VARIABLE ANNUITY ACCOUNT G OF AETNA LIFE INSURAN & ANUITY CO
N-4 EL/A, 1995-08-17
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   EDGAR Submission Page
<PAGE>

                                    SEC File No. 33 - _____
                                    SEC File No. 811 - 05906
   As filed with the Securities and Exchange Commission on August __, 1995
   ===========================================================================
                                    Form N-4

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

   REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933        [X]

      Pre-Effective Amendment No.  __________                     [ ]
      Post-Effective Amendment No. __________                     [ ]

                                     and/or

   REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
      Post-Effect Amendment No.   6                               [X]

                        (Check appropriate box or boxes)

                           Variable Annuity Account G
                   of Aetna Life Insurance and Annuity Company
                 (Previously known as CLIAC Separate Account A)
                           (Exact Name of Registrant)

                    Aetna Life Insurance and Annuity Company
                               (Name of Depositor)

               151 Farmington Avenue, Hartford, Connecticut  06156
        (Address of Depositor's Principal Executive Offices and Zip Code)

                                  203-273-7834
               (Depositor's Telephone Number, Including Area Code)

                              Susan E. Bryant, Esq.
               151 Farmington Avenue, Hartford, Connecticut  06156
                     (Name and Address of Agent for Service)

                                   Copies to:
                              James F. Jorden, Esq.
                             Jorden Burt & Berenson
                              1025 Thomas Jefferson
                                 Suite 400 East
                           Washington, D.C. 20007-0805

   Approximate Date of Proposed Public Offering:  As soon as practicable after
   the effective date.




   <PAGE>
<PAGE>

    Title and Amount of Securities Being Registered                Amount of
                                                                   Registration
                                                                   Fee

    Pursuant to Rule 24f-2, the Registrant hereby elects to        $500.00
    register an indefinite number of securities (Flexible Premium
    Variable Annuity contracts) under the Securities Act of 1933.

   The Registrant hereby amends this  Registration Statement on such  dates as
   may be  necessary to  delay its effective  date until  the Registrant shall
   file a further amendment  which specifically states that  this Registration
   Statement shall thereafter become effective in accordance with Section 8(a)
   of  the Securities  Act of 1933 or  until the  Registration Statement shall
   become  effective on such date  as the Commission, acting  pursuant to said
   Section 8(a) may determine.

                                      VARIABLE ANNUITY ACCOUNT G
                                        CROSS-REFERENCE SHEET
   <TABLE>
   <CAPTION>

       Item in Form N-4                         Page or Caption in Prospectus
   <S>                                                <C>
   1.  Cover Page                               Cover Page. . . . . . . . . . .
   2.  Definitions                              Definitions
   3.  Synopsis                                 Summary; Fee Table
   4.  Condensed Financial Information          Condensed Financial Information
   5.  General Description of Registrant,       Facts About Aetna, the Separate
       Depositor and Portfolio Companies        Account and the Oppenheimer Variable 
   6.  Deductions                               Account Fund Charges and Deductions
   7.  General Description of
       Variable Annuity Contracts               The Contract
   8.  Annuity Period                           The Contract; Annuity Benefits
   9.  Death Benefit                            Distributions Under the Contract
   10. Purchases and Contract Values            The Contract -- Purchase Payments
                                                and Allocating Your Purchase Payments;
                                                 -- Unit Value and Value of Accumulation Account
   11. Redemptions                              Distributions Under the Contract
   12. Taxes                                    Federal Tax Matters
   13. Legal Proceedings                        Miscellaneous -- Legal Proceedings
   14. Table of Contents of the Statement       Table of Contents of the Statement of 
       of Additional Information                Additional Information
   15. Cover Page                               Cover Page
   16. Table of Contents                        Table of Contents
   17. General Information and History          General   Information    and   History;    Variable
                                                Annuity Account G
   18. Services                                  -
   19. Purchase of Securities Being Offered     Offeringg and Purchase
   20. Underwriters                             Offering and Purchase
   21. Calculation of Performance Data           - 


   <PAGE>
<PAGE>

   22. Annuity Payments                          -
   23. Financial Statements                     Financial Statements
   </TABLE>

















































   <PAGE>
<PAGE>

                              SUBJECT TO COMPLETION
   Information  contained herein  is subject  to completion  or amendment.   A
   registration statement relating to these securities has been filed with the
   Securities and Exchange Commission.   These securities may not be sold  nor
   may offers to buy be  accepted prior to the time the registration statement
   becomes effective.  This  Prospectus shall not constitute  an offer to sell
   or the solicitation of an offer to buy nor shall there be any sale of these
   securities in any State in  which such offer, solicitation or sale would be
   unlawful prior  to registration or qualification under  the securities laws
   of any such State.

                    Aetna Life Insurance and Annuity Company
              151 Farmington Avenue, Hartford, Connecticut  06156 
                                 1-800-531-4547

                           VARIABLE ANNUITY ACCOUNT G 
                                       OF
                    AETNA LIFE INSURANCE AND ANNUITY COMPANY

                         Prospectus Dated ________, 1995
          MULTI VEST PLAN  --  An Individual Deferred Variable Annuity

   This Prospectus describes the individual deferred variable annuity contract
   ("Contract") originally issued  by Confederation Life Insurance and Annuity
   Company  ("Confederation").    The  Contract  allows  tax-deferred  capital
   accumulation and provides future fixed income for retirement or other long-
   term purposes by  allowing Purchase Payments to  be allocated on a variable
   basis, a fixed basis or a combination of both.

   On August 12, 1994 Confederation was placed in rehabilitation by the Fulton
   County,  Georgia Superior  Court  and  ceased sales  of new  Contracts  and
   acceptance of  additional Purchase  Payments.  On ___________,  1995, Aetna
   Life Insurance and Annuity Company ("Aetna", "we", "our", or "us")  assumed
   the  existing   in-force  Contracts   in  accordance   with  an  Assumption
   Reinsurance Agreement  which was  approved by  the Fulton  County,  Georgia
   Superior  Court in  connection  with the  rehabilitation  of Confederation.
   Contract owners  will look to Aetna instead of Confederation to fulfill the
   terms of their Contracts.

   Aetna does not intend to resume sales of new Contracts, additional Purchase
   Payments will continue to be permitted subject to certain limitations.  See
   THE CONTRACT -- PURCHASE PAYMENTS AND ALLOCATING YOUR PURCHASE PAYMENTS.

   This Prospectus is intended to describe the Contract provisions relating to
   the  variable funding options and the fees and expenses that may be charged
   in connection  with Purchase Payments allocated to Variable Annuity Account
   G of  Aetna Life Insurance  and Annuity Company  (the "Separate  Account").
   Information  with respect to  the fixed  funding option is included  in the
   Appendix to this Prospectus.



   <PAGE>
<PAGE>

   There  are currently  eight  Subaccounts  in the  Separate Account.    Each
   Subaccount invests in a corresponding portfolio of the Oppenheimer Variable
   Account  Funds: the  Oppenheimer Money  Fund; the  Oppenheimer  High Income
   Fund; the Oppenheimer Bond Fund; the Oppenheimer Capital Appreciation Fund;
   the  Oppenheimer Growth Fund; the Oppenheimer Multiple Strategies Fund; the
   Oppenheimer  Global Securities  Fund;  and the  Oppenheimer  Strategic Bond
   Fund.  Each Fund has distinct investment objectives  and policies which are
   described  in  the accompanying  prospectus  for  the  Oppenheimer Variable
   Account  Funds.   See  FACTS  ABOUT  AETNA, THE  SEPARATE  ACCOUNT AND  THE
   OPPENHEIMER VARIABLE ACCOUNT FUNDS.

   This Prospectus sets forth the basic information about the Separate Account
   that a  prospective  investor should  know before  investing.    Additional
   information about  the Separate  Account  is contained  in a  Statement  of
   Additional Information  dated ______ 1995,  which has been  filed with  the
   Securities and Exchange  Commission ("SEC").  The  Table of Contents of the
   SAI is  found in this  Prospectus.  An  SAI is  available at  no charge  by
   indicating your request on the prospectus receipt or by calling  1-800-531-
   4547


   THESE  SECURITIES HAVE  NOT BEEN  APPROVED OR  DISAPPROVED  BY THE  SEC AND
   EXCHANGE  COMMISSION NOR  HAS THE  COMMISSION PASSED  UPON THE  ACCURACY OR
   ADEQUACY  OF THIS  PROSPECTUS.   ANY REPRESENTATION  TO THE  CONTRARY IS  A
   CRIMINAL OFFENSE.
   PLEASE READ THIS PROSPECTUS CAREFULLY AND RETAIN IT FOR FUTURE REFERENCE.


























   <PAGE>
<PAGE>

                                TABLE OF CONTENTS

   <TABLE>
   <CAPTION>
                                                               Page
   <S>                                                                                          <C>

   DEFINITIONS                                                 1
   SUMMARY                                                     4
   FEE TABLE                                                   6
   CONDENSED FINANCIAL INFORMATION                             9
   FINANCIAL STATEMENTS                                        11
   FACTS ABOUT AETNA, THE SEPARATE ACCOUNT, AND
     THE OPPENHEIMER VARIABLE ACCOUNT FUNDS                    11
      Aetna Life Insurance and Annuity Company                 11
      Variable Annuity Account G                               11
      The Oppenheimer Variable Account Funds and
       Investment Adviser                                      12
   THE CONTRACT                                                13
      Parties to the Contract                                  13
      Purchase Payments and Allocating Your Purchase Payments  14
      Value of the Accumulation Account and Unit Value         14
      Allocation Changes                                       15
      Transfers                                                16
      Dollar Cost Averaging                                    16
      Questions                                                17
   CHARGES AND DEDUCTIONS                                      17
      Surrender Charges                                        17
      Mortality and Expense Risk Charge                        18
      Administration Fee                                       18
      Annual Contract Fee                                      19
      State Taxes                                              19
      Other Taxes                                              19
      Fund Expenses                                            19
   DISTRIBUTIONS UNDER THE CONTRACT                            19
      Withdrawals                                              19
      Systematic Withdrawal                                    20
      Surrender                                                20
      Death Proceeds                                           21
      Payment                                                  22
   ANNUITY BENEFIT                                             22
      Annuitization                                            22
      Partial Annuity Benefit                                  22
      Annuity Date                                             22
      Annuity Options                                          23
      Income Payments                                          23
   FEDERAL TAX MATTERS                                         24
      Introduction                                             24
      Aetna's Tax Status                                       24
      Taxation of Annuity Contracts in General                 24


   <PAGE>                                         i
<PAGE>

      Qualified Contracts                                      25
      Other Tax Considerations                                 26
   DISTRIBUTION OF THE CONTRACT                                27
   MISCELLANEOUS                                               27
      Voting Rights                                            27
      Changes in the Contract                                  28
      Incontestability                                         28
      Nonparticipating                                         28
      Assignment                                               28
      Annual Contract Report                                   28
      Misstatement of Age or Sex                               28
      Telephone Transfers                                      29
      Legal Proceedings                                        29
      Legal Matters                                            29
   TABLE OF CONTENTS OF THE STATEMENT OF
    ADDITIONAL INFORMATION                                     29
   APPENDIX A -- THE FIXED ACCOUNT                             Appendix-1
   </TABLE>


































   <PAGE>                              ii
<PAGE>

                                   DEFINITIONS

   Accumulation Account and Value of the Accumulation Account

      The Accumulation Account is  the account to which Net  Purchase Payments
   are credited.  The Value of the Accumulation Account refers to the combined
   value  of your Contract in all  of the Subaccounts of  the Separate Account
   and the Fixed Account.

   Aetna

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

   Annuitant

      The person  on whose life the  Income Payments are based  and the person
   you designate to receive Income Payments.

   Annuity Date

      The date on which the Annuity Option becomes effective.

   Annuity Value

      The Value  of the  Accumulation Account  on  the Annuity  Date less  the
   Annual Contract Fee for  the then current Contract Year and any  applicable
   State Taxes.

   Beneficiary

      The person  designated by you to  receive benefits in the  event of your
   death prior  to the  Annuity Date  or to  receive any remaining  guaranteed
   payments under an Income Option in the event  of the death of the Annuitant
   after the Annuity Date.

   Code

      The Internal Revenue Code of 1986, as amended.

   Confederation

      Confederation Life Insurance and Annuity Company.

   Contract

      The individual deferred variable annuity described in this Prospectus.

   Contract Date

      The date the Contract becomes effective.


   <PAGE>                               1
<PAGE>

   Contract Year

      Each 12-month  period starting the  same day and  month as the  Contract
   Date.

   Fixed Account

      A part of our General Account consisting of assets, from Contracts  such
   as  the one  described in this  Prospectus, which are not  allocated to the
   Separate Account.  See Appendix A.










































   <PAGE>                               2
<PAGE>

   Fund

      A portfolio of Oppenheimer  Variable Account Funds in which  assets of a
   corresponding Subaccount are invested.

   General Account

      Our corporate assets other than those segregated in any separate account
   established by us.

   Home Office

      Our principal executive offices located at:
      151 Farmington Avenue
      Hartford, Connecticut 06156

   Income Payment

      The amount we pay to an Annuitant at regular intervals  under an Annuity
   Option.

   Non-Qualified Contracts

      Contracts other than Qualified Contracts.

   Oppenheimer Variable Account Funds 

      The  Oppenheimer  Variable   Account  Funds,  a  diversified,   open-end
   management investment  company (mutual fund) in  which the Separate Account
   invests.

   Purchase Payment & Net Purchase Payment

      A  Purchase Payment  is a premium  paid to  us as  consideration for the
   benefits provided by this Contract.  A Net Purchase Payment is that portion
   of  each Purchase  Payment which  is credited  to the  Accumulation Account
   after the deduction for State Taxes, if any.

   Qualified Contracts

      Contracts purchased by plans that qualify for special federal income tax
   treatment or plans which are intended to qualify for special federal income
   tax treatment under Code sections 401(a) and 403(b) or Contracts  purchased
   by individuals for their individual retirement accounts  under Code section
   408.

   SEC

      The Securities and Exchange Commission.



   <PAGE>                               3
<PAGE>

   Separate Account

      Variable  Annuity Account G of Aetna Life Insurance and Annuity Company,
   established  and  maintained  for  the  investment of  the  portion  of Net
   Purchase  Payments  from  contracts such  as  the  one  described  in  this
   Prospectus, which are not allocated to the Fixed Account.

   State Taxes

      Premium taxes imposed by certain jurisdictions on Purchase Payments when
   received, or on values withdrawn, surrendered or annuitized.









































   <PAGE>                               4
<PAGE>

   Subaccount

      A division of the Separate Account to which Net Purchase Payments may be
   allocated.  Each Subaccount invests in shares of a Fund.

   Surrender

      A request for the Surrender Value which terminates the Contract.

   Surrender Charge

      A contingent deferred sales load which may be charged  in the event of a
   Withdrawal or Surrender.

   Surrender Value

      The  Value of  the  Accumulation Account  less any  applicable Surrender
   Charges and State Taxes,  and the Annual Contract Fee for the  current Con-
   tract Year.

   Transfer

      The reallocation  of all or a portion of the  value in one Subaccount or
   the Fixed Account to another Subaccount or the Fixed Account.

   Unit and Unit Value

      A  standard  of  measurement  used  to  determine  your  value  in  each
   Subaccount prior to the Annuity  Date.  Each Subaccount has a distinct Unit
   Value which may vary from one Valuation Period to the next.

   Valuation Date

      Each day that both the New York Stock Exchange and  Aetna Life Insurance
   and Annuity Company are open for business.

   Valuation Period

      The  period of time  between two  consecutive Valuation  Dates, starting
   from the close of business (4:00 pm Eastern Time) on one Valuation Date and
   ending on the close of business on the next Valuation Date.

   We, Our, Us

      Aetna Life Insurance and Annuity Company or Aetna.

   Withdrawal

      The surrender of a portion of the Value of the Accumulation Account.



   <PAGE>                               5
<PAGE>

   You and Your

      The purchaser and Owner of the Contract.

   1940 Act

      The Investment Company Act of 1940, as amended.













































   <PAGE>                               6
<PAGE>


                                     SUMMARY


      The following  is a brief summary  of some of the  important features of
   the Contract described in this Prospectus.  Reference should be made to the
   body  of  this  Prospectus for  more  detailed  information.    Appendix  A
   describes the fixed funding option available under your Contract.


   THE CONTRACT

      The Contract  allows  tax-deferred  capital  accumulation  and  provides
   future fixed income payments beginning on a date you choose.  The amount of
   your  future fixed income will be based on the investment experience of the
   assets underlying  the Contract  during the  accumulation  period. See  THE
   CONTRACT.


   PURCHASE PAYMENTS

      Additional Purchase  Payments of at least  $100 may be made  at any time
   prior to  the Annuity Date.  However,  you are under no  obligation to make
   additional Purchase  Payments. See  THE CONTRACT  -- PURCHASE  PAYMENTS AND
   ALLOCATING YOUR PURCHASE PAYMENTS.


   WITHDRAWALS AND SURRENDERS

      Prior  to  the  Annuity Date,  you  may  make  unlimited Withdrawals  or
   Surrender your Contract  for the Surrender Value.  See  DISTRIBUTIONS UNDER
   THE CONTRACT and APPENDIX A -- THE FIXED ACCOUNT.


   SURRENDER CHARGES

      A  Surrender Charge may apply  on the amounts  withdrawn or surrendered.
   See CHARGES AND DEDUCTIONS -- SURRENDER CHARGES.


   TAXES AND WITHHOLDING

      Purchase Payment and investment results of your Accumulation Account are
   generally not taxable until distributed.  Withholding for income tax may be
   imposed on certain withdrawals.  See FEDERAL TAX MATTERS.


   CHARGES AND DEDUCTIONS




   <PAGE>                               7
<PAGE>

      Certain charges and  deductions are associated  with the Contracts,  for
   example,  State Taxes,  annual  contract  fee, mortality  and  expense risk
   charge  and administrative fee.  The Funds are also subject to certain fees
   and expenses.  See FEE TABLE; CHARGES AND DEDUCTIONS.


   ANNUITY PAYMENTS

      The Contract is an annuity  which provides for a series of  fixed Income
   Payments.  You may choose the date  Income Payments begin, subject to  some
   limitations.   The  amount of  and the  length of  Income Payments  will be
   based, in part, on the Annuity Option selected.  See ANNUITY BENEFIT.


   DEATH BENEFITS

      Death proceeds are  paid to your Beneficiary in the  event of your death
   and  you have not annuitized  all your  Accumulation Account.   See ANNUITY
   BENEFIT.  If death occurs prior to age 85, the death proceeds will never be
   less than the  sum of Purchase Payments received less:   prior Withdrawals,
   applicable Surrender Charges on prior Withdrawals and values applied to the
   Partial  Annuity Benefit.    Every five  years,  we will  adjust  the death
   proceeds to reflect increases in your Accumulation Account Value.  If death
   occurs on or  after age 85 the death proceeds  will equal the value  of the
   Accumulation Account.    See DISTRIBUTIONS  UNDER  THE  CONTRACT  --  DEATH
   PROCEEDS.


























   <PAGE>                               8
<PAGE>


                                    FEE TABLE
                                    _________

   The  Fee Table  is  provided to  assist  you in  understanding  the various
   charges and deductions that  you will bear directly  or indirectly. The Fee
   Table reflects expenses under the Contract and of both the Separate Account
   and the Oppenheimer Variable Account Funds.  The Fee Table does not include
   possible  State Taxes.  See  Charges and Deductions in  this Prospectus and
   "How the Funds  are Managed" in the prospectus for the Oppenheimer Variable
   Account Funds. 


   OWNER TRANSACTION EXPENSES
   <TABLE>
   <CAPTION>
                                                      Percentage of Purchase
                                                      Payment

    <S>                                               <C>

      Sales Load at Time of Purchase                  0%
      Deferred sales load when Purchase Payment
      withdrawn or surrendered

            Number of Years(1)
            _________________

                  1                                   6%
                  2                                   6%
                  3                                   5%
                  4                                   4%
                  5                                   3%
            Thereafter                                0%

      Charge for Transfer                             None
   </TABLE>

   (1)      Surrender Charges are based  upon the number of years  between the
            date  Purchase Payments are deemed  to have been  received and the
            date  they  are  withdrawn  or  surrendered.    Purchase  Payments
            received  prior  to __________,  1995,  are  deemed to  have  been
            received on the date of your initial Purchase Payment.  Additional
            Purchase  Payments  received  after  _____________,  1995 will  be
            deemed to be received on the date we actually receive them.







   <PAGE>                               9
<PAGE>


   <TABLE>
    <S>                                                       <C>

    ANNUAL CONTRACT FEE                                       $30

   </TABLE>

   SEPARATE ACCOUNT ANNUAL EXPENSE
   <TABLE>
   <CAPTION>

                                                   Percentage of Average
                                                   Accumulation Account
                                                   Value Allocated to
                                                   Separate Account
    <S>                                            <C>

      Mortality and Expense Risk Charge            1.25%
      Administrative Fee                           0.10% 
                                                   _____

      Total Separate Account Annual Expenses       1.35%
                                                   =====
   </TABLE>


   FUND  ANNUAL CHARGES  AND EXPENSES  (as percentage  of the  average account
   value)

   <TABLE>
   <CAPTION>



   Management Fees
   Other Expenses                         Total Fund Annual Expenses(1)
   <S>                                    <C>          <C>        <C>
   Oppenheimer Money Fund                 .45%         .05%       .50%
   Oppenheimer High Income Fund           .75%         .06%       .81%
   Oppenheimer Bond Fund                  .75%         .06%       .81%
   Oppenheimer Capital Appreciation Fund  .75%         .05%       .80%
   Oppenheimer Growth Fund                .75%         .06%       .81%
   Oppenheimer Multiple Strategies Fund   .74%         .05%       .79%
   Oppenheimer Global Securities Fund     .75%         .20%       .95%
   Oppenheimer Strategic Bond Fund        .75%         .18%       .93%
   </TABLE>

   (1) Does not reflect expenses related to the Contract or Separate Account



   <PAGE>                              10
<PAGE>





















































   <PAGE>                              11
<PAGE>


   HYPOTHETICAL EXAMPLES

            THE  EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
   FUTURE EXPENSES, ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.



   A.       If  you surrender  your  Contract at  the  end of  the  applicable
            period,  you  would   pay  the  following  expenses  on  a  $1,000
            investment, assuming 5% annual return on assets:

   <TABLE>
   <CAPTION>
                Subaccount                 1 Year      3 Years      5 Years     10 Years
    <S>                                  <C>         <C>          <C>          <C>
    Money Fund                           $  79.00    $  109.00    $ 132.00     $ 220.00
    High Income                             82.00       119.00      147.00       252.00
    Bond Fund                               82.00       119.00      147.00       252.00
    Capital Appreciation Fund               82.00       118.00      147.00       251.00
    Growth Fund                             82.00       119.00      147.00       252.00
    Multiple Strategies                     82.00       118.00      146.00       250.00
    Global Securities Fund                  87.00       123.00      155.00       267.00
    Strategic Bond Fund                     83.00       122.00      154.00       265.00

   </TABLE>

   B.       If you do  not surrender your  Contract or  if you annuitize,  you
            would pay the following expenses  on a $1,000 investment, assuming
            5% annual return on assets:

   <TABLE>
   <CAPTION>

   Subaccount                   1 Year     3 Years      5 Years      10 Years
   <S>                          <C>        <C>          <C>          <C>
   Money Fund                   $19.00     $59.00       $102.00      $220.00
   High Income                  22.00      69.00        117.00       252.00
   Bond Fund                    22.00      69.00        117.00       252.00
   Capital Appreciation Fund    22.00      68.00        117.00       251.00
   Growth Fund                  22.00      69.00        117.00       252.00
   Multiple Strategies          22.00      68.00        116.00       250.00
   Global Securities Fund       24.00      73.00        125.00       267.00
   Strategic Bond Fund          23.00      72.00        124.00       265.00

   </TABLE>

   For  the purpose of calculating the expenses in the above examples, we have
   converted the $30 Annual Contract Fee to  a .03% annual asset charge  based
   on  the $46,531  average size  of Contracts.   Converted  in this  way, the


   <PAGE>                              12
<PAGE>

   Annual Contract Fee (on  a percentage  basis) would be  higher for  smaller
   Contracts and lower for larger Contracts.


















































   <PAGE>                              13
<PAGE>


                  CONDENSED FINANCIAL INFORMATION
                      Accumulation Unit Values


  The   condensed   financial   information   was   prepared   by
  Confederation.    Confederation  issued  and  administered  the
  Contracts  funded  by   the  Separate  Account  prior   to  the
  assumption reinsurance  of the Contracts  and the transfer  the
  Separate Account to Aetna  on _______________, 1995.  See FACTS
  ABOUT AETNA, THE SEPARATE ACCOUNT  AND THE OPPENHEIMER VARIABLE
  ACCOUNT FUNDS.

  <TABLE>
  <CAPTION>
                           1990(1)    1991(2)     1992      1993(3)      1994

              <S>             <C>        <C>       <C>         <C>        <C>

   Money Fund
   Accumulation unit value
     at beginning of period   $10.00     $10.23    $10.72      $10.99     $11.19
     at end of period         $10.23     $10.72    $10.99      $11.19     $11.51
   Accumulation Units      11,496.99 278,364.11823,485.651,304,423.04 2,665,713.00
   outstanding
   High Income Fund 
   Accumulation unit value 
     at beginning of period   $10.00     $10.00    $11.80      $13.73     $17.11
     at end of period         $10.00     $11.80    $13.73      $17.11     $16.35
   Accumulation units           -    133,655.43546,212.322,010,341.541,9785,010.00
   outstanding

   Bond Fund
   Accumulation unit value
     at beginning of period   $10.00     $10.00    $11.07      $11.63     $12.97
     at end of period         $10.00     $11.07    $11.63      $12.97     $12.55
   Accumulation units           -    132,312.74610,765.611,414,173.211,445,364.00
   outstanding
   Capital Appreciation Fund
   Accumulation Unit value 
     at beginning of period   $10.00     $10.07     15.37      $17.50     $21.98
     at end of period         $10.07     $15.37     17.50      $21.98     $20.04
   Accumulation Units       3,511.36 163,873.92718,400.831,662,361.452,402,122.00
   Outstanding








   <PAGE>                                         14
<PAGE>

   Growth Fund
   Accumulation Unit Value 
     at beginning of period   $10.00     $10.13    $12.54      $14.17     $15.00
     at end of period         $10.13     $12.54    $14.17      $15.00     $14.94
   Accumulation Units       6,615.78 119,618.09563,151.081,700,812.712,083,816.00
   Outstanding

   Multiple Strategies Fund
   Accumulation Unit Value 
     at beginning of period   $10.00     $10.11    $11.72      $12.60     $14.42
     at end of period         $10.11     $11.72    $12.60      $14.42     $13.95
   Accumulation Units          59.11 184,581.48832,976.242,947,594.193,598,828.00
   Outstanding

   Global Securities Fund
   Accumulation Unit Value 
     at beginning of period     -        $10.00    $10.55       $9.67     $16.25
     at end of period           -        $10.55     $9.67      $16.25     $15.11
   Accumulation Units           -    202,907.57657,073.462,260,855.753,590,803.00
   Outstanding
   Strategic Bond Fund
   Accumulation Unit Value 
     at beginning of period     -          -         -         $10.00     $10.33
     at end of period           -          -         -         $10.33      $9.81
   Accumulation Units           -          -         -     956,346.221,556,820.00
   Outstanding

  </TABLE>

          (1)              Period from April 1, 1990 to December 31, 1990
          (2)              For  Global Securities  Fund  only, period  from
                           March 1, 1991 (inception) to December 31, 1991
          (3)              For Strategic Bond  Fund only,  period from  May
                           1, 1993 (inception) to December 31, 1993


















   <PAGE>                              15
<PAGE>

                        FINANCIAL STATEMENTS

          The  Financial Statements  for Aetna  and the  Separate
  Account are in the Statement of Additional Information.


            FACTS ABOUT AETNA, THE SEPARATE ACCOUNT AND
               THE OPPENHEIMER VARIABLE ACCOUNT FUNDS

  AETNA LIFE INSURANCE AND ANNUITY COMPANY

          Aetna  Life  Insurance  and   Annuity  Company  is  the
  depositor of  the Separate  Account.   Aetna  was organized  in
  1976 as  a stock  life insurance  company  under the  insurance
  laws of  the  state  of  Connecticut.    Through  a  merger  it
  succeeded  to  the  business of  Aetna  Variable  Annuity  Life
  Insurance Company.  The latter Company had been doing  business
  since  1954 as  an Arkansas  insurance  company under  the name
  Participating Annuity Life  Insurance Company.  As  of December
  31, 1994, Aetna  managed over $19.5 billion of  assets, ranking
  it among the  top 2% of  all U.S. life  insurance companies  by
  size.  Aetna  is a wholly-owned  subsidiary of  Aetna Life  and
  Casualty Company which, with its subsidiaries, constitutes  one
  of  the   nation's  largest   diversified  financial   services
  organization.   Our  home office  is located  at 151 Farmington
  Avenue,  Hartford,  Connecticut    06156.    We  are  currently
  qualified to do business as a life  insurance company in all 50
  states and  the District of  Columbia.  We  are also registered
  as an investment  adviser under the 1940 Act and are registered
  with the National Association of Securities Dealers, Inc.  as a
  broker-dealer.  

  VARIABLE ANNUITY ACCOUNT G

          The  Separate  Account  was originally  established  by
  Confederation pursuant to the laws  of the State of  Georgia on
  December 15,  1988.    On August  12,  1994  Confederation  was
  placed  in   rehabilitation  by  the  Fulton   County,  Georgia
  Superior  Court   and  ceased  sales   of  new  Contracts   and
  acceptance of  additional Purchase Payments under  existing in-
  force  Contracts.    The  rehabilitator  of  Confederation (the
  "Rehabilitator")  sought  proposals  for  the  acquisition   of
  Confederation's  stock,   assets  or  liabilities  which  would
  provide superior benefits to  Confederation's estate, including
  Confederation's   policyholders.     On   May   3,   1995   the
  Rehabilitator  and Aetna entered into an Assumption Reinsurance
  Agreement  pursuant to  which Confederation  would transfer  to
  Aetna and Aetna would assume and accept from  Confederation the
  liabilities arising under the Contracts  and the assets funding
  the Contracts, including the Separate Account.


   <PAGE>                              16
<PAGE>

          Pursuant to the  Assumption Reinsurance Agreement,  the
  Separate   Account   was   transferred  intact   to   Aetna  on
  __________, 1995 and  re-established by us as  Variable Annuity
  Account  G of Aetna Life Insurance and Annuity Company pursuant
  to the laws of the state of  Connecticut.  The Separate Account
  is a  unit investment trust  registered with the  SEC under the
  1940 Act  and it meets  the definition of  a "separate account"
  under  Federal securities  laws.   This  does  not involve  any
  supervision  by  the  SEC  of   the  management  or  investment
  policies or practices of the Separate Account.

          Although  Aetna  holds  title  to  the  assets  of  the
  Separate   Account,  such  assets   are  not   chargeable  with
  liabilities arising out of any  other business we may  conduct.
  Income, gains  or losses of  the 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.    As a  result,  the  investment  performance of  the
  Separate  Account is  entirely  independent of  the  investment
  performance  of  the  General Account  or  any  other  separate
  account maintained  by us.   All  obligations of  Aetna arising
  under the Contracts are its general corporate obligations.

          The  Separate Account currently  has eight Subaccounts:
  the Money  Fund;  the High  Income  Fund;  the Bond  Fund;  the
  Capital  Appreciation  Fund;  the  Growth  Fund;  the  Multiple
  Strategies Fund; the Global Securities  Fund; and the Strategic
  Bond Fund.

  THE OPPENHEIMER VARIABLE ACCOUNT FUNDS AND INVESTMENT ADVISER

          Currently,  each  Subaccount  of the  Separate  Account
  invests  exclusively   in  corresponding   portfolios  of   the
  Oppenheimer Variable Account  Funds (each portfolio  a "Fund").
  The Oppenheimer Variable  Account Funds was first  organized as
  a Massachusetts  business trust in 1984.  The Oppenheimer Vari-
  able  Account  Funds   was  registered  with  the   SEC  as   a
  diversified, open-end  management investment company  under the
  1940   Act.     Oppenheimer   Management  Corporation   is  the
  Investment Adviser  ("Adviser")  of  the  Oppenheimer  Variable
  Account  Funds.     The   Adviser  is   owned  by   Oppenheimer
  Acquisition Corp.,  a holding company  owned in part by  senior
  management  of  the  Adviser   and  ultimately  controlled   by
  Massachusetts  Mutual  Life  Insurance   Company.    Additional
  information on  each  Fund can  be  found in  the  accompanying
  Oppenheimer Variable Account Funds prospectus.

          The investment  objectives and  policies  of the  eight
  Funds of the Oppenheimer Variable  Account Funds are summarized
  below.


   <PAGE>                              17
<PAGE>





















































   <PAGE>                              18
<PAGE>

          Oppenheimer  Money Fund  -- seeks  the  maximum current
  income   from   investments  in   "money   market"   securities
  consistent with low capital risk  and maintenance of liquidity.
  An investment in this  Fund is  neither insured nor  guaranteed
  by the U.S.  government, and there  is no  assurance that  this
  Fund  will  be able  to maintain  a stable  net asset  value of
  $1.00 per share.

