VARIABLE ANNUITY ACCOUNT I OF AETNA INSURANCE CO OF AMERICA
497, 1996-05-08
Previous: VARIABLE ANNUITY ACCOUNT I OF AETNA INSURANCE CO OF AMERICA, 497, 1996-05-08
Next: AETNA INSURANCE CO OF AMERICA, 424B3, 1996-05-08



<PAGE>




                               Aetna
                           Marathon Plus-Registered
                                         Trademark-



                           Variable Annuity
                              Account I









                     Prospectus Dated: May 1, 1996













                                 [LOGO]

                 Aetna Life Insurance and Annuity Company

                                59749-2

<PAGE>
                                   PROSPECTUS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
This  Prospectus  describes  the  "Aetna  Marathon  Plus"  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:
 
 - Aetna Variable Fund                  - Fidelity VIP Overseas Portfolio
 - Aetna Income Shares                  - Fidelity VIP II Asset Manager
 - Aetna Variable Encore Fund           Portfolio
 - Aetna Investment Advisers Fund,      - Fidelity VIP II Contrafund
 Inc.                                   Portfolio
 - Aetna Ascent Variable Portfolio      - Fidelity VIP II Index 500 Portfolio
 - Aetna Crossroads Variable Portfolio  - Fidelity VIP II Investment Grade
 - Aetna Legacy Variable Portfolio      Bond Portfolio
 - Alger American Balanced Portfolio    - Janus Aspen Aggressive Growth
 - Alger American Growth Portfolio      Portfolio
 - Alger American Income and Growth     - Janus Aspen Balanced Portfolio
 Portfolio                              - Janus Aspen Flexible Income
 - Alger American Leveraged AllCap      Portfolio
 Portfolio                              - Janus Aspen Growth Portfolio
 - Alger American MidCap Growth         - Janus Aspen Short-Term Bond
 Portfolio                              Portfolio
 - Alger American Small Cap Portfolio   - Janus Aspen Worldwide Growth
 - Federated American Leaders Fund II   Portfolio
 - Federated Fund for U.S. Government   - Lexington Emerging Markets Fund,
 Securities II                          Inc.
 - Federated High Income Bond Fund II   - Lexington Natural Resources Trust
 - Federated Utility Fund II            - MFS Emerging Growth Series
 - Fidelity VIP Equity-Income           - MFS Research Series
 Portfolio                              - MFS Total Return Series
 - Fidelity VIP Growth Portfolio        - MFS World Governments Series
 - Fidelity VIP High Income Portfolio   - TCI Balanced (a Twentieth Century
                                        fund)
                                        - TCI Growth (a Twentieth Century
                                        fund)
                                        - TCI International (a Twentieth
                                        Century 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;  not all options  may be  available in all
jurisdictions or under all Contracts. (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 24 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
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
<TABLE>
<S>                                                                     <C>
DEFINITIONS...........................................................     DEFINITIONS - 1
PROSPECTUS SUMMARY....................................................         SUMMARY - 1
FEE TABLE.............................................................       FEE TABLE - 1
CONDENSED FINANCIAL INFORMATION.......................................     AUV HISTORY - 1
THE COMPANY...........................................................                   1
VARIABLE ANNUITY ACCOUNT I............................................                   1
INVESTMENT OPTIONS....................................................                   1
    The Funds.........................................................                   1
    Credited Interest Option..........................................                   5
PURCHASE..............................................................                   5
    Contract Availability.............................................                   5
    Purchasing Interests in the Contract..............................                   6
    Purchase Payments.................................................                   6
    Contract Rights...................................................                   6
    Designations of Beneficiary and Annuitant.........................                   6
    Right to Cancel...................................................                   7
CHARGES AND DEDUCTIONS................................................                   7
    Daily Deductions from the Separate Account........................                   7
         Mortality and Expense Risk Charge............................                   7
         Administrative Charge........................................                   7
    Maintenance Fee...................................................                   8
    Deferred Sales Charge.............................................                   8
    Fund Expenses.....................................................                   9
    Premium and Other Taxes...........................................                   9
CONTRACT VALUATION....................................................                   9
    Account Value.....................................................                   9
    Accumulation Units................................................                   9
    Net Investment Factor.............................................                   9
TRANSFERS.............................................................                  10
    Dollar Cost Averaging Program.....................................                  10
    Account Rebalancing Program.......................................                  10
WITHDRAWALS...........................................................                  10
ADDITIONAL WITHDRAWAL OPTIONS.........................................                  11
DEATH BENEFIT DURING ACCUMULATION PERIOD..............................                  12
    Death Benefit Amount..............................................                  12
    Death Benefit Payment Options.....................................                  12
ANNUITY PERIOD........................................................                  13
    Annuity Period Elections..........................................                  13
    Partial Annuitization.............................................                  14
    Annuity Options...................................................                  14
    Annuity Payments..................................................                  14
    Charges Deducted During the Annuity Period........................                  15
</TABLE>
<PAGE>
<TABLE>
<S>                                                                     <C>
    Death Benefit Payable During the Annuity Period...................                  15
TAX STATUS............................................................                  15
    Introduction......................................................                  15
    Taxation of the Company...........................................                  16
    Tax Status of the Contract........................................                  16
    Taxation of Annuity Contracts.....................................                  17
    Contracts Used with Certain Retirement Plans......................                  19
MISCELLANEOUS.........................................................                  21
    Distribution......................................................                  21
    Delay or Suspension of Payments...................................                  21
    Performance Reporting.............................................                  22
    Voting Rights.....................................................                  22
    Modification of the Contract......................................                  22
    Transfers of Ownership; Assignment................................                  22
    Involuntary Terminations..........................................                  23
    Legal Matters and Proceedings.....................................                  23
CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION...................                  24
APPENDIX--AICA GUARANTEED ACCOUNT.....................................                  25
</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
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
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.
 
- --------------------------------------------------------------------------------
                                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.
 
- --------------------------------------------------------------------------------
                                DEFINITIONS - 2
<PAGE>
                               PROSPECTUS SUMMARY
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
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
 
- --------------------------------------------------------------------------------
                                  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>
 
