUARANTEED PERIOD GROUPS..........................................8

1.18   MAINTENANCE FEE...................................................8

1.19   ALIAC MODIFIED GUARANTEED ACCOUNT (AMG ACCOUNT)...................8

1.20   MARKET VALUE ADJUSTMENT (MVA).....................................9

1.21   MATURED PERIOD VALUE..............................................9

1.22   MATURITY DATE.....................................................9

1.23   NET PURCHASE PAYMENT..............................................9

1.24   NONUNITIZED SEPARATE ACCOUNT......................................9

1.25   PURCHASE PAYMENT..................................................9

1.26   REINVESTMENT......................................................9

1.27   SURRENDER VALUE..................................................10

                                       5

I1-MGA-95  
<PAGE>

 II. GENERAL PROVISIONS
 ------------------------------------------------------------------------

2.01   CHANGE OF CONTRACT...............................................10

2.02   NONPARTICIPATING CONTRACT........................................10

2.03   PAYMENTS AND ELECTIONS...........................................10

2.04   STATE LAWS.......................................................10

2.05   CONTROL OF CONTRACT..............................................10

2.06   DESIGNATION OF BENEFICIARY.......................................11

2.07   MISSTATEMENTS AND ADJUSTMENTS....................................11

2.08   INCONTESTABILITY.................................................11

 III.  PURCHASE PAYMENT, CURRENT VALUE, AND SURRENDER PROVISIONS
 ------------------------------------------------------------------------

3.01   NET PURCHASE PAYMENT.............................................11

3.02   MARKET VALUE ADJUSTMENT..........................................12

3.03   NOTICE TO THE CONTRACT HOLDER....................................13

3.04   LOANS............................................................13

3.05   SYSTEMATIC WITHDRAWAL OPTION (SWO)...............................13

3.06   DEATH BENEFIT AMOUNT.............................................14

3.07   DEATH BENEFIT OPTIONS AVAILABLE TO BENEFICIARY...................15

3.08   LIQUIDATION OF SURRENDER VALUE...................................16

3.09   SURRENDER FEE....................................................16

3.10   PAYMENT OF SURRENDER VALUE.......................................16

3.11   PAYMENT OF ADJUSTED CURRENT VALUE................................17

 IV. ANNUITY PROVISIONS
 ------------------------------------------------------------------------

4.01   CHOICES TO BE MADE...............................................17

4.02   TERMS OF ANNUITY OPTIONS.........................................17

4.03   DEATH OF ANNUITANT/ BENEFICIARY..................................18

4.04   ANNUITY OPTIONS..................................................18

                                       6
I1-MGA-95
<PAGE>

 I.  GENERAL DEFINITIONS
 ------------------------------------------------------------------------
1.01   Accumulation Period:            The period during which the Net
                                       Purchase Payment is applied to the
                                       Contract to provide future Annuity
                                       payment(s).

1.02   Adjusted Current Value:         The Current Value of a Contract plus or
                                       minus any aggregate AMG Account MVA, if
                                       applicable. (see 1.20)

1.03   Annuitant:                      The person named by the Contract Holder
                                       whose life is measured for purposes of
                                       the guaranteed death benefit and the
                                       duration of Annuity payments under this
                                       Contract. Subject to Aetna's approval,
                                       the Annuitant may be changed by the
                                       Contract Holder by notifying Aetna in
                                       writing prior to the Annuity Date of
                                       this Contract.

1.04   Annuity:                        Payment of an income:

                                            (a)  For the life of one or two
                                                 persons;
                                            (b)  For a stated period; or
                                            (c)  For some combination of (a)
                                                 and (b).

1.05   Annuity Date:                   The date on which Annuity payments
                                       begin under an Annuity option elected
                                       by the Contract Holder. (see 4.01). The
                                       Annuity Date is shown on Contract
                                       Schedule I. The Contract Holder may
                                       change this date by notifying Aetna at
                                       least 30 days prior to the Annuity
                                       Date.

1.06   Beneficiary:                    The person(s) entitled to receive death
                                       benefits under the terms of this
                                       Contract.

1.07   Code:                           The Internal Revenue Code of 1986, as
                                       it may be amended from time to time.

1.08   Contract:                       This agreement between Aetna and the
                                       Contract Holder.

1.09   Contract Holder:                The entity to which the Contract is
                                       issued. Joint Contract Holders must be
                                       spouses.

1.10   Current Value:                  The Net Purchase Payment plus any
                                       interest credited; less all Maintenance
                                       Fees deducted, any amounts surrendered
                                       and any amounts applied to an Annuity.

1.11   Deposit Period:                 A calendar week, a calendar month, a
                                       calendar quarter, or any other period
                                       of time specified by Aetna during which
                                       the Net Purchase Payment and
                                       Reinvestments are accepted into the AMG
                                       Account for one or more Guaranteed
                                       Periods. Aetna reserves the right to
                                       extend the Deposit Period.

1.12   Entire Contract:                The Contract, all attached pages and
                                       any subsequent endorsements make up the
                                       Entire Contract.

1.13   Fixed Annuity:                  An Annuity with payments that do not
                                       vary in amount based on investment
                                       performance.

                                      7
I1-MGA-95
<PAGE>

1.14   General Account:                The account holding the assets of
                                       Aetna, other than those assets held in
                                       Aetna's separate accounts.

1.15   Guaranteed Rates -              Aetna will declare the interest rate
       AMG Account:                    applicable for each Guaranteed Period
                                       at the start of the Deposit Period for
                                       that applicable Guaranteed Period. The
                                       rate(s) are guaranteed by Aetna for
                                       that Deposit Period and the ensuing
                                       Guaranteed Period(s). The Guaranteed
                                       Rates are effective annual rates of
                                       return. That is, interest is credited
                                       daily at a rate that will produce the
                                       Guaranteed Interest Rate over the
                                       period of a year. No Guaranteed Rate
                                       will ever be less than the Minimum
                                       Guaranteed Interest Rate shown on
                                       Contract Schedule I.

                                       For Guaranteed Periods of one year or
                                       less, one Guaranteed Rate is credited
                                       for the full Guaranteed Period. For
                                       longer Guaranteed Periods, an initial
                                       Guaranteed Rate is credited from the
                                       date of deposit to the end of a
                                       specified period within the Guaranteed
                                       Period. There may be different
                                       Guaranteed Rate(s) declared at the
                                       beginning of the Deposit Period for
                                       subsequent specified time intervals
                                       throughout the Guaranteed Period.