          Oppenheimer High Income  Fund -- seeks a high  level of
  current  income  from investment  in  high  yield  fixed-income
  securities, including  unrated or high  risk securities in  the
  lower rating categories, commonly known  as "junk bonds," which
  are subject  to  a  greater  risk  of  loss  of  principal  and
  nonpayment  of  interest than  higher-rated securities.   These
  securities may be considered speculative.

          Oppenheimer Bond  Fund -- primarily seeks  a high level
  of current  income from investment  in high yield  fixed-income
  securities rated "Baa"  or better by Moody's or "BBB" or better
  by Standard  & Poor's.   Secondarily,  this Fund seeks  capital
  growth when consistent with its primary objective.

          Oppenheimer  Capital  Appreciation  Fund  --  seeks  to
  achieve  capital  appreciation  by  investing in  "growth-type"
  companies.

          Oppenheimer Growth  Fund --  seeks  to achieve  capital
  appreciation   by   investing  in   securities   of  well-known
  established companies.

          Oppenheimer Multiple  Strategies Fund -- seeks  a total
  investment  return  (which  includes  current  income from  and
  capital  appreciation on  the value  of  its investments)  from
  common  stocks and  other equity  securities,  bonds and  other
  debt securities, and "money market" securities.

           Oppenheimer  Global Securities Fund -- seeks long-term
  capital  appreciation by  investing  a substantial  portion  of
  assets  in   securities  of   foreign  issuers,   "growth-type"
  companies,  cyclical  industries and  special  situations which
  are considered  to have  appreciation  possibilities.   Current
  income  is  not   an  objective.    These  securities   may  be
  considered speculative.

          Oppenheimer Strategic  Bond Fund -- seeks  a high level
  of current  income principally  derived from  interest on  debt
  securities and seeks to enhance such  income by writing covered
  call options  on debt securities.   The Fund  intends to invest
  principally  in  (a)  foreign  government  and  corporate  debt
  securities,  (b)  U.S. Government  securities,  and  (c) lower-


   <PAGE>                              19
<PAGE>

  rated high  yield domestic debt  securities, commonly known  as
  "junk bonds," which  are subject to  a greater risk of  loss of
  principal and nonpayment of interest  than higher-rated.  These
  securities may be considered speculative.

          There  is no  assurance that  a Fund  will achieve  its
  investment  objectives.   You bear the  full investment risk of
  an investment  in a  Fund.   Additional information  concerning
  each Fund,  its potential risks  and its fees  and expenses can
  be  found  in  the  accompanying  current  prospectus  for  the
  Oppenheimer Variable Account  Funds.  Additional copies  of the
  Oppenheimer Variable  Account Funds Prospectus may  be obtained
  by  writing or calling  our Home  Office.  You  should read the
  Oppenheimer  Variable Account  Funds  Prospectus before  making
  any decision to allocate monies to a Subaccount.

          Resolving Material Conflicts

          Because the Oppenheimer  Variable Account Funds  offers
  shares to  the separate accounts  of other insurance  companies
  and  may  offer  shares  to  our  other  separate  accounts,  a
  material  conflict  may  arise between  the  interests  of  the
  Separate  Account  and  one or  more  other  separate  accounts
  investing  in the  Oppenheimer  Variable  Account Funds.    The
  Board of  Trustees of  the Oppenheimer  Variable Account  Funds
  has agreed to  monitor events in order to identify any material
  conflicts and  to  determine what  action,  if any,  should  be
  taken  in  response.   We will  take all  steps we  believe are
  necessary to protect the Separate Account.

          Changes and Substitutions of Funds

          We reserve the  right to  add or eliminate  a Fund  and
  substitute shares  held by a  Subaccount for another  portfolio
  of  the  Oppenheimer  Variable Account  Funds  or  for  another
  registered open-end management investment company as  permitted
  by the  1940 Act.   To  the extent  required by  the 1940  Act,
  substitutions  of shares  attributable to  your  interest in  a
  Subaccount will not  be made until  you have  been notified  of
  the change.  

          If deemed to be in the best interests of persons having
  voting rights  under the  Contracts, the  Separate Account  may
  be: (1)  operated as a  management company under  the 1940 Act,
  or any other  form permitted by law; (2) deregistered under the
  1940 Act in  the event such registration is no longer required;
  (3) combined with one or  more other separate accounts;  or (4)
  changed in other respects.




   <PAGE>                              20
<PAGE>

                            THE CONTRACT

          The  Contract  described  in   this  Prospectus  is  an
  individual deferred  variable  annuity  which  was  established
  with  an initial  Purchase Payment  and  allows for  additional
  Purchase Payments if you so choose.

  PARTIES TO THE CONTRACT

          Owner

          As the purchaser of the Contract, you  may exercise all
  rights  and privileges provided in the Contract, subject to any
  rights that  you,  as  Owner,  may  convey  to  an  irrevocable
  beneficiary.  Joint ownership is not allowed.

          Annuitant

          The Annuitant  is the  person you designate  to receive
  Income Payments  and on  whose life  these payments are  based.
  At the time you  elect an Annuity Option, you may elect to name
  a joint Annuitant.  See ANNUITY BENEFIT -- ANNUITY OPTION.

          Beneficiary 

          The Beneficiary is the  person you designate to receive
  the  death proceeds.  See  DISTRIBUTIONS UNDER  THE CONTRACT --
  DEATH PROCEEDS.  If no Beneficiary is living  at that time, the
  death proceeds  are payable to  your estate.   If the Annuitant
  dies after the  Annuity Date, the Beneficiary is the person who
  will  receive  any  remaining  guaranteed   payments  under  an
  Annuity Option.  If no  Beneficiary is living at that time, the
  remaining guaranteed payments are payable to  the estate of the
  Annuitant.

          Change of Annuitant or Beneficiary

          Prior to the Annuity Date, you may change the Annuitant
  or Beneficiary  by  submitting a  written request  to our  Home
  Office.   After the Annuity  Date only a  change of Beneficiary
  may be made.  Any change will become  effective on the date you
  sign the request.  However, any  change will be subject to  any
  payment or  other  action taken  by  us  before we  record  the
  change.   If the Owner is  not a natural person,  under current
  Federal tax law, the  Surrender Value must be  distributed upon
  any change  of the  Annuitant or  the death  of the  Annuitant.
  See FEDERAL TAX MATTERS.





   <PAGE>                              21
<PAGE>

  PURCHASE PAYMENTS AND ALLOCATING YOUR PURCHASE PAYMENTS

          No  new  Contracts  are  being issued.    You  may make
  additional Purchase  Payments under the  Contract prior to  the
  date  all  your  Accumulation  Account   has  been  annuitized.
  Additional Purchase Payments must be  at least $100.   There is
  no limit on  the number of additional Purchase Payments you may
  make.  Each  additional Purchase Payment will be subject to our
  requirements at that  time.  We reserve the right to modify the
  requirements.

          If  imposed by the  state or municipality  in which you
  reside,  State  Taxes  will  be  deducted  from  each  Purchase
  Payment and the remaining amount  is known as the  Net Purchase
  Payment.  See     CHARGES  AND   DEDUCTIONS  --  STATE   TAXES.
  Allocations to the  funding options of additional  Net Purchase
  Payments will be  made based upon your  allocation instructions
  in your  application unless we  receive a  written notice  with
  new  instructions.   See THE  CONTRACT  -- ALLOCATION  CHANGES.
  Additional  Net  Purchase  Payments will  be  credited  to  the
  Accumulation  Account  on  the  Valuation  Date   the  Purchase
  Payment is received at our Home Office.

          Under  our  bank  draft  investing  program, additional
  Purchase  Payments may  also be made  by monthly drafts against
  your  financial institution  checking  account.   To  authorize
  these drafts,  you must  complete and  return to  us a  special
  bank draft authorization  form which may be  obtained from  our
  Home Office.

          All  Purchase  Payments  on  Qualified  Contracts  must
  comply  with  applicable  provisions  of   the  Code  and  your
  retirement  plan,   if  any.    Additional   Purchase  Payments
  commingled in an individual retirement  annuity with a rollover
  contribution  from  other   retirement  plans  may  result   in
  unfavorable  tax consequences.   You  should  consult your  tax
  adviser.

  VALUE OF THE ACCUMULATION ACCOUNT AND UNIT VALUE 

          The total value of your Contract, known as the Value of
  the  Accumulation  Account,  equals  your   value  in  all  the
  Subaccounts plus your value  in the Fixed Account.   Generally,
  if the  net asset value  of a Fund  increases or decreases,  so
  does  the   value  in  the   corresponding  Subaccount.     The
  Accumulation Account  reflects the total  of all increases  and
  decreases in  the Subaccounts  in which  you have an  interest.
  Your  value   in  any   given  Subaccount   is  determined   by
  multiplying the Unit  Value for the Subaccount by the number of
  Units you own.


   <PAGE>                              22
<PAGE>

          If  you allocate  amounts to  a Subaccount,  Aetna will
  purchase  shares of  the corresponding  Fund on  behalf of  the
  Subaccount and  hold those shares  in the Subaccount.   We will
  credit your Accumulation Account with  Units of the Subaccount.
  The number of Units will  be determined by dividing  the amount
  allocated  to  the   Subaccount  by  the  Unit  Value   of  the
  Subaccount for  the Valuation  Period during  which the  amount
  was allocated.

          The Unit Value  in each Subaccount was initially set at
  $10.  Thereafter,  the Unit Value  for each  Subaccount at  the
  end of  any Valuation  Period is calculated  by multiplying the
  Unit Value at the end of the prior Valuation Period by the  net
  investment  factor  of  the Subaccount  for  the  then  current
  Valuation Period.

  The  net  investment   factor  for  each  Subaccount   for  any
  Valuation Period is equal to (A / B) - C,

  where

  A is the net result of:

          (1)              the net  asset value per share  of the
                           Fund  shares  held in  the Subaccount,
                           determined at  the end of  the current
                           Valuation Period; plus

          (2)              the per  share amount of  any dividend
                           and capital  gains distributions  made
                           by the  Fund if the "ex-dividend" date
                           occurs  during the  current  Valuation
                           Period; plus or minus

          (3)              a  charge  or  credit,   if  any,  for
                           taxes.

  B is the net result of:

          (1)              the net  asset value per share  of the
                           Fund  shares  held  in the  Subaccount
                           determined  as  of  the  end  of   the
                           immediately    preceding     Valuation
                           Period; plus or minus

          (2)              a  charge   or  credit,  if  any,  for
                           taxes.

  C represents a daily  deduction for  the Mortality and  Expense
  Risk Charge  and the  Administration Fee  of .0037%.   This  is


   <PAGE>                              23
<PAGE>

  equal to an  annual rate of 1.35%  of the daily asset  value of
  the Subaccount.  This percentage represents  a 1.25% charge for
  the mortality and expense risk  assumed, and a .10%  charge for
  the Administration  Fee.  The  daily deduction can  result in a
  decrease of the Unit  Value even if the Fund's net  asset value
  per share increases.  See CHARGES AND DEDUCTIONS.

  The net  investment factor  may be  greater or  less than  one.
  Therefore,  the Unit  Value for  a  Subaccount may  increase or
  decrease  from  one  Valuation Period  to  the  next  Valuation
  Period.

  ALLOCATION CHANGES

          You  may   change  the  allocation  of  additional  Net
  Purchase Payments among the Subaccounts  and the Fixed Account.
  There is  no limit  to the number  of changes  you may make  to
  your allocations.   Allocations must be in whole percentages of
  not  less  than 10%.    The sum  of  the amounts  which  may be
  allocated to  the Fixed Account  over the life  of the Contract
  is limited to $250,000.  See APPENDIX A -- THE FIXED ACCOUNT.

  TRANSFERS

          Prior  to  the Annuity  Date,  you  may make  unlimited
  Transfers among the Subaccounts and  into and out of  the Fixed
  Account subject to certain rules.  See  APPENDIX A -- THE FIXED
  ACCOUNT.  There  are presently no  fees for  Transfers nor  are
  any taxes due.   However, we reserve the right to  charge a fee
  for Transfers  in excess of  12 per  Contract Year or  to limit
  the number of Transfers to 12 per Contract Year.

          Transfers may  be made  by written request.   Transfers
  may also  be made by  telephone, providing telephone  transfers
  have   been  specifically   authorized.     To  make  telephone
  Transfers, call  1-800-531-4547.  Telephone  Transfers into  or
  out of the  Fixed Account are not permitted.  Transfer requests
  must be  received at our Home  Office prior to 4:00  pm Eastern
  Time in order to be processed  on the same Valuation Date.   We
  reserve  the right  to  reject  telephone or  written  requests
  submitted in  bulk on behalf  of ten  or more Contracts  and to
  otherwise limit, deny or terminate telephone transfers.

          The minimum amount which may be transferred at  any one
  time is  the  lesser of  $500 or  your  interest in  the  Fixed
  Account  or the  Subaccount from  which the  Transfer  is made.
  Under our Dollar  Cost Averaging program, however,  the minimum
  amount   for  Transfers  is  $50   per  Subaccount.    See  THE
  CONTRACT  -- DOLLAR  COST  AVERAGING.   The  sum of  the amount
  which can be  allocated to the Fixed  Account over the life  of


   <PAGE>                              24
<PAGE>

  the Contract  is limited  to $250,000.   See APPENDIX A  -- THE
  FIXED ACCOUNT.

  DOLLAR COST AVERAGING

          Our  Dollar  Cost  Averaging  program,  allows  you  to
  regularly transfer  amounts from the  Money Fund Subaccount  to
  one or  more other Subaccounts.   This results  in the purchase
  of more Units when the Unit  Value is low and fewer Units  when
  the  Unit Value  is  high.   Therefore,  the purchase  of Units
  under Dollar Cost  Averaging in a rising or falling market will
  result in  your  average cost  per  Unit  being less  than  the
  average price per Unit.

          For example, assume  that you request $60  per month be
  transferred from the Money  Fund Subaccount to the Growth  Fund
  Subaccount.   The  following table  illustrates  the effect  of
  Dollar Cost Averaging over a four-month period.

  <TABLE>
  <CAPTION>

          <S>        <C>         <C>          <C>

                     Transfer    Unit Value   Units
          Month      Amount      ("Price")
                     Purchased
          1          $60         $2           30
          2           60          3           20
          3           60          4           15
          4           60          5           12
  </TABLE>

  The  average price per  Unit for these purchases  is the sum of
  the prices  divided by the  number of monthly  Transfers ($14 /
  4), which  equals $3.50.  The average  cost per  Unit that  you
  would  pay for these purchases is  the total amount transferred
  divided by the  total number of  Units purchased  ($240 /  77),
  which equals $3.12.   The table  is illustrative  only and  not
  representative of past or future results.

          Under  our  Dollar  Cost  Averaging   program  we  will
  automatically transfer  an amount you  specify from your  value
  of the  Money  Fund  Subaccount  into other  Subaccounts  on  a
  monthly basis.  Each Transfer to a Subaccount must  be at least
  $50.00.   At the  time you  elect to participate  in the Dollar
  Cost  Averaging   program,  the  value   of  your  Money   Fund
  Subaccount must  be  equal to  at least  12 monthly  Transfers.
  Transfers to  the Fixed  Account  are not  permitted under  the
  Dollar Cost Averaging program.


   <PAGE>                              25
<PAGE>

          After  we process  your  request we  will Transfer  the
  amount from  your value  of the  Money Fund  Subaccount to  the
  Subaccount or  Subaccounts you  select on the  fifteenth day of
  each calendar  month or  if the  fifteenth is  not a  Valuation
  Date, the  next Valuation Date.   There is  no charge for  this
  program.  You may discontinue the  monthly Transfers by sending
  a written request to us.

          There is  no guarantee  that the Dollar  Cost Averaging
  program will  result in  Contract values that  equal or  exceed
  any Payments made or any other advantage or benefit.

  QUESTIONS

          Owner inquiries  about the  Contract or any  procedures
  should be addressed to:

                     Aetna Life Insurance and Annuity Company
                     Strategic Markets and Products
                     151 Farmington Avenue
                     Hartford, Connecticut  06156
                     1-800-531-4547

          All communications must include the Contract number and
  the names of the Owner and the Annuitant.


                       CHARGES AND DEDUCTIONS

  SURRENDER CHARGES

          We do  not deduct sales charges  from Purchase Payments
  at the time  of investment.   However, a  Surrender Charge,  as
  described  below, may  be  assessed  against Withdrawals  or  a
  Surrender.    The  Surrender  Charge  covers  certain  expenses
  incurred  relating  to  the  sale  of  the  Contract  including
  commissions  to  registered  representatives  and   promotional
  expenses.

          Surrender Charges  are based  upon the number  of years
  between the date  Purchase Payments are deemed received and the
  date they are Withdrawn or Surrendered:

          (a)        Purchase Payments made prior  to October __,
                     1995 (the  day Aetna  assumed the  Contract)
                     are  deemed to  have  been received  on  the
                     date  of receipt  of  your initial  Purchase
                     Payment.




   <PAGE>                              26
<PAGE>

          (b)        Purchase  Payments  received  by   us  after
                     October __, 1995 are deemed received  on the
                     date  we  actually   receive  the   Purchase
                     Payment.

          The Surrender Charge  is a percentage of  the amount of
  each Purchase Payment withdrawn or surrendered and equals:













































   <PAGE>                              27
<PAGE>

          Years Since Purchase
          Payment Deemed Received                              
  Charge

                     1           6%
                     2           6%
                     3           5%
                     4           4%
                     5           3%
          Thereafter             0%

  No Surrender Charge is imposed against:

          (a)        That portion of  a Surrender which does  not
                     exceed  10%   of   current  Value   of   the
                     Accumulation Account,  providing that  there
                     has  been no  prior Withdrawal  in the  same
                     Contract Year. 

          (b)        That portion of  your first Withdrawal  in a
                     Contract Year which  does not exceed 10%  of
                     the  current  Value   of  the   Accumulation
                     Account.

          (c)        Any  portion  of  the  Accumulation  Account
                     which is  applied under the  Partial Annuity
                     Benefit.   See  ANNUITY BENEFIT  --  PARTIAL
                     ANNUITY BENEFIT.

          (d)        Withdrawals   made  under   our   Systematic
                     Withdrawal  Program.     See   DISTRIBUTIONS
                     UNDER    THE    CONTRACT    --    SYSTEMATIC
                     WITHDRAWAL.

          (e)        The Value  of the Accumulation  Account upon
                     Annuitization.

          (f)        Any  amounts  withdrawn  or  surrendered  in
                     excess of Purchase Payments.

          (g)        Any distribution made  as the result  of the
                     death of the Owner.

          Purchase  Payments will  be deemed  to be  withdrawn or
  surrendered  in the order in  which they  were deemed received.
  All  Withdrawals and  Surrenders will  be  deducted first  from
  Purchase Payments and  then from amounts in excess  of Purchase
  Payments.




   <PAGE>                              28
<PAGE>

          In the case  of a Withdrawal,  the Surrender Charge  is
  deducted  from  the  Accumulation  Account  as  an   additional
  withdrawal.   In the event  that your request  for a Withdrawal
  specifies the Subaccounts  and/or the Fixed Account  from which
  the Withdrawal  is to  be made,  the Surrender  Charge will  be
  deducted  equally   from  such  Subaccounts  and/or  the  Fixed
  Account.   Otherwise,  the Surrender  Charge  will be  deducted
  proportionally based on  your value in each Subaccount.  If you
  Surrender your Contract, the Surrender  Charge is deducted from
  the total amount to be paid to you.

  MORTALITY AND EXPENSE RISK CHARGE

          Aetna deducts a Mortality  and Expense Risk Charge from
  your value in  each Subaccount equal  to, on  an annual  basis,
  1.25% of  the daily asset  value.  The  mortality risks assumed
  by the Company  arise from  its contractual obligations  (i) to
  make annuity  payments after the  Annuity Date for  the life of
  the Annuitant(s), and  (ii) to provide the  death benefit  that
  may be higher  than the value of the Accumulation Account.  The
  expense risk  assumed  by the  Company  is  that the  costs  of
  administering the  Contracts  and  the  Separate  Account  will
  exceed the amount recovered from  the Administrative Fee.   The
  Mortality and Expense Risk Charge  may also generate additional
  funds  relating  to  the cost  of  distributing  the  Contracts
  because  we  do  not  believe  the  Surrender  Charge  will  be
  sufficient.   See CHARGES AND  DEDUCTIONS -- SURRENDER  CHARGE.
  This  charge  is  guaranteed  by  the  Company  and  cannot  be
  increased. 

  ADMINISTRATION FEE

          A  daily charge  is deducted  from your  value in  each
  Subaccount equal  to, on  an annual  basis, .10%  of the  daily
  asset  value.  This  fee is  intended only to  reimburse us for
  administrative  expenses.   We  do  not  expect  to recover  an
  amount  in  excess  of our  accumulated  expenses  through  the
  deduction of the Administration Fee.   We reserve the  right to
  change this fee in the future.













   <PAGE>                              29
<PAGE>

  ANNUAL CONTRACT FEE

          On each  Contract anniversary on or  before the Annuity
  Date we  will  deduct a  $30.00  Annual  Contract Fee  for  the
  previous Contract  Year from  your Accumulation  Account.   The
  fee  is  intended  to  partially  reimburse  us  for  costs  of
  maintaining the Contracts,  the Separate Account and  the Fixed
  Account.   If  the  Contract is  surrendered or  annuitized, we
  will deduct  the Annual Contract  Fee at the  time of Surrender
  or Annuitization for the  current Contract Year.  The deduction
  will be  made pro rata from  your value in each  Subaccount and
  the Fixed Account.  The Annual Contract Fee is  not expected to
  result  in a profit  to Aetna.   We guarantee  that this charge
  will not be increased.

  STATE TAXES

          State Taxes are taxes imposed by certain jurisdictions:
  (i)  at  the time  Purchase  Payments are  received;  (ii) from
  values applied to an Annuity Option;  or (iii) from Withdrawals
  or Surrenders.   We will  deduct State Taxes  when we determine
  the tax is due.

          These taxes currently range from 0 to 3.5%.  The amount
  of any  such tax will depend on, among other things, your state
  of residence,  and the status  of Aetna and  the insurance laws
  of that state.   These taxes are subject to change and your tax
  advisor should be consulted for current information.

  OTHER TAXES

          We do not expect  to incur any Federal or  state income
  tax  liability attributable  to  investment income  or  capital
  gains  retained as  part of  the reserves  under the Contracts.
  Based  upon  these  expectations,  no   charge  is  being  made
  currently to the Separate  Account for Federal or  state income
  taxes which may be attributable to the Separate Account.

          We  will periodically review  the need for  a charge to
  the Separate Account for Federal  or state income taxes.   Such
  a charge may be  made in future years for any  Federal or state
  income  taxes  incurred by  us  with  respect to  the  Separate
  Account or  for the economic effect of any  such taxes.  In the
  event that  we  should  incur  Federal or  state  income  taxes
  attributable to investment income or  capital gains retained as
  part  of the  reserves  under  the Contract,  the  Accumulation
  Account of the  Contract would be correspondingly  adjusted for
  any provision or charge for such taxes.




   <PAGE>                              30
<PAGE>

          Under present laws,  we incur state and local taxes (in
  addition  to  the  State Taxes  described  above),  in  several
  states.  At present, we do  not charge for these.  Charges  for
  such taxes may be made in the future.

  FUND EXPENSES

          The value  of the assets  in the Separate  Account will
  reflect  the  value  of the  Funds  as  well  as  the fees  and
  expenses of each  Fund.  A complete description of the expenses
  and  deductions for  each  Fund is  found  in the  accompanying
  Oppenheimer Variable Account Funds prospectus.


                  DISTRIBUTIONS UNDER THE CONTRACT

  WITHDRAWALS

          Prior to the Annuity Date, you may request a Withdrawal
  from any  portion or all  of your Accumulation Account  subject
  to any  Surrender Charges  or any  required tax  withholding or
  penalty.   See  CHARGES AND  DEDUCTIONS  -- SURRENDER  CHARGES;
  FEDERAL TAX MATTERS.

          Withdrawals  must be  made  by written  request.   Your
  Withdrawal request may specify the amount of the withdrawal  or
  surrender to  be  deducted from  each  Subaccount or  from  the
  Fixed Account; otherwise we will  withdraw the amount requested
  pro  rata from  your  value in  each  Subaccount and  the Fixed
  Account.   The minimum  amount which  can be  withdrawn is  the
  lesser of  $500 or your  value in the  Subaccounts specified or
  the Fixed Account.  The  maximum amount which may  be withdrawn
  from  the Fixed  Account is  limited.   See APPENDIX  A --  THE
  FIXED ACCOUNT.

          Except  for New York residents, we reserve the right to
  consider  any Withdrawal  that would  reduce the  Value  of the
  Accumulation Account  to less than  $2,000 to be  a request for
  Surrender.  In this event, the Surrender Value  will be paid to
  you and the  Contract will terminate.   See DISTRIBUTIONS UNDER
  THE CONTRACT -- SURRENDER VALUE.

  SYSTEMATIC WITHDRAWAL

          To  the extent  permitted by  your  plan and  the Code,
  under  the  Systematic   Withdrawal  program,   you  may   make
  regularly   scheduled   Withdrawals   from  your   Accumulation
  Account.   See  FEDERAL  TAX MATTERS.    To elect  a Systematic
  Withdrawal, your value  of your Accumulation Account  must have
  been at least $12,000.   You may not elect this  program if you


   <PAGE>                              31
<PAGE>

  have taken a  prior Withdrawal during the  same Contract  Year.
  The  program  allows you  to  prearrange  the Withdrawal  of  a
  specified dollar amount of at  least $100 per Withdrawal,  on a
  monthly, quarterly or  semi-annual payment basis.   The maximum
  amount that may be  withdrawn each Contract Year is 10%  of the
  Value of the  Accumulation Account as of the previous year end.
  Surrender Charges  are not  imposed on  Withdrawals under  this
  program.   See  CHARGES AND  DEDUCTIONS  -- SURRENDER  CHARGES.
  While you  are receiving  Systematic Withdrawals,  you may  not
  elect  to make  additional  Purchase  Payments under  our  bank
  draft  investing  program  or  to   allocated  amounts  to  the
  Subaccounts  under our Dollar Cost  Averaging Program.  See THE
  CONTRACT  -- PURCHASE  PAYMENTS  AND  ALLOCATING YOUR  PURCHASE
  PAYMENTS; -- DOLLAR COST AVERAGING.

          Systematic   Withdrawals  will   begin  on   the  first
  scheduled Withdrawal  date selected by  you following the  date
  we  process  your  request.    You  should  receive  Withdrawal
  payments  by the  fifteenth  (15th)  of the  applicable  month.
  Withdrawals will be deducted pro  rata from your value  in each
  Subaccount and the Fixed Account.

          You   may  modify   or   discontinue  your   Systematic
  Withdrawal program at  any time by sending a written request to
  us.   We  reserve  the  right  to  discontinue  or  modify  the
  Systematic Withdrawal  program by providing  you with 30  days'
  prior written  notice.  Such  discontinuation would not  affect
  any  Systematic  Withdrawal  program  you  currently   have  in
  effect.   We also reserve the right  to assess a processing fee
  for the program although we do not currently do so.

  All parties  to the Contract  are cautioned that  the rights of
  any  person  to implement  the  Systematic  Withdrawal  program
  under  Qualified  Contracts may  be  subject to  the  terms and
  conditions of the  applicable provisions of the Code and of the
  retirement  plan,   if  any,  regardless   of  the  terms   and
  conditions of the Qualified Contract.

  SURRENDER

          Prior  to  the  Annuity  Date, you  may  Surrender  the
  Contract  for the  Surrender  Value  subject to  any  Surrender
  Charges  or required  tax withholding or  penalty.  See CHARGES
  AND DEDUCTIONS -- SURRENDER CHARGES AND FEDERAL TAX MATTERS  --
  OTHER  TAX CONSIDERATIONS.  You  must submit  a written request
  for Surrender and  return the Contract  to us.   The  Surrender
  Value  will be  based on  the Unit  Values  at the  end of  the
  Valuation  Period  during   which  the  Surrender   request  is
  received.



   <PAGE>                              32
<PAGE>

          You  may  receive the  Surrender  Value as  a  lump sum
  payment or  apply it  under one  of the  Annuity Options.   See
  ANNUITY  BENEFIT -- ANNUITY OPTIONS.   No Surrender Charge will
  be  imposed on any  amount being  surrendered which  is applied
  under an  Annuity  Option.    See  CHARGES  AND  DEDUCTIONS  --
  SURRENDER CHARGES.

          Surrender Value

          The Surrender  Value of  your Contract varies  each day
  depending  on the  investment results  of  the Subaccounts  you
  have selected.    We cannot  guarantee  any minimum  amount  of
  Surrender  Value except for  any amount  you have  allocated to
  the Fixed Account.

          The  Surrender  Value is  equal  to the  value  of your
  Accumulation Account  minus Surrender Charges and  State Taxes,
  if any,  and the Annual  Contract Fee for  the current Contract
  Year.  See CHARGES AND DEDUCTIONS.

  DEATH PROCEEDS

          Death  proceeds are  paid  to your  Beneficiary in  the
  event any  amounts remain in  your Accumulation Account at  the
  time of  your  death because  you  have  not applied  all  your
  Accumulation Account to one or more Annuity Options.  

          If  you die  prior to  age 85,  the death  proceeds are
  equal to  the  greatest  of:  (i)  the  sum  of  your  Purchase
  Payments  less prior Withdrawals,  applicable Surrender Charges
  on  prior  Withdrawals,  and  values  applied  to  the  Partial
  Annuity Benefit;  (ii) the Value  of the Accumulation  Account;
  or (iii) the last established  adjusted death benefit described
  below,  plus   Purchase   Payments,   and   less   Withdrawals,
  applicable Surrender Charges on Withdrawals and  values applied
  to  the  Partial  Annuity  Benefit  occurring  since  the  last
  adjusted death  benefit was  established.   The adjusted  death
  benefit will be established every five  years starting with the
  fifth Contract  anniversary  and will  equal the  Value of  the
  Accumulation Account on that Contract anniversary.

          If you die on or  after age 85, the death  proceeds are
  equal to the Value of the Accumulation Account.  

          If you commit suicide within two years from the date of
  issue and prior  to the Annuity  Date, the  death proceeds  are
  equal to the Value of the Accumulation Account.

          The death  proceeds are  calculated on the  earlier of:
  (i) the  date we  receive proof  of death  and the  Beneficiary


   <PAGE>                              33
<PAGE>

  makes  an  election  as to  an  Annuity  Option or  a  lump sum
  payment; or (ii)  60 days after our receipt  of proof of death.
  See DISTRIBUTIONS UNDER THE CONTRACT -- PAYMENT.

          The Beneficiary may elect to receive the death proceeds
  under  any  Annuity Option  or  as  a lump  sum  payment.   See
  ANNUITY  BENEFIT --  ANNUITY OPTIONS.   If the Beneficiary does
  not elect  an Annuity Option  or a  lump sum payment  within 60
  days after  we have received  proof of death,  proceeds will be
  paid  in  a  series of  Income  Payments, for  as  long  as the
  Beneficiary is living, with payments  guaranteed for ten years.
  However, if  the life expectancy  of the Beneficiary  as of the
  date of your  death is less than ten  years, the death proceeds
  will be paid in a series of Income Payments  for as long as the
  Beneficiary  is  living,  with  payments  guaranteed  for  five
  years.

          If the  Contract is  a Non-Qualified Contract  and your
  spouse is  the Beneficiary,  your spouse can  elect to  receive
  either  the death  proceeds or  assume  Contract ownership  and
  continue the  Contract as if you had not  died. See FEDERAL TAX
  MATTERS.


  PAYMENT

          Payment of any Withdrawal, Surrender, or lump sum death
  proceeds from  the Separate Account  will usually occur  within
  seven days  from the date  we receive a request  in good order.
  We may be permitted  to defer such payment if: (i) the New York
  Stock  Exchange  is closed  for  other than  usual  weekends or
  holidays, or trading  on the Exchange is  otherwise restricted;
  (ii)  an emergency  exists as  defined by  the SEC  or the  SEC
  requires that trading be  restricted; or (iii) the SEC  permits
  a delay for protection of Owners.

          We  may defer  payment of  any Withdrawal  or Surrender
  from the Fixed  Account for up to  six months from the  date we
  receive your written request.

          Because you assume the  investment risk with respect to
  amounts allocated to  the Separate Account and  because certain
  Surrenders  are subject  to  the  Surrender Charge,  the  total
  amount paid upon Surrender of the Contract  may be more or less
  than the total Purchase Payments made.







   <PAGE>                              34
<PAGE>


                          ANNUITY BENEFIT

  ANNUITIZATION

          Annuitization allows you  to apply some or  all of your
  Accumulation Account to an  Annuity Option that will provide  a
  series of  fixed Income Payments.   The date  an Annuity Option
  becomes effective is  the Annuity Date for that option.  If you
  elect a partial  annuity you will  have more  than one  Annuity
  Date.

  PARTIAL ANNUITY BENEFIT

          After  the  first  Contract  Year you  may  withdraw  a
  portion  of  your  Accumulation  Account,  free  of   Surrender
  Charge, to purchase  a single premium immediate  annuity issued
  by us or one  of our affiliates.  The value  is withdrawn as of
  the  Annuity Date.  The remaining  portion of your Accumulation
  Account continues  to accumulate in  the Fixed Account and  the
  Subaccounts you  have selected.   The  Partial Annuity  Benefit
  cannot be elected by residents of New York.