- --------------------------------------------------------------------------------
                                  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>
<CAPTION>
                                          DEFERRED
                                            SALES
YEARS FROM RECEIPT OF                      CHARGE
PURCHASE PAYMENT                          DEDUCTION
- ----------------------------------------  ---------
<S>                                       <C>
Less than 2                                    7%
2 or more but less than 4                      6%
4 or more but less than 5                      5%
5 or more but less than 6                      4%
6 or more but less than 7                      3%
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.....................................................................      0.15%
                                                                                            ---------
TOTAL SUBACCOUNT ANNUAL EXPENSES..........................................................      1.40%
                                                                                            ---------
                                                                                            ---------
</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                          TOTAL
                                            FEES(1)       OTHER EXPENSES     ANNUAL
                                         (AFTER EXPENSE   (AFTER EXPENSE      FUND
                                         REIMBURSEMENT)   REIMBURSEMENT)    EXPENSES
                                         --------------   --------------   -----------
 <S>                                     <C>              <C>              <C>
 Aetna Variable Fund(2)                       0.25%            0.06%          0.31%
 Aetna Income Shares(2)                       0.25%            0.08%          0.33%
 Aetna Variable Encore Fund(2)                0.25%            0.10%          0.35%
 Aetna Investment Advisers Fund,
  Inc.(2)                                     0.25%            0.08%          0.33%
 Aetna Ascent Variable Portfolio(2)           0.50%            0.15%          0.65%
 Aetna Crossroads Variable Portfolio(2)       0.50%            0.15%          0.65%
 Aetna Legacy Variable Portfolio(2)           0.50%            0.15%          0.65%
 Alger American Balanced Portfolio            0.75%            0.25%          1.00%
 Alger American Growth Portfolio              0.75%            0.10%          0.85%
 Alger American Income and Growth
  Portfolio                                   0.63%            0.12%          0.75%
 Alger American Leveraged AllCap
  Portfolio(3)                                0.85%            0.71%          1.56%
 Alger American MidCap Growth Portfolio       0.80%            0.10%          0.90%
 Alger American Small Cap Portfolio           0.85%            0.07%          0.92%
 Federated American Leaders Fund II(4)        0.00%            0.85%          0.85%
 Federated Fund for U.S. Government
  Securities II(4)                            0.00%            0.80%          0.80%
 Federated High Income Bond Fund II(4)        0.00%            0.80%          0.80%
 Federated Utility Fund II(4)                 0.00%            0.85%          0.85%
 Fidelity VIP Equity-Income Portfolio         0.51%            0.10%          0.61%
 Fidelity VIP Growth Portfolio                0.61%            0.09%          0.70%
 Fidelity VIP High Income Portfolio(5)        0.60%            0.11%          0.71%
 Fidelity VIP Overseas Portfolio              0.76%            0.15%          0.91%
 Fidelity VIP II Asset Manager
  Portfolio(5)                                0.71%            0.08%          0.79%
 Fidelity VIP II Contrafund
  Portfolio(5)                                0.61%            0.11%          0.72%
 Fidelity VIP II Index 500 Portfolio(6)       0.00%            0.28%          0.28%
 Fidelity VIP II Investment Grade Bond
  Portfolio                                   0.45%            0.14%          0.59%
 Janus Aspen Aggressive Growth
  Portfolio(7)                                0.75%            0.11%          0.86%
 Janus Aspen Balanced Portfolio(7)            0.82%            0.55%          1.37%
 Janus Aspen Flexible Income Portfolio        0.65%            0.42%          1.07%
 Janus Aspen Growth Portfolio(7)              0.65%            0.13%          0.78%
 Janus Aspen Short-Term Bond
  Portfolio(7)                                0.00%            0.70%          0.70%
 Janus Aspen Worldwide Growth
  Portfolio(7)                                0.68%            0.22%          0.90%
 Lexington Emerging Markets Fund,
  Inc.(8)                                     0.85%            0.90%          1.75%
 Lexington Natural Resources Trust            1.00%            0.47%          1.47%
 MFS Emerging Growth Series(9)                0.75%            0.25%          1.00%
 MFS Research Series(9)                       0.75%            0.25%          1.00%
 MFS Total Return Series(9)                   0.75%            0.25%          1.00%
 MFS World Governments Series(9)              0.75%            0.25%          1.00%
 TCI Balanced(10)                             1.00%            0.00%          1.00%
 TCI Growth(10)                               1.00%            0.00%          1.00%
 TCI International(10)                        1.50%            0.00%          1.50%
</TABLE>
 
- --------------------------
(1) Certain  of  the  unaffiliated  Fund  advisers  reimburse  the  Company  for
    administrative  costs incurred in connection with administering the Funds as
    variable funding options under the  Contract. These reimbursements are  paid
    out of the investment advisory fees and are not charged to investors.
(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>
 (3)The  Fund's  expenses  were  voluntarily reduced  by  the  Fund's investment
    adviser. Absent such reimbursement, the other expenses and total expenses of
    the Fund would  have been  3.07% and  3.92%, respectively.  The Adviser  can
    terminate this voluntary waiver at any time in its sole discretion.
 (4)The  management fee  for each  of the  Funds has  been reduced  to reflect a
    voluntary waiver  of the  management  fee. The  Adviser can  terminate  this
    voluntary  waiver at any time in its sole discretion. The maximum management
    fee for each of the Funds is as follows: 0.60%--High Income Bond Fund II and
    the Fund for U.S. Government Securities II; and 0.75%--American Leaders Fund
    II and Utility Fund II.
 
    The total operating  expenses of  each of  the Funds,  absent the  voluntary
    waiver  of the  management fee  and the  voluntary reimbursement  of certain
    other operating expenses, would  have been: 2.21%  for the American  Leaders
    Fund II; 5.61% for the Fund for U.S. Government Securities II; 4.20% for the
    High Income Bond Fund II; and 3.09% for the Utility Fund II.
 (5)A  portion of the brokerage commissions the Fund paid was used to reduce its
    expenses. Without this reduction, total  operating expenses would have  been
    0.71%  for the High Income Portfolio; 0.81% for the Asset Manager Portfolio;
    and 0.73% for the Contrafund Portfolio.
 (6)The Fund's  expenses  were  voluntarily reduced  by  the  Fund's  investment
    adviser.  Absent reimbursement, the management fee, other expenses and total
    expenses would have been 0.28%, 0.19% and 0.47%, respectively, for the Index
    500 Portfolio.
 (7)The information for each Portfolio is net of fee waivers or reductions  from
    Janus  Capital. Fee reductions for  the Aggressive Growth, Balanced, Growth,
    and Worldwide Growth Portfolios  reduce the management fee  to the level  of
    the corresponding Janus retail fund. Other waivers, if applicable, are first
    applied  against the management fee and then against other expenses. Without
    such waivers or  reductions, the  Management Fee, Other  Expenses and  Total
    Fund  Annual Expenses would have been 0.82%, 0.11%, and 0.93% for Aggressive
    Growth Portfolio; 1.00%, 0.55%, 1.55%  for Balanced Portfolio; 0.85%,  0.13%
    and  0.98% for Growth Portfolio; 0.65%,  0.72% and 1.37% for Short-Term Bond
    Portfolio; and  0.87%,  0.22%  and 1.09%  for  Worldwide  Growth  Portfolio;
    respectively.   Janus  Capital  may  modify  or  terminate  the  waivers  or
    reductions at any  time upon  90 days' notice  to the  Portfolio's Board  of
    Trustees.
 (8)The  Fund's investment  adviser has  agreed to  voluntarily limit  the total
    expenses  of   the  Fund   (excluding   interest,  taxes,   brokerage,   and
    extraordinary   expenses,  but  including   management  fees  and  operating
    expenses) to  an annual  rate of  1.75%  of the  Fund's average  net  assets
    through  April  30,  1997.  Without this  agreement,  the  Fund's Investment
    Advisory Fee, Total Other Expenses and Total Fund Annual Expenses would have
    been 0.85%, 3.24% and 4.09% for the most recent fiscal year.
 (9)The Adviser has agreed to bear, subject to reimbursement, expenses for  each
    of  the Funds such  that each Fund's aggregate  operating expenses shall not
    exceed, on an annualized basis, 1.00% of the average daily net assets of the
    Funds from November 2, 1994 through December 31, 1996; 1.25% of the  average
    daily  net assets  of the  Funds from January  1, 1997  through December 31,
    1998; and 1.50% of the average daily net assets of the Funds from January 1,
    1999 through December 31, 2004; provided, however, that this obligation  may
    be  terminated  or revised  at any  time.  Absent this  expense arrangement,
    "Other Expenses" for the MFS Emerging Growth Series, MFS Research Series and
    MFS  Total  Return  Series   would  have  been   2.16%,  3.15%  and   2.02%,
    respectively,  and "Total Annual Fund Expenses" would have been 2.91%, 3.90%
    and 2.77%, respectively.
 
    The Adviser has agreed to bear, subject to reimbursement, until December 31,
    2004, expenses  of  the  World  Governments  Series  such  that  the  Fund's
    aggregate  expenses  do not  exceed 1.00%,  on an  annualized basis,  of its
    average daily net assets. Absent this expense arrangement, "Other  Expenses"
    and  "Total Annual  Fund Expenses"  for the Fund  would have  been 1.24% and
    1.99%, respectively.
(10)The Portfolio's investment adviser pays all expenses of the Portfolio except
    brokerage  commissions,   taxes,  interest,   fees  and   expenses  of   the
    non-interested  person directors (including  counsel fees) and extraordinary
    expenses.  These  expenses  have  historically  represented  a  very   small
    percentage (less than 0.01%) of total net assets in a fiscal year.
 
- --------------------------------------------------------------------------------
                                 FEE TABLE - 3
<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 0.020%.
 
