VARIABLE ANNUITY ACCOUNT G OF AETNA LIFE INSURAN & ANUITY CO
497, 1996-05-15
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<PAGE>
                    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 MAY 6, 1996
MULTI VEST-REGISTERED TRADEMARK- 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 October 2, 1995,  Aetna Life Insurance  and
Annuity  Company  ("Aetna", "the  Company", "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 may continue  to be made  under existing Contracts  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.
 
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
("SAI") dated May 6, 1996, 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 SECURITIES  AND
EXCHANGE  COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
 
PLEASE READ THIS PROSPECTUS CAREFULLY AND RETAIN IT FOR FUTURE REFERENCE.
<PAGE>
                               TABLE OF CONTENTS
 

<TABLE>
<CAPTION>
                                                                 PAGE
                                                              ----------
<S>                                                           <C>
DEFINITIONS.................................................      1
SUMMARY.....................................................      3
FEE TABLE...................................................      4
CONDENSED FINANCIAL INFORMATION.............................      6
FINANCIAL STATEMENTS........................................      7
FACTS ABOUT AETNA, THE SEPARATE ACCOUNT, AND THE OPPENHEIMER
  VARIABLE ACCOUNT FUNDS....................................      7
  The Company...............................................      7
  Variable Annuity Account G................................      7
  The Oppenheimer Variable Account Funds and Investment
   Adviser..................................................      7
THE CONTRACT................................................      8
  Parties to the Contract...................................      8
  Purchase Payments and Allocating Your Purchase Payments...      9
  Value of the Accumulation Account and Unit Value..........      9
  Allocation Changes........................................      10
  Transfers.................................................      10
  Dollar Cost Averaging.....................................      10
  Questions.................................................      11
CHARGES AND DEDUCTIONS......................................      11
  Surrender Charges.........................................      11
  Mortality and Expense Risk Charge.........................      12
  Administration Fee........................................      12
  Annual Contract Fee.......................................      12
  State Taxes...............................................      12
  Other Taxes...............................................      12
  Fund Expenses.............................................      12
DISTRIBUTIONS UNDER THE CONTRACT............................      13
  Withdrawals...............................................      13
  Systematic Withdrawal.....................................      13
  Surrender.................................................      13
  Death Proceeds............................................      14
  Payment...................................................      14
ANNUITY BENEFIT.............................................      14
  Annuitization.............................................      14
  Partial Annuity Benefit...................................      14
  Annuity Date..............................................      15
  Annuity Options...........................................      15
  Income Payments...........................................      15
FEDERAL TAX MATTERS.........................................      16
  Introduction..............................................      16
  Aetna's Tax Status........................................      16
  Taxation of Annuity Contracts in General..................      16
  Qualified Contracts.......................................      17
  Other Tax Considerations..................................      17
DISTRIBUTION OF THE CONTRACT................................      18
MISCELLANEOUS...............................................      18
  Voting Rights.............................................      18
  Changes in the Contract...................................      18
  Incontestability..........................................      18
  Nonparticipating..........................................      18
  Assignment................................................      18
  Annual Contract Report....................................      19
  Misstatement of Age or Sex................................      19
  Telephone Transfers.......................................      19
  Legal Proceedings.........................................      19
  Legal Matters.............................................      19
CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION.........      19
APPENDIX A -- THE FIXED ACCOUNT.............................  Appendix-1
</TABLE>

 
                                       i
<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.
 
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.
 
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 AND 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.
 
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.
 
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.
 
                                       1
<PAGE>
SURRENDER VALUE:  The Value  of  the Accumulation  Account less  any  applicable
Surrender  Charges and State Taxes, and the  Annual Contract Fee for the current
Contract 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.
 
YOU AND YOUR: The purchaser and Owner of the Contract.
 
1940 ACT: The Investment Company Act of 1940, as amended.
 
                                       2
<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." You may be subject  to a penalty tax for  an
early  withdrawal.  See  "Federal Tax  Matters  -- Other  Tax  Considerations --
Penalty Tax on Certain Distributions."
 
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
 
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."
 
                                       3
<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 October 2,
    1995, are deemed to have been received on the date of your initial  Purchase
    Payment. Additional Purchase Payments received after October 2, 1995 will be
    deemed to be received on the date we actually receive them.

<TABLE>
<S>                                                                <C>
ANNUAL CONTRACT FEE                                                            $30
 
SEPARATE ACCOUNT ANNUAL EXPENSES
 
<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>
                                                                                                         TOTAL FUND
                                                                             MANAGEMENT       OTHER        ANNUAL
                                                                                FEES        EXPENSES     EXPENSES(1)
                                                                            -------------  -----------  -------------
<S>                                                                         <C>            <C>          <C>
Oppenheimer Money Fund                                                            0.45%         0.06%         0.51%
Oppenheimer High Income Fund                                                      0.75%         0.06%         0.81%
Oppenheimer Bond Fund                                                             0.75%         0.05%         0.80%
Oppenheimer Capital Appreciation Fund                                             0.74%         0.04%         0.78%
Oppenheimer Growth Fund                                                           0.75%         0.04%         0.79%
Oppenheimer Multiple Strategies Fund                                              0.74%         0.03%         0.77%
Oppenheimer Global Securities Fund                                                0.74%         0.15%         0.89%
Oppenheimer Strategic Bond Fund                                                   0.75%         0.10%         0.85%
</TABLE>

 
(1) Does not reflect expenses related to the Contract or Separate Account.
 
                                       4
<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                                                                    $      81    $     105    $     130    $     225
High Income                                                                          84          114          146          256
Bond Fund                                                                            84          114          145          255
Capital Appreciation Fund                                                            84          113          144          253
Growth Fund                                                                          84          114          145          254
Multiple Strategies                                                                  84          113          144          252
Global Securities Fund                                                               85          117          150          264
Strategic Bond Fund                                                                  85          115          148          260
</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                                                                    $      20    $      60    $     104    $     225
High Income                                                                          23           70          119          256
Bond Fund                                                                            22           69          119          255
Capital Appreciation Fund                                                            22           69          118          253
Growth Fund                                                                          22           69          118          254
Multiple Strategies                                                                  22           68          117          252
Global Securities Fund                                                               23           72          123          264
Strategic Bond Fund                                                                  23           71          121          260
</TABLE>

 

For  the purpose  of calculating  the expenses  in the  above examples,  we have
converted the $30 Annual Contract Fee to  a 0.064% annual asset charge based  on
the  average size of Contracts.  Converted in this way,  the Annual Contract Fee
(on a percentage  basis) would  be higher for  smaller Contracts  and lower  for
larger Contracts.

 
                                       5
<PAGE>

                        CONDENSED FINANCIAL INFORMATION*
                            ACCUMULATION UNIT VALUES

 

The  condensed  financial  information  presented below  for  the  periods ended
September 30,  1995  and  December  31, 1995  was  derived  from  the  financial
statements  of the Separate Account which were audited by KPMG Peat Marwick LLP,
independent auditors. The  condensed financial information  presented below  for
the  year ended  December 31,  1994 and  prior were  derived from  the financial
statements of the Separate Account,  which financial statements were audited  by
other  auditors. The financial statements as  of September 30, 1995 and December
31, 1995 and  for the periods  from January 1,  1995 to September  30, 1995  and
October  1,  1995 to  December 31,  1995 and  the independent  auditors' reports
thereon, are included in the Statement of Additional Information.

 

<TABLE>
<CAPTION>
                                                                                                   1/1/95     10/1/95
                                                                                                   THROUGH    THROUGH
                                    1990(1)    1991(2)       1992       1993(3)         1994       9/30/95   12/31/95
                                   ---------  ----------  ----------  ------------  ------------  ---------  ---------
MONEY FUND
<S>                                <C>        <C>         <C>         <C>           <C>           <C>        <C>
Accumulation Unit Value
  at beginning of period.........     $10.00      $10.23      $10.72        $10.99        $11.19     $11.51     $11.87
  at end of period...............     $10.23      $10.72      $10.99        $11.19        $11.51     $11.87     $12.00
Accumulation Units outstanding...  11,496.99  278,364.11  823,485.65  1,304,423.04  2,665,713.00  1,526,060  1,445,120
HIGH INCOME FUND
Accumulation Unit Value
  at beginning of period.........     $10.00      $10.00      $11.80        $13.73        $17.11     $16.35     $18.66
  at end of period...............     $10.00      $11.80      $13.73        $17.11        $16.35     $18.66     $19.42
Accumulation Units outstanding...     --      133,655.43  546,212.32  2,010,341.54  1,978,010.00  2,018,023  1,996,764
BOND FUND
Accumulation Unit Value
  at beginning of period.........     $10.00      $10.00      $11.07        $11.63        $12.97     $12.55     $13.96
  at end of period...............     $10.00      $11.07      $11.63        $12.97        $12.55     $13.96     $14.49
Accumulation Units outstanding...     --      132,312.74  610,765.61  1,414,173.21  1,445,364.00   1,31,477  1,289,495
CAPITAL APPRECIATION FUND
Accumulation Unit Value
  at beginning of period.........     $10.00      $10.07      $15.37        $17.50        $21.98     $20.04     $25.16
  at end of period...............     $10.07      $15.37      $17.50        $21.98        $20.04     $25.16     $26.21
Accumulation Units outstanding...   3,511.36  163,873.92  718,400.83  1,662,361.45  2,402,122.00  2,183,166  2,192,369
GROWTH FUND
Accumulation Unit Value
  at beginning of period.........     $10.00      $10.13      $12.54        $14.17        $15.00     $14.94     $19.40
  at end of period...............     $10.13      $12.54      $14.17        $15.00        $14.94     $19.40     $20.14
Accumulation Units outstanding...   6,615.78  119,618.09  563,151.08  1,700,812.71  2,083,816.00  2,299,776  2,313,184
MULTIPLE STRATEGIES FUND
Accumulation Unit Value
  at beginning of period.........     $10.00      $10.11      $11.72        $12.60        $14.42     $13.95     $16.42
  at end of period...............     $10.11      $11.72      $12.60        $14.42        $13.95     $16.42     $16.70
Accumulation Units outstanding...      59.11  184,581.48  832,976.24  2,947,594.19  3,598,828.00  3,320,340  3,267,185
GLOBAL SECURITIES FUND
Accumulation Unit Value
  at beginning of period.........     --          $10.00      $10.55         $9.67        $16.25     $15.11     $15.89
  at end of period...............     --          $10.55       $9.67        $16.25        $15.11     $15.89     $15.24
Accumulation Units outstanding...     --      202,907.57  657,073.46  2,260,855.75  3,590,803.00  3,267,722  3,088,121
STRATEGIC BOND FUND
Accumulation Unit Value
  at beginning of period.........     --          --          --            $10.00        $10.33      $9.81     $10.75
  at end of period...............     --          --          --            $10.33         $9.81     $10.75     $11.16
Accumulation Units outstanding...     --          --          --        956,346.22  1,556,820.00  1,387,889  1,410,417
</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.
 

 *    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  of the Separate  Account to Aetna  on October 2,  1995. See "Facts
    About Aetna,  The  Separate Account  and  The Oppenheimer  Variable  Account
    Funds."

 
                                       6
<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

 

THE COMPANY

 

Aetna  Life Insurance and Annuity  Company (the "Company") is  the issuer of the
Contract, and as such, it is responsible for providing the insurance and annuity
benefits under  the Contract.  The Company  is a  stock life  insurance  company
organized  under the insurance laws of the State of Connecticut in 1976. Through
a merger, it succeeded to the business of Aetna Variable Annuity Life  Insurance
Company (formerly Participating Annuity Life Insurance Company, an Arkansas life
insurance  company organized in 1954). The Company is engaged in the business of
issuing life insurance policies and variable annuity contracts in all states  of
the  United States. The Company's principal executive offices are located at 151
Farmington Avenue, Hartford, Connecticut 06156.

 

The Company is  a wholly owned  subsidiary of Aetna  Retirement Holdings,  Inc.,
which  is in turn a  wholly owned subsidiary of  Aetna Retirement Services, Inc.
and an indirect wholly  owned subsidiary of Aetna  Life and Casualty Company,  a
diversified financial services company.

 
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.
 
Pursuant  to  the Assumption  Reinsurance  Agreement, the  Separate  Account was
transferred intact  to Aetna  on October  2, 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  Variable Account
Funds was  registered  with  the  SEC  as  a  diversified,  open-end  management
investment  company under the 1940 Act. OppenheimerFunds, Inc. 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 Oppenheimer Variable Account Funds prospectus.

 
The investment objectives  and policies of  the eight Funds  of the  Oppenheimer
Variable Account Funds are summarized below.
 
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.
 
                                       7
<PAGE>
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-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  securities.
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 and subject  to any approvals  that may be  required under  applicable
law, 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.
 
                                  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
Options."
 
                                       8
<PAGE>
    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."
 
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 advisor.
 
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.
 
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.
 
                                       9
<PAGE>
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%. The  Mortality and  Expense Risk  Charge and  the
Administration Fee are 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.  See "Miscellaneous --  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  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>
            TRANSFER      UNIT VALUE
  MONTH      AMOUNT        ("PRICE")     UNITS PURCHASED
- ---------  -----------  ---------------  ---------------
<S>        <C>          <C>              <C>
    1       $      60      $       2               30
    2              60              3               20
    3              60              4               15
    4              60              5               12
</TABLE>
 
                                       10
<PAGE>
The  average price per Unit for these purchases is the sum of the prices divided
by the number of monthly Transfers ($14  DIVIDED BY 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 DIVIDED BY 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.
 
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
               Customer Service
               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 2, 1995 (the day Aetna  assumed
       the  Contract) are deemed to have been received on the date of receipt of
       your initial Purchase Payment.
 
    (b) Purchase  Payments received  by  us after  October  2, 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:
 
<TABLE>
<CAPTION>
   YEARS SINCE PURCHASE
  PAYMENT DEEMED RECEIVED      CHARGE
- ---------------------------  -----------
<S>                          <C>
             1                       6%
             2                       6%
             3                       5%
             4                       4%
             5                       3%
        Thereafter                   0%
</TABLE>
 
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.
 
                                       11
<PAGE>
    (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.
 
