AETNA LIFE INSURANCE & ANNUITY CO /CT, POS AM, 1998-04-07

AETNA LIFE INSURANCE & ANNUITY CO /CT
POS AM, 1998-04-07
LIFE INSURANCE

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As filed with the Securities and Exchange Registration No. 33-60477
Commission on April 7, 1998
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 3

FORM S-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Aetna Life Insurance and Annuity Company
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Connecticut
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71-0294708
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151 Farmington Avenue, Hartford, Connecticut 06156, (860) 273-4686
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Julie E. Rockmore, Counsel
Aetna Life Insurance and Annuity Company
151 Farmington Avenue, RE4A, Hartford, Connecticut 06156
(860) 273-4686
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(Name, Address, including Zip Code, and Telephone Number,
including Area Code, of Agent for Service)

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The annuities covered by this registration statement are to be issued from time
to time 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. [XX]

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. [XX]

If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ] ______________

<PAGE>

If this form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. [ ] ______________

If this form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] ______________

If the delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

<PAGE>

CROSS REFERENCE SHEET
Pursuant to Regulation S-K
Item 501(b)

<TABLE>
<CAPTION>
Form S-2
Item No. Information Required in Prospectus Location in Prospectus
- -------- ---------------------------------- ----------------------
<S> <C> <C>

1 Forepart of the Registration Statement and Outside
Front Cover Page of Prospectus....................... Outside Front Cover

2 Inside Front and Outside Back Cover
Pages of Prospectus.................................. Table of Contents (inside front cover)

3 Summary Information, Risk Factors Ratio of Earnings
to Fixed Charges..................................... Summary

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................................. Description of the Account

9 Description of Securities to be Registered........... Description of the Account

10 Interests of Named Experts and Counsel............... Not Applicable
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
Form S-2
Item No. Information Required in Prospectus Location in Prospectus
- -------- ---------------------------------- ----------------------
<S> <C> <C>

11 Information with Respect to the Not Applicable
Registrant...........................................

12 Incorporation of Certain Information by Incorporation of Certain Information by
Reference............................................ Reference; Experts

13 Disclosure of Commission Position on
Indemnification for Securities Act Liabilities....... Indemnification
</TABLE>

<PAGE>

GUARANTEED ACCUMULATION ACCOUNT

a Guaranteed Interest Option
available under Variable Annuity Contracts
issued by
Aetna Life Insurance and Annuity Company

This Prospectus describes the Guaranteed Accumulation Account ("GAA"), a
credited interest funding option available under certain variable annuity
contracts issued by Aetna Life Insurance and Annuity Company (the "Company").
The Company guarantees stipulated rates of interest for stated periods of time
on amounts applied to GAA. During a specified period of time, amounts may be
allocated to available "guaranteed terms" within either a short-term or
long-term classification. Interest is credited daily at a rate that will
provide a guaranteed annual effective yield over the period of one year.
Guaranteed interest rates will never be less than the minimum rate specified in
the Contract. THE COMPANY CANNOT PREDICT OR GUARANTEE FUTURE LEVELS OF
GUARANTEED INTEREST RATES NOR GUARANTEE WHAT SUCH RATES WILL BE UNTIL THEY ARE
DECLARED FOR EACH GUARANTEED TERM.

All amounts allocated to Long-Term Classifications of GAA, and, subject to
state approval, amounts allocated to or automatically rolled over to Short-Term
Classifications of GAA after September 1, 1998, are held in a nonunitized
separate account. To the extent provided for in the Contracts, assets of the
separate account are not chargeable with liabilities arising out of any other
business conducted by the Company. Amounts allocated to Short-Term
Classifications of GAA prior to September 1, 1998 (and amounts allocated to or
rolled over to Short-Term Classifications of GAA after that date but prior to
necessary state approval) are held in the Company's general account that
supports insurance and annuity obligations. Assets of the general account are
chargeable with liabilities arising out of other business of the Company. Under
both the nonunitized separate account and the general account, all of the
general assets of the Company are available to meet the guarantees under GAA.
The Company will invest the amounts received in relation to GAA primarily in
investment-grade fixed income securities. Contract Holders do not have any
claim against specific assets of the Company relating to GAA, except that to
the extent provided in the Contracts, the assets of the nonunitized separate
account in the event of the Company's insolvency would be available solely for
the benefit of contract holders who have allocated Purchase Payments to the
nonunitized separate account. (See "Investments")

WITHDRAWALS OR TRANSFERS FROM A GUARANTEED TERM PRIOR TO THE END OF THAT
GUARANTEED TERM MAY BE SUBJECT TO A MARKET VALUE ADJUSTMENT. WITHDRAWALS FROM
THE CONTRACT MAY ALSO BE SUBJECT TO A DEFERRED SALES CHARGE AND/OR A
MAINTENANCE FEE AT THE TIME OF WITHDRAWAL. It is possible that you may receive
an amount less than the amount paid into the Contract for surrenders of amounts
held under the Contract. (See "Market Value Adjustment" and "Contract Charges,"
as well as the Contract Prospectus.)

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

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

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.

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NO PERSON IS AUTHORIZED BY THE COMPANY TO GIVE INFORMATION OR TO MAKE ANY
REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, IN CONNECTION
WITH THE OFFERS CONTAINED IN THIS PROSPECTUS. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH SUCH OFFERING MAY NOT
LAWFULLY BE MADE.

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This Prospectus is dated May 1, 1998

<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 is accompanied by a copy of the Company's annual report on
Form 10-K for the year ended December 31, 1997. Reference is made to Form 10-K
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 latest Annual Report on Form 10-K, filed with the Commission
pursuant to Section 15(d) of the Exchange Act, is incorporated by reference
into this Prospectus and must accompany this Prospectus. The Form 10-K contains
additional information about the Company, including certified financial
statements for the Company's latest fiscal year. No other reports have been
filed by the Company pursuant to Section 13(a) or 15(d) of the Exchange Act
since the end of the fiscal year covered by that Form 10-K.

The Company will provide without charge to each person to whom this
Prospectus is delivered, on the written or oral request of any such person, a
copy of any or all of the documents incorporated by reference in the
Registration Statement of which this Prospectus forms a part other than
exhibits to such documents unless such exhibits are specifically incorporated
by reference into such documents. Requests should be directed to Aetna Life
Insurance and Annuity Company, 151 Farmington Avenue, Hartford, Connecticut
06156, telephone (800)-GAA-Fund or (800)-422-3863.

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TABLE OF CONTENTS

Page
AVAILABLE INFORMATION ................................................. 2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE ....................... 2
GLOSSARY .............................................................. 4
SUMMARY ............................................................... 5
Description of the Guaranteed Accumulation Account ................... 5
Guaranteed Rates and Guaranteed Terms ................................ 5
Transfers and Withdrawals ............................................ 5
Market Value Adjustment .............................................. 5
Maturity of a Guaranteed Term ........................................ 5
Maturity Value Transfer Provision .................................... 6
Contract Charges ..................................................... 6
Investments .......................................................... 6
Guaranteed Account Notifications ..................................... 6
DESCRIPTION OF THE GUARANTEED ACCUMULATION ACCOUNT .................... 7
General .............................................................. 7
Contributions to GAA ................................................. 7
Deposit Period ....................................................... 7
Guaranteed Term ...................................................... 8
Guaranteed Term Classifications ...................................... 8
Guaranteed Interest Rates ............................................ 8
Maturity of a Guaranteed Term ........................................ 9
Maturity Value Transfer Provision .................................... 9
TRANSFERS ............................................................. 9
Transfers from GAA ................................................... 10
Transfers Between Guaranteed Term Classifications .................... 10
SURRENDERS ............................................................ 10
MARKET VALUE ADJUSTMENT ............................................... 11
Deposit Period Yield ................................................. 11
Current Yield ........................................................ 11
MVA Formula .......................................................... 12
CONTRACT CHARGES ...................................................... 12
MISCELLANEOUS ......................................................... 12
Annuity Period ....................................................... 12
Deferral of Payments ................................................. 12
Reinstatement ........................................................ 12
Contract Loans (403(B) Plans Only) ................................... 13
INVESTMENTS ........................................................... 13
DISTRIBUTION OF CONTRACTS ............................................. 14
TAX CONSIDERATIONS .................................................... 14
Taxation of the Company ............................................... 14
Taxation of Annuities ................................................. 14
YEAR 2000 ............................................................. 14
EXPERTS ............................................................... 15
LEGAL MATTERS ......................................................... 15
FURTHER INFORMATION ................................................... 15
INQUIRIES ............................................................. 15
APPENDIX I--Examples of Market Value Adjustment Calculations .......... 16
APPENDIX II--Examples of Market Value Adjustment Yields ............... 18

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<PAGE>

GLOSSARY

The following terms are defined as they are used in this Prospectus:

Accumulation Period: The period during which Purchase Payment(s) are
accumulated to provide future annuity benefits.