<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 SHOWN,   VALUE, OR IF YOU ANNUITIZE AT THE END
                                           YOU  WOULD PAY THE FOLLOWING EXPENSES,   OF THE PERIODS  SHOWN, YOU WOULD  PAY
                                           INCLUDING   ANY   APPLICABLE  DEFERRED   THE FOLLOWING  EXPENSES (NO  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>
 Aetna Variable Fund                         $ 90      $108      $129      $204       $18      $54       $ 94      $204
 Aetna Income Shares                         $ 90      $108      $130      $206       $18      $55       $ 95      $206
 Aetna Variable Encore Fund                  $ 90      $109      $131      $208       $18      $56       $ 96      $208
 Aetna Investment Advisers Fund, Inc.        $ 90      $108      $130      $206       $18      $55       $ 95      $206
 Aetna Ascent Variable Portfolio             $ 93      $118      $147      $240       $21      $65       $111      $240
 Aetna Crossroads Variable Portfolio         $ 93      $118      $147      $240       $21      $65       $111      $240
 Aetna Legacy Variable Portfolio             $ 93      $118      $147      $240       $21      $65       $111      $240
 Alger American Balanced Portfolio           $ 96      $129      $164      $276       $25      $75       $129      $276
 Alger American Growth Portfolio             $ 95      $125      $157      $262       $23      $71       $122      $262
 Alger American Income and Growth
  Portfolio                                  $ 94      $121      $152      $250       $22      $68       $116      $250
 Alger American Leveraged AllCap
  Portfolio                                  $102      $146      $192      $330       $30      $92       $157      $330
 Alger American MidCap Growth Portfolio      $ 95      $126      $159      $266       $24      $72       $124      $266
 Alger American Small Cap Portfolio          $ 96      $127      $160      $268       $24      $73       $125      $268
 Federated American Leaders Fund II          $ 95      $124      $157      $261       $23      $71       $122      $261
 Federated Fund for U.S. Government
  Securities II                              $ 94      $123      $154      $255       $23      $69       $119      $255
 Federated High Income Bond Fund II          $ 94      $123      $154      $255       $23      $69       $119      $255
 Federated Utility Fund II                   $ 95      $124      $157      $261       $23      $71       $122      $261
 Fidelity VIP Equity-Income Portfolio        $ 93      $117      $145      $236       $21      $64       $109      $236
 Fidelity VIP Growth Portfolio               $ 94      $120      $149      $245       $22      $66       $114      $245
 Fidelity VIP High Income Portfolio          $ 94      $120      $150      $246       $22      $67       $114      $246
 Fidelity VIP Overseas Portfolio             $ 95      $126      $160      $267       $24      $73       $125      $267
 Fidelity VIP II Asset Manager Portfolio     $ 94      $123      $154      $254       $22      $69       $118      $254
 Fidelity VIP II Contrafund Portfolio        $ 94      $120      $150      $247       $22      $67       $115      $247
 Fidelity VIP II Index 500 Portfolio         $ 90      $107      $128      $201       $17      $54       $ 92      $201
 Fidelity VIP II Investment Grade Bond
  Portfolio                                  $ 92      $116      $144      $234       $20      $63       $108      $234
 Janus Aspen Aggressive Growth Portfolio     $ 95      $125      $157      $262       $23      $71       $122      $262
 Janus Aspen Balanced Portfolio              $100      $140      $183      $312       $28      $87       $147      $312
 Janus Aspen Flexible Income Portfolio       $ 97      $131      $168      $283       $25      $78       $133      $283
 Janus Aspen Growth Portfolio                $ 94      $122      $153      $253       $22      $69       $118      $253
 Janus Aspen Short-Term Bond Portfolio       $ 94      $120      $149      $245       $22      $66       $114      $245
 Janus Aspen Worldwide Growth Portfolio      $ 95      $126      $159      $266       $24      $72       $124      $266
 Lexington Emerging Markets Fund, Inc.       $103      $151      $202      $348       $32      $98       $166      $348
 Lexington Natural Resources Trust           $101      $143      $188      $321       $29      $89       $152      $321
 MFS Emerging Growth Series                  $ 96      $129      $164      $276       $25      $75       $129      $276
 MFS Research Series                         $ 96      $129      $164      $276       $25      $75       $129      $276
 MFS Total Return Series                     $ 96      $129      $164      $276       $25      $75       $129      $276
 MFS World Governments Series                $ 96      $129      $164      $276       $25      $75       $129      $276
 TCI Balanced                                $ 96      $129      $164      $276       $25      $75       $129      $276
 TCI Growth                                  $ 96      $129      $164      $276       $25      $75       $129      $276
 TCI International                           $101      $144      $189      $324       $30      $90       $154      $324
</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 - 4
<PAGE>
                        CONDENSED FINANCIAL INFORMATION
   (SELECTED DATA FOR ACCUMULATION UNITS OUTSTANDING THROUGHOUT EACH PERIOD)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
THE  CONDENSED  FINANCIAL  INFORMATION  PRESENTED  BELOW  FOR  THE  PERIOD ENDED
DECEMBER 31,  1995 IS  DERIVED FROM  THE FINANCIAL  STATEMENTS OF  THE  SEPARATE
ACCOUNT,  WHICH FINANCIAL STATEMENTS HAVE BEEN AUDITED BY KPMG PEAT MARWICK LLP,
INDEPENDENT AUDITORS. THE FINANCIAL  STATEMENTS AS OF AND  FOR THE PERIOD  ENDED
DECEMBER  31, 1995 AND THE INDEPENDENT AUDITORS' REPORT THEREON, ARE INCLUDED IN
THE STATEMENT OF ADDITIONAL INFORMATION.
 
<TABLE>
<CAPTION>
                                                           1995
                                                       -------------
 <S>                                                   <C>
 AETNA VARIABLE FUND
 Value at beginning of period                             $10.000(2)
 Value at end of period                                   $10.406
 Increase (decrease) in value of accumulation unit(1)        4.06%
 Number of accumulation units outstanding at end of
  period                                                        0
 AETNA INCOME SHARES
 Value at beginning of period                             $10.000(2)
 Value at end of period                                   $10.270
 Increase (decrease) in value of accumulation unit(1)        2.70%
 Number of accumulation units outstanding at end of
  period                                                        0
 AETNA VARIABLE ENCORE FUND
 Value at beginning of period                             $10.000(2)
 Value at end of period                                   $10.089
 Increase (decrease) in value of accumulation unit(1)        0.89%
 Number of accumulation units outstanding at end of
  period                                                        0
 AETNA INVESTMENT ADVISERS FUND, INC.
 Value at beginning of period                             $10.000(2)
 Value at end of period                                   $10.375
 Increase (decrease) in value of accumulation unit(1)        3.75%
 Number of accumulation units outstanding at end of
  period                                                        0
 AETNA ASCENT VARIABLE PORTFOLIO
 Value at beginning of period                             $10.000(2)
 Value at end of period                                   $10.402
 Increase (decrease) in value of accumulation unit(1)        4.02%
 Number of accumulation units outstanding at end of
  period                                                        0
 AETNA CROSSROADS VARIABLE PORTFOLIO
 Value at beginning of period                             $10.000(2)
 Value at end of period                                   $10.349
 Increase (decrease) in value of accumulation unit(1)        3.49%
 Number of accumulation units outstanding at end of
  period                                                        0
 AETNA LEGACY VARIABLE PORTFOLIO
 Value at beginning of period                             $10.000(2)
 Value at end of period                                   $10.315
 Increase (decrease) in value of accumulation unit(1)        3.15%
 Number of accumulation units outstanding at end of
  period                                                        0
 ALGER AMERICAN BALANCED PORTFOLIO
 Value at beginning of period                             $10.000(2)
 Value at end of period                                   $ 9.863
 Increase (decrease) in value of accumulation unit(1)       (1.37)%
 Number of accumulation units outstanding at end of
  period                                                        0
</TABLE>
 
