VARIABLE ANNUITY ACCOUNT I OF AETNA INSURANCE CO OF AMERICA
485BPOS, 1996-04-23
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<PAGE>

As filed with the Securities and Exchange                      File No. 33-62481
Commission, April 23, 1996                                     File No. 811-8582


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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM N-4
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                        POST-EFFECTIVE AMENDMENT NO. 1 TO
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                and Amendment to

         REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

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        Variable Annuity Account I of Aetna Insurance Company of America
                           (EXACT NAME OF REGISTRANT)

                       Aetna Insurance Company of America
                               (NAME OF DEPOSITOR)

            151 Farmington Avenue, RE4C, Hartford, Connecticut  06156
         (ADDRESS OF DEPOSITOR'S PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

        Depositor's Telephone Number, including Area Code  (860) 273-7834

                            Susan E. Bryant, Counsel
                       Aetna Insurance Company of America
            151 Farmington Avenue, RE4C, Hartford, Connecticut  06156
                     (NAME AND ADDRESS OF AGENT FOR SERVICE)

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It is proposed that this filing will become effective (CHECK APPROPRIATE SPACE):

               immediately upon filing pursuant to paragraph (b) of Rule 485
     -----
       X       on May 1, 1996, pursuant to paragraph (b) of Rule 485
     -----

<PAGE>

Pursuant to Rule 24f-2 under the Investment Company Act of 1940, Registrant has
registered an indefinite number of securities under the Securities Act of 1933.
The Registrant filed a Rule 24f-2 Notice for fiscal year ended December 31, 1995
on February 29, 1996.

<PAGE>

                           VARIABLE ANNUITY ACCOUNT I
                              CROSS REFERENCE SHEET
                             PURSUANT TO RULE 481(A)
<TABLE>
<CAPTION>

FORM N-4
ITEM NO.                      PART A (PROSPECTUS)                                    LOCATION
- --------                                                                             --------
<S>        <C>                                                             <C>
   1       Cover Page. . . . . . . . . . . . . . . . . . . . . . . . .     Cover Page

   2       Definitions . . . . . . . . . . . . . . . . . . . . . . . .     Glossary of Special Terms

   3       Synopsis or Highlights. . . . . . . . . . . . . . . . . . .     Prospectus Summary; Fee
                                                                           Table

   4       Condensed Financial Information . . . . . . . . . . . . . .     Not Applicable

   5       General Description of Registrant, Depositor,                   The Company; Variable
           and Portfolio Companies . . . . . . . . . . . . . . . . . .     Annuity Account I; The Funds

   6       Deductions and Expenses . . . . . . . . . . . . . . . . . .     Charges and Deductions;
                                                                           Distribution; Commissions and
                                                                           Distribution Expenses

   7       General Description of Variable Annuity
           Contracts . . . . . . . . . . . . . . . . . . . . . . . . .     Contract Rights; Miscellaneous

   8       Annuity Period. . . . . . . . . . . . . . . . . . . . . . .     Annuity Period

   9       Death Benefit . . . . . . . . . . . . . . . . . . . . . . .     Death Benefit

  10       Purchases and Contract Value. . . . . . . . . . . . . . . .     Purchase; Certificate Holder's
                                                                           Account Values

  11       Redemptions . . . . . . . . . . . . . . . . . . . . . . . .     Contract Rights - Withdrawals;
                                                                           Right to Cancel

  12       Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . .     Tax Status

  13       Legal Proceedings . . . . . . . . . . . . . . . . . . . . .     Miscellaneous - Legal
                                                                           Proceedings

  14       Table of Contents of the Statement of
           Additional Information. . . . . . . . . . . . . . . . . . .     Statement of Additional
                                                                           Information - Table of Contents
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

FORM N-4
ITEM NO.       PART B (STATEMENT OF ADDITIONAL INFORMATION)                          LOCATION
- --------                                                                             --------
<S>        <C>                                                             <C>
  15       Cover Page. . . . . . . . . . . . . . . . . . . . . . . . .     Cover page

  16       Table of Contents . . . . . . . . . . . . . . . . . . . . .     Table of Contents

  17       General Information and History . . . . . . . . . . . . . .     General Information and
                                                                           History

  18       Services. . . . . . . . . . . . . . . . . . . . . . . . . .     General Information and
                                                                           History; Independent Auditors

  19       Purchase of Securities Being Offered. . . . . . . . . . . .     Offering and Purchase of
                                                                           Contracts

  20       Underwriters. . . . . . . . . . . . . . . . . . . . . . . .     Offering and Purchase of
                                                                           Contracts

  21       Calculation of Performance Data . . . . . . . . . . . . . .     Performance Data

  22       Annuity Payments. . . . . . . . . . . . . . . . . . . . . .     Annuity Payments

  23       Financial Statements. . . . . . . . . . . . . . . . . . . .     Financial Statements
</TABLE>

                           PART C (OTHER INFORMATION)

Information required to be included in Part C is set forth under the appropriate
item, so numbered, in Part C to this Registration Statement.

<PAGE>
                                   PROSPECTUS
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This Prospectus describes "The New Retirement--Nicholas-Applegate/Aetna Annuity"
group and individual deferred variable annuity contracts ("Contracts") issued by
Aetna  Insurance Company of America (the "Company"). The Contracts are available
as (1)  nonqualified  deferred  annuity  contracts,  (2)  Individual  Retirement
Annuities  under Section 408(b)  of the Internal Revenue  Code, or (3) qualified
contracts issued in connection with certain employer sponsored retirement plans.
(Availability of Contracts of the  type identified in items  (2) and (3) may  be
subject  to  state regulatory  approval.) In  most  states, group  Contracts are
offered to  certain  broker-dealers  or  banks  which  have  agreed  to  act  as
Distributors  of the Contracts.  Individuals who have  established accounts with
those broker-dealers  or banks  are  eligible to  participate in  the  Contract.
Individual  Contracts are offered only in those states where the group Contracts
are not authorized for sale. (See "Purchase.")
    
 
   
The securities offered  in this  Prospectus are distributed  through Aetna  Life
Insurance  and Annuity Company,  an affiliate of the  Company as the Underwriter
and by registered broker-dealers or banks  selected by it as Distributors.  (See
"Purchase.")
    
 
The Contracts provide that contributions may be allocated to the AICA Guaranteed
Account  (the "Guaranteed  Account"), a credited  interest option, or  to one or
more of the Subaccounts of Variable Annuity Account I, a separate account of the
Company. The Subaccounts invest directly in shares of the following Funds:
 
- - Nicholas-Applegate Core Growth Series
- - Nicholas-Applegate Diversified Income Series
- - Nicholas-Applegate Emerging Growth Series
- - Nicholas-Applegate International Fixed Income Series
- - Nicholas-Applegate International Growth Series
- - Nicholas-Applegate Value Series
- - Aetna Variable Encore Fund
 
Except as  specifically mentioned,  this Prospectus  describes only  investments
through  the  Separate  Account.  The Guaranteed  Account  is  described  in the
Appendix to this Prospectus, as well as in the Guaranteed Account's  prospectus.
The  availability  of  the  Funds  and  the  Guaranteed  Account  is  subject to
applicable regulatory authorization. (See "Investment Options.")
 
   
This Prospectus  provides  investors with  the  information about  the  Separate
Account  that they  should know  before investing  in the  Contracts. Additional
information about the Separate Account is contained in a Statement of Additional
Information ("SAI") which is available at no charge. The SAI has been filed with
the Securities and Exchange Commission and is incorporated herein by  reference.
The  Table of Contents for the SAI is  printed on page 20 of this Prospectus. An
SAI may be obtained by indicating the request on your application or  enrollment
form  or  by calling  the number  listed  under the  "Inquiries" section  of the
Prospectus Summary.
    
 
THIS PROSPECTUS IS VALID  ONLY WHEN ACCOMPANIED BY  THE CURRENT PROSPECTUSES  OF
THE  FUNDS AND THE AICA GUARANTEED ACCOUNT.  ALL PROSPECTUSES SHOULD BE READ AND
RETAINED FOR FUTURE REFERENCE.
 
   
THE CONTRACTS ARE NOT DEPOSITS OR OBLIGATIONS OF OR GUARANTEED BY ANY BANK,  NOR
ARE  THEY INSURED BY THE  FDIC; THEY ARE SUBJECT  TO INVESTMENT RISKS, INCLUDING
POSSIBLE LOSS OF THE PRINCIPAL AMOUNT INVESTED.
    
 
THESE SECURITIES HAVE  NOT BEEN APPROVED  OR DISAPPROVED BY  THE SECURITIES  AND
EXCHANGE  COMMISSION OR ANY  STATE SECURITIES COMMISSION  NOR HAS THE SECURITIES
AND EXCHANGE  COMMISSION OR  ANY  STATE SECURITIES  COMMISSION PASSED  UPON  THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
 
  THIS PROSPECTUS AND THE STATEMENT OF ADDITIONAL INFORMATION ARE DATED MAY 1,
                                     1996.
<PAGE>
                               TABLE OF CONTENTS
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<TABLE>
<S>                                                                <C>
DEFINITIONS......................................................     DEFINITIONS - 1
PROSPECTUS SUMMARY...............................................         SUMMARY - 1
FEE TABLE........................................................       FEE TABLE - 1
THE COMPANY......................................................                   1
VARIABLE ANNUITY ACCOUNT I.......................................                   1
INVESTMENT OPTIONS...............................................                   1
    The Funds....................................................                   1
    Fund Investment Advisers.....................................                   2
    Credited Interest Option.....................................                   2
PURCHASE.........................................................                   3
    Contract Availability........................................                   3
    Purchasing Interests in the Contract.........................                   3
    Purchase Payments............................................                   3
    Contract Rights..............................................                   4
    Designations of Beneficiary and Annuitant....................                   4
    Right to Cancel..............................................                   4
CHARGES AND DEDUCTIONS...........................................                   4
    Daily Deductions from the Separate Account...................                   4
         Mortality and Expense Risk Charge.......................                   4
         Administrative Charge...................................                   5
    Maintenance Fee..............................................                   5
    Deferred Sales Charge........................................                   5
    Fund Expenses................................................                   6
    Premium and Other Taxes......................................                   6
CONTRACT VALUATION...............................................                   6
    Account Value................................................                   6
    Accumulation Units...........................................                   6
    Net Investment Factor........................................                   6
TRANSFERS........................................................                   7
    Dollar Cost Averaging Program................................                   7
    Account Rebalancing Program..................................                   7
WITHDRAWALS......................................................                   8
ADDITIONAL WITHDRAWAL OPTIONS....................................                   8
DEATH BENEFIT DURING ACCUMULATION PERIOD.........................                   9
    Death Benefit Amount.........................................                   9
    Death Benefit Payment Options................................                   9
ANNUITY PERIOD...................................................                  10
    Annuity Period Elections.....................................                  10
    Partial Annuitization........................................                  11
    Annuity Options..............................................                  11
    Charges Deducted During the Annuity Period...................                  12
    Death Benefit Payable During the Annuity Period..............                  12
TAX STATUS.......................................................                  12
    Introduction.................................................                  12
    Taxation of the Company......................................                  13
    Tax Status of the Contract...................................                  13
    Taxation of Annuity Contracts................................                  14
</TABLE>
    
<PAGE>
   
<TABLE>
<S>                                                                <C>
    Contracts Used with Certain Retirement Plans.................                  16
    Withholding..................................................                  18
MISCELLANEOUS....................................................                  18
    Distribution.................................................                  18
    Delay or Suspension of Payments..............................                  18
    Performance Reporting........................................                  19
    Voting Rights................................................                  19
    Modification of the Contract.................................                  19
    Transfers of Ownership; Assignment...........................                  19
    Involuntary Terminations.....................................                  20
    Legal Matters and Proceedings................................                  20
CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION..............                  20
APPENDIX--AICA GUARANTEED ACCOUNT................................                  21
</TABLE>
    
 
THIS  PROSPECTUS DOES  NOT CONSTITUTE AN  OFFERING IN ANY  JURISDICTION IN WHICH
SUCH OFFERING  MAY NOT  LAWFULLY BE  MADE. THE  COMPANY DOES  NOT AUTHORIZE  ANY
PERSON TO GIVE INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THE
OFFERING CONTAINED IN THIS PROSPECTUS EXCEPT AS OTHERWISE CONTAINED HEREIN.
<PAGE>
                                  DEFINITIONS
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The following terms are defined as they are used in this Prospectus:
 
ACCOUNT:   A  record  that  identifies   contract  values  accumulated  on  each
Certificate Holder's behalf during the Accumulation Period.
 
ACCOUNT VALUE: The total dollar value of  amounts held in an Account as of  each
Valuation Date during the Accumulation Period.
 
ACCOUNT  YEAR: A  period of  twelve months  measured from  the date  on which an
Account is  established (the  effective date)  or from  an anniversary  of  such
effective date.
 
ACCUMULATION  PERIOD: The period during which Purchase Payment(s) credited to an
Account are invested to fund future annuity payments.
 
   
ACCUMULATION UNIT: A  measure of  the value  of each  Subaccount before  Annuity
payments begin.
    
 
ADJUSTED  ACCOUNT VALUE: The  Account Value, plus or  minus the aggregate market
value adjustment for amounts allocated to the Guaranteed Account.
 
   
ANNUITANT: The person on whose life or life expectancy the Annuity payments  are
based.
    
 
ANNUITY:  A series of payments  for life, a definite  period or a combination of
the two.
 
   
ANNUITY DATE: The date on which Annuity payments begin.
    
 
   
ANNUITY PERIOD: The period during which Annuity payments are made.
    
 
ANNUITY UNIT: A  measure of  the value of  each Subaccount  selected during  the
Annuity Period.
 
   
BENEFICIARY(IES):  The person or  persons who are entitled  to receive any death
benefit proceeds. Under Nonqualified Contracts, Individual Retirement  Annuities
and  Section 403(b) Contracts, Beneficiary refers to the beneficiary named under
the Contract. Under Qualified Contracts sold  in conjunction with 401(a) or  457
Plans, Beneficiary refers to the beneficiary under the plan.
    
 
CERTIFICATE:  The  document  issued  to  a  Certificate  Holder  for  an Account
established under a group contract.
 
CERTIFICATE HOLDER  (YOU):  A  person  or entity  who  purchases  an  individual
Contract  or  acquires  an interest  under  a group  Contract.  For Nonqualified
Contracts, we reserve the right to limit ownership to natural persons.
 
COMPANY (WE, US): Aetna Insurance Company of America.
 
CONTRACT: The group and individual deferred, variable annuity contracts  offered
by this Prospectus.
 
   
DISTRIBUTOR(S):  The registered broker-dealer(s), or banks that may be acting as
broker-dealers without separate registration  under the Securities Exchange  Act
of  1934, which have entered  into selling agreements with  the Company to offer
and sell the Contracts. The Company may also serve as a Distributor.
    
 
FUND(S): An open-end registered management  investment company whose shares  are
purchased by the Separate Account to fund the benefits provided by the Contract.
 
GROUP CONTRACT HOLDER: The entity to which a group Contract is issued.
 
HOME OFFICE: The Company's principal executive offices located at 151 Farmington
Avenue, Hartford, Connecticut 06156.
 
INDIVIDUAL  CONTRACT HOLDER: A person or  entity who has purchased an individual
variable annuity  contract (also  referred to  as a  "Certificate Holder").  For
Nonqualified  Contracts,  we reserve  the right  to  limit ownership  to natural
persons.
 
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                                DEFINITIONS - 1
<PAGE>
INDIVIDUAL RETIREMENT ANNUITY: An individual or group variable deferred  annuity
intended to qualify under Code Section 408(b).
 
NONQUALIFIED  CONTRACT:  A contract  established  to supplement  an individual's
retirement income,  or to  provide  an alternative  investment option  under  an
Individual Retirement Account qualified under Code Section 408(a).
 
PURCHASE PAYMENT(S): The gross payment(s) made to the Company under an Account.
 
   
QUALIFIED  CONTRACTS: Contracts available for use with plans entitled to special
federal income tax treatment under Code Sections 401(a), 403(b), 408(b) or 457.
    
 
   
REGISTERED REPRESENTATIVE: The individual who is registered with a broker-dealer
acting as Distributor to offer and sell  securities, or who is an employee of  a
bank  acting as Distributor that is exempt from broker-dealer registration under
the Securities Exchange  Act of  1934. Registered Representatives  must also  be
licensed as insurance agents to sell variable annuity contracts.
    
 
SEPARATE ACCOUNT: Variable Annuity Account I, a separate account established for
the purpose of funding variable annuity contracts issued by the Company.
 
SUBACCOUNT(S):  The  portion  of the  assets  of  the Separate  Account  that is
allocated to a particular  Fund. Each Subaccount invests  in the shares of  only
one corresponding Fund.
SURRENDER VALUE: The amount payable upon the withdrawal of all or any portion of
an Account Value.
 
   
UNDERWRITER:  The registered broker-dealer which contracts with other registered
broker-dealers, or with banks exempt  from broker-dealer registration, to  offer
and  sell the Contracts. Aetna Life Insurance  and Annuity Company will serve as
Underwriter.
    
 
VALUATION DATE:  The date  and time  at which  the value  of the  Subaccount  is
calculated.  Currently, this calculation occurs at  the close of business of the
New York Stock Exchange on any normal business day, Monday through Friday,  that
the New York Stock Exchange is open.
 
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                                DEFINITIONS - 2
<PAGE>
                               PROSPECTUS SUMMARY
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- --------------------------------------------------------------------------------
 
CONTRACTS OFFERED
 
   
    The Contracts described in this Prospectus are group and individual deferred
variable  annuity contracts  issued by Aetna  Insurance Company  of America (the
"Company"). The purpose of the Contract  is to accumulate values and to  provide
benefits  upon  retirement.  The  Contracts  are  currently  available  for  (1)
individual nonqualified purchases; (2) Individual Retirement Annuities; and  (3)
purchases  made in  conjunction with  employer sponsored  retirement plans under
Sections 401(a), 403(b) or  457 of the Code.  (Availability of Contracts of  the
type  identified  in  items (2)  and  (3)  may be  subject  to  state regulatory
approval. See "Purchase.")
    
 
   
    In most states,  group Contracts  are offered to  certain broker-dealers  or
banks which have agreed to act as Distributors of the Contracts. Individuals who
have  established accounts  with those broker-dealers  or banks  are eligible to
participate in  the Contract.  Individual Contracts  are offered  only in  those
states  where the group Contracts are not authorized for sale. Joint Certificate
Holders are allowed only on  Nonqualified Contracts. A joint Certificate  Holder
must  be the spouse of the other  joint Certificate Holder. In Pennsylvania, the
joint Certificate Holders do not need to be spouses. References to  "Certificate
Holders"  in  this Prospectus  mean  both of  the  Certificate Holders  on joint
Accounts.
    
 
CONTRACT PURCHASE
 
    You may purchase an interest in the Contract by completing an application or
enrollment form  and submitting  it to  the Company.  Purchase Payments  can  be
applied  to the  Contract either through  a lump-sum payment  or through ongoing
contributions. (See "Purchase.")
 
FREE LOOK PERIOD
 
    You may cancel the Contract or Certificate within 10 days after you  receive
it  (or longer if  required by state law)  by returning it  to the Company along
with a written notice of cancellation. Unless state law requires otherwise,  the
amount   you  will  receive  upon   cancellation  will  reflect  the  investment
performance of the Subaccounts into which your Purchase Payments were deposited.
In some  cases this  may  be more  or  less than  the  amount of  your  Purchase
Payments.  Under a Contract issued as an Individual Retirement Annuity, you will
receive a refund of your Purchase Payment. (See "Purchase--Right to Cancel.")
 
INVESTMENT OPTIONS
 
    The Company has established  Variable Annuity Account  I, a registered  unit
investment  trust,  for  the purpose  of  funding  the variable  portion  of the
Contracts. The  Separate  Account  is  divided  into  Subaccounts  which  invest
directly in shares of the Funds described herein. The Contract allows investment
in any or all of the Subaccounts, as well as in the Guaranteed Account described
below.  For a complete  list of the  Funds available under  the Contracts, and a
description of  the  investment  objectives  of each  of  the  Funds  and  their
investment  advisers, see "Investment Options--The Funds" in this Prospectus, as
well as the prospectuses for each of the Funds.
 
    The Guaranteed Account is the  credited interest option available under  the
Contract  which allows  you to earn  a fixed rate  of interest, if  held for the
guaranteed term. (See the Appendix to this Prospectus.)
 
CHARGES AND DEDUCTIONS
 
    Certain charges are associated with  these Contracts. These charges  include
daily  deductions  from the  Separate Account  (the  mortality and  expense risk
charge and an  administrative charge), as  well as any  annual maintenance  fee,
transfer fees and premium and other taxes. The Funds also incur certain fees and
expenses which are deducted directly from the Funds. A deferred sales charge may
apply upon a full or partial withdrawal of the Account Value. (See the Fee Table
and "Charges and Deductions.")
 
TRANSFERS
 
    Prior  to  the Annuity  Date, and  subject  to certain  limitations, Account
Values may  be transferred  among the  Subaccounts and  the Guaranteed  Account.
Currently  transfers  are  without  charge. However,  the  Company  reserves the
 
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                                  SUMMARY - 1
<PAGE>
right to charge up to $10 if more than 12 transfers are made in a calendar year.
Transfers can be  requested in writing  or by telephone  in accordance with  the
Company's  transfer procedures.  (Transfers from  the Guaranteed  Account may be
restricted and subject to a market value adjustment. See the Appendix.)
 
    The Company  also offers  a Dollar  Cost Averaging  Program and  an  Account
Rebalancing  Program. The  Dollar Cost  Averaging Program  permits the automatic
transfer of amounts  from any  of the  Subaccounts and  the one-year  Guaranteed
Account  term to any of  the other Subaccounts on  a monthly or quarterly basis.
The Account Rebalancing Program allows  Certificate Holders to have portions  of
their   Account  Value   automatically  reallocated  annually   to  a  specified
percentage. (See "Transfers.")
 
WITHDRAWALS
 
    All or a part  of the Account  Value may be withdrawn  prior to the  Annuity
Date  by properly completing a disbursement form  and sending it to the Company.
Certain charges  may be  assessed upon  withdrawal. Amounts  withdrawn from  the
Guaranteed  Account  may  be subject  to  a  market value  adjustment.  (See the
Appendix.) The taxable portion of the  withdrawal may also be subject to  income
tax and a federal tax penalty. (See "Withdrawals.")
 
    The  Contract also offers  certain Additional Withdrawal  Options during the
Accumulation Period to persons  meeting certain criteria. Additional  Withdrawal
Options  are  not available  in  all states  and may  not  be suitable  in every
situation. (See "Additional Withdrawal Options.")
 