1.16   Guaranteed Period:              The period of time for which Guaranteed
                                       Rates are guaranteed on the Net
                                       Purchase Payment and Reinvestments made
                                       during a current Deposit Period. Such
                                       period begins on the day following the
                                       close of the Deposit Period and ends on
                                       the designated Maturity Date.
                                       Guaranteed Periods are offered at
                                       Aetna's discretion for various lengths
                                       of time ranging up to and including ten
                                       (10) years.

                                       During a Deposit Period, Aetna may make
                                       available any number of Guaranteed
                                       Periods. The Contract Holder may
                                       allocate the Net Purchase Payment or
                                       Reinvestment into any or all of the
                                       available Guaranteed Periods.

1.17   Guaranteed Period               All Guaranteed Periods with the same
       Groups:                         length of time from the close of the
                                       Deposit Period until the designated
                                       Maturity Date.

1.18   Maintenance Fee:                The Maintenance Fee, if any (see
                                       Contract Schedule I), will be deducted
                                       during the Accumulation Period on each
                                       anniversary of the date the Contract is
                                       established and upon surrender of the
                                       entire Contract.

1.19   ALIAC Modified                  An accumulation option where Aetna
       Guaranteed Account              guarantees rate(s) of interest for
       (AMG Account):                  specified periods of time. All assets
                                       of Aetna, including amounts in the
                                       Nonunitized Separate Account, are
                                       available to meet the guarantees under
                                       the AMG Account.

                                      8
I1-MGA-95
<PAGE>

1.20   Market Value Adjustment (MVA):  An adjustment that may apply to the
                                       amount withdrawn from a Guaranteed
                                       Period prior to the end of that
                                       Guaranteed Period. The adjustment
                                       reflects the change in the value of the
                                       investment due to changes in interest
                                       rates since the date of deposit and is
                                       computed using the formula given in
                                       3.02. The adjustment is expressed as a
                                       percentage or a factor of each dollar
                                       being withdrawn. 1.21 Matured Period
                                       Value: The amount payable on Guaranteed
                                       Period's Maturity Date.

1.22   Maturity Date:                  The last day of a Guaranteed Period.

1.23   Net Purchase Payment:           The Purchase Payment less premium
                                       taxes, as applicable.

1.24   Nonunitized Separate            A separate account set up by Aetna
       Account:                        under Title 38, Section 38a-433, of the
                                       Connecticut General Statutes, that
                                       holds assets for AMG Account Guaranteed
                                       Periods. There are no discrete units
                                       for the AMG Account. The Contract
                                       Holder does not participate in the
                                       investment gain or loss from the assets
                                       held in the Nonunitized Separate
                                       Account. Such gain or loss is borne
                                       entirely by Aetna. The assets held in
                                       the AMG Account may be chargeable with
                                       liabilities arising out of any other
                                       business of Aetna.

1.25   Purchase Payment:               Payment accepted by Aetna at its Home
                                       Office. Aetna reserves the right to
                                       refuse to accept any Purchase Payment
                                       at any time for any reason.

1.26   Reinvestment:                   Aetna will notify the Contract Holder
                                       of the approaching Maturity Date at
                                       least 18 calendar days prior to the end
                                       of any Guaranteed Period. If no
                                       specific direction is given by the
                                       Contract Holder prior to the Maturity
                                       Date, each Matured Period Value will be
                                       reinvested on the Maturity Date for a
                                       Guaranteed Period of the same duration.
                                       If a Guaranteed Period of the same
                                       duration is unavailable, each Matured
                                       Period Value will automatically be
                                       reinvested on the Maturity Date for the
                                       next shortest Guaranteed Period
                                       available. If no shorter Guaranteed
                                       Period is available, the next longer
                                       Guaranteed Period will be used. Aetna
                                       will mail a confirmation statement to
                                       the Contract Holder the next business
                                       day after the Maturity Date.

                                       At any time prior to the Maturity Date,
                                       the Contract Holder may request in
                                       writing a reinvestment of the Matured
                                       Period Value in a different Guaranteed
                                       Period(s) or a surrender of all or a
                                       part of the Matured Period Value
                                       without an MVA or Surrender Fee. Such
                                       request will be executed on the
                                       Maturity Date. If reinvesting in a
                                       different Guaranteed Period(s), all or
                                       part of the Matured Period Value will
                                       be reinvested in the elected Guaranteed
                                       Period(s) at the then prevailing
                                       rate(s). This provision only applies to
                                       a written request from the Contract
                                       Holder received at Aetna's Home Office
                                       in good order at least five (5) days
                                       prior to the Maturity Date.

                                      9
I1-MGA-95
<PAGE>

1.27   Surrender Value:                The amount payable by Aetna upon the
                                       surrender of all or any portion of the
                                       Contract.

 II.  GENERAL PROVISIONS
 ------------------------------------------------------------------------
2.01   Change of Contract:             Only an authorized officer of Aetna may
                                       change the terms of this Contract.
                                       Aetna reserves the right to modify this
                                       Contract to meet the requirements of
                                       applicable state and federal laws or
                                       regulations. Aetna will notify the
                                       Contract Holder in writing of any
                                       changes.

2.02   Nonparticipating Contract:      Contract Holders or Beneficiaries will
                                       not have a right to share in the
                                       earnings of Aetna.

2.03   Payments and Elections:         While the Contract Holder is living,
                                       Aetna will pay any Annuity payments as
                                       and when due. After the Contract
                                       Holder's death, or at the death of the
                                       first Contract Holder if the Contract
                                       is owned jointly, any Annuity payments
                                       will be paid in accordance with 4.03.
                                       Aetna will make any other payments
                                       within seven (7) calendar days of
                                       receipt of a written request for
                                       payment, which is in good order, at its
                                       Home Office, except as provided in
                                       3.10.

2.04   State Laws:                     The Contract complies with the laws of
                                       the state in which it is delivered. Any
                                       surrender, death, or Annuity payments
                                       are equal to or greater than the
                                       minimum required by such laws. Annuity
                                       tables for legal reserve valuation
                                       shall be as required by state law. Such
                                       tables may be different from Annuity
                                       tables used to determine Annuity
                                       payments.