Aggregate Market Value Adjustment Amount: The sum of all Market Value
Adjustments calculated due to a surrender or transfer from Guaranteed Terms
prior to the end of those Guaranteed Terms. This total may be a positive or
negative figure.

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

Annuity Period: The period during which Annuity payments are made.

Contract Holder: The entity to which the Contract is issued. The Contract
Holder is usually the employer, sponsor or trustee.

Deposit Period: The period of time during which one or more Purchase Payments
or transfers of accumulated values may be made to available Guaranteed Terms to
receive stipulated interest rates for stated periods of time. A Deposit Period
may be a month, a calendar quarter, or any other period of time specified by
the Company.

Guaranteed Interest Rates: The interest rate(s) guaranteed to be credited, for
a stated period of time, on amounts applied to a GAA Guaranteed Term during a
specific Deposit Period. Interest rates are annual effective yields reflecting
a full year's interest. Interest is credited daily.

Guaranteed Term: The period of time specified by the Company during which one
or a series of Guaranteed Interest Rates are credited.

Guaranteed Term Classifications: The grouping of Guaranteed Terms according to
their time to maturity: Short-Term--All Guaranteed Terms of 3 years or less; or
Long-Term--All Guaranteed Terms of between 3 and 10 years.

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

Market Value Adjustment (MVA): An adjustment, if applicable, to the amount
withdrawn or transferred from a Guaranteed Term prior to the end of that
Guaranteed Term. 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 the Contract. The adjustment is expressed
as a percentage of each dollar being withdrawn.

Market Value Adjustment Amount (MVA Amount): The amount by which the funds
being withdrawn or transferred from a Guaranteed Term is increased or decreased
due to the MVA.

Maturity Value Transfer Provision: A provision that is available at maturity
when the Company automatically reinvests the total maturing Guaranteed Term
value into the open Deposit Period. This provision allows Contract Holders or
Participants to transfer or surrender the automatically reinvested value,
without an MVA, to an open Deposit Period within either Guaranteed Term
Classification or to other available investment options until the last business
day of the month following the maturity of a Guaranteed Term. This provision
only applies to the first request received from the Contract Holder, or if
applicable, Participant with respect to a particular matured Guaranteed Term.
The last business day of the month is defined as the last business day of the
month when the New York Stock Exchange is open.

Participant ("You"): An eligible person participating under a Variable Annuity
Contract.

Purchase Payment(s): The gross payment(s) made to the Company under a Contract.

Variable Annuity Contract: An Annuity Contract providing for the accumulation
of values, and for retirement payments which vary in dollar amount with
investment results.

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SUMMARY

DESCRIPTION OF THE GUARANTEED ACCUMULATION ACCOUNT

The Guaranteed Accumulation Account ("GAA") is a guaranteed interest
option available as a funding option under certain Variable Annuity Contracts
issued by the Company. Amounts invested in GAA are credited with interest rates
guaranteed by the Company for stated periods of time. Amounts must remain in
GAA for the full Guaranteed Term to receive the quoted interest rates.
Withdrawals or transfers from a Guaranteed Term before the end of the
Guaranteed Term may be subject to a Market Value Adjustment.

During a Deposit Period, Contract Holders or, if applicable, Participants
may direct some or all of their Purchase Payment(s) to GAA. Although the
Company may impose a minimum Purchase Payment on a Contract, there is no
minimum amount of payment if the investment comes from a Purchase Payment.
Transfers of accumulated amounts from other funding options to GAA are also
allowed.

More specifically, Contract Holders or, if applicable, Participants may
allocate Purchase Payments or transfer accumulated values during a Deposit
Period to available Guaranteed Terms within the Short-Term and Long-Term
Classifications. (See "Guaranteed Term Classifications.")

GUARANTEED RATES AND GUARANTEED TERMS

Interest is credited daily at a rate that will provide the guaranteed
annual effective yield over the period of one year. The Company will declare
the Guaranteed Interest Rate(s) for all available Guaranteed Terms prior to the
Deposit Period for those Guaranteed Terms. These Guaranteed Interest Rate(s)
are guaranteed for that Deposit Period and for the length of the Guaranteed
Term. Guaranteed Interest Rates will never be less than the annual effective
rate stated in the Contract. (See "Guaranteed Interest Rates").

TRANSFERS AND WITHDRAWALS

Full or partial surrenders and transfers to other funding options under
the Contract are permitted from GAA. In addition, transfers from Guaranteed
Terms within one Guaranteed Term Classification may be made to the current
Deposit Period of other Guaranteed Terms within a different Guaranteed Term
Classification. However, amounts applied to a Guaranteed Term during a Deposit
Period may not be transferred during that Deposit Period or for 90 days after
the close of that Deposit Period, except for transactions processed under the
Maturity Value Transfer Provision. This restriction may not apply in all
circumstances.

Contract Holders or, if applicable, Participants may choose the Guaranteed
Term Classification(s) from which amounts will be first withdrawn due to a
transfer or partial surrender. Amounts are withdrawn starting with the oldest
Guaranteed Term which has not reach maturity from each Guaranteed Term
Classification chosen. (See "Surrenders" and "Transfers and Withdrawals.")

MARKET VALUE ADJUSTMENT

Amounts withdrawn or transferred from a Guaranteed Term prior to the
Maturity Date may be subject to a Market Value Adjustment. The Market Value
Adjustment reflects the change in the value of the investment due to changes in
interest rates since the date of deposit, and may be positive or negative
depending on interest rate activity at the time of such withdrawal.

If amounts are withdrawn from GAA due to annuitization under one of the
lifetime Annuity options described in the Contract Prospectus, only the
positive Aggregate Market Value Adjustment, if any, is applied. Only a positive
Aggregate Market Value Adjustment amount, if any, is applied to amounts
withdrawn from GAA due to the death of a Participant if withdrawn within the
first six months after the date of death. (See "Market Value Adjustment" and
"Annuity Period.")

MATURITY OF A GUARANTEED TERM

On or before maturity of the Guaranteed Term, a Contract Holder or, if
applicable, Participant, may instruct the Company to, on maturity, (a) transfer
the matured value to one or more new Guaranteed Terms available under the
current Deposit Period, (b) transfer the matured value to one or more of the
variable funding options

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available under the Variable Annuity Contract, or (c) surrender the matured
value. In all three instances, no Market Value Adjustment would be applicable
to the transferred or surrendered matured value. However, a deferred sales
charge may be assessed on the amount surrendered from the Contract. (See
"Transfers" and "Surrenders.")

If the Company does not receive direction from the Contract Holder or
Participant, if applicable, at its Home Office by the maturity date of the
Guaranteed Term, the amount from the maturing Guaranteed Term will generally be
transferred to the available Deposit Period for the Guaranteed Term having the
shortest maturity within the same Guaranteed Term Classification. (See
"Maturity of a Guaranteed Term.")

MATURITY VALUE TRANSFER PROVISION

CONTRACT CHARGES

Certain charges such as the mortality and expense risk charge and
administrative expense charge are assessed under the Contract to compensate the
Company for costs associated with administering the Contract. These charges are
not deducted from GAA. Other charges, such as front end or deferred sales
charges, maintenance fees, premium taxes and transfer fees, as well as any
federal income taxes and tax penalties, may be deducted from amounts held in or
transferred from GAA. For a description of all fees and charges deducted under
the Contract, see "Contract Charges" and the Contract Prospectus.

INVESTMENTS

The interest rate(s) credited during any Guaranteed Term does not
necessarily relate to investment performance. Deposits received under the GAA
option, regardless of which Guaranteed Term Classification is used, will
generally be invested in federal, state and municipal obligations, corporate
bonds, preferred stocks, real estate mortgages, real estate, certain other
fixed income investments, and cash or cash equivalents. All of the general
assets of the Company are available to meet the guarantees under the GAA. (See
"Investments.")

GUARANTEED ACCOUNT NOTIFICATIONS

At least 18 calendar days prior to the maturity date, the Company will
notify you of a Guaranteed Term's maturity. The notice will also include
information relating to the current Deposit Period's Guaranteed Interest Rates
and the available Guaranteed Terms. At any time, you may obtain information
concerning available Deposit Periods, Guaranteed Interest Rates, and Guaranteed
Terms through the use of a toll-free telephone number within five business days
before the upcoming maturity date (1-800-GAA-FUND or 1-800-422-3863). (See
"Description of the Guaranteed Accumulation Account--General" and "Maturity of
a Guaranteed Term.")

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<PAGE>

DESCRIPTION OF THE
GUARANTEED ACCUMULATION ACCOUNT

GENERAL

This Prospectus describes the provisions of the Guaranteed Accumulation
Account ("GAA"), a guaranteed interest option available under Variable Annuity
Contracts ("Contracts") issued by Aetna Life Insurance and Annuity Company
("Company"). Amounts allocated to GAA are held in a nonunitized separate
account. (See "Investments.")

