AETNA LIFE INSURANCE & ANNUITY CO /CT
424B3, 1997-12-05
LIFE INSURANCE
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                   AETNA LIFE INSURANCE AND ANNUITY COMPANY
                            ALIAC GUARANTEED ACCOUNT
                            CREDITED INTEREST OPTION

      Supplement dated November 28, 1997 to Prospectus Dated May 1, 1997

The information in this supplement updates and amends the information contained
in the Prospectus dated May 1, 1997 (the "Prospectus") and should be read with
that Prospectus.

[bullet] Incorporation of Certain Documents By Reference

The following is added to the section entitled "Incorporation of Certain
Documents By Reference" located on the inside cover of the Prospectus.

The Company's latest Quarterly Report on Form 10-Q for the quarter ended
September 30, 1997, filed with the Commission pursuant to Section 15(d) 
of the Exchange Act, is incorporated by reference into this Prospectus. 
Part I of Form 10-Q is part of this Supplement.

The Company's Quarterly Reports on Form 10-Q for the quarters ending March 31,
1997 and June 30, 1997, filed with the Commission pursuant to Section 15(d) of
the Exchange Act, are incorporated by reference into this Prospectus.

[bullet] Additional Withdrawal Option

The following has been changed throughout the Prospectus:

"Additional Withdrawal Option" to "Systematic Distribution Option"

[bullet] Guaranteed Term

The definition of Guaranteed Term under the section entitled "Glossary" on page
3 of the Prospectus has been replaced with the following:

The period of time specified by the Company for which a specific Guaranteed Rate
or Rates are offered on amounts invested during a specific Deposit Period.
Guaranteed Terms are made available by the Company subject to the Company's
terms and conditions, including, but not limited to, the Company's right to
restrict allocations to new purchase payments or deposits (such as by
prohibiting transfers into a particular Guaranteed Term from any other
Guaranteed Term or from any other funding option or by prohibiting the
reinvestment of Matured Term Value into a particular Guaranteed Term). The
Company may offer more than one Guaranteed Term of the same duration and credit
one with a different rate subject to certain restrictions such as requiring the
use of the Dollar Cost Averaging Program.

[bullet] Market Value Adjustment


The second paragraph of the section entitled "Market Value Adjustment" in the
SUMMARY on page 5 of the Prospectus has been replaced with the following:

This provision does not apply to (1) amounts transferred on the Maturity Date;
(2) amounts transferred under the Maturity Value Transfer Provision; (3) amounts
distributed under one of the Systematic Distribution Options described in the
Contract Prospectus; and (4) amounts transferred from a Guaranteed Term in
connection with the Dollar Cost Averaging Program described in the Contract
Prospectus. However, if the Certificate Holder discontinues the Dollar Cost
Averaging Program and the amounts in it are transferred in accordance with the
Company's terms and conditions governing Guaranteed Terms, to another Guaranteed
Term, a market value adjustment will apply. 

<PAGE>

[bullet] Maturity of a Guaranteed Term

The second paragraph of the section entitled "Maturity of a Guaranteed Term" in
the SUMMARY on page 5 of the Prospectus has been replaced with the following:

If the Company does not receive direction from the Certificate Holder by the
Maturity Date, the Matured Term Value will be reinvested in the Guaranteed
Account for a new Guaranteed Rate and Term under the then current Deposit
Period. The new Guaranteed Term will have the same length to maturity as the
Guaranteed Term that is maturing. If such a Guaranteed Term is not available,
the transfer will be to the next shortest available Guaranteed Term or if no
shorter Guaranteed Term is available, to the next longer available Guaranteed
Term. (See "Maturity of a Guaranteed Term").

[bullet] Contributions to the Guaranteed Account

The section entitled "Contributions to the Guaranteed Account" in the
DESCRIPTION OF THE ALIAC GUARANTEED ACCOUNT on page 7 has been replaced with the
following:

Amounts may be invested in the Guaranteed Account for the Guaranteed Terms and
at the Guaranteed Rates available during the then current Deposit Period by
allocating all or a portion of your Purchase Payment(s) to the Guaranteed
Account. You may also elect to transfer accumulated values from other funding
options available under the Contract or from other Guaranteed Terms of the
Guaranteed Account to the Guaranteed Account, subject to the transfer
limitations described in the Contract. The Company may also limit the number of
Guaranteed Terms an individual may select. At this time, if the Certificate
Holder has the Dollar Cost Averaging Program in effect in a Guaranteed Term and
wishes to add an additional deposit to be dollar cost averaged, all amounts to
be dollar cost averaged will have to be combined and the dollar cost averaging
amounts will be recalculated. This will affect the duration of amounts in the
Guaranteed Term.