          The Partial Annuity Benefit  must be elected in writing
  and  the  minimum amount  which may  be annuitized  is $10,000.
  You may  not  elect the  Partial  Annuity  Benefit if  it  will
  reduce  the value  of your  Accumulation  Account to  less than
  $2,000, or  if the  annual Income  Payment would  be less  than
  $100.   Unless  you  specify otherwise,  we  will withdraw  the
  annuitized  amount  pro  rata  from your  Accumulation  Account
  Value in  each Subaccount and  the Fixed Account.   The maximum
  amount  that  may  be withdrawn  from  the  Fixed  Account each
  calendar  year  to  apply  to  a  Partial  Annuity  Benefit  is
  limited.  See APPENDIX A -- THE FIXED ACCOUNT.

  ANNUITY DATE

          Unless  elected otherwise,  the  Annuity  Date for  any
  amounts not  previously  annuitized will  be the  later of  the
  10th Contract  anniversary or the Contract  anniversary nearest
  the 65th  birthday  of the  Annuitant.    All amounts  must  be
  annuitized  by  the  Contract  anniversary  nearest   the  85th
  birthday of the Annuitant.

          You may change  the Annuity Date by written  request at
  least 30 days before  both the previously selected Annuity Date
  and the  new  Annuity Date.    Without  our approval,  the  new
  Annuity  Date  cannot  be  earlier   than  the  tenth  Contract
  anniversary if the Annuitant's  age is 75 years or less  on the
  Contract Date  or later than  the Contract anniversary  nearest


   <PAGE>                              35
<PAGE>

  the  Annuitant's 85th  birthday.   In  addition, for  Qualified
  Contracts, certain  provisions of  your retirement  plan and/or
  the Code may further restrict  your choice of an  Annuity Date.
  See FEDERAL TAX MATTERS.

  ANNUITY OPTIONS

          The Annuity Value  will be paid in the  form of a fixed
  annuity  according to the Annuity  Option you  choose.  Federal
  income  tax  laws  may restrict  the  availability  of  certain
  Annuity Options for  certain Qualified Contracts.   See FEDERAL
  TAX MATTERS.   Upon commencement of Income Payments you are not
  permitted to change your Annuity Option.

          In  the  event that  you  have  not chosen  an  Annuity
  Option,  we will  make Income Payments  to the Annuitant during
  the lifetime of the Annuitant with payments guaranteed for  ten
  years.

          Option  1.   Annuity  Certain  --  We will  make  equal
  payments to  the Annuitant  for a guaranteed  term which cannot
  be  less  than five  years  nor more  than  30 years.    If the
  Annuitant dies before  the end of the guaranteed term, payments
  will continue  to be made  to the Beneficiary  for the duration
  of the guaranteed term.

          Option 2.   Life Only or  Life with Term Certain  -- We
  will  make equal payments to the  Annuitant during the lifetime
  of  the  Annuitant.   An  election  may  be  made to  guarantee
  payments for a term of  10 or 20 years.  If the  Annuitant dies
  before the end  of any guaranteed term,  payments will continue
  to  the Beneficiary  for  the duration  of  that term.    If no
  guaranteed term is  selected, payments will be made  only while
  the Annuitant is living.   Therefore, it is possible  that only
  one  payment will  be  made if  the  Annuitant dies  before the
  second payment.

          Option 3.  Joint  and Survivor Annuity -- We  will make
  payments to  the Annuitant  or joint Annuitant  while either of
  them is living.   A joint Annuitant  must be named at  the time
  this option is chosen.   The age and sex of  both the Annuitant
  and joint Annuitant  will be used  to determine  payments.   If
  one Annuitant  dies, payments  will continue  to the  surviving
  Annuitant.    Payments  will  cease  upon  the  death  of   the
  Annuitant last to  die.  Therefore,  it is  possible that  only
  one payment  will be  made if  both Annuitants  die before  the
  second payment.

          In addition to these options, you may choose any  other
  Annuity Option agreed upon by us.


   <PAGE>                              36
<PAGE>

  INCOME PAYMENTS

          Income Payments  will be based upon  the Annuity Option
  selected, the age  and sex of an Annuitant when payments begin,
  the frequency  of payments  and any  scheduled  changes in  the
  amount of Income Payments.

          At  the time  an Annuity  Option becomes  effective, we
  will require proof of  the age and sex of the Annuitant and any
  joint Annuitant.  The age  used to calculate payments  under an
  Annuity  Option  will   be  the  Annuitant's  age  as   of  the
  Annuitant's nearest  birthday on  the Annuity Date.   From time
  to  time,  we  may   require  proof   that  the  Annuitant   or
  Beneficiary  is living  when  payment  is contingent  upon  the
  survival of such person.

          At the time the Annuity Option commences, payments will
  be calculated  on a fixed  basis using the greater  of: (i) the
  rates guaranteed in the  Contract; or (ii) more favorable rates
  which we then offer to this class of Contracts.

          You may elect payments  to be made to the  Annuitant on
  an annual,  semi-annual, quarterly  or monthly  basis, provided
  each  payment  is  at  least  $100.    If  the  value  of  your
  Accumulation Account is  less than $2,000 or your payment on an
  annual  basis is less than $100, we  will pay the Annuity Value
  as a single sum.  Such  payment will be in full settlement  and
  will terminate this Contract.


                        FEDERAL TAX MATTERS

  INTRODUCTION

          THE FOLLOWING DISCUSSION IS GENERAL AND IS NOT INTENDED
  AS TAX ADVICE.   This summary does  not address all of  the tax
  consequences of  ownership of  a Contract  or of  distributions
  under  a Contract.    You should  consult  your tax  adviser in
  order to  understand the tax  consequences of any  transaction.
  This summary is based  upon our  understanding of the  existing
  federal income  tax laws as they  are currently  interpreted by
  the Internal Revenue  Service.  No representation is made as to
  the  likelihood of  the continuation  of  the existing  federal
  income  tax laws  or  of their  current  interpretation by  the
  Internal Revenue  Service.  Additionally,  no attempt has  been
  made to consider any applicable state or other laws.  

          This  summary assumes that Qualified Contracts are used
  to  provide benefits  to individual  participants under certain
  retirement plans which  qualify for special federal  income tax


   <PAGE>                              37
<PAGE>

  treatment under  sections 219,  401, 403  or 408  of the  Code.
  The ultimate  effects of federal  income taxes on  the Value of
  the  Accumulation  Account,  on Income  Payments,  and  on  the
  economic  benefits  provided  to you,  the  Annuitant,  or  the
  Beneficiary  under   the  Contract  depend   on  the  type   of
  retirement plan  under which  a Contract  is purchased, on  the
  tax and employment status  of the individual concerned, and  on
  our tax status.
    
  AETNA'S TAX STATUS

          Aetna is taxed as a life insurance company under Part 1
  of Subchapter L  of the Code.  Because  the Separate Account is
  not a  separate  entity, and  its  operations  form a  part  of
  Aetna's  business,  the  Separate Account  will  not  be  taxed
  separately.  

          Investment income and net capital gains realized on the
  sale  or exchange of the assets of the Separate Account will be
  reinvested  and taken  into  account  in determining  the  Unit
  Value.  Under existing federal income tax laws,  the investment
  income and net capital gains  of the Separate Account  will not
  be  taxed to the  extent that these items  are retained as part
  of the reserves under the  Contract.  However, if  Aetna incurs
  any federal income taxes attributable  to the Separate Account,
  we  reserve the right to make a  charge to the Separate Account
  for the payment of such taxes.

  TAXATION OF ANNUITY CONTRACTS IN GENERAL

          Increases in the Accumulation Account

          Section 72 of the Code  governs the taxation of annuity
  contracts.   An Owner who is  a natural person generally is not
  taxed on increases in the Accumulation Account until some  form
  of distribution occurs.   The assignment, pledge,  or agreement
  to assign or  pledge any portion of  the Accumulation  Account,
  or the  application of a  portion of your Accumulation  Account
  to the Partial  Annuity Benefit, generally will be treated as a
  distribution  to  you.     The  taxable   portion  of  such   a
  distribution is taxed as ordinary income.

          If an Owner  is not  a natural person,  then the  Owner
  generally  must include  in  gross income  any increase  in the
  excess  of  the  value   of  the  Contract  over   the  Owner's
  "investment in the Contract"  during the taxable year.  Certain
  exceptions to this  rule may apply and should be discussed with
  your tax advisor.




   <PAGE>                              38
<PAGE>

          Distributions Received Prior to the Annuity Date

          Amounts received before the  Annuity Date pursuant to a
  Withdrawal  or   Surrender  under   a  Non-Qualified   Contract
  generally are treated  as taxable income to the extent that the
  value  of   the  Contract  immediately  before  the  Withdrawal
  exceeds the "investment  in the Contract"  at that  time.   Any
  additional amount withdrawn is  not taxable.  In the  case of a
  Withdrawal or  Surrender under a  Qualified Contract a  portion
  of the amount  received is taxable  based on the  ratio of  the
  "investment in  the Contract"  to the  individual's balance  in
  the  retirement  plan,  which  is generally  the  value  of the
  Contract.
    
          The "investment in the  Contract" generally equals  the
  total amount of any  Purchase Payments made by or on  behalf of
  an individual under  a Contract that were not excluded from the
  gross income of the  individual.  For Qualified  Contracts, the
  "investment in the Contract" will often be zero.

          Income Payments

          In general, there  is no  tax on that  portion of  each
  Income  Payment  which  represents  the  same  ratio  that  the
  "investment in the Contract" bears to the  total expected value
  of the  Income Payments for  the term of  the payments.   After
  the "investment  in the Contract" is recovered, the full amount
  of additional Income Payments, if any, is taxable.

          Death Proceeds

          Death proceeds  which are distributed in a lump sum are
  taxed in the same  manner as the proceeds of a Surrender of the
  Contract.  Death  proceeds distributed under an  annuity option
  are taxed in the same manner as Income Payments.

          In order for  a Non-Qualified Contract to be treated as
  an annuity  contract for federal  income tax purposes,  section
  72(s) of  the Code  generally requires the  Contract to provide
  that (a) if the  Owner dies  on or after  the Annuity Date  but
  prior  to the time the entire interest in the Contract has been
  distributed,  the  remaining interest  must  be distributed  at
  least  as  rapidly as  under the  method of  distribution being
  used  as of the date of the death of the Owner;  and (b) if the
  Owner dies prior to the  Annuity Date, the death  proceeds must
  be distributed  within five years  after the date  of the death
  of the Owner.   These rules  do not  apply, however, where  the
  surviving spouse  of the  Owner is  the designated  beneficiary
  under the Contract,  and thus is treated under section 72(s) of
  the  Code  as a  successor Owner  of  the Contract.    The Non-


   <PAGE>                              39
<PAGE>

  Qualified   Contracts   are  intended   to   comply   with  the
  requirements  of  section  72(s),  and   will  be  modified  if
  necessary to ensure compliance with  any future interpretations
  of section 72(s).

  QUALIFIED CONTRACTS

          The Qualified Contract is designed for use with several
  types of  retirement plans.  Special favorable tax treatment is
  available  for  Qualified Contracts,  although  the  tax  rules
  applicable  to such  Contracts vary  according to  the type  of
  plan and  the terms  and conditions of  the plan.   Adverse tax
  consequences may result  from:  (i) contributions  to Qualified
  Contracts in  excess of specified  limits;  (ii)  distributions
  from  Qualified  Contracts prior  to  age  59 1/2  (subject  to
  certain exceptions);  (iii) failure  to make distributions from
  Qualified   Contracts  that   conform   to  specified   minimum
  distribution    rules;   (iv)   the    receipt   of   aggregate
  distributions from  Qualified Contracts in  excess of a  speci-
  fied annual amount;  and (v) other circumstances.  

          Aetna  makes no  attempt to  provide more  than general
  information  about  plans  which  qualify for  special  federal
  income tax  treatment under the  Code. Owners and  participants
  under   retirement   plans,   as   well   as   Annuitants   and
  Beneficiaries, are  cautioned that the rights  of any person to
  any  benefits under Qualified Contracts  may be  subject to the
  terms  and  conditions  of  the  retirement  plans  themselves,
  regardless  of  the  terms  and  conditions  of  the  Qualified
  Contract  issued in connection with  such plans.  Purchasers of
  Qualified Contracts  for use  with any  retirement plan  should
  consult  their legal  counsel  and  tax adviser  regarding  the
  suitability of a Qualified Contract for their retirement plan.

                     (a)  Section 403(b)  Plans.   Under  section
          403(b)  of the  Code,  payments made  by public  school
          systems   and   certain  tax-exempt   organizations  to
          purchase  annuity  contracts  for their  employees  are
          excludable  from  the  gross  income  of  the employee,
          subject  to  certain   limitations.    However,   these
          payments may  be  subject  to  FICA  (Social  Security)
          taxes.

                     (b)    Individual   Retirement    Annuities.
          Sections  219 and 408 of the Code permit individuals or
          their   employers  to   contribute  to   an  individual
          retirement  program known  as an  Individual Retirement
          Annuity  or "IRA".  Individual Retirement Annuities are
          subject to complex limitations on the amounts which may
          be  contributed  and deducted  and  on  the times  when


   <PAGE>                              40
<PAGE>

          distributions may commence.  In addition, distributions
          from  certain other  types of  retirement plans  may be
          rolled over into an  Individual Retirement Annuity on a
          tax-deferred basis.

                     (c)  Corporate  Pension  and  Profit-Sharing
          Plans  and H.R 10 Plans.  Sections 401(a) and 403(a) of
          the Code permit employers to establish various types of
          retirement  plans  for  employees,  and   permit  self-
          employed  individuals to establish retirement plans for
          themselves  and  their   employees  which  qualify  for
          special federal income tax treatment.  These retirement
          plans  may  permit   the  purchase  of   the  Qualified
          Contracts to provide benefits under the plans.

  OTHER TAX CONSIDERATIONS

          Penalty Tax on Certain Distributions

          In the  case of  any taxable  distribution from  a Non-
  Qualified Contract, there may be  a penalty tax equal to 10% of
  the taxable amount  of the distribution.   In general, however,
  this penalty tax does not apply to distributions:   (1) made on
  or  after the date on which the Owner  attains age 59 1/2;  (2)
  made as a result of death  or disability of the Owner;  or  (3)
  received in  substantially equal  periodic payments  as a  life
  annuity.   Other tax penalties  may apply  to certain distribu-
  tions under a Qualified Contract.

          Transfers of Ownership or Benefits

          A  transfer   of  ownership  of  a   Contract,  or  the
  designation of  an Annuitant  or other  Beneficiary who is  not
  also the Owner  may result in  tax consequences  to the  Owner,
  Annuitant,  or  Beneficiary  that  are  not  discussed  herein.
  Owners contemplating  such  a  transfer  or  assignment  should
  contact their tax  advisors with respect to  the potential  tax
  effects of such transactions.

          Multiple Contracts

          Non-Qualified Contracts that  are issued  by Aetna  (or
  one of  our affiliates) to  the same Owner  during any calendar
  year may be  treated as one  annuity contract  for purposes  of
  determining the  amount includible in gross income.  Any person
  considering  the purchase  of more  than  one annuity  contract
  should consult their tax adviser.





   <PAGE>                              41
<PAGE>

          Section 1035

          Section  1035 of the Code provides that no gain or loss
  shall be recognized  on the exchange of an annuity contract for
  another.   Special  rules  and  procedures apply  to  exchanges
  subject to section 1035.   You should consult your  tax adviser
  as to how to  proceed if  you intend to  take advantage of  the
  tax benefits provided for exchanges under section 1035.

          Investor Control

          It is possible that regulations or other administrative
  guidance will be  issued concerning the extent  to which owners
  may  direct their  investments  to  particular divisions  of  a
  separate account without being treated for  tax purposes as the
  owners of the  assets in such  divisions.   Aetna reserves  the
  right to modify  the Contracts,  as necessary,  to prevent  the
  Owner  from  being  treated   as  owning  the  assets   in  the
  Subaccounts.

          Income Tax Withholding

          Distributions are generally  subject to withholding for
  the  federal income  tax liability  of the  recipient at  rates
  which vary  according to the  type of distribution  and the tax
  status of the recipient.  However, for distributions which  are
  not   "eligible   rollover   distributions"   under   Qualified
  Contracts,  the recipient  may elect  not  to have  withholding
  apply.    "Eligible  rollover  distributions"  under  Qualified
  Contracts  are   subject   to  withholding   unless  they   are
  transferred  directly  to  an  eligible  individual  retirement
  account, qualified retirement plan, or section 403(b) plan.


                    DISTRIBUTION OF THE CONTRACT

          Aetna  Life  Insurance  and  Annuity  Company   is  the
  principal  underwriter  of the  Contracts.    Aetna  Investment
  Services,  Inc.  ("AISI")  serves  as  a  distributor  for  new
  Purchase  Payments under  the  Contracts.   Other  third  party
  broker-dealers may also  serve as distributors.  Aetna and AISI
  are registered as  broker-dealers with the SEC and  are members
  of  the  National   Association  of  Securities  Dealers,  Inc.
  Although neither Aetna  nor AISI intend  to offer  or sell  any
  new Contracts,  additional Purchase  Payments will continue  to
  be  accepted under  existing  in-force  Contracts.   Aetna  may
  enter into contracts  with various broker/dealers to  assist in
  accepting additional  Purchase Payments.  The compensation paid
  by Aetna  for this  service is  not anticipated  to be  greater
  than 6.5% of Purchase Payments made.


   <PAGE>                              42
<PAGE>





















































   <PAGE>                              43
<PAGE>


                           MISCELLANEOUS

  VOTING RIGHTS

          As previously stated, all of the assets of the Separate
  Account  are  shares  of  a   corresponding  portfolio  of  the
  Oppenheimer Variable Account  Funds held in the  Subaccounts of
  the Separate Account.   Based on our view of present applicable
  law, we will vote the  Fund shares held in the Separate Account
  at  meetings of  shareholders  in accordance  with instructions
  received  from Owners  having an  interest  in the  Subaccount.
  However, if the 1940 Act  or any related regulations  should be
  amended,   or  if   present  interpretations   change,  and  we
  determine that we are  permitted to vote the Fund shares in our
  own right, we may elect to do so.

          You  hold a voting interest  in each Fund  in which you
  have  value in  the corresponding  Subaccount.   The  number of
  Fund  shares which  are attributable  to you  is determined  by
  dividing your  value  in a  particular  Subaccount by  the  net
  asset value  of one Fund share.  The  number of votes which you
  have a right to  cast will be determined as of  the record date
  established by each Fund.

          We will  solicit voting  instructions by mail  prior to
  the  shareholder  meetings.    Each   person  having  a  voting
  interest  in a Subaccount will be  sent proxy material, reports
  and other materials relating to  the appropriate Funds.   If we
  do not  receive your  instructions prior  to the  meeting, your
  shares as  well as any  shares not attributable  to Owners will
  be voted  in the same proportion  as the  instructions received
  from all Owners providing timely instructions.

  CHANGES IN THE CONTRACT

  Generally, we may  not change or amend the Contract without the
  consent  of the  Owner,  except as  expressly  provided in  the
  Contract.   However, we  may change  or amend  the Contract  to
  ensure that the  Contract complies with any  state law, federal
  law or the Code.

  INCONTESTABILITY

  The Contract is incontestable.







   <PAGE>                              44
<PAGE>

  NONPARTICIPATING

  The Contract  is nonparticipating.   No  dividends are  payable
  and  the Contract  will  not share  in  the profits  or surplus
  earnings of Aetna.

  ASSIGNMENT

  During the lifetime  of the Annuitant,  the Owner  of any  Non-
  Qualified  Contract may assign the Contract.   An assignment is
  a  transfer  of   all  or  some  of  the  Contract  rights  and
  privileges to  another  person.    A  change  of  Owner  is  an
  absolute assignment.

  Generally,  a Qualified  Contract may  not  be sold,  assigned,
  transferred, discounted or pledged as collateral for  a loan or
  as  security  for  the  performance  of  an  obligation  unless
  permitted  by  your  qualified  retirement   plan  or  by  laws
  relevant to your Qualified Contract.

  No assignment  of a Contract will be binding  on us unless made
  in writing  and sent  to us  at our  Home Office.   We are  not
  responsible for the  validity of any assignment.  The rights of
  the  Owner   and  the  interest   of  the  Annuitant  and   any
  Beneficiary will  be subject to  the rights of  any assignee of
  record.

  ANNUAL CONTRACT REPORT

  Prior to  the Annuity Date  we will mail  you quarterly reports
  showing:

          (1)        the Value of any amounts held in,
                     (a) the Fixed Account; and
                     (b)  the  Subaccounts  under   the  Separate
                     Account;

          (2)        the number of any Subaccount Units; and

          (3)        the Subaccounts Unit Value.

  MISSTATEMENT OF AGE OR SEX

  If the  age or  sex of  the Annuitant has  been misstated,  the
  benefits payable under the  Contract will be adjusted  to those
  that  the Accumulation Value would have  purchased based on the
  correct  age and  sex.   Any overpayments  or underpayments  we
  make as  a  result of  such misstatement  will be  respectively
  charged against or credited to  the Income Payments to  be made
  so as to  adjust for any overpayment  or underpayment.  Sex  is


   <PAGE>                              45
<PAGE>

  not a factor  when annuity payments are based on unisex annuity
  payment rate tables.


















































   <PAGE>                              46
<PAGE>



  TELEPHONE TRANSFERS

  You automatically  have the right to  make transfers  among the
  Subaccounts  and the  Fixed Account  by telephone.   Aetna  has
  enacted  procedures  to  prevent  abuses  of   transactions  by
  telephone.   The  procedures  include requiring  the  use of  a
  personal  identification  number  (PIN)  in  order  to  execute
  transactions.  You  are responsible for safeguarding  your PIN,
  and   for  keeping   your   Accumulation  Account   information
  confidential.   If Aetna  fails to  follow these  procedures it
  would be  liable  for any  losses  to  you resulting  from  the
  failure.   To  ensure  authenticity,  the Company  records  all
  calls on the 800 line.

  LEGAL PROCEEDINGS

  We  and  our Board  of  Directors  know  of  no material  legal
  proceedings pending  to which the  Separate Account is a  party
  or which would materially affect the Separate Account.

  LEGAL MATTERS

  The validity of the  securities offered by this Prospectus  has
  been  passed upon  by  Susan E.  Bryant,  Esq., Counsel  to the
  Company.


                         TABLE OF CONTENTS
                               OF THE
                STATEMENT OF ADDITIONAL INFORMATION


          A  Statement  of  Additional Information  is  available
  which contains more details  concerning the subjects  discussed
  in this Prospectus.   The following  is the  Table of  Contents
  for that statement.

                                                   Page

  General Information and History                   2
  Variable Annuity Account G                        2
  Offering and Purchase of Contracts                2
  Dollar-Cost Averaging                             2
  Independent Auditors                              3
  Financial Statements of the Separate Account      S-1
  Financial  Statements  of  Aetna  Life  Insurance  and  Annuity
  Company                                           F-1



   <PAGE>                              47
<PAGE>


                             APPENDIX A

                         THE FIXED ACCOUNT

          Net  Purchase Payments  and Transfers allocated  to the
  Fixed Account become part of our General Account.  As  a result
  of  exemptive  and   exclusionary  provisions  of  the  Federal
  securities laws, interests in  the Fixed Account have  not been
  registered under the  Securities Act of 1933  ("1933 Act")  nor
  is the Fixed  Account an Investment Company under the 1940 Act.
  Accordingly, neither the Fixed Account nor any interest  in the
  Fixed Account will  generally be subject to either the 1933 Act
  or the 1940  Act.  Disclosure regarding the General Account and
  the Fixed Account Option, however, may  be subject to generally
  applicable provisions of the federal securities laws  regarding
  the accuracy and completeness of  the statements.  The  SEC has
  not reviewed  the disclosures in  this Prospectus which  relate
  to the Fixed Account.

          The Fixed Account  option guarantees  an interest  rate
  for  one  year  from   the  date   amounts  are  allocated   or
  transferred to  the Fixed  Account.  At  the end of  each year,
  the  current rate  will  be guaranteed  for  the next  one year
  period.   The  guaranteed  rate will  never  be less  than 4.5%
  annually.

          The guaranteed one year rate will be based upon Aetna's
  investment   income   earned  on   invested   assets   and  the
  amortization of  any capital  gains and/or  losses realized  on
  the sale of  invested assets.  We assume the risk of investment
  gains or  losses by guaranteeing  the one year  rate, while you
  bear the risk that the guaranteed one  year rate may not exceed
  4.5%.

          Some states  require that  any balance you  maintain in
  the Fixed Account be at least $2,000.

  TRANSFERS, WITHDRAWALS or SURRENDERS

          You may  make Withdrawals or Surrenders  from the Fixed
  Account  subject  to  Surrender Charges  or  any  required  tax
  withholding or penalty.  See CHARGES AND  DEDUCTIONS--SURRENDER
  CHARGES;  FEDERAL TAX  MATTERS.   You  may also  make transfers
  into or out of the Fixed Account.

          The minimum  amount which you may  Withdraw or Transfer
  from the Fixed Account is the  lesser of $500 or your value  in
  the Fixed Account.   The maximum amount which you may Withdraw,
  Transfer or apply  to the Partial Annuity Benefit each calendar


   <PAGE>                         Appendix-1
<PAGE>

  year is limited to 25% of your value of  the Fixed Account.  If
  any  request for  a Withdrawal,  Transfer, or  exercise of  the
  Partial Annuity  Benefit would  reduce your value  in the Fixed
  Account to less  than $2,000, you  have the  right to  increase
  your request to include  the balance.  We may defer  payment of
  any Withdrawal  or Surrender from  the Fixed Account  for up to
  six months from the date we receive your written request.

          There is no limit  on the number of Transfers  into the
  Fixed Account.  However,  the sum of the  amounts which can  be
  allocated to  and transferred into  the Fixed Account over  the
  life  of the Contract  is limited to $250,000.   We reserve the
  right to change this limit.







































   <PAGE>                         Appendix-2
<PAGE>

                       SUBJECT TO COMPLETION

          Information  contained herein is  subject to completion
  or  amendment.   A  registration  statement relating  to  these
  securities  has been  filed with  the  Securities and  Exchange
  Commission.   These  securities  may not  be  sold nor  may any
  offers to  buy be accepted  prior to the  time the registration
  becomes effective.   This Statement  of Additional  Information
  does not constitute a prospectus.

                     VARIABLE ANNUITY ACCOUNT G
                                 OF
              AETNA LIFE INSURANCE AND ANNUITY COMPANY

     Statement of Additional Information dated          , 1995


  This Statement  of Additional Information  is not a  prospectus
  and  should be read in conjunction  with the current prospectus
  for Variable Annuity Account G (the  "Separate Account") dated 
       , 1995.

  A free  prospectus is  available upon  request  from the  local
  Aetna Life Insurance  and Annuity Company office or  by writing
  to or calling:

              Aetna Life Insurance and Annuity Company
                   Strategic Markets and Products
                       151 Farmington Avenue
                    Hartford, Connecticut  06156
                           1-800-531-4547

  Read the  prospectus before  you invest.   Terms  used in  this
  Statement  of   Additional  Information  shall  have  the  same
  meaning as in the prospectus.

                         TABLE OF CONTENTS


  Page

  General Information and History                      2
  Variable Annuity Account G                           2
  Offering and Purchase                                2
  Dollar-Cost Averaging                                2
  Independent Auditors                                 3
  Financial Statements of the Separate Account         S-1
  Financial  Statements  of  Aetna  Life  Insurance  and  Annuity
  Company                                              F-1



   <PAGE>
<PAGE>

                  GENERAL INFORMATION AND HISTORY

  Aetna  Life Insurance and Annuity  Company (the "Company") is a
  stock  life insurance company which was organized in 1976 under
  the insurance  laws of the  State of Connecticut.   The Company
  is  a  wholly  owned subsidiary  of  Aetna  Life  and  Casualty
  Company which,  with its subsidiaries,  constitutes one of  the
  nation's largest diversified financial services  organizations.
  The Company's  Home Office is located at 151 Farmington Avenue,
  Hartford, Connecticut  06156.

  In addition  to serving  as the  principal underwriter  and the
  depositor  for  the Separate  Account,  the Company  is  also a
  registered  investment adviser  under  the Investment  Advisers
  Act  of  1940,   and  a  registered  broker-dealer   under  the
  Securities Exchange Act of 1934.  

  Other  than  the   mortality  and  expense  risk   charges  and
  administrative expense charge described in  the prospectus, all
  expenses incurred  in the  operations of  the Separate  Account
  are borne by the Company.  See "Charges and Deductions"  in the
  prospectus.

  The assets of  the Separate Account  are held  by the  Company.
  The Separate Account has no  custodian.  However, the  Funds in
  whose shares the  assets of  the Separate Account  are invested
  each  have  custodians,   as  discussed  in   their  respective
  prospectuses.

                     VARIABLE ANNUITY ACCOUNT G

  Variable  Annuity  Account  G (the  "Separate  Account")  is  a
  separate account established by the Company  for the purpose of
  funding variable annuity contracts issued by the  Company.  The
  Separate  Account  is   registered  with  the  Securities   and
  Exchange  Commission  as  a unit  investment  trust  under  the
  Investment Company Act of  1940, as amended.  The assets of the
  Separate Account will be invested exclusively  in shares of the
  mutual funds  described in the  Prospectus.  Purchase  Payments
  made under the Contract may be allocated to one or more of  the
  variable  investment options  listed below.    The Company  may
  make  additions  to  or  deletions  from  available  investment
  options as permitted by law.   The availability of the Funds is
  subject to applicable regulatory authorization.








   <PAGE>                               2
<PAGE>

  Oppenheimer Money Fund
  Oppenheimer High Income Fund
  Oppenheimer Bond Fund
  Oppenheimer Capital Appreciation Fund
  Oppenheimer Growth Fund
  Oppenheimer Multiple Strategies Fund
  Oppenheimer Global Securities Fund
  Oppenheimer Strategic Bond Fund

  Complete descriptions  of each  of the  Funds, including  their
  investment objectives, polices,  risks and  fees and  expenses,
  is contained in  the prospectuses and statements  of additional
  information for each of the Funds.

                       OFFERING AND PURCHASE

  The  Company   is  both   the  Depositor   and  the   principal
  underwriter  for   the  securities  sold   by  the  prospectus.
  Although the Company  no longer offers the  individual deferred
  variable  annuity  contracts,  existing   holders  of  in-force
  contracts may make additional deposits. 

                       DOLLAR-COST AVERAGING

  The  term   "dollar-cost  averaging"  describes   a  system  of
  investing a uniform sum of  money at regular intervals  over an
  extended period  of time.   It  is based on  the economic  fact
  that  buying a  variably  priced item  with  a constant  sum of
  money at fixed  intervals results in acquiring more of the item
  when prices are low  and less of it  when prices are high.   In
  order to  maximize the effectiveness of  dollar-cost averaging,
  it   is  important  that  investors  consider  their  financial
  ability to  continue purchasing the securities  through periods
  of high and low price levels.  Investors should  also note that
  no system can  protect against  reduced values  in a  declining
  market.

                        INDEPENDENT AUDITORS

  KMPG  Peat Marwick  LLP,  CityPlace II,  Hartford,  Connecticut
  06103-4103,  are  the  independent  auditors  for  the Company.
  KPMG Peat  Marwick LLP  performs annual  audits of the  Company
  and it  is intended that KPMG Peat Marwick  LLP will become the
  auditor of Variable Annuity Account G.

  Coopers & Lybrand  L.L.P. are the independent  auditors of  the
  predecessor  of  Variable Annuity  Account  G,  CLIAC  Separate
  Account A, for the year ended December 31, 1994.




   <PAGE>                               3
<PAGE>


   CLIAC Separate Account A
   Table of Contents
   year ended December 31, 1994



   Report of Independent Auditors               S-2

   Audited Financial Statements

       Statement of Assets and Liabilities      S-3

       Statement of Operations                  S-6

       Statement of Changes in Net Assets       S-8

       Notes to Financial Statements            S-11
<PAGE>


   [Coopers & Lybrand L.L.P. letterhead]


   Report of Independent Auditors


   Board of Directors
   Confederation Life Insurance and Annuity Company

   We have  audited the accompanying  statement of assets  and liabilities  of
   CLIAC  Separate  Account  A  as  of  December  31,  1994,  and  the related
   statements of operations and changes in net assets for the year then ended.
   These  financial  statements   are  the  responsibility  of  the  Company's
   management.  Our responsibility is to express an opinion on these financial
   statements  based on our audits.  The statement of changes in net assets of
   CLIAC Separate Account  A for the year ended  December 31, 1993 was audited
   by  other  auditors  whose  report  dated January  17,  1994,  expressed an
   unqualified opinion on that statement.

   We  conducted our  audit in  accordance  with  generally accepted  auditing
   standards.  Those standards require that we  plan and perform the audit  to
   obtain reasonable assurance about whether the financial statements are free
   of material  misstatement.  An audit  includes examining, on  a test basis,
   evidence  supporting   the  amounts   and  disclosures   in  the  financial
   statements.  Our procedures included confirmation of securities owned as of
   December 31,  1994, by  correspondence with the  custodian.   An audit also
   includes assessing the accounting principles used and significant estimates
   made by management,  as well as evaluating the overall  financial statement
   presentation.  We  believe that our audit  provides a reasonable  basis for
   our opinion.

   In our opinion, the financial statements referred to above present  fairly,
   in all material respects, the financial position of CLIAC Separate  Account
   A at  December 31, 1994, the  results of its operations  and the changes in
   net assets for the  year then ended in  conformity with generally  accepted
   accounting principles.