- --------------------------------------------------------------------------------
                                AUV HISTORY - 1
<PAGE>
                  CONDENSED FINANCIAL INFORMATION (CONTINUED)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                           1995
                                                       -------------
 <S>                                                   <C>
 ALGER AMERICAN GROWTH PORTFOLIO
 Value at beginning of period                             $10.000(2)
 Value at end of period                                   $ 9.790
 Increase (decrease) in value of accumulation unit(1)       (2.10)%
 Number of accumulation units outstanding at end of
  period                                                    3,750
 ALGER AMERICAN INCOME AND GROWTH PORTFOLIO
 Value at beginning of period                             $10.000(2)
 Value at end of period                                   $ 9.605
 Increase (decrease) in value of accumulation unit(1)       (3.95)%
 Number of accumulation units outstanding at end of
  period                                                        0
 ALGER AMERICAN LEVERAGED ALLCAP PORTFOLIO
 Value at beginning of period                             $10.000(2)
 Value at end of period                                   $10.129
 Increase (decrease) in value of accumulation unit(1)        1.29%
 Number of accumulation units outstanding at end of
  period                                                        0
 ALGER AMERICAN MIDCAP PORTFOLIO
 Value at beginning of period                             $10.000(2)
 Value at end of period                                    $9.668
 Increase (decrease) in value of accumulation unit(1)       (3.32)%
 Number of accumulation units outstanding at end of
  period                                                        0
 ALGER AMERICAN SMALL CAP PORTFOLIO
 Value at beginning of period                             $10.000(2)
 Value at end of period                                   $ 9.541
 Increase (decrease) in value of accumulation unit(1)       (4.59)%
 Number of accumulation units outstanding at end of
  period                                                    3,750
 FEDERATED AMERICAN LEADERS FUND II
 Value at beginning of period                             $10.000(2)
 Value at end of period                                   $11.378
 Increase (decrease) in value of accumulation unit(1)       13.78%
 Number of accumulation units outstanding at end of
  period                                                1,444,344
 FEDERATED FUND FOR U.S. GOVERNMENT SECURITIES II
 Value at beginning of period                             $10.000(3)
 Value at end of period                                   $10.521
 Increase (decrease) in value of accumulation unit(1)        5.21%
 Number of accumulation units outstanding at end of
  period                                                  150,860
 FEDERATED HIGH INCOME BOND FUND II
 Value at beginning of period                             $10.000(3)
 Value at end of period                                   $10.576
 Increase (decrease) in value of accumulation unit(1)        5.76%
 Number of accumulation units outstanding at end of
  period                                                  302,293
 FEDERATED UTILITY FUND II
 Value at beginning of period                             $10.000(4)
 Value at end of period                                   $11.238
 Increase (decrease) in value of accumulation unit(1)       12.38%
 Number of accumulation units outstanding at end of
  period                                                  451,294
</TABLE>
 
- --------------------------------------------------------------------------------
                                AUV HISTORY - 2
<PAGE>
                  CONDENSED FINANCIAL INFORMATION (CONTINUED)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                           1995
                                                       -------------
 <S>                                                   <C>
 FIDELITY VIP EQUITY-INCOME PORTFOLIO
 Value at beginning of period                             $10.000(2)
 Value at end of period                                   $10.521
 Increase (decrease) in value of accumulation unit(1)        5.21%
 Number of accumulation units outstanding at end of
  period                                                        0
 FIDELITY VIP GROWTH PORTFOLIO
 Value at beginning of period                             $10.000(2)
 Value at end of period                                   $ 9.674
 Increase (decrease) in value of accumulation unit(1)       (3.26)%
 Number of accumulation units outstanding at end of
  period                                                        0
 FIDELITY VIP HIGH INCOME PORTFOLIO
 Value at beginning of period                             $10.000(2)
 Value at end of period                                   $10.149
 Increase (decrease) in value of accumulation unit(1)        1.49%
 Number of accumulation units outstanding at end of
  period                                                        0
 FIDELITY VIP OVERSEAS PORTFOLIO
 Value at beginning of period                             $10.000(2)
 Value at end of period                                   $10.255
 Increase (decrease) in value of accumulation unit(1)        2.55%
 Number of accumulation units outstanding at end of
  period                                                        0
 FIDELITY VIP II ASSET MANAGER PORTFOLIO
 Value at beginning of period                             $10.000(2)
 Value at end of period                                   $10.332
 Increase (decrease) in value of accumulation unit(1)        3.32%
 Number of accumulation units outstanding at end of
  period                                                        0
 FIDELITY VIP II CONTRAFUND PORTFOLIO
 Value at beginning of period                             $10.000(2)
 Value at end of period                                   $10.111
 Increase (decrease) in value of accumulation unit(1)        1.11%
 Number of accumulation units outstanding at end of
  period                                                        0
 FIDELITY VIP II INDEX 500 PORTFOLIO
 Value at beginning of period                             $10.000(2)
 Value at end of period                                   $10.506
 Increase (decrease) in value of accumulation unit(2)        5.06%
 Number of accumulation units outstanding at end of
  period                                                        0
 FIDELITY VIP II INVESTMENT GRADE BOND PORTFOLIO
 Value at beginning of period                             $10.000(2)
 Value at end of period                                   $10.277
 Increase (decrease) in value of accumulation unit(1)        2.77%
 Number of accumulation units outstanding at end of
  period                                                        0
 JANUS ASPEN AGGRESSIVE GROWTH
 Value at beginning of period                             $10.000(2)
 Value at end of period                                   $10.688
 Increase (decrease) in value of accumulation unit(1)        6.88%
 Number of accumulation units outstanding at end of
  period                                                        0
</TABLE>
 
- --------------------------------------------------------------------------------
                                AUV HISTORY - 3
<PAGE>
                  CONDENSED FINANCIAL INFORMATION (CONTINUED)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                           1995
                                                       -------------
 <S>                                                   <C>
 JANUS ASPEN BALANCED PORTFOLIO
 Value at beginning of period                             $10.000(2)
 Value at end of period                                   $10.509
 Increase (decrease) in value of accumulation unit(1)        5.09%
 Number of accumulation units outstanding at end of
  period                                                        0
 JANUS ASPEN FLEXIBLE INCOME PORTFOLIO
 Value at beginning of period                             $10.000(2)
 Value at end of period                                   $10.344
 Increase (decrease) in value of accumulation unit(1)        3.44%
 Number of accumulation units outstanding at end of
  period                                                        0
 JANUS ASPEN GROWTH PORTFOLIO
 Value at beginning of period                             $10.000(2)
 Value at end of period                                   $10.422
 Increase (decrease) in value of accumulation unit(1)        4.22%
 Number of accumulation units outstanding at end of
  period                                                        0
 JANUS ASPEN SHORT-TERM BOND PORTFOLIO
 Value at beginning of period                             $10.000(2)
 Value at end of period                                   $10.161
 Increase (decrease) in value of accumulation unit(1)        1.61%
 Number of accumulation units outstanding at end of
  period                                                        0
 JANUS ASPEN WORLDWIDE GROWTH PORTFOLIO
 Value at beginning of period                             $10.000(2)
 Value at end of period                                   $10.527
 Increase (decrease) in value of accumulation unit(1)        5.27%
 Number of accumulation units outstanding at end of
  period                                                        0
 LEXINGTON EMERGING MARKETS FUND, INC.
 Value at beginning of period                             $10.000(2)
 Value at end of period                                   $ 9.748
 Increase (decrease) in value of accumulation unit(1)       (2.52)%
 Number of accumulation units outstanding at end of
  period                                                    2,550
 LEXINGTON NATURAL RESOURCES TRUST
 Value at beginning of period                             $10.000(2)
 Value at end of period                                   $10.546
 Increase (decrease) in value of accumulation unit(1)        5.46%
 Number of accumulation units outstanding at end of
  period                                                        0
 TCI BALANCED
 Value at beginning of period                             $10.000(2)
 Value at end of period                                   $10.202
 Increase (decrease) in value of accumulation unit(1)        2.02%
 Number of accumulation units outstanding at end of
  period                                                        0
 TCI GROWTH
 Value at beginning of period                             $10.000(2)
 Value at end of period                                   $ 9.746
 Increase (decrease) in value of accumulation unit(1)       (2.54)%
 Number of accumulation units outstanding at end of
  period                                                        0
</TABLE>
 
- --------------------------------------------------------------------------------
                                AUV HISTORY - 4
<PAGE>
                  CONDENSED FINANCIAL INFORMATION (CONTINUED)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                           1995
                                                       -------------
 <S>                                                   <C>
 TCI INTERNATIONAL
 Value at beginning of period                             $10.000(2)
 Value at end of period                                   $10.261
 Increase (decrease) in value of accumulation unit(1)        2.61%
 Number of accumulation units outstanding at end of
  period                                                        0
</TABLE>
 
(1) The above figures are calculated  by subtracting the beginning  Accumulation
    Unit  value from the ending Accumulation  Unit value during a calendar year,
    and dividing  the result  by the  beginning Accumulation  Unit value.  These
    figures  do not reflect the deferred sales charge or the fixed dollar annual
    maintenance fee,  if  any.  Inclusion  of these  charges  would  reduce  the
    investment results shown.
(2) 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.
(3) 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.
(4) 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.
 