2.05   Control of Contract:            This is a Contract between the Contract
                                       Holder and Aetna. The Contract Holder
                                       has all rights, title and interest in
                                       amounts held in this Contract.

                                       Choices made under this Contract must
                                       be in writing. If the Contract is owned
                                       jointly, both Contract Holders must
                                       authorize any choices in writing. Until
                                       receipt of such choices at Aetna's Home
                                       Office, Aetna may rely on any previous
                                       choices made.

                                       The Contract is not subject to the
                                       claims of any creditors of the Contract
                                       Holder, except to the extent permitted
                                       by law. The Contract Holder may assign
                                       or transfer his or her rights under the
                                       Contract. Aetna reserves the right not
                                       to accept assignment or transfer to a
                                       nonnatural person. Any assignment or
                                       transfer made must be submitted to
                                       Aetna's Home Office in writing and will
                                       not be effective until accepted by
                                       Aetna. Aetna assumes no responsibility
                                       for the validity of any assignment.

                                      10
I1-MGA-95
<PAGE>

2.06   Designation of Beneficiary:     The Contract Holder shall name his or
                                       her Beneficiary. The Beneficiary may be
                                       changed at any time. Changes to a
                                       Beneficiary must be submitted to
                                       Aetna's Home Office in writing and will
                                       not be effective until received and
                                       recorded by Aetna.



2.07   Misstatements and Adjustments:  If Aetna finds the age of any Annuitant
                                       to be misstated, the correct facts will
                                       be used to adjust payments.

2.08   Incontestability:               Aetna will not contest this Contract
                                       from its effective date.


 III.  PURCHASE PAYMENT, CURRENT VALUE, AND SURRENDER PROVISIONS
 ------------------------------------------------------------------------
3.01   Net Purchase Payment:           This amount is the actual Purchase
                                       Payment less any applicable premium
                                       tax. Aetna reserves the right to deduct
                                       any premium tax at any time from the
                                       Purchase Payment or from the Contract
                                       Holder's Current Value.

                                       The Contract Holder shall tell Aetna
                                       the allocation percentage of the Net
                                       Purchase Payment to be applied to each
                                       of the available Guaranteed Periods
                                       during the current Deposit Period(s).
                                       The minimum amount that may be
                                       allocated to any Guaranteed Period is
                                       shown on Contract Schedule l.

                                      11
I1-MGA-95
<PAGE>

3.02   Market Value Adjustment:        There will be an MVA for any withdrawal
                                       before the end of a Guaranteed Period
                                       when the withdrawal is due to:

                                       (a)  Any full or partial surrender, but
                                            not for a partial withdrawal under
                                            the Systematic Withdrawal Option
                                            (see 3.05); or

                                       (b)  Payment made to a Beneficiary as a
                                            death benefit during the
                                            Accumulation Period, but not
                                            payment made within six months of
                                            the date of the Annuitant's death
                                            (see 3.06); or

                                       (c)  An election of an Annuity option.
                                            Only a positive MVA, if any, will
                                            apply upon election of option 2 or
                                            3 (see 4.04).

                                       Market value adjusted amounts will be
                                       equal to the amount withdrawn
                                       multiplied by the following ratio:

                                                  x
                                                 ---
                                                 365
                                         (1 + i)
                                       ----------------
                                                  x
                                                 ---
                                                 365
                                         (1 + j)

                                       Where:

                                       i  is the Deposit Period Yield 
                                       j  is the Current Yield 
                                       x  is the number of days remaining,
                                          (computed from Wednesday of the week
                                          of withdrawal) in the Guaranteed
                                          Period.

                                       The Deposit Period Yield will be
                                       determined as follows:

                                       (a)  At the close of the last business
                                            day of each week of the Deposit
                                            Period, a yield will be computed
                                            as the average of the yields on
                                            that day of U.S. Treasury Notes
                                            which mature in the last three
                                            months of the Guaranteed Period.
                                
                                       (b)  The Deposit Period Yield is the
                                            average of those yields for the
                                            Deposit Period. If withdrawal is
                                            made before the close of the
                                            Deposit Period, it is the average
                                            of those yields on each week
                                            preceding withdrawal.

                                       The Current Yield is the average of the
                                       yields on the last business day of the
                                       week preceding withdrawal on the same
                                       U.S. Treasury Notes included in the
                                       Deposit Period Yield.

                                       In the event that no U.S. Treasury
                                       Notes which mature in the last three
                                       months of the Guaranteed Period exist,
                                       Aetna reserves the right to use the
                                       U.S. Treasury Notes that mature in the
                                       following quarter.

                                      12
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<PAGE>

3.03   Notice to the Contract          The Contract Holder will receive
       Holder:                         statements at least annually from Aetna
                                       showing the value of any amounts held
                                       in the AMG Account.

                                       Such values will be as of a specific
                                       date no more than 60 days before the
                                       date of the notice.

3.04   Loans:                          Loans are not available under this
                                       Contract.

3.05   Systematic Withdrawal           The Contract Holder may elect a
       Option (SWO):                   distribution option under which a
                                       portion of the Current Value will
                                       automatically be surrendered and
                                       distributed each year. SWO payments
                                       will be calculated based on the
                                       Contract's full Current Value. The
                                       distributed amount is withdrawn pro
                                       rata from each Guaranteed Period(s). A
                                       Surrender Fee will not be deducted from
                                       any portion of the Current Value which
                                       is paid as a distribution under SWO.

                                       Contract Holders should consult their
                                       tax adviser prior to requesting this
                                       distribution option.

                                       (a)  Amount of Distribution: The
                                            Contract Holder may elect one of
                                            the three payment methods
                                            described below.

                                            (1)  Specified Payment: Payments
                                                 of a designated dollar
                                                 amount. The annual amount may
                                                 not be greater than the
                                                 percentage shown on Contract
                                                 Schedule I times the Current
                                                 Value at time of election.
                                                 This annual dollar amount
                                                 will remain constant. At its
                                                 discretion, Aetna may require
                                                 a minimum initial payment
                                                 amount;

                                            (2)  Specified Period: Payments
                                                 which are made over a period
                                                 of time which must be at
                                                 least 10 years. The annual
                                                 amount paid each year is
                                                 calculated by dividing the
                                                 Current Value as of December
                                                 31 of the prior year by the
                                                 number of payment years
                                                 remaining; or

                                            (3)  Specified Percentage: Payment
                                                 of a designated percentage
                                                 which cannot be greater than
                                                 the percentage shown on
                                                 Contract Schedule I. The
                                                 percentage may be changed by
                                                 written request. Aetna
                                                 reserves the right to limit
                                                 the number of times the
                                                 percentage may be changed.
                                                 The annual amount is
                                                 calculated by multiplying the
                                                 Current Value as of December
                                                 31 of the year prior to the
                                                 payment by the designated
                                                 percentage.