   As discussed in Note 1 to  the financial statements, the Company's ultimate
   parent  was put into rehabilitation  on August 12,  1994.  Additionally, as
   discussed in Note 8 to  the financial statements the Company entered into a
   Proposed Assumption Reinsurance Agreement.



   Coopers & Lybrand L.L.P.

   Atlanta, Georgia
   May 3, 1995



   <PAGE>                              S-2
<PAGE>

                              CLIAC Separate Account A
                        Statement of Assets and Liabilities
                                    December 31, 1994
   <TABLE>
   <CAPTION>
      <S>                                  <C>          <C>            <C>
                                           Percent                        Money
                                            of Net                        Fund
      ASSETS                                Assets      Combined       Subaccount

   Investments at net asset value:
   Oppenheimer Money Fund
     30,621,581 shares at $1/share
     (cost $30,621,581)                     10.93%      $30,621,581    $30,621,581
   Oppenheimer Bond Fund
     1,682,683 shares at $10.78/share
     (cost $19,483,793)                     6.48        18,139,319              0
   Oppenheimer Capital Appreciation Fund
     1,855,052 shares at $25.95/share
     (cost $50,657,480)                     17.18         48,138,532            0
   Oppenheimer Global Securities Fund
     3,595,598 shares at $15.09/share
     (cost $59,017,290)                     19.37         54,257,633            0
   Oppenheimer Growth Fund
     1,760,874 shares at $17.68/share
     (cost $30,742,913)                     11.11         31,132,209            0
   Oppenheimer High Income Fund
     3,303,418 shares at $9.79/share
     (cost $35,590,316)                     11.55         32,340,464            0
   Oppenheimer Multiple
     Strategies Fund
     3,888,742 shares at $12.91/share
     (cost $52,841,547)                     17.92         50,203,648            0
   Oppenheimer Strategic Bond Fund
     3,319,959 shares at $4.60/share
     (cost $16,427,870)                      5.45         15,271,814            0
                                           _________    ____________    ___________
   Total Investments
     (cost $295,382,790)                    99.98        280,105,200   30,621,581
   Cash                                      0.00             0            0
   Dividends receivable                      0.02             60,774       60,774
   Contractholders' funds 
     receivable from Oppenheimer             0.07            203,528      170,552
                                           _________    ____________    ___________
   Total Assets                            100.07        280,369,502   30,852,877

            LIABILITIES

   Distributions payable to
     Sponsor (Note 7)                        0.07            203,528       170,522


   <PAGE>                              S-3
<PAGE>

                                           _________    ____________    ___________
   Total liabilities                         0.07            203,528       170,552
                                           _________    ____________    ___________
   Net assets (Note 4)                     100.00 %     $280,165,974   $30,682,355
                                           =========    ============   ===========
   Total units                                                           2,665,713
   Unit Value                                                               $11.51
                                                                        ___________
   Net assets held for 
     the benefit of contractholders                      $30,682,355
                                                                        ===========
   </TABLE>

   The accompanying notes are an integral part of these financial statements

   <TABLE>
   <CAPTION>
   <S>                  <C>               <C>         <C>          <C>
                        Capital           Global                   High
                        Appreciation      Securities  Growth       Income
   Bond Fund            Fund              Fund        Fund         Fund
   Subaccount           Subaccount        Subaccount  Subaccount   Subaccount




   $         0          $         0       $          0    $         0   $          0


    18,139,319                 0                     0              0              0


             0           48,138,532                  0              0              0


             0                    0         54,257,633              0              0


             0                    0                  0     31,132,209              0


             0                    0                  0              0     32,340,464



             0                    0                  0              0              0


             0                    0                  0              0              0
    ___________         ____________      ____________    ___________    ___________


   <PAGE>                              S-4
<PAGE>

    18,139,319           48,138,532         54,257,633     31,132,209     32,340,464
             0                    0                  0              0              0
             0                    0                  0              0              0

           672                    0             31,740              0              0
    ___________         ____________      ____________    ___________    ___________
    18,139,991           48,138,532         54,289,373     31,132,209     32,340,464




           672                    0             32,334              0              0
    ___________         ____________      ____________    ___________    ___________
           672                    0             32,334              0              0
    ___________         ____________      ____________    ___________    ___________
   $18,139,319          $48,138,532        $54,257,039    $31,132,209    $32,340,464
   ============         ============      ============    ===========    ===========
     1,445,364            2,402,122          3,590,803      2,083,816      1,978,010
        $12.55               $20.04             $15.11         $14.94         $16.35
    ___________         ____________      ____________    ___________    ___________

   $18,139,319          $48,138,532        $54,257,039    $31,132,209    $32,340,464
   ============         ============      ============    ===========    ===========
   </TABLE>



   <TABLE>
   <CAPTION>
   <S>                  <C>
   Multiple
   Strategies           Strategic
   Fund                 Bond Fund
   Subaccount           Subaccount




   $         0          $         0


             0                    0


             0                    0


             0                    0




   <PAGE>                              S-5
<PAGE>

             0                    0


             0                    0



    50,203,648                    0


             0           15,271,814
       ___________      ___________

    50,203,648           15,271,814
             0                   0
             0                    0

             0                  594
    __________          ___________
    50,203,648           15,272,408




             0                    0
      __________        ___________
             0                    0
       ___________      ___________
       $50,203,648      $15,272,408
      ============      ===========
       3,598,828          1,556,820
          $13.95              $ 9.81
       ___________      ___________

       $50,203,648      $15,272,408
      ============      ===========
   </TABLE>















   <PAGE>                              S-6
<PAGE>

   CLIAC Separate Account A
   Statement of Operations
   year ended December 31, 1994
   <TABLE>
   <CAPTION>
   <S>                              <C>               <C>                  <C>
                                                      Money
                                                      Fund             Bond Fund
                                    Combined          Subaccount       Subaccount


   Net investment income:
     Dividends                      $ 15,528,111      $  1,333,737     $ 1,121,342
     Mortality, expense
     and administrative
     charges to Sponsor
     (Note 2)                          3,811,001           431,654         257,294
                                    _____________     ____________     ____________

   Net investment income
     (loss)                         11,717,110             902,083         864,048


   Net realized and
     unrealized gain (loss)
     on investments:
       Net realized gain
         (loss) on
         investments                   7,600,329                 0         (62,693)
       Net unrealized
         depreciation on
         investments                 (31,643,373)                0      (1,400,706)
                                    _____________     ____________     ____________




   Net realized and
     unrealized loss on
     investments                     (24,043,044)                0      (1,463,399)
                                    _____________     ____________     ____________

   Net increase (decrease)
     in net assets
     resulting from
     operations                     $(12,325,934)     $    902,083     $  (599,351)

                                    =============     ============     ============

   </TABLE>


   <PAGE>                              S-7
<PAGE>

   The accompanying notes are an integral part of these financial statements.



















































   <PAGE>                              S-8
<PAGE>

   <TABLE>
   <CAPTION>
   <S>                  <C>         <C>         <C>           <C>          <C>
   Capital              Global                  High          Multiple
   Appreciation         Securities  Growth      Income        Strategies   Strategic
   Fund                 Fund        Fund        Fund          Fund         Bond Fund
   Subaccount           Subaccount  Subaccount  Subaccount    Subaccount   Subaccount

   $4,863,538         $    877,735 $   306,336  $ 3,172,297 $ 2,774,164  $  1,078,962



      579,316              739,144     403,165      498,235     702,457       199,736
   __________          ___________ ___________  ___________  __________   ___________


    4,284,222              138,591     (96,829)   2,674,062   2,071,707       879,226







   (1,039,088)       8,020,371     598,027     (487,728)   1,016,180    (444,740)


   (6,989,991)     (12,784,269)   (661,312)  (3,875,999)  (4,741,933) (1,189,163)
   __________      ___________  ___________  ___________  __________  ___________





   (8,029,079)      (4,763,898)    (63,285)   (4,363,727) (3,725,753) (1,633,903)
   __________      ___________  ___________  ___________  __________  ___________





   (3,744,857)      (4,625,307)   (160,114)   (1,689,665) (1,654,046)   (754,677)
   ===========      =========== ===========  ============ =========== ===========
   </TABLE>








   <PAGE>                              S-9
<PAGE>

   CLIAC Separate Account A
   Statement of Changes in Net Assets
   <TABLE>
   <CAPTION>
   <S>                                          <C>         <C>         <C>
                                                            Money
                                                             Fund       Bond Fund
                                             Combined     Subaccount    Subaccount


   Net assets at January 1, 1993          $ 61,074,838   $ 9,058,128    $ 7,105,407
   Changes from operations:
     Net investment income (loss)            4,127,337        21,142        722,407
     Net realized gain (loss) on
       investments                           6,333,899            0         292,323
     Net unrealized appreciation
       (depreciation) on investments         14,106,236           0         140,883
                                           ____________     _________     _________

   Net increase (decrease) in net assets
     resulting from operations              24,567,472        221,142      1,155,613

   Net increase from unit transactions
     (Note 5)                              132,878,471      5,320,001     10,086,947
                                           ___________      _________     __________

   Total increase in net assets            157,445,943      5,541,143     11,242,560
                                           ___________      __________   __________

   Net assets at December 31, 1993         218,520,781      14,599,271    18,347,967
   Changes from operations:
     Net investment income (loss)           11,717,110         902,083       864,048
     Net realized gain (loss) on
       investment                           7,600,329              0       (62,693)
     Net unrealized appreciation
       (depreciation) on investment        (31,643,373)             0    (1,400,706)
                                            ____________     __________    __________

   Net increase (decrease) in net assets
     resulting from operations             (12,325,934)        902,083    (599,351)

   Net increase from unit transactions
     (Note 5)                                73,971,127      15,181,001     390,703
                                             __________      __________  _________

   Total increase assets                    61,645,193        16,083,084    (208,648)
                                             __________       __________   _________

   Net assets at December 31, 1994         280,165,974       30,682,355  18,139,319
                                           ===========       ==========   ==========


   <PAGE>                             S-10
<PAGE>

   </TABLE>
   The accompanying notes are an integral part of these financial statements.


















































   <PAGE>                             S-11
<PAGE>


   <TABLE>
   <CAPTION>
   <S>                                     <C>          <C>             <C>
                                           Capital      Global
                                           Appreciation Securities    Growth
                                           Fund         Fund          Fund
                                           Subaccount   Subaccount    Subaccount


                                         $ 12,573,119   $ 6,353,733  $ 7,982,724

                                             322,325      (211,947)      90,877

                                           2,766,036       967,550      709,744

                                           2,567,329     8,465,074      321,334
                                          __________     _________    _________


                                           5,655,690     9,220,677    1,121,955


                                          18,317,011    21,155,724   16,402,862
                                          __________    __________   __________

                                          23,972,701    30,376,401   17,524,817
                                          __________    __________   __________

                                          36,545,820    36,730,134   25,507,541

                                           4,284,222       138,591      (96,829)

                                          (1,039,088)    8,020,371      598,027

                                          (6,989,991)  (12,784,269)    (661,312)
                                          ___________   __________   __________


                                          (3,744,857)   (4,625,307)    (160,114)


                                          15,337,569    22,152,212    5,784,782
                                          __________    __________    _________

                                          11,592,712    17,526,905    5,624,668
                                          __________    __________    _________

                                        $ 48,138,532  $ 54,257,039 $ 31,132,209
                                          ==========    ==========   ==========


   <PAGE>                             S-12
<PAGE>





















































   <PAGE>                             S-13
<PAGE>


                                           High         Multiple
                                           Income       Strategies    Strategic
                                           Fund         Fund          Bond Fund
                                           Subaccount   Subaccount    Subaccount


                                           $7,500,206   $10,501,521     $      0

                                           2,058,364       807,973      116,196

                                             960,055       561,809       76,382

                                             740,568     1,837,940       33,108
                                          __________     _________     _________


                                           3,758,987     3,207,722      225,686


                                          23,147,646    28,792,581    9,655,699
                                          __________    __________   __________

                                          26,906,633    32,000,303    9,881,385
                                          __________    __________   __________

                                          34,406,839    42,501,824    9,881,385

                                           2,674,062     2,071,707      879,226

                                            (487,728)    1,016,180     (444,470)

                                          (3,875,999)   (4,741,933)  (1,189,163)
                                          ___________   __________   __________


                                          (1,689,665)   (1,654,046)    (754,677)


                                            (376,710)    9,355,870    6,145,700
                                          __________    __________    _________

                                          (2,066,375)    7,701,824    5,391,023
                                          __________    __________    _________

                                        $ 32,340,464  $ 50,203,648 $ 15,272,408
                                          ==========    ==========   ==========





   <PAGE>                             S-14
<PAGE>

   </TABLE>



















































   <PAGE>                             S-15
<PAGE>

   CLIAC Separate Account A
   Notes to Financial Statements


   1. Organization and Significant Accounting Policies:

      CLIAC  Separate Account A (the "Separate Account") is a separate account
      of Confederation  Life  Insurance  and  Annuity Company  (a  stock  life
      insurance  company)  (the  "Sponsor"),  a  wholly  owned  subsidiary  of
      Confederation Financial Holdings, Inc.  ("CFH").  CFH is a  wholly owned
      subsidiary   of  Confederation   Life   Insurance  Company   (U.S.)   in
      Rehabilitation ("CLIC U.S."), an estate formed from the U.S. division of
      Confederation Life Insurance Company of Canada ("CLIC Canada") which  is
      a  mutual company incorporated under  the laws of  Canada.  The Separate
      Account  was established  for the  purpose of  funding variable  annuity
      contracts issued by the Sponsor.  The Separate Account became registered
      as a unit investment trust under  the Investment Company Act of 1940, as
      amended,  during 1990, and recorded its  first policy sale on August 23,
      1990.

      Currently,  the Separate Account  has eight  Subaccounts, each  of which
      invests  exclusively in  shares of the  corresponding Portfolios  of the
      Oppenheimer  Variable  Account  Funds  (the  "Oppenheimer  Funds"):  the
      Oppenheimer  Money  Fund, the  Oppenheimer  Bond  Fund, the  Oppenheimer
      Capital Appreciation  Fund, the Oppenheimer Global  Securities Fund, the
      Oppenheimer  Growth   Fund,  the  Oppenheimer  High   Income  Fund,  the
      Oppenheimer Multiple Strategies Fund  and the Oppenheimer Strategic Bond
      Fund.    The contractholder  may  allocate all  or part  of  the initial
      premium  and additional premiums, if any,  to one or more Subaccounts of
      the Separate Account or to the Sponsor's General Account.  The Sponsor's
      General Account consists of all  assets owned by the Sponsor  other than
      those in the Separate Account.

      CLIC  Canada was placed in liquidation on  August 11, 1994 by the Office
      of the  Superintendent of Financial Institutions,  the federal regulator
      of   insurance  companies  in  Canada.    CLIC  U.S.  was  placed  under
      rehabilitation pursuant to the laws of  the State of Michigan on  August
      12,  1994 by  the  Circuit Court  for  the County  of  Ingham, State  of
      Michican.

      Basis of Presentation

      The accompanying  financial statements have been  prepared in conformity
      with generally accepted accounting principles.

      Investments

      The  investments  in the  Oppenheimer Funds  are  stated at  the closing
      market values per share  on December 31, 1994.   Investment transactions
      are recorded  on the trade  date.  The  difference between the  cost and


   <PAGE>                             S-16
<PAGE>

      current market value of  investments owned is recorded as  an unrealized
      gain or  loss on investments.  Realized  gains and losses are calculated
      on a "first-in, first-out" basis.

















































   <PAGE>                             S-17
<PAGE>

   Notes to Financial Statements, Continued

   1. Organization and Significant Accounting Policies, continued:

      Dividends

      Dividends are recorded  on the  ex-dividend date and  reflect the  daily
      dividends  declared by the Oppenheimer Funds  from their accumulated net
      investment   income.    Dividends  paid  to  the  Separate  Account  are
      automatically reinvested in shares of the Oppenheimer Funds.

      Federal Income Taxes

      Operations of the  Separate Account form a part of,  and are taxed with,
      operations of the  Sponsor, which is taxed as a "life insurance company"
      under the Internal  Revenue Code.  Under current law,  no federal income
      taxes  are payable with respect to the Separate Account's net investment
      income and the net realized gain on investments.


   2. Mortality, Expense and Administrative (M, E and A) Charges to Sponsor:

      Mortality and Expense Risk Charge

      A  daily charge, equal  to, on an  annual basis, 1.25% of  the daily net
      asset value is deducted  from each Subaccount to compensate  the Sponsor
      for certain mortality  and expense  risks assumed.   The mortality  risk
      arises from the  Sponsor's obligation to make income payments regardless
      of how long  all annuitants may live.   The expense risk assumed  by the
      Sponsor is the  risk that  actual administrative costs  will exceed  the
      amount recovered through the administrative charges.

      Administrative Expense Charge

      A daily  charge, equal  to, on an  annual basis, .10%  of the  daily net
      asset  value is deducted from  each Subaccount to  reimburse the Sponsor
      for administrative expenses.


   3. Surrender Charges and Annual Contract Fee:

      Surrender Charges

      There are no sales expenses deducted  from premiums at the time premiums
      are  paid.   If a  contract has not  been in  force for  six years, upon
      surrender or  for certain  withdrawals, a  surrender charge is  deducted
      from  the proceeds.   Surrender  charges may be  decreased or  waived on
      contracts meeting certain restrictions as determined by the Sponsor.

      Annual Contract Fee


   <PAGE>                             S-18
<PAGE>

      An annual contract fee of  $30 is deducted on each contract  anniversary
      date,  and on  any day the  contract is  surrendered, if  such surrender
      occurs  on any  day other  than the contract  anniversary date.   Annual
      contract fees of $134,132 were assessed in 1994.

   4. Net Assets:

      Net assets at December 31, 1994, consisted of the following:


   <TABLE>
   <CAPTION>
   <S>                      <C>             <C>              <C>
                                            Accumulated      Accumulated
                            Unit            M, E and A       Investment
   Subaccount               Transactions    Charges             Income


   Money Fund               $  29,347,918   $    (703,163)   $   2,037,600
   Bond Fund                   17,404,876        (466,646)       2,298,184
   Capital Appreciation 
     Fund                      44,443,094        (945,747)       5,570,809
   Global Securities Fund      50,128,710      (1,019,288)         901,377
   Growth Fund                 29,276,703        (673,609)         674,793
   High Income Fund            29,720,700        (818,451)       6,127,821
   Multiple Strategies Fund    48,082,444      (1,100,758)       4,207,414
   Strategic Bond Fund         15,801,399        (238,627)       1,234,049
                            _____________   ______________   _____________
                            $ 264,205,844   $  (5,966,289)   $  23,052,047
                            =============   ==============   =============


   </TABLE>

   <TABLE>
   <CAPTION>
   <S>                      <C>             <C>              <C>
                            Unrealized      Accumulated
                            Appreciation     Realized
                            (Depreciation)  Gain (Loss)      Net Assets at
                            on              on               December 31,
                            Investments     Investments      1994


                            $           0   $          0     $  30,682,355
                               (1,344,474)  247,379             18,139,319

                               (2,519,084)  1,589,460            48,138,532
                               (4,814,207)  9,060,447           54,257,039
                                  389,318   1,465,004           31,132,209


   <PAGE>                             S-19
<PAGE>

                               (3,249,851)    560,245           32,340,464
                               (2,637,855)  1,652,403           50,203,648
                               (1,156,055)  (368,358)           15,272,408
                            ______________  _____________       _____________

                            $ (15,332,208)  $ 14,206,580     $ 280,165,974
                            ==============  =============       =============

   </TABLE>











































   <PAGE>                             S-20
<PAGE>

   5. Summary of Changes From Unit Transactions:

      The  following  table  represents  a   summary  of  changes  from   unit
      transactions for the year ended December 31, 1994:

   <TABLE>
   <CAPTION>
      <S>                                       <C>                <C>
                                                Units              Amount
   Money Fund Subaccount:
     Contract purchases                         1,231,953          $ 13,833,776
     Net transfers in (out)                       694,945             7,786,795
     Terminated contracts, partial withdrawals, 
       transfers to annuity reserves, surrender 
       charges and annual contract fees          (565,631)           (6,439,570)
                                                __________          ____________
                                                1,361,267            15,181,001

   Bond Fund Subaccount:
     Contract purchases                           392,024             5,010,896
     Net transfers in (out)                      (191,031)           (2,453,777)
     Terminated contracts, partial withdrawals, 
       transfers to annuity reserves, surrender
       charges and annual contract fees          (170,684)           (2,166,416)
                                                __________          ____________
                                                   30,309               390,703

   Capital Appreciation Fund Subaccount:
     Contract purchases                           786,343            16,467,380
     Net transfers in (out)                       155,730             2,983,796
     Terminated contracts, partial withdrawals, 
       transfers to annuity reserves, surrender
       charges and annual contract fees          (205,287)           (4,113,607)
                                                __________          ____________
                                                  736,786            15,337,569

   Global Securities Fund Subaccount:
     Contract purchases                         1,617,697            26,321,335
     Net transfers in (out)                        30,940             1,175,688
     Terminated contracts, partial withdrawals, 
       transfers to annuity reserves, surrender
       charges and annual contract fees          (326,197)           (5,344,811)
                                                ___________        _____________
                                                1,322,440            22,152,212

   Growth Fund Subaccount:
     Contract purchases                           544,155            8,081,139
     Net transfers in (out)                        57,059            1,001,872
     Terminated contracts, partial withdrawals, 
       transfers to annuity reserves, surrender 


   <PAGE>                             S-21
<PAGE>

       charges and annual contract fees          (220,059)          (3,298,229)
                                                __________         ____________
                                                  381,155            5,784,782

   High Income Subaccount:
   Contract purchases                             675,940           11,560,250
     Net transfers in (out)                      (493,851)          (8,193,583)
     Terminated contracts, partial withdrawals, 
       transfers to annuity reserves, surrender 
       charges and annual contract fees          (222,576)          (3,743,377)
                                                __________         ____________
                                                  (40,487)            (376,710)
   </TABLE>

   Notes to Financial Statements, Continued


   5. Summary of Charges From Unit Transactions, continued:
   <TABLE>
   <CAPTION>
   <S>                                          <C>                <C>
                                                Units              Amount
   Multiple Strategies Subaccount:
     Contract purchases                         1,388,798           $ 19,810,754
     Net transfers in (out)                      (206,727)           (2,890,043)
     Terminated contracts, partial withdrawals, 
       transfers to annuity reserves, surrender 
       charges and annual contract fees          (532,934)           (7,564,841)
                                                __________          ____________
                                                  649,137             9,355,870

   Strategic Bond Fund Subaccount:
     Contract purchases                           695,751             7,049,660
     Net transfers in (out)                        21,216               253,994
     Terminated contracts, partial withdrawals, 
       transfers to annuity reserves, surrender
       charges and annual contract fees          (115,960)           (1,157,954)
                                                __________          ____________
                                                  601,007             6,145,700
                                                                    ____________

   Net increase from unit transactions                             $ 73,971,127

                                                                   =============
   </TABLE>

   The following table represents a summary of changes from unit  transactions
   for the year ended December 31, 1993:
   <TABLE>
   <CAPTION>


   <PAGE>                             S-22
<PAGE>

      <S>                                       <C>                <C>
                                                Units              Amount
   Money Fund Subaccount:
     Contract purchases                         1,100,775          $ 12,223,646
     Net transfers in (out)                     (561,996)            (6,261,025)
     Terminated contracts, partial withdrawals, 
       transfers to annuity reserves, surrender 
       charges and annual contract fees          (57,842)              (642,620)
                                                __________          ____________

                                                480,937               5,320,001

   Bond Fund Subaccount:
     Contract purchases                         988,370              12,419,740
     Net transfers in (out)                     (124,998)            (1,584,796)
     Terminated contracts, partial withdrawals, 
       transfers to annuity reserves, surrender
       charges and annual contract fees         (59,965)              (747,997)
                                                __________          ____________
                                                 803,407             10,086,947

   Capital Appreciation Fund Subaccount:
     Contract purchases                         1,021,818           19,552,988
     Net transfers in (out)                       (19,588)             (67,689)
     Terminated contracts, partial withdrawals, 
       transfers to annuity reserves, surrender
       charges and annual contract fees           (58,270)          (1,168,288)
                                                __________         ____________
                                                  943,960           18,317,011
   </TABLE>


   Notes to Financial Statements, Continued

   5. Summary of Changes From Unit Transactions, continued:

   <TABLE>
   <CAPTION>
   <S>                                          <C>                    <C>
                                                Units                  Amounts
   Global Securities Fund Subaccount:
     Contract purchases                         1,229,561            16,183,219
     Net transfers in (out)                       408,146             5,373,633
     Terminated contracts, partial withdrawals, 
       transfers to annuity reserves, surrender
       charges and annual contract fees           (33,924)             (401,128)
                                                                                           
                                                ___________        _____________
                                                1,603,783            21,155,724



   <PAGE>                             S-23
<PAGE>

   Growth Fund Subaccount:
     Contract purchases                         1,126,327           16,224,111
     Net transfers in (out)                                           65,292      960,900
     Terminated contracts, partial withdrawals, 
       transfers to annuity reserves, surrender 
       charges and annual contract fees           (53,957)            (782,149)
                                                __________         ____________
                                                 1,137,662          16,402,862


   High Income Subaccount:
   Contract purchases                           1,457,986           23,060,435
     Net transfers in (out)                        74,449            1,170,150
     Terminated contracts, partial withdrawals, 
       transfers to annuity reserves, surrender 
       charges and annual contract fees           (68,306)          (1,082,939)
                                                __________         ____________
                                                                                           
                                                 1,464,129          23,147,646

   Multiple Strategies Subaccount:
     Contract purchases                         2,198,681          $ 29,964,331
     Net transfers in (out)                        20,709               260,067
     Terminated contracts, partial withdrawals, 
       transfers to annuity reserves, surrender 
       charges and annual contract fees          (104,772)           (1,431,817)
                                                __________          ____________
                                                2,114,618            28,792,581

   Strategic Bond Fund Subaccount:
     Contract purchases                           930,792             9,422,004
     Net transfers in (out)                        28,957               268,277
     Terminated contracts, partial withdrawals, 
       transfers to annuity reserves, surrender
       charges and annual contract fees           (3,403)               (34,582)
                                                __________          ____________
                                                  956,346             9,655,699
                                                                    ____________

   Net increase from unit transactions                             $132,878,471

                                                =============
   </TABLE>









   <PAGE>                             S-24
<PAGE>

   Notes to Financial Statements, Continued


   6. Purchases and Sales of Investments:

      The aggregate cost  of investments purchased and  the aggregate proceeds
      from investments sold were as follows for 1994:

   <TABLE>
   <CAPTION>
   <S>                                                             <C>     <C>
                                                Aggregate          Aggregate
                                                 Cost of            Proceeds
                                                Purchases          from Sales

      Money Fund Subaccount                     $ 134,751,246      $ 119,528,036
      Bond Fund Subaccount                          9,643,327           9,273,487
      Capital Appreciation
        Fund Subaccount                            47,591,609         32,034,582
      Global Securities
        Fund Subaccount                            54,632,597         32,284,386
      Growth Fund Subaccount                       22,368,264         16,514,186
      High Income Fund
        Subaccount                                 29,264,377         29,604,995
      Multiple Strategies
        Fund Subaccount                            26,066,926         16,642,803
      Strategic Bond Fund
        Subaccount                                 16,600,662         10,351,856
                                                _____________      _____________

                                                $ 340,919,008      $ 266,234,331
                                                =============      =============
   </TABLE>


   7. Related Party Transactions:

      As of December 31,  1994, Separate Account A has  recorded Distributions
      Payable  to  Sponsor  in  the  accompanying  statement   of  assets  and
      liabilities for  funds requested from Oppenheimer  for redemptions which
      have not been transferred to the Sponsor for distribution.


   8. Subsequent Event:

      On  May  3, 1995,  the Sponsor  entered  into an  Assumption Reinsurance
      Agreement with Aetna Life Insurance  and Annuity Company ("ALIAC") under
      which  ALIAC would assume liability  through reinsurance for  all of the
      Sponsor's separate account policies as well as those individual life and
      GIC policyholders who elect to be reinsured  (subject to the approval of


   <PAGE>                             S-25
<PAGE>

      the  various states)  and subject  to the  fulfillment of  certain other
      closing   conditions.    This   assumption  reinsurance  transaction  is
      currently scheduled to close in the fourth quarter of 1995.

















































   <PAGE>                             S-26
<PAGE>















                        CONSOLIDATED FINANCIAL STATEMENTS
            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
    
                                      INDEX
    
   <TABLE>
   <CAPTION>
                                                                              PAGE
                                                                              ----
   <S>                                                                        <C>
   Independent Auditors' Report.............................................. F-2
   Consolidated Financial Statements:
     Consolidated Statements of Income for the Years Ended December 31, 1994,
      1993 and 1992.......................................................... F-3
     Consolidated Balance Sheets as of December 31, 1994 and 1993............ F-4
     Consolidated Statements of Shareholder's Equity for the Years Ended
      December 31, 1994, 1993 and 1992....................................... F-5
     Consolidated Statements of Cash Flows for the Years Ended December 31,
      1994, 1993 and 1992.................................................... F-6
   Notes to Consolidated Financial Statements................................ F-8
   </TABLE>

















   <PAGE>                              F-1
<PAGE>


                          INDEPENDENT AUDITOR'S REPORT

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

   We have audited the accompanying consolidated balance sheets of Aetna  Life
   Insurance and Annuity Company and Subsidiaries as of December 31,  1994 and
   1993,  and  the  related consolidated  statements  of  income,  changes  in
   shareholder's equity and cash flows for each of the years in the three-year
   period ended December 31, 1994. These consolidated financial statements are
   the responsibility of the  Company's management. Our  responsibility is  to
   express an opinion on these consolidated financial statements based on  our
   audits.

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

   In our  opinion, the consolidated  financial statements  referred to  above
   present fairly, in  all material respects, the financial position  of Aetna
   Life  Insurance and Annuity  Company and Subsidiaries at  December 31, 1994
   and 1993, and the results of their operations and their cash flows for each
   of  the  years in  the  three-year  period  ended  December  31,  1994,  in
   conformity with generally accepted accounting principles.

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

                              KPMG Peat Marwick LLP

   Hartford, Connecticut
   February 7, 1995










   <PAGE>                              F-2
<PAGE>

            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A WHOLLY OWNED SUBSIDIARY OF AETNA LIFE AND CASUALTY COMPANY)

                        CONSOLIDATED STATEMENTS OF INCOME
                                   (MILLIONS)
    
   <TABLE>
   <CAPTION>
                                                        YEARS ENDED DECEMBER 31,
                                                       --------------------------
                                                         1994     1993     1992
                                                       -------- -------- --------
   <S>                                                 <C>      <C>      <C>
   Revenue:
     Premiums......................................... $  124.2 $   82.1 $   72.5
     Charges assessed against policyholders...........    279.0    251.5    235.4
     Net investment income............................    917.2    911.9    848.1
     Net realized capital gains.......................      1.5      9.5     13.4
     Other income.....................................     10.3      9.5      6.7
                                                       -------- -------- --------
       Total revenue..................................  1,332.2  1,264.5  1,176.1
                                                       -------- -------- --------
   Benefits and expenses:
     Current and future benefits......................    852.4    806.4    761.6
     Operating expenses...............................    227.2    201.3    213.5
     Amortization of deferred policy acquisition
      costs...........................................     36.1     37.7     32.9
                                                       -------- -------- --------
       Total benefits and expenses....................  1,115.7  1,045.4  1,008.0
                                                       -------- -------- --------
   Income before federal income taxes and cumulative
    effect adjustments................................    216.5    219.1    168.1
     Federal income taxes.............................     71.2     76.2     54.9
                                                       -------- -------- --------
   Income before cumulative effect adjustments........    145.3    142.9    113.2
   Cumulative effect adjustments, net of tax:
     Change in accounting for income taxes............      --       --      22.8
     Change in accounting for postretirement benefits
      other than pensions.............................      --       --     (13.2)
                                                       -------- -------- --------
   Net income......................................... $  145.3 $  142.9 $  122.8
                                                       ======== ======== ========
   </TABLE>

   See Notes to Consolidated Financial Statements.