- --------------------------------------------------------------------------------
                                AUV HISTORY - 5
<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.
 
- -AETNA VARIABLE FUND  seeks to maximize  total return through  investments in  a
 diversified  portfolio of common stocks  and securities convertible into common
 stock.(1)
 
- -AETNA INCOME SHARES seeks to maximize total return, consistent with  reasonable
 risk,  through investments in  a diversified portfolio  consisting primarily of
 debt securities.(1)
 
- -AETNA VARIABLE ENCORE  FUND seeks  to provide high  current return,  consistent
 with  preservation of capital and liquidity, through investment in high-quality
 
- --------------------------------------------------------------------------------
                                       1
<PAGE>
 money market instruments.  An investment  in the  Fund is  neither insured  nor
 guaranteed by the U.S. Government.(1)
 
- -AETNA  INVESTMENT ADVISERS FUND, INC. is a managed fund which seeks to maximize
 investment return consistent with reasonable  safety of principal by  investing
 in  one  or  more  of  the following  asset  classes:  stocks,  bonds  and cash
 equivalents based on the  Company's judgment of which  of those sectors or  mix
 thereof offers the best investment prospects.(1)
 
- -AETNA  GENERATION PORTFOLIOS,  INC.--AETNA ASCENT  VARIABLE PORTFOLIO  seeks to
 provide capital appreciation by allocating  its investments among equities  and
 fixed  income securities. The Portfolio is  managed for investors who generally
 have an investment horizon  exceeding 15 years,  and who have  a high level  of
 risk tolerance.(1)
 
- -AETNA GENERATION PORTFOLIOS, INC.--AETNA CROSSROADS VARIABLE PORTFOLIO seeks to
 provide  total return (i.e., income and capital appreciation, both realized and
 unrealized) by  allocating  its investments  among  equities and  fixed  income
 securities.  The  Portfolio  is managed  for  investors who  generally  have an
 investment horizon exceeding  10 years and  who have a  moderate level of  risk
 tolerance.(1)
 
- -AETNA  GENERATION PORTFOLIOS,  INC.--AETNA LEGACY  VARIABLE PORTFOLIO  seeks to
 provide total return consistent with preservation of capital by allocating  its
 investments  among  equities  and  fixed income  securities.  The  Portfolio is
 managed for investors who generally  have an investment horizon exceeding  five
 years and who have a low level of risk tolerance.(1)
 
- -ALGER AMERICAN FUND--ALGER AMERICAN BALANCED PORTFOLIO seeks current income and
 long-term  capital appreciation by investing in  common stocks and fixed income
 securities, with emphasis on income-producing  securities which appear to  have
 some potential for capital appreciation.(2)
 
- -ALGER  AMERICAN FUND--ALGER  AMERICAN GROWTH PORTFOLIO  seeks long-term capital
 appreciation by  investing  in a  diversified,  actively managed  portfolio  of
 equity  securities.  The Portfolio  primarily invests  in equity  securities of
 companies which have a market capitalization of $1 billion or greater.(2)
 
- -ALGER AMERICAN FUND--ALGER AMERICAN  INCOME AND GROWTH  PORTFOLIO seeks a  high
 level  of  dividend income  to the  extent  consistent with  prudent investment
 management by investing primarily in dividend paying equity securities. Capital
 appreciation is a secondary objective of the Portfolio.(2)
 
- -ALGER AMERICAN FUND--ALGER AMERICAN LEVERAGED ALLCAP PORTFOLIO seeks  long-term
 capital  appreciation by investing in a diversified, actively managed portfolio
 of equity securities. Income is a consideration in the selection of investments
 but is not an investment objective  of the Portfolio. The Portfolio may  engage
 in  leveraging  (up  to  33  1/3%)  of  its  assets  and  options  and  futures
 transactions, which  are deemed  to  be speculative  and  which may  cause  the
 Portfolio's net asset value to fluctuate.(2)
 
- -ALGER  AMERICAN FUND--ALGER  AMERICAN MIDCAP  GROWTH PORTFOLIO  seeks long-term
 capital appreciation. Except during temporary defensive periods, the  Portfolio
 invests  at least  65% of  its total assets  in equity  securities of companies
 that,  at  the  time  of  purchase   of  the  securities,  have  total   market
 capitalization  within the  range of companies  included in the  S&P MidCap 400
 Index, updated quarterly.  The S&P MidCap  400 Index is  designed to track  the
 performance of medium capitalization companies. As of March 31, 1996, the range
 of   market  capitalization  of  these  companies  was  $153  million  to  $8.9
 billion.(2)
 
- -ALGER  AMERICAN  FUND--ALGER  AMERICAN  SMALL  CAPITALIZATION  PORTFOLIO  seeks
 long-term  capital appreciation. Except during temporary defensive periods, the
 Portfolio invests at  least 65%  of its total  assets in  equity securities  of
 companies  that, at the time  of purchase of the  securities, have total market
 capitalization within  the range  of  companies included  in the  Russell  2000
 Growth  Index, updated quarterly. The Russell  2000 Growth Index is designed to
 track the performance of small capitalization companies. As of March 31,  1996,
 the  range of market capitalization of these  companies was $20 million to $3.0
 billion.(2)
 
- -FEDERATED INSURANCE SERIES--FEDERATED  AMERICAN LEADERS FUND  II (FORMERLY  IMS
 EQUITY  GROWTH & INCOME FUND) seeks to  achieve long-term growth of capital and
 to provide  income. The  Fund pursues  its investment  objective by  investing,
 under normal circumstances, at least 65% of its total assets in common stock of
 "blue-chip"   companies.  "Blue-chip"  companies   generally  are  top-quality,
 established growth companies which, in the opinion of the Adviser meet  certain
 criteria.(3)
 
- --------------------------------------------------------------------------------
                                       2
<PAGE>
- -FEDERATED  INSURANCE SERIES--FEDERATED  FUND FOR U.S.  GOVERNMENT SECURITIES II
 (FORMERLY IMS U.S. GOVERNMENT BOND FUND)  seeks to provide current income.  The
 Fund pursues its investment objective by investing at least 65% of the value of
 its  total assets in securities issued or guaranteed as to payment of principal
 and interest by the U.S. government, its agencies or instrumentalities.(3)
 
- -FEDERATED INSURANCE SERIES--FEDERATED  HIGH INCOME BOND  FUND II (FORMERLY  IMS
 CORPORATE  BOND FUND)  seeks high  current income  by investing  primarily in a
 diversified portfolio of  professionally managed fixed  income securities.  The
 fixed-income  securities in  which the Fund  intends to  invest are lower-rated
 corporate debt obligations (commonly known as "junk bonds" or "high yield, high
 risk bonds"  which  involve  significant  degree  of  risk).  (See  the  Fund's
 prospectus  for  a discussion  of  the risk  factors  involved in  investing in
 lower-rated corporate debt obligations).(3)
 
- -FEDERATED INSURANCE  SERIES--FEDERATED UTILITY  FUND II  (FORMERLY IMS  UTILITY
 FUND) seeks to achieve high current income and moderate capital appreciation by
 investing  primarily in a  professionally managed and  diversified portfolio of
 equity  and  debt  securities  of   utility  companies.  Under  normal   market
 conditions, the Fund will invest at least 65% of its total assets in securities
 of utility companies.(3)
 