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<PAGE>

3.05   Systematic Withdrawal           Payments upon the Contract Holder's or
       Option (SWO):                   Annuitant's death will be made to the
       (Cont'd)                        Beneficiary in the manner described in
                                       3.07.

                                       (b)  Minimum Initial Current Value: At
                                            its discretion, Aetna may require
                                            a minimum initial Current Value
                                            for election of this option. If
                                            after election of this option the
                                            Current Value is insufficient to
                                            make a scheduled SWO payment,
                                            Aetna will distribute the entire
                                            balance.

                                       (c)  Date of Distribution: The Contract
                                            Holder shall specify the initial
                                            distribution date. As elected by
                                            the Contract Holder, SWO payments
                                            will be made on a monthly or
                                            quarterly basis unless Aetna
                                            allows otherwise. If SWO payments
                                            are made more frequently than
                                            annually, the designated annual
                                            amount is divided by the number of
                                            payments due each calendar year.
                                            Subsequent distributions will be
                                            made on the 15th of any month or
                                            such other date as Aetna may
                                            designate or allow.

                                       (d)  Election and Revocation: SWO may
                                            be elected by submitting a
                                            completed and signed election form
                                            to Aetna's Home Office. Aetna
                                            reserves the right to establish
                                            the date when SWO may first be
                                            elected by a Contract Holder. Once
                                            elected, this option may be
                                            revoked by the Contract Holder or
                                            spousal Beneficiary, if elected
                                            after the Contract Holder's death,
                                            by submitting a written request to
                                            Aetna at its Home Office. Any
                                            revocation will apply only to
                                            amounts not yet paid. SWO may be
                                            elected only once by the Contract
                                            Holder or by the spousal
                                            Beneficiary.

3.06   Death Benefit Amount:           If the Contract Holder or Annuitant
                                       dies before Annuity payments start, the
                                       Beneficiary is entitled to a death
                                       benefit under the Contract. If the
                                       Contract is owned jointly, the death
                                       benefit is paid at the first death of
                                       either of the joint Contract Holders.
                                       If the Contract is held by joint
                                       Contract Holders, the survivor will be
                                       deemed the designated Beneficiary and
                                       any other Beneficiary on record will be
                                       treated as the contingent Beneficiary.
                                       If the Contract Holder is a nonnatural
                                       person, the death benefit will be
                                       payable at the death of the Annuitant.
                                       If paid within 6 months of the date of
                                       the Annuitant's death, the death
                                       benefit will be the Current Value of
                                       the Contract. Otherwise, the death
                                       benefit will be the Adjusted Current
                                       Value determined as of the claim date.
                                       The claim date is the date when proof
                                       of death and the Beneficiary's claim
                                       are received in good order at Aetna's
                                       Home Office.

                                       When the Contract Holder dies and the
                                       Contract Holder is not the Annuitant,
                                       the death benefit payable will be
                                       subject to a Surrender Fee, if
                                       applicable.

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<PAGE>

3.07   Death Benefit Options           Prior to any election, or until amounts
       available to Beneficiary:       must be otherwise distributed under
                                       this section, the Current Value will be
                                       retained in the Contract. The following
                                       options are available to the
                                       Beneficiary:

                                       (a)  When the Contract Holder dies or
                                            if the Contract Holder is not a
                                            natural person, when the Annuitant
                                            dies:

                                            (1)  If the Beneficiary is the
                                                 Contract Holder's surviving
                                                 spouse, the Beneficiary may
                                                 exercise all Contract Holder
                                                 rights under the Contract and
                                                 continue in the Accumulation
                                                 Period, or may elect (i) or
                                                 (ii) below. Distributions
                                                 from the Contract are not
                                                 required until the spousal
                                                 Beneficiary's death. The
                                                 spousal Beneficiary may elect
                                                 to:

                                                 (i)  Apply some or all of the
                                                      death benefit amount to
                                                      an Annuity option 1, 2
                                                      or 3 (see 4.04); or

                                                 (ii) Receive, at any time, a
                                                      lump sum payment equal
                                                      to the death benefit
                                                      amount.

                                            (2)  If the Beneficiary is an
                                                 individual who is not the
                                                 Contract Holder's surviving
                                                 spouse, then options (i) or
                                                 (ii) under (1) above apply.
                                                 Any portion of the death
                                                 benefit amount not applied to
                                                 Annuity option 1, 2 or 3
                                                 within one year of the
                                                 Contract Holder's death, must
                                                 be distributed within five
                                                 years of the date of death.

                                            (3)  If the Beneficiary is not a
                                                 natural person, then only
                                                 option (ii) under (1) above
                                                 applies.

                                            (4)  If no Beneficiary has been
                                                 designated, a lump sum
                                                 payment equal to the death
                                                 benefit amount will be made
                                                 to the Contract Holder's
                                                 estate.

                                       (b)  If the Contract Holder is a
                                            natural person but is not the
                                            Annuitant, and the Annuitant dies,
                                            the Beneficiary may elect either
                                            to apply the death benefit amount
                                            to Annuity option 1, 2 or 3 within
                                            60 days of the Annuitant's date of
                                            death, or to receive a lump sum
                                            payment.

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<PAGE>

3.08   Liquidation of Surrender        All or any portion of the Contract's
       Value:                          Current Value may be surrendered at any
                                       time prior to the Annuity Date.
                                       Surrender requests can be submitted as
                                       a percentage of the Contract value or
                                       as a specific dollar amount. Net
                                       Purchase Payment amounts are withdrawn
                                       first, and then the excess value, if
                                       any. For any partial surrender, amounts
                                       are withdrawn on a pro rata basis from
                                       the Guaranteed Period(s) Groups of the
                                       AMG Account in which the Current Value
                                       is invested. Within a Guaranteed Period
                                       Group, the amount to be surrendered
                                       will be withdrawn first from the oldest
                                       Deposit Period, then from the next
                                       oldest, and so on until the amount
                                       requested is satisfied.