GUARANTEED DEATH BENEFIT
 
    These Contracts contain a guaranteed  death benefit feature. Upon the  death
of   the  Annuitant,   the  Account  Value   may  be   increased  under  certain
circumstances. (See "Death Benefit During Accumulation Period.")
 
    After Annuity Payments have commenced, a death benefit may be payable to the
Beneficiary depending upon  the terms  of the  Contract and  the Annuity  Option
selected. (See "Death Benefit Payable During the Annuity Period.")
 
THE ANNUITY PERIOD
 
    On  the Annuity  Date, you  may elect  to begin  receiving Annuity Payments.
Annuity Payments can be  made on either a  fixed, variable or combination  fixed
and variable basis. If a variable payout is selected, the payments will continue
to  vary  with the  investment performance  of  the Subaccount(s)  selected. The
Company reserves  the right  to limit  the  number of  Subaccounts that  may  be
available during the Annuity Period. (See "Annuity Period.")
 
TAXES
 
    Earnings are not generally taxed until you or your Beneficiary(ies) actually
receive  a distribution  from the  Contract. A  10% federal  tax penalty  may be
imposed on certain withdrawals. (See "Tax Status.")
 
INQUIRIES
 
    Questions, inquiries or requests for additional information can be  directed
to  your  agent or  local  representative, or  you  may contact  the  Company as
follows:
 
<TABLE>
 <S>                                                      <C>
 -  Write to:                                             Aetna Insurance Company of America
                                                          151 Farmington Avenue
                                                          Hartford, Connecticut 06156-5996
                                                          Attention: Customer Service
 
 -  Call Customer Service:                                1-800-531-4547 (for automated transfers or changes
                                                          in the allocation of Account Values, call:
                                                          1-800-262-3862)
</TABLE>
 
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                                  SUMMARY - 2
<PAGE>
                                   FEE TABLE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
This Fee Table describes  the various charges and  expenses associated with  the
Contract.  No sales charge is paid upon purchase of the Contract. All costs that
are borne  directly or  indirectly under  the Subaccounts  and Funds  are  shown
below.  Some expenses may vary as  explained under "Charges and Deductions." The
charges and  expenses shown  below do  not  include premium  taxes that  may  be
applicable.  For more  information regarding  expenses paid  out of  assets of a
particular Fund, see the Fund's prospectus.
 
DIRECT CHARGES. These charges are deducted directly from the Account Value. They
include:
 
      DEFERRED SALES  CHARGE.  The  deferred  sales  charge  is  deducted  as  a
      percentage  of each Purchase Payment withdrawn. The amount of the deferred
      sales charge is calculated as follows:
 
<TABLE>
<S>                                       <C>
YEARS FROM RECEIPT OF                        DEFERRED SALES
PURCHASE PAYMENT                            CHARGE DEDUCTION
- ----------------------------------------  --------------------
Less than 2                                        6%
2 or more but less than 4                          5%
4 or more but less than 5                          4%
5 or more but less than 6                          3%
6 or more but less than 7                          2%
7 or more                                          0%
</TABLE>
 
<TABLE>
<S>                                                                                         <C>
ANNUAL MAINTENANCE FEE....................................................................  $   30.00
The maintenance fee will generally be deducted annually from each Account.
The maintenance fee is waived when the Account Value is $50,000 or more on
the date the maintenance fee is due. The amount shown is the MAXIMUM
maintenance fee that can be deducted under the Contract.
TRANSFER CHARGE...........................................................................  $    0.00
We currently allow an unlimited number of transfers without charge. However,
we reserve the right to impose a fee of $10 for each transfer in excess of
12 per year.
</TABLE>
 
INDIRECT CHARGES. Each  Subaccount pays these  expenses out of  its assets.  The
charges  are reflected in the Subaccount's daily Accumulation Unit Value and are
not charged directly to an Account. They include:
 
DURING THE ACCUMULATION PERIOD:
 
<TABLE>
<S>                                                                                         <C>
MORTALITY AND EXPENSE RISK CHARGE.........................................................      1.25%
ADMINISTRATIVE CHARGE.....................................................................      0.10%
                                                                                            ---------
TOTAL SUBACCOUNT ANNUAL EXPENSES..........................................................      1.35%
                                                                                            ---------
                                                                                            ---------
</TABLE>
 
DURING THE ANNUITY PERIOD:
 
<TABLE>
<S>                                                                                         <C>
MORTALITY AND EXPENSE RISK CHARGE.........................................................      1.25%
ADMINISTRATIVE CHARGE.....................................................................      0.00%
                                                                                            ---------
We currently do not impose an Administrative Charge during the Annuity Period.
However, we reserve the right to deduct a daily charge of not more than 0.25% per
year from the Subaccounts.
TOTAL SUBACCOUNT ANNUAL EXPENSES..........................................................      1.25%
                                                                                            ---------
                                                                                            ---------
</TABLE>
 
- --------------------------------------------------------------------------------
                                 FEE TABLE - 1
<PAGE>
ANNUAL EXPENSES OF THE FUNDS
 
The following table illustrates the advisory fees and other expenses  applicable
to the Funds. Except as noted, the following figures are a percentage of average
net  assets and, except where otherwise indicated,  are based on figures for the
year ended December 31, 1995. A Fund's "Other Expenses" include operating  costs
of  the Fund. These expenses are reflected in the Fund's net asset value and are
not deducted from the Account Value.
 
<TABLE>
<CAPTION>
                                           INVESTMENT
                                         ADVISORY FEES    OTHER EXPENSES      TOTAL
                                         (AFTER EXPENSE   (AFTER EXPENSE   ANNUAL FUND
                                         REIMBURSEMENT)   REIMBURSEMENT)    EXPENSES
                                         --------------   --------------   -----------
 <S>                                     <C>              <C>              <C>
 Nicholas-Applegate Core Growth
  Series(1)                                   0.75%            0.25%          1.00%
 Nicholas-Applegate Diversified Income
  Series(1)                                   0.45%            0.00%          0.45%
 Nicholas-Applegate Emerging Growth
  Series(1)                                   1.00%            0.25%          1.25%
 Nicholas-Applegate International Fixed
  Income Series(1)                            0.60%            0.35%          0.95%
 Nicholas-Applegate International
  Growth Series(1)                            1.00%            0.40%          1.40%
 Nicholas-Applegate Value Series(1)           0.75%            0.25%          1.00%
 Aetna Variable Encore Fund(2)                0.25%            0.10%          0.35%
</TABLE>
 
- ------------------------
(1) The Fund's Adviser has agreed  to reduce its fees,  and to absorb the  other
    operating expenses of each Series to ensure that the expenses of each Series
    (excluding  interest,  taxes,  brokerage  commissions  and  other  portfolio
    transaction expenses, capital  expenditures and  extraordinary expenses)  do
    not  exceed the following percentages of  such Series' average net assets on
    an annual basis through December 31, 1996: Core Growth-- 1.00%;  Diversified
    Income--0.45%;  Emerging  Growth--1.25%; International  Fixed Income--0.95%;
    International Growth--1.40%; Value--1.00%. Without such an arrangement,  the
    "Other  Expenses" and  "Total Annual Fund  Expenses" are estimated  to be as
    follows: Core Growth--0.56% and 1.31%; Diversified Income--0.27% and  0.72%;
    Emerging  Growth--0.61%  and  1.61%; International  Fixed  Income--1.15% and
    1.75%; International Growth--0.61% and 1.61%;  and Value --0.56% and  1.31%.
    During  the course  of this period,  expenses may  be more or  less than the
    amount shown.
   
(2) As of May 1, 1996, the  Company will provide administrative services to  the
    Fund  and will  assume the Fund's  ordinary recurring direct  costs under an
    Administrative Services Agreement. The "Other Expenses" shown are not  based
    on figures for the year ended December 31, 1995, but reflect the fee payable
    under this Agreement.
    
 
- --------------------------------------------------------------------------------
                                 FEE TABLE - 2
<PAGE>
HYPOTHETICAL ILLUSTRATION (EXAMPLE)
 
THIS   EXAMPLE  IS   PURELY  HYPOTHETICAL.  IT   SHOULD  NOT   BE  CONSIDERED  A
REPRESENTATION OF PAST OR  FUTURE EXPENSES OR  EXPECTED RETURN. ACTUAL  EXPENSES
AND/OR RETURN MAY BE MORE OR LESS THAN THOSE SHOWN BELOW.
 
The  following  Examples  illustrate  the expenses  that  would  have  been paid
assuming a $1,000 investment in the Contract and a 5% return on assets. For  the
purposes  of these Examples, the  maximum maintenance fee of  $30.00 that can be
deducted under the Contract has been  converted to a percentage of assets  equal
to 0.12%.
 
   
<TABLE>
<CAPTION>
                                                         EXAMPLE A                               EXAMPLE B
                                           -------------------------------------   -------------------------------------
                                           IF  YOU  WITHDRAW THE  ENTIRE ACCOUNT   IF YOU  DO NOT  WITHDRAW THE  ACCOUNT
                                           VALUE  AT  THE  END  OF  THE  PERIODS   VALUE, OR IF YOU ANNUITIZE AT THE END
                                           SHOWN, YOU  WOULD PAY  THE  FOLLOWING   OF  THE PERIODS SHOWN,  YOU WOULD PAY
                                           EXPENSES,  INCLUDING  ANY  APPLICABLE   THE  FOLLOWING EXPENSES  (NO DEFERRED
                                           DEFERRED SALES CHARGE:                  SALES CHARGE IS REFLECTED):*
                                           1 YEAR   3 YEARS   5 YEARS   10 YEARS   1 YEAR   3 YEARS   5 YEARS   10 YEARS
                                           ------   -------   -------   --------   ------   -------   -------   --------
 <S>                                       <C>      <C>       <C>       <C>        <C>      <C>       <C>       <C>
 Nicholas-Applegate Core Growth Series       $87      $122      $158      $281       $25      $77       $132      $281
 Nicholas-Applegate Diversified Income
  Series                                     $81      $105      $130      $224       $20      $60       $104      $224
 Nicholas-Applegate Emerging Growth
  Series                                     $89      $129      $171      $305       $28      $84       $144      $305
 Nicholas-Applegate International Fixed
  Income Series                              $86      $120      $156      $276       $25      $75       $129      $276
 Nicholas-Applegate International Growth
  Series                                     $90      $134      $178      $320       $29      $89       $151      $320
 Nicholas-Applegate Value Series             $87      $122      $158      $281       $25      $77       $132      $281
 Aetna Variable Encore Fund                  $80      $102      $125      $214       $18      $57       $ 99      $214
</TABLE>
    
 
- --------------------------
   
* This Example  would not  apply if  a nonlifetime  variable annuity  option  is
  selected,  and a  lump sum  settlement is  requested within  three years after
  annuity payments  start, since  the lump  sum  payment will  be treated  as  a
  withdrawal  during the Accumulation Period and will be subject to any deferred
  sales charge that would then apply. (Refer to Example A.)
    
 
- --------------------------------------------------------------------------------
                                 FEE TABLE - 3
<PAGE>
                                  THE COMPANY
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
   
    Aetna Insurance  Company  of  America  (the  "Company"),  the  depositor  of
Variable  Annuity Account I, 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 wholly owned  subsidiary of Aetna  Life Insurance and  Annuity
Company  ("ALIAC").  ALIAC  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. The Company's principal  executive offices are located at  151
Farmington Avenue, Hartford, Connecticut 06156.
    
 
                           VARIABLE ANNUITY ACCOUNT I
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
    The  Company established Variable Annuity Account I (the "Separate Account")
in 1994 as a segregated  asset account for the  purpose of funding its  variable
annuity contracts. The Separate Account is registered as a unit investment trust
under  the  Investment Company  Act  of 1940  (the  "1940 Act"),  and  meets the
definition of "separate  account" under  federal securities  laws. The  Separate
Account  is divided into  "subaccounts" which do not  invest directly in stocks,
bonds or other investments. Instead, each Subaccount buys and sells shares of  a
corresponding Fund.
 
    Although the Company holds title to the assets of the Separate Account, such
assets  are not chargeable  with liabilities of any  other business conducted by
the Company. 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.  All  obligations arising  under  the
Contracts are general corporate obligations of the Company.
 
                               INVESTMENT OPTIONS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
THE FUNDS
 
    Purchase  Payments may  be allocated  to one or  more of  the Subaccounts as
designated on  the application  or  enrollment form.  In turn,  the  Subaccounts
invest in the corresponding Funds at net asset value.
 
    The  availability of  Funds may be  subject to  regulatory authorization. In
addition, the Company may add or withdraw Funds, as permitted by applicable law.
Not all Funds may be available in all jurisdictions or under all Contracts.
 
   
    Subject to state regulatory  approval, if the shares  of any Fund should  no
longer be available for investment by the Separate Account or if in the judgment
of the Company, further investment in such shares should become inappropriate in
view  of the  purpose of  the Contract, we  may cease  to make  such Fund shares
available for  investment under  the Contract  prospectively. The  Company  may,
alternatively,  substitute shares of  another Fund for  shares already acquired.
The Company reserves the right to  substitute shares of another Fund for  shares
already acquired without a proxy vote. Any elimination, substitution or addition
of Funds will be done in accordance with applicable state and federal securities
laws.
    
 
    The  investment results  of the Funds  described below are  likely to differ
significantly and there is no assurance that any of the Funds will achieve their
respective investment objectives. Except where otherwise noted, all of the Funds
are diversified, as defined in the 1940 Act.
 
- -NICHOLAS APPLEGATE  CORE  GROWTH SERIES  seeks  to maximize  long-term  capital
 appreciation.  It invests primarily in a diversified portfolio of common stocks
 of U.S. companies with middle market capitalizations and above (generally above
 $500 million).
 
- -NICHOLAS-APPLEGATE DIVERSIFIED INCOME SERIES seeks to maximize total return. It
 invests primarily in an actively-managed diversified portfolio of  fixed-income
 securities,  up to 35% of which may  be securities rated below investment grade
 ("high yield, high risk
 
- --------------------------------------------------------------------------------
                                       1
<PAGE>
 securities," also  commonly  known  as  junk  bonds).  High  yield,  high  risk
 securities  involve certain risks. See the  Fund's prospectus for a description
 of such risks.
- -NICHOLAS-APPLEGATE EMERGING GROWTH SERIES  seeks to maximize long-term  capital
 appreciation.  It invests primarily in a diversified portfolio of common stocks
 of U.S. companies with smaller market capitalizations.
 
- -NICHOLAS-APPLEGATE INTERNATIONAL FIXED  INCOME SERIES seeks  high total  return
 through  both income and capital appreciation.  It invests in a non-diversified
 international portfolio of  high-grade bonds  and money  market instruments  of
 foreign issuers.
 
- -NICHOLAS-APPLEGATE  INTERNATIONAL  GROWTH  SERIES seeks  to  maximize long-term
 capital appreciation.  It  invests  in an  international  portfolio  of  equity
 securities of foreign companies.
 
- -NICHOLAS-APPLEGATE  VALUE SERIES seeks to provide  a total return consisting of
 capital appreciation  plus  dividend  income  that  exceeds  the  total  return
 realized on the Standard and Poor's 500 Stock Price Index. It invests primarily
 in   a  diversified   portfolio  of   equity  securities   with  larger  market
 capitalizations.
 
- -AETNA VARIABLE ENCORE  FUND seeks  to provide high  current return,  consistent
 with  preservation of capital and liquidity, through investment in high-quality
 money market instruments.  An investment  in the  Fund is  neither insured  nor
 guaranteed by the U.S. Government.
FUND INVESTMENT ADVISERS
 
    The   Funds  of   the  Nicholas-Applegate   Series  Trust   are  managed  by
Nicholas-Applegate  Capital   Management,  a   California  limited   partnership
organized in 1984, with its principal place of business in California. Nicholas-
Applegate  Capital  Management  is  a registered  investment  adviser  under the
Investment  Advisers  Act  of  1940,  as  amended.  Nicholas-Applegate   Capital
Management  has  retained  the  services  of Rogge  Global  Partners,  plc  as a
subadviser for the investments  of the International  Fixed Income Series  under
the  supervision  of the  Investment Adviser.  Rogge Global  Partners, plc  is a
registered investment adviser organized in 1984. Its principal place of business
in the U.S. is located in Connecticut.
 
    The Aetna  Variable Encore  Fund  is managed  by  Aetna Life  Insurance  and
Annuity Company.
 
    RISKS  ASSOCIATED WITH INVESTMENT  IN THE FUNDS.  Some of the  Funds may use
instruments known as derivatives as part of their investment strategies. The use
of certain derivatives may involve  high risk of volatility  to a Fund, and  the
use  of leverage in connection  with such derivatives can  also increase risk of
losses. Some of the Funds may also invest in foreign or international securities
which involve greater risks than U.S. investments.
 
    More comprehensive information, including  a discussion of potential  risks,
is  found in the  respective Fund prospectuses  which accompany this Prospectus.
You should  read  the  Fund  prospectuses  and  consider  carefully,  and  on  a
continuing  basis, which  Fund or  combination of Funds  is best  suited to your
long-term investment objectives.
 
    CONFLICTS OF INTEREST (MIXED  AND SHARED FUNDING). Shares  of the Funds  are
sold  to  each of  the Subaccounts  for funding  the variable  annuity contracts
issued by the Company. Shares of the  Funds may also be sold to other  insurance
companies  for the same purpose. This is referred to as "shared funding." Shares
of the Funds  may also  be used for  funding variable  life insurance  contracts
issued  by  the Company  or  by third  parties. This  is  referred to  as "mixed
funding."
 
    Because the Funds  available under the  Contract are sold  to fund  variable
annuity  contracts and variable life insurance policies issued by us or by other
companies, certain conflicts of interest could arise. If a conflict of  interest
were  to occur, one of the separate  accounts might withdraw its investment in a
Fund,  which   might  force   that  Fund   to  sell   portfolio  securities   at
disadvantageous  prices, causing  its per share  value to  decrease. Each Fund's
Board of Directors or Trustees has agreed to monitor events in order to identify
any material irreconcilable conflicts  which might arise  and to determine  what
action, if any, should be taken to address such conflict.
 
CREDITED INTEREST OPTION
 
    Purchase  Payments  may be  allocated to  the  AICA Guaranteed  Account (the
"Guaranteed Account"). Through the  Guaranteed Account, we guarantee  stipulated
rates  of  interest for  stated  periods of  time.  Amounts must  remain  in the
Guaranteed Account for specified periods  to receive the quoted interest  rates,
or  a  market value  adjustment  (which may  be  positive or  negative)  will be
applied. (See the Appendix.)
 
- --------------------------------------------------------------------------------
                                       2
<PAGE>
                                    PURCHASE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
CONTRACT AVAILABILITY
 
   
    The Contracts are  offered as (1)  nonqualified deferred annuity  contracts;
(2)  Individual  Retirement  Annuities;  or  (3)  Qualified  Contracts  used  in
conjunction  with  certain  employer  sponsored  retirement  plans.   Individual
Retirement  Annuities  are  currently  available as  rollovers,  and  may permit
ongoing contributions,  subject  to  state  regulatory  approval.  Additionally,
availability  of the Qualified Contracts described  under item (3) is subject to
state regulatory approval.
    
 
    Eligible persons seeking to invest  and accumulate money for retirement  can
purchase  individual interests in  group Contracts, or,  where required by state
law, they may purchase individual Contracts. In most states, group Contracts are
offered to certain broker-dealers  which have agreed to  act as distributors  of
the  Contracts, and individual accounts are  established by the Company for each
Certificate Holder. In some states, an individual Contract will be owned by  the
Certificate  Holder.  In  both cases,  a  Certificate Holder's  interest  in the
Contract is known as his or her "Account."
 
   
    The maximum issue age for  the Annuitant is 90  (age 85 for those  Contracts
issued in the state of Pennsylvania).
    
 
   
    JOINT  CERTIFICATE  HOLDERS.   Nonqualified  Contracts may  be  purchased by
spouses as joint  Certificate Holders.  In Pennsylvania,  the joint  Certificate
Holders  do not need to be spouses.  References to "Certificate Holders" in this
Prospectus mean  both of  the Certificate  Holders on  joint Accounts.  Tax  law
prohibits the purchase of Qualified Contracts by joint Certificate Holders.
    
 
PURCHASING INTERESTS IN THE CONTRACT
 
   
    GROUP   CONTRACTS.    Groups  will   generally  consist  of  those  eligible
individuals who have established an Account with a broker-dealer or a bank which
has agreed to act as a  Distributor for the Contracts. The Contract  application
must  be completed  by the  prospective group  Contract Holder  and sent  to the
Company at its Home  Office. Once we approve  the Contract application, a  group
Contract  is  issued  to  the group  Contract  Holder.  Certificate  Holders may
purchase interests in a  group Contract by submitting  an enrollment form.  Once
the enrollment form is accepted a Certificate will be issued.
    
 
    INDIVIDUAL CONTRACTS.  Certain states will not allow a group Contract due to
provisions  in their insurance laws. In  those states where individual Contracts
are offered,  eligible persons  will  submit an  individual application  to  the
Company.  In those states, an individual will be issued a Contract rather than a
Certificate.
 
   
    Regardless of whether you have purchased a group or individual Contract, the
Company must accept  or reject  the application  or enrollment  form within  two
business  days of receipt. If  these items are incomplete,  the Company may hold
any forms and accompanying  Purchase Payments for  five days. Purchase  Payments
may  be held for longer periods only with the consent of the Certificate Holder,
pending acceptance of the application or enrollment form. If the application  or
enrollment form is rejected, the application or enrollment form and any Purchase
Payments will be returned to the Certificate Holder.
    
 
PURCHASE PAYMENTS
 
   
    You  may make Purchase Payments under the  Contract in one lump sum, through
periodic payments or as a transfer from a pre-existing plan.
    
 
    The minimum  initial  Purchase Payment  amount  is $5,000  for  Nonqualified
Contracts  and $1,500 for Qualified Contracts. Additional Purchase Payments made
to an existing Contract  must be at  least $500, or if  made by automatic  check
plan,  $50 per month. Additional Purchase Payments  are subject to the terms and
conditions published by  us at the  time of the  subsequent payment. A  Purchase
Payment of more than $1,000,000 will be allowed only with the Company's consent.
We  also reserve the  right to reject  any Purchase Payment  to a prospective or
existing Account without advance notice.
 
    For Qualified Contracts the Code imposes a maximum limit on annual  Purchase
Payments  which may  be excluded  from a  participant's gross  income. (See "Tax
Status.")
 