   <PAGE>                              F-3
<PAGE>

            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A WHOLLY OWNED SUBSIDIARY OF AETNA LIFE AND CASUALTY COMPANY)

                           CONSOLIDATED BALANCE SHEETS
                                   (MILLIONS)
   <TABLE>
   <CAPTION>
                                                         DECEMBER 31,
                                                      ------------------
   ASSETS                                       1994       1993
   ------                                       ---------  ---------
   <S>                                                    <C>        <C>
   Investments:
     Debt securities, available for sale:
      (amortized cost: $10,577.8 and $9,783.9)......      $10,191.4  $10,531.0
     Equity securities, available for sale:
      Non-redeemable preferred stock 
      (cost: $43.3 and $38.3).......................           47.2       45.9
      Investment in affiliated mutual funds 
      (cost: $187.2 and $122.4).....................          181.9      126.7
     Short-term investments.........................           98.0       22.6
     Mortgage loans.................................            9.9       10.1
     Policy loans...................................          248.7      202.7
     Limited partnership............................           24.4        --
                                                          ---------  ---------
         Total investments..........................       10,801.5   10,939.0
   Cash and cash equivalents........................          623.3      536.1
   Accrued investment income........................          142.2      124.7
   Premiums due and other receivables...............           75.8       67.0
   Deferred policy acquisition costs................        1,172.0    1,061.0
   Reinsurance loan to affiliate....................          690.3      711.0
   Other assets.....................................           15.9       12.6
   Separate Accounts assets.........................        7,420.8    6,684.3
                                                          ---------  ---------
         Total assets...............................      $20,941.8  $20,135.7

                                                          =========  =========
   </TABLE>
   <TABLE>
   <CAPTION>
   LIABILITIES AND SHAREHOLDER'S EQUITY
   -------------------------------------
   <S>                                                          <C>        <C>
   Liabilities:
     Future policy benefits.........................      $ 2,968.1  $ 2,741.8
     Unpaid claims and claim expenses...............           23.8       27.2
     Policyholders' funds left with the Company.....        8,901.6    9,003.9
                                                          ---------  ---------
         Total insurance liabilities................       11,893.5   11,698.7
     Other liabilities..............................          302.1      229.7


   <PAGE>                              F-4
<PAGE>

     Federal income taxes:
       Current......................................            3.4       40.6
       Deferred.....................................          233.5      161.5
     Separate Accounts liabilities..................        7,420.8    6,684.3
                                                          ---------  ---------
         Total liabilities..........................       19,853.3   18,889.0
                                                          ---------  ---------
   Shareholder's equity:
     Common capital stock, par value $50 
       (100,000 shares authorized; 
       55,000 shares issued and outstanding)........            2.8        2.8
     Paid-in capital................................          407.6      407.6
     Net unrealized capital gains (losses)..........         (189.0)     114.5
     Retained earnings..............................          867.1      721.8
                                                          ---------  ---------
         Total shareholder's equity.................    1,088.5    1,246.7
                                                      ---------  ---------
         Total liabilities and shareholder's equity. $20,941.8  $20,135.7
                                                      =========  =========
   </TABLE>
    
   See Notes to Consolidated Financial Statements.
                  AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
               (A WHOLLY OWNED SUBSIDIARY OF AETNA LIFE AND CASUALTY COMPANY)
    
                      CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDER'S EQUITY
                                              (MILLIONS)
    
   <TABLE>
   <CAPTION>
                                                         YEARS ENDED DECEMBER 31,
                                                         -------------------------
                                                           1994      1993    1992
                                                         --------  -------- ------
   <S>                                                   <C>       <C>      <C>
   Shareholder's equity, beginning of year.............. $1,246.7  $  990.1 $867.4
   Net change in unrealized capital gains (losses)......   (303.5)    113.7   (0.1)
   Net income...........................................    145.3     142.9  122.8
                                                         --------  -------- ------
   Shareholder's equity, end of year.................... $1,088.5  $1,246.7 $990.1
                                                         ========  ======== ======
   </TABLE>
    
    

   See Notes to Consolidated Financial Statements.
    





   <PAGE>                              F-5
<PAGE>

                  AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
                (A WHOLLY OWNED SUBSIDIARY OF AETNA LIFE AND CASUALTY COMPANY)

                                CONSOLIDATED STATEMENTS OF CASH FLOWS
                                              (MILLIONS)
   <TABLE>
   <CAPTION>
                                                     YEARS ENDED DECEMBER 31,
                                                  -------------------------------
                                                    1994       1993       1992
                                                  ---------  ---------  ---------
   <S>                                            <C>        <C>        <C>
   Cash Flows from Operating Activities:
     Net income.................................. $   145.3  $   142.9  $   122.8
     Cumulative effect adjustments...............       --         --        (9.6)
     Increase in accrued investment income.......     (17.5)     (11.1)      (8.7)
     (Increase) decrease in premiums due and
      other receivables..........................       1.3       (5.6)     (19.9)
     Increase in policy loans....................     (46.0)     (36.4)     (32.4)
     Increase in deferred policy acquisition
      costs......................................     (96.5)     (60.5)     (60.8)
     Decrease in reinsurance loan to affiliate...      27.8       31.8       37.8
     Net increase in universal life account
      balances...................................     164.7      126.4      130.8
     Increase in other insurance reserve
      liabilities................................      65.7       86.1       20.5
     Net increase in other liabilities and other
      assets.....................................      53.9        7.0       20.2
     Decrease in federal income taxes............     (11.7)      (3.7)     (11.8)
     Net accretion of discount on bonds..........     (77.9)     (88.1)     (75.2)
     Net realized capital gains..................      (1.5)      (9.5)     (13.4)
     Other, net..................................      (1.0)       0.2       (0.2)
                                                  ---------  ---------  ---------
       Net cash provided by operating activities.     206.6      179.5      100.1
                                                  ---------  ---------  ---------
   Cash Flows from Investing Activities:
     Proceeds from sales of:
       Debt securities available for sale........   3,593.8      473.9      543.3
       Equity securities.........................      93.1       89.6       50.6
     Investment maturities and collections of:
       Debt securities available for sale........   1,289.2    2,133.3    1,179.2
       Short-term investments....................      30.4       19.7        5.0
     Cost of investment purchases in:
       Debt securities...........................  (5,621.4)  (3,669.2)  (2,612.2)
       Equity securities.........................    (162.5)    (157.5)     (63.0)
       Short-term investments....................    (106.1)     (41.3)      (5.0)
       Limited partnership.......................     (25.0)       --         --
                                                  ---------  ---------  ---------
         Net cash used for investing activities..    (908.5)  (1,151.5)    (902.1)
                                                  ---------  ---------  ---------


   <PAGE>                              F-6
<PAGE>





















































   <PAGE>                              F-7
<PAGE>

   Cash Flows from Financing Activities:
     Deposits and interest credited for
      investment contracts.......................   1,737.8    2,117.8    1,619.6
     Withdrawals of investment contracts.........    (948.7)  (1,000.3)    (767.7)
                                                  ---------  ---------  ---------
         Net cash provided by financing
          activities.............................     789.1    1,117.5      851.9
                                                  ---------  ---------  ---------
   Net increase in cash and cash equivalents.....      87.2      145.5       49.9
   Cash and cash equivalents, beginning of year..     536.1      390.6      340.7
                                                  ---------  ---------  ---------
   Cash and cash equivalents, end of year........ $   623.3  $   536.1  $   390.6
                                                  =========  =========  =========
   Supplemental cash flow information:
     Income taxes paid, net...................... $    82.6  $    79.9  $    54.0
                                                  =========  =========  =========
   </TABLE>

   See Notes to Consolidated Financial Statements.

































   <PAGE>                              F-8
<PAGE>

            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A WHOLLY OWNED SUBSIDIARY OF AETNA LIFE AND CASUALTY COMPANY)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 1994, 1993, AND 1992


   1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

   Basis of Presentation

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

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

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

   Accounting Changes

    Accounting for Certain Investments in Debt and Equity Securities

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

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

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


   <PAGE>                              F-9
<PAGE>

            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A WHOLLY OWNED SUBSIDIARY OF AETNA LIFE AND CASUALTY COMPANY)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)



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

    Accounting for Income Taxes

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


    Postretirement Benefits Other Than Pensions

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

   Cash and Cash Equivalents

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


   Investments

    Debt Securities

   At December  31, 1994 and  1993, all  of the Company's  debt securities are
   classified  as  available  for  sale  and  carried  at  fair  value.  These
   securities are written  down (as realized losses) for other  than temporary
   decline in value. Unrealized gains and losses related to these  securities,


   <PAGE>                             F-10
<PAGE>

            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A WHOLLY OWNED SUBSIDIARY OF AETNA LIFE AND CASUALTY COMPANY)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)



   after deducting amounts  allocable to experience-rated contractholders  and
   related taxes, are reflected in shareholder's equity.

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

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

    Equity Securities

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

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




    Mortgage Loans and Policy Loans

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

    Limited Partnership

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

    Short-Term Investments


   <PAGE>                             F-11
<PAGE>

            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A WHOLLY OWNED SUBSIDIARY OF AETNA LIFE AND CASUALTY COMPANY)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)



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


   Deferred Policy Acquisition Costs

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
























   <PAGE>                             F-12
<PAGE>

            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A WHOLLY OWNED SUBSIDIARY OF AETNA LIFE AND CASUALTY COMPANY)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)



   Insurance Reserve Liabilities

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

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

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

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


   Premiums, Charges Assessed Against Policyholders, Benefits and Expenses

   Premiums  are  recorded  as  revenue  when  due  for  fixed  ordinary  life
   contracts.  Charges  assessed  against  policyholders'  funds  for cost  of
   insurance, surrender charges, actuarial margin and other fees  are recorded
   as  revenue  for  universal  life and  certain  annuity  contracts.  Policy


   <PAGE>                             F-13
<PAGE>

            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A WHOLLY OWNED SUBSIDIARY OF AETNA LIFE AND CASUALTY COMPANY)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)



   benefits and expenses  are recorded in relation to the  associated premiums
   or gross profit so as to result in recognition of profits over the expected
   lives of the contracts.


   Separate Accounts

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

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



   Federal Income Taxes

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



   <PAGE>                             F-14
<PAGE>

            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A WHOLLY OWNED SUBSIDIARY OF AETNA LIFE AND CASUALTY COMPANY)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
















































   <PAGE>                             F-15
<PAGE>

            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A WHOLLY OWNED SUBSIDIARY OF AETNA LIFE AND CASUALTY COMPANY)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)



   2. INVESTMENTS

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

   <TABLE>
   <CAPTION>
                                                      GROSS      GROSS
                                          AMORTIZED UNREALIZED UNREALIZED   FAIR
                                            COST      GAINS      LOSSES     VALUE
                                          --------- ---------- ---------- ---------
                                                         (millions)
   <S>                                    <C>       <C>        <C>        <C>
   U.S. Treasury securities and obliga-
    tions of U.S government agencies and
    corporations........................  $ 1,396.1   $  2.0     $ 84.2   $ 1,313.9
   Obligations of states and political
    subdivisions........................       37.9      1.2        --         39.1
   U.S. Corporate securities:
     Financial..........................    2,216.9      3.8      109.4     2,111.3
     Utilities..........................      100.1      --         7.9        92.2
     Other..............................    1,344.3      6.0       67.9     1,282.4
                                          ---------   ------     ------   ---------
       Total U.S. Corporate securities..    3,661.3      9.8      185.2     3,485.9
   Foreign securities:
     Government.........................      434.4      1.2       33.9       401.7
     Financial..........................      368.2      1.1       23.0       346.3
     Utilities..........................      204.4      2.5        9.5       197.4
     Other..............................       46.3      0.8        1.5        45.6
                                          ---------   ------     ------   ---------
       Total Foreign securities.........    1,053.3      5.6       67.9       991.0
   Residential mortgage-backed securi-
    ties:
     Residential pass-throughs..........      627.1     81.5        5.0       703.6
     Residential CMOs...................    2,671.0     32.9      139.4     2,564.5
                                          ---------   ------     ------   ---------
   Total Residential mortgage-backed se-
    curities............................    3,298.1    114.4      144.4     3,268.1
   Commercial/Multifamily mortgage-
    backed securities...................      435.0      0.2       21.3       413.9
                                          ---------   ------     ------   ---------
       Total Mortgage-backed securities.    3,733.1    114.6      165.7     3,682.0
   Other loan-backed securities.........      696.1      0.2       16.8       679.5


   <PAGE>                             F-16
<PAGE>

            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A WHOLLY OWNED SUBSIDIARY OF AETNA LIFE AND CASUALTY COMPANY)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)



                                          ---------   ------     ------   ---------
   Total debt securities available for
    sale................................  $10,577.8   $133.4     $519.8   $10,191.4
                                          =========   ======     ======   =========
   </TABLE>






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

   <TABLE>
   <CAPTION>
                                                      GROSS      GROSS
                                          AMORTIZED UNREALIZED UNREALIZED   FAIR
                                            COST      GAINS      LOSSES     VALUE
                                          --------- ---------- ---------- ---------
                                                         (millions)
   <S>                                    <C>       <C>        <C>        <C>
   U.S. Treasury securities and obliga-
    tions of U.S. government agencies
    and corporations....................  $  827.2    $ 19.4     $ 6.6    $   840.0
   Obligations of states and political
    subdivisions........................       0.5       --        --           0.5
   U.S. Corporate securities:
     Financial..........................     983.3      49.2       0.7      1,031.8
     Utilities..........................     141.2      12.4       --         153.6
     Other..............................     704.3      51.6       2.3        753.6
                                          --------    ------     -----    ---------
         Total U.S. Corporate securi-
          ties..........................   1,828.8     113.2       3.0      1,939.0
   Foreign securities:
     Government.........................     289.1      31.7       0.5        320.3
     Financial..........................     365.8      18.5       0.9        383.4
     Utilities..........................     206.2      28.9       0.1        235.0
     Other..............................      30.4       1.3       0.8         30.9
                                          --------    ------     -----    ---------
         Total Foreign securities.......     891.5      80.4       2.3        969.6
   Residential mortgage-backed securi-
    ties:


   <PAGE>                             F-17
<PAGE>

            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A WHOLLY OWNED SUBSIDIARY OF AETNA LIFE AND CASUALTY COMPANY)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)



     Residential pass-throughs..........   1,125.0     218.1       1.7      1,341.4
     Residential CMOs...................   4,868.7     318.1       1.1      5,185.7
                                          --------    ------     -----    ---------
   Total Residential mortgage-backed se-
    curities............................   5,993.7     536.2       2.8      6,527.1
   Commercial/Multifamily mortgage-
    backed securities...................     193.0      13.4       0.8        205.6
                                          --------    ------     -----    ---------
         Total Mortgage-backed securi-
          ties..........................   6,186.7     549.6       3.6      6,732.7
   Other loan-backed securities.........      49.2       0.2       0.2         49.2
                                          --------    ------     -----    ---------
   Total debt securities available for
    sale................................  $9,783.9    $762.8     $15.7    $10,531.0
                                          ========    ======     =====    =========
   </TABLE>

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


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

   <TABLE>
   <CAPTION>
                                                               AMORTIZED   FAIR
                                                                 COST      VALUE
                                                               --------- ---------
                                                                   (millions)
         <S>                                                   <C>       <C>
         Due to mature:
           One year or less................................... $   103.9 $   103.5
           After one year through five years..................   1,965.6   1,920.0
           After five years through ten years.................   2,371.3   2,207.0
           After ten years....................................   1,707.8   1,599.4
           Mortgage-backed securities.........................   3,733.1   3,682.0
           Other loan-backed securities.......................     696.1     679.5


   <PAGE>                             F-18
<PAGE>

            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A WHOLLY OWNED SUBSIDIARY OF AETNA LIFE AND CASUALTY COMPANY)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)



                                                               --------- ---------
             Total............................................ $10,577.8 $10,191.4
                                                               ========= =========
   </TABLE>

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

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

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

   <TABLE>
   <CAPTION>
                                                                  AMORTIZED  FAIR
         DEBT SECURITIES                                            COST    VALUE
         ---------------                                          --------- ------
                                                                     (millions)
         <S>                                                      <C>       <C>
         General Electric Capital Corporation....................  $264.9   $252.1
         General Motors Corporation..............................   167.8    161.7
         Society National Bank...................................   152.8    143.7
         Ford Motor Company......................................   144.7    142.3
         Associates Corporation of North America.................   132.9    131.1
         First Deposit Master Trust 1994-1A......................   114.9    112.1
   </TABLE>

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



   <PAGE>                             F-19
<PAGE>

            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A WHOLLY OWNED SUBSIDIARY OF AETNA LIFE AND CASUALTY COMPANY)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)



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

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

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

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


   <PAGE>                             F-20
<PAGE>

            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A WHOLLY OWNED SUBSIDIARY OF AETNA LIFE AND CASUALTY COMPANY)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)



   and  sequentials was mitigated by  purchasing offsetting positions  in IOs.
   During dramatic increases in interest rates, IOs would generate more future
   payments than originally anticipated.

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

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

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

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

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

   <TABLE>
   <CAPTION>
                                                               AMORTIZED   FAIR
                                                                 COST     VALUE
                                                               --------- --------
                                                                   (millions)


   <PAGE>                             F-21
<PAGE>

            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A WHOLLY OWNED SUBSIDIARY OF AETNA LIFE AND CASUALTY COMPANY)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)



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

   Investments in available for sale equity securities were as follows:

   <TABLE>
   <CAPTION>
                                                        GROSS      GROSS
                                                      UNREALIZED UNREALIZED  FAIR
                                               COST     GAINS      LOSSES    VALUE
                                              ------- ---------- ---------- -------
                                                           (millions)
      <S>                                     <C>     <C>        <C>        <C>
      1994
      Equity Securities...................... $ 230.5   $ 6.5       $7.9    $ 229.1
                                              -------   -----       ----    -------
      1993
      Equity Securities...................... $ 160.7   $12.0       $0.1    $ 172.6
                                              -------   -----       ----    -------
   </TABLE>

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


   Off-Balance Sheet Financial Instruments

   At December 31, 1993, the Company had $149.0 million in outstanding forward
   commitments to  purchase mortgage-backed  securities at  a specified future
   date and at a specified  price or yield. These instruments involve elements
   of market risk whereby future changes in market prices may make a financial


   <PAGE>                             F-22
<PAGE>

            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A WHOLLY OWNED SUBSIDIARY OF AETNA LIFE AND CASUALTY COMPANY)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)



   instrument less valuable. However, the difference between the fair value at
   which  the commitments can be  settled, and the contractual  value of these
   securities, was immaterial at December 31, 1993. There were no  outstanding
   forward commitments at December 31, 1994.

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






































   <PAGE>                             F-23
<PAGE>

            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A WHOLLY OWNED SUBSIDIARY OF AETNA LIFE AND CASUALTY COMPANY)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)



   3. CAPITAL GAINS AND LOSSES ON INVESTMENT OPERATIONS

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

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

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

   <TABLE>
   <CAPTION>
                                                                  1994 1993  1992
                                                                  ---- ----  -----
                                                                    (millions)
      <S>                                                         <C>  <C>   <C>
      Debt securities............................................ $1.0 $9.6  $12.9
      Equity securities..........................................  0.2   .1    0.5
      Mortgage loans.............................................  0.3 (0.2)   --
                                                                  ---- ----  -----
      Pretax realized capital gains.............................. $1.5 $9.5  $13.4
                                                                  ==== ====  =====
      After-tax realized capital gains........................... $1.0 $6.2  $ 8.8
                                                                  ==== ====  =====
   </TABLE>



   <PAGE>                             F-24
<PAGE>

            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A WHOLLY OWNED SUBSIDIARY OF AETNA LIFE AND CASUALTY COMPANY)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)



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










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

   <TABLE>
   <CAPTION>
                                                             1994     1993  1992
                                                            -------  ------ -----
                                                                 (millions)
      <S>                                                   <C>      <C>    <C>
      Debt securities...................................... $(242.1) $164.3 $ --
      Equity securities....................................   (13.3)   10.6  (0.1)
      Limited partnership..................................    (1.8)    --    --
                                                            -------  ------ -----
                                                             (257.2)  174.9  (0.1)
      Deferred federal income taxes (See Note 6)...........    46.3    61.2   --
                                                            -------  ------ -----
      Net change in unrealized capital gains (losses)...... $(303.5) $113.7 $(0.1)
                                                            =======  ====== =====
   </TABLE>

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




   <PAGE>                             F-25
<PAGE>

            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A WHOLLY OWNED SUBSIDIARY OF AETNA LIFE AND CASUALTY COMPANY)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)



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








































   <PAGE>                             F-26
<PAGE>

            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A WHOLLY OWNED SUBSIDIARY OF AETNA LIFE AND CASUALTY COMPANY)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)



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

   <TABLE>
   <CAPTION>
                                                            1994     1993    1992
                                                           -------  ------  ------
                                                                (millions)
      <S>                                                  <C>      <C>     <C>
      Debt securities
        Gross unrealized capital gains.................... $  27.4  $164.3  $  --
        Gross unrealized capital losses...................  (105.2)    --      --
                                                           -------  ------  ------
                                                             (77.8)  164.3     --
      Equity securities
        Gross unrealized capital gains....................     6.5    12.0     2.0
        Gross unrealized capital losses...................    (7.9)   (0.1)   (0.7)
                                                           -------  ------  ------
                                                              (1.4)   11.9     1.3
      Limited Partnership
        Gross unrealized capital gains....................     --      --      --
        Gross unrealized capital losses...................    (1.8)    --      --
                                                           -------  ------  ------
                                                              (1.8)    --      --
      Deferred federal income taxes (See Note 6)..........   108.0    61.7     0.5
                                                           -------  ------  ------
      Net unrealized capital gains (losses)............... $(189.0) $114.5  $  0.8
                                                           =======  ======  ======
   </TABLE>















   <PAGE>                             F-27
<PAGE>

            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A WHOLLY OWNED SUBSIDIARY OF AETNA LIFE AND CASUALTY COMPANY)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)



   4. NET INVESTMENT INCOME

   Sources of net investment income were as follows:

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

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















   <PAGE>                             F-28
<PAGE>

            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A WHOLLY OWNED SUBSIDIARY OF AETNA LIFE AND CASUALTY COMPANY)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)




   5. DIVIDEND RESTRICTIONS AND SHAREHOLDER'S EQUITY

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

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

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

























   <PAGE>                             F-29
<PAGE>

            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A WHOLLY OWNED SUBSIDIARY OF AETNA LIFE AND CASUALTY COMPANY)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)




   6. FEDERAL INCOME TAXES

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

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

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

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

   <TABLE>
   <CAPTION>
                                                             1994    1993    1992
                                                            ------  ------  ------
                                                                 (millions)
      <S>                                                   <C>     <C>     <C>
      Current taxes (benefits):
        Income from operations............................. $ 78.7  $ 87.1  $ 68.0
        Net realized capital gains.........................  (33.2)   18.1    18.1
                                                            ------  ------  ------
                                                              45.5   105.2    86.1
                                                            ------  ------  ------
      Deferred taxes (benefits):
        Income from operations.............................   (8.0)  (14.2)  (17.7)
        Net realized capital gains.........................   33.7   (14.8)  (13.5)
                                                            ------  ------  ------
                                                              25.7   (29.0)  (31.2)
                                                            ------  ------  ------
          Total............................................ $ 71.2  $ 76.2  $ 54.9
                                                            ======  ======  ======
   </TABLE>




   <PAGE>                             F-30
<PAGE>

            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A WHOLLY OWNED SUBSIDIARY OF AETNA LIFE AND CASUALTY COMPANY)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
















































   <PAGE>                             F-31
<PAGE>

            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A WHOLLY OWNED SUBSIDIARY OF AETNA LIFE AND CASUALTY COMPANY)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)




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

   <TABLE>
   <CAPTION>
                                                             1994    1993    1992
                                                            ------  ------  ------
                                                                 (millions)
      <S>                                                   <C>     <C>     <C>
      Income before federal income taxes................... $216.5  $219.1  $168.1
      Tax rate.............................................     35%     35%     34%
                                                            ------  ------  ------
      Application of the tax rate..........................   75.8    76.7    57.2
                                                            ------  ------  ------
      Tax effect of:
        Excludable dividends...............................   (8.6)   (8.7)   (6.4)
        Tax reserve adjustments............................    2.9     4.7     5.1
        Reinsurance transaction............................    1.9    (0.2)   (0.5)
        Tax rate change on deferred liabilities............    --      3.7     --
        Other, net.........................................   (0.8)    --     (0.5)
                                                            ------  ------  ------
          Income tax expense............................... $ 71.2  $ 76.2  $ 54.9
                                                            ======  ======  ======
   </TABLE>



















   <PAGE>                             F-32
<PAGE>

            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A WHOLLY OWNED SUBSIDIARY OF AETNA LIFE AND CASUALTY COMPANY)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)




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

   <TABLE>
   <CAPTION>
                                                                       1994   1993
                                                                      ------ ------
                                                                       (millions)
      <S>                                                             <C>    <C>
      Deferred tax assets:
        Insurance reserves........................................... $211.5 $195.4
        Net unrealized capital losses................................  136.3    --
        Investment losses not currently deductible...................   15.5   31.2
        Postretirement benefits other than pensions..................    8.4    8.6
        Impairment reserves..........................................    --     7.9
        Other........................................................   28.3   19.3
                                                                      ------ ------
          Total gross assets.........................................  400.0  262.4
      Less valuation allowance.......................................  136.3    --
                                                                      ------ ------
        Deferred tax assets net of valuation.........................  263.7  262.4
      Deferred tax liabilities:
        Deferred policy acquisition costs............................  385.2  355.2
        Unrealized losses allocable to experience-rated contracts....  108.0    --
        Market discount..............................................    3.6    5.4
        Net unrealized capital gains.................................    --    61.7
        Other........................................................    0.4    1.6
                                                                      ------ ------
          Total gross liabilities....................................  497.2  423.9
                                                                      ------ ------
          Net deferred tax liability................................. $233.5 $161.5
                                                                      ====== ======
   </TABLE>

   Net unrealized  capital gains  and losses  are presented  in  shareholder's
   equity net  of deferred taxes.  At December 31, 1994, $81.0  million of net
   unrealized capital  losses were  reflected in  shareholder's equity without
   deferred tax benefits. For federal income tax purposes, capital losses  are
   deductible  only against  capital gains in  the year of sale  or during the
   carryback and  carryforward periods  (three and  five years, respectively).
   Due to the  expected full  utilization of  capital gains  in the  carryback


   <PAGE>                             F-33
<PAGE>

            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A WHOLLY OWNED SUBSIDIARY OF AETNA LIFE AND CASUALTY COMPANY)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)



   period and the  uncertainty of future capital gains, a  valuation allowance
   of $28.3  million related  to the  net unrealized capital  losses has  been
   reflected  in  shareholder's  equity. In  addition,  $308.6 million  of net
   unrealized  capital losses  related to  experience-rated contracts  are not
   reflected  in shareholder's  equity since  such  losses,  if realized,  are
   allocable  to contractholders. However, the potential  loss of tax benefits
   on such  losses is the  risk of  the Company and  therefore would adversely
   affect  the  Company   rather  than  the  contractholder.  Accordingly,  an
   additional valuation  allowance of  $108.0 million  has  been reflected  in
   shareholder's  equity  as  of December  31,  1994.  Any  reversals  of  the
   valuation allowance  are contingent upon the recognition  of future capital
   gains  in  the  Company's  federal  income  tax  return  or  a   change  in
   circumstances which causes  the recognition of the benefits to  become more
   likely  than not.  Non-recognition  of  the deferred  tax benefits  on  net
   unrealized losses described above had no impact on net income for 1994, but
   has the potential to  adversely affect  future results if  such losses  are
   realized.

   The "Policyholders' Surplus  Account," which arose under prior tax  law, is
   generally that portion of a life insurance company's statutory income  that
   has  not been  subject to  taxation. As  of December  31, 1983,  no further
   additions could  be made  to  the Policyholders'  Surplus Account  for  tax
   return  purposes under  the Deficit Reduction Act  of 1984.  The balance in
   such account  was approximately $17.2  million at December  31, 1994.  This
   amount  would be taxed only  under certain conditions. No income taxes have
   been provided on this amount since management believes the conditions under
   which such taxes would become payable are remote.

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











   <PAGE>                             F-34
<PAGE>

            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A WHOLLY OWNED SUBSIDIARY OF AETNA LIFE AND CASUALTY COMPANY)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)




   7. BENEFIT PLANS

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

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

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

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

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




   <PAGE>                             F-35
<PAGE>

            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A WHOLLY OWNED SUBSIDIARY OF AETNA LIFE AND CASUALTY COMPANY)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)



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

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

   Incentive  Savings  Plan  -- Substantially  all  employees are  eligible to
   participate in  a savings plan under  which designated contributions, which
   may  be invested in common stock of Aetna or certain other investments, are
   matched, up to  5% of compensation, by  Aetna. Pretax charges to operations
   for the incentive savings  plan were  $3.3 million, $3.1  million and  $2.8
   million in 1994, 1993 and 1992, respectively.

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


















   <PAGE>                             F-36
<PAGE>

            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A WHOLLY OWNED SUBSIDIARY OF AETNA LIFE AND CASUALTY COMPANY)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)




   8. RELATED PARTY TRANSACTIONS

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

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

   Since  1981, all  domestic individual  non-participating life  insurance of
   Aetna  and its  subsidiaries  has  been issued  by the  Company.  Effective
   December  31, 1988, the  Company entered into a  reinsurance agreement with
   Aetna Life Insurance  Company ("Aetna Life") in which substantially  all of
   the  non- participating  individual life  and  annuity business  written by
   Aetna  Life prior  to 1981  was assumed  by the  Company. A  $108.0 million
   commission, paid by the Company to Aetna  Life in 1988, was capitalized  as
   deferred  policy  acquisition  costs.  The  Company  maintained   insurance
   reserves of $690.3 million  and $711.0 million as of December 31,  1994 and
   1993, respectively, relating to the  business assumed. In consideration for
   the assumption  of this  business, a loan  was established  relating to the
   assets held by Aetna Life which support the insurance reserves. The loan is
   being reduced  in accordance with the  decrease in  the reserves. The  fair
   value of this loan was $630.3 million and $685.8 million as of December 31,
   1994  and  1993, respectively,  and  is based  upon the  fair value  of the
   underlying assets.  Premiums  of $32.8  million, $33.3  million  and  $36.8



   <PAGE>                             F-37
<PAGE>

            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A WHOLLY OWNED SUBSIDIARY OF AETNA LIFE AND CASUALTY COMPANY)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)



   million and current and future benefits of $43.8 million, $55.4 million and
   $47.2 million were assumed in 1994, 1993 and 1992, respectively.

   Investment income  of $51.5 million,  $53.3 million and  $56.7 million  was
   generated from the reinsurance  loan to affiliate  in 1994, 1993 and  1992,
   respectively. Net income of approximately $25.1 million, $13.6  million and
   $21.7  million  resulted  from this  agreement  in  1994,  1993  and  1992,
   respectively.

   On December 16, 1988, the Company  assumed $25.0 million of premium revenue
   from  Aetna Life for the  purchase and administration  of a life contingent
   single premium variable payout  annuity contract. In addition, the  Company
   also is responsible for administering fixed annuity payments that are  made
   to annuitants receiving variable  payments. Reserves of  $24.2 million  and
   $27.8 million were maintained for this contract as of December 31, 1994 and
   1993, respectively.

   Effective February 1,  1992, the Company increased its retention  limit per
   individual  life to $2.0  million and entered into  a reinsurance agreement
   with  Aetna Life  to reinsure  amounts in  excess  of this  limit, up  to a
   maximum  of $8.0 million on any  new individual life business,  on a yearly
   renewable term basis.  Premium amounts related to this agreement  for 1994,
   1993 and 1992 were immaterial.

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

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

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

   Substantially  all of  the  administrative and  support  functions  of  the
   Company are provided by Aetna and its affiliates. The financial  statements



   <PAGE>                             F-38
<PAGE>

            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A WHOLLY OWNED SUBSIDIARY OF AETNA LIFE AND CASUALTY COMPANY)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)



   reflect  allocated   charges  for   these  services   based  upon  measures
   appropriate for the type and nature of service provided.











































   <PAGE>                             F-39
<PAGE>

            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A WHOLLY OWNED SUBSIDIARY OF AETNA LIFE AND CASUALTY COMPANY)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)




   9. REINSURANCE

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

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

   <TABLE>
   <CAPTION>
                                                       CEDED TO   ASSUMED
                                                DIRECT   OTHER   FROM OTHER  NET
                                                AMOUNT COMPANIES COMPANIES  AMOUNT
                                                ------ --------- ---------- ------
                                                            (millions)
   <S>                                          <C>    <C>       <C>        <C>
   1994
   Premiums:
     Life Insurance............................ $ 25.8   $ 6.0     $32.8    $ 52.6
     Accident and Health Insurance.............   10.8     9.3       --        1.5
     Annuities.................................   69.9     --        0.2      70.1
                                                ------   -----     -----    ------
       Total earned premiums................... $106.5   $15.3     $33.0    $124.2
                                                ======   =====     =====    ======
   1993
   Premiums:
     Life Insurance............................ $ 20.9   $ 5.6     $33.3    $ 48.6
     Accident and Health Insurance.............   14.4    12.9       --        1.5
     Annuities.................................   31.3     --        0.7      32.0
                                                ------   -----     -----    ------
       Total earned premiums................... $ 66.6   $18.5     $34.0    $ 82.1
                                                ======   =====     =====    ======
   1992
   Premiums:
     Life Insurance............................ $ 20.8   $ 5.2     $36.8    $ 52.4


   <PAGE>                             F-40
<PAGE>

            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A WHOLLY OWNED SUBSIDIARY OF AETNA LIFE AND CASUALTY COMPANY)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)



     Accident and Health Insurance.............   15.1    13.7       --        1.4
     Annuities.................................   18.4     --        0.3      18.7
                                                ------   -----     -----    ------
       Total earned premiums................... $ 54.3   $18.9     $37.1    $ 72.5
                                                ======   =====     =====    ======
   </TABLE>







































   <PAGE>                             F-41
<PAGE>

            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A WHOLLY OWNED SUBSIDIARY OF AETNA LIFE AND CASUALTY COMPANY)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)




   10. FINANCIAL INSTRUMENTS

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

   <TABLE>
   <CAPTION>
                                                   1994                1993
                                            ------------------- -------------------
                                            CARRYING    FAIR    CARRYING    FAIR
                                              VALUE     VALUE     VALUE     VALUE
                                            --------- --------- --------- ---------
                                                          (millions)
   <S>                                      <C>       <C>       <C>       <C>
   Assets:
     Cash and cash equivalents............. $   623.3 $   623.3 $   536.1 $   536.1
     Short-term investments................      98.0      98.0      22.6      22.6
     Debt securities.......................  10,191.4  10,191.4  10,531.0  10,531.0
     Equity securities.....................     229.1     229.1     172.6     172.6
     Limited partnership...................      24.4      24.4       --        --
     Mortgage loans........................       9.9       9.9      10.1      10.1
   Liabilities:
     Investment contract liabilities:
       With a fixed maturity...............     826.7     833.5     733.3     795.6
       Without a fixed maturity............   8,074.9   7,870.4   8,196.4   8,099.3
   </TABLE>

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

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


   <PAGE>                             F-42
<PAGE>

            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A WHOLLY OWNED SUBSIDIARY OF AETNA LIFE AND CASUALTY COMPANY)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)



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

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

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

   Investment contract liabilities (included in Policyholders' Funds Left With
   the Company): With a fixed maturity: Fair value is estimated by discounting
   cash flows at interest rates currently  being offered by, or  available to,
   the Company for similar contracts.