                                       After deduction of the Maintenance Fee
                                       and any Premium Tax, if applicable, the
                                       surrendered amount shall be reduced by
                                       a Surrender Fee, if applicable. An MVA
                                       may apply to amounts surrendered.

3.09   Surrender Fee:                  The Surrender Fee only applies to the
                                       Net Purchase Payment portion
                                       surrendered and varies according to the
                                       elapsed time from the Contract
                                       effective date (see Contract Schedule
                                       I).

                                       No Surrender Fee is deducted from any
                                       portion of the Current Value which is
                                       paid:

                                       (a)  To a Beneficiary due to the
                                            Annuitant's death before Annuity
                                            payments start (see 3.06);

                                       (b)  As a premium for an Annuity option
                                            1, 2 or 3 under this Contract (see
                                            4.04);

                                       (c)  As a distribution under the SWO
                                            provision (see 3.05); 

                                       (d)  At least 12 months after the date
                                            of the Purchase Payment, in an
                                            amount equal to or less than the
                                            special withdrawal percentage
                                            shown on Contract Schedule l times
                                            the current value at the time of
                                            the withdrawal. This applies to
                                            the first surrender request,
                                            partial or full, in a calendar
                                            year. The Current Value is
                                            calculated as of the date the
                                            surrender request is received in
                                            good order at Aetna's Home Office.
                                            This waiver is not available to
                                            the Contract Holder while SWO is
                                            in effect;

                                       (e)  For a full surrender of the
                                            Contract where the Current Value
                                            is $2,500 or less and no
                                            surrenders have been taken from
                                            the Contract within the prior 12
                                            months; or

                                       (f)  Upon withdrawal of any Matured
                                            Period Value; or

                                       (g)  By Aetna under 3.11.

3.10   Payment of Surrender            Under certain emergency conditions, as
       Value:                          allowed by law, Aetna may defer payment
                                       for a period of up to 6 months.

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<PAGE>

3.11   Payment of Adjusted             Upon 90 days' written notice to the
       Current Value:                  Contract Holder, Aetna will terminate
                                       any Contract if the Current Value
                                       becomes less than $2,500 immediately
                                       following any partial surrender. A
                                       Surrender Fee will not be deducted from
                                       the Adjusted Current Value.

 IV.   ANNUITY PROVISIONS
 ------------------------------------------------------------------------
4.01   Choices to be Made:             The Contract Holder may tell Aetna to
                                       apply any portion of the Adjusted
                                       Current Value (minus any premium tax)
                                       for an Annuity under option 1, 2 or 3
                                       (see 4.04). The first Annuity payment
                                       may not be earlier than twelve months
                                       after the Purchase Payment At least 30
                                       days prior to the Annuity Date, the
                                       Contract Holder must tell Aetna which
                                       Annuity option is elected. Annuity
                                       payments will be made monthly, unless
                                       the Contract Holder elects otherwise in
                                       writing.

                                       In lieu of the election of an Annuity,
                                       the Contract Holder may elect a lump
                                       sum payment.

                                       The Annuity purchase rate for the
                                       option chosen reflects the Minimum
                                       Guaranteed Interest Rate (see Contract
                                       Schedule II), but may reflect a higher
                                       interest rate.

4.02   Terms of Annuity Options        (a)  When payments start, the age of
                                            the Annuitant plus the number of
                                            years for which payments are
                                            guaranteed must not exceed 95.

                                       (b)  An Annuity option may not be
                                            elected if the first payment would
                                            be less than $50 or if the total
                                            payments in a year would be less
                                            than $250 (less if required by
                                            state law). Aetna reserves the
                                            right to increase the minimum
                                            first Annuity payment amount and
                                            the annual minimum Annuity payment
                                            amount based upon increases
                                            reflected in the Consumer Price
                                            Index-Urban, (CPI-U) since July 1,
                                            1993.

                                       (c)  If an Annuity under option 1, 2 or
                                            3 is chosen and a larger payment
                                            would result from applying the
                                            Surrender Value to a current Aetna
                                            single premium immediate Annuity,
                                            Aetna will make the larger
                                            payment.

                                       (d)  For purposes of calculating the
                                            guaranteed first payment of an
                                            Annuity, the Annuitant's and
                                            second Annuitant's adjusted age
                                            will be used. The Annuitant's and
                                            second Annuitant's adjusted age is
                                            his or her age as of the birthday
                                            closest to the Annuity
                                            commencement date reduced by one
                                            year for Annuity commencement
                                            dates occurring during the period
                                            of time through December 31, 1999.

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<PAGE>

4.02   Terms of Annuity Options        The Annuitant's and second Annuitant's
       (Cont'd)                        age will be reduced by two years for
                                       Annuity commencement dates occurring
                                       during the period of time from January
                                       1, 2000 through December 31, 2009. The
                                       Annuitant's and second Annuitant's age
                                       will be reduced by one additional year
                                       for Annuity commencement dates
                                       occurring in each succeeding decade.
                                       The Annuity purchase rates for options
                                       2 and 3 are based on mortality from
                                       1983 Table a.

                                       (e)  Once elected, an Annuity option
                                            may not be revoked and Annuity
                                            payments cannot be commuted to a
                                            lump sum.

4.03   Death of Annuitant/             If the Annuitant dies after Annuity
       Beneficiary:                    payments have begun, the death benefit,
                                       if any, will be payable to the
                                       Beneficiary as specified in the Annuity
                                       option elected. Death benefits will be
                                       paid at least as rapidly as under the
                                       method of distribution in effect at the
                                       or Annuitant's death.

                                       If the Contract Holder who is not the
                                       Annuitant dies after Annuity payments
                                       have begun, any remaining payments
                                       under the Annuity option elected will
                                       be made to the Beneficiary at least as
                                       rapidly as under the method of
                                       distribution in effect at the Contract
                                       Holder's death.

                                       If the Contract is held by joint
                                       Contract Holders, the survivor will be
                                       deemed the designated Beneficiary and
                                       any other Beneficiary on record will be
                                       treated as the contingent Beneficiary.

                                       Aetna will require proof of death.