    ALLOCATION OF  PURCHASE  PAYMENTS.   Purchase  Payments  will  initially  be
allocated  to  the Subaccounts  or the  Guaranteed Account  as specified  on the
application or  enrollment form.  Changes  in such  allocation  may be  made  in
writing  or by telephone transfer. Allocations must be in whole percentages, and
there may  be  limitations on  the  number of  investment  options that  can  be
selected during the Accumulation Period. (See "Transfers.")
 
- --------------------------------------------------------------------------------
                                       3
<PAGE>
CONTRACT RIGHTS
 
    Under individual Contracts, Certificate Holders have all Contract rights.
 
    Under  group Contracts, the group Contract  Holder has title to the Contract
and generally  only the  right to  accept  or reject  any modifications  to  the
Contract. You have all other rights to your Account under the Contract. However,
under  a Nonqualified Contract, if  you and the Annuitant  are not the same, and
the Annuitant dies  first, a  different provision  applies. In  this case,  your
rights are automatically transferred to the Beneficiary. (See "Death Benefit.")
 
    Joint  Certificate Holders  have equal  rights under  the Contract  and with
respect to their Account. On  the death of a  joint Certificate Holder prior  to
the  Annuity Date,  the surviving  Certificate Holder  may retain  all ownership
rights under the Contract or elect to have the proceeds distributed. (See "Death
Benefit.") All  rights  under the  Contract  must  be exercised  by  both  joint
Certificate Holders with the exception of transfers among investment options; at
our  discretion, one joint  Certificate Holder can  select additional investment
options or change investment options after the Account has been established.
 
   
DESIGNATIONS OF BENEFICIARY AND ANNUITANT
    
 
   
    You  generally  designate  the  beneficiary   under  the  Contract  on   the
application  or  enrollment form.  However,  for Qualified  Contracts  issued in
conjunction with a Code Section 401(a) qualified pension or profit sharing  plan
or  a Code Section 457 deferred compensation  plan, the employer or trustee must
be both the Certificate Holder and  the beneficiary under the Contract, and  the
participant  on whose behalf the Account  was established must be the Annuitant.
Under such plans the participant is generally allowed to designate a beneficiary
under the plan,  and the Certificate  Holder may  direct that we  pay any  death
proceeds  to  the plan  beneficiary. "Beneficiary"  as  used in  this Prospectus
refers to the person who is ultimately entitled to receive such proceeds.
    
 
   
    For Qualified Contracts issued in conjunction with a Code Section 403(b) tax
deferred annuity program subject to the Employee Retirement Income Security  Act
(ERISA), the spouse of a married participant must be the Beneficiary of at least
50%  of the Account  Value. If the married  participant is age  35 or older, the
participant may name an alternate Beneficiary provided the participant furnishes
a waiver and spousal consent which meets the requirements of ERISA Section  205.
The  participant  on  whose  behalf  the Account  was  established  must  be the
Annuitant.
    
 
    For Qualified Contracts issued as an Individual Retirement Annuity, you must
be the Annuitant. For  Nonqualified Contracts, you may  (but need not) select  a
different person as the Annuitant. (See "Purchase-- Contract Availability.")
 
RIGHT TO CANCEL
 
    You  may cancel the Contract or  Certificate without penalty by returning it
to the Company with a written notice  of your intent to cancel. In most  states,
you  have ten days to exercise this  right; some states allow you longer. Unless
state law requires otherwise, the amount you will receive upon cancellation will
reflect the investment performance of  the Subaccounts into which your  Purchase
Payments  were deposited. In some cases this may be more or less than the amount
of your Purchase Payments;  therefore, you bear the  entire investment risk  for
amounts  allocated  among the  Subaccounts during  the  free look  period. Under
Contracts issued as Individual Retirement  Annuities, you will receive a  refund
of  your Purchase Payment. Account Values will be determined as of the Valuation
Date on which we receive your request for cancellation at our Home Office.
 
                             CHARGES AND DEDUCTIONS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
DAILY DEDUCTIONS FROM THE SEPARATE ACCOUNT
 
    MORTALITY AND EXPENSE RISK CHARGE.  The Company makes a daily deduction from
each of the Subaccounts for the mortality and expense risk charge. The charge is
equal, on an annual basis, to 1.25%  of the daily net assets of the  Subaccounts
and  compensates the  Company for  the assumption  of the  mortality and expense
risks under the Contract. The mortality risks are those assumed for our  promise
to  make lifetime payments according to annuity rates specified in the Contract.
The expense risk is the risk that  the actual expenses for costs incurred  under
the  Contract  will exceed  the  maximum costs  that  can be  charged  under the
Contract.
 
- --------------------------------------------------------------------------------
                                       4
<PAGE>
    If  the amount deducted for mortality and expense risks is not sufficient to
cover the  mortality costs  and expense  shortfalls, the  loss is  borne by  the
Company.  If the deduction  is more than  sufficient, the excess  may be used to
recover distribution  expenses relating  to the  Contracts and  as a  source  of
profit  to the Company. The Company expects  to make a profit from the mortality
and expense risk charge.
 
    ADMINISTRATIVE CHARGE.  During the Accumulation Period, the Company makes  a
daily  deduction from each of the  Subaccounts for an administrative charge. The
charge is equal, on  an annual basis, to  0.10% of the daily  net assets of  the
Subaccounts  and compensates the Company for administrative expenses that exceed
revenues from the maintenance fee described below. The charge is set at a  level
which  does not exceed the average  expected cost of the administrative services
to be provided while the  Contract is in force. The  Company does not expect  to
make a profit from this charge.
 
    During  the  Annuity  Period,  the  Company reserves  the  right  to  make a
deduction for the administrative charge of an amount equal, on an annual  basis,
to  a maximum  of 0.25%  of the daily  net assets  of the  Subaccounts. There is
currently no administrative charge  during the Annuity  Period. Once an  Annuity
Option  is elected, the charge will be  established and will be effective during
the entire Annuity Period.
 
MAINTENANCE FEE
 
    During  the  Accumulation  Period,  the   Company  will  deduct  an   annual
maintenance  fee from the Account Value. The maintenance fee is to reimburse the
Company for some of  its administrative expenses  relating to the  establishment
and maintenance of the Accounts.
 
    The  maximum  maintenance  fee  deducted  under  the  Contract  is  $30. The
maintenance fee will be deducted on a pro rata basis from each investment option
in which you have an  interest. If your entire  Account Value is withdrawn,  the
full maintenance fee will be deducted at the time of withdrawal. The maintenance
fee  will not be deducted  (either annually or upon  withdrawal) if your Account
Value is $50,000 or more on the day the maintenance fee is due.
 
DEFERRED SALES CHARGE
 
    Withdrawals of all or  a portion of  the Account Value may  be subject to  a
deferred  sales charge.  The deferred sales  charge is a  percentage of Purchase
Payments withdrawn from the Subaccounts and the Guaranteed Account and is  based
on  the number of years which have  elapsed since the Purchase Payment was made.
The deferred sales charge for each Purchase Payment is determined by multiplying
the Purchase Payment withdrawn by the appropriate percentage, in accordance with
the schedule set forth in the tables below.
 
    Withdrawals are  taken first  against Purchase  Payments, then  against  any
increase  in  value. However,  the  deferred sales  charge  only applies  to the
Purchase Payment (not to any associated changes in value). To satisfy a  partial
withdrawal,  the deferred sales charge is calculated as if the Purchase Payments
are withdrawn from the Subaccounts  in the same order  they were applied to  the
Account.  Partial withdrawals  from the  Guaranteed Account  will be  treated as
described in the  Appendix and the  prospectus for the  Guaranteed Account.  The
total  charge will be the sum of the  charges applicable for all of the Purchase
Payments withdrawn.
 
<TABLE>
<CAPTION>
YEARS SINCE RECEIPT OF           DEFERRED SALES
PURCHASE PAYMENT                CHARGE DEDUCTION
- ----------------------------  ---------------------
<S>                           <C>
Less than 2                                6%
2 or more but less than 4                  5%
4 or more but less than 5                  4%
5 or more but less than 6                  3%
6 or more but less than 7                  2%
7 or more                                  0%
</TABLE>
 
    A deferred sales charge will not be deducted from any portion of a  Purchase
Payment withdrawn if the withdrawal is:
 
- -  applied to provide Annuity benefits;
 
- -  paid  to a Beneficiary  due to the Annuitant's  death before Annuity Payments
   start, up to  a maximum  of the  Purchase Payment(s)  in the  Account on  the
   Annuitant's date of death;
 
- -  made  due to the election of an Additional Withdrawal Option (see "Additional
   Withdrawal Options");
 
- -  paid upon a full withdrawal where the Account Value is $2,500 or less and  no
   amount has been withdrawn during the prior 12 months; or
 
- -  paid if we close out your Account when the value is less than $2,500.
 
    After  the first  Account Year, you  may withdraw  all or a  portion of your
Purchase Payments  without  a deferred  sales  charge, provided  that  (1)  such
withdrawal occurs
 
- --------------------------------------------------------------------------------
                                       5
<PAGE>
within  three  years of  the Annuitant's  admission to  a licensed  nursing care
facility (including  non-licensed  facilities  in New  Hampshire)  and  (2)  the
Annuitant  has spent at least 45 consecutive  days in such facility. This waiver
of deferred sales charge does  not apply if the Annuitant  is in a nursing  care
facility  at the  time the  Account is  established. It  will also  not apply if
otherwise prohibited by state law.
 
    The Company does not  anticipate that the deferred  sales charge will  cover
all  sales and  administrative expenses which  it incurs in  connection with the
Contract. The difference will  be covered by the  general assets of the  Company
which are attributable, in part, to mortality and expense risk charges under the
Contract described above.
 
    FREE  WITHDRAWALS.   At least  12 months after  the date  the first Purchase
Payment is applied to your Account, you  may withdraw up to 10% of your  current
Account  Value during each calendar year  without imposition of a deferred sales
charge. The free withdrawal applies only to the first partial or full withdrawal
in each calendar year. The free withdrawal  amount will be based on the  Account
Value  calculated  on the  Valuation  Date next  following  our receipt  of your
request  for  withdrawal.  If  your  withdrawal  exceeds  the  applicable   free
withdrawal  allowance,  we will  deduct a  deferred sales  charge on  the excess
amount. (See the Appendix  for a discussion of  withdrawals from the  Guaranteed
Account.) This provision may not be exercised if you have elected the Systematic
Withdrawal  Option or  Estate Conservation  Option. (See  "Additional Withdrawal
Options.")
 
FUND EXPENSES
 
    Each Fund incurs  certain expenses  which are paid  out of  its net  assets.
These   expenses  include,  among  other  things,  the  investment  advisory  or
"management" fee. The expenses of  the Funds are set forth  in the Fee Table  in
this Prospectus and described more fully in the accompanying Fund prospectuses.
 
PREMIUM AND OTHER TAXES
 
    Several  states and municipalities impose a  premium tax on Annuities. These
taxes currently range from 0% to 4%.  Ordinarily, any state premium tax will  be
deducted  from  the Account  Value  when it  is  applied to  an  Annuity Option.
However, we reserve  the right  to deduct state  premium tax  from the  Purchase
Payment(s)  or from the Account Values at any  time, but no earlier than when we
have a tax liability under state law.
 
    Any municipal  premium tax  assessed  at a  rate in  excess  of 1%  will  be
deducted  from the Purchase Payment(s) or from  the amount applied to an Annuity
Option based on our determination  of when such tax is  due. We will absorb  any
municipal  premium tax which  is assessed at  1% or less.  We reserve the right,
however, to  reflect  this added  expense  in  our Annuity  purchase  rates  for
residents of such municipalities.
 
                               CONTRACT VALUATION
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
ACCOUNT VALUE
 
    Until  the Annuity  Date, the  Account Value  is the  total dollar  value of
amounts held in the Account as of  any Valuation Date. The Account Value at  any
given  time is based on the value of the units held in each Subaccount, plus the
value of amounts held in the Guaranteed Account.
 
ACCUMULATION UNITS
 
    The value of your interests  in a Subaccount is  expressed as the number  of
"Accumulation  Units" that you  hold multiplied by  an "Accumulation Unit Value"
(or "AUV")  for each  unit.  The AUV  on any  Valuation  Date is  determined  by
multiplying  the value  on the immediately  preceding Valuation Date  by the net
investment factor  of that  Subaccount for  the period  between the  immediately
preceding  Valuation Date and  the current Valuation  Date. (See "Net Investment
Factor" below.) The Accumulation Unit Value  will be affected by the  investment
performance, expenses and charges of the applicable Fund and is reduced each day
by  a percentage that accounts for the daily assessment of mortality and expense
risk charges and the administrative charge.
 
    Initial Purchase  Payments will  be credited  to your  Account as  described
under  "Purchasing Interests in the  Contract." Each subsequent Purchase Payment
(or amount transferred) will be credited to your Account at the AUV computed  on
the  next  Valuation Date  following  our receipt  of  your payment  or transfer
request. The value of an Accumulation Unit may increase or decrease.
 
NET INVESTMENT FACTOR
 
    The net investment factor is used to measure the investment performance of a
Subaccount from one
 
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                                       6
<PAGE>
Valuation Date to the next. The net  investment factor for a Subaccount for  any
valuation period is equal to the sum of 1.0000 plus the net investment rate. The
net investment rate equals:
 
(a)  the net assets of the Fund held  by the Subaccount on the current Valuation
    Date, minus
 
(b) the net assets of the Fund held by the Subaccount on the preceding Valuation
    Date, plus or minus
 
(c) taxes or provisions for taxes, if any, attributable to the operation of  the
    Subaccount;
 
(d)  divided by  the total  value of  the Subaccount's  Accumulation and Annuity
    Units on the preceding Valuation Date;
 
(e) minus a daily charge at the annual effective rate of 1.25% for mortality and
    expense risks, and an administrative charge of 0.10% during the Accumulation
    Period and up to  0.25% during the Annuity  Period (currently 0% during  the
    Annuity Period).
 
    The net investment rate may be either positive or negative.
 
                                   TRANSFERS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
    At  any time prior to the Annuity  Date, you can transfer amounts held under
your Account  from one  Subaccount  to another.  Transfers from  the  Guaranteed
Account may be subject to certain restrictions and to a market value adjustment.
(See  the Appendix.) A request for transfer can  be made either in writing or by
telephone. The  telephone  transfer  privilege is  available  automatically;  no
special  election is  necessary. All  transfers must  be in  accordance with the
terms of the Contract.
 
    The Company currently allows unlimited  transfers of accumulated amounts  to
available  investment options.  Twelve free  transfers are  allowed per calendar
year. Thereafter, the Company reserves  the right to charge  up to $10 for  each
additional  transfer. The  Company currently  does not  impose this  charge. The
total number of investment options that  you may select during the  Accumulation
Period  may be limited, as set forth on your application or enrollment form. Any
transfer will be based on the Accumulation Unit Value next determined after  the
Company  receives a  valid transfer  request at  its Home  Office. Transfers are
currently not  available during  the Annuity  Period; however,  they may  become
available during the second half of 1996. (See "Annuity Options.")
 
DOLLAR COST AVERAGING PROGRAM
 
    You  may establish  automated transfers  of Account  Values on  a monthly or
quarterly basis through the Company's Dollar Cost Averaging Program. Dollar cost
averaging is a system for investing a fixed amount of money at regular intervals
over a period of time. The Dollar Cost Averaging Program permits the transfer of
amounts from any  of the variable  funding options and  the one-year  Guaranteed
Term  to any of the variable investment  options. A market value adjustment will
not be applied to dollar cost  averaging transfers from the one-year  Guaranteed
Term.  (See  the Appendix  for  a discussion  of  the restrictions  and features
attributable to the Guaranteed Account.)
 
    Dollar cost averaging does not ensure a profit nor guarantee against loss in
a declining  market. You  should  consider your  financial ability  to  continue
purchases  through  periods of  low  price levels.  For  additional information,
please refer  to  the  "Inquiries"  section of  the  Prospectus  Summary,  which
describes how you can obtain further information.
 
    The  Dollar Cost Averaging Program is  not available to individuals who have
elected an Additional Withdrawal Option or the Account Rebalancing Program.
 
ACCOUNT REBALANCING PROGRAM
 
    The Account Rebalancing Program allows you to have portions of your  Account
Value automatically reallocated annually to a specified percentage. Only Account
Values accumulating in the Subaccounts can be rebalanced. You may participate in
this program by completing the Account Rebalancing section of the application or
enrollment  form, or  by sending a  written request  to the Company  at its Home
Office.
 
    The Account Rebalancing Program is not available to Certificate Holders  who
have  elected the  Dollar Cost  Averaging Program,  and the  Account Rebalancing
Program does  not ensure  a profit  nor guarantee  against loss  in a  declining
market.
 
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                                       7
<PAGE>
                                  WITHDRAWALS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
   
    All  or a portion of your Account Value  may be withdrawn at any time during
the Accumulation Period,  subject to the  withdrawal restrictions under  Section
403(b)  Contracts described  below. To request  a withdrawal,  you must properly
complete a  disbursement form  and send  it  to our  Home Office.  Payments  for
withdrawal  requests  will  be made  in  accordance with  SEC  requirements, but
normally not  later  than  seven  calendar  days  following  our  receipt  of  a
disbursement form.
    
 
    Withdrawals may be requested in one of the following forms:
 
- -FULL  WITHDRAWAL OF AN ACCOUNT:  The amount paid for  a full withdrawal will be
 the Adjusted  Account Value  minus  any applicable  deferred sales  charge  and
 maintenance fee due.
 
- -PARTIAL  WITHDRAWALS: (Percentage): The  amount paid will  be the percentage of
 the Adjusted  Account  Value  requested minus  any  applicable  deferred  sales
 charge.
 
- -PARTIAL  WITHDRAWALS: (Specified  Dollar Amount): The  amount paid  will be the
 dollar amount requested. However, the  amount withdrawn from your Account  will
 equal the amount you request plus any applicable deferred sales charge and plus
 or minus any applicable market value adjustment.
 
    For  any partial  withdrawal, the value  of the  Accumulation Units canceled
will be withdrawn proportionately from the Guaranteed Account or each Subaccount
in which your Account is invested, unless you request otherwise in writing.  All
amounts  paid will be based on your Account  Value as of the next Valuation Date
after we receive a request for withdrawal  at our Home Office, or on such  later
date  as the disbursement form may specify. Taxes or tax penalties may be due on
the amount withdrawn. (See "Tax Status.")
 
    The tax  treatment of  withdrawals from  each Nonqualified  Contract may  be
affected  if you own  other annuity contracts  issued by us  (or our affiliates)
that were purchased on or after October 12, 1988. (See "Tax Status.")
 
   
    WITHDRAWAL RESTRICTIONS FROM 403(B)  PLANS. Under Section 403(b)  Contracts,
the   withdrawal  of  salary  reduction   contributions  and  earnings  on  such
contributions  is  generally  prohibited  prior  to  the  participant's   death,
disability,  attainment  of age  59 1/2,  separation  from service  or financial
hardship. (See "Tax Status.")
    
 
                         ADDITIONAL WITHDRAWAL OPTIONS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
    The Company offers certain  withdrawal options under  the Contract that  are
not  considered Annuity  Options ("Additional Withdrawal  Options"). To exercise
these options, your Account Value must  meet the minimum dollar amounts and  age
criteria applicable to that option.
 
    The  Additional Withdrawal  Options currently  available under  the Contract
include the following:
 
- -SWO--SYSTEMATIC WITHDRAWAL OPTION.  SWO is a series of partial withdrawals from
 your Account based on a payment method you select. It is designed for those who
 want a  periodic  income while  retaining  investment flexibility  for  amounts
 accumulated under a Contract.
 
- -ECO--ESTATE CONSERVATION OPTION.  ECO offers the same investment flexibility as
 SWO but is designed for those who want to receive only the minimum distribution
 that  the  Code  requires each  year.  ECO  is only  available  under Qualified
 Contracts. Under ECO,  the Company calculates  the minimum distribution  amount
 required  by law ,  generally at age  70 1/2, and  pays you that  amount once a
 year. (See "Tax Status.")
 
    Other Additional  Withdrawal  Options  may  be  added  from  time  to  time.
Additional  information relating to any of the Additional Withdrawal Options may
be obtained  from your  local representative  or from  the Company  at its  Home
Office.
 
    If  you select one of the Additional Withdrawal Options, you will retain all
of  the  rights  and  flexibility  permitted  under  the  Contract  during   the
Accumulation  Period.  Your Account  Value will  continue to  be subject  to the
charges and deductions described in this Prospectus.
 
- --------------------------------------------------------------------------------
                                       8
<PAGE>
    Once you elect an Additional Withdrawal  Option, you may revoke it any  time
by  submitting a written request to our  Home Office. Once an option is revoked,
it may not be elected again, nor  may any other Additional Withdrawal Option  be
elected  unless  permitted  by  the  Code. The  Company  reserves  the  right to
discontinue the  availability  of one  or  all of  these  Additional  Withdrawal
Options at any time, and/or to change the terms of future elections.
 
                    DEATH BENEFIT DURING ACCUMULATION PERIOD
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
    A  death benefit will be payable  to the Beneficiary(ies) if the Certificate
Holder or the Annuitant  dies before annuity payments  have commenced. Upon  the
death  of a joint  Certificate Holder prior  to the Annuity  Date, the surviving
Certificate Holder, if any,  will become the  designated Beneficiary. Any  other
Beneficiary  designation on record with the Company at the time of death will be
treated as a contingent Beneficiary.
 
    The amount of death benefit  proceeds will be determined  as of the date  of
death.  Under some circumstances, the amount of the death benefit is guaranteed,
as described below.
 
DEATH BENEFIT AMOUNT
 
    Upon the death  of the  Annuitant, the death  benefit proceeds  will be  the
greatest of:
 
(1)  the total Purchase Payment(s) applied to  the Account, minus the sum of all
    amounts withdrawn, annuitized or deducted from such Account;
 
   
(2) the highest  step-up value as  of the date  of death. The  step-up value  is
    determined  on each anniversary of the Effective Date, up to the Annuitant's
    75th birthday. Each step-up value is calculated as the Account Value on  the
    Effective  Date  anniversary, increased  by  Purchase Payments  applied, and
    decreased by partial withdrawals,  annuitizations and deductions taken  from
    the Account since the Effective Date anniversary; or
    
 
(3) the Account Value as of the date of death.
 
   
    The  excess, if any, of the guaranteed  death benefit value over the Account
Value is determined as of the date of death. Any excess amount will be deposited
and allocated to the Aetna Variable Encore Fund Subaccount. The Account Value on
the claim date  plus any excess  amount deposited into  the Account becomes  the
Certificate  Holder's Account Value. The claim date is the date we receive valid
proof of death and the Beneficiary's claim at our Home Office.
    