GAA offers guaranteed interest rates ("Guaranteed Interest Rates") for
stated periods of time ("Guaranteed Terms"). All Purchase Payments or transfers
to GAA during a specific period of time ("Deposit Periods") participate in a
specific Guaranteed Term with corresponding Guaranteed Interest Rates.
Guaranteed Terms are classified according to their length of time to maturity
("Guaranteed Term Classifications"). Each Deposit Period may offer various
Guaranteed Terms within one or both Guaranteed Term Classifications. A Market
Value Adjustment, which may be positive or negative, may be applied to any
values withdrawn or transferred from a Guaranteed Term prior to the end of that
Guaranteed Term, except for amounts transferred under the Maturity Value
Transfer Provision. However, if funds are withdrawn from Guaranteed Terms due
to the death of the Participant within six months after the Participant's date
of death, only a positive Aggregate Market Value Adjustment Amount, if any,
will be applied. After the six-month period, the positive or negative Aggregate
Market Value Adjustment Amount will be applied. Only a positive Aggregate
Market Value Adjustment Amount, if any, is applied to any values withdrawn from
Guaranteed Terms due to annuitization under one of the lifetime Annuity
options. If funds are transferred from one Guaranteed Term prior to the end of
that Guaranteed Term to a Guaranteed Term of the other Guaranteed Term
Classification, a Market Value Adjustment (positive or negative) is applied.

The Company maintains a toll-free telephone number for Contract Holders
or, if applicable, Participants wishing to obtain information concerning
available Deposit Periods, Guaranteed Interest Rates, and Guaranteed Terms. The
telephone number is 1-800-GAA-FUND (1-800-422-3863). In addition, the Company
will send notification of the upcoming Deposit Period dates and information on
the current Guaranteed Interest Rates, Guaranteed Terms and projected matured
Guaranteed Term values to Contract Holders, or, if applicable, Participants who
have funds in a maturing Guaranteed Term. This notification will be sent at
least 18 calendar days prior to the maturity of a Guaranteed Term.

CONTRIBUTIONS TO GAA

Amounts may be applied to Guaranteed Terms available in a current Deposit
Period by allocating one or more Purchase Payment(s) to GAA or by transferring
accumulated value(s) from other funding options available under the Contract or
from other Guaranteed Terms. Although the Company may impose a minimum Purchase
Payment on a Contract, there is no minimum Purchase Payment required for a
Guaranteed Term. Please refer to the applicable Contract prospectus.

Amounts applied to a Guaranteed Term during a Deposit Period may not be
transferred during that Deposit Period or for 90 days after the close of that
Deposit Period, except under the Maturity Value Transfer Provision.

DEPOSIT PERIOD

The Deposit Period is a period of time during which one or more Purchase
Payments or transfers from other Contract funding options or other Guaranteed
Terms may be made to available Guaranteed Terms to receive stipulated
Guaranteed Interest Rates for stated periods of time. Each Deposit Period may
be a month, a calendar quarter, or any other period of time specified by the
Company.

Both Guaranteed Term Classifications will be available during each Deposit
Period. In addition, more than one Guaranteed Term within a Guaranteed Term
Classification may be available during each Deposit Period. For example, a
Deposit Period might offer a 1-year and a 3-year Guaranteed Term under the
Short-Term Classification and a 5-year and a 7-year Guaranteed Term under the
Long-Term Classification.

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GUARANTEED TERM

A Guaranteed Term is the period of time specified by the Company during
which one or a series of Guaranteed Interest Rates are credited. Guaranteed
Terms are offered at the Company's discretion for various lengths of time
ranging from one to ten years.

GUARANTEED TERM CLASSIFICATIONS

Guaranteed Term Classifications refer to the grouping of Guaranteed Terms
according to their time to maturity. The following are the Guaranteed Term
Classifications:

Short-Term--All Guaranteed Terms of 3 years or less; or
Long-Term--All Guaranteed Terms of between 3 and 10 years.

During each Deposit Period, the Company may offer more than one Guaranteed
Term within each Guaranteed Term Classification. Contract Holders or, if
applicable, Participants may elect to allocate Purchase Payments to Guaranteed
Terms within one or both of these Guaranteed Term Classifications during a
Deposit Period.

GUARANTEED INTEREST RATES

Guaranteed Interest Rates are the interest rates that are guaranteed to be
credited on amounts applied during a Deposit Period for a specific Guaranteed
Term. Guaranteed Interest 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.

Guaranteed Interest Rates are credited according to the length of the
Guaranteed Term as follows:

[bullet] Guaranteed Terms of One Year or Less: A Guaranteed Interest Rate
is credited from the date of deposit to the last day of the
Guaranteed Term.

[bullet] Guaranteed Terms of Greater than One Year: Several different
Guaranteed Interest Rates may be applicable during a Guaranteed
Term of more than one year. The initial Guaranteed Interest Rate
is credited from the date of deposit to the end of a specified
period within the Guaranteed Term. The remainder of the
Guaranteed Term may also allow for several different Guaranteed
Interest Rates for subsequent specific periods of time. For
example, a 5-year Guaranteed Term may guarantee 5% for the first
year, 4.75% for the next two years, and 4.5% for the remaining
two years.

The Company will announce the available Guaranteed Terms and current
Guaranteed Interest Rates for each Deposit Period at least 18 calendar days
prior to the start of each Deposit Period. In no event will the Company
guarantee or credit a Guaranteed Interest Rate less than the minimum rate
specified in the Contract. In addition, GAA does not allow for the crediting of
interest above the Guaranteed Interest Rates which are announced by the Company
prior to the start of a Deposit Period.

The Company's determination of Guaranteed Interest Rates is influenced by,
but does not necessarily correspond to, interest rates available on fixed
income investments which the Company may acquire using amounts deposited into
GAA (see "Investments"). In addition, the Company will consider other factors
in determining Guaranteed Interest Rates including regulatory and tax
requirements, sales commissions and administrative expenses borne by the
Company, general economic trends, and competitive factors.

THE COMPANY MAKES THE FINAL DETERMINATION REGARDING GUARANTEED INTEREST
RATES. THE COMPANY CANNOT PREDICT THE LEVEL OF FUTURE GUARANTEED INTEREST
RATES.

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MATURITY OF A GUARANTEED TERM

At least 18 calendar days prior to the maturity of a Guaranteed Term, the
Company will send notification to Contract Holders or, if applicable,
Participants of the upcoming Deposit Period, the projected value for the amount
maturing in the Guaranteed Term and the Guaranteed Interest Rate and Guaranteed
Term for the current Deposit Period. Contract Holders or, if applicable,
Participants may transfer amounts in any maturing Guaranteed Term to new
Guaranteed Terms, if available under the Contract. The amount in any maturing
Guaranteed Term may also be transferred into any other allowable option(s)
available under the Contract. There is no Market Value Adjustment applied to
amounts transferred or surrendered from a Guaranteed Term on the date that
Guaranteed Term matures; however, a deferred sales charge, if applicable, may
be assessed.

If the Company does not receive direction from the Contract Holder or, if
applicable, the Participant at its Home Office (or any other designated office)
by the maturity date of a Guaranteed Term, the Company will automatically
transfer the matured value to a Guaranteed Term having the shortest maturity
within the same Guaranteed Term Classification that will be available for the
new Deposit Period. 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, amounts in this maturing
Guaranteed Term will be transferred to the 2-year Guaranteed Term, which is the
Guaranteed Term available within the Short-Term Classification of the new
Deposit Period. If, however, only one Term is available within the
Classification, then the matured Guaranteed Term value will be reinvested in
that Term. If GAA is not available for new deposits under the Contract, the
matured Guaranteed Term will be reinvested in the money market variable
investment option available under the Contract or as otherwise provided under
the Contract.

Once the matured amount has been transferred, the Contract Holder or, if
applicable, Participant will receive a statement confirming the transfer, along
with information on the new Guaranteed Rate(s) and Guaranteed Term.

MATURITY VALUE TRANSFER PROVISION

The Maturity Value Transfer Provision is available at maturity when the
Company automatically reinvests the total maturing Guaranteed Term value into
the open Deposit Period. This provision allows Contract Holders or Participants
to transfer or surrender, without a Market Value Adjustment, the matured value
that was transferred by the Company to a new Guaranteed Term (if applicable, a
deferred sales charge may be assessed on the amount surrendered from the
Contract). If all of the matured value is transferred or surrendered under the
Maturity Value Transfer Provision, any interest accrued under the current
Guaranteed Term will be credited through the date of transfer or surrender. The
right to make a transfer or surrender under the Maturity Value Transfer
Provision is available until the last business day of the month following the
maturity date of a Guaranteed Term. The last business day of the month is
defined as the last business day of the month that the New York Stock Exchange
is open. The Maturity Value Transfer Provision only applies to the first
request received from the Contract Holder, or, if applicable, Participant, with
respect to a particular matured Guaranteed Term value.