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 of which
approximately .95% is attributable to mortality risks and approximately .30%  is
attributable  to expense risk. 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 be used to cover distribution expenses
of  the  Contracts  because we  do  not  believe the  Surrender  Charge  will be
sufficient. See "Charges and  Deductions -- Surrender  Charges." 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.
 
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.
 
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.
 
                                       12
<PAGE>
                        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.  You may be subject  to a penalty  tax for an early
withdrawal. See  "Charges and  Deductions --  Surrender Charges;"  "Federal  Tax
Matters -- Other Tax Considerations -- Penalty Tax on Certain Distributions."
 
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 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.
 
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."
 
                                       13
<PAGE>
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 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.
 
                                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
 
                                       14
<PAGE>
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 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.
 
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.
 
                                       15
<PAGE>
                              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 advisor  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 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.
 
    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
 
                                       16
<PAGE>
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-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  specified
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
advisor 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
    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
distributions 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 advisor.
 
    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 advisor
as to  how to  proceed if  you  intend to  take advantage  of the  tax  benefits
provided for exchanges under section 1035.
 
                                       17
<PAGE>
    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. Third party broker-dealers may  also serve as distributors. Aetna  is
registered  as a  broker-dealer with  the SEC  and is  a member  of the National
Association of Securities Dealers, Inc. Although Aetna does not 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.
 
                                 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.
 
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.
 
                                       18
<PAGE>
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.  The Company will  use reasonable procedures  to
confirm  that the assignment is  authentic, including verification of signature.
If the Company fails to follow its procedures, it would be liable for any losses
to you directly resulting  from the failure. Otherwise,  we are not  responsible
for  the validity of any assignment. The rights of the Owner and the interest of
the 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 not a factor when annuity  payments
are based on unisex annuity payment rate tables.
 
TELEPHONE TRANSFERS
 
You automatically have the right to make transfers among the Subaccounts and the
Fixed  Account by telephone. Aetna has  enacted reasonable 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 and  to
ensure  authenticity, the  Company records  all calls on  the 800  line. 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.
 
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.
 

                                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.
 

<TABLE>
<S>                                                                <C>
General Information and History
Variable Annuity Account G
Offering and Purchase of Contracts
Independent Auditors
Financial Statements of CLIAC Separate Account A
Financial Statements of Variable Annuity Account G
Financial Statements of Aetna Life Insurance and Annuity Company
</TABLE>

 
                                       19
<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
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.
 
                                   Appendix-1
<PAGE>

                           VARIABLE ANNUITY ACCOUNT G
                                       OF
                    AETNA LIFE INSURANCE AND ANNUITY COMPANY

             STATEMENT OF ADDITIONAL INFORMATION DATED  MAY 6, 1996

           Individual Variable Annuity Contracts originally issued by
                Confederation Life Insurance and Annuity Company

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 May 6, 1996.

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
                                Customer Service
                              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. . . . . . . . . . . . . . . . . . . .    1
Variable Annuity Account G . . . . . . . . . . . . . . . . . . . . . .    1
Offering and Purchase. . . . . . . . . . . . . . . . . . . . . . . . .    2
Independent Auditors . . . . . . . . . . . . . . . . . . . . . . . . .    2
Financial Statements of CLIAC Separate Account A . . . . . . . . . . .  A-1
Financial Statements of Variable Annuity Account G . . . . . . . . . .  S-1
Financial Statements of Aetna Life Insurance and Annuity Company . . .  F-1

<PAGE>

                         GENERAL INFORMATION AND HISTORY


Aetna Life Insurance and Annuity Company (the "Company") is a stock life
insurance company which was organized under the insurance laws of the State of
Connecticut in 1976.  Through a merger, it succeeded to the business of Aetna
Variable Annuity Life Insurance Company (formerly Participating Annuity Life
Insurance Company organized in 1954).  As of December 31, 1995, the Company
managed over $22 billion of assets, and as of December 31, 1994, it ranked among
the top 2% of all U.S. life insurance companies by size.  The Company is a
wholly owned subsidiary of Aetna Retirement Holdings, Inc., which is in turn a
wholly owned subsidiary of Aetna Retirement Services, Inc. and an indirect
wholly owned subsidiary of Aetna Life and Casualty Company, a diversified
financial services company.  The Company is engaged in the business of issuing
life insurance policies and annuity contracts in all states of the United
States.  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 have a custodian, as discussed in their
prospectus.

                           VARIABLE ANNUITY ACCOUNT G

Variable Annuity Account G (the "Separate Account") is a separate account
originally established by Confederation Life Insurance and Annuity Company as
CLIAC Separate Account A under the laws of the state of Georgia and was re-
established by the Company pursuant to the laws of the state of Connecticut in
connection with the intact transfer of CLIAC Separate Account A.  The Separate
Account funds the Contract.  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 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.

                                     1

<PAGE>

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

Complete descriptions of each of the Funds, including their investment
objectives, policies, risks and fees and expenses, are contained in the
prospectus and statement of additional information for 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.

                              INDEPENDENT AUDITORS

KPMG Peat Marwick LLP, CityPlace II, Hartford, Connecticut  06103-4103, are 
the independent auditors for the Company and the Separate Account.  KPMG Peat 
Marwick LLP performs annual audits of the financial statements of the Company 
and its Separate Accounts, including Variable Annuity Account G.  The reports 
of KPMG Peat Marwick LLP on the financial statements of CLIAC Separate Account 
A and Variable Annuity Account G for the periods ended September 30, 1995 
and December 31, 1995, respectively, are included herein.


                                     2
<PAGE>




                            CLIAC SEPARATE ACCOUNT A

                              Financial Statements

                               September 30, 1995


                   (With Independent Auditors' Report Thereon)



                                     A-1
<PAGE>

                            CLIAC SEPARATE ACCOUNT A

                                Table of Contents

                               September 30, 1995


                                                                          Page
                                                                          ----

Independent Auditors' Report                                               A-3


Audited Financial Statements:

  Statement of Assets and Liabilities                                      A-4

  Statement of Operations for the period from January 1, 1995              
    to September 30, 1995                                                  A-6

  Statements of Changes in Net Assets for the period from January 1, 1995
    to September 30, 1995 and the year ended December 31, 1994             A-7


Notes to Financial Statements                                              A-8



                                     A-2
<PAGE>

                          INDEPENDENT AUDITORS' REPORT


The Board of Directors
Aetna Life Insurance and Annuity Company:


We have audited the accompanying statement of assets and liabilities of CLIAC
Separate Account A as of September 30, 1995, and the related statements of
operations and changes in net assets for the period from January 1, 1995 to
September 30, 1995.  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 audit.  The statement of changes in net assets
of CLIAC Separate Account A for the year ended December 31, 1994 was audited by
other auditors whose report dated May 3, 1995, 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 September 30, 1995, 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.

As discussed in note 1 to the financial statements, the Company's ultimate
parent was put into rehabilitation on August 12, 1994.  As discussed in note 8
to the financial statements, the Company entered into an Assumption Reinsurance
Agreement on May 3, 1995 and this agreement was closed on October 2, 1995.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of CLIAC Separate Account A at
September 30, 1995, the results of its operations and the changes in its net
assets for the period from January 1, 1995 to September 30, 1995 in conformity
with generally accepted accounting principles.


                                               KPMG Peat Marwick LLP


Hartford, Connecticut
April 26, 1996

                                     A-3

<PAGE>
COOPERS & LYBRAND L.L.P.


                    REPORT OF INDEPENDENT AUDITORS


The 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

Atlanta, Georgia
May 3, 1995

                                     A-3


<PAGE>

                           CLIAC SEPARATE ACCOUNT A

                      Statement of Assets and Liabilities

                              September 30, 1995

<TABLE>
<CAPTION>

                                                                                               Capital           Global
                                                                  Money                      Appreciation      Securities
                                                                   Fund        Bond Fund         Fund             Fund
                                                  Combined      Subaccount     Subaccount     Subaccount       Subaccount
                                                  --------      ----------     ----------     ----------       ----------
<S>                                            <C>              <C>            <C>            <C>              <C>
Investments at net asset value:
 Oppenheimer Money Fund -
   18,082,764 shares at $1 per share
  (cost $18,082,764)                           $  18,082,764     18,082,764              -              -              -
 Oppenheimer Bond Fund -
   1,585,939 shares at $11.56 per
   share (cost $17,985,508)                       18,333,451              -     18,333,451              -              -
 Oppenheimer Capital Appreciation
   Fund - 1,678,069 shares at $32.74
   per share (cost $44,443,415)                   54,939,919              -              -     54,939,919              -
 Oppenheimer Global Securities
  Fund - 3,332,017 shares at $15.58
  per share (cost $53,123,666)                    51,912,880              -              -              -     51,912,880
 Oppenheimer Growth Fund -
   1,973,706 shares at $22.60 per
  share (cost $36,596,218)                        44,605,745              -              -              -              -
 Oppenheimer High Income Fund -
   3,596,865 shares at $10.47 per share
  (cost $37,310,886)                              37,659,189              -              -              -              -
 Oppenheimer Multiple Strategies
   Fund - 3,785,174 shares at $14.40
   per share (cost $51,797,075)                   54,506,479              -              -              -              -
 Oppenheimer Strategic Bond Fund -
   3,108,154 shares at $4.80 per
  share (cost $14,875,490)                        14,919,140              -              -              -              -
                                                ------------   ------------   ------------   ------------   ------------
 Total investments
  (cost $274,215,022)                         $  294,959,567     18,082,764     18,333,451    54,939,919      51,912,880
                                                ------------   ------------   ------------   ------------   ------------

<CAPTION>

                                                                   High         Multiple
                                                   Growth         Income       Strategies     Strategic
                                                    Fund           Fund           Fund        Bond Fund
                                                 Subaccount     Subaccount     Subaccount     Subaccount
                                                 ----------     ----------     ----------    -----------
<S>                                              <C>            <C>            <C>           <C>
Investments at net asset value:
 Oppenheimer Money Fund -
  18,082,764 shares at $1 per share
  (cost $18,082,764)                                       -              -              -              -
 Oppenheimer Bond Fund -
   1,585,939 shares at $11.56 per
  share (cost $17,985,508)                                 -              -              -              -
 Oppenheimer Capital Appreciation
   Fund - 1,678,069 shares at $32.74
  per share (cost $44,443,415)                             -              -              -              -
 Oppenheimer Global Securities
  Fund - 3,332,017 shares at $15.58
  per share (cost $53,123,666)                             -              -              -              -
 Oppenheimer Growth Fund -
  1,973,706 shares at $22.60 per
  share (cost $36,596,218)                         44,605,745             -              -              -
 Oppenheimer High Income Fund -
  3,596,865 shares at $10.47 per share
  (cost $37,310,886)                                       -     37,659,189              -              -
 Oppenheimer Multiple Strategies
   Fund - 3,785,174 shares at $14.40
   per share (cost $51,797,075)                            -              -     54,506,479              -
 Oppenheimer Strategic Bond Fund -
   3,108,154 shares at $4.80 per
   share (cost $14,875,490)                                -              -              -     14,919,140
                                                ------------   ------------   ------------   ------------
 Total investments
  (cost $274,215,022)                             44,605,745     37,659,189     54,506,479     14,919,140
                                                ------------   ------------   ------------   ------------

</TABLE>

                                                           (Continued)

See Notes to Financial Statements.


                                     A-4

<PAGE>

                           CLIAC SEPARATE ACCOUNT A

                Statement of Assets and Liabilities, Continued

                              September 30, 1995

<TABLE>
<CAPTION>
                                                                                               Capital           Global
                                                                  Money                      Appreciation      Securities
                                                                   Fund        Bond Fund         Fund             Fund
                                                  Combined      Subaccount     Subaccount     Subaccount       Subaccount
                                                  --------      ----------     ----------     ----------       ----------
<S>                                          <C>                <C>            <C>           <C>              <C>
           Total investments (carried
            forward from page 2)
            (cost $274,215,022)              $   294,959,567     18,082,764     18,333,451     54,939,919     51,912,880

Other assets:
 Dividends receivable                                 37,711         37,711              -              -              -

 Contract holders' funds receivable from
       Oppenheimer                                   325,632         14,971          8,006         41,420         53,124
                                                ------------    -----------   ------------   ------------   ------------

           Total assets                      $   295,322,910     18,135,446     18,341,457     54,981,339     51,966,004
                                                ------------    -----------   ------------   ------------   ------------
                                                ------------    -----------   ------------   ------------   ------------
Liabilities:
 Distributions payable to sponsor
   (note 7)                                          325,632         14,971          2,037         47,388         53,719
                                                ------------    -----------   ------------   ------------   ------------

       Total liabilities                             325,632         14,971          2,037         47,388         53,719
                                                ------------    -----------   ------------   ------------   ------------

       Net assets (note 4)                   $   294,997,278     18,120,475     18,339,420     54,933,951     51,912,285
                                                ------------    -----------   ------------   ------------   ------------
                                                ------------    -----------   ------------   ------------   ------------

Total units                                                       1,526,060      1,313,477      2,183,166      3,267,722
Unit value                                                            11.87          13.96          25.16          15.89

       Net assets held for the benefit
          of contract holders                $   294,997,278     18,120,475     18,339,420     54,933,951     51,912,285
                                                ------------    -----------   ------------   ------------   ------------
                                                ------------    -----------   ------------   ------------   ------------

<CAPTION>

                                                                   High         Multiple
                                                   Growth         Income       Strategies     Strategic
                                                    Fund           Fund           Fund        Bond Fund
                                                 Subaccount     Subaccount     Subaccount     Subaccount
                                                 ----------     ----------     ----------     ----------
<S>                                              <C>            <C>            <C>           <C>
           Total investments (carried
            forward from page 2)
            (cost $274,215,022)                   44,605,745     37,659,189     54,506,479     14,919,140

Other assets:
 Dividends receivable                                      -              -              -              -

 Contract holders' funds receivable from
   Oppenheimer                                        44,887        125,868         36,076          1,280
                                                ------------    -----------   ------------   ------------

       Total assets                               44,650,632     37,785,057     54,542,555     14,920,420
                                                ------------    -----------   ------------   ------------
                                                ------------    -----------   ------------   ------------

Liabilities:
 Distributions payable to sponsor
   (note 7)                                           44,887        125,868         36,076            686
                                                ------------    -----------   ------------   ------------

       Total liabilities                              44,887        125,868         36,076            686
                                                ------------    -----------   ------------   ------------