 
    Upon the death of a spousal Beneficiary who continued the Account in his  or
her  own name,  the amount of  the death benefit  proceeds will be  equal to the
Adjusted Account  Value,  less  any  deferred sales  charge  applicable  to  any
Purchase Payments made after we receive proof of death.
 
    Under  Nonqualifed  Contracts only,  if the  Certificate  Holder is  not the
Annuitant and dies, the amount  of death benefit proceeds  will be equal to  the
Adjusted  Account Value on  the claim date.  Full or partial  withdrawals may be
subject to a deferred sales charge.
 
    For amounts  held  in  the  Guaranteed  Account,  see  the  Appendix  for  a
discussion of the calculation of death benefit proceeds.
 
DEATH BENEFIT PAYMENT OPTIONS
 
    Death benefit proceeds may be paid to the Beneficiary as described below. If
you  die and no Beneficiary exists, the death benefit will be paid in a lump sum
to your estate.  Prior to any  election, the  Account Value will  remain in  the
Account  and the Account  Value will continue  to be affected  by the investment
performance of the investment option(s) selected. The Beneficiary has the  right
to  allocate or transfer any amount  to any available investment option (subject
to  a  market  value  adjustment,   as  applicable).  The  Code  requires   that
distributions  begin within  a certain  time period,  as described  below. If no
elections  are  made,  no  distributions  will  be  made.  Failure  to  commence
distribution within those time periods can result in tax penalties.
 
   
    NONQUALIFIED  CONTRACTS.  Under  a Nonqualified Contract, if  you die, or if
you are a nonnatural person and the Annuitant dies, and the Beneficiary is  your
surviving  spouse,  he or  she automatically  becomes the  successor Certificate
Holder. The  successor Certificate  Holder  may exercise  all rights  under  the
Account  and (1) continue in the Accumulation Period; (2) elect to apply some or
all of the Adjusted Account Value to any of the Annuity Options; or (3)  receive
at any time a lump sum payment equal to all or a portion of the Adjusted Account
Value. If you die and
    
 
- --------------------------------------------------------------------------------
                                       9
<PAGE>
   
you  are not the Annuitant, any applicable deferred sales charge will be applied
if a lump sum is elected. Under  the Code, distributions are not required  until
the successor Certificate Holder's death.
    
 
   
    If  you die and the Beneficiary is not  your surviving spouse, he or she may
elect option  (2) or  (3)  above. According  to the  Code,  any portion  of  the
Adjusted  Account Value  not distributed in  installments over the  life or life
expectancy beginning within  one year of  your death, must  be paid within  five
years of your death. (See "Tax Status of the Contract.")
    
 
   
    If  you are a natural  person but not the  Annuitant and the Annuitant dies,
the Beneficiary may  elect to  apply the Adjusted  Account Value  to an  Annuity
Option  within 60 days  or to receive a  lump sum payment  equal to the Adjusted
Account Value, subject to state regulatory approval. If the Beneficiary does not
elect an Annuity Option within 60 days of  the date of death, the gain, if  any,
will be includable in the Beneficiary's income in the year the Annuitant dies.
    
 
    If  SWO is  in effect,  payments will cease  at the  Certificate Holder's or
Annuitant's death. A Beneficiary, however, may elect to continue SWO.
 
   
    QUALIFIED CONTRACTS.  Under a Qualified Contract, the death benefit is  paid
at  the death of the  participant, who is the  Annuitant under the Contract. The
Beneficiary has the  following options: (1)  apply some or  all of the  Adjusted
Account  Value to any of the Annuity  Options, subject to the distribution rules
in Code Section 401(a)(9), or (2) receive  at any time a lump sum payment  equal
to  all  or  a  portion  of  the Adjusted  Account  Value.  If  the  Account was
established in conjunction  with a  Section 401(a) qualified  pension or  profit
sharing  plan or a Section 457 deferred compensation plan, payment will be made,
as directed by the  Certificate Holder, to either  the Certificate Holder or  to
the plan beneficiary.
    
   
    If  ECO or  SWO is in  effect and  the participant dies  before the required
beginning date for minimum distributions, payments will cease. A Beneficiary, or
the Certificate Holder on  behalf of a  plan Beneficiary, may  elect ECO or  SWO
provided the election would satisfy the Code minimum distribution rules.
    
 
    If  ECO or  SWO is  in effect  and the  participant dies  after the required
beginning date for  minimum distributions, payments  will continue as  permitted
under the Code minimum distribution rules, unless the option is revoked.
 
    Death  benefit payments must satisfy the  distribution rules in Code Section
401(a)(9). (See "Tax Status of the Contract.")
 
                                 ANNUITY PERIOD
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
ANNUITY PERIOD ELECTIONS
 
    You must notify us in writing of the date you want Annuity Payments to start
(the "Annuity Date")  and the  Annuity Option  elected. Payments  may not  begin
earlier  than one  year after  purchase, or, unless  we consent,  later than the
later of (a) the first day of the month following the Annuitant's 85th birthday,
or (b) the tenth anniversary of the last Purchase Payment (fifth anniversary for
Contracts issued in Pennsylvania).
 
   
    Annuity Payments will not begin until you have selected an Annuity Date  and
an  Annuity  Option. Until  a  date and  option  are elected,  the  Account will
continue in the Accumulation Period.
    
 
    The Code generally  requires that  for Qualified  Contracts, minimum  annual
distributions  of the Account Value must begin by April 1st of the calendar year
following the  calendar year  in which  a  participant attains  age 70  1/2.  In
addition,  distributions must be in a form  and amount sufficient to satisfy the
Code requirements.  These  requirements may  be  satisfied by  the  election  of
certain  Annuity Options or  Additional Withdrawal Options.  (See "Tax Status.")
For Nonqualified Contracts, failure to select  an Annuity Option and an  Annuity
Date,  or postponement of the Annuity Date past the Annuitant's 85th birthday or
tenth  anniversary  of  your  last   Purchase  Payment  may  have  adverse   tax
consequences.  You  should  consult with  a  qualified  tax adviser  if  you are
considering such a course of action.
 
    At least 30 days prior to the Annuity Date, you must notify us in writing of
the following:
- - the date on which you would like Annuity Payments to begin;
- - the Annuity Option under which you want payments to be calculated and paid;
- - whether the  payments are  to  be made  monthly, quarterly,  semi-annually  or
  annually; and
 
- --------------------------------------------------------------------------------
                                       10
<PAGE>
- - the  investment  option(s) used  to provide  Annuity  Payments (i.e.,  a fixed
  Annuity using  the general  account or  a variable  Annuity using  any of  the
  Subaccounts  available at the time of annuitization). The Company has reserved
  the right  to  limit which  and  how many  Subaccounts  will be  available  as
  investment  options  during  the  Annuity  Period.  As  of  the  date  of this
  Prospectus, no more than four Subaccounts may be elected; however,  additional
  Subaccounts  may be available under some  Annuity Options in the future. ("See
  Annuity Options.")
 
   
    Once Annuity Payments begin, the Annuity Option may not be changed, nor  may
transfers  currently  be  made  among the  investment  option(s)  selected. (See
"Annuity Options" below for more information about transfers during the  Annuity
Period.)
    
 
PARTIAL ANNUITIZATION
 
    You  may elect an Annuity  Option with respect to  a portion of your Account
Value, while leaving the remaining portion of your Account Value invested in the
Accumulation Period. The Code and the regulations thereunder do not specifically
address the  tax  treatment applicable  to  payments provided  pursuant  to  the
exercise  of this option. The Company  takes the position that payments provided
pursuant to  this  option  are  taxable  as  annuity  payments,  and  not  as  a
withdrawal.  However, because  the tax treatment  of such  payments is currently
unclear, you should consult with a qualified tax adviser if you are  considering
a partial annuitization of your Account.
 
ANNUITY OPTIONS
 
    You may choose one of the following Annuity Options:
 
LIFETIME ANNUITY OPTIONS:
 
- -OPTION  1--Life  Annuity--An annuity  with payments  ending on  the Annuitant's
 death.
 
   
- -OPTION 2--Life  Annuity with  Guaranteed Payments--  An annuity  with  payments
 guaranteed  for 5, 10, 15 or 20 years, or such other periods as the Company may
 offer at the time of annuitization.
    
 
- -OPTION 3--Life Income Based Upon the  Lives of Two Annuitants--An Annuity  will
 be  paid during the lives  of the Annuitant and  a second Annuitant, with 100%,
 66 2/3% or 50% of the payment to continue after the first death, or 100% of the
 payment to continue at the death of the second Annuitant and 50% of the payment
 to continue at the death of the Annuitant.
 
- -OPTION 4--Life Income Based Upon the  Lives of Two Annuitants--An annuity  with
 payments  for a  minimum of 120  months, with  100% of the  payment to continue
 after the first death.
 
    If Option 1 or 3  is elected, it is possible  that only one Annuity  Payment
will  be made if the Annuitant under  Option 1, or the surviving Annuitant under
Option 3, should die prior to the  due date of the second Annuity Payment.  Once
lifetime  Annuity Payments begin, the Certificate Holder cannot elect to receive
a lump-sum settlement.
 
NONLIFETIME ANNUITY OPTION:
 
    Under the nonlifetime option, payments may be made for generally 5-30 years,
as selected. If  this option  is elected on  a variable  basis, the  Certificate
Holder  may request at any time during the payment period that the present value
of all or any  portion of the  remaining variable payments be  paid in one  sum.
However, any lump-sum elected before three years of payments have been completed
will  be  treated  as  a  withdrawal  during  the  Accumulation  Period  and any
applicable  deferred  sales   charge  will  be   assessed.  (See  "Charges   and
Deductions--  Deferred Sales Charge.") If the nonlifetime option is elected on a
fixed basis, you cannot elect to receive a lump-sum settlement.
 
   
    We may also offer additional Annuity  Options under your Contract from  time
to  time.  Later in  1996,  subject to  state  regulatory approval,  the Company
expects to offer additional Annuity Options and enhanced versions of the Annuity
Options listed above. These additional Annuity Options and enhanced versions  of
the  existing options will have additional  Subaccounts available and will allow
transfers between Subaccounts  during the  Annuity Period. Please  refer to  the
Contract or Certificate, or call the number listed in the "Inquiries" section of
the  Prospectus Summary, to determine which  options are available and the terms
of such options. It  is not expected that  these additional or enhanced  options
will  be made  available to those  who have already  commenced receiving Annuity
Payments.
    
 
   
ANNUITY PAYMENTS
    
 
   
    DATE PAYOUTS START.  When payments start, the age of the Annuitant plus  the
number of years for which
    
 
- --------------------------------------------------------------------------------
                                       11
<PAGE>
   
payments  are  guaranteed  must not  exceed  95. For  Qualified  Contracts only,
Annuity Payments may not extend  beyond (a) the life  of the Annuitant, (b)  the
joint  lives of the Annuitant and beneficiary, (c) a period certain greater than
the Annuitant's life expectancy, or (d) a period certain greater than the  joint
life expectancies of the Annuitant and Beneficiary.
    
 
    AMOUNT  OF EACH ANNUITY PAYMENT.  The  amount of each payment depends on how
you allocate your Account Value between fixed and variable payouts. No  election
may  be made that would result in the first Annuity Payment of less than $50, or
total yearly Annuity Payments of less than $250 (less if required by state law).
If the Account Value on the Annuity Date is insufficient to elect an option  for
the minimum amount specified, a lump-sum payment must be elected. We reserve the
right  to  increase the  minimum first  Annuity Payment  amount and  the minimum
annual Annuity Payment amount based on increases reflected in the Consumer Price
Index-Urban (CPI-U), since July 1, 1993.
 
    If Annuity  Payments are  to be  made on  a variable  basis, the  first  and
subsequent  payments  will vary  depending on  the  assumed net  investment rate
selected (3 1/2% or 5% per annum). Selection of a 5% rate causes a higher  first
payment,  but Annuity Payments will increase  thereafter only to the extent that
the net investment  rate exceeds  5% on  an annualized  basis. Annuity  Payments
would decline if the rate were below 5%. Use of the 3 1/2% assumed rate causes a
lower  first payment,  but subsequent  payments would  increase more  rapidly or
decline more  slowly as  changes occur  in  the net  investment rate.  (See  the
Statement  of Additional  Information for  further discussion  on the  impact of
selecting an assumed net investment rate.)
 
CHARGES DEDUCTED DURING THE ANNUITY PERIOD
 
    We make a daily deduction for  mortality and expense risks from any  amounts
held  on  a variable  basis.  Therefore, electing  the  nonlifetime option  on a
variable basis will result in  a deduction being made  even though we assume  no
mortality  risk. We may  also deduct a daily  administrative charge from amounts
held under  the  variable options.  This  charge, established  when  a  variable
Annuity  Option is elected, will not exceed 0.25%  per year of amounts held on a
variable basis. Once established, the charge will be effective during the entire
Annuity Period. (See "Charges and Deductions.")
 
DEATH BENEFIT PAYABLE DURING THE
ANNUITY PERIOD
 
    If an Annuitant dies  after Annuity Payments have  begun, any death  benefit
payable  will  depend  on the  terms  of  the Contract  and  the  Annuity Option
selected. If Option 1 or  Option 3 was elected,  Annuity Payments will cease  on
the  death  of  the Annuitant  under  Option 1  or  the death  of  the surviving
Annuitant under Option 3.
 
    If Lifetime Option 2 or Option 4 was elected and the death of the  Annuitant
under  Option 2, or the surviving Annuitant  under Option 4, occurs prior to the
end of the guaranteed minimum payment period, we will pay to the Beneficiary  in
a  lump sum,  unless otherwise  requested, the  present value  of the guaranteed
annuity payments remaining.
 
    If the nonlifetime  option was elected,  and the Annuitant  dies before  all
payments are made, the value of any remaining payments may be paid in a lump-sum
to  the Beneficiary (unless  otherwise requested), and  no deferred sales charge
will be imposed.
 
    If the Annuitant dies after  Annuity Payments have begun  and if there is  a
death benefit payable under the Annuity Option elected, the remaining value must
be  distributed to  the Beneficiary  at least as  rapidly as  under the original
method of distribution.
 
    Any lump-sum  payment  paid under  the  applicable lifetime  or  nonlifetime
Annuity  Options will be  made within seven  calendar days after  proof of death
acceptable to us, and a request for payment are received at our Home Office. The
value of any death benefit proceeds will be determined as of the next  Valuation
Date after we receive acceptable proof of death and a request for payment.
 
                                   TAX STATUS
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INTRODUCTION
 
    The  following  provides a  general discussion  and is  not intended  as tax
advice. This discussion reflects the Company's understanding of current  federal
income  tax law. Such laws may change in the future, and it is possible that any
change could be retroactive (i.e., effective prior to
 
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                                       12
<PAGE>
the date  of the  change). The  Company  makes no  guarantee regarding  the  tax
treatment of any contract or transaction involving a Contract.
 
    The  Contract may be  purchased on a  non-tax qualified basis ("Nonqualified
Contract")  or  purchased  and  used  in  connection  with  certain   retirement
arrangements  entitled  to special  income tax  treatment under  Section 401(a),
403(b), 408(b) or 457 of the  Code ("Qualified Contracts"). The ultimate  effect
of  federal  income taxes  on  the amounts  held  under a  Contract,  on Annuity
Payments, and on the economic benefit to the Contract Holder, Certificate Holder
or Beneficiary may depend upon the  tax status of the individual concerned.  Any
person  concerned about  these tax implications  should consult  a competent tax
adviser before initiating any transaction.
 
TAXATION OF THE COMPANY
 
    The Company is taxed as a life  insurance company under the Code. Since  the
Separate  Account is  not an entity  separate from  the Company, it  will not be
taxed separately as a "regulated investment company" under the Code.  Investment
income and realized capital gains are automatically applied to increase reserves
under the Contracts. Under existing federal income tax law, the Company believes
that  the Separate Account investment income and realized net capital gains will
not be taxed to the  extent that such income and  gains are applied to  increase
the reserves under the Contracts.
 
    Accordingly,  the Company does not anticipate that it will incur any federal
income tax liability attributable  to the Separate  Account and, therefore,  the
Company  does not  intend to  make provisions  for any  such taxes.  However, if
changes in the federal tax laws or interpretation thereof result in the  Company
being  taxed on income or  gains attributable to the  Separate Account, then the
Company may impose a charge against  the Separate Account (with respect to  some
or all Contracts) in order to set aside provisions to pay such taxes.
 
TAX STATUS OF THE CONTRACT
 
    DIVERSIFICATION.   Section 817(h) of the  Code requires that with respect to
Nonqualified Contracts, the investments of the Funds be "adequately diversified"
in accordance with Treasury Regulations in order for the Contracts to qualify as
annuity contracts  under federal  tax  law. The  Separate Account,  through  the
Funds, intends to comply with the diversification requirements prescribed by the
Treasury  in  Reg. Sec.  1.817-5, which  affects  how the  Funds' assets  may be
invested.
 
    In addition, in certain circumstances, owners of variable annuity  contracts
may  be considered the owners, for federal income tax purposes, of the assets of
the separate accounts used to  support their contracts. In these  circumstances,
income  and gains from  the separate account  assets would be  includible in the
variable contract owner's gross income. The IRS has stated in published  rulings
that  a variable contract owner will be considered the owner of separate account
assets if the owner possesses incidents  of investment control over the  assets.
The ownership rights under the contract are similar to, but different in certain
respects  from those described by the IRS  in rulings in which it was determined
that owners  were  not  owners  of  separate  account  assets.  For  example,  a
Certificate Holder has additional flexibility in allocating premium payments and
account  values. In addition, the number of funds provided under the Contract is
greater than the number of funds offered in contracts on which rulings have been
issued. These differences could result in a Certificate Holder being treated  as
the  owner of  a pro  rata portion of  the assets  of the  Separate Account. The
Company reserves the  right to modify  the Contract as  necessary to attempt  to
prevent a Certificate Holder from being considered the owner of a pro rata share
of the assets of the Separate Account.
 
    REQUIRED DISTRIBUTIONS--NONQUALIFIED CONTRACTS: In order to be treated as an
annuity  contract for  federal income  tax purposes,  Section 72(s)  of the Code
requires Nonqualified Contracts to  provide that (a)  if any Certificate  Holder
dies  on or after the Annuity Date but  prior to the time the entire interest in
the Contract has been distributed, the  remaining portion of such interest  will
be distributed at least as rapidly as under the method of distribution in effect
at the time of the Certificate Holder's death, and (b) if any Certificate Holder
dies  prior to  the Annuity Date,  the entire  interest in the  Contract will be
distributed within five years after the date of such Certificate Holder's death.
These requirements  will  be  considered  satisfied  as  to  any  portion  of  a
Certificate  Holder's  interest which  is payable  to  or for  the benefit  of a
"designated beneficiary"  and  which  is  distributed  over  the  life  of  such
"designated  beneficiary"  or  over  a  period  not  extending  beyond  the life
expectancy of that  beneficiary, provided that  such distributions begin  within
one  year of the Certificate Holder's death. The "designated beneficiary" refers
to a natural person
 
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                                       13
<PAGE>
designated by the Certificate Holder as  a Beneficiary and to whom ownership  of
the contract passes by reason of death. However, if the "designated beneficiary"
is  the surviving spouse of the deceased  Certificate Holder, the Account may be
continued with the surviving spouse as the new Certificate Holder.
 
    The Nonqualifed Contracts  contain provisions which  are intended to  comply
with  the requirements  of Section  72(s) of  the Code,  although no regulations
interpreting these requirements  have yet  been issued. The  Company intends  to
review  such provisions and modify them if  necessary to assure that they comply
with the requirements  of Code  Section 72(s)  when clarified  by regulation  or
otherwise.
 
    The  discussion  under  "Taxation  of  Annuities"  below  is  based  on  the
assumption that the Contract qualifies as an annuity contract for federal income
tax purposes.
 
   
    REQUIRED  DISTRIBUTIONS--QUALIFIED   CONTRACTS:   The  Code   has   required
distribution  rules  for Section  401(a), 403(b)  and  457 Plans  and Individual
Retirement Annuities.  Distributions must  generally  begin by  April 1  of  the
calendar  year following the calendar year  in which the participant attains age
70 1/2. For governmental  or church 401(a), 403(b)  or 457 plans,  distributions
must  begin by  April 1  of the  calendar year  following the  calendar year the
participant attains age 70 1/2 or retires, whichever occurs later. Under  403(b)
plans,  if the Company maintains separate  records, distribution of amounts held
as of December 31, 1986 must generally begin by the end of the calendar year  in
which  the participant attains age 75 (or retires, if later, for governmental or
church plans). However, special rules require that some or all of the balance be
distributed earlier if  any distributions  are taken  in excess  of the  minimum
required amount.
    
 
   
    To  comply with these provisions, distributions must be in a form and amount
sufficient  to  satisfy  the  minimum  distribution  and  minimum   distribution
incidental death benefit rules specified in Section 401(a)(9) of the Code.
    
   
    In general, annuity payments must be distributed over the participant's life
or  the joint  lives of the  participant and  beneficiary, or over  a period not
greater than the participant's life expectancy or the joint life expectancies of
the participant and beneficiary. Also, any distribution under a Section 457 Plan
payable over  a period  of more  than one  year must  be made  in  substantially
nonincreasing amounts.
    
 
   
    If  the participant dies on or after the required beginning date for minimum
distributions, distributions to the beneficiary must be made at least as rapidly
as the method of distribution in effect at the time of the participant's  death.
However,  if the required minimum distribution  is calculated each year based on
the participant's single life expectancy or  the joint life expectancies of  the
participant  and beneficiary, the regulations for Code Section 401(a)(9) provide
specific rules  for  calculating  the  required  minimum  distributions  at  the
participant's  death. For example, if ECO was elected with the calculation based
on the  participant's  single  life  expectancy,  and  the  life  expectancy  is
recalculated  each year,  the recalculated life  expectancy becomes  zero in the
calendar year  following  the  participant's  death  and  the  entire  remaining
interest  must be  distributed to  the beneficiary  by December  31 of  the year
following the participant's  death. However, a  spousal beneficiary, other  than
under  a  Section  457 Plan,  has  certain  rollover rights  which  can  only be
exercised in the year of the participant's death. The rules are complex and  the
participant  should  consult  a  tax  adviser  before  electing  the  method  of
calculation to satisfy the minimum distribution requirements.
    
 
   
    If the  participant dies  before  the required  beginning date  for  minimum
distributions,  the entire  interest must be  distributed by December  31 of the
calendar year containing the fifth anniversary of the date of the  participant's
death.  Alternatively, payments may be made over  the life of the beneficiary or
over a period not extending beyond  the life expectancy of the beneficiary,  not
to  exceed 15  years for  a non-spousal  beneficiary under  a Section  457 Plan,
provided the distribution begins to a  non-spouse beneficiary by December 31  of
the  calendar year  following the calendar  year of the  participant's death. If
payments are made  to a  spousal beneficiary,  distributions must  begin by  the
later  of December 31  of the calendar  year following the  calendar year of the
death or December 31 of  the calendar year in  which the participant would  have
attained age 70 1/2.
    