4.04   Annuity Options:                Option 1 -- Payments for a Stated
                                       Period of Time -- An Annuity will be
                                       paid for the number of years chosen.
                                       The number of years must be at least 10
                                       and not more than 30.

                                       If a nonspouse Beneficiary elects this
                                       option at the death of the Contract
                                       Holder, the period selected may not
                                       extend beyond the Beneficiary's life
                                       expectancy.

                                       Option 2 -- Life Income -- An Annuity
                                       will be paid for the life of the
                                       Annuitant, if also chosen, Aetna will
                                       guarantee payments for 60, 120, 180, or
                                       240 months. 

                                       Option 3 -- Life Income Based upon the
                                       Lives of Two Annuitants -- An Annuity
                                       will be paid during the lives of the
                                       Annuitant and a second Annuitant.
                                       Payments will continue until both
                                       Annuitants have died. When this option
                                       is chosen, one of the following choices
                                       must be made:

                                       (a)  100% of the payment to continue
                                            after the first death;
                                       (b)  66 2/3% of the payment to continue
                                            after the first death;

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<PAGE>

4.04   Annuity Options:                (c)  50% of the payment to continue
       (Cont'd)                             after the first death;

                                       (d)  Payments for a minimum of 120
                                            months with 100% of the payment to
                                            continue after the first death; or
                 
                                       (e)  100% of the payment to continue at
                                            the death of the second Annuitant
                                            and 50% of the payment to continue
                                            at the death of the Annuitant.

                                       Other Options -- Aetna may make other
                                       options available as allowed by the
                                       laws of the state in which the Contract
                                       is delivered.

                                      19
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<PAGE>
<TABLE>

                                   OPTION 1

                     Payments for a Stated Period of Time

                Amount of First Monthly Payment for Each $1,000
                After Deduction of any Charge for Premium Taxes

        Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.0%

<CAPTION>
          Guaranteed     Monthly      Quarterly     Semi-Annual       Annual
Years        Rate        Payment       Payment        Payment         Payment

 <S>         <C>          <C>           <C>           <C>           <C>   

  5          3.00%        17.91         53.59         106.78        211.99
  6          3.00%        15.14         45.30          90.27        179.22
  7          3.00%        13.16         39.39          78.49        155.83
  8          3.00%        11.68         34.96          69.66        138.31
  9          3.00%        10.53         31.52          62.81        124.69
 10          3.00%         9.61         28.77          57.33        113.82
 11          3.00%         8.86         26.52          52.85        104.93
 12          3.00%         8.24         24.65          49.13         97.54
 13          3.00%         7.71         23.08          45.98         91.29
 14          3.00%         7.26         21.73          43.29         85.95
 15          3.00%         6.87         20.56          40.96         81.33
 16          3.00%         6.53         19.54          38.93         77.29
 17          3.00%         6.23         18.64          37.14         73.74
 18          3.00%         5.96         17.84          35.56         70.59
 19          3.00%         5.73         17.13          34.14         67.78
 20          3.00%         5.51         16.50          32.87         65.26
 21          3.00%         5.32         15.92          31.72         62.98
 22          3.00%         5.15         15.40          30.68         60.92
 23          3.00%         4.99         14.92          29.74         59.04
 24          3.00%         4.84         14.49          28.88         57.33
 25          3.00%         4.71         14.09          28.08         55.76
 26          3.00%         4.59         13.73          27.36         54.31
 27          3.00%         4.47         13.39          26.68         52.97
 28          3.00%         4.37         13.08          26.06         51.74
 29          3.00%         4.27         12.79          25.49         50.60
 30          3.00%         4.18         12.52          24.95         49.53
</TABLE>

                                      20
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<PAGE>

<TABLE>
                                   OPTION 2

                                  Life Income

                Amount of First Monthly Payment for Each $1,000
                After Deduction of any Charge for Premium Taxes

        Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.0%

               Payments Guaranteed for a Stated Period of Months

<CAPTION>

 Adjusted Age
      of           None         60            120           180          240
  Annuitant

      <S>         <C>          <C>           <C>           <C>          <C>  
      50          $4.05        $4.05         $4.03         $3.99        $3.93
      51           4.12         4.11          4.09          4.05         3.99
      52           4.19         4.19          4.16          4.11         4.04
      53           4.27         4.26          4.23          4.18         4.10
      54           4.35         4.34          4.31          4.25         4.16

      55           4.44         4.42          4.39          4.32         4.22
      56           4.53         4.51          4.47          4.40         4.29
      57           4.62         4.61          4.56          4.48         4.35
      58           4.72         4.71          4.65          4.56         4.42
      59           4.83         4.81          4.75          4.64         4.49

      60           4.95         4.93          4.86          4.73         4.55
      61           5.07         5.05          4.97          4.83         4.62
      62           5.20         5.17          5.08          4.92         4.69
      63           5.34         5.31          5.20          5.02         4.76
      64           5.49         5.45          5.33          5.12         4.83

      65           5.65         5.61          5.47          5.22         4.89
      66           5.82         5.77          5.61          5.33         4.96
      67           6.01         5.94          5.75          5.44         5.02
      68           6.20         6.13          5.91          5.54         5.08
      69           6.41         6.33          6.07          5.65         5.14

      70           6.64         6.54          6.23          5.76         5.19
      71           6.88         6.76          6.41          5.86         5.24
      72           7.14         7.00          6.59          5.97         5.28
      73           7.43         7.26          6.77          6.06         5.32
      74           7.73         7.53          6.96          6.16         5.35

      75           8.06         7.82          7.14          6.25         5.38
</TABLE>

 Rates are based on mortality from 1983 Table a. The rates do not differ by sex.
   Rates for ages not shown will be provided on request and will be computed
           on a basis consistent with the rates in the above tables.