       Net assets (note 4)                        44,605,745     37,659,189     54,506,479     14,919,734
                                                ------------    -----------   ------------   ------------
                                                ------------    -----------   ------------   ------------

Total units                                        2,299,776      2,018,023      3,320,340     1,387,889
Unit value                                             19.40          18.66          16.42         10.75

       Net assets held for the benefit
         of contract holders                      44,605,745     37,659,189     54,506,479    14,919,734
                                                ------------    -----------   ------------   ------------
                                                ------------    -----------   ------------   ------------
</TABLE>

See Notes to Financial Statements


                                     A-5
<PAGE>

                           CLIAC SEPARATE ACCOUNT A

                            Statement of Operations

               Period from January 1, 1995 to September 30, 1995


<TABLE>
<CAPTION>
                                                                                               Capital           Global
                                                                  Money                      Appreciation      Securities
                                                                   Fund        Bond Fund         Fund             Fund
                                                  Combined      Subaccount     Subaccount     Subaccount       Subaccount
                                                  --------      ----------     ----------     ----------       ----------
<S>                                              <C>            <C>            <C>           <C>             <C>
Net investment income:
 Dividends                                       $11,356,476      1,024,766        882,634        249,563      1,319,558
 Mortality, expense and administrative
   charges to Sponsor (note 2)                     2,895,609        248,354        191,620        482,272        519,381
                                                 -----------     ----------    -----------    -----------    -----------

       Net investment income (loss)                8,460,867        776,412        691,014       (232,709)       800,177
                                                 -----------     ----------    -----------    -----------    -----------

Net realized and unrealized gain (loss) on
 investments:
   Net realized gain (loss) on investments        (3,476,826)              -      (379,456)    (1,735,749)    (1,998,600)
   Net unrealized appreciation on invest-
       ments                                      36,076,753              -      1,692,417     13,015,588      3,603,421
                                                 -----------     ----------    -----------    -----------    -----------

         Net realized and unrealized gain
           on investments                         32,599,927              -      1,312,961     11,279,839      1,604,821
                                                 -----------     ----------    -----------    -----------    -----------

Net increase in net assets resulting
 from operations                                 $41,060,794        776,412      2,003,975     11,047,130     2,404,998
                                                 -----------     ----------    -----------    -----------    -----------
                                                 -----------     ----------    -----------    -----------    -----------

<CAPTION>

                                                                   High         Multiple
                                                   Growth         Income       Strategies     Strategic
                                                    Fund           Fund           Fund        Bond Fund
                                                 Subaccount     Subaccount     Subaccount     Subaccount
                                                 ----------     ----------     ----------     ----------
<S>                                              <C>            <C>            <C>            <C>
Net investment income:
 Dividends                                           891,081      2,756,733      3,352,181        879,960
 Mortality, expense and administrative
   charges to Sponsor (note 2)                       387,117        373,459        540,125        153,281
                                                 -----------     ----------    -----------    -----------

       Net investment income (loss)                  503,964      2,383,274      2,812,056        726,679
                                                 -----------     ----------    -----------    -----------

Net realized and unrealized gain (loss) on
 investments:
   Net realized gain (loss) on investments         1,805,422     (1,098,097)       486,030       (556,376)
   Net unrealized appreciation on invest-
       ments                                       7,620,209      3,598,154      5,347,259      1,199,705
                                                 -----------     ----------    -----------    -----------

           Net realized and unrealized gain
             on investments                        9,425,631      2,500,057      5,833,289        643,329
                                                 -----------     ----------    -----------    -----------

Net increase in net assets resulting
 from operations                                   9,929,595      4,883,331      8,645,345      1,370,008
                                                 -----------     ----------    -----------    -----------
                                                 -----------     ----------    -----------    -----------
</TABLE>

See Notes to Financial Statements.


                                     A-6
<PAGE>

                           CLIAC SEPARATE ACCOUNT A

                      Statements of Changes in Net Assets

               Period from January 1, 1995 to September 30, 1995
                     and the year ended December 31, 1994

<TABLE>
<CAPTION>
                                                                                               Capital         Global
                                                                  Money                      Appreciation    Securities
                                                                   Fund        Bond Fund         Fund           Fund
                                                  Combined      Subaccount     Subaccount     Subaccount     Subaccount
                                                  --------      ----------     ----------     ----------     ----------
<S>                                             <C>             <C>            <C>            <C>            <C>
Net assets at January 1, 1994                   $218,520,781     14,599,271     18,347,967     36,545,820     36,730,134

   Changes from operations:
     Net investment income (loss)                 11,717,110        902,083        864,048      4,284,222        138,591
     Net realized gain (loss) on invest-
       ments                                       7,600,329              -        (62,693)    (1,039,088)     8,020,371
     Net unrealized appreciation
       (depreciation) on investments             (31,643,373)             -     (1,400,706)    (6,989,991)   (12,784,269)
                                                 -----------     ----------    -----------    -----------    -----------

Net increase (decrease) in net assets
   resulting from operations                     (12,325,934)       902,083       (599,351)    (3,744,857)    (4,625,307)

Net increase (decrease) from unit
   transactions (note 5)                          73,971,127     15,181,001        390,703     15,337,569     22,152,212
                                                 -----------     ----------    -----------    -----------    -----------

           Total increase (decrease)
             in net assets                        61,645,193     16,083,084      (208,648)     11,592,712     17,526,905
                                                 -----------     ----------    -----------    -----------    -----------

Net assets at December 31, 1994                  280,165,974     30,682,355     18,139,319     48,138,532     54,257,039

   Changes from operations:
     Net investment income (loss)                  8,460,867        776,412        691,014       (232,709)       800,177
     Net realized gain (loss) on invest-
       ments                                      (3,476,826)             -       (379,456)    (1,735,749)    (1,998,600)
     Net unrealized appreciation
       on investments                             36,076,753              -      1,692,417     13,015,588      3,603,421
                                                 -----------     ----------    -----------    -----------    -----------

Net increase in net assets resulting
   from operations                                41,060,794        776,412      2,003,975     11,047,130      2,404,998

Net increase (decrease) from unit
   transactions (note 5)                         (26,229,490)   (13,338,292)    (1,803,874)    (4,251,711)    (4,749,752)
                                                 -----------     ----------    -----------    -----------    -----------

           Total increase (decrease) in
             net assets                           14,831,304    (12,561,880)       200,101      6,795,419     (2,344,754)
                                                 -----------     ----------    -----------    -----------    -----------

Net assets at September 30, 1995                $294,997,278     18,120,475     18,339,420     54,933,951     51,912,285
                                                 -----------     ----------    -----------    -----------    -----------
                                                 -----------     ----------    -----------    -----------    -----------

<CAPTION>

                                                                   High         Multiple
                                                   Growth         Income       Strategies     Strategic
                                                    Fund           Fund           Fund        Bond Fund
                                                 Subaccount     Subaccount     Subaccount     Subaccount
                                                 ----------     ----------    -----------     ----------
<S>                                              <C>            <C>            <C>            <C>
Net assets at January 1, 1994                     25,507,541     34,406,839     42,501,824      9,881,385

   Changes from operations:
     Net investment income (loss)                    (96,829)     2,674,062      2,071,707        879,226
     Net realized gain (loss) on invest-
       ments                                         598,027       (487,728)     1,016,180       (444,740)
     Net unrealized appreciation
       (depreciation) on investments                (661,312)    (3,875,999)    (4,741,933)    (1,189,163)
                                                 -----------     ----------    -----------    -----------

Net increase (decrease) in net assets
   resulting from operations                        (160,114)    (1,689,665)    (1,654,046)      (754,677)

Net increase (decrease) from unit
   transactions (note 5)                           5,784,782       (376,710)     9,355,870      6,145,700
                                                 -----------     ----------    -----------    -----------

             Total increase (decrease)
               net assets                          5,624,668     (2,066,375)     7,701,824      5,391,023
                                                 -----------     ----------    -----------    -----------

Net assets at December 31, 1994                   31,132,209     32,340,464     50,203,648     15,272,408

   Changes from operations:
     Net investment income (loss)                    503,964      2,383,274      2,812,056        726,679
     Net realized gain (loss) on invest-
       ments                                       1,805,422     (1,098,097)       486,030       (556,376)
     Net unrealized appreciation
       on investments                              7,620,209      3,598,154      5,347,259      1,199,705
                                                 -----------     ----------    -----------    -----------

Net increase in net assets resulting
   from operations                                 9,929,595      4,883,331      8,645,345      1,370,008

Net increase (decrease) from unit
   transactions (note 5)                           3,543,941        435,394     (4,342,514)    (1,722,682)
                                                 -----------     ----------    -----------    -----------

             Total increase (decrease) in
               net assets                         13,473,536      5,318,725      4,302,831       (352,674)
                                                 -----------     ----------    -----------    -----------

Net assets at September 30, 1995                  44,605,745     37,659,189     54,506,479     14,919,734
                                                 -----------     ----------    -----------    -----------
                                                 -----------     ----------    -----------    -----------
</TABLE>

See Notes to Financial Statements.


                                     A-7
<PAGE>

                            CLIAC SEPARATE ACCOUNT A

                          Notes to Financial Statements

                               September 30, 1995


(1)   ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

      CLIAC Separate Account A (the "Separate Account" or "Separate Account A")
         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 Michigan.  The Sponsor was placed under rehabilitation pursuant 
         to the laws of the State of Georgia on September 12, 1994 by the 
         Superior Court for the County of Fulton, State of Georgia.

      While net assets of the Separate Account do not inure to the benefit of
         creditors of the Sponsor, the Sponsor, however, remains responsible to
         pay certain policy benefits that may exist in excess of available
         Separate Account net assets.  The Sponsor's liabilities in this regard,
         however, have been transferred to another insurance company as a result
         of the reinsurance agreement discussed in note 8.

      BASIS OF PRESENTATION

      The accompanying financial statements have been prepared in conformity
         with generally accepted accounting principles.  The preparation of
         financial statements in conformity with generally accepted accounting
         principles requires management to make estimates and assumptions
         that effect amounts reported therein.  Although actual results could
         differ from these estimates, any such differences are expected to be
         immaterial to the net assets of the Separate Account.

                                     A-8

<PAGE>


                            CLIAC SEPARATE ACCOUNT A

                          Notes to Financial Statements

      INVESTMENTS
      The investments in the Oppenheimer Funds are stated at the closing 
         market values per share on September 30, 1995. Investment 
         transactions are recorded on the trade date. The difference between 
         the cost and 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.

      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
      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 $174,510 were assessed for the period from 
         January 1, 1995 to September 30, 1995.

                                                                     (Continued)


                                      A-9

<PAGE>

                            CLIAC SEPARATE ACCOUNT A

                          Notes to Financial Statements


(4)   NET ASSETS

      Net assets at September 30, 1995 consisted of the following:

<TABLE>
<CAPTION>

                                                                          Unrealized     Accumulated
                                                                         Appreciation     Realized          Net
                                           Accumulated     Accumulated  (Depreciation)   Gain (Loss)     Assets at
                                Unit       M, E and A      Investment         on             on        September 30,
                            Transactions     Charges         Income       Investments    Investments       1995
                            ------------     -------         ------       -----------    -----------       ----
<S>                       <C>              <C>            <C>            <C>            <C>            <C>
Money Fund                $   16,009,626      (951,517)      3,062,366          -              -         18,120,475
Bond Fund                     15,601,002      (658,266)      3,180,818        347,943      (132,077)     18,339,420
Capital Appreciation Fund     40,191,383    (1,428,019)      5,820,372     10,496,504      (146,289)     54,933,951
Global Securities Fund        45,378,958    (1,538,669)      2,220,935    (1,210,786)      7,061,847     51,912,285
Growth Fund                   32,820,644    (1,060,726)      1,565,874      8,009,527      3,270,426     44,605,745
High Income Fund              30,156,094    (1,191,910)      8,884,554        348,303      (537,852)     37,659,189
Multiple Strategies Fund      43,739,930    (1,640,883)      7,559,595      2,709,404      2,138,433     54,506,479
Strategic Bond Fund           14,078,717      (391,908)      2,114,009         43,650      (924,734)     14,919,734
                            ------------   ------------    -----------   ------------   ------------   ------------
                          $  237,976,354    (8,861,898)     34,408,523     20,744,545     10,729,754    294,997,278
                            ------------   ------------    -----------   ------------   ------------   ------------
                            ------------   ------------    -----------   ------------   ------------   ------------
</TABLE>

(5)   SUMMARY OF CHANGES FROM UNIT TRANSACTIONS

   The following table represents a summary of changes from unit transactions
      for the period from January 1, 1995 to September 30, 1995:

<TABLE>
<CAPTION>

                                                                       Units              Amount
                                                                       -----              ------
      <S>                                                           <C>            <C>
      Money Fund Subaccount:
        Contract purchases                                                 -       $           -
        Net transfers in (out)                                         (688,516)          (8,056,294)
        Terminated contracts, partial withdrawals, transfers
          to annuity reserves, surrender charges and annual
          contract fees                                                (451,137)         (5,281,998)
                                                                    -----------         -----------
                                                                     (1,139,653)        (13,338,292)
                                                                    -----------         -----------

      Bond Fund Subaccount:
        Contract purchases                                                 -                   -
        Net transfers in (out)                                             9,640              78,721
        Terminated contracts, partial withdrawals, transfers to
          annuity reserves, surrender charges and annual
          contract fees                                                (141,527)         (1,882,595)
                                                                    -----------         -----------
                                                                       (131,887)         (1,803,874)
                                                                    -----------         -----------
      Capital Appreciation Fund Subaccount:
        Contract purchases                                                 -                   -
        Net transfers in (out)                                          (83,978)         (1,285,303)
        Terminated contracts, partial withdrawals, transfers to

          annuity reserves, surrender charges and annual
          contract fees                                                (134,978)         (2,966,408)
                                                                    -----------         -----------
                                                                       (218,956)         (4,251,711)
                                                                    -----------         -----------
</TABLE>

                                                                     (Continued)