 
    An   exception  applies  for  a  spousal  Beneficiary  under  an  Individual
Retirement Annuity.  In lieu  of  taking a  distribution  under these  rules,  a
spousal  Beneficiary may elect  to treat the Account  as his or  her own IRA and
defer taking a distribution until his or her age 70 1/2. The surviving spouse is
deemed to have made such an election if the surviving spouse makes a rollover to
or from the Account  or fails to  take a distribution  within the required  time
period.
 
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                                       14
<PAGE>
    If  the  participant  or  beneficiary fails  to  take  the  required minimum
distribution for any  tax year,  a 50%  excise tax  is imposed  on the  required
amount that was not distributed.
 
TAXATION OF ANNUITY CONTRACTS
 
    IN  GENERAL:   Section  72  of the  Code  governs taxation  of  annuities in
general. The Company  believes that  a Certificate Holder  under a  Nonqualified
Contract  who is  a natural person  generally is  not taxed on  increases in the
Account Value  until distribution  occurs by  withdrawing all  or part  of  such
Account  Value (e.g., withdrawals  or Annuity Payments  under the Annuity Option
elected). The taxable portion  of a distribution  (in the form  of a single  sum
payment or an Annuity) is taxable as ordinary income.
 
    NON-NATURAL HOLDERS OF A NONQUALIFIED CONTRACT: If the Certificate Holder is
not  a natural person, a Nonqualified Contract  is not treated as an annuity for
income tax purposes and  the "income on  the contract" for  the taxable year  is
currently  taxable as ordinary income. "Income  on the contract" is any increase
over  the  year  in  the  Surrender  Value,  adjusted  for  amounts   previously
distributed and amounts previously included in income. There are some exceptions
to  the rule and a non-natural person  should consult with its tax adviser prior
to purchasing this  Contract. A  non-natural person exempt  from federal  income
taxes  should consult with its tax adviser regarding treatment of "income on the
contract" for purposes of the unrelated business income tax.
 
    The  following  discussion  generally  applies  to  Qualified  Contracts  or
Nonqualified Contracts owned by a natural person.
 
    WITHDRAWALS:    In the  case  of a  withdrawal  under a  Qualified Contract,
including withdrawals under SWO or ECO, the amount taxable is generally based on
the ratio of the "investment in the contract" to Account Value. The  "investment
in  the  contract" generally  equals the  amount  of any  nondeductible Purchase
Payments paid  by  or on  behalf  of any  individual  less any  amount  received
previously which was excludable from gross income. For a Qualified Contract, the
"investment in the contract" can be zero. Special tax rules may be available for
certain distributions from a Qualified Contract.
 
    With  respect  to  Nonqualified  Contracts,  partial  withdrawals, including
withdrawals under SWO,  are generally treated  as taxable income  to the  extent
that the Account Value immediately before the withdrawal exceeds the "investment
in the contract" at that time. The Account Value immediately before a withdrawal
may  have to  be increased  by any positive  market value  adjustment (MVA) that
results from such a withdrawal. There is, however, no definitive guidance on the
proper tax treatment of  MVAs in these circumstances,  and a Certificate  Holder
should  contact  a  competent tax  adviser  with  respect to  the  potential tax
consequences of any MVA that arises as a result of a partial withdrawal.
 
    Full withdrawals of a Nonqualified Contract are treated as taxable income to
the extent that the amount received exceeds the "investment in the contract."
 
    ANNUITY PAYMENTS:  Although the tax  consequences may vary depending on  the
Annuity  Payment elected under the Contract, in general, only the portion of the
Annuity Payment that represents  the amount by which  the Account Value  exceeds
the  "investment in the  contract" will be  taxed; after the  "investment in the
contract" is recovered, the  full amount of any  additional annuity payments  is
taxable.  For  variable  Annuity  Payments,  the  taxable  portion  is generally
determined by an  equation that  establishes a  specific dollar  amount of  each
payment  that is  not taxed.  The dollar  amount is  determined by  dividing the
"investment in the contract" by the total number of expected periodic  payments.
However,  the  entire  distribution  will  be  taxable  once  the  recipient has
recovered the dollar  amount of  his or her  "investment in  the contract."  For
fixed  annuity  payments, in  general there  is no  tax on  the portion  of each
payment which represents the  same ratio that the  "investment in the  contract"
bears  to the total expected  value of the Annuity Payments  for the term of the
payments; however, the remainder  of each Annuity Payment  is taxable. Once  the
"investment  in the contract" has  been fully recovered, the  full amount of any
additional Annuity Payments is taxable. If Annuity Payments cease as a result of
an Annuitant's death before full recovery  of the "investment in the  contract,"
consult  a  competent tax  adviser  regarding deductibility  of  the unrecovered
amount.
 
   
    PENALTY TAX:   In  the case  of a  distribution pursuant  to a  Nonqualified
Contract,  or  a Qualified  Contract  other than  a  Qualified Contract  sold in
conjunction with a Code Section 457 Plan, there may be imposed a federal  income
tax penalty equal to 10% of the amount treated as taxable income.
    
 
   
    In  general, there  is no penalty  tax on distributions  from a Nonqualified
Contract: (1) made on or after the
    
 
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                                       15
<PAGE>
   
date on which the taxpayer attains age 59 1/2; (2) made as a result of the death
of the  Certificate  Holder;  (3)  attributable  to  the  taxpayer's  total  and
permanent  disability; (4) received in substantially equal periodic payments (at
least annually) over the life  or life expectancy of  the taxpayer or the  joint
lives or joint life expectancies of the taxpayer and a "designated beneficiary";
or (5) allocable to "investment in the contract" before August 14, 1982.
    
 
   
    If a distribution is made from a Qualified Contract sold in conjunction with
a  Section 401(a) Plan or Section 403(b) Plan, the penalty tax will not apply on
distributions made when  the participant  (a) attains  age 59  1/2, (b)  becomes
permanently  and totally disabled, (c) dies, (d) separates from service with the
plan sponsor at  or after  age 55,  (e) rolls  over the  distribution amount  to
another  plan of the same type in accordance  with the terms of the Code, or (f)
takes the  distributions  in substantially  equal  periodic payments  (at  least
annually)  over his or her  life or life expectancy or  the joint lives or joint
life  expectancies  of  the  participant  and  plan  beneficiary,  provided  the
participant  has separated from service with  the plan sponsor. In addition, the
penalty  tax  does  not  apply  for  the  amount  of  a  distribution  equal  to
unreimbursed  medical  expenses incurred  by  the participant  that  qualify for
deduction as specified in the Code. The  Code may impose other penalty taxes  in
other circumstances.
    
 
    In  general, the same  exceptions described in  the preceding paragraph will
apply to distributions made from an Individual Retirement Annuity. However,  the
exceptions  for separation from service under (d) above and unreimbursed medical
expenses will not apply.
 
    TAXATION OF DEATH  BENEFIT PROCEEDS:   Amounts may be  distributed from  the
Contract  because  of  the  death  of a  Certificate  Holder  or  the Annuitant.
Generally, such  amounts  are includible  in  the  income of  the  recipient  as
follows:  (1) if distributed in a lump sum, they are taxed in the same manner as
a full surrender  as described  above, or (2)  if distributed  under an  Annuity
Option,  they are  taxed in  the same manner  as Annuity  Payments, as described
above.
 
    TRANSFERS, ASSIGNMENTS  OR  EXCHANGES  OF  THE  CONTRACT:    A  transfer  of
ownership  of  a  Contract, the  designation  of  an Annuitant,  payee  or other
Beneficiary who  is not  also a  Certificate Holder,  the selection  of  certain
Annuity  Dates,  or  the  exchange  of a  Contract  may  result  in  certain tax
consequences. The  assignment, pledge,  or  agreement to  assign or  pledge  any
portion  of the Account Value  generally will be treated  as a distribution. The
assignment or transfer  of ownership of  a Qualified Contract  generally is  not
allowed.  Anyone  contemplating  any  such  designation,  transfer,  assignment,
selection, or exchange should  contact a competent tax  adviser with respect  to
the potential tax effects of such a transaction.
 
    MULTIPLE  CONTRACTS:  All  deferred nonqualified annuity  contracts that are
issued by the Company (or its affiliates) to the same owner during any  calendar
year  are treated as one annuity contract for purposes of determining the amount
includible in gross  income under Section  72(e) of the  Code. In addition,  the
Treasury Department has specific authority to issue regulations that prevent the
avoidance  of Section 72(e) through the  serial purchase of annuity contracts or
otherwise. Congress has  also indicated  that the Treasury  Department may  have
authority to treat the combination purchase of an immediate annuity contract and
separate  deferred  annuity contracts  as a  single  annuity contract  under its
general authority to prescribe rules as  may be necessary to enforce the  income
tax laws.
 
CONTRACTS USED WITH CERTAIN
RETIREMENT PLANS
 
   
    QUALIFIED  CONTRACTS IN GENERAL.  The Qualified Contract is designed for use
as an Individual  Retirement Annuity or  as a Contract  used in connection  with
certain  employer  sponsored  retirement  plans.  The  tax  rules  applicable to
participants and  beneficiaries  in  Qualified Contracts  are  complex.  Special
favorable  tax treatment may be available for certain types of contributions and
distributions. Adverse tax consequences may result from contributions in  excess
of  specified  limits; distributions  prior to  age 59  1/2 (subject  to certain
exceptions); distributions that  do not  conform to  specified commencement  and
minimum  distribution rules;  aggregate distributions  in excess  of a specified
annual amount; and in other specified circumstances.
    
 
    The Company makes no attempt to provide more than general information  about
use  of the Contracts  with the various types  of retirement plans. Participants
and beneficiaries under  Qualified Contracts  may be  subject to  the terms  and
conditions  of the  retirement plans  themselves, in  addition to  the terms and
conditions of the Contract issued in connection with such plans. Some retirement
plans  are  subject  to  distribution  and  other  requirements  that  are   not
incorporated in the provisions
 
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                                       16
<PAGE>
of the Contracts. Purchasers are responsible for determining that contributions,
distributions  and  other transactions  with  respect to  the  Contracts satisfy
applicable laws,  and  should  consult  their  legal  counsel  and  tax  adviser
regarding the suitability of the Contract.
 
   
    SECTION  457  PLANS.    Code  Section  457  provides  for  certain  deferred
compensation plans. These plans may be offered with respect to service for state
governments, local governments, political subdivisions, agencies,
instrumentalities and  certain  affiliates  of such  entities,  and  tax  exempt
organizations.  These plans are subject to various restrictions on contributions
and distributions. The  plans may  permit participants  to specify  the form  of
investment  for their deferred compensation account. In general, all investments
are owned  by the  sponsoring employer  and are  subject to  the claims  of  the
general  creditors of  the employer.  Depending on  the terms  of the particular
plan, the employer  may be  entitled to draw  on deferred  amounts for  purposes
unrelated  to its Section 457 plan obligations. In general, all amounts received
under a  Section 457  plan are  taxable and  reportable to  the IRS  as  taxable
income.  Also, all amounts except death  benefit proceeds are subject to federal
income tax withholding as wages. If  we make payments directly to a  participant
on  behalf of the employer  as owner, we will  withhold federal taxes (and state
taxes, if applicable).
    
 
    The Code imposes a  maximum limit on annual  Purchase Payments which may  be
excluded from the participant's gross income. Such limit is generally the lesser
of  $7,500 or 33 1/3% of the participant's includible compensation (25% of gross
compensation).
 
   
    SECTION 401(A)  PLANS.    Section  401(a)  permits  corporate  employers  to
establish  various types  of retirement plans  for employees,  and permits self-
employed  individuals  to  establish  various  types  of  retirement  plans  for
themselves  and  for  their employees.  These  retirement plans  may  permit the
purchase of  the Contract  to  accumulate retirement  savings under  the  plans.
Adverse  tax consequences to the plan, to  the participant or to both may result
if this  Contract  is assigned  or  transferred to  an  individual except  to  a
participant as a means to provide benefit payments.
    
 
   
    The  Code imposes a  maximum limit on  annual Purchase Payments  that may be
excluded from a participant's gross income. Such limit must be calculated  under
the  Plan by the employer in accordance with Section 415 of the Code. This limit
is generally the lesser of 25% of the participant's compensation or $30,000.  In
addition,  Purchase Payments will be excluded  from a participant's gross income
only if the Section 401(a) Plan meets certain nondiscrimination requirements.
    
 
   
    All distributions will be taxed as they are received unless the distribution
is rolled over to another plan of  the same type or to an individual  retirement
annuity/account  ("IRA") in accordance with the  Code, or unless the participant
has made  after-tax  contributions  to  the  plan,  which  are  not  taxed  upon
distribution.  The Code has specific rules that  apply, depending on the type of
distribution received, if after-tax contributions were made.
    
 
   
    In general, payments received by a beneficiary after the participant's death
are taxed in the same manner as if the participant had received those  payments,
except that a limited death benefit exclusion may apply.
    
 
   
    SECTION  403(B) PLANS.   Under Section 403(b),  contributions made by public
school systems or nonprofit healthcare organizations and other Section 501(c)(3)
tax exempt organizations to purchase  annuity contracts for their employees  are
generally excludable from the gross income of the employee.
    
 
    In  order to be  excludable from taxable  income, total annual contributions
made by the  participant and his  or her  employer cannot exceed  either of  two
limits  set by the  Code. The first  limit, under Section  415, is generally the
lesser of 25% of includible compensation or $30,000. The second limit, which  is
the exclusion allowance under Section 403(b), is usually calculated according to
a formula that takes into account the participant's length of employment and any
pretax  contributions to certain other retirement  plans. These two limits apply
to the participant's contributions as well  as to any contributions made by  the
employer  on  behalf  of the  participant.  There  is an  additional  limit that
specifically limits salary  reduction contributions  to generally  no more  than
$9,500  annually (subject to indexing); a  participant's own limit may be higher
or lower, depending on certain  conditions. In addition, Purchase Payments  will
be  excluded from a  participant's gross income  only if the  Plan meets certain
nondiscrimination requirements.
 
    Section 403(b)(11) restricts the distribution under Section 403(b) contracts
of: (1)  salary  reduction  contributions  made after  December  31,  1988;  (2)
earnings    on   those    contributions;   and   (3)    earnings   during   such
 
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                                       17
<PAGE>
period on amounts held  as of December 31,  1988. Distribution of those  amounts
may  only  occur  upon death  of  the  participant, attainment  of  age  59 1/2,
separation from service, total and permanent disability, or financial  hardship.
In  addition, income attributable  to salary reduction  contributions may not be
distributed in the case of hardship.
 
   
    INDIVIDUAL   RETIREMENT   ANNUITIES   AND   SIMPLIFIED   EMPLOYEE    PENSION
PLANS.  Section 408 of the Code permits eligible individuals to contribute to an
individual  retirement  program  known  as  an  Individual  Retirement  Annuity,
hereinafter referred  to as  an "IRA."  Also, distributions  from certain  other
types  of qualified plans may  be "rolled over" on  a tax-deferred basis into an
IRA. Employers  may  establish  Simplified  Employee  Pension  (SEP)  Plans  and
contribute  to an IRA owned by the  employee. Purchasers of a Qualified Contract
for use with IRAs will be provided with supplemental information required by the
Internal Revenue  Service. Purchasers  should seek  competent advice  as to  the
suitability of the Contract for use with IRAs.
    
 
WITHHOLDING
   
    Pension  and annuity distributions generally  are subject to withholding for
the recipient's federal income tax liability at rates that vary according to the
type of distribution and the recipient's tax status. Recipients may be  provided
the  opportunity to elect not to  have tax withheld from distributions; however,
certain distributions from Section 401(a) Plans and Section 403(b)  tax-deferred
annuities  are subject to mandatory 20%  federal income tax withholding. We will
report to the IRS the taxable portion of all distributions.
    
 
                                 MISCELLANEOUS
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- --------------------------------------------------------------------------------
 
DISTRIBUTION
 
   
    Aetna Life  Insurance  and  Annuity  Company ("ALIAC")  will  serve  as  the
Underwriter for the securities sold by this Prospectus. ALIAC is registered as a
broker-dealer  with  the Securities  and Exchange  Commission  ("SEC") and  is a
member of  the National  Association of  Securities Dealers,  Inc. ("NASD").  As
Underwriter,  ALIAC will contract with one or more registered broker-dealers, or
with banks that may  be acting as  broker-dealers without separate  registration
under  the  Securities Exchange  Act of  1934 pursuant  to legal  and regulatory
exceptions ("Distributors"), to offer  and sell the  Contracts. The Company  and
one  or  more  of its  affiliates  may  also sell  the  Contracts  directly. All
individuals offering  and  selling  the  Contracts  must  either  be  registered
representatives  of  a  broker-dealer,  or  employees  of  a  bank  exempt  from
registration under  the  Securities Exchange  Act  of  1934, and  must  also  be
licensed as insurance agents to sell variable annuity contracts.
    
 
    Nicholas-Applegate  Capital  Management  and  Nicholas-Applegate  Securities
(together referred to as "Nicholas-Applegate") will be compensated for providing
certain  services  to   the  Registered   Representatives,  wholesalers   and/or
Distributors  and their Representatives, which may include obtaining information
to appoint individuals as agents, training, design and preparation of  marketing
materials,    and   servicing   an   "800   number"   customer   service   desk.
Nicholas-Applegate will also facilitate ALIAC's recruitment of Distributors  and
will assist in the development of new Contract features. Nicholas-Applegate will
not  be compensated  in any  manner for  solicitations made  or other activities
relating to the sale of Contracts directly to investors, including customers  of
Distributors or ALIAC or its affiliates. The Company will pay Nicholas-Applegate
a  fee for these services, some  of which may be based  on a percentage of gross
premiums, and some of which may be based on total Contract assets.
 
   
    PAYMENT OF COMMISSIONS.  Commissions will  be paid to Distributors who  sell
the  Contracts. Distributors will be paid  commissions up to an amount currently
equal  to  7.5%  of  Purchase  Payments.  Pursuant  to  agreements  between  the
Underwriter  and the Distributor, commissions may be  paid as a combination of a
certain percentage amount at the  time of sale and a  trail commission of up  to
1.10%  of assets  due to Purchase  Payments (which, when  combined, could exceed
7.5% of Purchase Payments).
    
 
    Other than  the mortality  and expense  risk charge  and the  administrative
charge,  all expenses  incurred in  the operations  of the  Separate Account are
borne by the Company.
 
- --------------------------------------------------------------------------------
                                       18
<PAGE>
DELAY OR SUSPENSION OF PAYMENTS
 
    The Company reserves the  right to suspend or  postpone the date of  payment
for  any benefit or values (a) on any Valuation Date on which the New York Stock
Exchange ("Exchange")  is  closed  (other than  customary  weekend  and  holiday
closings)  or when trading on the Exchange  is restricted; (b) when an emergency
exists, as determined by  the SEC, so  that disposal of  securities held in  the
Subaccounts  is not reasonably practicable or  is not reasonably practicable for
the value of the Subaccount's  assets; or (c) during  such other periods as  the
SEC  may by order permit  for the protection of  investors. The conditions under
which restricted trading or an emergency exists shall be determined by the rules
and regulations of the SEC.
 
PERFORMANCE REPORTING
 
    From time to time, the Company  may advertise different types of  historical
performance  for  the  Subaccounts  of the  Separate  Account.  The  Company may
advertise the "standardized  average annual total  returns" of the  Subaccounts,
calculated  in a manner prescribed by the  SEC, as well as the "non-standardized
returns." "Standardized average annual total returns" are computed according  to
a  formula  in which  a  hypothetical investment  of  $1,000 is  applied  to the
Subaccount and then related to the ending redeemable values over the most recent
one, five and  ten-year periods (or  since inception, if  less than ten  years).
Standardized  returns will reflect the reduction of all recurring charges during
each period (e.g., mortality and expense risk charges, annual maintenance  fees,
administrative    charge   and   any    applicable   deferred   sales   charge).
"Non-standardized returns" will be calculated  in a similar manner, except  that
non-standardized  figures  will  not  reflect the  deduction  of  any applicable
deferred sales charge (which  would decrease the level  of performance shown  if
reflected  in these calculations). The non-standardized figures may also include
monthly, quarterly, year-to-date and three-year periods.
 
    The  Company  may  also  advertise   certain  ratings,  rankings  or   other
information  related  to  the Company,  the  Subaccounts or  the  Funds. Further
details regarding performance  reporting and  advertising are  described in  the
Statement of Additional Information.
 
VOTING RIGHTS
 
    Each  Contract Holder may direct us in the voting of shares at shareholders'
meetings of the appropriate Funds(s). The number of votes to which each Contract
Holder may give direction will be determined  as of the record date. The  number
of votes each Contract Holder is entitled to direct with respect to a particular
Fund  during the Accumulation Period equals the portion of the Account Values(s)
of the Contract attributable to that Fund, divided by the net asset value of one
share of that Fund. During the Annuity  Period, the number of votes is equal  to
the valuation reserve for the portion of the Contract attributable to that Fund,
divided  by the net  asset value of one  share of that  Fund. In determining the
number of votes,  fractional votes will  be recognized. Where  the value of  the
Contract  or valuation reserve relates to more than one Fund, the calculation of
votes will be performed separately for each Fund.
 
    If you are a  Certificate Holder under  a group Contract,  you have a  fully
vested  (100%)  interest in  the benefits  provided to  you under  your Account.
Therefore, you may instruct the group Contract Holder how to direct the  Company
to cast the votes for the portion or the value of valuation reserve attributable
to  your Account.  Votes attributable  to those  Certificate Holders  who do not
instruct the group  Contract Holder  will be  cast by  the Company  in the  same
proportion  as  votes for  which instructions  have been  received by  the group
Contract Holder. Votes attributable to individual or group Contract Holders  who
do  not direct us will be  cast by us in the  same proportion as votes for which
directions we have received.
 
    You will receive a notice of each meeting of shareholders, together with any
proxy  solicitation  materials,  and  a   statement  of  the  number  of   votes
attributable to your Account.
 
MODIFICATION OF THE CONTRACT
 
    The  Company may change the Contract as required by federal or state law. In
addition, the Company may, upon 30  days written notice to the Contract  Holder,
make  other changes to group Contracts that  would apply only to individuals who
become Certificate Holders under that Contract after the effective date of  such
changes.  If the Contract Holder does not  agree to a change, no new Certificate
Holders will be  covered under the  Contract. Certain changes  will require  the
approval of appropriate state or federal regulatory authorities.
 