TRANSFERS

As described in the Contract Prospectus, all or any portion of accumulated
values under the Contract may be transferred at least 12 times during a
calendar year, without a transfer charge. Under some Contracts, after 12 such
transfers, each additional transfer is subject to a transfer charge of not more
than $10, deducted from the Contract value. Under other Contracts, unlimited
transfers may be made without charge. Please refer to the applicable Contract
prospectus.

Amounts applied to a Guaranteed Term during a Deposit Period may not be
transferred to any other funding option or Guaranteed Term during that Deposit
Period or for 90 days after the close of that Deposit Period.

Funds transferred under the Maturity Value Transfer Provision or upon the
maturity of a Guaranteed Term are not counted as one of the 12 free transfers
of accumulated values allowed per calendar year by those Contracts allowing 12
free transfers. In addition, no Market Value Adjustment is applied to the
matured

9
<PAGE>

Guaranteed Term value transferred upon maturity of a Guaranteed Term or for
values withdrawn or transferred from a Guaranteed Term under the Maturity Value
Transfer Provision.

When a request is made to transfer a specific dollar amount in
circumstances in which a Market Value Adjustment is applicable, the Market
Value Adjustment will be included in the determination of the amount withdrawn
from a Guaranteed Term(s) to fulfill the request. Therefore, the amount
actually withdrawn from the Guaranteed Term(s) may be more or less than the
requested dollar amount. (See "Appendix I" for an example.)

TRANSFERS FROM GAA

Contract Holders or, if applicable, Participants can choose the Guaranteed
Term Classification from which Funds will be first withdrawn. The Company
withdraws funds starting from the oldest Guaranteed Term which has not reached
maturity within the Guaranteed Term Classification chosen. If no direction is
received, funds are withdrawn pro rata among the Guaranteed Term
Classifications, starting with the oldest Guaranteed Term which has not reached
maturity, and any other investment options. A positive or negative Market Value
Adjustment is applied to the amount requested for transfer. (See "Market Value
Adjustment.")

TRANSFERS BETWEEN GUARANTEED TERM CLASSIFICATIONS

Transfers are permitted from Guaranteed Terms within the Short-Term
Classification to available Term- Term Guaranteed Terms of a current Deposit
Period. Transfers are also permitted from Guaranteed Terms within the Long-Term
Classification to available Short-Term Guaranteed Terms of a current Deposit
Period. For example, funds may be transferred from a 3-year Guaranteed Term
(any time after 90 days from the close of the Deposit Period applicable to that
3-year Guaranteed Term) to the open Deposit Period of a 7-year Guaranteed Term.
Funds will be first transferred from the oldest Deposit Period for which the
Guaranteed Term has not reached maturity. A Market Value Adjustment is assessed
on the transferred amount. The transfer is counted as one of the 12 free
transfers allowed each year by those Contracts allowing 12 free transfers.

A transfer of value from one Guaranteed Term prior to maturity of that
Guaranteed Term to another Guaranteed Term within the same Guaranteed Term
Classification is not permitted under any of the Contracts.

SURRENDERS

The Contract allows for full or partial surrenders at any time during the
Accumulation Period. To make a full or partial surrender, a surrender request
form must be properly completed and submitted to the Company's Home Office (or
any other designated office). Partial surrenders are made pro rata among the
Contract funding options unless requested otherwise by the Contract Holder or,
if applicable, the Participant. For surrender purposes, each Guaranteed Term
Classification is considered a separate funding option.

The portion of the partial surrender made from GAA is withdrawn from the
Guaranteed Term Classification elected by the Contract Holder or, if
applicable, the Participant. Within the elected Guaranteed Term Classification,
funds will be removed starting with the oldest Guaranteed Term which has not
reached maturity. If no Guaranteed Term Classification is elected, the Company
will withdraw funds from Guaranteed Terms in each Guaranteed Term
Classification (starting with the oldest Guaranteed Term which has not reached
maturity) in the same proportion as the value of each Guaranteed Term
Classification has to the total value of the Contract.

A Market Value Adjustment is applied to the amount surrendered if
surrendered prior to the end of a Guaranteed Term, except for values
surrendered under the Maturity Value Transfer Provision. The surrendered amount
may also be subject to a deferred sales charge and a maintenance fee. Please
refer to the applicable Contract prospectus for information regarding deferred
sales charges and maintenance fees.

When a request for a partial surrender of a specific dollar amount is
made, the Market Value Adjustment will be included in the determination of the
amount withdrawn from a Guaranteed Term to fulfill the request. Therefore, the
amount actually withdrawn from the Guaranteed Term(s) may be more or less than
the requested dollar amount. (See "Appendix I" for an example.)

10
<PAGE>

MARKET VALUE ADJUSTMENT

A Market Value Adjustment ("MVA") is applied to amounts transferred or
withdrawn from GAA prior to the end of a Guaranteed Term. In order to
accommodate these surrenders or transfers, the Company may need to liquidate
certain assets or use existing cash flow which would otherwise be available to
invest at current interest rates. The assets may be sold at a profit or a loss
depending upon market conditions. This MVA reflects the changes in interest
rates since the Deposit Period. When interest rates increase after the Deposit
Period, the value of the investment decreases and the Market Value Adjustment
Amount may become negative. Conversely, when interest rates decrease after the
Deposit Period, the value of the investment increases and the Market Value
Adjustment Amount may be positive.

The MVA is a factor applied to amounts withdrawn from a Guaranteed Term
prior to the end of the Guaranteed Term in connection with transfers (including
transfers made in order to elect a nonlifetime Annuity option) and surrenders.
Only a positive Aggregate Market Value Adjustment Amount, if any, is applied to
funds withdrawn from Guaranteed Terms due to the death of the Participant if
withdrawn within six months after the Participant's date of death. After the
six month period, the calculated Aggregate Market Value Adjustment Amount
(positive or negative) is applied. If funds are withdrawn from Guaranteed Terms
due to annuitization of the Contract under one of the lifetime Annuity options
only a positive Aggregate Market Value Adjustment Amount, if any, is applied.
If two or more consecutive Guaranteed Terms have the same Guaranteed Interest
Rate(s) and mature on the same date, the Company will calculate MVA's
applicable to each Guaranteed Term. The most favorable MVA to the Contract
Holder or Participant will be applied to any surrender or transfer from either
Guaranteed Term prior to the Guaranteed Terms' maturity.

Market Value Adjustment Amounts can be positive or negative and therefore
the imposition of an MVA may increase or decrease the amount withdrawn from a
Guaranteed Term to satisfy the request for surrender or transfer. The MVA
Amount depends on the relationship of the Deposit Period yield of U.S. Treasury
Notes that mature in the last quarter of the Guaranteed Term, 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 MVA will decrease the amount
withdrawn from a Guaranteed Term to satisfy the request for surrender or
transfer; if the current yield is the higher of the two, the MVA will increase
the amount withdrawn from a Guaranteed Term to satisfy the request for
surrender or transfer.

The MVA involves a Deposit Period yield and a current yield. An adjustment
is made in the formula of the MVA to reflect the period of time remaining in
the Guaranteed Term from the Wednesday of the week of withdrawal. 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
which 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 MVA calculation.

DEPOSIT PERIOD YIELD

Determining the Deposit Period yield used in the MVA calculation involves
consideration of interest rates prevailing during the Deposit Period of the
Guaranteed Term from which the withdrawal will be made. First, the Treasury
Notes that mature in the last three months of the Guaranteed Term are
identified, and then, the yield-to-maturity percentages of these Treasury Notes
for the last business day of each week in the Deposit Period are determined.
The resulting percentages are then averaged to determine 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
Term. 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.

For example, assume the withdrawal will be processed on May 15, 1998. List
the yield-to-maturity percentage figures as of May 8, 1998 for the same
Treasury Notes that determined the Deposit Period yield. Average these yields
to determine the current yield.

11
<PAGE>

MVA FORMULA

The mathematical formula used to determine the MVA is:

x
---
365
(1 + i)
{ ------- }
(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 Term. (For examples of how to calculate MVAs, please refer to
"Appendix I.")

CONTRACT CHARGES

Certain charges are deducted directly or indirectly from the funding
options available under the Contract.

If the Contract allows for the deduction of a maintenance fee on an annual
basis, the fee is deducted on a pro rata basis from all funding options,
including GAA. In addition, the maintenance fee is deducted upon total
surrender of a Contract.