                                      A-10

<PAGE>
<TABLE>
<CAPTION>


                                         CLIAC SEPARATE ACCOUNT A

                                       Notes to Financial Statements

                                                                       Units              Amount
                                                                       -----              ------
      <S>                                                           <C>            <C>
      Global Securities Fund Subaccount:
        Contract purchases                                                 1,282   $        18,996
        Net transfers in (out)                                          (113,392)       (1,565,934)
        Terminated contracts, partial withdrawals, transfers to
          annuity reserves, surrender charges and annual
          contract fees                                                (210,971)         (3,202,814)
                                                                    -----------         -----------
                                                                       (323,081)         (4,749,752)
                                                                    -----------         -----------

      Growth Fund Subaccount:
        Contract purchases                                                 -                   -
        Net transfers in (out)                                          390,495           6,587,820
        Terminated contracts, partial withdrawals, transfers to
          annuity reserves, surrender charges and annual
          contract fees                                                (174,535)         (3,043,879)
                                                                    -----------         -----------
                                                                        215,960           3,543,941
                                                                    -----------         -----------

      High Income Fund Subaccount:
        Contract purchases                                                1,318              23,150
        Net transfers in (out)                                          214,578           3,509,955
        Terminated contracts, partial withdrawals, transfers to
          annuity reserves, surrender charges and annual
          contract fees                                                (175,883)         (3,097,711)
                                                                    -----------         -----------
                                                                         40,013             435,394
                                                                    -----------         -----------

      Multiple Strategies Fund Subaccount:
        Contract purchases                                                  180               2,724
        Net transfers in (out)                                           75,057           1,037,490
        Terminated contracts, partial withdrawals, transfers to
          annuity reserves, surrender charges and annual
          contract fees                                                (353,725)         (5,382,728)
                                                                    -----------         -----------
                                                                       (278,488)         (4,342,514)
                                                                    -----------         -----------

      Strategic Bond Fund Subaccount:
        Contract purchases                                                 -                   -
        Net transfers in (out)                                          (29,323)           (315,280)
        Terminated contracts, partial withdrawals, transfers to
          annuity reserves, surrender charges and annual
          contract fees                                                (139,608)         (1,407,402)
                                                                    -----------         -----------
                                                                       (168,931)         (1,722,682)
                                                                    -----------         -----------

          Net decrease from unit transactions                                           (26,229,490)
                                                                                        -----------
                                                                           -            -----------

</TABLE>

                                                                     (Continued)


                                      A-11

<PAGE>
<TABLE>
<CAPTION>

                                         CLIAC SEPARATE ACCOUNT A

                                       Notes to Financial Statements


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

                                                                       Units              Amount
                                                                       -----              ------
      <S>                                                           <C>           <C>
      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 charges and annual
          contract fees                                                (220,059)         (3,298,229)
                                                                    -----------         -----------
                                                                        381,155           5,784,782
                                                                    -----------         -----------

</TABLE>


                                                                     (Continued)


                                      A-12

<PAGE>
<TABLE>
<CAPTION>
                                         CLIAC SEPARATE ACCOUNT A

                                       Notes to Financial Statements



                                                                       Units              Amount
                                                                       -----              ------
      <S>                                                           <C>           <C>
      High Income Fund 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)
                                                                    -----------         -----------

      Multiple Strategies Fund 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>

(6)   PURCHASES AND SALES OF INVESTMENTS

      The aggregate cost of investments purchased and the aggregate proceeds
        from investments sold for the period from January 1, 1995 to
        September 30, 1995 were as follows:

<TABLE>
<CAPTION>

                                                                      Aggregate            Aggregate
                                                                       Cost of             Proceeds
                                                                      Purchases           from Sales
                                                                      ---------           ----------
      <S>                                                          <C>                 <C>
      Money Fund Subaccount                                        $  34,306,368       $  47,677,567
      Bond Fund Subaccount                                             6,061,712           7,864,951
      Capital Appreciation Fund Subaccount                            18,785,915          22,997,481
      Global Securities Fund Subaccount                               11,797,255          16,534,938
      Growth Fund Subaccount                                          13,147,749           9,601,687
      High Income Fund Subaccount                                     14,768,826          14,219,875
      Multiple Strategies Fund Subaccount                              5,735,960          10,078,170
      Strategic Bond Fund Subaccount                                   4,739,544           6,462,226
                                                                     -----------         -----------
                                                                   $ 109,343,329       $ 135,436,895
                                                                     -----------         -----------
                                                                     -----------         -----------


                                                                                         (Continued)
</TABLE>
                                     A-13
<PAGE>

                            CLIAC SEPARATE ACCOUNT A

                          Notes to Financial Statements


(7)  RELATED PARTY TRANSACTIONS

     As of September 30, 1995, 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)  ASSUMPTION REINSURANCE AGREEMENT

     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 elected to be reinsured (subject to the
          approval of the various states) and subject to the fulfillment of
          certain other closing conditions. This assumption reinsurance
          transaction was closed on October 2, 1995, effective October 1, 1995.
          Thereafter the Separate Account A became Variable Annuity Account G of
          ALIAC.









                                     A-14
<PAGE>

                              FINANCIAL STATEMENTS


                           VARIABLE ANNUITY ACCOUNT G


                                      INDEX


Independent Auditors' Report . . . . . . . . . . . . . . . . . . . . . . .  S-2
Statement of Assets and Liabilities. . . . . . . . . . . . . . . . . . . .  S-4
Statement of Operations. . . . . . . . . . . . . . . . . . . . . . . . . .  S-5
Statement of Changes in Net Assets . . . . . . . . . . . . . . . . . . . .  S-6
Notes to Financial Statements  . . . . . . . . . . . . . . . . . . . . . .  S-7
Condensed Financial Information. . . . . . . . . . . . . . . . . . . . . .  S-8


                                     S-1

<PAGE>

                           INDEPENDENT AUDITORS' REPORT

The Board of Directors of Aetna Life Insurance and Annuity Company and 
         Contract Owners of Variable Annuity Account G:


We have audited the accompanying statement of assets and liabilities of Aetna 
Life Insurance and Annuity Company Variable Annuity Account G (the "Account") 
as of December 31, 1995, and the related statement of operations, changes in 
net assets and condensed financial information for the three month period 
then ended.  These financial statements and condensed financial information 
are the responsibility of the Account's management.  Our responsibility is to 
express an opinion on these financial statements and condensed financial 
information based on our audits.



We conducted our audits in accordance with generally accepted auditing 
standards.  Those standards require that we plan and perform the audit to 
obtain reasonable assurance about whether the financial statements and 
condensed financial information are free of material misstatement.  An audit 
includes examining, on a test basis, evidence supporting the amounts and 
disclosures in the financial statements.  Our procedures included 
confirmation of securities owned as of December 31, 1995, by correspondence 
with the custodian.  An audit also includes assessing the accounting 
principles used and significant estimates made by management, as well as 
evaluating the overall financial statement presentation.  We believe that our 
audits provide a reasonable basis for our opinion.


In our opinion, the financial statements and condensed financial information
referred to above present fairly, in all material respects, the financial
position of the Aetna Life Insurance and Annuity Company Variable Annuity
Account G as of December 31, 1995, the results of its operations, changes in its
net assets and condensed financial information for the three-month period then
ended in conformity with generally accepted accounting principles.

                                                           KPMG Peat Marwick LLP

Hartford, Connecticut
February 16, 1996


                                         S-2

<PAGE>

VARIABLE ANNUITY ACCOUNT G

STATEMENT OF ASSETS AND LIABILITIES - December 31, 1995

<TABLE>
<CAPTION>
ASSETS:
<S>                                                                                                          <C>
Investments, at net asset value: (Note 1)
  Oppenheimer Funds:
    Bond Fund; 1,578,109 shares at $11.84 per share (cost $18,298,189) . . . . . . . . . . . . . . . . . .   $ 18,684,805
    Capital Appreciation Fund; 1,679,506 shares at $34.21 per share (cost $53,696,171) . . . . . . . . . .     57,455,911
    Global Securities Fund; 3,138,236 shares at $15.00 per share (cost $48,454,302). . . . . . . . . . . .     47,073,537
    Growth Fund; 1,978,591 shares at $23.55 per share (cost $44,373,516) . . . . . . . . . . . . . . . . .     46,595,829
    High Income Fund; 3,647,214 shares at $10.63 per share (cost $38,240,750). . . . . . . . . . . . . . .     38,769,887
    Money Fund; 17,297,463 shares at $1.00 per share (cost $17,297,463). . . . . . . . . . . . . . . . . .     17,297,463
    Multiple Strategies Fund; 3,750,568 shares at $14.55 per share (cost $53,749,217). . . . . . . . . . .     54,570,762
    Strategic Bond Fund; 3,206,173 shares at $4.91 per share (cost $15,416,608). . . . . . . . . . . . . .     15,742,309
Dividend Receivable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         45,623
                                                                                                             ------------
NET ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   $296,236,126
                                                                                                             ------------
                                                                                                             ------------
</TABLE>

<TABLE>
<CAPTION>
Net assets represented by:                                                                     ACCUMULATION
                                                                                                  UNIT
                                                                                   UNITS          VALUE

<S>                                                                             <C>            <C>            <C>
Reserves for annuity contracts in accumulation period:
OPPENHEIMER FUNDS:
  BOND FUND: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    1,289,495.0      $14.490      $18,684,805
CLIAC I
  CAPITAL APPRECIATION FUND. . . . . . . . . . . . . . . . . . . . . . . . .    2,192,368.9       26.207       57,455,911
CLIAC I
  GLOBAL SECURITIES FUND:. . . . . . . . . . . . . . . . . . . . . . . . . .    3,088,121.2       15.243       47,073,537
CLIAC I
  GROWTH FUND: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    2,313,184.3       20.144       46,595,829
CLIAC I
  HIGH INCOME FUND:. . . . . . . . . . . . . . . . . . . . . . . . . . . . .    1,996,763.9       19.416       38,769,887
CLIAC I
  MONEY FUND:. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    1,445,120.8       12.001       17,343,086
CLIAC I
  MULTIPLE STRATEGIES FUND . . . . . . . . . . . . . . . . . . . . . . . . .    3,267,185.2       16.703       54,570,762
CLIAC I
  STRATEGIC BOND FUND: . . . . . . . . . . . . . . . . . . . . . . . . . . .    1,410,416.7       11.161       15,742,309
                                                                                                             ------------
CLIAC I. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                                 $296,236,126
                                                                                                             ------------
                                                                                                             ------------
</TABLE>

See Notes to Financial Statements.


                                      S-3

<PAGE>

VARIABLE ANNUITY ACCOUNT G

STATEMENT OF OPERATIONS - Three Month Period Ended December 31, 1995

<TABLE>
<CAPTION>
<S>                                                                           <C>             <C>
INVESTMENT INCOME:
Dividends: (Notes 1 and 3)
  Oppenheimer Bond Fund. . . . . . . . . . . . . . . . . . . . . . . . . .                      $310,788
  Oppenheimer High Income Fund . . . . . . . . . . . . . . . . . . . . . .                     1,065,009
  Oppenheimer Money Fund . . . . . . . . . . . . . . . . . . . . . . . . .                       311,101
  Oppenheimer Multiple Strategies Fund . . . . . . . . . . . . . . . . . .                       557,388
  Oppenheimer Strategic Bond Fund. . . . . . . . . . . . . . . . . . . . .                       283,293
                                                                                              ----------
    Total investment income. . . . . . . . . . . . . . . . . . . . . . . .                     2,527,579
Valuation period deductions (Note 2) . . . . . . . . . . . . . . . . . . .                    (1,006,867)
                                                                                              ----------
Net investment income. . . . . . . . . . . . . . . . . . . . . . . . . . .                     1,520,712
                                                                                              ----------
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
Net realized gain on sales of investments: (Notes 1 and 4)
  Proceeds from sales. . . . . . . . . . . . . . . . . . . . . . . . . . .    $27,617,465
  Cost of investments sold . . . . . . . . . . . . . . . . . . . . . . . .     27,564,734
                                                                              -----------
    Net realized gain  . . . . . . . . . . . . . . . . . . . . . . . . . .                        52,731
Net unrealized gain on investments:
  Beginning of period  . . . . . . . . . . . . . . . . . . . . . . . . . .              0
  End of period  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      6,664,287
                                                                              -----------
    Net unrealized gain  . . . . . . . . . . . . . . . . . . . . . . . . .                     6,664,287
                                                                                              ----------
Net realized and unrealized gain on investments. . . . . . . . . . . . . .                     6,717,018
                                                                                              ----------
Net increase in net assets resulting from operations . . . . . . . . . . .                     8,237,730
                                                                                              ----------
                                                                                              ----------
</TABLE>

See Notes to Financial Statements.


                                      S-4

<PAGE>

VARIABLE ANNUITY ACCOUNT G

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                                               THREE MONTH
                                                              PERIOD ENDED
                                                            DECEMBER 31, 1995
                                                            -----------------
<S>                                                         <C>
FROM OPERATIONS:
Net investment income. . . . . . . . . . . . . . . . . . .         $1,520,712
Net realized and unrealized gain on investments. . . . . .          6,717,018
                                                            -----------------
  Net increase in net assets resulting from operations . .          8,237,730
                                                            -----------------
FROM UNIT TRANSACTIONS:
Variable annuity contract purchase payment . . . . . . . .        295,637,163
Sales and administrative charges deducted by
 the Company . . . . . . . . . . . . . . . . . . . . . .              (98,694)
                                                            -----------------
Variable annuity contract purchase payments. . . . . . . .        295,538,469
Transfers to the Company's fixed account options . . . . .           (265,956)
Redemptions by contract holders. . . . . . . . . . . . . .         (4,878,071)
Other. . . . . . . . . . . . . . . . . . . . . . . . . . .         (2,396,046)
                                                            -----------------
  Net increase in net assets from unit transactions. . . .        287,998,396
                                                            -----------------
Change in net assets . . . . . . . . . . . . . . . . . . .        296,236,126
NET ASSETS:
Beginning of period. . . . . . . . . . . . . . . . . . . .                  0
                                                            -----------------
End of period. . . . . . . . . . . . . . . . . . . . . . .       $296,236,126
                                                            -----------------
                                                            -----------------
</TABLE>

See Notes to Financial Statements.


                                      S-5

<PAGE>

VARIABLE ANNUITY ACCOUNT G

NOTES TO FINANCIAL STATEMENTS - December 31, 1995

1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    Variable Annuity Account G ("Account") is registered under the Investment
    Company Act of 1940 as a unit investment trust.  The Account is sold
    exclusively for use with the individual deferred variable annuity contracts
    originally issued by Confederation Life Insurance and Annuity Company.  The
    Contract allows tax-deferred capital accumulation under specific sections
    of the Internal Revenue Code of 1986, as amended.  The account commenced
    operations on October 2, 1995.