                                      11
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<PAGE>

<TABLE>
                                   OPTION 3

                          Life Income for Two Payees

                Amount of First Monthly Payment for Each $1,000
                After Deduction of any Charge for Premium Taxes

        Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.0%

<CAPTION>

        Adjusted Ages
 Annuitant    Second Annuitant     Option 3a     Option 3b     Option 3c     Option 3d     Option 3e
 ---------    ----------------     ---------     ---------     ---------     ---------     ---------

  <S>               <C>              <C>           <C>           <C>           <C>           <C>  
   55               50               $3.69         $4.05         $4.27         $3.69         $4.03
   55               55                3.88          4.25          4.47          3.87          4.14
   55               60                3.99          4.44          4.71          3.98          4.42

   60               55                3.99          4.44          4.71          3.98          4.42
   60               60                4.24          4.71          4.99          4.23          4.57
   60               65                4.38          4.97          5.32          4.38          4.93

   65               60                4.38          4.97          5.32          4.38          4.93
   65               65                4.72          5.33          5.70          4.71          5.14
   65               70                4.93          5.68          6.15          4.91          5.66

   70               65                4.93          5.68          6.15          4.91          5.66
   70               70                5.40          6.21          6.70          5.36          5.96
   70               75                5.69          6.68          7.32          5.62          6.67

   75               70                5.69          6.68          7.32          5.62          6.67
   75               75                6.37          7.45          8.15          6.23          7.12
   75               80                6.78          8.11          8.99          6.54          8.13
 ---------    ----------------     ---------     ---------     ---------     ---------     ---------
</TABLE>

 Rates are based on mortality from 1983 Table a. The rates do not differ by sex.
   Rates for ages not shown will be provided on request and will be computed
           on a basis consistent with the rates in the above tables.

                                      22
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<PAGE>

                                 [AETNA LOGO]
                   Aetna Life Insurance and Annuity Company
                      Home Office: 151 Farmington Avenue
                          Hartford, Connecticut 06156
                                (800) 531-4547


    Individual Single Premium Modified Guaranteed Deferred Annuity Contract
                               Nonparticipating


THIS CONTRACT CONTAINS A MARKET VALUE ADJUSTMENT FORMULA. APPLICATION OF A
MARKET VALUE ADJUSTMENT MAY RESULT IN EITHER AN INCREASE OR DECREASE IN THE
CURRENT VALUE. THE MARKET VALUE ADJUSTMENT FORMULA DOES NOT APPLY TO A
GUARANTEED PERIOD AT THE TIME OF ITS MATURITY.

12-MGA-95

<PAGE>

                   Aetna Life Insurance and Annuity Company

                                  Endorsement

This Contract is endorsed as follows.

No Surrender Fee is deducted from any portion of the Adjusted Current Value
which is paid if the Annuitant has spent at least 45 consecutive days in a
licensed nursing care facility and all of the following conditions are met:

(1) more than twelve months have elapsed since the date the Contract was
    issued; and

(2) the surrender is requested within 3 years of the Annuitant's admission to
    a licensed nursing care facility.

This waiver does not apply if the Annuitant was in a nursing care facility at
the time the Contract was issued.

A Licensed Nursing Care Facility is an institution licensed by the state in
which it is located to provide skilled nursing care, intermediate nursing care
or custodial nursing care. Aetna will require proof of confinement in a form
satisfactory to Aetna.


                                      /s/Dan Kearney
                                      President
                                      Aetna Life Insurance and Annuity Company

EI1-MGANH-95-1

<PAGE>

                   Aetna Life Insurance and Annuity Company

                                  Endorsement


This Contract is endorsed as follows.

The following  provisions apply to a Contract which qualifies as an Individual
Retirement  Annuity under Internal Revenue Code (Code) Section 408(b).  In the
case of a conflict with any provision in the Contract,  the provisions of this
Endorsement control.

1.  The Contract Holder and the Annuitant must be the same person. Joint
    Contract Holders are not permitted.

2.  This Contract is not transferable. The Contract Holder may not sell,
    assign, transfer, pledge or use as collateral for a loan or as security
    for the performance of an obligation or for any other purpose, his or her
    interest in the Contract to any person.

3.  The Contract Holders entire interest in the Contract is nonforfeitable.

4.  This Contract is established for the exclusive benefit of the Contract
    Holder or his or her Beneficiary(ies).

5.  The Purchase Payment under this Contract must be a cash rollover amount
    under Code Section 402(c), 403(a)(4), 403(b)(8), or 408(d)(3). Aetna may
    require verification that a rollover amount qualifies as such under the
    Code. Payments to Simplified Employee Pension plans and annual deductible
    and nondeductible contributions to Individual Retirement Annuities are not
    accepted under the Contract.

6.  The entire interest of the Contract Holder will be distributed, or begin
    to be distributed, no later than the first day of April following the
    calendar year in which the Contract Holder attains age 70 1/2 (required
    beginning date), over:

     (a) The life of the Contract Holder, or the lives of the Contract Holder
         and his or her designated Beneficiary, or

     (b) A period certain not extending beyond the life expectancy of the
         Contract Holder or the joint and last survivor expectancy of the
         Contract Holder and his or her designated Beneficiary.

    Payments must be made in periodic payments at intervals of no longer than
    one year. In addition, payments must be either nonincreasing or they may
    increase only as provided in Question and Answer F-3 of Section
    1.401(a)(9)-1 of the Proposed Income Tax Regulations.

    All distributions made hereunder shall be made in accordance with the
    requirements of Section 401(a)(9) of the Code, including the incidental
    death benefit requirements of Section 401(a)(9)(G) of the Code, and the
    regulations thereunder, including the minimum distribution incidental
    benefit requirements of Section 1.401(a)(9)-2 of the Proposed Income Tax
    Regulations.

                                       1
EI1-MGAIRA-95-2
<PAGE>

    Life expectancy is computed by use of the expected return multiples in
    Tables V and VI of Section 1.72-9 of the Income Tax Regulations. Life
    expectancy for distributions under an Annuity Option may not be
    recalculated.

7.  If distributions are to be made under the Systematic Withdrawal Option
    (SWO) after the required beginning date, a higher amount will be
    distributed in any year if required under the minimum distribution
    requirements of the Code. The minimum amount to be distributed each year,
    beginning with the first calendar year for which distributions are
    required and then for each succeeding calendar year, shall not be less
    than the quotient obtained by dividing the Current Value as of December 31
    of the prior year by the lesser of (1) the applicable life expectancy or
    (2) if the Contract Owner's spouse is not the designated Beneficiary, the
    applicable divisor determined from the table set forth in Question and
    Answer 4 of Section 1.401(a)(9)-2 of the Proposed Income Tax Regulations.
    For purposes of this determination, life expectancy for the initial
    distribution year will be calculated based on the applicable life
    expectancy from Table V or VI of Section 1.72-9 of the Income Tax
    Regulations. Distributions for any subsequent year shall be calculated
    based on such life expectancy reduced by one for each calendar year which
    has elapsed since the calendar year life expectancy was first calculated.