- -FIDELITY  INVESTMENTS VARIABLE INSURANCE PRODUCTS FUND--EQUITY-INCOME PORTFOLIO
 seeks reasonable  income  by  investing primarily  in  income-producing  equity
 securities. In selecting investments, the Fund also considers the potential for
 capital appreciation.(4)
 
- -FIDELITY  INVESTMENTS VARIABLE INSURANCE  PRODUCTS FUND--GROWTH PORTFOLIO seeks
 capital appreciation  by  investing  mainly  in  common  stocks,  although  its
 investments are not restricted to any one type of security.(4)
 
- -FIDELITY  INVESTMENTS VARIABLE  INSURANCE PRODUCTS  FUND--HIGH INCOME PORTFOLIO
 seeks to obtain a high level of current income by investing primarily in  high-
 yielding,  lower-rated, fixed income securities,  while also considering growth
 of capital. Lower-rated corporate debt obligations are commonly known as  "junk
 bonds"  or "high yield, high risk bonds" and involve significant degree of risk
 (see the Fund's  prospectus for a  discussion of the  risk factors involved  in
 investing in lower-rated corporate debt obligations).(4)
 
- -FIDELITY INVESTMENTS VARIABLE INSURANCE PRODUCTS FUND--OVERSEAS PORTFOLIO seeks
 long-term growth by investing mainly in foreign securities (at least 65% of the
 Fund's  total assets  in securities  of issuers  from at  least three countries
 outside of North America).(4)
 
- -FIDELITY  INVESTMENTS  VARIABLE  INSURANCE  PRODUCTS  FUND  II--ASSET   MANAGER
 PORTFOLIO  seeks  high total  return with  reduced risk  over the  long-term by
 allocating its assets among domestic  and foreign stocks, bonds and  short-term
 fixed-income instruments.(4)
 
- -FIDELITY  INVESTMENTS VARIABLE INSURANCE PRODUCTS FUND II--CONTRAFUND PORTFOLIO
 seeks maximum total  return over the  long term by  investing mainly in  equity
 securities of companies that are undervalued or out-of-favor.(4)
 
- -FIDELITY  INVESTMENTS VARIABLE INSURANCE PRODUCTS  FUND II--INDEX 500 PORTFOLIO
 seeks to provide  investment results  that correspond  to the  total return  of
 common  stocks  publicly  traded  in  the  United  States  by  duplicating  the
 composition and total return  of the Standard &  Poor's Composite Index of  500
 Stocks.(4)
 
- -FIDELITY INVESTMENTS VARIABLE INSURANCE PRODUCTS FUND II--INVESTMENT GRADE BOND
 PORTFOLIO  seeks as high  a level of  current income as  is consistent with the
 preservation of  capital by  investing  in a  broad range  of  investment-grade
 fixed-income securities.(4)
 
- -JANUS  ASPEN SERIES--AGGRESSIVE GROWTH PORTFOLIO  is a NONDIVERSIFIED portfolio
 that seeks long-term growth  of capital. The  Portfolio pursues its  investment
 objective by normally investing at least 50% of its equity assets in securities
 issued by medium-sized companies. Medium-sized companies are those whose market
 capitalizations  fall within  the range of  companies in  the S &  P MidCap 400
 Index, which as of  December 29, 1995  included companies with  capitalizations
 between  approximately $118 million and $7.5  billion, but which is expected to
 change on a regular basis.(5)
 
- -JANUS  ASPEN  SERIES--BALANCED  PORTFOLIO   seeks  long-term  capital   growth,
 consistent  with preservation  of capital and  balanced by  current income. The
 Portfolio pursues its investment objective  by investing 40%-60% of its  assets
 in  securities selected primarily for their growth potential and 40%-60% of its
 assets in securities selected primarily for their income potential.(5)
 
- -JANUS ASPEN SERIES--FLEXIBLE  INCOME PORTFOLIO  seeks to  obtain maximum  total
 return, consistent with
 
- --------------------------------------------------------------------------------
                                       3
<PAGE>
 preservation  of capital. Total return is expected to result from a combination
 of current income and capital appreciation. The Portfolio invests in all  types
 of  income  producing  securities and  may  have substantial  holdings  of debt
 securities rated below investment grade (e.g., junk bonds).(5)
 
- -JANUS ASPEN SERIES--GROWTH  PORTFOLIO seeks  long-term growth of  capital in  a
 manner  consistent with the preservation of  capital. The Portfolio pursues its
 investment objective by investing in common stocks of companies of any size.(5)
 
- -JANUS ASPEN SERIES--SHORT-TERM BOND PORTFOLIO seeks as high a level of  current
 income as is consistent with preservation of capital. The portfolio pursues its
 investment  objective  by  investing primarily  in  short-and intermediate-term
 fixed income securities.(5)
 
- -JANUS ASPEN  SERIES--WORLDWIDE  GROWTH  PORTFOLIO  seeks  long-term  growth  of
 capital  in a  manner consistent  with preservation  of capital.  The Portfolio
 pursues its investment objective primarily through investments in common stocks
 of foreign and domestic issuers.(5)
 
- -LEXINGTON EMERGING  MARKETS  FUND,  INC.  seeks  long-term  growth  of  capital
 primarily through investment in equity securities of companies domiciled in, or
 doing  business  in emerging  countries  and emerging  markets.  Investments in
 emerging markets involve risks not present in domestic markets. See the  Fund's
 prospectus for information on risks inherent in this investment.(6)
 
- -LEXINGTON  NATURAL  RESOURCES TRUST  is a  NONDIVERSIFIED portfolio  that seeks
 long-term growth of capital  through investment primarily  in common stocks  of
 companies which own or develop natural resources and other basic commodities or
 supply goods and services to such companies.(6)
 
- -MFS  EMERGING GROWTH  SERIES seeks  to provide  long-term growth  of capital by
 investing  primarily  (i.e.,  at   least  80%  of   its  assets  under   normal
 circumstances)  in common  stocks of companies  that MFS believes  are early in
 their life  cycle but  which have  the potential  to become  major  enterprises
 (emerging  growth  companies).  Dividend  and  interest  income  from portfolio
 securities, if  any,  is incidental  to  the Series'  investment  objective  of
 long-term growth of capital.(7)
 
- -MFS  RESEARCH SERIES  seeks to provide  long-term growth of  capital and future
 income  by   allocating  the   Series'  assets   to  industry   groups   (e.g.,
 pharmaceuticals, retail and computer software). A substantial proportion of the
 Series'  assets will be invested in the common stocks or securities convertible
 into common  stocks  of  companies  believed to  possess  better  than  average
 prospects  for  long-term growth.  A smaller  proportion of  its assets  may be
 invested in bonds,  short-term obligations, preferred  stocks or common  stocks
 whose principal characteristic is income production rather than growth.(7)
 
- -MFS  TOTAL RETURN SERIES  seeks to provide above-average  income (compared to a
 portfolio invested entirely in equity  securities) consistent with the  prudent
 employment  of  capital.  Its  secondary  objective  is  to  provide reasonable
 opportunity for growth of capital  and income. Under normal market  conditions,
 at  least 25%  of the  Total Return  Series' assets  will be  invested in fixed
 income securities, and at least 40% and no more than 75% of the Series'  assets
 will be invested in equity securities.(7)
 
- -MFS  WORLD GOVERNMENT  SERIES seeks not  only preservation, but  also growth of
 capital, together with moderate current income. The Series seeks to achieve its
 objective  through  a   professionally  managed,  internationally   diversified
 portfolio consisting primarily of debt securities and to a lesser extent equity
 securities.  Consistent with its investment  objective and policies, the Series
 may invest up to 100%  (and generally expects to invest  not more than 80%)  of
 its  net  assets  in  foreign  securities  which  are  not  traded  on  a  U.S.
 exchange.(7)
 
- -TCI PORTFOLIOS, INC.--TCI  BALANCED (a  Twentieth Century  fund) seeks  capital
 growth   and  current  income.   It  seeks  capital   growth  by  investing  in
 approximately 60%  of  the  Portfolio's  assets  in  common  stocks  (including
 securities  convertible  into common  stocks)  and other  securities  that meet
 certain fundamental and technical standards of selection and, in the opinion of
 the Fund's  management, have  better-than-average potential  for  appreciation.
 Management  intends to maintain approximately 40%  of the Portfolio's assets in
 fixed income securities.(8)
 