    The accompanying financial statements of the Account have been prepared in
    accordance with generally accepted accounting principles.

    a.  VALUATION OF INVESTMENTS
    Investments in the following Funds are stated at the closing net asset
    value per share as determined by each Fund on December 31, 1995:

    Oppenheimer Funds:
    -   Bond Fund 
    -   Capital Appreciation Fund
    -   Global Securities Fund
    -   Growth Fund
    -   High Income Fund
    -   Money Fund
    -   Multiple Strategies Fund
    -   Strategic Bond Fund
    
    b.  OTHER
    Investment transactions are accounted for on a trade date basis and
    dividend income is recorded on the ex-dividend date.  The cost of
    investments sold is determined by specific identification.

    c.  FEDERAL INCOME TAXES
    The operations of the Account form a part of, and are taxed with, the total
    operations of Aetna Life Insurance and Annuity Company ("Company") which is
    taxed as a life insurance company under the Internal Revenue Code of 1986,
    as amended.
    
    d.  ANNUITY RESERVES
    Annuity reserves held in the Separate Accounts are computed for currently
    payable contracts according to the 83a table, the 83GAM table or a blend of
    the 83a and 83GAM tables, using the assumed interest rate chosen by the
    annuitant, not to exceed seven percent.  Mortality experience is monitored
    by the Company.  Charges to annuity reserves for mortality experience are
    reimbursed to the Company if the reserves required are less than originally
    estimated.  If additional reserves are required, the Company reimburses the
    Account.


2.  VALUATION PERIOD DEDUCTIONS

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


                                         S-6

<PAGE>

VARIABLE ANNUTIY ACCOUNT G

NOTES TO FINANCIAL STATEMENTS - December 31, 1995 (continued)

3.  DIVIDEND INCOME

    On an annual basis, the Funds distribute substantially all of their 
    taxable income and net realized capital gains to their shareholders. 
    Distributions to the Account are automatically reinvested in shares of the
    Funds.  The Account's proportionate share of each Fund's undistributed net
    investment income and accumulated net realized gain on investments is
    included in net unrealized gain in the Statement of Operations.

4.  PURCHASES AND SALES OF INVESTMENTS

    The cost of purchases and proceeds from sales of investments other than
    short-term investments for the three month period ended December 31, 1995
    aggregated $317,090,950 and $27,617,465, respectively.

5.  ESTIMATES 


    The preparation of financial statements in conformity with generally
    accepted accounting principles requires management to make estimates and
    assumptions that affect amounts reported therein. Although actual results 
    could differ from these estimates, any such differences are expected to be
    immaterial to the net assets of the Account.



                                         S-7
<PAGE>

VARIABLE ANNUITY ACCOUNT G

CONDENSED FINANCIAL INFORMATION

CHANGE IN VALUE OF ACCUMULATION UNIT - OCTOBER 2, 1995 TO DECEMBER 31, 1995

<TABLE>
<CAPTION>


                            Value at           Value at          Increase/Decrease
                            Beginning             End               in Value of 
                            of Period           of Period        Accumulation Unit
- -----------------------------------------------------------------------------------
<S>                         <C>                <C>               <C>
OPPENHEIMER FUNDS:
BOND FUND:
 CLIACI                        13.96              14.49               3.80%

CAPITAL APPRECIATION FUND:
 CLIACI                        25.16              26.21               4.17%

GLOBAL SECURITIES FUND:
 CLIACI                        15.89              15.24              (4.09)%

GROWTH FUND:
 CLIACI                        19.40              20.14               3.81%

HIGH INCOME FUND:
 CLIACI                        18.66              19.42               4.07%

MONEY FUND:
 CLIACI                        11.87              12.00               1.10%

MULTIPLE STRATEGIES FUND:
 CLIACI                        16.42              16.70               1.71%

STRATEGY BOND FUND:
 CLIACI                        10.75              11.16               3.81%


</TABLE>



                                      S-8
<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, 1995, 1994 and 1993..............................  F-3
  Consolidated Balance Sheets as of December 31, 1995 and 1994...  F-4
  Consolidated Statements of Changes in Shareholder's Equity for
   the Years Ended
   December 31, 1995, 1994 and 1993..............................  F-5
  Consolidated Statements of Cash Flows for the Years Ended
   December 31, 1995, 1994 and 1993..............................  F-6
Notes to Consolidated Financial Statements.......................  F-7
</TABLE>
 
                                      F-1
<PAGE>
                          INDEPENDENT AUDITORS' REPORT
 
The Shareholder and Board of Directors
Aetna Life Insurance and Annuity Company:
 
We  have  audited the  accompanying consolidated  balance  sheets of  Aetna Life
Insurance and Annuity Company and Subsidiaries as of December 31, 1995 and 1994,
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,   1995.   These   consolidated  financial   statements   are   the
responsibility  of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.
 
We  conducted  our  audits  in  accordance  with  generally  accepted   auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence  supporting
the  amounts and disclosures in the financial statements. An audit also includes
assessing the  accounting  principles used  and  significant estimates  made  by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the consolidated financial statements referred to above  present
fairly, in all material respects, the financial position of Aetna Life Insurance
and  Annuity Company and Subsidiaries as of  December 31, 1995 and 1994, and the
results of their operations and  their cash flows for each  of the years in  the
three-year period ended December 31, 1995, 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.
 
                                                           KPMG Peat Marwick LLP
 
Hartford, Connecticut
February 6, 1996
 
                                      F-2
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
                       Consolidated Statements of Income
                                   (millions)
 
<TABLE>
<CAPTION>
                                                           YEARS ENDED DECEMBER 31,
                                                         ----------------------------
                                                           1995      1994      1993
                                                         --------  --------  --------
<S>                                                      <C>       <C>       <C>
Revenue:
  Premiums.............................................  $  130.8  $  124.2  $   82.1
  Charges assessed against policyholders...............     318.9     279.0     251.5
  Net investment income................................   1,004.3     917.2     911.9
  Net realized capital gains...........................      41.3       1.5       9.5
  Other income.........................................      42.0      10.3       9.5
                                                         --------  --------  --------
    Total revenue......................................   1,537.3   1,332.2   1,264.5
                                                         --------  --------  --------
Benefits and expenses:
  Current and future benefits..........................     915.3     854.1     818.4
  Operating expenses...................................     318.7     235.2     207.2
  Amortization of deferred policy acquisition costs....      43.3      26.4      19.8
                                                         --------  --------  --------
    Total benefits and expenses........................   1,277.3   1,115.7   1,045.4
                                                         --------  --------  --------
Income before federal income taxes.....................     260.0     216.5     219.1
  Federal income taxes.................................      84.1      71.2      76.2
                                                         --------  --------  --------
Net income.............................................  $  175.9  $  145.3  $  142.9
                                                         --------  --------  --------
                                                         --------  --------  --------
</TABLE>
 
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
 
                                      F-3
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
                          Consolidated Balance Sheets
                                   (millions)
 
<TABLE>
<CAPTION>
                                                             DECEMBER 31,
                                                         --------------------
                                                           1995       1994
                                                         ---------  ---------
<S>                                                      <C>        <C>
ASSETS
- -------------------------------------------------------
Investments:
  Debt securities, available for sale:
   (amortized cost: $11,923.7 and $10,577.8)...........  $12,720.8  $10,191.4
  Equity securities, available for sale:
    Non-redeemable preferred stock (cost: $51.3 and
     $43.3)............................................       57.6       47.2
    Investment in affiliated mutual funds (cost: $173.4
     and $187.1).......................................      191.8      181.9
    Common stock (cost: $6.9 at December 31, 1995).....        8.2         --
  Short-term investments...............................       15.1       98.0
  Mortgage loans.......................................       21.2        9.9
  Policy loans.........................................      338.6      248.7
  Limited partnership..................................         --       24.4
                                                         ---------  ---------
      Total investments................................   13,353.3   10,801.5
 
Cash and cash equivalents..............................      568.8      623.3
Accrued investment income..............................      175.5      142.2
Premiums due and other receivables.....................       37.3       75.8
Deferred policy acquisition costs......................    1,341.3    1,164.3
Reinsurance loan to affiliate..........................      655.5      690.3
Other assets...........................................       26.2       15.9
Separate Accounts assets...............................   10,987.0    7,420.8
                                                         ---------  ---------
      Total assets.....................................  $27,144.9  $20,934.1
                                                         ---------  ---------
                                                         ---------  ---------
LIABILITIES AND SHAREHOLDER'S EQUITY
- -------------------------------------------------------
Liabilities:
  Future policy benefits...............................  $ 3,594.6  $ 2,912.7
  Unpaid claims and claim expenses.....................       27.2       23.8
  Policyholders' funds left with the Company...........   10,500.1    8,949.3
                                                         ---------  ---------
      Total insurance reserve liabilities..............   14,121.9   11,885.8
  Other liabilities....................................      259.2      302.1
  Federal income taxes:
    Current............................................       24.2        3.4
    Deferred...........................................      169.6      233.5
  Separate Accounts liabilities........................   10,987.0    7,420.8
                                                         ---------  ---------
      Total liabilities................................   25,561.9   19,845.6
                                                         ---------  ---------
                                                         ---------  ---------
Shareholder's equity:
  Common stock, par value $50 (100,000 shares
   authorized;
   55,000 shares issued and outstanding)...............        2.8        2.8
  Paid-in capital......................................      407.6      407.6
  Net unrealized capital gains (losses)................      132.5     (189.0)
  Retained earnings....................................    1,040.1      867.1
                                                         ---------  ---------
      Total shareholder's equity.......................    1,583.0    1,088.5
                                                         ---------  ---------
        Total liabilities and shareholder's equity.....  $27,144.9  $20,934.1
                                                         ---------  ---------
                                                         ---------  ---------
</TABLE>
 
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
 
                                      F-4
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
           Consolidated Statements of Changes in Shareholder's Equity
                                   (millions)
 
<TABLE>
<CAPTION>
                                                             YEARS ENDED DECEMBER 31,
                                                         --------------------------------
                                                           1995       1994        1993
                                                         ---------  ---------   ---------
<S>                                                      <C>        <C>         <C>
Shareholder's equity, beginning of year................  $ 1,088.5  $ 1,246.7   $   990.1
Net change in unrealized capital gains (losses)........      321.5     (303.5)      113.7
Net income.............................................      175.9      145.3       142.9
Common stock dividends declared........................       (2.9)        --          --
                                                         ---------  ---------   ---------
Shareholder's equity, end of year......................  $ 1,583.0  $ 1,088.5   $ 1,246.7
                                                         ---------  ---------   ---------
                                                         ---------  ---------   ---------
</TABLE>
 
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
 
                                      F-5
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
                     Consolidated Statements of Cash Flows
                                   (millions)
 
<TABLE>
<CAPTION>
                                                               YEARS ENDED DECEMBER 31,
                                                         ------------------------------------
                                                            1995         1994         1993
                                                         ----------   ----------   ----------
<S>                                                      <C>          <C>          <C>
Cash Flows from Operating Activities:
  Net income...........................................  $    175.9   $    145.3   $    142.9
  Adjustments to reconcile net income to net cash
   provided by operating activities:
    Increase in accrued investment income..............       (33.3)       (17.5)       (11.1)
    Decrease (increase) in premiums due and other
     receivables.......................................        25.4          1.3         (5.6)
    Increase in policy loans...........................       (89.9)       (46.0)       (36.4)
    Increase in deferred policy acquisition costs......      (177.0)      (105.9)       (60.5)
    Decrease in reinsurance loan to affiliate..........        34.8         27.8         31.8
    Net increase in universal life account balances....       393.4        164.7        126.4
    Increase in other insurance reserve liabilities....        79.0         75.1         86.1
    Net increase in other liabilities and other
     assets............................................        15.0         53.9          7.0
    Decrease in federal income taxes...................        (6.5)       (11.7)        (3.7)
    Net accretion of discount on bonds.................       (66.4)       (77.9)       (88.1)
    Net realized capital gains.........................       (41.3)        (1.5)        (9.5)
    Other, net.........................................          --         (1.0)         0.2
                                                         ----------   ----------   ----------
      Net cash provided by operating activities........       309.1        206.6        179.5
                                                         ----------   ----------   ----------
Cash Flows from Investing Activities:
  Proceeds from sales of:
    Debt securities available for sale.................     4,207.2      3,593.8        473.9
    Equity securities..................................       180.8         93.1         89.6
    Mortgage loans.....................................        10.7           --           --
    Limited partnership................................        26.6           --           --
  Investment maturities and collections of:
    Debt securities available for sale.................       583.9      1,289.2      2,133.3
    Short-term investments.............................       106.1         30.4         19.7
  Cost of investment purchases in:
    Debt securities....................................    (6,034.0)    (5,621.4)    (3,669.2)
    Equity securities..................................      (170.9)      (162.5)      (157.5)
    Short-term investments.............................       (24.7)      (106.1)       (41.3)
    Mortgage loans.....................................       (21.3)          --           --
    Limited partnership................................          --        (25.0)          --
                                                         ----------   ----------   ----------
      Net cash used for investing activities...........    (1,135.6)      (908.5)    (1,151.5)
                                                         ----------   ----------   ----------
Cash Flows from Financing Activities:
  Deposits and interest credited for investment
   contracts...........................................     1,884.5      1,737.8      2,117.8
  Withdrawals of investment contracts..................    (1,109.6)      (948.7)    (1,000.3)
  Dividends paid to shareholder........................        (2.9)          --           --
                                                         ----------   ----------   ----------
      Net cash provided by financing activities........       772.0        789.1      1,117.5
                                                         ----------   ----------   ----------
 
Net (decrease) increase in cash and cash equivalents...       (54.5)        87.2        145.5
Cash and cash equivalents, beginning of year...........       623.3        536.1        390.6
                                                         ----------   ----------   ----------
Cash and cash equivalents, end of year.................  $    568.8   $    623.3   $    536.1
                                                         ----------   ----------   ----------
                                                         ----------   ----------   ----------
Supplemental cash flow information:
  Income taxes paid, net...............................  $     90.2   $     82.6   $     79.9
                                                         ----------   ----------   ----------
                                                         ----------   ----------   ----------
</TABLE>
 
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
 
                                      F-6
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
                   Notes to Consolidated Financial Statements
                       December 31, 1995, 1994, and 1993
 
1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Aetna  Life  Insurance and  Annuity Company  and  its wholly  owned subsidiaries
(collectively, the  "Company") is  a  provider of  financial services  and  life
insurance  products in the United States. The Company has two business segments,
financial services and life insurance.
 