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

















   <PAGE>                             F-43
<PAGE>

            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A WHOLLY OWNED SUBSIDIARY OF AETNA LIFE AND CASUALTY COMPANY)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)




   11. SEGMENT INFORMATION

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

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

   <TABLE>
   <CAPTION>
                                                       1994      1993      1992
                                                     --------- --------- ---------
                                                              (millions)
   <S>                                               <C>       <C>       <C>
   Revenue:
     Life insurance................................. $   386.1 $   371.7 $   363.6
     Financial services.............................     946.1     892.8     812.5
                                                     --------- --------- ---------
       Total revenue................................ $ 1,332.2 $ 1,264.5 $ 1,176.1
                                                     ========= ========= =========
   Income from continuing operations before income
    taxes and cumulative effect adjustments:
     Life insurance................................. $    96.8 $    98.0 $    74.6
     Financial services.............................     119.7     121.1      93.5
                                                     --------- --------- ---------
       Total income from continuing operations be-
        fore income taxes and cumulative effect ad-
        justments................................... $   216.5 $   219.1 $   168.1


   <PAGE>                             F-44
<PAGE>

            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A WHOLLY OWNED SUBSIDIARY OF AETNA LIFE AND CASUALTY COMPANY)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)



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


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



















   <PAGE>                             F-45
<PAGE>


                                     PART C
                                OTHER INFORMATION

   Item 24. Financial Statements and Exhibits

   (a)      Financial Statements:
      (1)   Included in Part A:
            Condensed Financial Information

      (2)   Included in Part B:
            Financial Statements of Variable Annuity Account G:
            .     Independent Auditors' Report
            .     Statement of Assets and Liabilities as of December 31, 1994
            .     Statement of Operations for the year ended December 31, 1994
            .     Statements  of  Changes in  Net Assets  for the  years ended
                  December 31, 1994 and 1993
            .     Notes to Financial Statements
            Financial Statements of the Depositor:
            .     Independent Auditors' Report
            .     Consolidated Balance sheets as of December 31, 1994 and 1993
            .     Consolidated  Statements  of  Income  for  the  years  ended
                  December 31, 1994, 1993 and 1992
            .     Consolidated  Statements of Changes  in Shareholder's Equity
                  for the years ended December 31, 1994, 1993 and 1992
            .     Consolidated Statements  of Cash  Flows for the  years ended
                  December 31, 1994, 1993 and 1992
            .     Notes to Consolidated Financial Statements

   (b)      Exhibits:
      (1)         Resolution of the Board of Directors of Aetna Life Insurance
                  and Annuity Company establishing Variable Annuity Account G
      (2)         Not Applicable
      (3)         Form of Selling Agreement/1/
      (4.1)       Form of Variable Annuity Contract
      (4.2)       Form of Non-qualified Annuity Contract Endorsement
      (4.3)       Form of Restriction on Transferability Endorsement
      (4.4)       Form  of Amendment  to  Contract  for Systematic  Withdrawal
                  Program
      (4.5)       Form of Amendment to 408(b) Contract
      (4.6)       Form of Amendment to 403(b) Contract
      (4.7)       Form of Rehabilitation Endorsement
      (4.8)       Form of Assumption Certificate
      (5)         Form of Variable Annuity Contract Application/1/
      (6)         Certification of Incorporation and By-Laws of Depositor/2/
      (7)         Not applicable
      (8)         Fund Participation Agreement/1/
      (9)         Opinion of Counsel/1/
      (10.1)      Consent of Independent Auditors of CLIAC Separate Account A



   <PAGE>                              C-1
<PAGE>

      (10.2)      Consent of Independent Auditors  of Aetna Life Insurance and
                  Annuity Company
      (10.3)      Consent of Counsel/1/
      (11)        Not applicable
      (12)        Not applicable
      (13)        Not applicable
      (14)        Not applicable
      (15.1)      Power of Attorney/3/
      (15.2)      Authorization for Signatures/1/
      (27)        Financial Data Schedule

   /1/      To be filed by amendment
   /2/      Incorporated by  reference to  Post-Effective Amendment No.  58 to
            Registration Statement  on Form  N-4 (File  No.  2-52449 filed  on
            February 28, 1994
   /3/      Included in signature pages of this Registration Statement

   Item 25.  Directors and Officers of the Depositor
            Name and Principal             Positions and Offices with Depositor
            Business Address*

Daniel P. Kearney                   Director and President

Gary G. Benanav                     Director
Christopher J. Burns                Director and Senior Vice President, Life

Laura R. Estes                      Director and Senior Vice President, ALIAC
                                        Pensions
Shaun P. Mathews                    Director and Senior Vice President,
                                        Strategic Markets and Products

Scott A. Striegel                   Director and Senior Vice President,
                                        Annuity

James C. Hamilton                   Director, Vice President and Treasurer
    Dominick J. Agostino                Director and Senior Vice President and
                                        Chief Financial Officer

John Y. Kim                         Director and Senior Vice President, ALIAC
                                        Investments
Robert E. Broatch                   Senior Vice President and Corporate
                                        Controller

Zoe Baird                           Senior Vice President and General Counsel

Fred J. Franklin                    Vice President and Chief Compliance
                                        Officer
Susan E. Schechter                  Corporate Secretary and Counsel




   <PAGE>                              C-2
<PAGE>

   *  The principal business address  of all directors and officers  listed is
      151 Farmington Avenue, Hartford, Connecticut 06156


   Item 26.  Persons Controlled  by or Under Common Control with the Depositor
   or Registrant

      Incorporated  herein  by  reference  to Exhibit  24(c)  to  Registration
   Statement on Form N-4 (File No. 33-88720) filed on January 20, 1995.


   Item 27.  Number of contract Owners

      As  of June 30, 1995,  there were approximately  7200 contract owners of
   variable annuity contracts funded  through Variable Annuity Account G (4400
   non-qualified contracts and 2800 qualified contracts).




































   <PAGE>                              C-3
<PAGE>

   Item 28.  Indemnification

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

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

      Consistent  with  the  statute,  Aetna  Life  and Casualty  Company  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, which supplements
   the indemnification rights provided by C.G.S. Section 33-320a to the extent
   such coverage does not violate public policy.


   Item 29.  Principal Underwriter

   (a)      In  addition to  serving  as  the  principal underwriter  for  the
            Registrant, Aetna Life Insurance  and Annuity Company (Aetna) also
            acts as  the principal  underwriter for  Variable Life  Account B,
            Variable  Annuity  Account  B   and  Variable  Annuity  Account  C
            (separate accounts of Aetna registered as unit investment trusts),
            and  Separate Account  I (a  separate  account of  Aetna Insurance
            Company  of  America  registered  as  a  unit  investment  trust).
            Additionally, Aetna  is the investment adviser  for Aetna Variable
            Fund,  Aetna  Income Shares,  Aetna  Variable  Encore Fund,  Aetna
            Investment  Advisers Fund, Inc., Series B of Aetna GET Fund, Aetna
            Series Fund, Inc. and  Aetna Generation Portfolios, Inc. Aetna  is


   <PAGE>                              C-4
<PAGE>

            also the depositor  of Variable Life  Account B, Variable  Annuity
            Account B and Variable Annuity Account C.

   (b)      See Item 25 regarding the Depositor.

   (c)      Compensation as of December 31, 1994:














































   <PAGE>                              C-5
<PAGE>

   <TABLE>
   <CAPTIONS>
   (1)              (2)              (3)               (4)            (5)

   <S>              <C>              <C>               <C>            <C>

                    Net
   Name of          Underwriting     Compensation on
   Principal        Discounts and    Redemption or     Brokerage
   Underwriter      Commissions      Annuitization     Commissions    Compensation
   ___________      ___________      ______________    ___________    ____________
   Aetna Life
   Insurance and
   Annuity Company  -0-              -0-               -0-            -0-

   </TABLE>



   Item 30.  Location of Accounts and Records

      All records concerning contract owners of Variable Annuity Account G are
   located at the home office of the Depositor as follows:

                    Aetna Life Insurance and Annuity Company
                              151 Farmington Avenue
                           Hartford, Connecticut 06156


   Item 31.  Management Services

      Not applicable


   Item 32.  Undertakings


   (a)      Registrant hereby undertakes to file a post-effective amendment to
            this  registration  statement  on Form  N-4  as  frequently as  is
            necessary  to ensure that the audited  financial statements in the
            registration  statement are never more than sixteen months old for
            as  long as purchase payments  under the variable annuity contract
            may be accepted.

   (b)      Registrant  hereby undertakes  to  include a  postcard or  similar
            written  communication affixed  to or  included in  the prospectus
            that a holder of  the variable annuity contract can remove to send
            for a Statement of Additional Information.




   <PAGE>                              C-6
<PAGE>

   (c)      Registrant  hereby   undertakes  to   deliver  any  Statement   of
            Additional Information and any financial statements required to be
            made available under this  Form N-4 promptly upon written  or oral
            request.

   (d)      The Company hereby represents that it is relying upon and complies
            with  the provisions  of  Paragraph (1)  through  (4) of  the  SEC
            Staff's  No-Action letter dated November 22,  1988 with respect to
            language  concerning withdrawal  restrictions applicable  to plans
            established  pursuant to  Section 403(b)  of the  Internal Revenue
            Code.   See  American  Counsel of  Life  Insurance; SEC  No-Action
            Letter,  [1989 Transfer Binder] Fed. SEC. L. Rep. (CCH) (P) 78,904
            at 78,523 (November 22, 1988).

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




















   <PAGE>                              C-7
<PAGE>

                                   SIGNATURES

      As required  by  the  Securities  Act  of  1933,  as  amended,  and  the
   Investment  Company  Act  of 1940,  as  amended, the  Registrant,  Variable
   Annuity Account G  of Aetna Life Insurance  and Annuity Company, has caused
   this  Registration Statement  to be  signed on  its behalf  in the  City of
   Hartford, State of Connecticut, on the ___ day of _______________, 1995.

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

                            By:  AETNA LIFE INSURANCE AND ANNUITY
                               COMPANY
                                (Depositor)

                            By:  
                              ____________________________________
                              Daniel P. Kearney
                              President


      As required by the Securities Act of 1933, as amended, this Registration
   Statement  on Form  N-4 has  been signed  by the  following persons  in the
   capacities and on the dates indicated.  Each person whose signature appears
   below hereby constitutes  and appoints Susan E. Bryant, Steven  J. Lauwers,
   Julie E. Rockmore, Josephine Cicchetti and James F. Jorden and each of them
   individually, such person's true and lawful attorneys and agents with  full
   power  of substitution and resubstitution, for him or her and in his or her
   name, place and  stead in any and  all capacities, to sign  for such person
   and in such  person's name and  capacity as  indicated below,  any and  all
   amendments including, but  not limited to, pre-effective and post-effective
   amendments to this  Registration Statement, hereby ratifying and confirming
   such  person's signature as it  may be signed by said  attorneys to any and
   all such amendments.

   Signature                           Title




   /s/ Daniel P. Kearney *             Director and President
   __________________________________  (principal executive officer)
   Daniel P. Kearney








   <PAGE>                              C-8
<PAGE>

   Signature                           Title




                                       Director Senior Vice
   __________________________________  President and Chief Financial
   Dominick J. Agostino                Officer (principal accounting
                                       and financial officer




   /s/ James C. Hamilton *             Director
   __________________________________
   James C. Hamilton



   /s/ Gary G. Benanav *               Director
   __________________________________
   Gary G. Benanav




   /s/ Christopher J. Burns *          Director
   __________________________________
   Christopher J. Burns



                                       Director
   __________________________________
   Laura R. Estes




   /s/ John Y. Kim *                   Director
   __________________________________
   John Y. Kim




   /s/ Shaun P. Mathews *              Director
   __________________________________
   Shaun P. Mathews



   <PAGE>                              C-9
<PAGE>

   Signature                           Title




   /s/ Scott A. Striegel *             Director
   __________________________________
   Scott A. Striegel


   * Consitutes a majority of the members of the Board of Directors.









































   <PAGE>                             C-10
<PAGE>

                                      VARIABLE ANNUITY ACCOUNT G
   <TABLE>
   <CAPTION>

   EXHIBIT INDEX


   Exhibit                                                  Page 
   Number                   Description                           Number
   _______        _______________________________________         _______
   <S>            <C>                                             <C>
     (1)          Resolution of the Board of Directors of 
                  Aetna Life Insurance and Annuity Company 
                  establishing Variable Annuity Account G         __________

     (2)          Not Applicable

     (3)          Form of Selling Agreement/1/

     (4.1)        Form of Variable Annuity Contract               __________

     (4.2)        Form of Non-qualified Annuity Contract 
                  Endorsement                                     __________

     (4.3)        Form of Restriction on Transferability 
                  Endorsement                                     __________

     (4.4)        Form of Amendment to Contract for Systematic 
                  Withdrawal Program                              __________

     (4.5)        Form of Amendment to 408(b) Contract            __________

     (4.6)        Form of Amendment to 403(b) Contract            __________

     (4.7)        Form of Rehabilitation Endorsement              __________

     (4.8)        Form of Assumption Certificate                  __________

     (5)          Form of Variable Annuity Contract 
                  Application/1/

     (6)          Certification of Incorporation and By-Laws of 
                  Depositor/2/

     (7)          Not applicable

     (8)          Fund Participation Agreement/1/

     (9)          Opinion of Counsel/1/



                                                  1
<PAGE>

     (10.1)       Consent of Independent Auditors of CLIAC 
                  Separate Account A                              __________

     (10.2)       Consent of Independent Auditors of Aetna Life 
                  Insurance and Annuity Company                   __________

     (10.2)       Consent of Counsel/1/

     (11)         Not applicable

     (12)         Not applicable

     (13)         Not applicable

     (14)         Not applicable

     (15.1)       Power of Attorney/3/

     (15.2)       Authorization for Signatures/1/

     (27)         Financial Data Schedule                         __________

   _______________

   /1/            To be filed by amendment

   /2/            Incorporated  by reference  to Post-Effective  Amendment  No. 58  to Registration
                  Statement on Form N-4 (File No. 2-52449 filed on February 28, 1994

   /3/            Included in signature pages of the Registration Statement



   </TABLE>


















   <PAGE>                               2

<PAGE>
                                            Exhibit 1


     I, Susan E. Schechter, Corporate Secretary for Aetna Life Insurance and
Annuity Company (the "Company"), hereby certify that the following resolution
was adopted by the Board of Directors in accordance with applicable Connecticut
law on June 17, 1992, and that such resolution has not been rescinded and is 
still in full force and effect:



           That the head of each Strategic Business Unit (SBU) that
           markets contracts or product issued by this Company, or
           his or her delegate, is hereby authorized, acting on
           this Company's behalf, to cause the establishment of one
           or more separate accounts under Connecticut insurance
           law for the purpose of funding contracts primarily
           marketed by that SBU, and to make any filings under
           applicable law and to take any other action which may be
           deemed necessary or appropriate to the operations of any
           such separate account.


Date:  August 17, 1995               /s/Susan E. Schechter     
                                            Susan E. Schechter
                                            Corporate Secretary



























































   <PAGE>
<PAGE>

                                                                   Exhibit 4.1

                CONFEDERATION LIFE INSURANCE AND ANNUITY COMPANY
                         Home Office - Atlanta, Georgia


   We  agree to  pay the  benefits of  this Contract  in  accordance with  its
   provisions.

   Please  read this Contract carefully.   It is a legal  Contract between you
   and our Company.

   Right to Examine Contract Period.  It  is important that you are  satisfied
   with this Contract.  You have ten days after you receive it to decide if it
   meets your needs.  If you are  not satisfied, you may return this  Contract
   with written notice to us or to our agent.  If this Contract is received or
   postmarked before midnight of the  tenth day after it was delivered to you,
   we will  cancel it from the beginning.  Within  seven days after we receive
   this Contract  at our  Home Office, we  will refund the  greater of  A or B
   whereas

      A     is the entire initial Deposit paid.
      B     is the Value of the Accumulation Account on the day the request is
            received plus any charges deducted  for State Taxes, mortality and
            expense   risk  charges,   administration  fees,   and  investment
            management fees.

   Signed for  Confederation Life  Insurance and  Annuity Company at  Atlanta,
   Georgia, on the Date of Issue.

            [Signature appears here]      [Signature appears here]

                  President                     Secretary



                       DEFERRED VARIABLE ANNUITY CONTRACT

                     Annuity Payments Begin on Annuity Date
                Initial Deposit Payable as Shown on the Data Page
             Additional Deposits Allowed Subject to our Requirements
                Value of Separate Account Increases or Decreases
                         Depending on Investment Results
                     (See "Separate Account and Unit Value"
                            section of this Contract)
                     Fixed Account Credited with Interest -
                        Guaranteed Minimum Interest Rate
                                NONPARTICIPATING

   SVA.890                                      Examined.........


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                                 CONTRACT INDEX



                              Page

   Additional Deposits  . . . . .  8      Interest . . . . . . . . . . . .  10

   Annual Contract Fee  . . . . . 10      Misstated Age or Sex . . . . . .   6

   Annual Contract Report . . . .  6      Net Investment Factor. . . . . .   9

   Annuitant . . . . . . .. . . .  7      Owner  . . . . . . . . . . . . .   7

   Annuity Benefit  . . . . . . . 14      Partial Annuity Benefit. . . . .  14

   Annuity Date  .  . . . . . . .  5      Separate Account . . . . . . .  8, 9

   Annuity Options  . . . .   14, 15      State Taxes  . . . . . . . . . .   8

   Annuity Tables .. . . . . . .  17      Subaccount   . . . . . . . . . .  10

   Assignment  . . . . . . . . . . 7      Surrender  . . . . . . . . . . .  11

   Beneficiary . . . . . . . . . . 7      Surrender Charge . . . . . .  11, 12

   Change of Owners. . . . . . . . 7      Surrender Value  . . . . . . . .  11

   Contract Details Page . . . . . 7      Transfers  . . . . . . . . . . .  12

   Data Pages  . . . . . . . . .  3B      Unit and Unit Value  . . . . . .   9

   Death Proce . . . . . .  . 13, 14      Value of Accumulation Account  .   9

   Definitions . . . . . . . .  4, 5      Withdrawal   . . . . . . . . . .  11

   Deposits .  . . . . . . . . .   8

   Deposit Allocation .. . . . .   8

   Dollar Cost Averaging Option  12, 13

   Fixed Account  . . .. . . . .  10




   Any  amendments or endorsements  and a  copy of the application  follow the
   final contract provisions.



   <PAGE>
<PAGE>

                                    DATA PAGE
   - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -


   DEFERRED VARIABLE ANNUITY CONTRACT

   ANNUITY OPTION:                  FIXED   LIFE   ANNUITY   WITH   GUARANTEED
                                    PAYMENTS  FOR  TEN YEARS  UNLESS INDICATED
                                    OTHERWISE  ON  THE  APPLICATION  OR  LATER
                                    CHANGED

   ANNUITY DATE:              JANUARY 05, 2029

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


   OWNER:                     MARY J. DOE1
   BENEFICIARY:               AS  STATED  IN  THE  APPLICATION   UNLESS  LATER
                              CHANGED

   INTEREST RATE FOR
   FIXED ACCOUNT:             THE INTEREST RATE WILL  NEVER BE LESS THAN 4.5%.
                              THE CURRENT  RATE TO  BE CREDITED TO  ANY AMOUNT
                              ALLOCATED TO THE FIXED ACCOUNT IS GUARANTEED FOR
                              TWO YEARS  FROM THE DATE OF  DEPOSIT OR TRANSFER
                              INTO THE FIXED ACCOUNT.

                              AT THE  END OF  EACH TWO  YEAR PERIOD, THE  THEN
                              CURRENT INTEREST RATE WILL BE GUARANTEED FOR THE
                              NEXT TWO YEAR PERIOD.

   SURRENDER CHARGE                 PERIOD OF TIME SINCE          SURRENDER
   CHARGE
   PERCENTAGES:               DATE OF DEPOSIT               PERCENTAGES      
                              _______________               _________________
                              FIRST TWO YEARS                     6.0%
                              THREE YEARS                         5.0%
                              FOUR YEARS                          4.0%
                              FIVE YEARS                          3.0%
                              THEREAFTER                          0.0%

   ANNUAL CONTRACT FEE:       $30.00



   TYPE OF PLAN:              IRA

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




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   ANNUITANT:           MARY J. DOE1      ISSUE AGE:        31 FEMALE

   INITIAL DEPOSIT:     $35,000.00        CONTRACT DATE:    JANUARY 05, 1995

   CONTRACT NUMBER:     06807290          DATE OF ISSUE:    JANUARY 06, 1995


                CONFEDERATION LIFE INSURANCE AND ANNUITY COMPANY
                  260 INTERSTATE NORTH, ATLANTA, GEORGIA 30339


                                     PAGE 3








































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                              DATA PAGE (CONTINUED)
   - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -


                               DEPOSIT ALLOCATION

   SUBACCOUNTS:   MONEY FUND                          10%
                  HIGH INCOME FUND                    10%
                  BOND FUND                           10%
                  CAPITAL APPRECIATION FUND           10%
                  GROWTH FUND                         20%
                  MULTIPLE STRATEGIES FUND            10%
                  GLOBAL SECURITIES FUND              10%
                  STRATEGIC BOND FUND                 10%

   FIXED ACCOUNT: FIXED ACCOUNT                       10%

                  TOTAL                              100%



   DURING THE RIGHT  TO EXAMINE CONTRACT PERIOD,  THE INITIAL NET DEPOSIT WILL
   BE  ALLOCATED TO  THE  MONEY  FUND SUBACCOUNT.    DURING  THIS  PERIOD,  NO
   TRANSFERS OR WITHDRAWALS WILL BE PERMITTED.

   AFTER THE  RIGHT TO EXAMINE CONTRACT PERIOD, ALL DEPOSITS WILL BE ALLOCATED
   AS SPECIFIED ABOVE, UNLESS LATER CHANGED.








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


   ANNUITANT:           MARY J. DOE1      ISSUE AGE:        31 FEMALE

   INITIAL DEPOSIT:     $35,000.00        CONTRACT DATE:    JANUARY 05, 1995

   CONTRACT NUMBER:     06807290          DATE OF ISSUE:    JANUARY 06, 1995


                CONFEDERATION LIFE INSURANCE AND ANNUITY COMPANY
                  260 INTERSTATE NORTH, ATLANTA, GEORGIA 30339





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                                     Page 3A













































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                                CONTRACT DETAILS
   - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -



   ADDITIONAL DEPOSIT:

      MAXIMUM NUMBER PER CONTRACT YEAR                      UNLIMITED

      MINIMUM AMOUNT OF DEPOSITS                            $100

      MAXIMUM TOTAL AMOUNT OF DEPOSITS AND TRANSFERS
      INTO FIXED ACCOUNT PRIOR TO ANNUITY DATE              $250,000


   TRANSFERS AND WITHDRAWALS:

      MINIMUM AMOUNT OF TRANSFER OR WITHDRAWAL              LESSER OF $500 OR
                                                            VALUE OF ACCOUNT

      MAXIMUM NUMBER OF TRANSFERS AMONG SUBACCOUNTS
      AND/OR INTO THE FIXED ACCOUNT PER CONTRACT YEAR       UNLIMITED

      MAXIMUM NUMBER OF WITHDRAWALS PER CONTRACT YEAR       4


   TRANSACTIONS FROM FIXED ACCOUNT:

      TRANSACTIONS ARE NOT ALLOWED DURING THE FIRST
      CONTRACT YEAR

      MAXIMUM NUMBER OF TRANSACTIONS FROM FIXED ACCOUNT     1 TRANSFER OR
      PER CONTRACT YEAR                                     1 WITHDRAWAL OR
                                                            1 PARTIAL ANNUITY
                                                              BENEFIT

      MAXIMUM DOLLAR AMOUNT OF TRANSACTION
      IF FIXED ACCOUNT EXCEEDS $2,000                       25% OF FIXED
                                                            ACCOUNT VALUE













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                                     Page 3B













































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                                   DEFINITIONS

   Accumulation   The Accumulation Account is the account to which your Net
   Account        Deposits  are  credited.    The Value  of  the  Accumulation
                  Account refers to the combined value of your Contract in all
                  of the  Subaccounts of  the Separate  Account and  the Fixed
                  Account.

   Annual         The Annual Contract Fee is a fee for maintaining records
   Contract       and providing services.  The Annual Contract Fee is shown on

   Fee            the Data Page.

   Annuitant      The  Annuitant  is  the person  on  whose  life  the annuity
                  payments are  based and who  receives the payments  under an
                  Annuity Option, unless otherwise designated.   The Annuitant
                  is as shown on the Data Page unless later changed.

   Annuity Date   The Annuity Date  is the  date on which  the Annuity  Option
                  begins.  It is shown on the Data Page unless later changed.

   Annuity Option An Annuity Option is the method chosen by you to pay out the
                  Annuity Value on the Annuity Date.

   Annuity Value  The Annuity Value is  the Value of the  Accumulation Account
                  on the Annuity Date less the Annual Contract Fee due on that
                  date and any applicable State Taxes.

   Beneficiary    The Beneficiary is  the person designated by  you to receive
                  benefits in the  event of  your death prior  to the  Annuity
                  Date or  to receive any remaining  guaranteed payments under
                  an Annuity Option in the event of the death of the Annuitant
                  after the Annuity Date.

   Contingent     The Contingent Annuitant is the person designated to become
   Annuitant      the Annuitant in the event of the Annuitant's death prior to
                  the Annuity Date.

   Contract Date, The Contract Date is shown on the Data Page and is the date
   Years, and     the Contract  becomes effective.  Each  Contract Year starts
                  on
   Anniversaries  the same  day and month as the Contract Date.  The first day
                  of each Contract Year is the Contract Anniversary.

   Date of Issue  The Date  of  Issue is  the date  on which  the Contract  is
                  issued at the Home Office.

   Deposit and    A Deposit is a premium or purchase payment made to us as 
   Net Deposit    consideration for the benefits provided by this Contract.  A
                  Net Deposit  is that  portion of  each  premium or  purchase


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<PAGE>

                  payment which is credited  to the Accumulation Account after
                  the deduction for State Taxes, if any.

   Deposit        The Deposit Allocation is the election you make which
   Allocation     indicates the percentage of your Net Deposits to be credited
                  to  each Subaccount of the Separate Account and to the Fixed
                  Account.

   Fixed Account  The  Fixed  Account  is  a  part  of  our  General  Account,
                  consisting of assets  from contracts such as this one, which
                  are not allocated to the Separate Account.
   SVA.890                                                              Page 4








































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   General        The General Account represents our corporate assets
   Account        other   than  those  aggregated   in  any  separate  account
                  established by us.

   Home Office    The Home Office means our Home Office in Atlanta, Georgia.

   Partial        A Partial Annuity Benefit is a Withdrawal of a portion
   Annuity        of the Accumulation Account used to purchase a single 
   Benefit        premium immediate annuity with us or one of our affiliates.

   Portfolio      A Portfolio refers to a division of the Fund in which assets
                  of a corresponding Subaccount are invested.

   Separate       The CLIAC Separate Account A is the name of the Separate 
   Account        Account established and maintained  by us for the investment
                  of the portion  of our  assets from contracts  such as  this
                  one, which are not allocated to the Fixed Account.

   State Taxes    State  Taxes  refer  to  premium taxes  imposed  by  certain
                  jurisdictions  on   Deposits  when  received,   from  values
                  withdrawn  or  surrendered,  or  from values  applied  to  a
                  Partial Annuity Benefit or an Annuity Option.

   Subaccount     A  Subaccount is a division of the Separate Account to which
                  Net Deposits may be  allocated.  Each Subaccount  invests in
                  shares of a corresponding Portfolio of the Fund.

   Surrender      The  Surrender Charge is a  charge which may  be deducted in
   the 
   Charge         event of a Withdrawal or Surrender.

   Surrender      The Surrender Value is equal to A - B - C - D where:
   Value                A     is the Value of the Accumulation Account.
                        B     is any State Taxes, if imposed by law.
                        C     is the Surrender Charge, if applicable.
                        D     is  the Annual  Contract  Fee  for  the  current
                              Contract Year.
   Unit and       A Unit is a standard of measurement used to determine your
   Unit Value     value  in each Subaccount prior  to the Annuity  Date.  Each
                  Subaccount has a distinct Unit Value which may vary from one
                  Valuation Period to the next.

   Valuation Date A Valuation Date is  each day that both  the New York  Stock
                  Exchange  and  Confederation   Life  Insurance  and  Annuity
                  Company are open for business.

   Valuation      A Valuation Period is the period of time between two 
   Period         consecutive  Valuation  Dates, commencing  at  the close  of
                  business  on one Valuation Date  and ending at  the close of
                  business on the next Valuation Date.


   <PAGE>
<PAGE>

   We, Our,       We, our and us mean Confederation Life Insurance and 
   and Us         Annuity Company.

   Withdrawal     A Withdrawal refers  to the  surrender of a  portion of  the
                  Value of the Accumulation Account.

   Written        A Written Request means a request in writing, signed by you,
   Request        and submitted to our Home Office in a form acceptable to us.

   you and your   You and your mean the Owner of this Contract.
   SVA.890                                                              Page 5









































   <PAGE>
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                               GENERAL PROVISIONS


   The Contract   This Contract is issued  in consideration of the application
                  and payment of  the initial  Deposit.   The entire  Contract
                  consists of:

                        1.    the annuity Contract;
                        2.    the application,  a copy of  which is  attached;
                              and
                        3.    any amendments and endorsements.

                  All statements in the application are deemed representations
                  and not warranties.   We will not use any  statement to void
                  this Contract or to  deny a claim unless it is  contained in
                  the application.  No terms of this Contract can be waived or
                  changed  without  the  written  consent  of  two  authorized
                  officers of our Company.

   Incontestability     This Contract is incontestable.

   Loans          Loans are not permitted.

   Currency       All  payments  made to  and  by  us will  be  in the  lawful
                  currency of the United States.

   Misstated Age  Annuity payments  are calculated on the  assumption that the
   age
   or Sex         and sex of the Annuitant  are correctly stated.  If  the age
                  or sex of the  Annuitant has been misstated, we  will adjust
                  the payments  to the  amount which  the Annuity  Value would
                  have  purchased  based upon  the correct  age  and sex.   If
                  annuity payments  have  already  been  paid by  us  when  we
                  discover  the  misstated  age/sex, future  payments  will be
                  adjusted   in   number/amount   for   any   overpayment   or
                  underpayment of the previous annuity payments.

   Annual Contract      Prior  to the  Annuity Date, we  will send  you annual
   contract
   Report         reports which indicate:

                        1.    the Value of the Accumulation Account at the end
                              of the period shown on the report;
                        2.    the  Surrender Value  at the  end of  the period
                              shown on the report;
                        3.    the Annual Contract Fee;
                        4.    additional Deposits, if any, made since the last
                              report;


   <PAGE>
<PAGE>

                        5.    Withdrawals  and Transfers  made since  the last
                              report, including any charges;
                        6.    the  amount of  interest credited  to the  Fixed
                              Account since the last report;
                        7.    the amount of any gains or losses experienced by
                              the Subaccounts since the last report; and
                        8.    any  additional  information   as  required   by
                              applicable law or regulation.




   SVA.890                                                        Page 6







































   <PAGE>
<PAGE>



   Deferment            Payment  of any  Withdrawal,  Surrender,  or lump  sum
                        Death
   Proceeds from  of  Payment the  Separate  Account will  occur within  seven
                  days.  We may be permitted to defer such payment if:

                  1.    the  New York Stock Exchange is  closed for other than
                        usual weekends or holidays, or trading on the exchange
                        is otherwise restricted;
                  2.    an emergency  exists as defined by  the Securities and
                        Exchange Commission; or
                  3.    the Securities and Exchange Commission permits a delay
                        for protection of contract owners.

   Taxes                In the event  that we  incur Federal  or state  income
                        taxes  due  to  investment  income  or  capital  gains
                        retained as part of  the reserves under this Contract,
                        your  Value  of  the   Accumulation  Account  will  be
                        adjusted accordingly.

   SVA.890                                                    Page 6 continued






























   <PAGE>
<PAGE>

                        OWNER, BENEFICIARY, AND ANNUITANT

   Owner          The Owner of this Contract is as shown on the Data Page.  As
                  Owner, you  exercise all  rights and privileges  provided in
                  this  Contract, subject  to the  terms of any  assignment or
                  irrevocable beneficiary designation.