A deferred sales charge, if applicable, is also deducted upon a full or
partial surrender of some Contracts. If the surrender occurs prior to the
maturity of a Guaranteed Term, the deferred sales charge and the MVA will be
assessed.

During each calendar year, the Contract Holder (or the Participant, if
authorized) may change the allocation of future Purchase Payments among the
investment options allowed by the Contract. Unlimited allocation changes are
allowed. In addition, we allow unlimited transfers of accumulated values to
available investment options during the Accumulation Period. We allow at least
12 free transfers in any calendar year. Thereafter, under some Contracts, we
reserve the right to charge $10 for each subsequent transfer.

Mortality and expense risk charges and other asset-based charges that may
be deducted from variable funding options are not deducted from any credited
interest option under the Contract (including GAA). These charges are only
applicable to the variable funding options. Other charges, such as front-end or
deferred sales charges of up to 6%, maintenance fees of up to $30.00, premium
taxes of up to 4% and transfer fees of up to $10 per transfer may be deducted
from amounts held in or transferred from GAA.

Please refer to the applicable Contract prospectus for further details on
Contract deductions. The Contract prospectus includes a full description of the
sales charges made upon withdrawal.

MISCELLANEOUS
ANNUITY PERIOD

GAA cannot be used as an option during the Annuity Period. Prior to
annuitization, values in Guaranteed Terms must be transferred to one or more of
the funding options which allow for Annuity payments. The Aggregate Market
Value Adjustment Amount (positive or negative) is applied to any amount
transferred from Guaranteed Terms before the end of those Guaranteed Terms due
to annuitization to the nonlifetime Annuity option available under the
Contract. Only a positive Aggregate Market Value Adjustment Amount, if any, is
applied due to annuitization to a lifetime Annuity option. Please refer to the
applicable Contract Prospectus for a discussion of the Annuity Period.

DEFERRAL OF PAYMENTS

Under certain emergency conditions, the Company may defer payment of a GAA
surrender value for a period of up to 6 months. Please refer to the applicable
Contract Prospectus for further details.

REINSTATEMENT

The Contract Holder or, if applicable, the Participant may elect to
reinstate all or a portion of the proceeds received from a full surrender
within 30 days after such surrender. Reinstated amounts must be received by the
Company within 60 days of the surrender. Any amounts reinstated to GAA will be
applied to the current Deposit

12
<PAGE>

Period. Within the current Deposit Period, amounts are then proportionately
reinstated to the Guaranteed Term Classifications in the same manner as the
amounts were allocated prior to surrender. Any negative MVA amount applied to a
surrender is not included in the reinstatement. Please refer to the applicable
Contract prospectus for further details on reinstatement of the Contract.

CONTRACT LOANS (403(b)) PLANS ONLY

The GAA value is included in determining the value of a Contract against
which a loan may be made. However, loans may not be made from amounts held in
GAA. In order to receive amounts held in GAA as a loan, the amounts must first
be transferred to a funding option from which loans may be made (see the
applicable Contract prospectus for further information on Contract loans).
Amounts transferred from Guaranteed Terms due to a loan request will be subject
to an MVA.

INVESTMENTS

Amounts applied prior to September 1, 1998 to Guaranteed Terms under the
Short-Term Classifications of GAA (and amounts allocated to or rolled over to
Short-Term Classifications of GAA after that date but prior to necessary state
approval) are deposited into the Company's general account which supports
insurance and annuity obligations.

General account assets of the Company must be invested in accordance with
applicable state laws. These laws govern 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 stocks; real estate mortgages; real estate and certain other fixed
income investments. All of the general assets of the Company, including amounts
deposited to GAA, are available to meet the guarantees under GAA. These assets
are chargeable with liabilities arising out of any other business of the
Company.

Amounts applied to Guaranteed Terms under the Long-Term Classification of
GAA, and, subject to state approval, amounts allocated to or automatically
rolled over to Short-Term Classifications of GAA after September 1, 1998, will
be deposited to and accounted for in a nonunitized separate account established
under Title 38a, Section 38a-433, of the Connecticut General Statutes. A
nonunitized separate account is a separate account in which the Contract Holder
or Participant does not participate in the performance of the assets through
unit values or any other interest.

Contract Holders and Participants allocating funds to the nonunitized
separate account do not receive a unit value of ownership of assets accounted
for in this separate account. The assets accrue solely to the benefit of the
Company, and Contract Holders and Participants do not participate in the
investment gain or loss from assets accounted for in the separate account. Such
gain or loss is borne by the Company. All benefits available to Participants
allocating funds to the nonunitized separate account are Contract guarantees
made by the Company and are accounted for in the separate account. However, if
and to the extent provided in the applicable Contracts, assets of the
nonunitized separate account are not chargeable with liabilities arising out of
any other business conducted by the Company, and income, gains and losses of
the nonunitized separate account are credited to or charged against the assets
of the separate account without regard to other income, gains or losses of the
Company. The Company intends to amend all Contracts covered by this Prospectus
in order to provide that the assets of the nonunitized separate account are, to
the extent of contract liabilities, "insulated" from other Company liabilities
as described above.

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:

[bullet] 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.

13
<PAGE>

[bullet] Debt securities which have an investment grade, at the time of
purchase, within the four highest grades assigned by Moody's
Investors Services, Inc. (Aaa, Aa, A or Baa), Standard & Poor's
Corporation (AAA, AA, A or BBB) or any other nationally
recognized rating service.

[bullet] 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
services, are deemed by the Company's management to have an
investment quality comparable to securities which may be
purchased as stated above.

[bullet] 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 non-speculative 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 held
in or to be sold for the general account or the nonunitized separate account.
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 INVESTMENT STRATEGY OF GAA,
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 INTEREST RATES
ESTABLISHED BY THE COMPANY NECESSARILY RELATE TO THE PERFORMANCE OF THE
NONUNITIZED SEPARATE ACCOUNT.

DISTRIBUTION OF CONTRACTS

The Company will serve as Underwriter for the securities sold herein. 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
registered broker-dealers ("Distributors") to offer and sell the Contracts. The
Company and one or more affiliates may also sell the Contracts directly. All
registered representatives for the Distributor will also be licensed as
insurance agents to sell Variable Annuity Contracts. For additional
information, see the Contract Prospectus.

TAX CONSIDERATIONS

Contract Holders and Participants should seek advice from their tax
advisers as to the application of federal (and where applicable, state and
local) tax laws to amounts received by them and by their beneficiaries under
the Contracts. Please refer to the applicable Contract Prospectus for further
information.

TAXATION OF THE COMPANY

The Company is taxed as a life insurance company under Part I of
Subchapter L of the Internal Revenue Code. All assets supporting the Annuity
obligations of GAA are owned by the Company. Any income earned on such assets
is considered income to the Company.

TAXATION OF ANNUITIES

Generally, any income earned on GAA deposits is not taxable to individual
Contract Holders or Participants until distributed from the Contract. For
further information concerning the tax treatment of Purchase Payments and
distributions from the Contracts, please refer to the applicable Contract
Prospectus.

YEAR 2000

The Company is dependent on computer systems and applications to conduct
its business. The Company has developed and is currently executing a
comprehensive risk-based plan designed to make its computer systems,
applications and facilities Year 2000 ready. The plan covers four stages
including (i) inventory, (ii) assessment, (iii) remediation and (iv) testing and
certification. At year end 1997, the Company had substantially completed the
inventory and assessment stages. The remediation process is currently underway
and targeted for completion by December 31, 1998. Testing and certification of

14
<PAGE>

these systems and applications are targeted for completion by mid 1999. The
Company expects to incur internal staffing costs, as well as consulting and
other expenses related to infrastructure and facilities enhancements necessary
to prepare its systems for the Year 2000. Total Year 2000 costs for these
systems are currently estimated to be at least $18 million (after tax) in 1998
and $5 million (after tax) in 1999 and are expected to be funded through
operating cash flows.

The Company deals with affiliated and unaffiliated third parties in
connection with the investments made by the Company with the amounts allocated
to Guaranteed Accumulation Account. Aetna Inc. and ALIAC are initiating
communication with their critical external relationships to determine the extent
to which Aetna organizations may be vulnerable to such parties' failure to
resolve their own Year 2000 issues. Where practicable the Aetna organization,
including the Company, will assess and attempt to mitigate its risks with
respect to the failure of these parties to be Year 2000 ready. The failure of
third parties to complete adequate preparations in a timely manner could have an
adverse effect on the operation of the Guaranteed Accumulation Account, or the
establishment of future Guaranteed Rates.

EXPERTS

The consolidated financial statements and schedules of the Company as of
December 31, 1997 and 1996, and for each of the years in the three-year period
ended December 31, 1997, which are included in the Company's Annual Report on
Form 10-K for the year ended December 31, 1997, have been incorporated by
reference herein and into Post-Effective Amendment No. 3 to the Registration
Statement on Form S-2 in reliance upon the reports of KPMG Peat Marwick LLP,
independent certified public accountants, incorporated by reference herein, and
upon the authority of said firm as experts in accounting and auditing.