The financial services products include  individual and group annuity  contracts
which  offer  a variety  of funding  and distribution  options for  personal and
employer-sponsored retirement  plans that  qualify under  Internal Revenue  Code
Sections  401, 403, 408 and 457,  and individual and group non-qualified annuity
contracts. These  contracts  may  be  immediate  or  deferred  and  are  offered
primarily to individuals, pension plans, small businesses and employer-sponsored
groups  in the health care, government, education (collectively "not-for-profit"
organizations) and corporate  markets. Financial services  also include  pension
plan administrative services.
 
The  life insurance  products include  universal life,  variable universal life,
interest sensitive whole  life and  term insurance. These  products are  offered
primarily  to  individuals,  small  businesses,  employer  sponsored  groups and
executives of Fortune 2000 companies.
 
BASIS OF PRESENTATION
 
The consolidated financial statements include  Aetna Life Insurance and  Annuity
Company  and its wholly  owned subsidiaries, Aetna  Insurance Company of America
and Aetna Private Capital,  Inc. Aetna Life Insurance  and Annuity Company is  a
wholly  owned subsidiary of Aetna Retirement  Services, Inc. ("ARSI"). ARSI is a
wholly owned  subsidiary  of Aetna  Life  and Casualty  Company  ("Aetna").  Two
subsidiaries,  Systematized  Benefits  Administrators, Inc.  ("SBA"),  and Aetna
Investment Services,  Inc.  ("AISI"),  which were  previously  reported  in  the
consolidated  financial statements were distributed in  the form of dividends to
ARSI in December of  1995. The impact to  the Company's financial statements  of
distributing these dividends was immaterial.
 
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 1994 and 1993 financial
information to conform to the 1995 presentation.
 
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.
 
                                      F-7
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
             Notes to Consolidated Financial Statements (continued)
                       December 31, 1995, 1994, and 1993
 
1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
USE OF ESTIMATES
 
The preparation of  financial statements in  conformity with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the amounts reported in the financial statements and accompanying notes.
Actual results could differ from reported results using those estimates.
 
CASH AND CASH EQUIVALENT
 
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,  1995 and  1994,  all  of the  Company's  debt  securities are
classified as available for sale and carried at fair value. These securities are
written down (as  realized losses) for  other than temporary  decline in  value.
Unrealized gains and losses related to these securities, after deducting amounts
allocable  to experience-rated contractholders and  related taxes, are reflected
in shareholder's equity.
 
Fair values for  debt securities  are based on  quoted market  prices or  dealer
quotations.  Where quoted market prices or  dealer quotations are not available,
fair values are measured utilizing  quoted market prices for similar  securities
or by using discounted cash flow methods. Cost for mortgage-backed securities is
adjusted  for unamortized premiums and discounts,  which are amortized using the
interest method over the  estimated remaining term  of the securities,  adjusted
for anticipated prepayments.
 
Purchases and sales of debt securities are recorded on the trade date.
 
Equity Securities
 
Equity securities are classified as available for sale and carried at fair value
based  on  quoted  market prices  or  dealer quotations.  Equity  securities are
written down (as realized  losses) for other than  temporary declines in  value.
Unrealized  gains  and  losses  related  to  such  securities  are  reflected in
shareholder's equity. Purchases and sales are recorded on the trade date.
 
The investment in affiliated mutual funds represents an investment in the  Aetna
Series  Fund, Inc., a retail  mutual fund which has  been seeded by the Company,
and is carried at fair value.
 
Mortgage Loans and Policy Loans
 
Mortgage loans and policy loans are carried at unpaid principal balances net  of
valuation  reserves, which approximates  fair value, and  are generally secured.
Purchases and sales of mortgage loans are recorded on the closing date.
 
                                      F-8
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
             Notes to Consolidated Financial Statements (continued)
                       December 31, 1995, 1994, and 1993
 
1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Limited Partnership
 
The Company's limited partnership investment was carried at the amount  invested
plus the Company's share of undistributed operating results and unrealized gains
(losses),  which approximates  fair value. The  Company disposed  of the limited
partnership during 1995.
 
Short-Term Investments
 
Short-term investments,  consisting primarily  of money  market instruments  and
other  debt issues purchased with  an original maturity of  over ninety days and
less than one year, are  considered available for sale  and are carried at  fair
value, which approximates amortized cost.
 
DEFERRED POLICY ACQUISITION COSTS
 
Certain  costs of acquiring insurance business  have been deferred. These costs,
all of  which vary  with and  are primarily  related to  the production  of  new
business,  consist principally of commissions,  certain expenses of underwriting
and issuing  contracts and  certain  agency expenses.  For fixed  ordinary  life
contracts,  such costs are  amortized over expected  premium-paying periods. For
universal life  and  certain annuity  contracts,  such costs  are  amortized  in
proportion  to  estimated gross  profits and  adjusted  to reflect  actual gross
profits. These  costs  are  amortized  over twenty  years  for  annuity  pension
contracts, and over the contract period for universal life contracts.
 
Deferred  policy acquisition  costs are  written off  to the  extent that  it is
determined that future policy  premiums and investment  income or gross  profits
would not be adequate to cover related losses and expenses.
 
INSURANCE RESERVE LIABILITIES
 
The Company's liabilities include reserves related to fixed ordinary life, fixed
universal  life and fixed annuity contracts. Reserves for future policy benefits
for fixed  ordinary  life  contracts  are  computed  on  the  basis  of  assumed
investment  yield,  assumed  mortality, withdrawals  and  expenses,  including a
margin for adverse deviation,  which generally vary by  plan, year of issue  and
policy  duration. Reserve  interest rates  range from  2.25% to  10.00%. 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 6.38% in 1995  and
4.00%  to 5.85%  in 1994.  For all  other fixed  options, the  interest credited
ranged from 5.00% to 7.00% in 1995 and 5.00% to 7.50% in 1994.
 
Reserves for  fixed annuity  contracts  in the  annuity  period and  for  future
amounts  due under  settlement options are  computed actuarially  using the 1971
Individual Annuity Mortality Table, the 1983 Individual Annuity Mortality Table,
the
 
                                      F-9
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
             Notes to Consolidated Financial Statements (continued)
                       December 31, 1995, 1994, and 1993
 
1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
1983 Group Annuity  Mortality Table  and, in some  cases, mortality  improvement
according  to scales  G and H,  at assumed  interest rates ranging  from 3.5% to
9.5%. Reserves relating  to contracts  with life contingencies  are included  in
Future  Policy  Benefits. For  other contracts,  the  reserves are  reflected in
Policyholders' Funds Left With the Company.
 
Unpaid claims for all  lines of insurance include  benefits for reported  losses
and estimates of benefits for losses incurred but not reported.
 
PREMIUMS, CHARGES ASSESSED AGAINST POLICYHOLDERS, BENEFITS AND EXPENSES
 
Premiums  are recorded  as revenue when  due for fixed  ordinary life contracts.
Charges assessed against policyholders' funds  for cost of insurance,  surrender
charges,  actuarial margin and other fees  are recorded as revenue for universal
life and certain annuity contracts. Policy benefits and expenses are recorded in
relation to  the  associated  premiums  or  gross profit  so  as  to  result  in
recognition of profits over the expected lives of the contracts.
 
SEPARATE ACCOUNTS
 
Assets  held under variable  universal life, variable  life and variable annuity
contracts are segregated in Separate Accounts and are invested, as designated by
the contractholder or participant under a contract, in shares of Aetna  Variable
Fund, Aetna Income Shares, Aetna Variable Encore Fund, Aetna Investment Advisers
Fund,  Inc., Aetna GET Fund, or The Aetna Series Fund Inc., which are managed by
the Company or other selected mutual funds not managed by the Company.  Separate
Accounts  assets  and liabilities  are carried  at fair  value except  for those
relating to a  guaranteed interest option  which is offered  through a  Separate
Account.  The assets of the Separate  Account supporting the guaranteed interest
option are carried at an amortized cost  of $322.2 million for 1995 (fair  value
$343.9  million) and $149.7 million for  1994 (fair value $146.3 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 both 1995
and 1994.  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.
 
                                      F-10
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
             Notes to Consolidated Financial Statements (continued)
                       December 31, 1995, 1994, and 1993
 
2.  INVESTMENTS
Investments in debt securities available for  sale as of December 31, 1995  were
as follows:
 
<TABLE>
<CAPTION>
                                                            GROSS        GROSS
                                               AMORTIZED  UNREALIZED   UNREALIZED     FAIR
                                                 COST       GAINS        LOSSES       VALUE
                                               ---------  ----------   ----------   ---------
                                                                 (MILLIONS)
<S>                                            <C>        <C>          <C>          <C>
U.S. Treasury securities and obligations of
 U.S. government agencies and corporations...  $   539.5    $ 47.5       $  --      $   587.0
Obligations of states and political
 subdivisions................................       41.4      12.4          --           53.8
U.S. Corporate securities:
  Financial..................................    2,764.4     110.3         2.1        2,872.6
  Utilities..................................      454.4      27.8         1.0          481.2
  Other......................................    2,177.7     159.5         1.2        2,336.0
                                               ---------  ----------     -----      ---------
  Total U.S. Corporate securities............    5,396.5     297.6         4.3        5,689.8
Foreign securities:
  Government.................................      316.4      26.1         2.0          340.5
  Financial..................................      534.2      45.4         3.5          576.1
  Utilities..................................      236.3      32.9          --          269.2
  Other......................................      215.7      15.1          --          230.8
                                               ---------  ----------     -----      ---------
  Total Foreign securities...................    1,302.6     119.5         5.5        1,416.6
Residential mortgage-backed securities:
  Residential pass-throughs..................      556.7      99.2         1.8          654.1
  Residential CMOs...........................    2,383.9     167.6         2.2        2,549.3
                                               ---------  ----------     -----      ---------
  Total Residential mortgage-backed
   securities................................    2,940.6     266.8         4.0        3,203.4
Commercial/Multifamily mortgage-backed
 securities..................................      741.9      32.3         0.2          774.0
                                               ---------  ----------     -----      ---------
  Total Mortgage-backed securities...........    3,682.5     299.1         4.2        3,977.4
Other asset-backed securities................      961.2      35.5         0.5          996.2
                                               ---------  ----------     -----      ---------
Total debt securities available for sale.....  $11,923.7    $811.6       $14.5      $12,720.8
                                               ---------  ----------     -----      ---------
                                               ---------  ----------     -----      ---------
</TABLE>
 
                                      F-11
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
             Notes to Consolidated Financial Statements (continued)
                       December 31, 1995, 1994, and 1993
 
2.  INVESTMENTS (CONTINUED)
Investments  in debt securities available for sale  as of December 31, 1994 were
as follows:
 
<TABLE>
<CAPTION>
                                                            GROSS        GROSS
                                               AMORTIZED  UNREALIZED   UNREALIZED     FAIR
                                                 COST       GAINS        LOSSES       VALUE
                                               ---------  ----------   ----------   ---------
                                                                 (MILLIONS)
<S>                                            <C>        <C>          <C>          <C>
U.S. Treasury securities and obligations of
 U.S. government agencies and corporations...  $ 1,396.1    $  2.0       $ 84.2     $ 1,313.9
Obligations of states and political
 subdivisions................................       37.9       1.2           --          39.1
U.S. Corporate securities:
  Financial..................................    2,216.9       3.8        109.4       2,111.3
  Utilities..................................      100.1        --          7.9          92.2
  Other......................................    1,344.3       6.0         67.9       1,282.4
                                               ---------  ----------   ----------   ---------
  Total U.S. Corporate securities............    3,661.3       9.8        185.2       3,485.9
Foreign securities:
  Government.................................      434.4       1.2         33.9         401.7
  Financial..................................      368.2       1.1         23.0         346.3
  Utilities..................................      204.4       2.5          9.5         197.4
  Other......................................       46.3       0.8          1.5          45.6
                                               ---------  ----------   ----------   ---------
  Total Foreign securities...................    1,053.3       5.6         67.9         991.0
Residential mortgage-backed securities:
  Residential pass-throughs..................      627.1      81.5          5.0         703.6
  Residential CMOs...........................    2,671.0      32.9        139.4       2,564.5
                                               ---------  ----------   ----------   ---------
Total Residential mortgage-backed
 securities..................................    3,298.1     114.4        144.4       3,268.1
Commercial/Multifamily mortgage-backed
 securities..................................      435.0       0.2         21.3         413.9
                                               ---------  ----------   ----------   ---------
Total Mortgage-backed securities.............    3,733.1     114.6        165.7       3,682.0
Other asset-backed securities................      696.1       0.2         16.8         679.5
                                               ---------  ----------   ----------   ---------
Total debt securities available for sale.....  $10,577.8    $133.4       $519.8     $10,191.4
                                               ---------  ----------   ----------   ---------
                                               ---------  ----------   ----------   ---------
</TABLE>
 
At December 31,  1995 and  1994, net unrealized  appreciation (depreciation)  of
$797.1  million and $(386.4)  million, respectively, on  available for sale debt
securities included $619.1 million  and $(308.6) million, respectively,  related
to  experience-rated contractholders,  which were not  included in shareholder's
equity.
 
                                      F-12
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
             Notes to Consolidated Financial Statements (continued)
                       December 31, 1995, 1994, and 1993
 
2.  INVESTMENTS (CONTINUED)
The amortized cost and fair value of debt securities for the year ended December
31, 1995 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.....................................  $   348.8  $   351.1
  After one year through five years....................    2,100.2    2,159.5
  After five years through ten years...................    2,516.0    2,663.4
  After ten years......................................    2,315.0    2,573.2
  Mortgage-backed securities...........................    3,682.5    3,977.4
  Other asset-backed securities........................      961.2      996.2
                                                         ---------  ---------
  Total................................................  $11,923.7  $12,720.8
                                                         ---------  ---------
                                                         ---------  ---------
</TABLE>
 
The Company engages in  securities lending whereby  certain securities from  its
portfolio  are  loaned to  other institutions  for short  periods of  time. Cash
collateral, which is in excess of the market value of the loaned securities,  is
deposited by the borrower with a lending agent, and retained and invested by the
lending agent to generate additional income for the Company. The market value of
the  loaned securities is monitored on  a daily basis with additional collateral
obtained or refunded as the market  value fluctuates. At December 31, 1995,  the
Company  had loaned  securities (which are  reflected as invested  assets on the
Consolidated Balance  Sheets)  with  a  market  value  of  approximately  $264.5
million.
 