TRANSFERS OF OWNERSHIP; ASSIGNMENT
 
   
    Assignments  or transfers of ownership of a Qualified Contract generally are
not allowed  except as  permitted under  the Code,  incident to  a divorce.  The
prohibition
    
 
- --------------------------------------------------------------------------------
                                       19
<PAGE>
   
does  not apply to a  Qualified Contract sold in  conjunction with (1) a Section
457 deferred compensation plan, or (2) a Section 401(a) plan where the  Contract
is owned by a trustee. We will accept assignments or transfers of ownership of a
Nonqualified  Contract or a Qualified Contract where assignments or transfers of
ownership are not  prohibited, with proper  notification. The date  of any  such
transfer will be the date we receive the notification at our Home Office. (Refer
to  "Tax  Status"  for general  tax  information.)  If you  are  contemplating a
transfer of ownership or assignment you should consult a tax adviser due to  the
potential for tax liability.
    
 
    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 Certificate Holder and the
interest of the Annuitant and any Beneficiary  will be subject to the rights  of
any assignee of record.
 
INVOLUNTARY TERMINATIONS
 
    We reserve the right to terminate any Account with a value of $2,500 or less
immediately  following a  partial withdrawal. However,  an Individual Retirement
Annuity may only be closed out when Purchase Payments have not been received for
a 24-month period and the paid-up annuity benefit at maturity would be less than
$20 per month. If  such right is  exercised, you will be  given 90 days  advance
written  notice.  No  deferred sales  charge  will be  deducted  for involuntary
terminations. The Company does not intend to exercise this right in cases  where
the  Account  Value  is reduced  to  $2,500  or less  solely  due  to investment
performance.
 
LEGAL MATTERS AND PROCEEDINGS
 
    The Company knows  of no  material legal  proceedings pending  to which  the
Separate  Account or the Company is a party or which would materially affect the
Separate Account. 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
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
The  Statement of Additional  Information contains more  specific information on
the Separate Account and  the Contract, as well  as the financial statements  of
the  Separate Account and the Company. A list  of the contents of the SAI is set
forth below:
 
<TABLE>
<S>                                                                                  <C>
General Information and History
Variable Annuity Account I
Offering and Purchase of Contracts
Performance Data
  General
  Average Annual Total Return Quotations
Annuity Payments
Sales Material and Advertising
Independent Auditors
Financial Statements of the Separate Account
Financial Statements of the Company
</TABLE>
 
- --------------------------------------------------------------------------------
                                       20
<PAGE>
   
                                    APPENDIX
                            AICA GUARANTEED ACCOUNT
    
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
THE AICA GUARANTEED ACCOUNT  (THE "GUARANTEED ACCOUNT")  IS A CREDITED  INTEREST
OPTION  AVAILABLE  DURING  THE  ACCUMULATION PERIOD  UNDER  THE  CONTRACTS. THIS
APPENDIX IS A SUMMARY OF THE GUARANTEED  ACCOUNT AND IS NOT INTENDED TO  REPLACE
THE  GUARANTEED ACCOUNT PROSPECTUS. YOU  SHOULD READ THE ACCOMPANYING GUARANTEED
ACCOUNT PROSPECTUS CAREFULLY BEFORE INVESTING.
 
    The Guaranteed Account is a credited  interest option in which we  guarantee
stipulated  rates of interest for stated periods  of time on amounts directed to
the Guaranteed Account.  A guaranteed rate  is credited for  the full term.  The
interest  rate stipulated is an  annual effective yield; that  is, it reflects a
full year's interest. Interest is credited daily at a rate that will provide the
guaranteed annual effective yield for  one year. Guaranteed interest rates  will
never be less than an annual effective rate of 3%.
 
    During  a deposit  period, amounts  may be applied  to any  of the available
guaranteed terms. Purchase Payments received  after the initial payment will  be
allocated  in the same proportions as the  last allocation, if no new allocation
instructions are  received with  the Purchase  Payment. If  the same  guaranteed
term(s)  are not available, the  next shortest term will  be used. If no shorter
guaranteed term is available, the next longer guaranteed term will be used.
 
   
    Except for transfers from  the one-year Guaranteed  Term in connection  with
the  Dollar Cost Averaging  Program and withdrawals taken  in connection with an
Estate Conservation or Systematic Withdrawal distribution option, withdrawals or
transfers from  a guaranteed  term before  the guaranteed  term matures  may  be
subject  to a market value adjustment ("MVA"). An MVA reflects the change in the
value of the  investment due  to changes  in interest  rates since  the date  of
deposit.  When interest rates increase  after the date of  deposit, the value of
the investment decreases,  and the  MVA is negative.  Conversely, when  interest
rates decrease after the date of deposit, the value of the investment increases,
and  the MVA is positive. It is possible that a negative MVA could result in the
Certificate Holder receiving an amount which  is less than the amount paid  into
the Guaranteed Account
    
 
    For  partial  withdrawals  during  the Accumulation  Period,  amounts  to be
withdrawn from the Guaranteed Account will be withdrawn on a pro rata basis from
each group of deposits having  the same length of  time until the Maturity  Date
("Guaranteed  Term Group"). Within  a Guaranteed Term Group,  the amount will be
withdrawn first from the oldest Deposit  Period, then from the next oldest,  and
so on until the amount requested is satisfied.
 
    As  a  Guaranteed Term  matures,  assets accumulating  under  the Guaranteed
Account may be  (a) transferred  to a new  Guaranteed Term,  (b) transferred  to
other  available investment options, or (c)  withdrawn. Amounts withdrawn may be
subject to a deferred sales charge. If  no direction is received by the  Company
at  its Home Office by  the maturity date of a  guaranteed term, the amount from
the maturing guaranteed term will be  transferred to the current deposit  period
for  a similar length guaranteed term. If  the same guaranteed term is no longer
available the next  shortest guaranteed  term available in  the current  deposit
period will be used. If no shorter guaranteed term is available, the next longer
guaranteed term will be used.
 
    If  you  do not  provide  instructions concerning  the  maturity value  of a
maturing guaranteed term,  the maturity value  transfer provision applies.  This
provision allows you to transfer without an MVA to available guaranteed terms of
the  current  deposit  period  or  to  other  available  investment  options, or
surrender without an MVA (if applicable, a deferred sales charge is assessed  on
the  surrendered amount).  The provision is  available only  during the calendar
month immediately following a guaranteed term maturity date and only applies  to
the first transaction regardless of the amount involved in the transaction.
 
MORTALITY AND EXPENSE RISK CHARGES
 
    We  make no  deductions from  the credited  interest rate  for mortality and
expense risks; these risks are considered in determining the credited rate.
 
- --------------------------------------------------------------------------------
                                       21
<PAGE>
TRANSFERS
 
   
    Amounts applied to  a guaranteed  term during a  deposit period  may not  be
transferred  to any  other funding option  or to another  guaranteed term during
that deposit period or for 90 days after the close of that deposit period.  This
does  not apply  to (1) amounts  transferred on  the Maturity Date  or under the
maturity value transfer provision; (2)  amounts transferred from the  Guaranteed
Account  before the Maturity Date due to  the election of an Annuity Option, (3)
amounts transferred from  the one-year  Guaranteed Term in  connection with  the
Dollar  Cost Averaging  Program; and  (4) amounts  distributed under  the Estate
Conservation or Systematic Withdrawal  distribution. Transfers after the  90-day
period  are  permitted  from  guaranteed  term(s)  to  other  guaranteed term(s)
available during  a deposit  period or  to other  available investment  options.
Except  for  transactions described  in items  (1), (3)  and (4)  above, amounts
withdrawn or transferred from the Guaranteed Account prior to the maturity  date
will be subject to a Market Value Adjustment. However, a only positive aggregate
MVA  will be  applied to transfers  made due  to annuitization under  one of the
lifetime Annuity Options described in item (2) above.
    
 
    The Certificate  Holder may  select  a maximum  of 18  different  investment
options  during  the Accumulation  Period.  Under the  Guaranteed  Account, each
guaranteed term is counted as one funding option. If a guaranteed term  matures,
and  is renewed for the same term, it will not count as an additional investment
option.
 
    Transfers of the Guaranteed Account values  on or within one calendar  month
of  a term's maturity  date are not counted  as one of the  12 free transfers of
accumulated values in the Account.
 
    By notifying us at least 30 days prior to the Annuity Date, you may elect  a
variable  annuity  and  have  amounts  that  have  been  accumulating  under the
Guaranteed Account  transferred to  one  or more  of the  Subaccounts  available
during  the  Annuity  Period.  The  Guaranteed  Account  cannot  be  used  as an
investment option during the Annuity Period. Transfers made due to the  election
of a lifetime Annuity Option will be subject to only a positive aggregate MVA.
 
DEATH BENEFIT
 
    Full  and partial withdrawals and transfers made from the Guaranteed Account
within six months after the  date of the Annuitant's  death will be the  greater
of:
 
(1) the aggregate MVA amount (i.e., the sum of all market value adjusted amounts
    calculated due to a withdrawal of amounts) which may be greater or less than
    the Account Value of those amounts; or
 
(2)  the applicable portion of the  Account Value attributable to the Guaranteed
    Account.
 
    After the  six-month  period,  the  surrender or  transfer  amount  will  be
adjusted  for the aggregate  MVA amount, which  may be greater  or less than the
Account Value of those amounts.
 
- --------------------------------------------------------------------------------
                                       22
<PAGE>

                           VARIABLE ANNUITY ACCOUNT I
                                       OF
                       AETNA INSURANCE COMPANY OF AMERICA


   
              STATEMENT OF ADDITIONAL INFORMATION DATED MAY 1, 1996

                               The New Retirement
                        Nicholas-Applegate/Aetna Annuity

This Statement of Additional Information is not a prospectus and should be read
in conjunction with the current prospectus for Variable Annuity Account I (the
"Separate Account") dated May 1, 1996.
    

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


                       Aetna Insurance Company of America
                                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 I . . . . . . . . . . . . . . . . . .     1
Offering and Purchase of Contracts . . . . . . . . . . . . . .     2
Performance Data . . . . . . . . . . . . . . . . . . . . . . .     2
   General . . . . . . . . . . . . . . . . . . . . . . . . . .     2
   Average Annual Total Return Quotations. . . . . . . . . . .     3
Annuity Payments . . . . . . . . . . . . . . . . . . . . . . .     3
Sales Material and Advertising . . . . . . . . . . . . . . . .     4
Independent Auditors . . . . . . . . . . . . . . . . . . . . .     5
Financial Statements of the Separate Account . . . . . . . . .   S-1
Financial Statements of the Company. . . . . . . . . . . . . .   F-1

<PAGE>

                         GENERAL INFORMATION AND HISTORY

   
Aetna Insurance Company of America (the "Company") is a stock life insurance
company which was organized under the insurance laws of the State of Connecticut
in 1990.  The Company is a wholly owned subsidiary of Aetna Life Insurance and
Annuity Company ("ALIAC"), an indirect wholly owned subsidiary of Aetna Life and
Casualty Company. AICA's Home Office is located at 151 Farmington Avenue,
Hartford, Connecticut 06156.
    

ALIAC, a registered broker-dealer under the Securities Exchange Act of 1934,
serves as the principal underwriter for Account I.  ALIAC is also a registered
investment adviser under the Investment Advisers Act of 1940.

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

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

                           VARIABLE ANNUITY ACCOUNT I
   
Variable Annuity Account I (the "Separate Account") is a separate account
established by the Company for the purpose of funding variable annuity contracts
issued by the Company.  The Separate Account is registered with the Securities
and Exchange Commission as a unit investment trust under the Investment Company
Act of 1940, as amended.  The assets of each of the Subaccounts 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 Subaccounts.  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.  Not all Funds are available
in all jurisdictions or under all Contracts.  The Funds currently available
under the Contract are as follows:
    
                      Nicholas-Applegate Core Growth Series
                  Nicholas-Applegate Diversified Income Series
                    Nicholas-Applegate Emerging Growth Series
              Nicholas-Applegate International Fixed Income Series
                 Nicholas-Applegate International Growth Series
                         Nicholas-Applegate Value Series
                           Aetna Variable Encore Fund


                                        1

<PAGE>

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

                       OFFERING AND PURCHASE OF CONTRACTS

   
The Company is the depositor and ALIAC is the principal underwriter for the
securities sold by the prospectus.  ALIAC offers the Contracts through life
insurance agents licensed to sell variable annuities who are Registered
Representatives as defined in the prospectus.  The offering of the Contracts is
continuous.  A description of the manner in which Contracts are purchased may be
found in the prospectus under the sections titled "Purchase" and "Contract
Valuation."
    

                                PERFORMANCE DATA

GENERAL

From time to time, the Company may advertise different types of historical
performance for the Subaccounts of the Separate Account available under the
Contracts.  The Company may advertise the "standardized average annual total
returns," calculated in a manner prescribed by the Securities and Exchange
Commission (the "standardized return"), as well as "non-standardized returns,"
both of which are described below.

The standardized and non-standardized total return figures are computed
according to a formula in which a hypothetical initial Purchase Payment of
$1,000 is applied to the various Subaccounts under the Contract, and then
related to the ending redeemable values over one, five and ten year periods (or
fractional periods thereof).  The standardized figures reflect the deduction of
all recurring charges during each period (e.g., mortality and expense risk
charges, maintenance fees, administrative charges, and deferred sales charges).
These charges will be deducted on a pro rata basis in the case of fractional
periods.  The maintenance fee is converted to a percentage of assets based on
the estimated average account size under the Contracts described in the
Prospectus.

The non-standardized figures will be calculated in a similar manner, except that
they will not reflect the deduction of any applicable deferred sales charge
(which would decrease the level of performance shown if reflected in these
calculations).  The non-standardized figures may also include monthly,
quarterly, year-to-date and three-year periods.

If a Fund was in existence prior to the date it became available under the
Contract, standardized and non-standardized total returns may include periods
prior to such date.  These figures are calculated by adjusting the actual
returns of the Fund to reflect the charges that would have been assessed under
the Contract had that Fund been available under the Contract during that period.

Investment results of the Subaccounts will fluctuate over time, and any
presentation of the Subaccounts' total return quotations for any prior period
should not be considered as a representation of how the Subaccounts will perform
in any future period.  Additionally, the Account Value upon redemption may be
more or less than your original cost.


                                        2

<PAGE>

   AVERAGE ANNUAL TOTAL RETURN QUOTATIONS - STANDARDIZED AND NON-STANDARDIZED

   
The table shown below reflects the average annual standardized and non-
standardized total return quotation figures for the periods ended December 31,
1995 for the Subaccounts available under the Contract.  As the Nicholas-
Applegate Series currently has no performance history, the table below shows
Average Annual Return Quotations for the Aetna Variable Encore Fund Subaccount
only.
    



   
<TABLE>
<CAPTION>
                                                                                                                    FUND
($30 MAINTENANCE FEE)                         STANDARDIZED                        NON-STANDARDIZED               INCEPTION
                                                                                                                    DATE
<S>                                 <C>         <C>        <C>        <C>         <C>       <C>       <C>        <C>
- -----------------------------------------------------------------------------------------------------------------------------
         SUBACCOUNT                 1  Year     5 Years    10 Years   1 Year      3 Years   5 Years   10 Years
- -----------------------------------------------------------------------------------------------------------------------------
Aetna Variable Encore Fund           (1.77%)     2.71%      4.72%      4.51%       2.92%     3.18%     4.72%      09/01/75
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
    


   
Please refer to the discussion preceding the Tables for an explanation of the
charges included in the Standardized and Non-Standardized figures.  These
figures represent historical performance and should not be considered a
projection of future performance.
    


                                ANNUITY PAYMENTS

   
When Annuity payments are to begin, the value of the Account is determined using
Accumulation Unit values as of the tenth Valuation Date before the first Annuity
payment is due. Such value (less any applicable premium tax) is applied to
provide an Annuity in accordance with the Annuity and investment options
elected.
    

The Annuity option tables found in the Contract show, for each form of Annuity,
the amount of the first Annuity payment for each $1,000 of value applied.
Thereafter, variable Annuity payments fluctuate as the Annuity Unit value(s)
fluctuates with the investment experience of the selected investment option(s).
The first payment and subsequent payments also vary depending on the assumed net
investment rate selected (3.5% or 5% per annum). Selection of a 5% rate causes a
higher first payment, but Annuity payments will increase thereafter only to the
extent that the net investment rate increases by more than 5% on an annual
basis. Annuity payments would decline if the rate failed to increase by 5%. Use
of the 3.5% assumed rate causes a lower first payment, but subsequent payments
would increase more rapidly or decline more slowly as changes occur in the net
investment rate.

   
When the Annuity Period begins, the Annuitant is credited with a fixed number of
Annuity Units (which does not change thereafter) in each of the designated
investment options.  This number is calculated by dividing (a) by (b), where (a)
is the amount of the first Annuity payment based on a particular investment
option, and (b) is the then current Annuity Unit value for that investment
option. As noted, Annuity Unit values fluctuate from one Valuation Date to the
next; such fluctuations reflect changes in the net investment factor for the
appropriate Subaccount(s) (with a ten Valuation Date lag which gives the Company
time to process Annuity payments) and a mathematical adjustment which offsets
the assumed net investment rate of 3.5% or 5% per annum.
    

The operation of all these factors can be illustrated by the following
hypothetical example. These procedures will be performed separately for  the
investment options selected during the Annuity Period.


                                        3

<PAGE>

EXAMPLE:
   
Assume that, at the date Annuity payments are to begin, there are 3,000
Accumulation Units credited under a particular Account and that the value of an
Accumulation Unit for the tenth Valuation Date prior to retirement was
$13.650000. This produces a total value of $40,950.
    

Assume also that no premium tax is payable and that the Annuity table in the
Contract provides, for the option elected, a first monthly variable Annuity
payment of $6.68 per $1000 of value applied; the Annuitant's first monthly
payment would thus be 40.950 multiplied by $6.68, or $273.55.

   
Assume then that the value of an Annuity Unit for the Valuation Date on which
the first payment was due was $13.400000. When this value is divided into the
first monthly payment, the number of Annuity Units is determined to be 20.414.
The value of this number of Annuity Units will be paid in each subsequent month.
    

   
If the net investment factor with respect to the appropriate Subaccount is
1.0015000 as of the tenth Valuation Date preceding the due date of the second
monthly payment, multiplying this factor by .9999058* (to neutralize the assumed
net investment rate of 3.5% per annum built into the number of Annuity Units
determined above) produces a result of 1.0014057. This is then multiplied by the
Annuity Unit value for the prior Valuation Date (assume such value to be
$13.504376) to produce an Annuity Unit value of $13.523359 for the Valuation
Date on which the second payment is due.
    

The second monthly payment is then determined by multiplying the number of
Annuity Units by the current Annuity Unit value, or 20.414 times $13.523359,
which produces a payment of $276.07.

*If an assumed net investment rate of 5% is elected, the appropriate factor to
neutralize such assumed rate would be .9998663.

                         SALES MATERIAL AND ADVERTISING

The Company may include hypothetical illustrations in its sales literature that
explain the mathematical principles of dollar cost averaging, compounded
interest, tax deferred accumulation, and the mechanics of variable annuity
contracts.  The Company may also discuss the difference between variable annuity
contracts and other types of savings or investment products, including, but not
limited to, personal savings accounts and certificates of deposit.

   
We may distribute sales literature that compares the percentage change in
Accumulation Unit values for any of the Subaccounts to established market
indices such as the Standard & Poor's 500 Stock Index and the Dow Jones
Industrial Average or to the percentage change in values of other management
investment companies that have investment objectives similar to the Subaccount
being compared.
    

We may publish in advertisements and reports, the ratings and other information
assigned to us by one or more independent rating organizations such as A.M. Best
Company, Duff & Phelps, Standard & Poor's Corporation and Moody's Investors
Services, Inc.  The purpose of the ratings is to reflect our financial strength
and/or claims-paying ability.  We may also quote ranking services such as
Morningstar's Variable Annuity/Life Performance Report and Lipper's Variable
Insurance Products Performance Analysis Service (VIPPAS), which rank variable
annuity or life Subaccounts or their underlying funds by performance and/or
investment objective.  From time to time, we will quote articles


                                        4

<PAGE>

from newspapers and magazines or other publications or reports, including, but
not limited to The Wall Street Journal, Money magazine, USA Today and The VARDS
Report.

   
The Company may provide in advertising, sales literature, periodic publications
or other materials information on various topics of interest to current and
prospective Certificate Holders.  These topics may include the relationship
between sectors of the economy and the economy as a whole and its effect on
various securities markets, investment strategies and techniques (such as value
investing, market timing, dollar cost averaging, asset allocation, constant
ratio transfer and account rebalancing), the advantages and disadvantages of
investing in tax-deferred and taxable investments, customer profiles and
hypothetical purchase and investment scenarios, financial management and tax and
retirement planning, and investment alternatives to certificates of deposit and
other financial instruments, including comparison between the Contracts and the
characteristics of and market for such financial instruments.
    

                              INDEPENDENT AUDITORS

KPMG Peat Marwick LLP, CityPlace II, Hartford, Connecticut  06103-4103, are the
independent auditors for the Separate Account and for the Company.  The services
provided to the Separate Account include primarily the examination of the
Separate Account's financial statements and the review of filings made with the
SEC.


                                        5

<PAGE>

                              FINANCIAL STATEMENTS


                           VARIABLE ANNUITY ACCOUNT I

                                      INDEX


Independent Auditors' Report . . . . . . . . . . . . . . . . . . . . .  S-2
Statement of Assets and Liabilities. . . . . . . . . . . . . . . . . .  S-3
Statement of Operations. . . . . . . . . . . . . . . . . . . . . . . .  S-4
Statement of Changes in Net Assets. . . . . . . . . . . . . . . . . .   S-5
Notes to Financial Statements  . . . . . . . . . . . . . . . . . . . .  S-6
Condensed Financial Information  . . . . . . . . . . . . . . . . . . .  S-8


                                       S-1
<PAGE>

                             INDEPENDENT AUDITORS' REPORT


The Board of Directors of Aetna Insurance Company of America and
       Contract Owners of Variable Annuity Account I:


We have audited the accompanying statement of assets and liabilities of Aetna
Insurance Company of America Variable Annuity Account I (the "Account") as of
December 31, 1995, the related statements of operations, changes in
net assets and condensed financial information for the period from June 28, 1995
(commencement of operations) to December 31, 1995. 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 Insurance Company of America Variable Annuity Account I as
of December 31, 1995, the results of its operations, changes in its net assets
and condensed financial information for the period from June 28, 1995
(commencement of operations) to December 31, 1995 in conformity with generally
accepted accounting principles.