   Beneficiary    The Beneficiary is the person designated to receive:
                  1.    the Death Proceeds  if your death occurs prior  to the
                        Annuity Date; or
                  2.    any  remaining guaranteed  payments  under an  Annuity
                        Option if the Annuitant dies after the Annuity Date.

                  The Beneficiary is as stated in the application unless later
                  changed.  Unless stated otherwise, if there is more than one
                  Beneficiary  living  at  the  time  of  your  death  or  the
                  Annuitant's death, each will be paid an  equal share.  If no
                  Beneficiary is living at the time of your death prior to the
                  Annuity Date, Death  Proceeds will be  paid to your  estate.
                  If no Beneficiary is  living at the time of  the Annuitant's
                  death  after  the  Annuity  Date, any  remaining  guaranteed
                  payments will be paid to the estate of the Annuitant.

                  If the Beneficiary  dies at the  time of or  within 15  days
                  after your  death or the Annuitant's  death (as applicable),
                  and  before the  Death Proceeds  or any  guaranteed payments
                  have  been  paid,  payments  will  be  made  as  though  the
                  Beneficiary had died first.

   Annuitant and  The Annuitant and Contingent Annuitant are as stated in the
   Contingent     application  unless later  changed.   If the  Annuitant dies
   prior
   Annuitant      to the  Annuity Date,  the Contingent Annuitant  will become
   the                  Annuitant.  At the time of the Annuitant's death if a 
                  Contingent Annuitant  has not been  named or is  not living,
                  you will become the Annuitant.

   Change of      Anytime prior to the Annuity Date, you may:
   Annuitant,           1.    change the Annuitant;
   Contingent           2.    name a Contingent Annuitant;
   Annuitant, and       3.    change the Contingent Annuitant; and
   Beneficiary          4.    change the Beneficiary.
                  After the Annuity Date, you may change only the Beneficiary.

                  Written request for  the change  must be filed  at our  Home
                  Office.  When  we receive  the Written Request  at our  Home
                  Office,  the change will be effective on the date you signed
                  the request.  Any change will  be subject to any payment  or
                  other action taken by us before we record the change.



   <PAGE>
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   Assignment and You may assign this Contract prior to the Annuity Date.  An
   Change of      assignment is a transfer of all or some of the contractual
   Owner          rights and privileges to someone else.  A change of owner is
                  an absolute assignment.

                  We will not be bound by any assignment until a copy of it is
                  filed at our Home  Office.  We assume no  responsibility for
                  the  validity  of  an  assignment  or  the  extent   of  the
                  Assignee's interest.  If you assign this Contract, both your
                  rights  and the rights of  any Annuitant and Beneficiary may
                  be subject to those of the Assignee.
   SVA.890                                                              Page 7








































   <PAGE>
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                                    DEPOSITS
   Initial        The initial Deposit is shown on the Data Page is
   Deposit        required to put this Contract in force.  The initial Deposit
                  is due on or before the Date of Issue.  Payment must be made
                  to our Home Office or to our agent.  We will issue a receipt
                  if  requested.   If  a check  or draft  is not  honored, the
                  Deposit remains unpaid.

   Additional     We will allow additional Deposits prior to the Annuity Date.

   Deposits       Each additional Deposit will  be subject to our requirements
                  at the time the Deposit is made.  The requirements in effect
                  at  the  time  this Contract  is  issued  are  shown on  the
                  Contract Details page.   We reserve the right to  modify the
                  requirements.  Additional Deposits will not be permitted:

                        1.    during the Right to Examine Contract Period;
                        2.    after the Annuity Date; or
                        3.    after your death.

   Deposit        The Deposit Allocation for the initial Deposit is stated on
   Allocation     the Data Page.   You  may change the  allocation by  Written
                  Request when  additional Deposits are  made or at  any other
                  time.   In  the  event an  allocation  is not  changed,  the
                  additional  Deposit will  be applied  according to  the most
                  recent allocation on record with us.

                  Your Net Deposits  will be credited to the Subaccount and/or
                  Fixed Account  based on the  Deposit Allocation.   Unless we
                  agree  otherwise,  each allocation  must  be  made in  whole
                  percentages of not less than 10%.

   State Taxes    The  state  in which  you  reside  may  impose  a tax.    If
                  applicable,  the  tax  will  be deducted  either  from  each
                  Deposit   when   received,   from   amounts   withdrawn   or
                  surrendered, or from values applied to an Annuity Option, as
                  imposed by law.  On the date this Contract is issued, if the
                  state imposed a tax on Deposits, the State Tax Percentage is
                  shown  on the Data  Page.  If  this is not  a requirement in
                  your  state, no State Tax  Percentage will be  shown.  State
                  Tax requirements are subject  to change.  The amount  of any
                  such  tax will  depend  on factors  such  as your  state  of
                  residence and the laws  of that state.  We reserve the right
                  to  deduct any  future  State Taxes  from your  Accumulation
                  Account.

                         SEPARATE ACCOUNT AND UNIT VALUE

   Separate       The CLIAC Separate Account A has been established by us as a



   <PAGE>
<PAGE>

   Account        separate account  pursuant to Georgia law  and is registered
                  as a unit investment trust  under the Investment Company Act
                  of 1940.

                  The  assets  of the  Separate Account  are  owned by  us and
                  obligations   under  this  Contract   are  our  obligations.
                  However,  these assets  are held  separately from  our other
                  assets and  are not chargeable with  liabilities arising out
                  of  any of  our other  business (except  to the  extent that
                  assets in the Separate Account exceed the reserves and other
                  liabilities of the Separate Account.)   We reserve the right
                  to  use  profits  of  the  Separate  Account, in  excess  of
                  reserves and liabilities, for any purpose.
   SVA.890                                                              Page 8






































   <PAGE>
<PAGE>

                  Investment income, as well  as realized and unrealized gains
                  or  losses from  the  assets of  the  Separate Account,  are
                  credited to or charged  against the Separate Account without
                  regard  to the income, gains,  or losses arising  out of any
                  other  business we may conduct.  As a result, the investment
                  performance  of the Separate Account is entirely independent
                  of the investment performance of the  General Account or any
                  other separate account maintained by us.

                  The Separate  Account consists  of a number  of Subaccounts.
                  Assets  of each  Subaccount  are invested  in  corresponding
                  Portfolios  of the Fund.   The Fund refers  to a mutual fund
                  which   offers  a   series  of  portfolios   with  different
                  investment  objectives.   The Fund  is registered  under the
                  Investment Company Act  of 1940 as an  open end, diversified
                  management investment company.

                  We  have the right to add, substitute, or delete Subaccounts
                  subject to review by  the Securities and Exchange Commission
                  and other regulatory authorities or bodies, where required.

   Unit Value     Each Subaccount has a Unit Value which varies from one
   and Net        Valuation  Period to the next.  The net investment factor is
                  an
   Investment     index which measures the investment performance of a
   Factor         Subaccount from one Valuation Period to the next.

                  On any Valuation  Date, the  Unit Value of  a Subaccount  is
                  determined by  multiplying the  Unit Value for  the previous
                  Valuation Period by the net  investment factor for the  then
                  current Valuation Period.

   Calculation of To calculate the net investment factor, the net asset value
   Net Investment per share must be determined.  The net asset value per share

   Factor         is the  current market value  per share of  the assets of  a
                  Portfolio  after the deduction  of the investment management
                  fee and other charges.

                  The net investment factor for each Subaccount is equal to (A
                  + B) - C where:
                    A   is the net result of:
                        (1)   the net  asset value per share  of the Portfolio
                              shares held in the Subaccount determined  at the
                              end of the current Valuation Period; plus
                        (2)   the per share amount of any dividend and capital
                              gains distributions made by the Portfolio shares
                              if  the  "ex-dividend"  date  occurs  during the
                              current Valuation Period; plus or minus
                        (3)   a charge or credit, if any for taxes.


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<PAGE>

                     B  is the net result of:
                        (1)   the net  asset value per share  of the Portfolio
                              shares held  in the Subaccount determined  as of
                              the end of  the immediately preceding  Valuation
                              Period; plus or minus
                        (2)   a charge or credit, if any for taxes.
                        C     is  a factor  representing charges  deducted for
                              mortality  and  expense risk  and administration
                              fees.  Such actor  is a daily charge equal  to a
                              percentage  of  the  daily asset  value  of  the
                              Subaccount.
   SVA.890                                                              Page 9








































   <PAGE>
<PAGE>

                               VALUES AND INTEREST

   Value of       The Value of the Accumulation  Account on the Contract  Date
                  is
   Accumulation   equal  to the  initial  Net Deposit  you  paid.   After  the
                  Contract
   Account        Date and anytime prior to the Annuity Date, the Value of the
                  Accumulation Account is equal to A + B where:
                        A     is  the   value   of  this   Contract   in   the
                              Subaccounts.
                        B     is the  amount accumulated for  this Contract in
                              the Fixed Account.

                  The  portion   of  your  Net  Deposits   allocated  to  each
                  Subaccount  will purchase  Units  in that  Subaccount.   The
                  number  of  Units  purchased  in  each  Subaccount  for  the
                  Valuation Period during which a Net Deposit is credited will
                  be calculated as A + B where:
                        A     is the amount of your Net Deposit allocated to a
                              Subaccount.
                        B     is  the Unit  Value of  that Subaccount  for the
                              Valuation Period.

   Value of       Your value  in each  Subaccount after  the Contract  Date is
                  equal
   Subaccount           to  the  number  of   your  Units  in  the  Subaccount
                        multiplied  by  the Unit  Value  of the  corresponding
                        Subaccount for the current Valuation Period.  The Unit
                        Value will vary from one  Valuation Period to the next
                        based on the investment performance of the Subaccount.

                  The number  of your Units  in each Subaccount  will increase
                  due to  Net Deposits allocated and  amounts transferred into
                  it.   The  number  of your  Units  in each  Subaccount  will
                  decrease  due  to  amounts charged,  deducted,  transferred,
                  and/or withdrawn from it.

   Value of Fixed Your  value in  the  Fixed Account  at  any time  after  the
                  Contract
   Account        Date is equal to A - B where:
                        A     is the  amount added to the Fixed Account due to
                              Deposits, Transfers, and interest credits.
                        B     is the  amount deducted  from the Fixed  Account
                              due to amounts  charged, deducted,  transferred,
                              and/or withdrawn from it.

                  The  requirements for  Deposits, Transfers,  and Withdrawals
                  involving  the  Fixed  Account  are shown  on  the  Contract
                  Details  page.     We  reserve  the  right   to  modify  the
                  requirements.


   <PAGE>
<PAGE>

   Interest on Fixed    Any  portion  of your  initial  Net  Deposit which  is
                        allocated to
   Account        the Fixed Account will  be credited with interest guaranteed
                  for  two  years from  the date  of  allocation to  the Fixed
                  Account.  Each additional Deposit or Transfer into the Fixed
                  Account will be credited with the then current interest rate
                  which  will be  guaranteed for  two years  from the  date of
                  Deposit or Transfer.   At the end  of each two year  period,
                  the  then current interest  rate will be  guaranteed for the
                  next  two year period.  The interest  rate will be less than
                  4.5% per year.




   SVA.890                                                             Page 10




































   <PAGE>
<PAGE>


   Annual         The Annual Contract Fee is deducted on each Contract
   Contract Fee   Anniversary  prior  to the  Annuity  Date  for the  previous
                  Contract Year and on the Annuity  Date.  If the Contract  is
                  surrendered,  the Annual  Contract Fee  is deducted  for the
                  Contract Year in  which the surrender occurred.   The charge
                  is deducted proportionately to your value in each Subaccount
                  and the Fixed Account.












































   <PAGE>
<PAGE>

   SVA.890                                                   Page 10 continued



















































   <PAGE>
<PAGE>

                            WITHDRAWAL AND SURRENDER

   Withdrawal     Prior  to the Annuity Date you may, by Written Request, make
                  Withdrawals  from the  Accumulation  Account.   The  maximum
                  number of  Withdrawals permitted each Contract  Year and the
                  minimum amount of each Withdrawal  are shown on the Contract
                  Details  page.    We   reserve  the  right  to   modify  the
                  requirements.

                  Withdrawals will not be permitted:

                        1.    during the Right to Examine Contract Period;
                        2.    from the Fixed Account during the first Contract
                              Year;
                        3.    after the Annuity Date; or
                        4.    after your death.

                  Only one  Withdrawal, Transfer, or  Partial Annuity  Benefit
                  from the Fixed Account will be allowed per Contract Year.

                  If your request for  a Withdrawal will reduce your  value in
                  the Fixed Account to  an amount below $2,000, you  will have
                  the option  to withdraw  the entire remaining  Fixed Account
                  balance, subject to Surrender Charges, if applicable.

                  Withdrawals  and any  applicable Surrender  Charges will  be
                  deducted  from the Value of the Accumulation Account to less
                  than  $2,000,  we  reserve  the  right  to  treat  it  as  a
                  Surrender.  Such payment will be in full settlement and will
                  terminate this Contract.

   Free           There will be no Surrender Charge imposed on the first 
   Withdrawal     Withdrawal made in a Contract Year if it does not exceed 10%
                  of the total Deposits made.  If the first Withdrawal exceeds
                  this amount,  the Surrender Charge  is applied  only to  the
                  excess  portion.   Withdrawals consisting  of  Deposits made
                  prior  to the last five  years are not  subject to Surrender
                  Charges.

   Surrender      Prior to  the Annuity Date, you may  surrender this Contract
                  for  the Surrender Value.  You must submit a Written Request
                  for Surrender and return this Contract to us.  The Surrender
                  Value will be  based on the  Unit Values at  the end of  the
                  Valuation  Period  during  which  the  surrender request  is
                  received.   We may defer  payment of any  Surrender from the
                  Fixed Account for up to six months from the date  we receive
                  your Written Request.

   Surrender      The Surrender Value is equal to A - B - C - D where:
   Value


   <PAGE>
<PAGE>

                        A     is the Value of the Accumulation Account.
                        B     is any State Taxes, if imposed by law.
                        C     is the Surrender Charges, if applicable.
                        D     is  the  Annual  Contract  Fee  for  the current
                              Contract Year.

   Surrender      The length of time from receipt of a Deposit to  the time of
                  a
   Charge         Withdrawal  or  Surrender  determines  the  amount   of  the
                  Surrender Charge.  For this purpose, Deposits will be deemed
                  to  be withdrawn or surrendered  in the order  in which they
                  are  received.    All  Withdrawals  or  Surrenders  will  be
                  deducted first from Deposits and then from amounts in excess
                  of Deposits.
   SVA.890                                                             Page 11





































   <PAGE>
<PAGE>

                  A  Surrender  Charge Percentage  is  used  to determine  the
                  amount  of  the  Surrender  Charge.   The  Surrender  Charge
                  Percentages are shown on the  Data Page.  These  percentages
                  change to the  number of years elapsed since the date of the
                  Deposit.

                  No  Surrender  Charge.    No  Surrender  Charge  is  imposed
                  against:

                        1.    that   portion  of   the  first   Withdrawal  or
                              Surrender made in a Contract Year which does not
                              exceed 10% of the total Deposits made.
                        2.    Withdrawals or Surrenders consisting of Deposits
                              which were made prior to the last five years.
                        3.    the Annuity Value on the Annuity Date.
                        4.    any portion of the Accumulation Account which is
                              applied to a Partial Annuity Benefit.
                        5.    any  amounts withdrawn or  surrendered in excess
                              of total Deposits.
                        6.    any  distribution  made as  the  result of  your
                              death.


                                    TRANSFERS

   Transfers      Anytime prior  to the Annuity  Date, you  may transfer  your
                  values among  the Subaccounts and the  Fixed Account subject
                  to the requirements shown on the Contract Details page.

                  Transfers  to  or from  the Fixed  Account  must be  made by
                  Written  Request.   Transfers among  the Subaccounts  may be
                  made  by  Written  Request  or  telephone  request, provided
                  telephone Transfers have been authorized.

                  The  number  of  Units  deducted  from  or  credited   to  a
                  Subaccount  will   be  determined  by  dividing  the  amount
                  transferred   by  the  Unit   Value  of   the  corresponding
                  Subaccount on the Valuation Date of the Transfer.

                  We reserve  the right to  charge a fee  for Transfers  or to
                  modify the Transfer privilege.

                  Transfers will not be permitted:

                        1.    during the Right to Examine Contract Period;
                        2.    from the Fixed Account during the first Contract
                              Year;
                        3.    after the Annuity Date; or
                        4.    after your death.



   <PAGE>
<PAGE>

                  If your request for a Transfer will reduce your value in the
                  Fixed Account to an  amount below $2,000, you will  have the
                  option  to  transfer  the  entire  remaining  Fixed  Account
                  balance.

                  If your request for a Transfer will reduce your value in the
                  Fixed Account to an  amount below $2,000, you will  have the
                  option  to  transfer  the  entire  remaining  Fixed  Account
                  balance.

   Dollar Cost    You have the right to elect the Dollar Cost Averaging Option
   Averaging      anytime prior to the Annuity Date.
   Option

   SVA.890                                                             Page 12





































   <PAGE>
<PAGE>

                  In order to put this  option in force, we must receive  your
                  Written Request, and the  Money Fund Subaccount must contain
                  a sufficient amount to cover twelve monthly Transfers.  Each
                  month this option  is in effect,  money will be  transferred
                  from  the  Money  Fund  Subaccount and  allocated  to  other
                  Subaccounts as specified by you.  Each Transfer to or from a
                  Subaccount must be at least $50.00.  Transfers of only whole
                  dollar amounts  will be allowed.   Transfers into  the Fixed
                  Account are not allowed under this option.

                  At anytime by Written Request, you may change:

                        1.    the amount being transferred from the Money Fund
                              Subaccount; or
                        2.    the amounts allocated to the Subaccounts.

                  After your request is processed, the Transfers will begin on
                  the first  Valuation Date  of each calendar  month; however,
                  Transfers will not begin until the Right to Examine Contract
                  Period has expired.   Transfers will continue to be  made on
                  an automatic basis each month until the  amount remaining in
                  the Money  Fund Subaccount  is  not sufficient  to make  the
                  specified Transfer.  We will notify you at least twenty days
                  before  the last  Transfer  for which  funds are  available.
                  This  Dollar Cost  Averaging  Option will  remain in  effect
                  until:

                        1.    amounts  in  the Money  Fund Subaccount  are not
                              sufficient to make another Transfer; or
                        2.    your  Written Request to  cancel this  option is
                              received by us.

                  We do not  impose a separate charge for this  option nor for
                  making Transfers under this option.


                                 DEATH PROCEEDS

   Death Proceeds If  your  death occurs  prior  to age  85 and  prior  to the
                  Annuity   Date,  Death   Proceeds  will   be  paid   to  the
                  Beneficiary.   The amount payable to the Beneficiary will be
                  the greatest of:
                        1.    the  sum of  Deposits  less  prior  Withdrawals,
                              applicable    Surrender    Charges   on    prior
                              Withdrawals,  and values applied  to the Partial
                              Annuity Benefit; or
                        2.    the Value of the Accumulation Account; or
                        3.    the adjusted  death benefit  on the date  it was
                              last   established,   plus  Deposits   and  less
                              Withdrawals,  applicable  Surrender  Charges  on


   <PAGE>
<PAGE>

                              Withdrawals, and values  applied to the  Partial
                              Annuity Benefit occurring since that date.   The
                              adjusted death benefit will be established every
                              five  years starting  with  the  fifth  Contract
                              Anniversary  and will  equal  the  Value of  the
                              Accumulation    Account    on   that    Contract
                              Anniversary.

                  If your death occurs on or after you attain age 85 and prior
                  to the Annuity Date, the Death Proceeds will be equal to the
                  Value of the Accumulation Account.

   SVA.890                                                             Page 13







































   <PAGE>
<PAGE>

                  We  will calculate the Death  Proceeds on the  date which is
                  the earlier of:

                        1.    60 days from the date proof of death is received
                              by us; or
                        2.    the  date  we  receive  proof of  death  and  an
                              election   from   the  Beneficiary   to  receive
                              payments under  an Annuity Option or  a lump sum
                              payment.











































   <PAGE>
<PAGE>







   SVA.890                                                   Page 13 continued













































   <PAGE>
<PAGE>

                  We will make payment within seven days of the date the Death
                  Proceeds   are  calculated  unless   we  are  authorized  by
                  appropriate regulatory authorities to defer payment.  Unless
                  elected otherwise prior  to the end of the 60 day period, we
                  will make  payments to  the Beneficiary under  the Automatic
                  Annuity  Option.   However, if  the life  expectancy of  the
                  Beneficiary as  of the date  of your death is  less than ten
                  years,  the Death  Proceeds  will be  paid  in a  series  of
                  payments  for as long as the Beneficiary is living, with the
                  payments guaranteed for five years.

                  A  lump sum payment  to the  Beneficiary will  terminate our
                  liability under this Contract.

                  To  the extent  permitted by  law, no  payment we make  to a
                  Beneficiary will be subject to the claims of any creditors.

   Suicide        If  you commit  suicide within  two years  from the  Date of
   Issue, Exclusion     and    prior    to     the    Annuity    Date,     our
                        liability  will  be  limited   to  the  Value  of  the
                        Accumulation Account.

                                 ANNUITY BENEFIT
   Partial        Prior to the Annuity Date, you may withdraw a portion of the
   Annuity        Accumulation Account and apply it to an Annuity Option.  If
   Benefit        you  exercise  this option,  we  will  not impose  Surrender
                  Charges.   You  must apply  a minimum  of $10,000  from this
                  Contract to purchase a single premium immediate annuity with
                  us or one of our affiliates.   You may not elect the Partial
                  Annuity  Benefit if doing so  will reduce the  Value of your
                  Accumulation Account to  less than $2,000,  or if an  annual
                  annuity payment will be less than $100.

                  If your request  for a Partial  Annuity Benefit will  reduce
                  your value in the  Fixed Account to an amount  below $2,000,
                  you  have the  option to  apply  the entire  remaining Fixed
                  Account balance to the Partial Annuity Benefit.

   Annuity        As  of  the  Annuity  Date,  the  variable feature  of  this
   Contract  Benefit          will    cease.      The   Annuity   Value   will
                              bee  paid  in  the   form  of  a  fixed  annuity
                              according to the Annuity  Option you choose.  If
                              the Annuity  Value is  less than $2,000,  we may
                              pay  the Annuity  Value  in a  lump sum  payment
                              instead  of applying  it to  an Annuity  Option.
                              Such payment will be in full settlement and will
                              terminate this Contract.

   Annuity        Option 1, Annuity Certain:   We will make equal  payments to
                  the


   <PAGE>
<PAGE>

   Options        Annuitant  for a guaranteed term which cannot be less than 5
                  years nor more than 30 years.  If the Annuitant  dies before
                  the  end of the  guaranteed term, payments  will continue to
                  the Beneficiary for the duration of the guaranteed term.

                  Option 2, Life Only or Life with  Term Certain: We will make
                  equal  payments  to  the  Annuitant during  the  Annuitant's
                  lifetime.  An election may be made to guarantee payments for
                  a term of 10 or 20 years.   If the Annuitant dies before the
                  end of any  guaranteed term, payments  will continue to  the
                  Beneficiary  for the duration of the guaranteed term.  If no
                  guaranteed term  is selected,  payments will cease  upon the
                  death of the Annuitant.

   SVA.890                                                             Page 14





































   <PAGE>
<PAGE>

                  Option 3, Joint and Survivor Annuity:  We will make payments
                  to  the Annuitant or Joint Annuitant while either of them is
                  living.   A Joint Annuitant  must be named  at the time this
                  option is chosen.  The age and sex of both the Annuitant and
                  the  Joint Annuitant will be used to determine payments.  If
                  one Annuitant dies, payments  will continue to the surviving
                  Annuitant.    Payments  will cease  upon  the  death of  the
                  Annuitant last to die.

                  The minimum  guaranteed monthly  payments for  these options
                  are  shown  in the  Annuity Tables.    In addition  to these
                  options, you may choose any other Annuity Option agreed upon
                  by us.

   Automatic      If  you  have  not chosen  an  Annuity  Option,  and if  the
                  Annuitant
   Annuity        is  living  on  the  Annuity  Date,  payments  will be  made
                  according
   Option         to Annuity Option 2 with payments guaranteed for 10 years.

   Interest Rate  The guaranteed interest rate for all Annuity Options is 4.5%
   For Annuity    per year.  We may use an interest rate in excess of the
   Options        guaranteed rate.

   Payments       Payments  are determined  according  to the  Annuity  Option
                  chosen,  the age and sex of the Annuitant, and the frequency
                  of  payments.    At  the  time  an  Annuity  Option  becomes
                  effective, we will  require proof of the Annuitant's age and
                  sex.   The age used  to calculate payments  under an Annuity
                  Option will be the Annuitant's  age nearest birthday on  the
                  Annuity Date.

                  At  the time  the Annuity  Option begins,  payments will  be
                  calculated and will remain fixed, using the greater of:

                        1.    the rates  guaranteed for the Annuity Options in
                              this Contract; or
                        2.    the rates for the  Annuity Options which we then
                              offer to this class of contracts.

                  Payments will be made  to the Annuitant on an  annual, semi-
                  annual,  quarterly, or  monthly basis.   We  may change  the
                  payment frequency so that each payment is at lest $100.  If,
                  after changing the frequency, the payment on an annual basis
                  is less than $100, we will pay the Annuity Value as a single
                  sum.    Such payment  will be  in  full settlement  and will
                  terminate this Contract.

   Annuity Date   Unless elected otherwise, the Annuity Date will be the later
                  of   the  tenth   Contract  Anniversary   or   the  Contract


   <PAGE>
<PAGE>

                  Anniversary nearest  the Annuitant's  65th birthday.   In no
                  event  will the  Annuity  Date be  later  than the  Contract
                  Anniversary nearest the Annuitant's 85th birthday.

   Changing       You may change the Annuity Option or Annuity Date by Written
   Annuity        Request.  Written Request must be received:
   Option or Date
                  1.    at  least  30  days  before  the  previously  selected
                        Annuity Date; and
                  2.    at least 30 days before the new Annuity Date.
                  Without our approval, the Annuity  Date cannot be changed to
                  be  earlier  than  the  tenth Contract  Anniversary  if  the
                  Annuitant's issue age is 75 years or less, or later than the
                  Contract Anniversary nearest the Annuitant's 85th birthday.
   SVA.890                                                             Page 15





































   <PAGE>
<PAGE>

   Proof of       We may require proof that the Annuitant or Beneficiary is
   Survival       living  when  payment  is  contingent  upon   such  person's
                  survival.    If  proof  of  the  person's  survival  is  not
                  furnished, we may suspend the payments.

                  When we receive  proof that the Annuitant  or Beneficiary is
                  living,  we will make the payments which were due during the
                  period of  suspension.   Such payments will  accumulate with
                  interest and will be paid  in a lump sum.  Interest  will be
                  credited at  the  rate  we have  declared  for  proceeds  on
                  deposit with  us at that time.   We will then  resume future
                  payments, if any.








































   <PAGE>
<PAGE>







   SVA.890                                                             Page 16













































   <PAGE>
<PAGE>



                                 ANNUITY TABLES

      Values for any age, sex, or duration not shown will be furnished upon
   request.

   <TABLE>
   <CAPTION>

     OPTION 1 - ANNUITY CERTAIN                   OPTION 2 - LIFE ONLY or LIFE WITH TERM CERTAIN
     Monthly payment, per $1,000 of               Monthly payment, per $1,000 of Annuity Value, payable
     Annuity Value, payable for the               during the lifetime of the Annuitant, guaranteed for
     number of years specified                    the number of years specified, if any.
             <C>                <C>                      <C>                 <C>                  <C>                  <C>
           Number              Monthly             Annuitant's Age           Life             Life with 10         Life with 20
          of Years             Payment             on Annuity Date           Only            Years Certain        Years Certain
           Certain                                                         Annuity              Annuity              Annuity


                                                                        Male    Female        Male   Female        Male   Female  
              5                $18.53                     50            $4.95   $4.64         $4.91  $4.62         $4.80   4.57
             10                 10.28                     55             5.32    4.93          5.25   4.90          5.06   4.81
             15                  7.57                     60             5.81    5.31          5.70   5.26          5.36   5.09
             20                  6.25                     65             6.50    5.83          6.27   5.73          5.66   5.42
             25                  5.48                     70             7.47    6.58          6.99   6.37          5.92   5.74
             30                  4.99                     75             8.80    7.68          7.80   7.19          6.11   6.01
                                                          80            10.68    9.30          8.64   8.14          6.21   6.18


    </TABLE>

    <TABLE>
    <CAPTION>


      OPTION 3 - JOINT AND SURVIVOR ANNUITY
      Monthly payment, per $1,000 of Annuity Value, payable if either the Annuitant or the Joint Annuitant is living.


           Male
       Annuitant's                                    Female Joint Annuitant's Age on Annuity Date
          Age on       <C>           <C>             <C>             <C>             <C>             <C>             <C>
       Annuity Date        50              55              60              65              70                  75         80
      <S>







    <PAGE>
<PAGE>



            50            $4.38          $4.49           $4.60           $4.69           $4.77           $4.83           $4.88
            55             4.45           4.59            4.74            4.89            5.01            5.11            5.19
            60             4.50           4.68            4.88            5.08            5.28            5.45            5.58
            65             4.55           4.76            5.00            5.28            5.56            5.83            6.06
            70             4.58           4.81            5.10            5.45            5.83            6.24            6.62
            75             4.60           4.85            5.18            5.58            6.07            6.63            7.21
            80             4.62           4.88            5.23            5.68            6.25            6.97            7.78

    </TABLE>


   The  Annuity  Tables  are  based  on  4.5%  interest  per  year and,  where
   applicable,   the   1983  Individual   Annuitant   Mortality  Tables   with
   projections.   Multiply the monthly payment by 11.761,  5.945, or 2.989 for
   annual, semi-annual, or quarterly payments, respectively.






   SVA.890                                                             Page 17




























   <PAGE>
<PAGE>









                Confederation Life Insurance and Annuity Company

                       Home Office - Atlanta, Georgia


                       DEFERRED VARIABLE ANNUITY CONTRACT


                     Annuity Payments Begin on Annuity Date
                Initial Deposit Payable as Shown on the Data Page
             Additional Deposits Allowed Subject to our Requirements
   Value of  Separate Account Increases  or Decreases  Depending on Investment
   Results
     Fixed Account Credited with Interest - Guaranteed Minimum Interest Rate
                                NONPARTICIPATING





























   <PAGE>






























































<PAGE>
<PAGE>






                                                                  Exhibit 10.2



                        Consent of Independent Auditors



The Board of Directors of Aetna Life Insurance and Annuity Company
and Contract Owners of Aetna Variable Annuity Account G:

We consent to the use of our report dated February 7, 1995 included herein and
to  the reference to our Firm under  the caption "INDEPENDENT AUDITORS" in the
Statement of Additional Information.

Our report dated  February 7, 1995 refers to a change in 1993 in the Company's
methods  of accounting for certain  investments in debt  and equity securities
and reinsurance  contracts, and a change  in 1992 in the  Company's methods of
accounting for income taxes and post retirement benefits other than persons.



                                          /s/ KPMG Peat Marwick LLP      
                                          KPMG Peat Marwick LLP



Hartford, Connecticut
August __, 1995
























<PAGE>
























































            <PAGE>
<PAGE>
                                                                   Exhibit 4.3

                    ENDORSEMENT RESTRICTING TRANSFERABILITY
______________________________________________________________________________



THE FOLLOWING PROVISION WILL BE READ INTO THE CONTRACT:

      THIS  CONTRACT  MAY NOT  BE SOLD,  ASSIGNED,  DISCOUNTED, OR  PLEDGED AS
      COLLATERAL  FOR A  LOAN  OR AS  A  SECURITY FOR  THE  PERFORMANCE OF  AN
      OBLIGATION OR FOR ANY OTHER PURPOSE OTHER THAN THIS COMPANY.

THIS ENDORSEMENT IS MADE A PART OF THE CONTRACT TO WHICH IT IS ATTACHED ON THE
DATE OF ISSUE AT ATLANTA, GEORGIA.


                        [Signature appears here]      [Signature appears here]

                              Secretary                     President




























               CONFEDERATION LIFE INSURANCE AND ANNUITY COMPANY


S.E.114.90

            <PAGE>
























































   <PAGE>
<PAGE>


                                                                   Exhibit 4.4

            Amendment to Deferred Variable Annuity Contract 

   The following changes will  be read into and  form part of the Contract  to
   which it is attached and is  subject to all the provisions of  the contract
   which are consistent with this amendment.

   Systematic           You  may elect  the Systematic  Withdrawal Program  to
                        make
   Withdrawal           regularly scheduled Withdrawals from your Accumulation
   Program        Account, subject to certain conditions.  Amounts withdrawn
   (Program)            under  the  Program  are  not   subject  to  Surrender
                        Charges.  While Systematic Withdrawal is in effect, we
                        will   make  payments  based   on  the  dollar  amount
                        specified by you.

                  We reserve the right  to charge an  annual fee of $30.00  to
                  administer this Program.   If such a fee is  applicable, the
                  charge will be deducted on each Contract  Anniversary if the
                  Program  was in  effect  at  any  time during  the  previous
                  Contract  Year.   If  the Contract  is  surrendered, such  a
                  charge will be deducted  for the Contract Year in  which the
                  surrender   occurred.     The   charge  will   be   deducted
                  proportionally based on your value in each Subaccount.

   Election       You may elect Systematic Withdrawal at any time prior to the
                  Annuity  Date, so long as it is the first Withdrawal elected
                  by  you in a  Contract Year.   Notification must be  made by
                  Written Request  if the  Program  is not  elected when  this
                  contract is issued.