LEGAL MATTERS

The validity of the securities offered by this Prospectus has been passed
upon by Counsel of the Company.

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 (800)-GAA-FUND or
(800)-422-3863.

15
<PAGE>

APPENDIX I EXAMPLES OF MARKET VALUE ADJUSTMENT CALCULATIONS

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 deferred sales charge that may be
assessed under the Contract upon withdrawal.

EXAMPLE I
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 Term, is 927.

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

927
---
365
(108)
= { ----- }
(1.10)

= .9545

In this example, the Deposit Period yield of 8% is less than the current yield
of 10%; therefore, the MVA is less than 1. The amount withdrawn from the
Guaranteed Term is multiplied by this MVA.

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

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 Term, is 927.

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

927
---
365
(105)
= { ----- }
(1.06)

= .9762

In this example, the Deposit Period yield of 5% is less than the current yield
of 6%; therefore, the MVA is less than 1. The amount withdrawn from the
Guaranteed Term is multiplied by this MVA.

16
<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 Term, is 927.

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

927
---
365
(108)
= { ----- }
(1.10)

= 1.0477

In this example, the Deposit Period yield of 10% is greater than the current
yield of 8%; therefore, the MVA is greater than 1. The amount withdrawn from
the Guaranteed Term is multiplied by this MVA.

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

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 Term, is 927.

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

927
---
365
(105)
= { ----- }
(1.04)

= 1.0246

In this example, the Deposit Period yield of 5% is greater than the current
yield of 4%; therefore, the MVA is greater than 1. The amount withdrawn from
the Guaranteed Term is multiplied by this MVA.

17
<PAGE>

APPENDIX II
EXAMPLES OF MARKET VALUE ADJUSTMENT YIELDS

The following hypothetical examples show the Market Value Adjustment based
on a given current yield at various times remaining in the Guaranteed Term.
Table A illustrates figures based on a Deposit Period yield of 10%; Table B
illustrates figures based on a Deposit Period yield of 5%. The Market Value
Adjustment will have either a positive or negative influence on the amount
withdrawn from or remaining in a Guaranteed Term. Also, the amount of the
Market Value Adjustment generally decreases as the end of the Guaranteed Term
approaches.

TABLE A: Deposit Period Yield of 10%

<TABLE>
<CAPTION>
Change in
Deposit
Current Period Time Remaining to
Yield Yield Maturity of Guaranteed Term
- --------- ---------- ----------------------------------------------------------------------------
8 Years 6 Years 4 Years 2 Years 1 Year 3 Months
----------- ----------- ----------- --------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
15% +5% -29.9% -23.4% -16.3% -8.5% -4.3% -1.1%
13% +3% -19.4 -14.9 -10.2 -5.2 -2.7 -0.7
12% +2% -13.4 -10.2 -7.0 -3.5 -1.8 -0.4
11% +1% -7.0 -5.3 -3.6 -1.8 -0.9 -0.2
9% -1% 7.6 5.6 3.7 1.8 0.9 0.2
8% -2% 15.8 11.6 7.6 3.7 1.9 0.5
7% -3% 24.8 18.0 11.7 5.7 2.8 0.7
5% -5% 45.1 32.2 20.5 9.8 4.8 1.2
</TABLE>

TABLE B: Deposit Period Yield of 5%

<TABLE>
<CAPTION>
Change in
Deposit
Current Period Time Remaining to
Yield Yield Maturity of Guaranteed Term
- --------- ---------- ----------------------------------------------------------------------------
8 Years 6 Years 4 Years 2 Years 1 Year 3 Months
----------- ----------- ----------- --------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
9% +4% -25.9% -20.1% -13.9% -7.2% -3.7% -0.9%
8% +3% -20.2 -15.6 -10.7 -5.5 -2.8 -0.7
7% +2% -14.0 -10.7 -7.3 -3.7 -1.9 -0.5
6% +1% -7.3 -5.5 -3.7 -1.9 -0.9 -0.2
4% -1% 8.0 5.9 3.9 1.9 1.0 0.2
3% -2% 16.6 12.2 8.0 3.9 1.9 0.5
2% -3% 26.1 19.0 12.3 6.0 2.9 0.7
1% -4% 36.4 26.2 16.8 8.1 4.0 1.0
</TABLE>

<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution
- ----------------------------------------------------

Not Applicable

Item 15. Indemnification of Directors and Officers
- --------------------------------------------------

Reference is hereby made to Section 33-771(f) of the Connecticut General
Statutes ("C.G.S.") regarding indemnification of directors and Section 33-776(4)
regarding indemnification of officers, employees and agents of Connecticut
corporations. These statutes provide in general that Connecticut corporations
incorporated prior to January 1, 1997 shall indemnify their officers, directors,
employees and agents against "liability" (defined as the obligation to pay a
judgment, settlement, penalty, fine, excise tax in the case of an employee
benefit plan or reasonable expenses incurred with respect to a proceeding). In
the case of a proceeding by or in the right of the corporation, indemnification
is limited to reasonable expenses incurred in connection with the proceeding
against the corporation to which the individual was named a party. The
corporation's obligation to provide such indemnification does not apply unless
(1) the individual has met the standard of conduct set forth in Section 33-771;
and (2) a determination is made (by majority vote of a quorum of the board of
directors who were not parties to the proceeding, or if a quorum cannot be
obtained, by a committee of the board selected as described in Section
33-775(b)(2); by special legal counsel selected by the board of directors or
members thereof as described in Section 33-775(b)(3); by shareholders) that the
individual met the standard set forth in Section 33-771; 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. Also, unless limited by
its Certificate of Incorporation, a corporation must indemnify an individual who
was wholly successful on the merits or otherwise against reasonable expenses
incurred by him in connection with a proceeding to which he was a party because
of his relationship as director, officer, employee or agent of the corporation.

The statute does specifically authorize a corporation to procure indemnification
insurance on behalf of an individual who is or was a director, officer, employer
or agent of the corporation. Consistent with the statute, Aetna Inc. has
procured insurance from Lloyd's of London and several major United States excess
insurers for its directors and officers and the directors and officers of its
subsidiaries, including the Depositor.

Item 16. Exhibits
- -----------------

Exhibits
(4) Instruments Defining the Rights of Security Holders(1)
(a) Variable Annuity Contract (G-CDA-HF)(2)
(b) Variable Annuity Contract (GIT-CDA-HO)(3)

<PAGE>

(c) Variable Annuity Contract (G-CDA-IA(RP))(4)
(d) Variable Annuity Contract (GLIT-CDA-HO)(3)
(e) Variable Annuity Contract (GST-CDA-HO)(3)
(f) Variable Annuity Contract (IP-CDA-IB)(5)
(g) Variable Annuity Contract (I-CDA-IA(RP))(4)
(h) Variable Annuity Contract (I-CDA-HD)(3)
(i) Variable Annuity Contract Certificate (GTCC-HF)(6)
(j) Variable Annuity Contract (GIH-CDA-HB)(6)
(k) Variable Annuity Contract (IMT-CDA-HO)(6)
(l) Variable Annuity Contract (G-401-IB(X/M))(7)
(m) Variable Annuity Contract (G-CDA-IB(XC/SM))(7)
(n) Variable Annuity Contracts (G-CDA-IB(ATORP)) and
(G-CDA-IB(AORP))(8)
(o) Variable Annuity Contract (G-CDA-96(TORP))(9)
(p) Group Combination Annuity Contract (Nonparticipating)
(A001RP95)(10)
(q) Group Combination Annuity Contract (Nonparticipating)
(A007RC95)(10)
(r) Group Combination Annuity Certificate (Nonparticipating)
(A007RC95)(10)
(s) Group Combination Annuity Certificate (Nonparticipating)
(A027RV95)(10)
(t) Variable Annuity Contract (GID-CDA-HO)(11)
(u) Variable Annuity Contract (GSD-CDA-HO)(11)
(v) Variable Annuity Contract (IST-CDA-HO)(12)
(w) Variable Annuity Contract (I-CDA-HD(XC))(12)
(x) Variable Annuity Contract (HRIO-DUA-GIA)(13)
(y) Variable Annuity Contract (GA-UPA-GO)(13)
(z) Variable Annuity Contracts (G-TDA-HH(XC/M)) and
(G-TDA-HH(XC/S))(14)
(aa) Variable Annuity Contract (IA-CDA-IA)(2)
(bb) Variable Annuity Contract (GLID-CDA-HO)(11)
(cc) Variable Annuity Contract (G-CDA-HD)(15)
(dd) Variable Annuity Contract (G-CDA-IA(RPM/XC))(4)
(ee) Annuity Contracts and Certificate (G-CDA-95(ORP)),
(G-CDA-95(TORP)) and (GTCC-95 (ORP))(8)
(ff) Variable Annuity Contracts and Certificate (G-CDA-ORP),
(CDA-IB(TORP)) and (GTCC-95(TORP))(8)
(gg) Variable Annuity Contract (IRA-CDA-IC)(5)
(hh) Variable Annuity Contract (GIP-CDA-HB)(16)
(5) Opinion re Legality
(10) Material contracts are listed under Exhibit 10 in the
Company's Form 10-K for the fiscal year ended December 31,
1997 (File No. 33-23376), as filed electronically with the
Commission on March 26, 1998 (accession number
0000950146-98-000467). Each of the Exhibits so listed is
incorporated by reference as indicated in the Form 10-K
(23) (a) Consent of Independent Auditors