8.  During the Accumulation Period, the Contract Holder may elect the Estate
    Conservation Option (ECO) to receive automatic annual withdrawals of the
    minimum distribution required under the Code. The annual distribution
    amount will be determined by dividing the Current Value as of December 31
    of the prior year by the lesser of (1) the applicable life expectancy
    recalculated each year in accordance with Question and Answer E-8 of
    Section 1.401(a)(9)-1 of the Proposed Income Tax Regulations, or (2) if
    the Contract Holder's spouse is not the designated Beneficiary, the
    applicable divisor determined from the table set forth in Question and
    Answer 4 of Section 1.401(a)(9)-2 of the Proposed Income Tax Regulations.
    For purposes of this determination, life expectancy for the initial
    distribution year will be calculated based on the applicable life
    expectancy from Table V or VI of Section 1.72-9 of the Income Tax
    Regulations.

    Aetna will not impose a Surrender Fee on any portion of the Current Value
    which is paid as an ECO distribution. The Surrender Fee will apply to any
    additional amounts withdrawn while ECO is in effect.

    The Contract Holder may elect ECO beginning with the year he or she turns
    age 70 1/2, but not earlier than 12 months after receipt of the Purchase
    Payment, by submitting a properly completed election form to Aetna's Home
    Office. Aetna may require a minimum initial Current Value for the election
    of ECO.

    The Contract Holder, or a spousal Beneficiary if ECO is elected after the
    Contract Holder's death, may revoke ECO at any time by submitting a
    written request to Aetna's Home Office. If ECO is revoked, it may not
    begin again until 36 months have elapsed.

                                       2
EI1-MGAIRA-95-2
<PAGE>

9.  At the death of the Contract Holder:

     (a) If the Contract Holder dies on or after distribution of his or her
         interest has begun, the remaining portion of such interest, if any,
         will continue to be distributed at least as rapidly as under the
         method of distribution being used prior to the Contract Holder's
         death;

     (b) If the Contract Holder dies before distribution of his or her
         interest begins, the death benefit payable to the Beneficiary will be
         distributed no later than December 31 of the calendar year which
         contains the fifth anniversary of the date of the Contract Holder's
         death except to the extent that an election is made to receive
         distribution under an Annuity option in accordance with (i) or (ii)
         below.

         (i)  Distributions to the Beneficiary may be made in installments
              over the life of the Beneficiary or over a period not extending
              beyond the life expectancy of the Beneficiary commencing no
              later than December 31 of the calendar year immediately
              following the calendar year in which the Contract Holder died.

         (ii) If the Beneficiary is the Contract Holder's surviving spouse,
              and distributions are to be made in accordance with (i) above,
              distributions must begin on or before the later of December 31
              of the calendar year immediately following the calendar year in
              which the Contract Holder died or December 31 of the calendar
              year in which the Contract Holder would have attained age 70
              1/2.

    A spousal Beneficiary may elect an Annuity option, SWO, ECO, a lump sum
    payment or treat the Contract as his or her own IRA. An election to treat
    the Contract as his or her own will be deemed to have been made if such
    surviving spouse makes a rollover to or from such Contract, or fails to
    elect any of the above provisions.

    Life expectancy is computed by use of the expected return multiples in
    Tables V and VI of Section 1.72-9 of the Income Tax Regulations. Life
    expectancies for distributions under an Annuity option may not be
    recalculated.

    Distributions under this section are considered to have begun if
    distributions are made on account of the Contract Holder reaching the
    required beginning date or, if prior to the required beginning date,
    distributions irrevocably commence over a period permitted and in an
    Annuity option acceptable under Section 1.401(a)(9) of the Proposed Income
    Tax Regulations.

    If SWO or ECO is in effect and the Contract Holder dies before the
    required beginning date for minimum distributions, payments will cease and
    the Beneficiary may claim the death benefit in accordance with the terms
    of this Section.

    If SWO or ECO is in effect and the Contract Holder dies after the required
    beginning date for minimum distributions, the Beneficiary may elect to
    continue payments, if permitted by Section 1.401(a)(9) of the Proposed
    Income Tax Regulations, or may claim the death benefit in accordance with
    the terms of this Section.

10. Aetna will furnish annual calendar year reports concerning the status of
    the Contract.

                                       3
EI1-MGAIRA-95-2
<PAGE>

11. After two full consecutive Contract years, and upon 90 days written notice
    to the Contract Holder, Aetna may terminate the Contract if the paid-up
    Annuity benefit at maturity would be less than $20 per month.


                                      /s/Dan Kearney
                                      President
                                      Aetna Life Insurance and Annuity Company


                                       4
EI1-MGAIRA-95-2


                                 [AETNA LOGO]
                            151 Farmington Avenue
                           Hartford, CT 06156-3124

                               Susan E. Bryant
                                    Counsel
                       Law and Regulatory Affairs, RE4C
                                (203)273-7834
                              Fax: (203)273-0356

                               January 17, 1996

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

Re:  Aetna Life Insurance and Annuity Company
     Registration Statement on Form S-2 File No. 33-64331
     Prospectus Title: Aetna Multi-Rate Annuity
 

Dear Sirs:

As Counsel of Aetna Life Insurance and Annuity Company (the "Company"), I have
represented the Company in connection with the registration of interests in
the Aetna Multi-Rate Annuity (the "Aetna Multi-Rate Annuity") under the
Securities Act of 1933, as amended. In connection with such representation, I
have reviewed the Form S-2 Registration Statement as filed on November 16,
1995, Pre-Effective Amendment No. 1 filed on December 6, 1995, and this
Pre-Effective Amendment No. 2, relating to such annuity, including the
prospectus, and relevant proceedings of the Board of Directors.

Based upon this review, and assuming the securities registered by the Company
are issued in accordance with the provisions of the prospectus, I am of the
opinion that the securities, when issued, will have been validly issued, and
will constitute a legal and binding obligation of the Company.

I further consent to the use of this opinion as an exhibit to the Registration
Statement and to my being named under the caption "Legal Matters" therein.


Sincerely,

/s/Susan E. Bryant
- ------------------
Susan E. Bryant
Counsel
Aetna Life Insurance and Annuity Company



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