At  December 31, 1995 and 1994, debt securities carried at $7.4 million and $7.0
million, respectively, were on deposit as required by regulatory authorities.
 
The valuation reserve for mortgage loans was $3.1 million at December 31,  1994.
There  was no  valuation reserve  for mortgage loans  at December  31, 1995. The
carrying value of  non-income producing  investments was $0.1  million and  $0.2
million at December 31, 1995 and 1994, respectively.
 
                                      F-13
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
             Notes to Consolidated Financial Statements (continued)
                       December 31, 1995, 1994, and 1993
 
2.  INVESTMENTS (CONTINUED)
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, 1995 are as follows:
 
<TABLE>
<CAPTION>
                                                         AMORTIZED
DEBT SECURITIES                                             COST     FAIR VALUE
                                                         ----------  ----------
                                                               (MILLIONS)
<S>                                                      <C>         <C>
General Electric Corporation...........................    $ 314.9     $  329.3
General Motors Corporation.............................      273.9        284.5
Associates Corporation of North America................      230.2        239.1
Society National Bank..................................      203.5        222.3
Ciesco, L.P............................................      194.9        194.9
Countrywide Funding....................................      171.2        172.7
Baxter International...................................      168.9        168.9
Time Warner............................................      158.6        166.1
Ford Motor Company.....................................      156.7        162.6
</TABLE>
 
The  portfolio of debt securities at December  31, 1995 and 1994 included $662.5
million and $318.3 million, respectively, (5% and 3%, respectively, of the  debt
securities)  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.
The increase in below investment grade securities  is the result of a change  in
investment  strategy, which  has reduced  the Company's  holdings in residential
mortgage-back securities  and  increased  the Company's  holdings  in  corporate
securities.   Residential  mortgage-back   securities  are   subject  to  higher
prepayment risk  and lower  credit risk,  while corporate  securities earning  a
comparable yield are subject to higher credit risk and lower prepayment risk. We
expect  the percentage  of below  investment grade  securities will  increase in
1996, but we expect that  the overall average quality  of the portfolio of  debt
securities  will remain  at AA-. Of  these below investment  grade assets, $14.5
million and $31.8  million, at December  31, 1995 and  1994, respectively,  were
investments  that were  purchased at  investment grade,  but whose  ratings have
since been downgraded.
 
Included in  residential mortgage-back  securities are  collateralized  mortgage
obligations  ("CMOs") with carrying  values of $2.5 billion  and $2.6 billion at
December 31,  1995  and 1994,  respectively.  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, 1995
and 1994, approximately 79% and 85%, respectively, of the Company's CMO holdings
consisted of sequential and planned amortization class debt securities which are
subject to less  prepayment and extension  risk than other  CMO instruments.  At
December  31, 1995  and 1994,  approximately 81%  and 82%,  respectively, 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.
 
                                      F-14
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
             Notes to Consolidated Financial Statements (continued)
                       December 31, 1995, 1994, and 1993
 
2.  INVESTMENTS (CONTINUED)
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,  1995 and 1994,  approximately 3% and  4%, 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  was
mitigated  somewhat by 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 somewhat by holding  offsetting
positions in POs. During dramatic decreases in interest rates POs would generate
future cash flows much quicker than originally anticipated.
 
Investments in available for sale equity securities were as follows:
 
<TABLE>
<CAPTION>
                                               GROSS       GROSS
                                             UNREALIZED  UNREALIZED
                                      COST     GAINS       LOSSES    FAIR VALUE
                                     ------  ----------  ----------  ----------
                                                     (MILLIONS)
<S>                                  <C>     <C>         <C>         <C>
1995
  Equity Securities................  $231.6     $ 27.2      $ 1.2      $ 257.6
                                     ------      -----        ---    ----------
1994
  Equity Securities................  $230.5     $  6.5      $ 7.9      $ 229.1
                                     ------      -----        ---    ----------
</TABLE>
 
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
$61.1 million, $(29.1) million and $(54.8) million for the years ended  December
31,  1995, 1994,  and 1993,  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
$7.3  million and  $(50.7) million  at the  end of  December 31,  1995 and 1994,
respectively.
 
Changes to the mortgage loan valuation reserve and writedowns on debt securities
are included  in  net realized  capital  gains  (losses) and  amounted  to  $3.1
million,  $1.1 million and $(98.5) million,  of which $2.2 million, $0.8 million
and $(91.5) million were allocable to experience-rated contractholders, for  the
years ended December 31, 1995, 1994 and 1993, respectively. The 1993 losses were
primarily  related to writedowns of  interest-only mortgage-backed securities to
their fair value.
 
                                      F-15
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
             Notes to Consolidated Financial Statements (continued)
                       December 31, 1995, 1994, and 1993
 
3.  CAPITAL GAINS AND LOSSES ON INVESTMENT OPERATIONS (CONTINUED)
Net realized capital gains (losses) on investments, net of amounts allocated  to
experience-rated contracts, were as follows:
 
<TABLE>
<CAPTION>
                                                         1995   1994     1993
                                                         -----  -----   ------
                                                              (MILLIONS)
<S>                                                      <C>    <C>     <C>
Debt securities........................................  $32.8  $ 1.0   $  9.6
Equity securities......................................    8.3    0.2      0.1
Mortgage loans.........................................    0.2    0.3     (0.2)
                                                         -----  -----   ------
Pretax realized capital gains..........................  $41.3  $ 1.5   $  9.5
                                                         -----  -----   ------
After-tax realized capital gains.......................  $25.8  $ 1.0   $  6.2
                                                         -----  -----   ------
</TABLE>
 
Gross  gains of $44.6 million, $26.6 million  and $33.3 million and gross losses
of $11.8 million, $25.6 million and  $23.7 million were realized from the  sales
of investments in debt securities in 1995, 1994 and 1993, 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>
                                                          1995     1994      1993
                                                         ------  --------   ------
                                                                (MILLIONS)
<S>                                                      <C>     <C>        <C>
Debt securities........................................  $255.9  $ (242.1)  $164.3
Equity securities......................................    27.3     (13.3)    10.6
Limited partnership....................................     1.8      (1.8)      --
                                                         ------  --------   ------
                                                          285.0    (257.2)   174.9
Deferred federal income taxes (See Note 6).............   (36.5)     46.3     61.2
                                                         ------  --------   ------
Net change in unrealized capital gains (losses)........  $321.5  $ (303.5)  $113.7
                                                         ------  --------   ------
                                                         ------  --------   ------
</TABLE>
 
Net unrealized capital gains (losses) allocable to experience-rated contracts of
$515.0  million and $104.1 million at December 31, 1995 and $(260.9) million and
$(47.7) million at December 31, 1994  are reflected on the Consolidated  Balance
Sheet  in Policyholders' Funds Left With the Company and Future Policy Benefits,
respectively, and are not included in shareholder's equity.
 
                                      F-16
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
             Notes to Consolidated Financial Statements (continued)
                       December 31, 1995, 1994, and 1993
 
3.  CAPITAL GAINS AND LOSSES ON INVESTMENT OPERATIONS (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>
                                                          1995    1994      1993
                                                         ------  -------   -------
                                                                (MILLIONS)
<S>                                                      <C>     <C>       <C>
Debt securities
  Gross unrealized capital gains.......................  $179.3  $  27.4   $ 164.3
  Gross unrealized capital losses......................    (1.3)  (105.2)       --
                                                         ------  -------   -------
                                                          178.0    (77.8)    164.3
Equity securities
  Gross unrealized capital gains.......................    27.2      6.5      12.0
  Gross unrealized capital losses......................    (1.2)    (7.9)     (0.1)
                                                         ------  -------   -------
                                                           26.0     (1.4)     11.9
Limited Partnership
  Gross unrealized capital gains.......................      --       --        --
  Gross unrealized capital losses......................      --     (1.8)       --
                                                         ------  -------   -------
Deferred federal income taxes (See Note 6).............    71.5    108.0      61.7
                                                         ------  -------   -------
Net unrealized capital gains (losses)..................  $132.5  $(189.0)  $ 114.5
                                                         ------  -------   -------
                                                         ------  -------   -------
</TABLE>
 
4.  NET INVESTMENT INCOME
Sources of net investment income were as follows:
 
<TABLE>
<CAPTION>
                                                           1995     1994    1993
                                                         --------  ------  ------
                                                                (MILLIONS)
<S>                                                      <C>       <C>     <C>
Debt securities........................................  $  891.5  $823.9  $828.0
Preferred stock........................................       4.2     3.9     2.3
Investment in affiliated mutual funds..................      14.9     5.2     2.9
Mortgage loans.........................................       1.4     1.4     1.5
Policy loans...........................................      13.7    11.5    10.8
Reinsurance loan to affiliate..........................      46.5    51.5    53.3
Cash equivalents.......................................      38.9    29.5    16.8
Other..................................................       8.4     6.7     7.7
                                                         --------  ------  ------
Gross investment income................................   1,019.5   933.6   923.3
Less investment expenses...............................     (15.2)  (16.4)  (11.4)
                                                         --------  ------  ------
Net investment income..................................  $1,004.3  $917.2  $911.9
                                                         --------  ------  ------
                                                         --------  ------  ------
</TABLE>
 
Net  investment   income   includes  amounts   allocable   to   experience-rated
contractholders  of $744.2  million, $677.1 million  and $661.3  million for the
years ended December 31, 1995, 1994 and 1993, respectively. Interest credited to
contractholders is included in Current and Future Benefits.
 
                                      F-17
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
             Notes to Consolidated Financial Statements (continued)
                       December 31, 1995, 1994, and 1993
 
5.  DIVIDEND RESTRICTIONS AND SHAREHOLDER'S EQUITY
The Company distributed  $2.9 million in  the form  of dividends of  two of  its
subsidiaries, SBA and AISI, to Aetna Retirement Services, Inc. in 1995.
 
The  amount of  dividends that may  be paid  to the shareholder  in 1996 without
prior approval by  the Insurance  Commissioner of  the State  of Connecticut  is
$70.0 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  $70.0 million,  $64.9 million  and $77.6
million for the  years ended  December 31,  1995, 1994  and 1993,  respectively.
Statutory  shareholder's  equity was  $670.7 million  and  $615.0 million  as of
December 31, 1995 and 1994, respectively.
 
At December 31, 1995  and 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.
 
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.
 
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>
                                                         1995   1994    1993
                                                         -----  -----  -------
                                                              (MILLIONS)
<S>                                                      <C>    <C>    <C>
Current taxes (benefits):
  Income from operations...............................  $82.9  $78.7  $  87.1
  Net realized capital gains...........................   28.5  (33.2)    18.1
                                                         -----  -----  -------
                                                         111.4   45.5    105.2
                                                         -----  -----  -------
Deferred taxes (benefits):
  Income from operations...............................  (14.4)  (8.0)   (14.2)
  Net realized capital gains...........................  (12.9)  33.7    (14.8)
                                                         -----  -----  -------
                                                         (27.3)  25.7    (29.0)
                                                         -----  -----  -------
  Total................................................  $84.1  $71.2  $  76.2
                                                         -----  -----  -------
                                                         -----  -----  -------
</TABLE>
 
                                      F-18
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
             Notes to Consolidated Financial Statements (continued)
                       December 31, 1995, 1994, and 1993
 
6.  FEDERAL INCOME TAXES (CONTINUED)
Income tax  expense was  different  from the  amount  computed by  applying  the
federal  income tax rate to income before federal income taxes for the following
reasons:
 
<TABLE>
<CAPTION>
                                                          1995    1994    1993
                                                         ------  ------  ------
                                                               (MILLIONS)
<S>                                                      <C>     <C>     <C>
Income before federal income taxes.....................  $260.0  $216.5  $219.1
Tax rate...............................................     35%     35%     35%
                                                         ------  ------  ------
Application of the tax rate............................    91.0    75.8    76.7
                                                         ------  ------  ------
Tax effect of:
  Excludable dividends.................................    (9.3)   (8.6)   (8.7)
  Tax reserve adjustments..............................     3.9     2.9     4.7
  Reinsurance transaction..............................    (0.5)    1.9    (0.2)
  Tax rate change on deferred liabilities..............      --      --     3.7
  Other, net...........................................    (1.0)   (0.8)     --
                                                         ------  ------  ------
  Income tax expense...................................  $ 84.1  $ 71.2  $ 76.2
                                                         ------  ------  ------
                                                         ------  ------  ------
</TABLE>
 
The tax effects of temporary differences  that give rise to deferred tax  assets
and deferred tax liabilities at December 31 are presented below:
 
<TABLE>
<CAPTION>
                                                          1995    1994
                                                         ------  ------
                                                           (MILLIONS)
<S>                                                      <C>     <C>
Deferred tax assets:
  Insurance reserves...................................  $290.4  $211.5
  Net unrealized capital losses........................      --   136.3
  Unrealized gains allocable to experience-rated
   contracts...........................................   216.7      --
  Investment losses not currently deductible...........     7.3    15.5
  Postretirement benefits other than pensions..........     7.7     8.4
  Other................................................    32.0    28.3
                                                         ------  ------
Total gross assets.....................................   554.1   400.0
Less valuation allowance...............................      --   136.3
                                                         ------  ------
Deferred tax assets, net of valuation..................   554.1   263.7
Deferred tax liabilities:
  Deferred policy acquisition costs....................   433.0   385.2
  Unrealized losses allocable to experience-rated
   contracts...........................................      --   108.0
  Market discount......................................     4.4     3.6
  Net unrealized capital gains.........................   288.2      --
  Other................................................    (1.9)    0.4
                                                         ------  ------
Total gross liabilities................................   723.7   497.2
                                                         ------  ------
Net deferred tax liability.............................  $169.6  $233.5
                                                         ------  ------
                                                         ------  ------
</TABLE>
 
                                      F-19
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
             Notes to Consolidated Financial Statements (continued)
                       December 31, 1995, 1994, and 1993
 
6.  FEDERAL INCOME TAXES (CONTINUED)
Net  unrealized capital gains  and losses are  presented in shareholder's equity
net of deferred  taxes. At December  31, 1994, $81.0  million of net  unrealized
capital  losses  were reflected  in  shareholder's equity  without  deferred tax
benefits. As  of December  31, 1995,  no valuation  allowance was  required  for
unrealized capital gains and losses. The reversal of the valuation allowance had
no impact on net income in 1995.
 