<PAGE>

(b) Consent of Legal Counsel (Included in Item (5) above)
(24) (a) Powers of Attorney
(b) Certificate of Resolution Authorizing Signature by Power of
Attorney(4)
(27) Financial Data Schedule

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

1. Incorporated by reference to Post-Effective Amendment No. 1 to Registration
Statement on Form S-1 (File No. 33-60477), as filed electronically on April
15, 1996 (Accession No. 0000950146-96-000534).
2. Incorporated by reference to Post-Effective Amendment No. 14 to
Registration Statement on Form N-4 (File No. 33-75964), as filed
electronically on July 29, 1997 (Accession No. 0000950146-97-001101).
3. Incorporated by reference to Post-Effective Amendment No. 12 to the
Registration Statement or Form N-4 (File No. 33-75964), as filed
electronically on February 11, 1997 (Accession No. 0000950146-97-000159).
4. Incorporated by reference to Post-Effective Amendment No. 5 to the
Registration Statement or Form N-4 (File No. 33-75986), as filed
electronically on April 12, 1996 (Accession No. 0000912057-96-006383).
5. Incorporated by reference to Post-Effective Amendment No. 4 to Registration
Statement on Form N-4 (File No. 33-75988), as filed electronically on April
15, 1996 (Accession No. 0000912057-96-006419).
6. Incorporated by reference to Post-Effective Amendment No. 6 to Registration
Statement on Form N-4 (File No. 33-75980), as filed electronically on
February 12, 1997 (Accession No. 0000950146-97-000171).
7. Incorporated by reference to Post-Effective Amendment No. 3 to Registration
Statement on Form N-4 (File No. 33-81216), as filed electronically on April
7, 1996 (Accession No. 0000912057-96-006581).
8. Incorporated by reference to Post-Effective Amendment No. 3 to Registration
Statement on Form N-4 (File No. 33-91846), as filed electronically on April
15, 1996 (Accession No. 0000912057-96-006418).
9. Incorporated by reference to Post-Effective Amendment No. 6 to Registration
Statement on Form N-4 (File No. 33-91846), as filed electronically on
August 6, 1996 (Accession No. 0000912057-96-016381).
10. Incorporated by reference to Registration Statement on Form N-4 (File No.
333-01107), as filed electronically on February 21, 1996 (Accession No.
0000950146-96-000534).
11. Incorporated by reference to Post-Effective Amendment No. 12 to
Registration Statement on Form N-4 (File No. 33-75982), as filed
electronically on February 20, 1997 (Accession No. 0000950146-97-000217).
12. Incorporated by reference to Post-Effective Amendment No. 5 to Registration
Statement on Form N-4 (File No. 33-75992), as filed electronically on
February 13, 1997 (Accession No. 0000950146-97-000181).

<PAGE>

13. Incorporated by reference to Post-Effective Amendment No. 6 to Registration
Statement on Form N-4 (File No. 33-75974), as filed electronically on
February 28, 1997 (Accession No. 0000950146-97-000277).
14. Incorporated by reference to Post-Effective Amendment No. 6 to Registration
Statement on Form N-4 (File No. 33-75962), as filed electronically on April
17, 1996 (Accession No. 0000912057-96-006579).
15. Incorporated by reference to Post-Effective Amendment No. 6 to Registration
Statement on Form N-4 (File No. 33-75982), as filed electronically on April
22, 1996 (Accession No. 0000912057-96-006790).
16. Incorporated by reference to Post-Effective Amendment No. 8 to Registration
Statement on Form N-4 (File No. 33-75980), as filed electronically on
August 19, 1997 (Accession No. 0000950146-97-001310).

<PAGE>

Item 17. Undertakings
- ---------------------

The undersigned registrant hereby undertakes as follows, pursuant to Item
512 of Regulation S-K:

(a) Rule 415 offerings:

(1) To file, during any period in which offers or sales of the
registered securities 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; and

(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.

(h) Request for Acceleration of Effective Date:

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.

<PAGE>

Item 18. Financial Statements and Schedules
- -------------------------------------------

Not Applicable

<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 Post-Effective
Amendment No. 3 to the Registration Statement on Form S-2 (File No. 33-60477) to
be signed on its behalf by the undersigned, thereunto duly authorized in the
City of Hartford, State of Connecticut, on this 7th day of April, 1998.

AETNA LIFE INSURANCE AND ANNUITY COMPANY
(REGISTRANT)

By: Thomas J. McInerney*
-----------------------------------------
Thomas J. McInerney
President

Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 3 to Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.

Signature Title Date
- --------- ----- ----

Thomas J. McInerney* Director and President )
- --------------------------- (principal executive officer) )
Thomas J. McInerney )
)
)
)

Catherine H. Smith* Director and Chief Financial ) April
- --------------------------- Officer )
Catherine H. Smith ) 7, 1998
)
)
)
Shaun P. Mathews* Director )
- --------------------------- )
Shaun P. Mathews )
)
)
)
Deborah Koltenuk* Vice President and Treasurer, )
- --------------------------- Corporate Controller )
Deborah Koltenuk )

/s/ Mary Katherine Johnson
By: ___________________________
Mary Katherine Johnson
*Attorney-in-Fact

<PAGE>

EXHIBIT INDEX

Exhibit No. Exhibit Page
- ----------- ------- ----
*
16(4)(a) Variable Annuity Contract (G-CDA-HF) *

16(4)(b) Variable Annuity Contract (GIT-CDA-HO) *

16(4)(c) Variable Annuity Contract (G-CDA-IA(RP)) *

16(4)(d) Variable Annuity Contract (GLIT-CDA-HO) *

16(4)(e) Variable Annuity Contract (GST-CDA-HO) *

16(4)(f) Variable Annuity Contract (IP-CDA-IB) *

16(4)(g) Variable Annuity Contract (I-CDA-IA(RP)) *

16(4)(h) Variable Annuity Contract (I-CDA-HD) *

16(4)(i) Variable Annuity Contract Certificate (GTCC-HF) *

16(4)(j) Variable Annuity Contract GIH-CDA-HB *

16(4)(k) Variable Annuity Contract IMT-CDA-HO *

16(4)(l) Variable Annuity Contract G-401-IB(X/M) *

16(4)(m) Variable Annuity Contract G-CDA-IB(XC/SM) *

16(4)(n) Variable Annuity Contracts (G-CDA-IB(ATORP)) and *
(G-CDA-IB(AORP))

16(4)(o) Variable Variable Annuity Contract G-CDA-96(TORP) *

16(4)(p) Group Combination Annuity Contract (Nonparticipating)
(A001RP95) *

16(4)(q) Group Combination Annuity Contract (Nonparticipating)
(A007RC95) *

16(4)(r) Group Combination Annuity Certificate (Nonparticipating)
(A007RC95) *

*Incorporated by reference

<PAGE>

Exhibit No. Exhibit Page
- ----------- ------- ----

16(4)(s) Group Combination Annuity Certificate
(Nonparticipating) (A027RV95) *

16(4)(t) Variable Annuity Contract (GID-CDA-HO) *

16(4)(u) Variable Annuity Contract (GSD-CDA-HO) *

16(4)(v) Variable Annuity Contract (IST-CDA-HO) *

16(4)(w) Variable Annuity Contract (I-CDA-HD(XC)) *

16(4)(x) Variable Annuity Contract (HRIO-DUA-GIA) *

16(4)(y) Variable Annuity Contract (GA-UPA-GO) *

16(4)(z) Variable Annuity Contracts (G-TDA-HH(XC/M)) and *
(G-TDA-HH(XC/S))

16(4)(aa) Variable Annuity Contract (IA-CDA-IA) *

16(4)(bb) Variable Annuity Contract (GLID-CDA-HO) *

16(4)(cc) Variable Annuity Contract (G-CDA-HD) *

16(4)(dd) Variable Annuity Contract (G-CDA-IA(RPM/XC)) *

16(4)(ee) Variable Annuity Contracts and Certificate
(G-CDA-95(ORP)), (G-CDA-95(TORP)) and
(GTCC-95 (ORP)) *