                  In order to elect the Program, your total Deposits allocated
                  to the Separate Account must be at least $12,000.

                  Systematic  Withdrawals may be  made monthly,  quarterly, or
                  any other  frequency you choose if  agreed upon by us.   You
                  may elect  the 5th or 20th day of the month as the scheduled
                  Withdrawal  Date.   Additionally, you  may choose  any other
                  scheduled Withdrawal date  if agreed  upon by us.   If  your
                  scheduled  Withdrawal date  is  not a  Valuation Date,  your
                  Withdrawal will be processed on the next Valuation Date.

                  After your  request is processed, Withdrawals  will begin on
                  your next  scheduled Withdrawal date.   However, Withdrawals
                  will not  begin until the  Right to Examine  Contract Period
                  has expired.




   <PAGE>
<PAGE>

                  If  you cancel the  Program, you may only  re-elect it on or
                  after your  next  Contract Anniversary,  provided  that  the
                  Program is then being offered by us.

   Withdrawals    Each  Withdrawal must be at least $100.  Only Withdrawals of
                  whole dollar  amounts will be  allowed.  The  maximum dollar
                  amount  that is allowed to be withdrawn under the Program in
                  any  Contract Year will be  10% of the  total Deposits made.
                  systematic Withdrawals  are  not permitted  from  the  Fixed
                  Account.


   SWP.920                                                              Page 1







































   <PAGE>
<PAGE>


                  You  may specify  the  dollar amounts  and Subaccounts  from
                  which  Systematic Withdrawals will be  made.  If  you do not
                  specify the Subaccounts from which Withdrawals will be made,
                  or the value in  any Subaccount is not sufficient  to deduct
                  the amount of a  Systematic Withdrawal, each Withdrawal will
                  be  deducted  proportionally based  on  your  value in  each
                  Subaccounts.

                  At any time by Written Request, you may change:

                        1.    the frequency of Withdrawals;
                        2.    the Subaccounts from which Withdrawals are made;
                        3.    the  dollar  amounts  to  be  withdrawn  from  a
                              Subaccount; or
                        4.    the schedule Withdrawal date.




































   <PAGE>
<PAGE>









   SWP.920                                                    Page 1 continued











































   <PAGE>
<PAGE>

   Limitations          The   following  limitations  will  apply  while  this
                        Program is in effect:

                        1.    you  may not  elect  the Dollar  Cost  Averaging
                              Program; and
                        2.    you may  not  elect  our  bank  draft  investing
                              program.


   Cancellation   You have  the right  to cancel  the Program  at any time  by
                  Written Request.  You may not reinstate the Program until on
                  or after your next Contract Anniversary.


   We reserve the right  to modify the Program and will notify you at least 30
   days prior to the date the modification is to become effective.


                 Signed at Atlanta, Georgia on the Date of Issue



                  [Signature appears here]            [Signature appears here]
                        Secretary                           President




























   <PAGE>
<PAGE>

                Confederation Life Insurance and Annuity Company

   SWP.920                                                              Page 2

















































   <PAGE>
<PAGE>





















































   <PAGE>
























































            <PAGE>
<PAGE>

                                                                   Exhibit 4.5

            [Logo for Confederation Life Insurance & Annuity Company]


                            Amendment to Contract
                 for Individual Retirement Annuity

           For Issuance In All States Except New York and Pennsylvania

   For the  purpose of  qualifying  the annuity  as an  Individual  Retirement
   Annuity  under section  408(b) of  the Internal  Revenue Code  of  1986, as
   amended ("Code"), the following changes will be read into  and form part of
   the Contract to  which it is attached and is  subject to all the provisions
   of  the Contract  which are consistent  with this Amendment.   You shall be
   responsible for determining  that Purchase Payments and distributions under
   this Contract comply with the
   following provisions.

   1. This  Contract may  not  be sold,  assigned,  discounted or  pledged  as
      collateral for  a  loan or  as  a security  for  the performance  of  an
      obligation  or for  any  other purpose  to any  person  other than  this
      Company.  The Contract is  established for the exclusive benefit of  you
      and your beneficiaries.

   2. Except for contributions to  a Simplified Employee Pension (SEP)  IRA as
      provided  for by section 408(k) of the Code  and except in the case of a
      rollover  contribution,  as  permitted  by sections  402(c),  403(a)(4),
      403(b)(8)  or 408(d)(3)  of the  Code, you  cannot make  annual Purchase
      Payments  in  excess of  $2,000 or  100%  of your  taxable compensation,
      whichever is less.

   3. A rollover  contribution must be made  within 60 days after  you receive
      your distribution.  If you commingle additional Purchase Payments with a
      rollover contribution  from certain retirement plans  into an Individual
      Retirement Annuity, you  will not be permitted to  subsequently rollover
      such  funds into  a new  employer  sponsored retirement  plan  on a  tax
      deferred basis.

   4. Except for  rollover contributions,  Purchase Payments made  pursuant to
      this Contract will be  from your compensation.  The  term "compensation"
      includes wages, salaries, tips, professional fees, bonuses, commissions,
      compensation for services on  the basis of a  percentage of profits  and
      other amounts  derived from or  received for personal  services actually
      rendered.   "Compensation"  also includes  earned  income as  defined in
      section  401(c)(2) of  the  Code (reduced  by  the deduction  the  self-
      employed  individual takes for contributions  made to a  Keogh plan) and
      all taxable alimony and  separate maintenance payments received pursuant
      to a decree of divorce or separation.  For purposes  of this definition,
      section 401(c)(2) of the  Code shall be applied as if the term "trade or


            <PAGE>
<PAGE>

      business",  for purposes of section  1402 of the  Code, included service
      described  in  subsection (c)(6).    The  term "compensation"  does  not
      include amounts derived  from or  received as earnings  or profits  from
      property  such as  rental income, interest  income and  dividend income,
      pension or  annuity income, deferred  compensation or any  other amounts
      that are excluded from gross income.


   FS 5473(4/93)                                                        Page 1











































            <PAGE>
<PAGE>

   5. Annuity  payments will  begin  no later  than  April 1st  following  the
      calendar year  in which you reach age  70-1/2.  The payments  will be in
      equal or substantially equal amounts over:

      (a)   your life or the lives of you and your joint annuitant, if any; or
      (b)   a  period not extending beyond  your life expectancy  or the joint
            and last survivor expectancy  of you and your joint  annuitant, if
            any.

      If your joint annuitant or Beneficiary, if any, is not your spouse, then
      at  least fifty  percent of  the present  value of  payments under  this
      contract will be paid to you within your life expectancy.

      Payments must  be made in  periodic payments at  intervals of no  longer
      than one year.   In addition, payments  must be either  nonincreasing or
      they may  increase only as provided  in section 408(b)(3) and  the rules
      thereunder.



































            <PAGE>
<PAGE>








   FS 5473(4/93)                                              Page 1 continued












































            <PAGE>
<PAGE>

      All  distributions made hereunder shall  be made in  accordance with the
      requirements of section 408(b)(3) of the Code and the proposed and final
      regulations  thereunder,   including   the  incidental   death   benefit
      requirement,  and  the  minimum  distribution  incidental  death benefit
      requirement thereunder.

   6. If both you and your joint annuitant, if any, die after annuity payments
      begin but before all  guaranteed payments (under a term  certain Annuity
      Option, if elected)  have been distributed, any remaining  payments will
      continue to be distributed  to your Beneficiary at  least as quickly  as
      they  were distributed  to you.   Distributions  are considered  to have
      begun if distributions are made on account of  you reaching the required
      beginning  date  specified in  paragraph  5 or  if  prior to  such date,
      distributions irrevocably commence to  your over a period permitted  and
      in an annuity  form acceptable under section  408(b)(3) of the  Code and
      the proposed and final regulations thereunder.

   7. If you die before annuity payments begin, the Death Proceeds provided by
      this Contract will  be distributed  to your Beneficiary  within 5  years
      after the date of your death.  However, this 5-year  rule does not apply
      if any portion of the  Death Proceeds is payable to (or for  the benefit
      of) a  designated beneficiary and the  portion of the Death  Proceeds to
      which  such beneficiary is entitled  is distributed over  their life (or
      over  a  period  not extending  beyond  their  life  expectancy).   Such
      distributions  will begin no later than one  year after the date of your
      death (or any  later date as Treasury  Regulations may prescribe)  or in
      the event that  my surviving  spouse is the  designated Beneficiary,  no
      later  than December 31 of  the calendar year  immediately following the
      calendar year in which you die;  or December 31 of the calendar year  in
      which you would have reached 70-1/2.

   8. If  you  die  before  annuity  payments  begin  and  if  the  designated
      Beneficiary is your surviving spouse, your spouse may treat the contract
      as his or her own  IRA.  This election will be deemed to  have been made
      if  such  surviving  spouse makes  a  regular  IRA  contribution to  the
      Contract, makes a rollover to  or from such Contract, or fails  to elect
      any of the provisions specified in paragraph 8.

   9. For  purposes  of paragraphs  5 and  7, life  expectancy is  computed in
      accordance  with the  expected  return multiples  in Table  V and  VI of
      section 1.72-9 of the  Income Tax Regulations.   Once so computed,  life
      expectancy shall not be recalculated or any person.

   10.      My interest in the annuity is non-forfeitable.

   11.      The Annuitant and Owner shall be the same person.

   12.      Confederation  Life  Insurance and  Annuity  Company reserves  the
            right to amend this  Contract to comply with the  requirements for
            Individual  Retirement Annuities  under the  Code.   Any amendment


            <PAGE>
<PAGE>

            will  be  filed  with  and will  be  subject  to  approval  by the
            appropriate state insurance supervisory official.

   Signed  for Confederation  Life Insurance and  Annuity Company  at Atlanta,
   Georgia on the date of issue.
               [Signature appears here]         [Signature appears here]

                  Secretary                           President

   FS 5473(4/93)                                                        Page 2










































            <PAGE>
























































            <PAGE>
<PAGE>

                                                                   Exhibit 4.6
                      AMENDMENT TO 403(b) ANNUITY CONTRACT
   ___________________________________________________________________________
   ___

   This Amendment forms  part of the  Contract to which  it is attached.   The
   Contract  is  issued  in  conjunction  with  a  Tax-Sheltered  Annuity plan
   described  in section  403(b)  of the  Internal Revenue  Code  of 1986,  as
   amended  (the "Code").   This Amendment's provisions  and limitations apply
   and  replace any Contract provisions  to the contrary.  Your Contract shall
   be subject to and interpreted  in conformity with the provisions, terms and
   conditions   of  the   Tax-Sheltered  Annuity   plan  documents,   if  any.
   Additionally, your Contract shall be subject to the terms and conditions of
   Code section 403(b)  and its accompanying regulations and  other applicable
   law  (including the Employment  Retirement Income Security Act  of 1974, as
   amended, if applicable).   The applicability  of the  Tax-Sheltered Annuity
   plan documents, if  any, and of  the Code shall  be determined by  the plan
   administrator  or other designated plan fiduciary, or, if none, by you.  We
   will not be and are not under any obligation either:

      (a)   to  determine whether any  premium, payment or  transfer under the
            Contract  complies with  the provisions,  terms and  conditions of
            such plan or with applicable law; or
      (b)   to  administer  such  plan,  including,  without  limitation,  any
            provisions required by the Retirement Equity Act of 1984.

   We will  not monitor  your compliance  with the  rules and  regulations set
   forth  below and set forth  in the plan document, if any.   Your failure to
   comply  with  the terms  and conditions  of  this Amendment  and  your plan
   document, if  any, may cause  you to suffer adverse tax  consequences.  You
   shall be responsible for determining that premiums and payments under  this
   Contract comply with the following:

      (1)   The Contract may not be transferred, sold, assigned, discounted or
            pledged as collateral for a loan or as security for  an obligation
            or for any other purpose, to any person other than the Company.

      (2)   The Annuitant and the Owner shall be the same person.

      (3)   Payments shall  not be made prior  to the date you  attain age 59-
            1/2,  separate  from  service, die,  become  disabled  or  incur a
            hardship (within the  meaning of Code section  403(b)(11)), to the
            extent such payment is attributable to:

            (a)   premiums  made  pursuant  to a  salary  reduction  agreement
                  (except  to the extent attributable to assets held as of the
                  close of the last year beginning before January 1, 1989); or
            (b)   premiums  to your Contract  from a contract  or account that
                  were subject to such conditions.



            <PAGE>
<PAGE>

            In the  event of  hardship, income  attributable to such  premiums
            shall not be paid.








   FS 5851                                                              Page 1









































            <PAGE>
<PAGE>

      (4)   The Annuity Date shall  not be later than the  "Required Beginning
            Date".   For purposes  of this  Amendment, the  Required Beginning
            Date means:

            (a)   April  1 of the calendar year following the calendar year in
                  which you attain age 70-1/2; or
            (b)   April  1 of  the calendar  year following  the later  of the
                  calendar  year in which you  retire or attain  age 70-1/2 if
                  the Contract was  issued in connection with a  government or
                  church sponsored tax-sheltered annuity plan.

      (5)   Annuity  payments shall be  paid no less  frequently than annually
            and will be in equal or substantially equal amounts over:

            (a)   your life or over  a period certain not exceeding  your life
                  expectancy or
            (b)   the  lives of  you and  your Beneficiary,  or over  a period
                  certain not exceeding the joint and last survivor expectancy
                  of you and  your Beneficiary.   If your  Beneficiary is  not
                  your spouse, the  method of payment you  select shall assure
                  that  at least 50% of the Annuity  Value is paid within your
                  life expectancy.






























            <PAGE>
<PAGE>






   FS 5851                                                    Page 1 continued














































            <PAGE>
<PAGE>

      Annuity  payments shall be made  in accordance with  the requirements of
      Code  section 403(b)(10)  and accompanying  regulations.   Such payments
      shall  also  be made  in accordance  with  the incidental  death benefit
      requirement,  and  the  minimum  distribution  incidental  death benefit
      requirement thereunder.

      (6)   (a)   If you die  after annuity  payments begin  pursuant to  5(a)
                  above but before all guaranteed payments, if any,  have been
                  distributed, such payments  will continue to be made  to the
                  person  designated   by  you.     Such  payments   shall  be
                  distributed  at   least  as  quickly  as   they  were  being
                  distributed to you.
            (b)   If both you and your Beneficiary die after annuity  payments
                  begin  pursuant  to 5(b)  above  but  before all  guaranteed
                  payments, if any, have  been distributed, such payments will
                  continue to be distributed  to the designated by you.   Such
                  payments shall  be distributed at  least as quickly  as they
                  were being distributed to you.
            (c)   For  purposes of  this paragraph  (6), annuity  payments are
                  considered to have begun if they are made on account of your
                  reaching  the Required Beginning  Date or  if prior  to such
                  date, they irrevocably commence to you in an Annuity  Option
                  permitted  by Code section  403(b)(10) and  the accompanying
                  regulations.

      (7)   If you die before  annuity payments begin, Death Proceeds  will be
            paid to your Beneficiary no later than December 31 of the calendar
            year  in  which  the  fifth  anniversary  of  your  death  occurs.
            However: 

            (a)   If the  Beneficiary is a natural person,  Death Proceeds may
                  be  paid in  substantially  equal installments  over his/her
                  lifetime or for a period  certain not exceeding his/her life
                  expectancy.  Payments must  commence not later than December
                  31 of the calendar year following the calendar year in which
                  your death occurred.
            (b)   If  the Beneficiary  is  your surviving  spouse, he/she  may
                  elect  to  receive  substantially  equal  installments  over
                  his/her  life or life expectancy.  The election must be made
                  not later than December 31 of the calendar year in which the
                  fifth  anniversary  of your  death  occurs.   Payments  must
                  commence  prior to the date on which you would have attained
                  age 70-1/2.

            Payments  shall  be calculated  in  accordance  with Code  section
            403(b)(10) and its regulations.

      (8)   Life expectancy shall be computed in accordance  with the expected
            return multiples in Table V and VI of section 1.72-9 of the Income



            <PAGE>
<PAGE>

            Tax  Regulations.   Once computed,  life expectancy  shall  not be
            recalculated.

      (9)   Premiums made in accordance with a salary reduction agreement  may
            not exceed the amount specified in Code section 402(g)(4).

      (10)  If any distribution  from this Contract  qualifies as an  Eligible
            Rollover  Distribution,  within  the   meaning  of  Code   section
            402(c)(4), the  payee shall have a direct rollover option.  If the
            payee  elects  to have  such  distribution  paid  directly  to  an
            eligible retirement  plan and specifies  the plan to  receive such
            payment, the distribution will be paid in a direct rollover.
   FS 5851                                                              Page 2







































            <PAGE>
<PAGE>


      (11)  We reserve the  right to amend  this Contract to  comply with  the
            requirements  for Tax-Sheltered  Annuities  under the  Code.   Any
            amendment  will be  subject to approval  by the  appropriate state
            insurance official.

   Except as  otherwise set  forth above,  this Amendment  is subject  to  the
   exclusions, definitions and provisions of the Contract.

   Signed for  Confederation Life  Insurance and  Annuity Company at  Atlanta,
   Georgia, on the Date of Issue.


            [Signature appears here]            [Signature appears here]

            Secretary                           President




































            <PAGE>
<PAGE>



   FS 5851                                                    Page 2 continued

















































            <PAGE>
<PAGE>





















































            <PAGE>
























































   <PAGE>
<PAGE>

                                                            Exhibit 4.7
                                                            CLIAC Logo

   ENDORSEMENT FOR
   Deferred Variable Annuity Contract
   This Endorsement is  intended to implement the terms of  Confederation Life
   Insurance  &  Annuity  Company's  Rehabilitation  Plan  which  include  the
   assumption  of this contract  by Aetna Life Insurance  and Annuity Company.
   None of  the  provisions of  this  Endorsement apply  until the  date  this
   contract is assumed by Aetna life Insurance and Annuity Company.

   The terms  of this  Endorsement  supersede any  contrary language  in  this
   contract or any of its attachments, except as required by state law.

              THE FOLLOWING CHANGES WILL BE READ INTO THE CONTRACT

                                   DEFINITIONS

   Delete Contingent Annuitant

                               GENERAL PROVISIONS

   Delete Annual Contract Report section and replace it with the following:

   Contract Report      Prior to the Annuity Date, we  will send you quarterly
                        contract reports which indicate:

                        1.    the Value of any amounts held in, 
                                    a) the Fixed Account; and
                                    b)  the  Subaccounts  under  the  Separate
                                    Account;
                        2.    the number of any Subaccount Units; and
                        3.    the Subaccounts Unit Value.

                        Such  numbers or values will be as of a specific date,
                        no more than 60 days before the date of the notice.

                        OWNER, BENEFICIARY, AND ANNUITANT

   Delete Annuitant and  Contingent Annuitant section and replace it  with the
   following:

   Annuitant            The Annuitant  is as stated in  the application unless
                        later changed.  If  the Annuitant is not the  Owner of
                        this  Contract, and  the Annuitant  dies prior  to the
                        Annuity Date, the Owner (if an individual) will become
                        the  Annuitant,   unless  such   Owner  names   a  new
                        Annuitant.

   SE.130.95                                                            Page 1


   <PAGE>
<PAGE>

   Delete  Change  of Annuitant,  Contingent  Annuitant,  and  Beneficiary and
   replace it with the following:

   Change of            Anytime prior to the Annuity Date, you may:
   Annuitant
   and                        1.    change the Annuitant; and
   Beneficiary                2.    change the Beneficiary.


                  After the Annuity Date, you may change only the Beneficiary.

                  Written  request  for a  change must  be  filed at  our Home
                  Office.  When  we receive  the Written Request  at our  Home
                  Office,  the change will be effective on the date you signed
                  the request.  Any change will  be subject to any payment  or
                  other action taken by us before we record the change.


                               VALUES AND INTEREST

   Delete Interest on Fixed Account section and replace it with the following:

   Interest on          The rate of interest for the Fixed Account will be
   Fixed Account  declared by us from time to time and never will be less than
                  4.5% per year.   Any portion of a Deposit  or Transfer which
                  is  allocated to the Fixed Account will be credited with the
                  then  current interest rate and guaranteed for one year from
                  the date of allocation to the Fixed Account.  At  the end of
                  each one year  period, a  renewal rate of  interest will  be
                  declared and guaranteed for the next one year period.


                            WITHDRAWAL AND SURRENDER

   Delete the first paragraph under Withdrawal section and replace it with the
   following:

   Withdrawal    Prior to the Annuity Date you may, by Written Request,
                 make Withdrawals from the Accumulation Account.

                  A  maximum of  25%  of  the  value  of  the  Fixed  Account,
                  determined  as  of  the  date of  the  first  Withdrawal  or
                  Transfer  during  any Contract  Year,  may  be withdrawn  or
                  transferred from the Fixed Account during any Contract Year.
                  We   reserve  the  right  to  increase  this  maximum  to  a
                  percentage exceeding 25% on a temporary basis.

   Delete the third paragraph under Withdrawal section.




   <PAGE>
<PAGE>

   Delete first sentence of  Free Withdrawal section  and replace it with  the
   following:

   Free Withdrawal      There  will be  no  Surrender Charge  imposed on  that
                        portion  of the  first Withdrawal  made in  a Contract
                        Year which does not exceed 10% of the current value of
                        the Accumulation Account.
   SE.130.95                                                            Page 2












































   <PAGE>
<PAGE>

   Delete  (1) of the  No Surrender Charge description  under Surrender Charge
   section on page 12 and replace it with the following:

   Surrender      No  Surrender  Charge.    No  Surrender  Charge  is  imposed
   against:
   Charge               1.    that portion  of the first Withdrawal  made in a
                              Contract Year  which does not exceed  10% of the
                              current value of the Accumulation Account.

                                    TRANSFERS

   Delete the first paragraph under the Transfers  section and replace it with
   the following:

   Transfers      Anytime  prior to the Annuity  Date,  you  may transfer your
                  values  among  the Subaccounts  and  the Fixed  Account.   A
                  maximum of 25% of the value of the Fixed Account, determined
                  as  of the date of  the first Withdrawal  or Transfer during
                  any Contract Year,  may be withdrawn or transferred from the
                  Fixed  Account during  any Contract  Year.   We reserve  the
                  right to increase this maximum to a percentage exceeding 25%
                  on a temporary basis.

   Delete the fourth paragraph under the Dollar Cost Averaging Option  section
   and replace it with the following:

   Dollar Cost    After your request is processed, the Transfers will begin on
   Averaging      the 15th day of each calendar month; however, if the 15th
   Option         is  not a Valuation Date, Transfers will be processed on the
                  next  Valuation Date.  Transfers will continue to be made on
                  an automatic basis each month until the amount remaining  in
                  the Money  Fund Subaccount  is not  sufficient  to make  the
                  specified Transfer.  This  Dollar Cost Averaging Option will
                  remain in effect until:

                        1.    amounts  in the  Money Fund  Subaccount  are not
                              sufficient to make another Transfer, or
                        2.    your Written  Request to  cancel this  option is
                              received by us.

   Delete  Amendment  to  Deferred  Variable  Annuity  Contract regarding  the
   Systematic Withdrawal Program and replace it with the following:

   The following changes  will be read into and  form part of the  Contract to
   which  it is attached and is subject  to all the provisions of the contract
   which are consistent with this amendment.

   Systematic           You may  elect the  Systematic  Withdrawal Program  to
   make
   Withdrawal           regularly scheduled Withdrawals from your Accumulation


   <PAGE>
<PAGE>

   Program        Account, subject to certain  conditions.  Amounts  (Program)
                  withdrawn  under the  Program are  not subject  to Surrender
                  Charges.    While the  Program is  in  effect, we  will make
                  payments based on the dollar amount specified by you.
   SE.130.95                                                            Page 3















































   <PAGE>
<PAGE>

                  We  reserve the right  to charge an annual  fee of $30.00 to
                  administer this Program.   If such a fee is  applicable, the
                  charge will be deducted on each Contract  Anniversary if the
                  Program  was in  effect  at  any  time during  the  previous
                  Contract  Year.   If  the Contract  is  surrendered, such  a
                  charge will be deducted  for the Contract Year in  which the
                  surrender   occurred.     The   charge   will   be  deducted
                  proportionately based on your value in each Subaccount.

   Election       You may elect Systematic Withdrawal at any time prior to the
                  Annuity  Date, so long as it is the first Withdrawal elected
                  by  you in a  Contract Year.   Notification must  be made by
                  Written Request  if the  Program  is not  elected when  this
                  contract is issued.

                  In  order  to elect  the Program,  the  total value  of your
                  Accumulation Account must be at least $12,000.

                  Systematic Withdrawals may be made monthly, quarterly, semi-
                  annually or  annually.   The scheduled  payment date  is the
                  15th  of each month.   All provisions of  your contract will
                  remain  in effect  while amounts  are distributed  under the
                  Program with the exception  of the Free Withdrawal provision
                  of your contract.  If you elect the Program, you will not be
                  eligible for the Free Withdrawal provision of this contract.

                  After your  request is processed, Withdrawals  will begin on
                  your next scheduled Withdrawal date.

                  If you cancel the  Program, you may  only re-elect it on  or
                  after  your next  Contract  Anniversary,  provided that  the
                  Program is then being offered by us.

   Withdrawals    Each  Systematic  Withdrawal must  be  at least  $100.   The
                  maximum dollar amount that may be withdrawn each year is 10%
                  of  the previous  calendar  year  end  (12/31)  Accumulation
                  Account Value.

                  The specified dollar amount will be deducted proportionately
                  based  on  your  value  in  each  Subaccount  and  the Fixed
                  Account.   There  is  no Surrender  Charge  on a  Systematic
                  Withdrawal  payment;  however,  additional  Withdrawals  are
                  subject to Surrender Charges.

                  At any time by Written Request, you may change:
                  1.    the frequency of Withdrawals; or
                  2.    the dollar amount to be Withdrawn.

   Limitations    The following  limitations will apply while  this Program is
                  in effect:


   <PAGE>
<PAGE>

                  1.    you may  not elect the Dollar  Cost Averaging Program;
                        and
                  2.    you may not elect our bank draft investing program.
   SE.130.95                                                            Page 4
















































   <PAGE>
<PAGE>

   Cancellation         You have the right  to cancel the Program at  any time
                        by Written Request.  You may not reinstate the Program
                        until on or after your next Contract Anniversary.






































   SE.130.95                                                  Page 4 continued










   <PAGE>
<PAGE>

   Modifications        We reserve the  right to modify  the Program and  will
                        notify  you at  least 30  days prior  to the  date the
                        modification is to become effective.

   This endorsement is  made a part of the  contract to which it  is attached.
   It is issued  by Confederation  Life Insurance and  Annuity Company  and is
   effective upon assumption by Aetna Life Insurance and Annuity Company.



                              [Signature appears here]



                              William A. O'Connell, CPA
                              Director, Examinations Division
                              Georgia Department of Insurance
                              in his capacity as Deputy Receiver,
                              Confederation Life Insurance & 
                              Annuity Company


















   SE.130.95                                                            Page 5













   <PAGE>

PAGE
<PAGE>
                                                          Exhibit 4.8




[Aetna Logo]  Aetna Life Insurance and Annuity Company
              151 Farmington Avenue
              Hartford, Connecticut 06156


                      CERTIFICATE OF ASSUMPTION

This certifies that, except in regard to claims incurred prior to the
Effective Date stated below, AETNA LIFE INSURANCE AND ANNUITY COMPANY assumes
all liabilities under the annuity contract or certificate to which this
Certificate of Assumption is attached, which was originally issued by


           CONFEDERATION LIFE INSURANCE & ANNUITY COMPANY
                       ATLANTA, GEORGIA 30339

Any claims incurred prior to the Effective Date should be filed with
Confederation Life Insurance & Annuity Company, P.O. Box 105103, Atlanta, GA
30348.

For claims incurred on or after the Effective Date, Aetna Life Insurance and
Annuity Company will pay all benefits in strict accordance with the terms of
the contract or certificate, incorporating all endorsements and amendments
thereto.

All deposits, claims and correspondence should be sent to Aetna Life Insurance
and Annuity Company, Strategic Markets & Products, RT2A, 151 Farmington
Avenue, Hartford, Connecticut, 06156-5996.  Questions about your annuity
contract may be directed to our Customer Service Center at 1-800-531-4547.

This Certificate of Assumption is part of and should be attached to your
annuity contract or certificate.

The Effective Date of this Certificate of Assumption shall be [Closing Date].

In Witness Whereof, AETNA LIFE INSURANCE AND ANNUITY COMPANY has issued this
Certificate of Assumption.


         [Signature appears here]         [Signature appears here]

         President                        Secretary












AC.CL.000(07/95)

<PAGE>

<PAGE>
                                                         Exhibit 10.1

                   Consent of Independent Auditors



We consent to the inclusion in this registration statement on Form N-4 (File
No. 33- __________) of our report, which includes an explanatory paragraph
relating to the uncertainty associated with the Company's ultimate parent
being placed into rehabilitation on August 12, 1994 and the proposed
assumption reinsurance agreement dated May 1995 on our audit of the financial
statements of CLIAC Separate Account A.  We also consent to the reference our
firm under the caption "Independent Auditors" in the Statement of Additional
Information.





                                    Coopers & Lybrand L.L.P.




Atlanta, Georgia
August 15, 1995






































































<PAGE>
<PAGE>






                                                                  Exhibit 10.2



                        Consent of Independent Auditors



The Board of Directors of Aetna Life Insurance and Annuity Company
and Contract Owners of Aetna Variable Annuity Account G:

We consent to the use of our report dated February 7, 1995 included herein and
to  the reference to our Firm under  the caption "INDEPENDENT AUDITORS" in the
Statement of Additional Information.

Our report dated  February 7, 1995 refers to a change in 1993 in the Company's
methods  of accounting for certain  investments in debt  and equity securities
and reinsurance  contracts, and a change  in 1992 in the  Company's methods of
accounting for income taxes and post retirement benefits other than persons.



                                          /s/ KPMG Peat Marwick LLP      
                                          KPMG Peat Marwick LLP



Hartford, Connecticut
August 17, 1995
























<PAGE>

<TABLE> <S> <C>

                  

          <CAPTION> 
          <ARTICLE> 6
                 
          <S>                             <C>
          <PERIOD-TYPE>                   12-MOS
          <FISCAL-YEAR-END>                          DEC-31-1994
          <PERIOD-START>                             JAN-01-1994
          <PERIOD-END>                               DEC-31-1994
          <INVESTMENTS-AT-COST>                    4,788,832,558
          <INVESTMENTS-AT-VALUE>                   4,862,311,791
          <RECEIVABLES>                                        0
          <ASSETS-OTHER>                                       0
          <OTHER-ITEMS-ASSETS>                                 0
          <TOTAL-ASSETS>                           4,862,311,791
          <PAYABLE-FOR-SECURITIES>                             0
          <SENIOR-LONG-TERM-DEBT>                              0
          <OTHER-ITEMS-LIABILITIES>                            0
          <TOTAL-LIABILITIES>                                  0 
          <SENIOR-EQUITY>                                      0
          <PAID-IN-CAPITAL-COMMON>                             0
          <SHARES-COMMON-STOCK>                                0
          <SHARES-COMMON-PRIOR>                                0
          <ACCUMULATED-NII-CURRENT>                            0
          <OVERDISTRIBUTION-NII>                               0
          <ACCUMULATED-NET-GAINS>                              0
          <OVERDISTRIBUTION-GAINS>                             0
          <ACCUM-APPREC-OR-DEPREC>                             0
          <NET-ASSETS>                             4,862,311,791
          <DIVIDEND-INCOME>                          535,517,318
          <INTEREST-INCOME>                                    0
          <OTHER-INCOME>                                       0
          <EXPENSES-NET>                              59,320,898
          <NET-INVESTMENT-INCOME>                    476,196,420
          <REALIZED-GAINS-CURRENT>                    64,071,561
          <APPREC-INCREASE-CURRENT>                (645,884,014)
          <NET-CHANGE-FROM-OPS>                    (105,616,033)
          <EQUALIZATION>                                       0
          <DISTRIBUTIONS-OF-INCOME>                            0
          <DISTRIBUTIONS-OF-GAINS>                             0
          <DISTRIBUTIONS-OTHER>                                0
          <NUMBER-OF-SHARES-SOLD>                              0
          <NUMBER-OF-SHARES-REDEEMED>                          0
          <SHARES-REINVESTED>                                  0
          <NET-CHANGE-IN-ASSETS>                     248,207,873
          <ACCUMULATED-NII-PRIOR>                              0
          <ACCUMULATED-GAINS-PRIOR>                            0
          <OVERDISTRIB-NII-PRIOR>                              0
          <OVERDIST-NET-GAINS-PRIOR>                           0
          <GROSS-ADVISORY-FEES>                                0
          <INTEREST-EXPENSE>                                   0
<PAGE>






          <GROSS-EXPENSE>                                      0
          <AVERAGE-NET-ASSETS>                                 0
          <PER-SHARE-NAV-BEGIN>                                0
          <PER-SHARE-NII>                                      0
          <PER-SHARE-GAIN-APPREC>                              0
          <PER-SHARE-DIVIDEND>                                 0
          <PER-SHARE-DISTRIBUTIONS>                            0
          <RETURNS-OF-CAPITAL>                                 0
          <PER-SHARE-NAV-END>                                  0
          <EXPENSE-RATIO>                                      0
          <AVG-DEBT-OUTSTANDING>                               0
          <AVG-DEBT-PER-SHARE>                                 0
                

</TABLE>


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