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,  1995. 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 challenges. The Service has commenced its examinations  for
the years 1987 through 1990.
 
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
Projected  Unit  Credit  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 1993  through 1995, 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 1993  through
1995, 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.
 
The cost to the Company associated with the Aetna postretirement plans for 1995,
1994 and 1993 were $1.4 million, $1.0 million and $0.8 million, respectively.
 
Agent Postretirement  Benefits--The Company,  in  conjunction with  Aetna,  also
provides  certain  postemployment health  care and  life insurance  benefits for
certain agents.
 
                                      F-20
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
             Notes to Consolidated Financial Statements (continued)
                       December 31, 1995, 1994, and 1993
 
7.  BENEFIT PLANS (CONTINUED)
 
The cost to the Company associated to the agents' postretirement plans for 1995,
1994 and 1993 were $0.8 million, $0.7 million and $0.6 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 $4.9 million, $3.3  million and $3.1 million  in 1995, 1994 and  1993,
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  with the Aetna stock plans for 1995,
1994 and 1993, was $6.3 million, $1.7 million and $0.4 million, respectively.
 
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 .25% 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
$128.1  million,  $104.6  million and  $93.6  million  in 1995,  1994  and 1993,
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 $655.5 million and $690.3 million as of
December 31, 1995 and 1994, 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 $663.5 million and $630.3 million as of December 31,
1995 and 1994, respectively, and is based upon the fair value of the  underlying
assets.  Premiums of $28.0 million, $32.8  million and $33.3 million and current
and future  benefits of  $43.0 million,  $43.8 million  and $55.4  million  were
assumed in 1995, 1994 and 1993, respectively.
 
                                      F-21
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
             Notes to Consolidated Financial Statements (continued)
                       December 31, 1995, 1994, and 1993
 
8.  RELATED PARTY TRANSACTIONS (CONTINUED)
Investment  income  of  $46.5  million,  $51.5  million  and  $53.3  million was
generated from  the  reinsurance loan  to  affiliate  in 1995,  1994  and  1993,
respectively. Net income of approximately $18.4 million, $25.1 million and $13.6
million resulted from this agreement in 1995, 1994 and 1993, respectively.
 
On  December 16, 1988, the Company assumed $25.0 million of premium revenue from
Aetna Life  for the  purchase and  administration of  a life  contingent  single
premium  variable  payout annuity  contract. In  addition,  the Company  also is
responsible for administering fixed annuity payments that are made to annuitants
receiving variable payments. Reserves  of $28.0 million  and $24.2 million  were
maintained for this contract as of December 31, 1995 and 1994, respectively.
 
Effective  February  1,  1992, the  Company  increased its  retention  limit per
individual life to $2.0  million and entered into  a reinsurance agreement  with
Aetna  Life to reinsure amounts in excess of this limit, up to a maximum of $8.0
million on any new individual life  business, on a yearly renewable term  basis.
Premium  amounts related to  this agreement were $3.2  million, $1.3 million and
$0.6 million for 1995, 1994 and 1993, respectively.
 
The Company received no capital contributions in 1995, 1994 or 1993.
 
The Company distributed  $2.9 million in  the form  of dividends of  two of  its
subsidiaries, SBA and AISI, to Aetna Retirement Services, Inc. in 1995.
 
Premiums  due and other  receivables include $5.7 million  and $27.6 million due
from affiliates in 1995 and 1994, respectively. Other liabilities include  $12.4
million and $27.9 million due to affiliates for 1995 and 1994, respectively.
 
Substantially all of the administrative and support functions of the Company are
provided by Aetna and its affiliates. The financial statements reflect allocated
charges  for these  services based  upon measures  appropriate for  the type and
nature of service provided.
 
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.
 
                                      F-22
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
             Notes to Consolidated Financial Statements (continued)
                       December 31, 1995, 1994, and 1993
 
9.  REINSURANCE (CONTINUED)
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>
1995
Premiums:
  Life Insurance.......................................  $    28.8    $     8.6      $    28.0    $    48.2
  Accident and Health Insurance........................        7.5          7.5             --           --
  Annuities............................................       82.1           --            0.5         82.6
                                                         ---------        -----          -----    ---------
  Total earned premiums................................  $   118.4    $    16.1      $    28.5    $   130.8
                                                         ---------        -----          -----    ---------
                                                         ---------        -----          -----    ---------
 
1994
Premiums:
  Life Insurance.......................................  $    27.3    $     6.0      $    32.8    $    54.1
  Accident and Health Insurance........................        9.3          9.3             --           --
  Annuities............................................       69.9           --            0.2         70.1
                                                         ---------        -----          -----    ---------
  Total earned premiums................................  $   106.5    $    15.3      $    33.0    $   124.2
                                                         ---------        -----          -----    ---------
                                                         ---------        -----          -----    ---------
1993
Premiums:
  Life Insurance.......................................  $    22.4    $     5.6      $    33.3    $    50.1
  Accident and Health Insurance........................       12.9         12.9             --           --
  Annuities............................................       31.3           --            0.7         32.0
                                                         ---------        -----          -----    ---------
  Total earned premiums................................  $    66.6    $    18.5      $    34.0    $    82.1
                                                         ---------        -----          -----    ---------
                                                         ---------        -----          -----    ---------
</TABLE>
 
                                      F-23
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
             Notes to Consolidated Financial Statements (continued)
                       December 31, 1995, 1994, and 1993
 
10. FINANCIAL INSTRUMENTS
 
ESTIMATED FAIR VALUE
 
The carrying  values  and  estimated  fair values  of  the  Company's  financial
instruments at December 31, 1995 and 1994 were as follows:
 
<TABLE>
<CAPTION>
                                                                      1995                  1994
                                                              --------------------  --------------------
                                                              CARRYING     FAIR     CARRYING     FAIR
                                                                VALUE      VALUE      VALUE      VALUE
                                                              ---------  ---------  ---------  ---------
                                                                              (MILLIONS)
<S>                                                           <C>        <C>        <C>        <C>
Assets:
  Cash and cash equivalents.................................  $   568.8  $   568.8  $   623.3  $   623.3
  Short-term investments....................................       15.1       15.1       98.0       98.0
  Debt securities...........................................   12,720.8   12,720.8   10,191.4   10,191.4
  Equity securities.........................................      257.6      257.6      229.1      229.1
  Limited partnership.......................................         --         --       24.4       24.4
  Mortgage loans............................................       21.2       21.9        9.9        9.9
 
Liabilities:
  Investment contract liabilities:
    With a fixed maturity...................................      989.1    1,001.2      826.7      833.5
    Without a fixed maturity................................    9,511.0    9,298.4    8,122.6    7,918.2
</TABLE>
 
Fair  value estimates are made  at a specific point  in time, based on available
market information  and  judgments  about  the  financial  instrument,  such  as
estimates  of timing and amount of expected future cash flows. Such estimates do
not reflect any premium or discount that could result from offering for sale  at
one time the Company's entire holdings of a particular financial instrument, nor
do  they  consider the  tax impact  of  the realization  of unrealized  gains or
losses. In  many cases,  the fair  value estimates  cannot be  substantiated  by
comparison  to independent markets,  nor can the disclosed  value be realized in
immediate settlement of the instrument.  In evaluating the Company's  management
of  interest  rate  and  liquidity  risk, the  fair  values  of  all  assets and
liabilities should be taken into consideration, not only those above.
 
The following valuation  methods and  assumptions were  used by  the Company  in
estimating the fair value of the above financial instruments:
 
SHORT-TERM INSTRUMENTS:  Fair values are based on quoted market prices or dealer
quotations.  Where quoted market prices are  not available, the carrying amounts
reported in the Consolidated Balance Sheets approximates fair value.  Short-term
instruments  have a maturity date of one year  or less and include cash and cash
equivalents, and short-term investments.
 
DEBT AND EQUITY SECURITIES:   Fair values are based  on quoted market prices  or
dealer  quotations.  Where quoted  market prices  or  dealer quotations  are not
available, fair value  is estimated by  using quoted market  prices for  similar
securities or discounted cash flow methods.
 
                                      F-24
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
             Notes to Consolidated Financial Statements (continued)
                       December 31, 1995, 1994, and 1993
 
10. FINANCIAL INSTRUMENTS (CONTINUED)
MORTGAGE  LOANS:  Fair value is  estimated by discounting expected mortgage loan
cash flows at market rates which reflect the rates at which similar loans  would
be  made to similar borrowers. The  rates reflect management's assessment of the
credit quality and the remaining duration of the loans. The fair value  estimate
of mortgage loans of lower quality, including problem and restructured loans, is
based on the estimated fair value of the underlying collateral.
 
INVESTMENT  CONTRACT LIABILITIES (INCLUDED IN POLICYHOLDERS' FUNDS LEFT WITH THE
COMPANY):
 
WITH A FIXED MATURITY:   Fair value  is estimated by  discounting cash flows  at
interest  rates currently  being offered  by, or  available to,  the Company for
similar contracts.
 
WITHOUT A FIXED MATURITY:  Fair value is estimated as the amount payable to  the
contractholder  upon  demand.  However, the  Company  has the  right  under such
contracts to delay payment of withdrawals which may ultimately result in  paying
an amount different than that determined to be payable on demand.
 
OFF-BALANCE-SHEET   FINANCIAL   INSTRUMENTS   (INCLUDING   DERIVATIVE  FINANCIAL
INSTRUMENTS)
 
During 1995,  the Company  received $0.4  million for  writing call  options  on
underlying  securities. As of  December 31, 1995 there  were no option contracts
outstanding.
 
At December 31, 1995, the Company had  a forward swap agreement with a  notional
amount of $100.0 million and a fair value of $0.1 million.
 
The Company did not have transactions in derivative instruments in 1994.
 
The  Company also holds  investments in certain debt  and equity securities with
derivative characteristics (i.e., 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 $13.4 billion
investment portfolio, as of December 31, 1995 was as follows:
 
<TABLE>
<CAPTION>
                                                               AMORTIZED      FAIR
(MILLIONS)                                                       COST         VALUE
                                                              -----------  -----------
<S>                                                           <C>          <C>
Collateralized mortgage obligations.........................   $ 2,383.9   $   2,549.3
Principal-only strips (included above)......................        38.7          50.0
Interest-only strips (included above).......................        10.7          20.7
Structured Notes (1)........................................        95.0         100.3
</TABLE>
 
(1) Represents non-leveraged instruments whose  fair values and credit risk  are
    based  on  underlying  securities,  including  fixed  income  securities and
    interest rate swap agreements.
 
11. COMMITMENTS AND CONTINGENT LIABILITIES
 
COMMITMENTS
 
Through the  normal course  of  investment operations,  the Company  commits  to
either  purchase or sell  securities or money market  instruments at a specified
future date and at a specified  price or yield. The inability of  counterparties
to  honor these  commitments may  result in  either higher  or lower replacement
cost. Also, there is likely to be a change in
 
                                      F-25
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
             Notes to Consolidated Financial Statements (continued)
                       December 31, 1995, 1994, and 1993
 
11. COMMITMENTS AND CONTINGENT LIABILITIES (CONTINUED)
the value of the  securities underlying the commitments.  At December 31,  1995,
the  Company had commitments to purchase  investments of $31.4 million. The fair
value of the investments at December 31, 1995 approximated $31.5 million.  There
were no outstanding forward commitments at December 31, 1994.
 
LITIGATION
 
There  were  no material  legal proceedings  pending against  the Company  as of
December 31, 1995 or December 31, 1994 which were beyond the ordinary course  of
business. The Company is involved in lawsuits arising, for the most part, in the
ordinary course of its business operations as an insurer.
 
12. SEGMENT INFORMATION
The  Company's operations are reported through two major business segments: Life
Insurance and Financial Services.
 
Summarized financial information for the  Company's principal operations was  as
follows:
 
<TABLE>
<CAPTION>
(MILLIONS)                                                       1995         1994         1993
                                                              -----------  -----------  -----------
<S>                                                           <C>          <C>          <C>
Revenue:
  Financial services........................................  $   1,129.4  $     946.1  $     892.8
  Life insurance............................................        407.9        386.1        371.7
                                                              -----------  -----------  -----------
  Total revenue.............................................  $   1,537.3  $   1,332.2  $   1,264.5
                                                              -----------  -----------  -----------
Income before federal income taxes:
  Financial services........................................  $     158.0  $     119.7  $     121.1
  Life insurance............................................        102.0         96.8         98.0
                                                              -----------  -----------  -----------
  Total income before federal income taxes..................  $     260.0  $     216.5  $     219.1
                                                              -----------  -----------  -----------
Net income:
  Financial services........................................  $     113.8  $      85.5  $      86.8
  Life insurance............................................         62.1         59.8         56.1
                                                              -----------  -----------  -----------
Net income..................................................  $     175.9  $     145.3  $     142.9
                                                              -----------  -----------  -----------
Assets under management, at fair value:
  Financial services........................................  $  23,224.3  $  17,785.2  $  16,600.5
  Life insurance............................................      2,698.1      2,171.7      2,175.5
                                                              -----------  -----------  -----------
  Total assets under management.............................  $  25,922.4  $  19,956.9  $  18,776.0
                                                              -----------  -----------  -----------
                                                              -----------  -----------  -----------
</TABLE>
 
                                      F-26
<PAGE>





                       STATEMENT OF ADDITIONAL INFORMATION




                           VARIABLE ANNUITY ACCOUNT G




                           VARIABLE ANNUITY CONTRACTS

                                    ISSUED BY

                    AETNA LIFE INSURANCE AND ANNUITY COMPANY









FORM NO. 61897(S)-2                                           ALIAC ED. MAY 1996



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