The Company reserves the right to limit the number of investment options
selected during the Accumulation Period. At this time there is no limit on the
number of investment options selected during the Accumulation Period, but the
number of investment options that may be selected at any one time by a
Certificate Holder is limited to 18. Each Guaranteed Term is counted as one
investment option. There is no minimum amount required if investments come from
Purchase Payments; however, you must meet the minimum purchase amounts that are
set forth in your Contract. There is a $500 minimum for transfers from other
funding options.

Amounts invested in the Guaranteed Account during a Deposit Period may not be
transferred during that Deposit Period or for 90 days after the close of that
Deposit Period, except in connection with the Maturity Value Transfer Provision,
the Dollar Cost Averaging Program or the cessation by the Certificate Holder of
the Dollar Cost Averaging Program in certain circumstances, or the selection of
a Systematic Distribution Option available under the Contract for periodic or
systematic distributions (see "Transfers").

[bullet] Guaranteed Rates

The first paragraph of the section entitled "Guaranteed Rates" in the
DESCRIPTION OF THE ALIAC GUARANTEED ACCOUNT on page 7 has been replaced with the
following:

Guaranteed Rates are the interest rates that are guaranteed by the Company to be
credited on amounts invested during a Deposit Period for a specific Guaranteed
Term. The Company may offer different Guaranteed Rates on Guaranteed Terms of
the same duration and may have certain


                                       2
<PAGE>

restrictions apply to the use of any Guaranteed Terms such as, but not limited
to, the requirement of the use of the Dollar Cost Averaging Program. The Company
may also limit the number of Guaranteed Terms an individual may select.
Guaranteed Rates are annual effective yields, reflecting a full year's interest.
The interest is credited daily at a rate that will produce the guaranteed annual
effective yield over the period of one year.

[bullet] Maturity of a Guaranteed Term

The second paragraph of the section entitled "Maturity of a Guaranteed Term" in
the DESCRIPTION OF THE ALIAC GUARANTEED ACCOUNT on page 8 of the Prospectus has
been replaced with the following:

If no direction from the Certificate Holder is received by the Company at its
Home Office by the Maturity Date, the Company will automatically reinvest the
Matured Term Value in the Guaranteed Account during the new Deposit Period. The
Matured Term Value will be invested for a Guaranteed Term having the same length
to maturity as the Guaranteed Term that is maturing. If such a term is not
available, the transfer will be to the next shortest available Guaranteed Term.
If no shorter Guaranteed Term is available, the next longer Guaranteed Term will
be used. The new Guaranteed Term may have a different length of time to maturity
than the maturing Guaranteed Term. For example, if a 3-year Guaranteed Term
matures and no direction is received, and a 3-year Guaranteed Term is not
available in the current Deposit Period, but a 1 year Guaranteed Term is
available for maturities, the Matured Term Value may be reinvested in the 1 year
Guaranteed Term, which is the next shortest Guaranteed Term then available.

[bullet] Transfers

The first and second paragraphs of the section entitled "Transfers" in the
TRANSFERS AND WITHDRAWALS on page 9 of the Prospectus has been replaced with the
following:

As described in the Contract Prospectus, all or any portion of accumulated
values under the Contract may be transferred to the Guaranteed Account or to
other funding options available under the Contract. The Company reserves the
right to limit the number of investment options selected during the Accumulation
Period. At this time there is no limit on the number of investment options
selected during the Accumulation Period, but the number of investment options
that may be selected at any one time by a Certificate Holder is limited to 18.
Each Guaranteed Term is counted as one investment option. The minimum amount
that may be transferred from other investment options to the Guaranteed Account
is $500.

Amounts applied to a Guaranteed Term during a Deposit Period may not be
transferred to any other funding option or to another Guaranteed Term during
that Deposit Period or for 90 days after the close of that Deposit Period. This
restriction does not apply to the selection of Systematic Distribution Options
available under the Contract or to transfers relating to the Dollar Cost
Averaging Program. However, if the Certificate Holder discontinues the Dollar
Cost Averaging Program, the Company may require that all amounts in that
Guaranteed Term be transferred into another Guaranteed Term in accordance with
the Company's terms and conditions governing Guaranteed Terms. A market value
adjustment will apply. (See Contract Prospectus).