16(4)(ff) Variable Annuity Contracts and Certificate *
(G-CDA-ORP), (CDA-IB(TORP)) and (GTCC-95(TORP))

16(4)(gg) Variable Annuity Contract (IRA-CDA-IC) *

16(4)(hh) Variable Annuity Contract (GIP-CDA-HB) *

16(5) Opinion re Legality
-------

16(10) Material Contracts *

*Incorporated by reference

<PAGE>

Exhibit No. Exhibit Page
- ----------- ------- ----
16(23)(a) Consent of Independent Auditors
-------

16(23)(b) Consent of Legal Counsel (Included in
Item 16(5) above) -------

16(24)(a) Powers of Attorney
-------

16(24)(b) Certificate of Resolution Authorizing
Signature of Power of Attorney *

16(27) Financial Data Schedule
-------

*Incorporated by reference

151 Farmington Avenue
Hartford, CT 06156

Julie E. Rockmore
Counsel
Law Division, RE4A
April 7, 1998 Investments & Financial Services
(860) 273-4686
Fax: (860) 273-0330

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

Gentlemen:

Re: Aetna Life Insurance and Annuity Company - Guaranteed Accumulation Account
Post Effective Amendment No. 3 on Form S-2 to Registration Statement on
Form S-1
Filing No. 33-60477

Gentlemen:

As Counsel of Aetna Life Insurance and Annuity Company (the "Company"), I have
represented the Company in connection with the Guaranteed Accumulation Account
available under certain variable annuity contracts, and the Form S-2
Registration Statement relating to such account.

In connection with such representation, I have reviewed Post-Effective Amendment
No. 3 to the Registration Statement for the Guaranteed Accumulation Account
including the prospectus and relevant proceedings of the Board of Directors.

Based upon this review, and assuming the securities represented by the
Guaranteed Accumulation Account are issued in accordance with the provisions of
the prospectus, I am of the opinion that the securities will, when sold, be
legally 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.

Sincerely,

/s/ Julie E. Rockmore

Julie E. Rockmore
Aetna Life Insurance and Annuity Company

Consent of Independent Auditors

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

We consent to the incorporation by reference in the registration statement No.
33-60477 on Post-Effective Amendment No. 3 on Form S-2 of Aetna Life Insurance
and Annuity Company (the "Company") of our reports dated February 3, 1998 with
respect to the consolidated balance sheets of the Company as of December 31,
1997 and 1996, and the related consolidated statements of income, changes in
shareholder's equity, and cash flows and the related schedules for each of the
years in the three-year period ended December 31, 1997, which reports appear in
the Company's 1997 Annual Report on Form 10-K and to the reference to our firm
under the heading "Experts" in the Prospectus.

/s/ KPMG Peat Marwick LLP

Hartford, Connecticut
April 6, 1998

I, the undersigned Director and Officer of Aetna Life Insurance and Annuity
Company, hereby constitute and appoint Julie E. Rockmore, Kirk P. Wickman and
Mary Katherine Johnson and each of them individually, my true and lawful
attorneys, with full power to them and each of them to sign for me, and in my
name and in the capacity indicated below, any and all amendments, to the
Registration Statements listed below filed with the Securities and Exchange
Commission under the Securities Act of 1933 and the Investment Company Act of
1940:

Registration Statements filed under the Securities Act of 1933:

2-52448 33-75960 33-75998
2-52449 33-75962 33-75996
33-02339 33-75964 33-76000
33-34370 33-75966 33-76002
33-34583 33-75968 33-76004
33-42555 33-75970 33-76018
33-60477 33-75972 33-76024
33-61897 33-75974 33-76026
33-62473 33-75976 33-79118
333-01107 33-75978 33-79122
33-63611 33-75980 33-81216
33-64277 33-75982 33-87642
33-64331 33-75984 33-87932
33-75248 33-75986 33-88720
33-75954 33-75988 33-88722
33-75956 33-75990 33-88724
33-75958 33-75992 33-89858
333-15817 33-75994 33-91846
333-24645 333-09515 333-27337

Registration Statements filed under the Investment Company Act of 1940:

811-2512 811-2513 811-4536 811-5906

hereby ratifying and confirming on this 4th day of March, 1998, my signature as
it may be signed by my said attorneys to any such Registration Statements and
any and all amendments thereto.

Signature/Title
---------------

/s/ Thomas J. McInerney
----------------------------
Thomas J. McInerney
Director and President
(Principal Executive Officer)

<PAGE>

POWER OF ATTORNEY

I, the undersigned Director of Aetna Life Insurance and Annuity Company, hereby
constitute and appoint Julie E. Rockmore, Kirk P. Wickman and Mary Katherine
Johnson and each of them individually, my true and lawful attorneys, with full
power to them and each of them to sign for me, and in my name and in the
capacity indicated below, any and all amendments, to the Registration Statements
listed below filed with the Securities and Exchange Commission under the
Securities Act of 1933 and the Investment Company Act of 1940:

Registration Statements filed under the Securities Act of 1933:

Registration Statements filed under the Investment Company Act of 1940:

811-2512 811-2513 811-4536 811-5906

hereby ratifying and confirming on this 4th day of March, 1998, my signature as
it may be signed by my said attorneys to any such Registration Statements and
any and all amendments thereto.

Signature/Title
---------------

/s/ Shaun P. Mathews
----------------------------
Shaun P. Mathews
Director

<PAGE>

POWER OF ATTORNEY

Registration Statements filed under the Securities Act of 1933:

Registration Statements filed under the Investment Company Act of 1940:

811-2512 811-2513 811-4536 811-5906

hereby ratifying and confirming on this 4th day of March, 1998, my signature as
it may be signed by my said attorneys to any such Registration Statements and
any and all amendments thereto.

Signature/Title
---------------

/s/ Catherine H. Smith
------------------------------------
Catherine H. Smith
Director and Chief Financial Officer

<PAGE>

POWER OF ATTORNEY

I, the undersigned Vice President and Treasurer, Corporate Controller of Aetna
Life Insurance and Annuity Company, hereby constitute and appoint Julie E.
Rockmore, Kirk P. Wickman and Mary Katherine Johnson and each of them
individually, my true and lawful attorneys, with full power to them and each of
them to sign for me, and in my name and in the capacities indicated below, any
and all amendments, to the Registration Statements listed below filed with the
Securities and Exchange Commission under the Securities Act of 1933 and the
Investment Company Act of 1940:

Registration Statements filed under the Securities Act of 1933:

Registration Statements filed under the Investment Company Act of 1940:

811-2512 811-2513 811-4536 811-5906

hereby ratifying and confirming on this 20th day of March, 1998, my signature as
it may be signed by my said attorneys to any such Registration Statements and
any and all amendments thereto.

Signature/Title
---------------

/s/ Deborah Koltenuk
- --------------------------------------------------
Deborah Koltenuk
Vice President and Treasurer, Corporate Controller

<ARTICLE> 7
<LEGEND>
This schedule contains summary financial information extracted from the
Financial Statements contained in the Form 10-K for the year ended December 31,
1997 for Aetna Life Insurance and Annuity Company and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<CIK> 0000837010
<NAME> Aetna Life Insurance and Annuity Company
<MULTIPLIER> 1,000,000

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<DEBT-HELD-FOR-SALE> 13,464
<DEBT-CARRYING-VALUE> 0
<DEBT-MARKET-VALUE> 0
<EQUITIES> 231
<MORTGAGE> 13
<REAL-ESTATE> 0
<TOTAL-INVEST> 14,273
<CASH> 565
<RECOVER-REINSURE> 11
<DEFERRED-ACQUISITION> 1,655
<TOTAL-ASSETS> 40,146
<POLICY-LOSSES> 3,763
<UNEARNED-PREMIUMS> 1
<POLICY-OTHER> 38
<POLICY-HOLDER-FUNDS> 11,144
<NOTES-PAYABLE> 0
0
0
<COMMON> 3
<OTHER-SE> 1,831
<TOTAL-LIABILITY-AND-EQUITY> 40,146
267
<INVESTMENT-INCOME> 1,081
<INVESTMENT-GAINS> 36
<OTHER-INCOME> 40
<BENEFITS> 1,128
<UNDERWRITING-AMORTIZATION> 0
<UNDERWRITING-OTHER> 0
<INCOME-PRETAX> 295
<INCOME-TAX> 89
<INCOME-CONTINUING> 205
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 205
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<RESERVE-OPEN> 0
<PROVISION-CURRENT> 0
<PROVISION-PRIOR> 0
<PAYMENTS-CURRENT> 0
<PAYMENTS-PRIOR> 0
<RESERVE-CLOSE> 0
<CUMULATIVE-DEFICIENCY> 0

</TABLE>