- -TCI PORTFOLIOS,  INC.--TCI  GROWTH (a  Twentieth  Century fund)  seeks  capital
 growth.  The Fund seeks to achieve its  objective by investing in common stocks
 (including securities convertible into common stocks) and other securities that
 meet certain fundamental and
 
- --------------------------------------------------------------------------------
                                       4
<PAGE>
 technical standards of selection and, in  the opinion of the Fund's  investment
 manager, have better than average potential for appreciation.(8)
 
- -TCI  PORTFOLIOS,  INC.--TCI  INTERNATIONAL  (a  Twentieth  Century  fund) seeks
 capital  growth  by  investing  primarily  in  an  internationally  diversified
 portfolio  of common stocks that are considered by management to have prospects
 for appreciation.  The Fund  will  invest primarily  in securities  of  issuers
 located in countries with developed economies.(8)
 
Investment Advisers for each of the Funds:
(1) Aetna Life Insurance and Annuity Company
(2) Fred Alger Management, Inc.
(3) Federated Advisers
(4) Fidelity Research & Management Company
(5) Janus Capital Corporation
(6) Lexington Management Corporation (adviser); Market Systems Research
    Advisors, Inc. serves as the subadviser for the Lexington Natural Resources
    Trust
(7) Massachusetts Financial Services Company ("MFS")
(8) Investors Research Corporation
 
    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.)
 
                                    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."
 
- --------------------------------------------------------------------------------
                                       5
<PAGE>
    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 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 $1,000 and 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.")
 
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,
 
- --------------------------------------------------------------------------------
                                       6
<PAGE>
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.
 
    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  0.15% 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.
 
- --------------------------------------------------------------------------------
                                       7
<PAGE>
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>
                                          DEFERRED
                                            SALES
YEARS SINCE RECEIPT OF                     CHARGE
PURCHASE PAYMENT                          DEDUCTION
- ----------------------------------------  ---------
<S>                                       <C>
Less than 2                                    7%
2 or more but less than 4                      6%
4 or more but less than 5                      5%
5 or more but less than 6                      4%
6 or more but less than 7                      3%
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 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
 
- --------------------------------------------------------------------------------
                                       8
<PAGE>
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 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;
 
- --------------------------------------------------------------------------------
                                       9
<PAGE>
(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 0.15% 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.
 
                                  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
 
- --------------------------------------------------------------------------------
                                       10
<PAGE>
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 21, 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.
 
    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.
 
- --------------------------------------------------------------------------------
                                       11
<PAGE>
                    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 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.")
 
- --------------------------------------------------------------------------------
                                       12
<PAGE>
    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
 
- - 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). As of  the date of this
  Prospectus, Aetna  Variable Fund,  Aetna Income  Shares and  Aetna  Investment
  Advisers  Fund, Inc. are  the only Subaccounts  available; however, additional
  Subaccounts may be available under some  Annuity Options in the future.  ("See
  Annuity Options.")
 
- --------------------------------------------------------------------------------
                                       13
<PAGE>
    Annuity  Payments will not begin until  you have selected an Annuity Option.
Until a  date  and  option  are  elected,  the  Account  will  continue  in  the
Accumulation  Period. 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 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
 
- --------------------------------------------------------------------------------
                                       14
<PAGE>
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
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
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 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
 
- --------------------------------------------------------------------------------
                                       15
<PAGE>
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
significantly 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 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.
 
- --------------------------------------------------------------------------------
                                       16
<PAGE>
    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.
 
    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
 
- --------------------------------------------------------------------------------
                                       17
<PAGE>
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  advisor  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  advisor  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 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
distribution made when the participant (a) attains age
 
- --------------------------------------------------------------------------------
                                       18
<PAGE>
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 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
 
- --------------------------------------------------------------------------------
                                       19
<PAGE>
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 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.
 
- --------------------------------------------------------------------------------
                                       20
<PAGE>
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
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
DISTRIBUTION
 
    Aetna  Life  Insurance  and  Annuity Company  ("ALIAC")  will  serve  as the
Principal 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, the Company 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.
 
    ALIAC may also contract with independent third party broker-dealers who will
act  as  wholesalers  by  assisting ALIAC  in  finding  broker-dealers  or banks
interested in acting as  Distributors for the  Contracts. These wholesalers  may
also provide training, marketing and other sales related functions for ALIAC and
other  Distributors and may provide certain  administrative services to ALIAC in
connection with the Contracts. ALIAC may pay such wholesalers compensation based
on Purchase Payments for the  Contracts purchased through Distributors  selected
by the wholesaler.
 
    ALIAC  may also  designate third parties  to provide  services in connection
with  the  Contracts  such  as  reviewing  applications  for  completeness   and
compliance  with  insurance  requirements and  providing  the  Distributors with
approved marketing material, prospectuses or other supplies. These parties  will
also  receive payments  based on  Purchase Payments  for their  services, to the
extent such payments are  allowed by applicable securities  laws. All costs  and
expenses related to these services will be paid by ALIAC.
 
    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  6.5%  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
0.40% of assets  due to Purchase  Payments (which, when  combined, could  exceed
6.5% 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.
 
- --------------------------------------------------------------------------------
                                       21
<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
 
- --------------------------------------------------------------------------------
                                       22
<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.
 
- --------------------------------------------------------------------------------
                                       23
<PAGE>
                                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:
 
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
 
- --------------------------------------------------------------------------------
                                       24
<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.
 
- --------------------------------------------------------------------------------
                                       25
<PAGE>
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.
 
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, only a 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.
 
- --------------------------------------------------------------------------------
                                       26

<PAGE>



Insurance products offered by:
Aetna Life Insurance and Annuity Company



Securities offered through:
Aetna Investment Services, Inc.
151 Farmington Avenue
Hartford, CT 06156



Visit our home page on the Internet
http://www.aetna.com











[LOGO]

Aetna
Retirement
Services, Inc.














Printed on recycled paper

59749-2


<PAGE>

                     VARIABLE ANNUITY ACCOUNT I
                                 OF
                  AETNA INSURANCE COMPANY OF AMERICA

         STATEMENT OF ADDITIONAL INFORMATION DATED  MAY 1, 1996

                           AICA Marathon Plus

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...........................................  5
Sales Material and Advertising.............................  6
Independent Auditors.......................................  7
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 Company receives reimbursement for certain administrative 
costs from some unaffiliated sponsors of the Funds used as funding options 
under the Contract.  These fees generally range up to 0.25%.

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:

                                       1


<PAGE>


<TABLE>

<S>                                         <C>
Aetna Variable Fund                                Fidelity VIP Overseas Portfolio
Aetna Income Shares                                Fidelity VIP II Asset Manager Portfolio
Aetna Variable Encore Fund                         Fidelity VIP II Contrafund Portfolio
Aetna Investment Advisers Fund, Inc.               Fidelity VIP II Index 500 Portfolio
Aetna Ascent Variable Portfolio                    Fidelity VIP II Investment Grade Bond Portfolio
Aetna Crossroads Variable Portfolio                Janus Aspen Aggressive Growth Portfolio
Aetna Legacy Variable Portfolio                    Janus Aspen Balanced Portfolio
Alger American Balanced Portfolio                  Janus Aspen Flexible Income Portfolio
Alger American Growth Portfolio                    Janus Aspen Growth Portfolio
Alger American Income and Growth Portfolio         Janus Aspen Short-Term Bond Portfolio
Alger American Leveraged AllCap Portfolio          Janus Aspen Worldwide Growth Portfolio
Alger American MidCap Growth Portfolio             Lexington Emerging Markets Fund, Inc.
Alger American Small Cap Portfolio                 Lexington Natural Resources Trust
Federated American Leaders Fund II                 MFS Emerging Growth Series
Federated Fund for U.S. Government Securities II   MFS Research Series
Federated High Income Bond Fund II                 MFS Total Return Series
Federated Utility Fund II                          MFS World Governments Series
Fidelity VIP Equity-Income Portfolio               TCI Balanced
Fidelity VIP Growth Portfolio                      TCI Growth
Fidelity VIP High Income Portfolio                 TCI International
</TABLE>


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

                                     2
<PAGE>

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 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.