                                       3
<PAGE>

[bullet] Market Value Adjustment

This section replaces the first paragraph in the MARKET VALUE ADJUSTMENT on page
10 of the Prospectus with the following:

A Market Value Adjustment ("MVA") is applied to amounts transferred or withdrawn
from the Guaranteed Account before the Maturity Date, including transfers made
in order to elect a nonlifetime Annuity Option, but excluding transactions under
the Maturity Value Transfer Provision, transfers made in connection with the
Dollar Cost Averaging Program (unless the transfer is made as a result of the
discontinuance by the Certificate Holder of the Dollar Cost Averaging Program.--
See "Transfers"), and amounts withdrawn under one of the Systematic Distribution
Options.

                                       4

<PAGE>

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


                                TABLE OF CONTENTS


                                                                           PAGE
                                                                           ----
PART I. FINANCIAL INFORMATION (unaudited)

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.............................  11


<PAGE>


PART I. FINANCIAL INFORMATION
Item 1. Financial Statements

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

                        Consolidated Statements of Income
                                   (millions)

<TABLE>
<CAPTION>
                                                       3 Months Ended September 30,            9 Months Ended September 30,
                                                       ----------------------------            ----------------------------
                                                          1997              1996                 1997                1996
                                                          ----              ----                 ----                ----
<S>                                                       <C>               <C>                <C>                   <C>
Revenue:
  Premiums                                                $68.2             $35.5               $200.1                 $99.9
  Charges assessed against policyholders                  127.7              99.1                350.2                 289.3
  Net investment income                                   269.5             259.7                804.9                 771.8
  Net realized capital gains                                8.8               0.1                 17.9                  17.2
  Other income                                              9.6               9.4                 28.8                  34.6
                                                          -----             -----              -------               -------
        Total revenue                                     483.8             403.8              1,401.9               1,212.8

Benefits and expenses:
  Current and future benefits                             286.5             245.6                853.4                 719.1
  Operating expenses                                       84.5              84.6                247.3                 261.3
  Amortization of deferred policy acquisition costs        40.1              17.9                 92.4                  46.6
  Severance and facilities charges                          -                47.3                  -                    61.3
                                                          -----             -----              -------               -------
       Total benefits and expenses                        411.1             395.4              1,193.1               1,088.3

                                                          -----             -----              -------               -------
Income before income taxes                                 72.7               8.4                208.8                 124.5

  Income taxes                                             21.3               1.4                 63.9                  34.3
                                                          -----             -----              -------               -------

Net income                                                $51.4              $7.0               $144.9                 $90.2
                                                          =====             =====              =======               =======
</TABLE>




See Condensed Notes to Consolidated Financial Statements.


                                      (3)

<PAGE>

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

                           Consolidated Balance Sheets
                          (millions, except share data)

<TABLE>
<CAPTION>
                                                                         September 30,         December 31,
Assets                                                                        1997                 1996
- ------                                                                        ----                 ----
<S>                                                                         <C>                 <C>
Investments:
  Debt securities available for sale, at fair value
    (amortized cost:  $12,736.4 and $12,539.1)                              $13,257.1           $12,905.5
  Equity securities, available for sale:
    Nonredeemable preferred stock (cost:  $143.4 and $107.6)                    166.5               119.0
    Investment in affiliated mutual funds (cost:  $42.0 and $77.3)               55.1                81.1
    Common stock                                                                   .8                  .3
  Short-term investments                                                        111.8                34.8
  Mortgage loans                                                                 12.9                13.0
  Policy loans                                                                  453.7               399.3
                                                                            ---------           ---------
       Total investments                                                     14,057.9            13,553.0

Cash and cash equivalents                                                       614.2               459.1
Accrued investment income                                                       183.0               159.0
Premiums due and other receivables                                               37.3                26.6
Deferred policy acquisition costs                                             1,620.6             1,515.3
Reinsurance loan to affiliate                                                   474.4               628.3
Other assets                                                                     40.1                33.7
Separate accounts assets                                                     21,494.5            15,318.3
                                                                            ---------           ---------
       Total assets                                                         $38,522.0           $31,693.3
                                                                            =========           =========

Liabilities and Shareholder's Equity
- ------------------------------------
Liabilities:
  Future policy benefits                                                     $3,757.8            $3,617.0
  Unpaid claims and claim expenses                                               28.0                28.9
  Policyholders' funds left with the Company                                 11,074.5            10,663.7
                                                                            ---------           ---------
       Total insurance reserve liabilities                                   14,860.3            14,309.6
  Other liabilities                                                             295.2               354.7
  Income taxes:
    Current                                                                      37.1                20.7
    Deferred                                                                     74.8                80.5
  Separate accounts liabilities                                              21,468.6            15,318.3
                                                                            ---------           ---------
       Total liabilities                                                     36,736.0            30,083.8
                                                                            ---------           ---------

Shareholder's equity:
  Common stock, par value $50 (100,000 shares
   authorized; 55,000 shares issued and outstanding)                              2.8                 2.8
  Paid-in capital                                                               418.0               418.0
  Net unrealized capital gains                                                   96.7                60.5
  Retained earnings                                                           1,268.5             1,128.2
                                                                            ---------           ---------
       Total shareholder's equity                                             1,786.0             1,609.5
                                                                            ---------           ---------

         Total liabilities and shareholder's equity                         $38,522.0           $31,693.3
                                                                            =========           =========
</TABLE>

See Condensed Notes to Consolidated Financial Statements.


                                      (4)

<PAGE>

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

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



                                                    9 Months Ended September 30,
                                                    ----------------------------
                                                      1997               1996
                                                      ----               ----

Shareholder's equity, beginning of year             $1,609.5           $1,583.0

Net change in unrealized capital gains                  36.2              (93.4)

Net income                                             144.9               90.2

Common stock dividends                                  (8.3)              (1.5)

Other changes                                            3.7                -
                                                    --------           --------

Shareholder's equity, end of period                 $1,786.0           $1,578.3
                                                    ========           ========





See Condensed Notes to Consolidated Financial Statements.


                                      (5)

<PAGE>

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

                      Consolidated Statements of Cash Flows
                                   (millions)

<TABLE>
<CAPTION>
                                                                            9 Months Ended September 30,
                                                                            ----------------------------
                                                                                1997           1996
                                                                                ----           ----
<S>                                                                         <C>              <C>
Cash Flows from Operating Activities:
         Net income                                                           $144.9            $90.2
         Adjustments to reconcile net income to net cash provided by                     
           (used for) operating activities:                                              
         Increase in accrued investment income                                 (24.0)           (13.0)
         Increase  in premiums due and other receivables                        (8.8)            (2.3)
         Increase in policy loans                                              (54.4)           (29.5)
         Increase in deferred policy acquisition costs                        (105.3)          (127.2)
         Decrease in reinsurance loan to affiliate                             153.9             22.1
         Net increase in universal life account balances                       224.1            172.5
         Decrease in other insurance reserve liabilities                      (165.5)          (125.2)
         Net (decrease) increase in other liabilities and other assets        (122.4)           126.8
         Decrease in income taxes                                               (3.9)           (23.5)
         Net accretion of discount on investments                              (51.9)           (51.1)
         Net realized capital gains                                            (17.9)           (17.2)
                                                                            --------       ----------
               Net cash (used for) provided by operating activities            (31.2)            22.6
                                                                            --------       ----------
                                                                                         
Cash Flows from Investing Activities:                                                    
         Proceeds from sales of:                                                         
             Debt securities available for sale                              3,828.5          3,830.6
             Equity securities                                                  61.3            114.5
             Mortgage loans                                                      0.1              8.6
         Investment maturities and collections of:                                       
            Debt securities available for sale                                 966.8            681.8
            Short-term investments                                              43.2             21.5
         Cost of investment purchases in:                                                
            Debt securities available for sale                              (4,811.0)        (4,996.5)
            Equity securities                                                  (53.6)           (63.7)
            Short-term investments                                            (120.1)           (35.5)
        Other, net                                                               -               (9.1)
                                                                            --------       ----------
               Net cash used for investing activities                          (84.8)          (447.8)
                                                                            --------       ----------
                                                                                         
Cash Flows from Financing Activities:                                                    
         Deposits and interest credited for investment contracts             1,230.2          1,140.6
         Withdrawals of investment contracts                                  (925.8)          (860.7)
         Dividends paid to shareholder                                          (8.3)            (1.5)
         Capital contribution to Separate Account                              (25.0)             -
                                                                            --------       ----------
               Net cash provided by financing activities                       271.1            278.4
                                                                            --------       ----------
                                                                                         
Net increase (decrease) in cash and cash equivalents                           155.1           (146.8)
Cash and cash equivalents, beginning of period                                 459.1            568.8
                                                                            --------       ----------
                                                                                         
Cash and cash equivalents, end of period                                      $614.2           $422.0
                                                                            ========       ==========
                                                                                         
Supplemental cash flow information:                                                      
    Income taxes paid, net                                                     $68.7            $61.4
                                                                            ========       ==========
</TABLE>

See Condensed Notes to Consolidated Financial Statements.


                                      (6)

<PAGE>

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

              Condensed Notes to Consolidated Financial Statements


1.   Basis of Presentation

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

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

2.   Future Application of Accounting Standards

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

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

     FAS No. 130, Reporting Comprehensive Income, was issued in June 1997 and
     establishes standards for the reporting and presentation of comprehensive
     income and its components in a full set of financial statements.
     Comprehensive income encompasses all changes in shareholder's equity
     (except those arising from transactions with owners) and includes net
     income, net unrealized capital gains or losses on available for sale
     securities. As this new standard only requires additional information in a
     financial statement, it will not affect the Company's financial position or
     results of operations. FAS No. 130 is effective for fiscal years beginning
     after December 15, 1997, with earlier application permitted. The Company is
     currently evaluating the presentation alternatives permitted by the
     statement.


                                      (7)

<PAGE>

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

              Condensed Notes to Consolidated Financial Statements
                                   (Continued)

2.   Future Application of Accounting Standards - continued

     FAS No. 131, Disclosures about Segments of an Enterprise and Related
     Information, was issued in June 1997 and establishes standards for the
     reporting of information relating to operating segments in annual financial
     statements, as well as disclosure of selected information in interim
     financial reports. This statement supersedes FAS No. 14, Financial
     Reporting for Segments of a Business Enterprise, which requires reporting
     segment information by industry and geographic area (industry approach).
     Under FAS No. 131, operating segments are defined as components of a
     company for which separate financial information is available and is used
     by management to allocate resources and assess performance (management
     approach). This statement is effective for year-end 1998 financial
     statements. Interim financial information will be required beginning in
     1999 (with comparative 1998 information). The Company does not anticipate
     that this standard will significantly impact the composition of its current
     operating segments, which are consistent with the management approach.

3.   Financial Instruments

     The Company engages in hedging activities to manage interest rate and price
     risks. Such hedging activities have principally consisted of using
     off-balance sheet instruments such as futures and forward contracts and
     interest rate swap agreements. There were no such contracts or agreements
     open as of September 30, 1997.


                                      (8)

<PAGE>

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

              Condensed Notes to Consolidated Financial Statements
                                   (Continued)


4.   Severance and Facilities Charges

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

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

     Activity for the nine months ended September 30, 1997 within the severance
     and facilities reserves (pretax, in millions) and positions eliminated
     related to such actions were as follows:

                                                         Reserve      Positions
     --------------------------------------------------------------------------

     Balance at December 31, 1996                        $ 47.9          524
     Actions taken (1)                                    (19.5)        (129)
                                                      -------------------------
        Balance at September 30, 1997                    $ 28.4          395
     --------------------------------------------------------------------------

     (1) Includes $9.9 million of severance-related actions and $7.0 million of
         corporate allocation-related actions.

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



5.   Related Party Transactions

     Effective December 31, 1988, the Company entered into a reinsurance
     agreement with Aetna Life Insurance Company ("Aetna Life") in which
     substantially all of the nonparticipating individual life and annuity
     business written by Aetna Life prior to 1981 was assumed by the Company.
     Effective January 1, 1997, this agreement has been amended to transition
     (based on underlying investment rollover in Aetna Life) from a modified
     coinsurance to a coinsurance arrangement. As a result of this change,
     reserves will be ceded to the Company from Aetna Life as investment
     rollover occurs and the loan previously established will be reduced.


                                      (9)

<PAGE>

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

              Condensed Notes to Consolidated Financial Statements
                                   (Continued)


6.   Litigation

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

7.   Dividends

     On June 27, 1997 and August 15, 1997, the Company paid a $5.3 million and
     $3.0 million, respectively, dividend to HOLDCO. The additional amount of
     dividends that may be paid by the Company to HOLDCO in 1997 without prior
     approval by the Insurance Commissioner of the State of Connecticut is $62.8
     million.



                                      (10)


<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, 1997,
and the related condensed consolidated statements of income for the three-month
and nine-month periods ended September 30, 1997 and 1996, and the related
condensed consolidated statements of changes in shareholder's equity and cash
flows for the nine-month periods ended September 30, 1997 and 1996. 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, 1996, 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 4,
1997, 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, 1996, 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


November 3, 1997
Hartford, Connecticut


                                      (11)



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