                                                           KPMG Peat Marwick LLP

Hartford, Connecticut
February 16, 1996


                                         S-2

<PAGE>


VARIABLE ANNUITY ACCOUNT I

STATEMENT OF ASSETS AND LIABILITIES - December 31, 1995

<TABLE>
<CAPTION>
<S>                                                                                               <C>
ASSETS:
Investments, at net asset value: (Note 1)
 Alger American Fund - Alger American Growth Portfolio; 1,178 shares at $31.16
   per share (cost $37,014). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        $36,711
 Alger American Fund - Alger American Small Capitalization Portfolio; 908 shares at $39.41
   per share (cost $36,820). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         35,778
 Insurance Management Series:
   Corporate Bond Fund; 326,565 shares at $9.79 per share (cost $3,149,232). . . . . . . . . .      3,197,071
   Equity Growth and Income Fund; 1,283,918 shares at $12.80 per share (cost $15,562,208). . .     16,434,144
   Growth Stock Fund; 18,192 shares at $10.30 per share (cost $183,184). . . . . . . . . . . .        187,382
   International Stock Fund; 297,202 shares at $10.35 per share (cost $2,998,905). . . . . . .      3,076,039
   Prime Money Fund; 4,106,739 shares at $1.00 per share (cost $4,106,739) . . . . . . . . . .      4,106,739
   U.S. Government Bond Fund; 154,253 shares at $10.29 per share (cost $1,554,283) . . . . . .      1,587,267
   Utility Fund; 459,803 shares at $11.03 per share (cost $4,739,101). . . . . . . . . . . . .      5,071,628
 Lexington Emerging Markets Fund; 2,650 shares at $9.38 per share (cost $24,122) . . . . . . .         24,857
                                                                                                  ------------
NET ASSETS. . . . . . . . . . . . .  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    $33,757,616
                                                                                                  ------------
                                                                                                  ------------

</TABLE>

Net assets represented by:

<TABLE>
<CAPTION>
                                                                                     ACCUMULATION
                                                                                         UNIT
                                                                       UNITS             VALUE
                                                                       -----             -----
<S>                                                                <C>                <C>         <C>
Reserves for annuity contracts in accumulation period:
ALGER AMERICAN FUND - ALGER AMERICAN GROWTH PORTFOLIO:
AICA I . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       3,750.0        $  9.790        $36,711
ALGER AMERICAN FUND - ALGER AMERICAN SMALL
 CAPITALIZATION PORTFOLIO:
AICA I . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       3,750.0           9.541         35,778
INSURANCE MANAGEMENT SERIES:
 CORPORATE BOND FUND:
AICA I . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     302,293.1          10.576      3,197,071
 EQUITY GROWTH AND INCOME FUND:
AICA I . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1,444,344.1          11.378     16,434,144
 GROWTH STOCK FUND:
AICA I . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      18,233.2          10.277        187,382
 INTERNATIONAL STOCK FUND:
AICA I . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     300,714.2          10.229      3,076,039
 PRIME MONEY FUND:
AICA I . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     403,430.4          10.180      4,106,739
 U.S. GOVERNMENT BOND FUND:
AICA I . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     150,859.6          10.521      1,587,267
 UTILITY FUND:
AICA I . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     451,294.0          11.238      5,071,628
LEXINGTON EMERGING MARKETS FUND:
AICA I . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       2,550.0           9.748         24,857
                                                                                                  ------------
                                                                                                  $33,757,616
                                                                                                  ------------
                                                                                                  ------------

</TABLE>

See Notes to Financial Statements.


                                         S-3

<PAGE>


VARIABLE ANNUITY ACCOUNT I

STATEMENT OF OPERATIONS - Period from June 28, 1995 to  December 31, 1995

<TABLE>
<CAPTION>

<S>                                                                                  <C>             <C>
INVESTMENT INCOME:
Dividends: (Notes 1 and 3)
  Insurance Management Series - Corporate Bond Fund                                                     $82,004
  Insurance Management Series - Equity Growth and Income Fund                                            97,734
  Insurance Management Series - Prime Money Fund                                                         73,433
  Insurance Management Series - U.S. Government Bond Fund                                                30,057
  Insurance Management Series - Utility Fund                                                             60,615
  Lexington Emerging Markets Fund                                                                           242
                                                                                                    -----------
   Total investment income ........................................................                     344,085
Valuation period deductions (Note 2)...............................................                    (129,615)
                                                                                                    -----------
Net investment income..............................................................                     214,470
                                                                                                    -----------
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
Net realized gain on sales of investments: (Notes 1 and 4)
  Proceeds from sales .............................................................  $1,768,297
  Cost of investments sold ........................................................   1,764,665
                                                                                     ----------
   Net realized gain ..............................................................                       3,632
Net unrealized gain on investments:
  Beginning of period .............................................................           0
  End of period ...................................................................   1,366,008
                                                                                     ----------
   Net unrealized gain ............................................................                   1,366,008
                                                                                                    -----------
Net realized and unrealized gain on investments ...................................                   1,369,640
                                                                                                    -----------
Net increase in net assets resulting from operations ..............................                  $1,584,110
                                                                                                    -----------
                                                                                                    -----------

</TABLE>

See Notes to Financial Statements.


                                         S-4
<PAGE>


VARIABLE ANNUITY ACCOUNT I

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>

                                                                PERIOD FROM
                                                             JUNE 28, 1995 TO
                                                             DECEMBER 31, 1995
                                                             -----------------

<S>                                                                <C>
FROM OPERATIONS:
Net investment income. . . . . . . . . . . . . . . . . .              $214,470
Net realized and unrealized gain on investments. . . . .             1,369,640
                                                                   -----------
  Net increase in net assets resulting from operations .             1,584,110
                                                                   -----------
FROM UNIT TRANSACTIONS:
Variable annuity contract purchase payments. . . . . . .            29,890,036
Transfers to the Company's fixed account options . . . .             2,369,036
Redemptions by contract holders. . . . . . . . . . . . .              (100,005)
Other  . . . . . . . . . . . . . . . . . . . . . . . . .                14,439
                                                                   -----------
  Net increase in net assets from unit transactions. . .            32,173,506
                                                                   -----------
Change in net assets . . . . . . . . . . . . . . . . . .            33,757,616
NET ASSETS:
Beginning of period  . . . . . . . . . . . . . . . . . .                     0
                                                                   -----------
End of period. . . . . . . . . . . . . . . . . . . . . .           $33,757,616
                                                                   -----------
                                                                   -----------

</TABLE>

See Notes to Financial Statements.


                                         S-5

<PAGE>
                                                                        Page 1


NOTES TO FINANCIAL STATEMENTS - December 31, 1995

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    Variable Annuity Account I ("Account") is a separate account established by
    Aetna Insurance Company of America ("Company") and is registered under the
    Investment Company Act of 1940 as a unit investment trust.  The Account is
    sold exclusively for use with annuity contracts that may be entitled to
    tax-deferred treatment under specific sections of the Internal Revenue Code
    of 1986, as amended.  The account commenced operations on June 28, 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:

     Alger American Funds:
     Alger American Growth Portfolio
     Alger American Small Capitalization Portfolio
     Insurance Management Series:
     Corporate Bond Fund
     Equity Growth and Income Fund
     Growth Fund
     International Stock Fund
     Prime Money Fund
     U.S. Government Bond Fund
     Utility Fund
     Lexington Emerging Markets 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 the 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 and 83GAM tables using various
    assumed interest rates.  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.


                                     S-6

<PAGE>
                                                                        Page 2


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

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.

3.  DIVIDEND INCOME

    On an annual basis, the Funds distribute substantially all of their
    taxable income and 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 period from June 28, 1995 to December 31,
    1995 aggregated $34,156,273 and $1,768,297, 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 I

CONDENSED FINANCIAL INFORMATION 

CHANGE IN VALUE OF ACCUMULATION UNIT - JUNE 28, 1995 TO DECEMBER 31, 1995
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
                                                                                                             Increase
                                                                                                             (Decrease)
                                                         Value at                     Value at              in Value of
                                                         Beginning                       End                Accumulation
                                                         of Period                    of Period                 Unit
- -------------------------------------------------------------------------------------------------------------------------------
<S>                                                      <C>                            <C>                     <C>              
ALGER AMERICAN FUND - ALGER AMERICAN
 GROWTH PORTFOLIO:
  AICA I . . . . . . . . . . . . . . . . . . . . . . .   $10.000                        $9.790                  (2.10%)          (3)
- -------------------------------------------------------------------------------------------------------------------------------
ALGER AMERICAN FUND - ALGER AMERICAN
 SMALL CAPITALIZATION PORTFOLIO:
  AICA I   . . . . . . . . . . . . . . . . . . . . . .   $10.000                        $9.541                  (4.59%)          (3)
- -------------------------------------------------------------------------------------------------------------------------------
INSURANCE MANAGEMENT SERIES:
 CORPORATE BOND FUND:
  AICA I   . . . . . . . . . . . . . . . . . . . . . .   $10.000                       $10.576                   5.76%           (2)
- -------------------------------------------------------------------------------------------------------------------------------
 EQUITY GROWTH AND INCOME FUND:
  AICA I   . . . . . . . . . . . . . . . . . . . . . .   $10.000                       $11.378                  13.78%           (3)
- -------------------------------------------------------------------------------------------------------------------------------
 GROWTH STOCK FUND:
  AICA I   . . . . . . . . . . . . . . . . . . . . . .   $10.000                       $10.277                   2.77%           (4)
- -------------------------------------------------------------------------------------------------------------------------------
 INTERNATIONAL STOCK FUND:
  AICA I   . . . . . . . . . . . . . . . . . . . . . .   $10.000                       $10.229                   2.29%           (2)
- -------------------------------------------------------------------------------------------------------------------------------
 PRIME MONEY FUND:
  AICA I   . . . . . . . . . . . . . . . . . . . . . .   $10.000                       $10.180                   1.80%           (2)
- -------------------------------------------------------------------------------------------------------------------------------
 U.S. GOVERNMENT BOND FUND:
  AICA I   . . . . . . . . . . . . . . . . . . . . . .   $10.000                       $10.521                   5.21%           (2)
- -------------------------------------------------------------------------------------------------------------------------------
 UTILITY FUND:
  AICA I   . . . . . . . . . . . . . . . . . . . . . .   $10.000                       $11.238                  12.38%           (1)
- -------------------------------------------------------------------------------------------------------------------------------
LEXINGTON EMERGING MARKETS FUND:
  AICA I   . . . . . . . . . . . . . . . . . . . . . .   $10.000                        $9.748                  (2.52%)          (3)
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>


AICA I    Certain individual and group contracts issued as non-qualified
          deferred annuity contracts or Individual Retirement Annuity contracts
          issued since June 28, 1995.

 
1 -  Reflects less than a full year of performance activity.  The initial
     Accumulation Unit Value was established at $10.000 during June 1995 
     when the Fund became available under the contract.
2 -  Reflects less than a full year of performance activity.  The initial
     Accumulation Unit Value was established at $10.000 during July 1995 
     when the Fund became available under the contract.
3 -  Reflects less than a full year of performance activity.  The initial
     Accumulation Unit Value was established at $10.000 during October 1995
     when the Fund became available under the contract.
4 -  Reflects less than a full year of performance activity.  The initial
     Accumulation Unit Value was established at $10.000 during November 1995
     when the Fund became available under the contract.
 
<PAGE>
                       AETNA INSURANCE COMPANY OF AMERICA
                              Financial Statements
                                     Index
 
<TABLE>
<CAPTION>
                                                                   PAGE
                                                                   ---
<S>                                                                <C>
Independent Auditors' Report.....................................  F-2
Statements of Income for the Years Ended
 December 31, 1995, 1994 and 1993................................  F-3
Balance Sheets as of December 31, 1995 and 1994..................  F-4
Statements of Changes in Shareholder's Equity for
 the Years Ended December 31, 1995, 1994 and 1993................  F-5
Statements of Cash Flows for the Years
 Ended December 31, 1995, 1994 and 1993..........................  F-6
Notes to Financial Statements....................................  F-7
</TABLE>
 
                                      F-1
<PAGE>
                          INDEPENDENT AUDITORS' REPORT
 
The Shareholder and Board of Directors of
Aetna Insurance Company of America:
 
We  have audited the  accompanying balance sheets of  Aetna Insurance Company of
America as of December 31, 1995 and 1994, and the related 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  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.
 
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. 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 referred to  above present fairly,  in
all  material respects,  the financial  position of  Aetna Insurance  Company of
America at December 31, 1995 and 1994, and the results of its operations and its
cash flows for each  of the years  in the three-year  period ended December  31,
1995, in conformity with generally accepted auditing principles.
 
As  discussed in Note 1 to the financial statements, in 1993 the Company changed
its methods of accounting for certain investments in debt and equity securities.
 
                                                               KPMG Peat Marwick
 
Hartford, Connecticut
March 20, 1996
 
                                      F-2
<PAGE>
                       AETNA INSURANCE COMPANY OF AMERICA
    (A wholly owned subsidiary of Aetna Life Insurance and Annuity Company)
                              Statements of Income
                                  (thousands)
 
<TABLE>
<CAPTION>
                                                          YEARS ENDED DECEMBER
                                                                  31,
                                                         ----------------------
                                                          1995    1994    1993
                                                         ------  ------  ------
<S>                                                      <C>     <C>     <C>
Revenue:
  Net investment income................................  $721.0  $619.3  $560.0
  Realized capital gains...............................     8.3      --      --
  Charges assessed against policyholders...............   132.7      --      --
                                                         ------  ------  ------
    Total revenue......................................   862.0   619.3   560.0
Expenses:
  Operating expenses...................................   605.2    83.0    79.5
                                                         ------  ------  ------
    Total expenses.....................................   605.2    83.0    79.5
Income before federal income taxes.....................   256.8   536.3   480.5
  Federal income taxes.................................    88.9   187.7   168.2
                                                         ------  ------  ------
Net income.............................................  $167.9  $348.6  $312.3
                                                         ------  ------  ------
                                                         ------  ------  ------
</TABLE>
 
SEE NOTES TO FINANCIAL STATEMENTS.
 
                                      F-3
<PAGE>
                       AETNA INSURANCE COMPANY OF AMERICA
    (A wholly owned subsidiary of Aetna Life Insurance and Annuity Company)
                                 Balance Sheets
                                  (thousands)
<TABLE>
<CAPTION>
                                                             DECEMBER 31,
                                                         --------------------
                                                           1995       1994
                                                         ---------  ---------
<S>                                                      <C>        <C>
ASSETS
- -------------------------------------------------------
Investments:
  Debt securities available for sale:
   (amortized cost $7,953.0 and $7,043.9)..............  $ 8,187.4  $ 6,906.5
Cash and cash equivalents..............................    4,044.2    4,732.7
Accrued investment income..............................      112.6       91.5
Deferred policy acquisition costs......................    2,066.4         --
Deferred tax asset.....................................      467.6        0.4
Other assets...........................................        0.8        5.1
Separate Accounts assets...............................   43,810.0         --
                                                         ---------  ---------
    Total assets.......................................  $58,689.0  $11,736.2
                                                         ---------  ---------
                                                         ---------  ---------
 
<CAPTION>
LIABILITIES AND SHAREHOLDER'S EQUITY
- -------------------------------------------------------
<S>                                                      <C>        <C>
Liabilities:
  Due to parent and affiliates.........................  $   174.6  $    10.5
  Other liabilities....................................    1,932.6       21.0
  Federal income taxes--Current........................      638.8       29.4
  Separate Accounts liabilities........................   43,810.0         --
                                                         ---------  ---------
    Total liabilities..................................   46,556.0       60.9
                                                         ---------  ---------
Shareholder's equity:
  Common capital stock, par value $2,000 (1,275 shares
   authorized, issued and outstanding).................    2,550.0    2,550.0
  Paid-in capital......................................    7,550.0    7,550.0
  Net unrealized capital gains (losses)................      152.4     (137.4)
  Retained earnings....................................    1,880.6    1,712.7
                                                         ---------  ---------
    Total shareholder's equity.........................   12,133.0   11,675.3
                                                         ---------  ---------
      Total liabilities and shareholder's equity.......  $58,689.0  $11,736.2
                                                         ---------  ---------
                                                         ---------  ---------
</TABLE>
 
SEE NOTES TO FINANCIAL STATEMENTS.
 
                                      F-4
<PAGE>
                       AETNA INSURANCE COMPANY OF AMERICA
    (A wholly owned subsidiary of Aetna Life Insurance and Annuity Company)
                 Statements of Changes in Shareholder's Equity
                                  (thousands)
 
<TABLE>
<CAPTION>
                                                             YEARS ENDED DECEMBER 31,
                                                         --------------------------------
                                                           1995       1994        1993
                                                         ---------  ---------   ---------
<S>                                                      <C>        <C>         <C>
Shareholder's equity, beginning of period..............  $11,675.3  $11,584.2   $11,151.8
Net change in unrealized capital gains (losses)........      289.8     (257.5)      120.1
Net income.............................................      167.9      348.6       312.3
                                                         ---------  ---------   ---------
Shareholder's equity, end of period....................  $12,133.0  $11,675.3   $11,584.2
                                                         ---------  ---------   ---------
                                                         ---------  ---------   ---------
</TABLE>
 
SEE NOTES TO FINANCIAL STATEMENTS.
 
                                      F-5
<PAGE>
                       AETNA INSURANCE COMPANY OF AMERICA
    (A wholly owned subsidiary of Aetna Life Insurance and Annuity Company)
                            Statements of Cash Flows
                                  (thousands)
 
<TABLE>
<CAPTION>
                                                             YEARS ENDED DECEMBER 31,
                                                         ---------------------------------
                                                            1995        1994       1993
                                                         ----------   --------  ----------
<S>                                                      <C>          <C>       <C>
Cash Flows from Operating Activities:
  Net income...........................................  $    167.9   $  348.6  $    312.3
  Adjustments to reconcile net income to net cash
   provided by operating activities:...................
    Decrease (increase) in accrued investment income...       (21.1)        --        46.3
    Increase in deferred policy acquisition costs......    (2,066.4)        --          --
    Net change in amounts due to/from parent and
     affiliates........................................       164.1      (79.2)      184.9
    Net increase (decrease) in other assets and
     liabilities.......................................     1,915.9        1.2       (76.0)
    Increase (decrease) in federal income taxes........        60.2     (138.9)       50.2
    Net amortization of premium on debt securities.....        22.2       88.1        78.4
                                                         ----------   --------  ----------
      Net cash provided by operating activities........       242.8      219.8       596.1
                                                         ----------   --------  ----------
Cash Flows from Investing Activities:
  Investment maturities and collection of:
    Debt securities available for sale.................     3,000.0         --     2,290.0
    Short-term investments.............................       500.0         --          --
  Cost of investment purchases in:
    Debt securities available for sale.................    (3,939.2)        --    (2,452.8)
    Short-term investments.............................      (492.1)        --          --
                                                         ----------   --------  ----------
      Net cash used for investing activities...........      (931.3)        --      (162.8)
                                                         ----------   --------  ----------
Net (decrease) increase in cash and cash equivalents...      (688.5)     219.8       433.3
Cash and cash equivalents, beginning of period.........     4,732.7    4,512.9     4,079.6
                                                         ----------   --------  ----------
Cash and cash equivalents, end of period...............  $  4,044.2   $4,732.7  $  4,512.9
                                                         ----------   --------  ----------
Supplemental cash flow information:
  Income taxes paid, net...............................  $     28.7   $  326.6  $    118.0
                                                         ----------   --------  ----------
                                                         ----------   --------  ----------
</TABLE>
 
SEE NOTES TO FINANCIAL STATEMENTS.
 
                                      F-6
<PAGE>
                       AETNA INSURANCE COMPANY OF AMERICA
    (A wholly owned subsidiary of Aetna Life Insurance and Annuity Company)
                         Notes to Financial Statements
                        December 31, 1995, 1994 and 1993
 
1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Aetna  Insurance Company  of America (the  "Company") is a  stock life insurance
company organized in 1990 under the  insurance laws of Connecticut. The  Company
is  a  wholly  owned subsidiary  of  Aetna  Life Insurance  and  Annuity Company
("ALIAC"). ALIAC is a wholly owned subsidiary of Aetna Retirement Services, Inc.
("ARSI"). ARSI is a wholly owned  subsidiary of Aetna Life and Casualty  Company
("Aetna").  During the second  quarter of 1995, the  Company began marketing and
servicing variable and  market value  adjusted annuities  through the  Company's
Separate Accounts to individuals in the qualified and non-qualified markets.
 
BASIS OF PRESENTATION
 
These  financial  statements have  been  prepared in  conformity  with generally
accepted accounting principles. Certain reclassifications have been made to 1994
and 1993 financial information to conform to 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 $120.1 thousand,
net of taxes of $64.6 thousand, to net unrealized gains in shareholder's equity.
 
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 EQUIVALENTS
 
Cash  and cash  equivalents include cash  on hand, money  market instruments and
other debt issues with a maturity of ninety days or less when purchased.
 
INVESTMENTS
 
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 related
taxes, are reflected in  shareholder's equity. Fair  values for debt  securities
are  based on quoted market prices or  dealer quotations. Purchases and sales of
debt securities are recorded on the trade date.
 
                                      F-7
<PAGE>
                       AETNA INSURANCE COMPANY OF AMERICA
    (A wholly owned subsidiary of Aetna Life Insurance and Annuity Company)
                   Notes to Financial Statements (continued)
                        December 31, 1995, 1994 and 1993
 
1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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. Such costs are amortized in
proportion to  estimated gross  profits  and adjusted  to reflect  actual  gross
profits  and are amortized over twenty  years. 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.
 
CHARGES ASSESSED AGAINST POLICYHOLDERS
 
Charges assessed against policyholders'  funds for surrender charges,  actuarial
margin and other fees are recorded as revenue when earned.
 
SEPARATE ACCOUNTS
 
Assets held under variable annuity contracts are segregated in Separate Accounts
and are invested, as designated by the contractholder, in shares of mutual funds
that  are managed by ALIAC or other  selected mutual funds not managed by ALIAC.
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 $10.1 million for 1995 (fair
value  of $9.3 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 4.65% to 6.0% in 1995. Separate Accounts assets and liabilities are
shown as separate captions  in the Balance  Sheets. Deposits, investment  income
and  net realized and unrealized capital gains (losses) of the Separate Accounts
are not reflected in  the Statements of Income  (with the exception of  realized
capital  gains (losses) on the sale of assets supporting the guaranteed interest
option). The 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.
 
2.  INVESTMENTS
Investments in debt securities available for sale were as follows:
 
<TABLE>
<CAPTION>
                                                           GROSS        GROSS
                                               AMORTIZED UNREALIZED   UNREALIZED     FAIR
(THOUSANDS)                                      COST      GAINS        LOSSES      VALUE
                                               --------  ----------   ----------   --------
<S>                                            <C>       <C>          <C>          <C>
1995
  U.S. Treasury securities...................  $7,953.0    $237.4       $  3.0     $8,187.4
                                               --------  ----------   ----------   --------
                                               --------  ----------   ----------   --------
1994
  U.S. Treasury securities...................  $7,043.9    $  4.2       $141.6     $6,906.5
                                               --------  ----------   ----------   --------
                                               --------  ----------   ----------   --------
</TABLE>
 
                                      F-8
<PAGE>
                       AETNA INSURANCE COMPANY OF AMERICA
    (A wholly owned subsidiary of Aetna Life Insurance and Annuity Company)
                   Notes to 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
(THOUSANDS)                                                COST     VALUE
                                                         --------  --------
<S>                                                      <C>       <C>
Due to mature:
  One year or less.....................................  $2,526.1  $2,526.0
  After one year through five years....................  5,426.9    5,661.4
                                                         --------  --------
  Total................................................  $7,953.0  $8,187.4
                                                         --------  --------
                                                         --------  --------
</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 no securities out on loan.
 
At  December 31, 1995 and 1994, debt securities carried at $4.4 million and $3.9
million, respectively, were on deposit  as required by various state  regulatory
agencies.
 
3.  CAPITAL GAINS AND LOSSES ON INVESTMENTS
Realized  capital gains or  losses are the  difference between proceeds received
from investments sold or prepaid, and amortized cost. Net realized capital  gain
on  debt securities, as reflected in the Statements of Income for the year ended
December 31, 1995, were $8.3 thousand. For the years ended December 31, 1994 and
1993 there were no realized capital gains or losses.
 
Unrealized capital gains (losses) on investments  carried at fair value, net  of
related  taxes, reflected in shareholder's equity,  were as follows for December
31:
 
<TABLE>
<CAPTION>
(THOUSANDS)                                               1995     1994
                                                         ------  --------
<S>                                                      <C>     <C>
Debt securities
  Gross unrealized gains...............................  $237.4  $    4.2
  Gross unrealized losses..............................    (3.0)   (141.6)
                                                         ------  --------
                                                          234.4    (137.4)
Deferred federal income taxes (See Note 6).............    82.0        --
                                                         ------  --------
Net unrealized capital gains (losses)..................  $152.4  $ (137.4)
                                                         ------  --------
                                                         ------  --------
</TABLE>
 
                                      F-9
<PAGE>
                       AETNA INSURANCE COMPANY OF AMERICA
    (A wholly owned subsidiary of Aetna Life Insurance and Annuity Company)
                   Notes to Financial Statements (continued)
                        December 31, 1995, 1994 and 1993
 
4.  NET INVESTMENT INCOME
Sources of net investment income were as follows:
 
<TABLE>
<CAPTION>
(THOUSANDS)                                               1995    1994    1993
                                                         ------  ------  ------
<S>                                                      <C>     <C>     <C>
Debt securities........................................  $457.5  $414.1  $425.7
Cash equivalents.......................................   261.1   205.2   135.3
Other..................................................     2.4      --      --
Gross investment income................................   721.0   619.3   561.0
Less investment expenses...............................      --      --     1.0
                                                         ------  ------  ------
Net investment income..................................  $721.0  $619.3  $560.0
                                                         ------  ------  ------
                                                         ------  ------  ------
</TABLE>
 
5.  DIVIDEND RESTRICTIONS AND SHAREHOLDER'S EQUITY
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
$958.0 thousand.
 
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 ("GAAP"). Statutory net income  was $378.9 thousand, $348.1  thousand
and  $312.3  thousand for  the years  ended  December 31,  1995, 1994  and 1993,
respectively. Statutory shareholder's equity was $12.1 million and $11.8 million
as of December 31, 1995 and 1994, respectively.
 
As of December 31,  1995 and 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.
 
Components of income tax expense (benefits) were as follows:
 
<TABLE>
<CAPTION>
                                                           1995      1994    1993
                                                         --------   ------  ------
                                                                (THOUSANDS)
<S>                                                      <C>        <C>     <C>
Current tax expense:
  Income from operations...............................  $  635.2   $188.1  $168.2
  Net realized capital gains...........................       2.9       --      --
                                                         --------   ------  ------
                                                            638.1    188.1   168.2
                                                         --------   ------  ------
Deferred tax benefit:
  Income from operations...............................    (549.2)     (.4)     --
                                                         --------   ------  ------
  Total................................................  $   88.9   $187.7  $168.2
                                                         --------   ------  ------
                                                         --------   ------  ------
</TABLE>
 
                                      F-10
<PAGE>
                       AETNA INSURANCE COMPANY OF AMERICA
    (A wholly owned subsidiary of Aetna Life Insurance and Annuity Company)
                   Notes to 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
                                                         -------   -------   -------
                                                                 (THOUSANDS)
<S>                                                      <C>       <C>       <C>
Income before federal income taxes.....................  $256.8    $536.3    $480.5
Tax rate...............................................      35%       35%       35%
                                                         -------   -------   -------
  Application of the tax rate..........................  $ 89.9    $187.7    $168.2
Other, net.............................................   (1.0)        --        --
                                                         -------   -------   -------
  Income tax expense...................................  $ 88.9    $187.7    $168.2
                                                         -------   -------   -------
                                                         -------   -------   -------
</TABLE>
 
The tax effects of temporary differences  that give rise to deferred tax  assets
and deferred tax liabilities at December 31, 1995 and 1994 are presented below:
 
<TABLE>
<CAPTION>
                                                           1995    1994
                                                         --------  -----
                                                           (THOUSANDS)
<S>                                                      <C>       <C>
Deferred tax assets:
  Net unrealized capital losses........................  $     --  $48.1
  Insurance reserves...................................   1,054.6     --
  Other, net...........................................        --     .4
                                                         --------  -----
Total gross assets.....................................   1,054.6   48.5
Less valuation allowance...............................        --   48.1
                                                         --------  -----
Deferred tax assets, net of valuation                     1,054.6     .4
Deferred tax liabilities:
  Deferred policy acquisition costs....................     496.4     --
  Net unrealized capital gains.........................      82.0     --
  Other................................................       8.6     --
                                                         --------  -----
Total gross liabilities................................     587.0     --
                                                         --------  -----
  Net deferred tax asset...............................  $  467.6  $  .4
                                                         --------  -----
                                                         --------  -----
</TABLE>
 
Net  unrealized capital gains  and losses are  presented in shareholder's equity
net of deferred taxes. At December  31, 1994, $137.4 thousand 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. Management believes that it is more likely than
not that the Company will realize the benefit of the net deferred tax asset.
 
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.
 
                                      F-11
<PAGE>
                       AETNA INSURANCE COMPANY OF AMERICA
    (A wholly owned subsidiary of Aetna Life Insurance and Annuity Company)
                   Notes to Financial Statements (continued)
                        December 31, 1995, 1994 and 1993
 
7.  BENEFIT PLANS
The Company  utilizes  the employees  of  Aetna and  its  affiliates  (primarily
ALIAC).  The following is a discussion of  benefit plans as they apply to ALIAC.
The charges to operations of the Company for the utilization of these employee's
during 1995 were immaterial. There were no charges to operations of the  Company
during 1994 and 1993 for the benefit plans described below.
 
Employee  Pension Plans--ALIAC, 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.
 
Agent  Pension  Plans--ALIAC, 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.
 
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.
 
AGENT  POSTRETIREMENT BENEFITS--ALIAC, in conjunction  with Aetna, also provides
certain postemployment  health  care and  life  insurance benefits  for  certain
agents.
 
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.
 
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.
 
8.  RELATED PARTY TRANSACTIONS
Substantially all of the administrative and support functions of the Company are
provided by Aetna and its affiliates. The financial statements reflect allocated
charges,  at cost,  for these services  based upon measures  appropriate for the
type and nature  of service provided.  Total charges allocated  to the  Company,
including rent, salaries and other administrative expenses, were $350.0 thousand
and  $1.0 thousand for the years ended December 31, 1995 and 1993, respectively.
There were no charges in 1994.
 
The Company is compensated  by the Separate Accounts  for bearing mortality  and
expense  risks  pertaining to  variable annuity  contracts. Under  the insurance
contracts, the  Separate Accounts  pay the  Company  a daily  fee which,  on  an
 
                                      F-12
<PAGE>
                       AETNA INSURANCE COMPANY OF AMERICA
    (A wholly owned subsidiary of Aetna Life Insurance and Annuity Company)
                   Notes to Financial Statements (continued)
                        December 31, 1995, 1994 and 1993
 
8.  RELATED PARTY TRANSACTIONS (CONTINUED)
annual  basis,  is  1.40% of  their  average  daily net  assets.  The  amount of
compensation and  fees received  from the  Separate Accounts,  charges  assessed
against  policyholders, amounted to $132.7 thousand  for the year ended December
31, 1995. There  were no charges  assessed against policyholders  for the  years
ended December 31, 1994 and 1993.
 
9.  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
(THOUSANDS)                                               VALUE     VALUE     VALUE     VALUE
                                                         --------  --------  --------  --------
<S>                                                      <C>       <C>       <C>       <C>
Assets:
  Cash and cash equivalents............................  $4,044.2  $4,044.2  $4,732.7  $4,732.7
  Debt securities......................................   8,187.4   8,187.4   6,906.5   6,906.5
</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 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:
 
DEBT SECURITIES:  Fair  values are  based  on  quoted market  prices  or  dealer
quotations.
 
OFF-BALANCE-SHEET FINANCIAL INSTRUMENTS (INCLUDING DERIVATIVE FINANCIAL
INSTRUMENTS)
 
The Company did not have transactions in derivative instruments in 1995 or 1994.
 
10. COMMITMENTS AND CONTINGENT LIABILITIES
At  December 31,  1995 and  1994 the  Company had  no commitments  or contingent
liabilities.
 
LITIGATION
 
There were  no material  legal proceedings  pending against  the Company  as  of
December 31, 1995 or 1994 which were beyond the ordinary course of business.
 
                                      F-13
<PAGE>

                       STATEMENT OF ADDITIONAL INFORMATION




                           VARIABLE ANNUITY ACCOUNT I




                           VARIABLE ANNUITY CONTRACTS

                                    ISSUED BY

                       AETNA INSURANCE COMPANY OF AMERICA







Form No. 62481(S)-2                                      AICA Ed. May 1996

<PAGE>


                           VARIABLE ANNUITY ACCOUNT I
                           PART C - OTHER INFORMATION


ITEM 24.  FINANCIAL STATEMENTS AND EXHIBITS
     (a)  Financial Statements:
          (1)     Included in Part A:
                  Condensed Financial Information
          (2)     Included in Part B:
                  Financial Statements of Variable Annuity Account I:
                  -    Independent Auditors' Report
                  -    Statements of Assets and Liabilities as of December 31,
                       1995
                  -    Statement of Operations for the period June 28, 1995
                       (commencement of operations) through December 31, 1995
                  -    Statement of Changes in Net Assets for the period June
                       28, 1995 (commencement of operations) through December
                       31, 1995
                  -    Notes to Financial Statements
                  Financial Statements of Depositor
                  -    Independent Auditors' Report
                  -    Statement of Income for the years ended December 31,
                       1995, 1994 and 1993
                  -    Balance Sheets for the years ended December 31, 1995 and
                       1994
                  -    Statements of Changes in Shareholders Equity for the
                       years ended December 31, 1995, 1994 and 1993
                  -    Statements of Cash Flows for the years ended December 31,
                       1995, 1994 and 1993
                  -    Notes to Financial Statements

     (b)  Exhibits
          (1)     Resolution of the Board of Directors of Aetna Insurance
                  Company of America establishing Variable Annuity Account I(1)
          (2)     Not applicable
          (3)     Form of Selling Agreement(1)
          (4)     Form of Variable Annuity Contracts (G2-CDA-94(IR)), (G2-CDA-
                  94(NQ)), (I2-MP-7/95(NQ)), (I2-MP-7/95(IR)), (GMCC2-94(NQ)),
                  GMCC2-94(IR))(1)
          (5)     Form of Variable Annuity Contract Application (300-MAR-IB)(1)
          (6)     Certificate of Incorporation and By-Laws of Depositor(1)
          (7)     Not applicable
          (8.1)   Fund Participation Agreement between Aetna Insurance Company
                  of America, Nicholas-Applegate Series Trust, and Nicholas-
                  Applegate Capital Management(2)
          (8.2)   Marketing and Services Agreement Among Aetna Insurance Company
                  of America, Nicholas-Applegate Capital Management and
                  Nicholas-Applegate Securities(3)
          (9)     Opinion of Counsel(4)
          (10.1)  Consent of Independent Auditors

<PAGE>


          (10.2)  Consent of Counsel
          (11)    Not applicable
          (12)    Not applicable
          (13)    Computation of Performance Data(5)
          (14)    Not applicable
          (15.1)  Powers of Attorney(6)
          (15.2)  Authorization for Signatures(1)
          (27)    Financial Data Schedule

     1.   Incorporated by reference to Registration Statement on Form N-4 
          (33-59749), as filed electronically June 1, 1995.
     2.   Incorporated by reference to Pre-Effective Amendment No. 1 to
          Registration Statement on Form N-1A (File No. 33-94896), as filed
          electronically by Nicholas Applegate on January 24, 1996.
     3.   Incorporated by reference to Pre-Effective Amendment No. 2 to
          Registration Statement on Form N-4 (File No. 33-62481), as filed
          electronically on March 4, 1996.
     4.   Incorporated by reference to Registrant's 24f-2 Notice for fiscal year
          ended December 31, 1995, as filed electronically on February 29, 1996.
     5.   Incorporated by reference to Pre-Effective Amendment No. 1 to
          Registration Statement on Form N-4 (File No. 33-62481), as filed
          electronically on February 16, 1996.
     6.   Incorporated by reference to Registration Statement on Form N-4 (File
          No. 33-62481), as filed electronically on September 8, 1995.


<PAGE>


ITEM 25.    DIRECTORS AND OFFICERS OF THE DEPOSITOR


Name and Principal
Business Address*                       Positions and Offices with Depositor
- ------------------                      ------------------------------------

Daniel P. Kearney                       Director and President

James C. Hamilton                       Director, Vice President, Treasurer &
                                        Alternate Qualified Actuary

Shaun P. Mathews                        Director and Senior Vice President

Scott A. Striegel                       Director and Senior Vice President

Maria F. McKeon                         Corporate Secretary and Counsel


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

ITEM 26.  PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR OR
          REGISTRANT

     Incorporated  herein by reference to Item 26 to Post-Effective Amendment
No. 5 to Registration Statement on Form N-4 (File No. 33-75986) filed
electronically on April 12, 1996, as supplemented by Post-Effective Amendment
No. 6 to Registration Statement on Form N-4 (File No. 33-75986) filed 
electronically on April 22, 1996.

ITEM 27.  NUMBER OF CONTRACT OWNERS

     As of February 29, 1996, there were 1,134 individuals holding interests in
variable annuity contracts funded through Variable Annuity Account I.

ITEM 28.  INDEMNIFICATION

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


<PAGE>


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

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

ITEM 29.  PRINCIPAL UNDERWRITERS

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

     (b)  Directors and Officers of the Underwriter


Name and Principal
Business Address*                       Positions and Offices with Underwriter
- ------------------                      --------------------------------------

Daniel P. Kearney                       Director and President

Timothy A. Holt                         Director, Senior Vice President and
                                        Chief Financial Officer

Christopher J. Burns                    Director and Senior Vice President

Laura R. Estes                          Director and Senior Vice President

Gail P. Johnson                         Director and Vice President

John Y. Kim                             Director and Senior Vice President

Shaun P. Mathews                        Director and Vice President

Glen Salow                              Director and Vice President


<PAGE>


Name and Principal
Business Address*                       Positions and Offices with Underwriter
- ------------------                      ---------------------------------------

Creed R. Terry                          Director and Vice President

Eugene M. Trovato                       Vice President and Treasurer, Corporate
                                        Controller

Zoe Baird                               Senior Vice President and General
                                        Counsel

Diane Horn                              Vice President and Chief Compliance
                                        Officer

Susan E. Schechter                      Corporate Secretary and Counsel


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

     (c)  Not applicable


ITEM 30.  LOCATION OF ACCOUNTS AND RECORDS

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

               Aetna Insurance Company of America
               151 Farmington Avenue
               Hartford, Connecticut  06156

ITEM 31.  MANAGEMENT SERVICES


<PAGE>


          Not applicable

ITEM 32.  UNDERTAKINGS

     Registrant hereby undertakes:

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

     (b)  to include as part of any application to purchase a contract offered
          by a prospectus which is part of this registration statement on Form
          N-4, a space that an applicant can check to request a Statement of
          Additional Information; and

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

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

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


<PAGE>


                                   SIGNATURES

     As required by the Securities Act of 1933, as amended and the Investment
Company Act of 1940, the Registrant, Variable Annuity Account I of Aetna
Insurance Company of America, certifies that it meets the requirements of
Securities Act Rule 485(b) for effectiveness of this Post-Effective Amendment
No. 1 to its Registration Statement on Form N-4 (File No. 33-62481) and has duly
caused this Post-Effective Amendment No. 1 to Registration Statement on Form
N-4 (File No. 33-62481) to be signed on its behalf in the City of Hartford, and
State of Connecticut, on the 22nd day of April, 1996.

                                        VARIABLE ANNUITY ACCOUNT I OF AETNA
                                        INSURANCE COMPANY OF AMERICA
                                            (REGISTRANT)

                                        By: AETNA INSURANCE COMPANY OF AMERICA
                                            (DEPOSITOR)


                                        By  Daniel P. Kearney*
                                            ------------------------------------
                                            Daniel P. Kearney
                                            President

     As required by the Securities Act of 1933, as amended, this Post-Effective
Amendment No. 1 to Registration Statement on Form N-4 (File No. 33-62481) has
been signed by the following persons in the capacities and on the dates
indicated.

   
<TABLE>
<CAPTION>

Signature                     Title                                             Date
- ---------                     -----                                             ----
<S>                          <C>                                              <C>
Daniel P. Kearney*            Director and President                       )
- -------------------------     (principal executive officer)                )
Daniel P. Kearney                                                          )
                                                                           )
James C. Hamilton*            Director, Vice President and Treasurer       )
- -------------------------     (principal accounting and financial officer  )  April
James C. Hamilton                                                          )  22, 1996
                                                                           )
Shaun P. Mathews*             Director                                     )
- -------------------------                                                  )
Shaun P. Mathews                                                           )
                                                                           )
Scott A. Striegel*            Director                                     )
- -------------------------                                                  )
Scott A. Striegel                                                          )
</TABLE>
    


By: /s/  Julie E. Rockmore
    -------------------------------
         Julie E. Rockmore

    *Attorney-in-Fact


<PAGE>


                           VARIABLE ANNUITY ACCOUNT I
                                  EXHIBIT INDEX

   
<TABLE>
<CAPTION>

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

<S>         <C>                                                          <C>
99-B.1       Resolution of the Board of Directors of Aetna                 *
             Insurance Company of America establishing Variable
             Annuity Account I

99-B.3.1     Form of Selling Agreement                                     *

99-B.4       Form of Variable Annuity Contracts                            *

99-B.5       Form of Variable Annuity Contract Application                 *

99-B.6       Certificate of Incorporation and By-Laws of Depositor         *

99-B.8.1     Fund Participation Agreement between Aetna Insurance          *
             Company of America and Nicholas-Applegate Series Trust
             and Nicholas-Applegate Capital Management                     *

99-B.8.2     Marketing and Services Agreement among Aetna Insurance        *
             Company of America, Nicholas-Applegate Capital Management
             and Nicholas-Applegate Securities

99-B.9       Opinion of Counsel                                            *

99-B.10.1    Consent of Independent Auditors                             -----

99-B.10.2    Consent of Counsel                                          -----

99-B.13      Computation of Performance Data                               *

99-B15.1     Powers of Attorney                                            *

99-B.15.2    Authorization for Signatures                                  *

(27)         Financial Data Schedule                                     -----
</TABLE>
    

*Incorporated by reference

<PAGE>


                         CONSENT OF INDEPENDENT AUDITORS





The Board of Directors of Aetna Insurance Company of America
and Contract Owners of Variable Annuity Account I:


We consent to the use of our reports dated February 16, 1996 and March 20, 1996
included herein and to the reference to our Firm under the caption "Independent
Auditors" in the Statement of Additional Information.

Our report dated March 20, 1996 refers to a change in 1993 in the Company's
method of accounting for certain investments in debt and equity securities.



                                   /s/ KPMG Peat Marwick LLP



Hartford, Connecticut
April 22, 1996

<PAGE>

                                      Susan E. Bryant
                                      Counsel
                                      Law and Regulatory Affairs, RE4c
                                      151 Farmington Avenue
                                      Hartford, CT 06156
                                      (860) 273-7834
                                      Fax: (860) 273-8340



April 22, 1996


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

Attention:  Filing Desk

     Re:  Variable Annuity Account I of Aetna Insurance Company of America
          Post-Effective Amendment No. 1 to the Registration Statement on
          Form N-4 
          File Nos. 33-62481 and 811-8582
          -------------------------------


Gentlemen:

As Counsel of Aetna Insurance Company of America (the "Company"), I hereby 
consent to the use of my opinion dated February 28, 1996 (incorporated herein 
by reference to the 24f-2 Notice for the fiscal year ended December 31, 1995 
filed on behalf of Variable Annuity Account I of Aetna Insurance Company of 
America on February 29, 1996) as an exhibit to this Post-Effective Amendment 
No. 1 to the Registration Statement on Form N-4 (File No. 33-62481) and to my 
being named under the caption "Legal Matters" therein.

Very truly yours,

/s/ Susan E. Bryant

Susan E. Bryant
Counsel
Aetna Insurance Company of America

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 6
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JUN-28-1995
<PERIOD-END>                               DEC-31-1995
<INVESTMENTS-AT-COST>                       32,391,608
<INVESTMENTS-AT-VALUE>                      33,757,616
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                              33,757,616
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                         33,757,616
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                                0
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                33,757,616
<DIVIDEND-INCOME>                              344,085
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                               (129,615)
<NET-INVESTMENT-INCOME>                        214,470
<REALIZED-GAINS-CURRENT>                         3,632
<APPREC-INCREASE-CURRENT>                    1,366,008
<NET-CHANGE-FROM-OPS>                        1,584,110
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                              0
<NUMBER-OF-SHARES-REDEEMED>                          0
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                      33,757,616
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>


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