AVERAGE ANNUAL TOTAL RETURN QUOTATIONS - STANDARDIZED AND NON-STANDARDIZED


The tables shown below reflect 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. For 
those Subaccounts where results are not available for the full calendar 
period indicated, the percentage shown is an average annual return since 
inception (denoted with an asterisk).



<TABLE>
<CAPTION>

                                                                                                                       FUND
                                                                                                                    INCEPTION
($30 MAINTENANCE FEE)                         STANDARDIZED                           NON-STANDARDIZED                  DATE
- -----------------------------------------------------------------------------------------------------------------------------
    SUBACCOUNT                         1 Year    5 Years    10 Years       1 Year    3 Years   5 Years   10 Years
- -----------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>       <C>        <C>            <C>       <C>       <C>       <C>         <C>
Aetna Variable Fund                    21.25%    11.49%      12.11%        30.38%     10.22%    11.91%    12.11%     04/30/75

Aetna Income Shares                     8.41%     7.82%       8.37%        16.57%      6.13%     8.31%     8.37%     06/01/78

Aetna Variable Encore Fund             (2.77%)    2.59%       4.76%         4.55%      2.96%     3.22%     4.76%     09/01/75

Aetna Investment Advisers Fund, Inc.   16.65%     9.85%       8.94%*       25.43%     10.10%    10.31%     9.17%*    06/23/89

Aetna Ascent Variable Portfolio         2.02%*     n/a         n/a          9.70%*     n/a       n/a        n/a      07/03/95

Aetna Crossroads Variable Portfolio     0.98%*     n/a         n/a          8.58%*     n/a       n/a        n/a      07/03/95

Aetna Legacy Variable Portfolio         0.02%*     n/a         n/a          7.55%*     n/a       n/a        n/a      07/03/95

Alger American Balanced Portfolio      17.93%     6.69%       6.57%*       26.81%      8.34%     7.22%     6.86%*    09/05/89

Alger American Growth Portfolio        24.21%    19.56%      17.53%*       33.56%     17.27%    19.85%    17.64%*    01/08/89

Alger American Income and Growth
 Portfolio                             22.65%    10.64%       8.46%*       31.88%      9.06%    11.08%     8.46%*    11/14/88

</TABLE>

                                          3
<PAGE>

<TABLE>
<CAPTION>

                                                                                                                       FUND
                                                                                                                    INCEPTION
($30 MAINTENANCE FEE)                         STANDARDIZED                           NON-STANDARDIZED                  DATE
- -----------------------------------------------------------------------------------------------------------------------------
    SUBACCOUNT                         1 Year    5 Years    10 Years       1 Year    3 Years   5 Years   10 Years
- -----------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>       <C>        <C>            <C>       <C>       <C>       <C>         <C>
Alger American Leveraged AllCap
 Portfolio                            59.98%*    n/a         n/a          72.03%*      n/a       n/a       n/a       01/25/95

Alger American MidCap Growth 
 Portfolio                           32.45%    25.90%*       n/a          42.42%      27.13%*    n/a       n/a       04/30/93

Alger American Small Cap Portfolio   32.32%    18.58%     20.88%*         42.28%      14.41%   18.89%    20.88%*     09/21/88

Federated American Leaders Fund II   22.59%    11.69%*       n/a          31.82%      14.58%*   n/a        n/a       02/10/94

Federated Fund for U.S. Government
 Securities II                      (0.28%)     1.44%*       n/a           7.23%      4.90%*    n/a        n/a       03/28/94

Federated High Income Bond Fund II  10.28%      3.71%*       n/a          18.59%      6.95%*    n/a        n/a       03/01/94


Federated Utility Fund II           13.81%      5.17%*      n/a          22.38%       8.27%*    n/a        n/a       02/10/94

Fidelity VIP Equity-Income 
 Portfolio                          23.86%     19.31%     11.79%*        33.19%      17.91%   19.61%     11.79%*     10/22/86

Fidelity VIP Growth Portfolio       24.11%     18.76%     13.35%*        33.46%      15.68%   19.07%     13.35%*     11/07/86

Fidelity VIP High Income Portfolio  10.68%     16.91%      9.89%         19.02%      11.06%   17.24%      9.89%      10/11/85

Fidelity VIP Overseas Portfolio      0.56%      6.06%      5.84%*         8.13%      13.67%    6.60%      5.84%*     02/13/87

Fidelity VIP II Asset Manager
 Portfolio                           7.23%     10.73%      9.44%*        15.30%       8.47%   11.17%      9.68%*     09/06/89

Fidelity VIP II Contrafund 
 Portfolio                          28.03%*     n/a         n/a          37.67%*       n/a     n/a         n/a       01/03/95

Fidelity VIP II Index 500 
 Portfolio                          25.79%     12.69%*      n/a          35.26%       13.38%  13.82%*      n/a       08/27/92

Fidelity VIP II Investment Grade
 Bond Portfolio                      7.57%      7.16%      7.38%*        15.67%        6.28%   7.68%      7.38%*     12/05/88

Janus Aspen Aggressive Growth
 Portfolio                          16.89%     24.34%*      n/a         25.69%       25.96%*   n/a         n/a       09/13/93

Janus Aspen Balanced Portfolio      14.42%     10.32%*      n/a         23.03%       12.29%*   n/a         n/a       09/13/93

Janus Aspen Flexible Income
 Portfolio                          13.56%      6.10%*      n/a         22.11%        8.20%*   n/a         n/a       09/13/93

Janus Aspen Growth Portfolio        19.35%     11.70%*      n/a         28.33%       13.64%*   n/a         n/a       09/13/93

Janus Aspen Short-Term Bond
 Portfolio                           0.43%      0.85%*      n/a          7.99%        3.12%*   n/a         n/a       09/13/93

Janus Aspen Worldwide Growth
 Portfolio                          16.78%     17.18%*      n/a         25.57%       18.97%*   n/a         n/a       09/13/93


Lexington Emerging Markets Fund,
 Inc.                              (11.93%)    (7.60%)*     n/a         (5.30%)*     (3.82%)*  n/a         n/a       03/31/94

Lexington Natural Resources Trust    7.15%      3.84%*      n/a         15.22%        5.40%   4.75%*       n/a       10/14/91

MFS  Emerging Growth Series          8.51%*      n/a        n/a         16.68%*        n/a     n/a         n/a       07/24/95

MFS Research Series                  2.24%*      n/a        n/a          9.94%*        n/a     n/a         n/a       07/26/95

MFS Total Return Series             16.89%*      n/a        n/a         25.69%*        n/a     n/a         n/a       01/03/95

MFS World Governments Series         4.87%      4.19%*      n/a         12.76%        8.07%*   n/a         n/a       06/14/94

TCI Balanced                        11.05%      7.59%*      n/a         19.41%        7.95%   8.29%*       n/a       05/01/91


</TABLE>

                                       4


<PAGE>

<TABLE>
<CAPTION>

                                                                                                                       FUND
                                                                                                                    INCEPTION
($30 MAINTENANCE FEE)                         STANDARDIZED                           NON-STANDARDIZED                  DATE
- -----------------------------------------------------------------------------------------------------------------------------
    SUBACCOUNT                         1 Year    5 Years    10 Years       1 Year    3 Years   5 Years   10 Years
- -----------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>       <C>        <C>            <C>       <C>       <C>       <C>         <C>
TCI Growth                             20.20%    13.01%     11.44%*        29.25%     11.06%    13.40%    11.44%*    11/20/87

TCI International                       2.88%    (0.78%)*    n/a           10.62%      2.95%*     n/a       n/a      05/01/94


</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.


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.

                                       5

<PAGE>

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 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

                                       6



<PAGE>


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.








                                       7


<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. 59749(S)-2                                       AICA ED. MAY 1996




© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission