VARIABLE ANNUITY ACCOUNT I OF AETNA INSURANCE CO OF AMERICA
497, 1996-05-09
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<PAGE>
                                   PROSPECTUS
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This  Prospectus  describes  the  "Growth 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 variable annuity contracts;  (2) Individual Retirement Annuities  under
Section  408(b)  of  the Internal  Revenue  Code;  and (3)  contracts  issued in
connection with  certain employer  sponsored  qualified retirement  plans  under
Sections  401(a), 403(b) and 457 of the  Code. (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 investment
series of the  Federated Insurance  Series ("Trust"),  a Massachusetts  business
trust that is not affiliated with the Company:
 
- - Federated American Leaders Fund II
- - Federated Fund for U.S. Government Securities II
- - Federated Growth Strategies Fund II
- - Federated High Income Bond Fund II
- - Federated International Equity Fund II
- - Federated Prime Money Fund II
- - Federated Utility Fund II
 
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.
 
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 21 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.
 
THESE  SECURITIES HAVE  NOT BEEN APPROVED  OR DISAPPROVED BY  THE SECURITIES AND
EXCHANGE COMMISSION OR ANY  STATE SECURITIES COMMISSION  NOR HAS THE  SECURITIES
AND  EXCHANGE  COMMISSION OR  ANY STATE  SECURITIES  COMMISSION PASSED  UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
 
  THIS PROSPECTUS AND THE STATEMENT OF ADDITIONAL INFORMATION ARE DATED MAY 1,
                                     1996.
<PAGE>
                               TABLE OF CONTENTS
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<TABLE>
<S>                                                                                    <C>
DEFINITIONS..........................................................................     DEFINITIONS - 1
PROSPECTUS SUMMARY...................................................................         SUMMARY - 1
FEE TABLE............................................................................       FEE TABLE - 1
CONDENSED FINANCIAL INFORMATION......................................................     AUV HISTORY - 1
THE COMPANY..........................................................................                   1
VARIABLE ANNUITY ACCOUNT I...........................................................                   1
INVESTMENT OPTIONS...................................................................                   1
    The Funds........................................................................                   1
    Credited Interest Option.........................................................                   2
PURCHASE.............................................................................                   3
    Contract Availability............................................................                   3
    Purchasing Interests in the Contract.............................................                   3
    General..........................................................................                   3
    Purchase Payments................................................................                   3
    Contract Rights..................................................................                   4
    Designations of Beneficiary and Annuitant........................................                   4
    Right to Cancel..................................................................                   4
CHARGES AND DEDUCTIONS...............................................................                   5
    Daily Deductions from the Separate Account.......................................                   5
       Mortality and Expense Risk Charge.............................................                   5
       Administrative Charge.........................................................                   5
    Maintenance Fee..................................................................                   5
    Deferred Sales Charge............................................................                   5
    Fund Expenses....................................................................                   6
    Premium and Other Taxes..........................................................                   6
CONTRACT VALUATION...................................................................                   7
    Account Value....................................................................                   7
    Accumulation Units...............................................................                   7
    Net Investment Factor............................................................                   7
TRANSFERS............................................................................                   7
    Dollar Cost Averaging Program....................................................                   7
    Account Rebalancing Program......................................................                   8
WITHDRAWALS..........................................................................                   8
ADDITIONAL WITHDRAWAL OPTIONS........................................................                   9
DEATH BENEFIT DURING ACCUMULATION PERIOD.............................................                   9
    Death Benefit Amount.............................................................                   9
    Death Benefit Payment Options....................................................                  10
    Death of the Annuitant...........................................................                  11
ANNUITY PERIOD.......................................................................                  11
    Annuity Period Elections.........................................................                  11
    Partial Annuitization............................................................                  11
    Annuity Options..................................................................                  12
</TABLE>
<PAGE>
<TABLE>
<S>                                                                                    <C>
    Annuity Payments.................................................................                  12
    Charges Deducted During the Annuity Period.......................................                  12
    Death Benefit Payable During the Annuity Period..................................                  13
    Death of the Certificate Holder During the Annuity Period........................                  13
TAX STATUS...........................................................................                  13
    Introduction.....................................................................                  13
    Taxation of the Company..........................................................                  13
    Tax Status of the Contract.......................................................                  14
    Taxation of Annuity Contracts....................................................                  15
    Contracts Used with Certain Retirement Plans.....................................                  17
       Section 457 Plans.............................................................                  17
       Section 401(a) Plans..........................................................                  18
       Section 403(b) Plans..........................................................                  18
       Individual Retirement Annuities and Simplified Employee Pension Plans.........                  18
    Withholding......................................................................                  18
MISCELLANEOUS........................................................................                  19
    Distribution.....................................................................                  19
    Delay or Suspension of Payments..................................................                  19
    Performance Reporting............................................................                  19
    Voting Rights....................................................................                  20
    Modification of the Contract.....................................................                  20
    Transfers of Ownership; Assignment...............................................                  20
    Involuntary Terminations.........................................................                  20
    Legal Matters and Proceedings....................................................                  20
CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION..................................                  21
APPENDIX--AICA GUARANTEED ACCOUNT....................................................                  22
</TABLE>
 
THIS  PROSPECTUS DOES  NOT CONSTITUTE AN  OFFERING IN ANY  JURISDICTION IN WHICH
SUCH OFFERING  MAY NOT  LAWFULLY BE  MADE. THE  COMPANY DOES  NOT AUTHORIZE  ANY
PERSON TO GIVE INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THE
OFFERING CONTAINED IN THIS PROSPECTUS EXCEPT AS OTHERWISE CONTAINED HEREIN.
<PAGE>
                                  DEFINITIONS
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The following terms are defined as they are used in this Prospectus:
 
ACCOUNT:   A  record  that  identifies   contract  values  accumulated  on  each
Certificate Holder's behalf during the Accumulation Period.
 
ACCOUNT VALUE: The total dollar value of  amounts held in an Account as of  each
Valuation Date during the Accumulation Period.
 
ACCOUNT  YEAR: A  period of  twelve months  measured from  the date  on which an
Account is  established (the  effective date)  or from  an anniversary  of  such
effective date.
 
ACCUMULATION  PERIOD: The period during which Purchase Payment(s) credited to an
Account are invested to fund future annuity payments.
 
ACCUMULATION UNIT: A  measure of  the value  of each  Subaccount before  annuity
payments begin.
 
ADJUSTED  ACCOUNT VALUE: The  Account Value, plus or  minus the aggregate market
value adjustment for amounts allocated to the Guaranteed Account.
 
ADVISER: Federated Advisers, the investment adviser of the Funds.
 
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 or  acquires  an
interest  under a Contract. 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-dealers,  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 Underwriter to
distribute interests  in the  Contracts. The  Underwriter 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.
 
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                                DEFINITIONS - 1
<PAGE>
INDIVIDUAL CONTRACT HOLDER: A person or  entity who has purchased an  individual
variable  annuity  Contract (also  referred to  as  a "Certificate  Holder"). We
reserve the right to limit ownership to natural persons.
 
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).
 
1940 ACT: The Investment Company Act of 1940, as amended.
 
PURCHASE PAYMENT(S): The gross payment(s) made to the Company under an Account.
 
QUALIFIED  CONTRACTS: Contracts available for use with plans entitled to special
federal income tax treatment under Code Sections 401(a), 403(b), 408(b) or 457.
 
REGISTERED REPRESENTATIVE: The individual who is registered with a broker-dealer
acting as Distributor to offer and sell  securities, or who is an employee of  a
bank  acting as Distributor that is exempt from broker-dealer registration under
the Securities Exchange  Act of  1934. Registered Representatives  must also  be
licensed as insurance agents to sell variable annuity contracts.
 
SEPARATE ACCOUNT: Variable Annuity Account I, a separate account established for
the purpose of funding variable annuity contracts issued by the Company.
 
SUBACCOUNT(S):  The  portion  of the  assets  of  the Separate  Account  that is
allocated to a particular  Fund. Each Subaccount invests  in the shares of  only
one corresponding Fund.
 
SURRENDER VALUE: The amount payable upon the withdrawal of all or any portion of
an Account Value.
 
UNDERWRITER:  The registered broker-dealer which contracts with other registered
broker-dealers, or with banks exempt  from broker-dealer registration, to  offer
and  sell the Contracts. Aetna Life Insurance  and Annuity Company will serve as
Underwriter.
 
VALUATION DATE:  The date  and time  at which  the value  of the  Subaccount  is
calculated.  Currently, this calculation occurs at  the close of business of the
New York Stock Exchange on any normal business day, Monday through Friday,  that
the New York Stock Exchange is open.
 
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                                DEFINITIONS - 2
<PAGE>
                               PROSPECTUS SUMMARY
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- --------------------------------------------------------------------------------
 
CONTRACTS OFFERED
 
    The Contracts described in this Prospectus are group and individual deferred
variable  annuity contracts  issued by Aetna  Insurance Company  of America (the
"Company"). The purpose of the Contract  is to accumulate values and to  provide
benefits  upon retirement. The Contracts are  currently available for use as (1)
individual nonqualified purchases; (2) Individual Retirement Annuities  pursuant
to  Section 408(b)  of the  Code; and (3)  contracts issued  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.")
 
    The  Contracts are  generally group  variable annuity  contracts under which
accounts are  established for  persons in  the group.  Individual Contracts  are
offered  only in those states  where the group Contracts  are not authorized for
sale.
 
CONTRACT PURCHASE
 
    You may purchase an interest in the Contract by completing an application or
enrollment form and submitting it to the Company. Contracts may be purchased  by
two  individuals  as joint  Certificate Holders.  Joint Certificate  Holders are
allowed only on Nonqualified Contracts. A  joint Certificate Holder must be  the
spouse  of the  other joint Certificate  Holder (unless  otherwise prohibited by
state law). References to "Certificate Holders" in this Prospectus mean both  of
the  Certificate Holders on joint Accounts.  Purchase Payments can be applied to
the Contract 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 adviser, 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 fixed  rates 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
charges  and an administrative  charge), as well as  any annual maintenance fee,
transfer fees and premium and other taxes. The Funds also incur certain fees and
expenses which are deducted directly from the Funds. A deferred sales charge may
apply upon a full or partial withdrawal of the Account Value. (See the Fee Table
and "Charges and Deductions.")
 
TRANSFERS
 
    Prior to  the Annuity  Date,  and subject  to certain  limitations,  Account
Values  may be  transferred among  the Subaccounts  and the  Guaranteed Account.
Currently transfers  are  without  charge. However,  the  Company  reserves  the
 
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                                  SUMMARY - 1
<PAGE>
right to charge up to $10 if more than 12 transfers are made in a calendar year.
Transfers  can be requested  in writing or  by telephone in  accordance with the
Company's transfer procedures.  (Transfers from  the Guaranteed  Account may  be
restricted and subject to a market value adjustment. See the Appendix.)
 
    The  Company  also offers  a Dollar  Cost Averaging  Program and  an Account
Rebalancing Program. The  Dollar Cost  Averaging Program  permits the  automatic
transfer of amounts from any of the Subaccounts and the one-year Guaranteed 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 ("MVA"). (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 Certificate  Holder, or  the Annuitant  if the  Certificate Holder  is a
non-natural  person,  the   Account  Value  may   be  increased  under   certain
circumstances. (See "Death Benefit During Accumulation Period.")
 
    After Annuity Payments have commenced, a death benefit may be payable to the
Beneficiary  depending upon  the terms  of the  Contract and  the Annuity Option
selected. (See "Death Benefit Payable During the Annuity Period.")
 
THE ANNUITY PERIOD
 
    On the Annuity  Date, you  may elect  to begin  receiving Annuity  Payments.
Annuity  Payments can be made  on either a fixed,  variable or combination fixed
and variable basis. If a variable payout is selected, the payments will continue
to vary  with the  investment  performance of  the Subaccount(s)  selected.  The
Company  reserves  the right  to limit  the  number of  Subaccounts that  may be
available during the Annuity Period. (See "Annuity Period.")
 
TAXES
 
    Earnings are not generally taxed until you or your Beneficiary(ies) actually
receive a  distribution from  the Contract.  A 10%  federal tax  penalty may  be
imposed on certain withdrawals. (See "Tax Status.")
 
INQUIRIES
 
    Questions,  inquiries or requests for additional information can be directed
to your  agent  or local  representative,  or you  may  contact the  Company  as
follows:
 
<TABLE>
 <S>                                            <C>
 - Write to:                                    Aetna Insurance Company of America
                                                151 Farmington Avenue
                                                Hartford, Connecticut 06156-5996
                                                Attention: Customer Service
 
 - Call Customer Service:                       1-800-531-4547 (for automated transfers or changes
                                                in the allocation of
                                                Account Values, call: 1-800-262-3862)
</TABLE>
 
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                                  SUMMARY - 2
<PAGE>
                                   FEE TABLE
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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. The charges and  expenses shown below do  not include premium taxes  that
may be applicable. For more information regarding expenses paid out of assets of
a particular Fund, see the Fund's prospectus.
 
DIRECT CHARGES. These charges are deducted directly from the Account Value. They
include:
 
      DEFERRED  SALES  CHARGE.  The  deferred  sales  charge  is  deducted  as a
      percentage of each Purchase Payment withdrawn. The amount of the  deferred
      sales charge is calculated as follows:
 
<TABLE>
<S>                                       <C>
YEARS FROM RECEIPT OF                        DEFERRED SALES
PURCHASE PAYMENT                            CHARGE DEDUCTION
- ----------------------------------------  --------------------
Less than 1                                        7%
1 or more but less than 2                          6%
2 or more but less than 3                          5%
3 or more but less than 4                          4%
4 or more but less than 5                          3%
5 or more but less than 6                          2%
6 or more but less than 7                          1%
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.
 
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>
 
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                                 FEE TABLE - 1
<PAGE>
ANNUAL EXPENSES OF THE FUNDS
 
The  following table illustrates the advisory fees and other expenses applicable
to the Funds. Except as noted, the following figures are a percentage of average
net assets and, except where otherwise  indicated, are based on figures for  the
year  ended December 31, 1995. A Fund's "Other Expenses" include operating costs
of the Fund. These expenses are reflected in the Fund's net asset value and  are
not deducted from the Account Value.
 
<TABLE>
<CAPTION>
                                           INVESTMENT
                                            ADVISORY
                                            FEES(1)       OTHER EXPENSES   TOTAL FUND
                                         (AFTER EXPENSE   (AFTER EXPENSE     ANNUAL
                                         REIMBURSEMENT)   REIMBURSEMENT)    EXPENSES
                                         --------------   --------------   -----------
 <S>                                     <C>              <C>              <C>
 Federated American Leaders Fund II(2)        0.00%            0.85%          0.85%
 Federated Fund for U.S. Government
  Securities II(2)                            0.00%            0.80%          0.80%
 Federated Growth Strategies Fund II(2)       0.00%            0.85%          0.85%
 Federated High Income Bond Fund II(2)        0.00%            0.80%          0.80%
 Federated International Equity Fund
  II(2)                                       0.00%            1.25%          1.25%
 Federated Prime Money Fund II(2)             0.00%            0.80%          0.80%
 Federated Utility Fund II(2)                 0.00%            0.85%          0.85%
</TABLE>
 
- --------------------------
(1)The  Fund's Adviser  has agreed  to reimburse  the Company  for certain costs
   incurred in connection with administering the  Funds by payment of an  amount
   based on assets in the Funds attributable to the Contracts. These amounts are
   not  charged to  the Funds  or Certificate Holders,  but are  paid from other
   assets of the Adviser.
(2)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  ofthe  Funds  is  as  follows:  0.50%--Prime  Money  Fund II;
   0.60%--High Income Bond Fund II and  the Fund for U.S. Government  Securities
   II;  0.75%-- American Leaders Fund II,  Growth Strategies Fund II and Utility
   Fund II; and 1.00%--International Equity 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; 77.81% for the  Growth
   Strategies  Fund II; 4.20%  for the High  Income Bond Fund  II; 3.49% for the
   Prime Money Fund II; and 3.09% for  the Utility Fund II. The total  operating
   expenses  of the International Equity Fund  II are based on expenses expected
   during the fiscal year ending December 31, 1996. The total operating expenses
   for the fiscal year ended December 31,  1995 were 1.22%, and would have  been
   12.64%  absent the voluntary  waiver of the management  fee and the voluntary
   reimbursement of certain other operating expenses.
 
- --------------------------------------------------------------------------------
                                 FEE TABLE - 2
<PAGE>
HYPOTHETICAL ILLUSTRATION (EXAMPLE)
 
THIS  EXAMPLE  IS   PURELY  HYPOTHETICAL.   IT  SHOULD  NOT   BE  CONSIDERED   A
REPRESENTATION  OF PAST OR  FUTURE EXPENSES OR  EXPECTED RETURN. ACTUAL EXPENSES
AND/OR RETURN MAY BE MORE OR LESS THAN THOSE SHOWN BELOW.
 
The following  Examples  illustrate  the  expenses that  would  have  been  paid
assuming  a $1,000 investment in the Contract and a 5% return on assets. For the
purposes of these Examples,  the maximum maintenance fee  of $30.00 that can  be
deducted  under the Contract has been converted  to a percentage of assets equal
to 0.065%.
 
<TABLE>
<CAPTION>
                                                         EXAMPLE A                               EXAMPLE B
                                           -------------------------------------   -------------------------------------
 
                                           IF YOU  WITHDRAW THE  ENTIRE  ACCOUNT   IF  YOU DO  NOT WITHDRAW  THE ACCOUNT
                                           VALUE  AT  THE  END  OF  THE  PERIODS   VALUE, OR IF YOU ANNUITIZE AT THE END
                                           SHOWN,  YOU  WOULD PAY  THE FOLLOWING   OF THE PERIODS  SHOWN, YOU WOULD  PAY
                                           EXPENSES,  INCLUDING  ANY  APPLICABLE   THE FOLLOWING  EXPENSES (NO  DEFERRED
                                           DEFERRED SALES CHARGE:                  SALES CHARGE IS REFLECTED):
                                           1 YEAR   3 YEARS   5 YEARS   10 YEARS   1 YEAR   3 YEARS   5 YEARS   10 YEARS
                                           ------   -------   -------   --------   ------   -------   -------   --------
 <S>                                       <C>      <C>       <C>       <C>        <C>      <C>       <C>       <C>
 Federated American Leaders Fund II          $85      $106      $140      $265       $23      $72       $124      $265
 Federated Fund for U.S. Government
  Securities II                              $85      $104      $138      $260       $23      $71       $121      $260
 Federated Growth Strategies Fund II         $85      $106      $140      $265       $23      $72       $124      $265
 Federated High Income Bond Fund II          $85      $104      $138      $260       $23      $71       $121      $260
 Federated International Equity Fund II      $89      $118      $160      $305       $27      $84       $144      $305
 Federated Prime Money Fund II               $85      $104      $138      $260       $23      $71       $121      $260
 Federated Utility Fund II                   $85      $106      $140      $265       $23      $72       $124      $265
</TABLE>
 
- --------------------------------------------------------------------------------
                                 FEE TABLE - 3
<PAGE>
                        CONDENSED FINANCIAL INFORMATION
   (SELECTED DATA FOR ACCUMULATION UNITS OUTSTANDING THROUGHOUT EACH PERIOD)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
THE  CONDENSED FINANCIAL INFORMATION PRESENTED BELOW FOR THE YEAR 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 YEAR  ENDED DECEMBER 31,
1995 AND THE INDEPENDENT AUDITORS' REPORT THEREON, ARE INCLUDED IN THE STATEMENT
OF ADDITIONAL INFORMATION.
 
<TABLE>
<CAPTION>
                                                           1995
                                                       -------------
 <S>                                                   <C>
 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 GROWTH STRATEGIES FUND II
 Value at beginning of period                             $10.000(4)
 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                                                   18,233
 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 INTERNATIONAL EQUITY FUND II
 Value at beginning of period                             $10.000(3)
 Value at end of period                                   $10.229
 Increase (decrease) in value of accumulation unit(1)        2.29%
 Number of accumulation units outstanding at end of
  period                                                  300,714
 FEDERATED PRIME MONEY FUND II
 Value at beginning of period                             $10.000(3)
 Value at end of period                                   $10.180
 Increase (decrease) in value of accumulation unit(1)        1.80%
 Number of accumulation units outstanding at end of
  period                                                  403,430
 FEDERATED UTILITY FUND II
 Value at beginning of period                             $10.000(5)
 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>
 
(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 November 1995,
    when the Fund became available under the Contract.
 
(5) 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 - 1
<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 of the
Federated Insurance Series  (the "Trust")  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.
 
    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.
 
- -FEDERATED INSURANCE SERIES--FEDERATED  AMERICAN LEADERS FUND  II (FORMERLY  IMS
 EQUITY GROWTH AND 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.
 
- -FEDERATED INSURANCE SERIES--FEDERATED  FUND FOR U.S.  GOVERNMENT SECURITIES  II
 (FORMERLY  IMS U.S. GOVERMENT  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.
 
- --------------------------------------------------------------------------------
                                       1
<PAGE>
- -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).
 
- -FEDERATED  INSURANCE SERIES--FEDERATED GROWTH STRATEGIES  FUND II (FORMERLY IMS
 GROWTH STOCK FUND) seeks capital  appreciation. The Fund pursues its  objective
 by  investing at least 65% of its assets in equity securities of companies with
 prospects for above-average growth in earnings and dividends or companies where
 significant fundamental  changes are  taking place.  Equity securities  include
 common  stocks, preferred  stocks, and  securities (including  debt securities)
 that are convertible into common stocks.
 
- -FEDERATED INSURANCE SERIES--FEDERATED  INTERNATIONAL EQUITY  FUND II  (FORMERLY
 IMS  INTERNATIONAL STOCK FUND) seeks total return on its assets by investing at
 least 65% of its assets (and under normal market conditions, substantially  all
 of  its  assets) in  equity securities  of  issuers located  in at  least three
 different countries  outside  of  the  United  States,  investing  in  non-U.S.
 securities  carries  substantial risks  in  addition to  those  associated with
 domestic investments.
 
- -FEDERATED INSURANCE SERIES--FEDERATED PRIME MONEY  FUND II (FORMERLY IMS  PRIME
 MONEY  FUND)  seeks  to provide  current  income consistent  with  stability of
 principal and liquidity. The Fund pursues its investment objective by investing
 exclusively in a portfolio of money market instruments maturing in 397 days  or
 less.  The  average maturity  of  the money  market  instruments in  the Fund's
 portfolio, computed on  a dollar-weighted basis,  will be 90  days or less.  An
 investment  in  this  Fund  is  neither  insured  nor  guaranteed  by  the U.S.
 government.
 
- -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.
 
    The  Trust  is  managed by  Federated  Advisers, a  Delaware  business trust
organized on April 11, 1989, with its principal place of business in Pittsburgh,
Pennsylvania. Federated Advisers  is a registered  investment adviser under  the
Investment Advisers Act of 1940, as amended.
 
    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 the
Trust,   which  might   force  the  Trust   to  sell   portfolio  securities  at
disadvantageous prices, causing its  per share value to  decrease. The Board  of
Trustees  of the  Trust 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 of  the guaranteed term to receive  the
quoted  interest rates, or a  market value adjustment (which  may be positive or
negative) will be applied. (See the Appendix.)
 
- --------------------------------------------------------------------------------
                                       2
<PAGE>
                                    PURCHASE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
CONTRACT AVAILABILITY
 
    The Contracts are  offered as (1)  nonqualified deferred annuity  contracts,
(2)  Individual  Retirement Annuities  which meet  the requirements  of Sections
408(b) of the Code, or (3) qualified contracts used in conjunction with  certain
employer  sponsored retirement plans pursuant to  Section 401(a), 403(b) and 457
of  the  Code.  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.
 
    The  maximum issue  age for a  Certificate Holder is  generally 90; however,
some states may require a lower maximum issue age.
    JOINT CERTIFICATE HOLDERS. Contracts may be purchased by two individuals  as
Joint  Certificate Holders. A Joint Certificate Holder must be the spouse of the
other Joint Certificate Holder unless otherwise prohibited by state law. Tax law
prohibits the purchase of Qualified Contracts by Joint Certificate Holders.
 
PURCHASING INTERESTS IN THE CONTRACT
 
    GROUP CONTRACTS. Groups will generally consist of those eligible individuals
who have established an Account with a broker-dealer or a bank who has agreed to
act as a  Distributor for the  Contracts. The Distributor  or its designee  will
execute  a  master  application  and  return  it  to  the  Company.  The  master
application will then  be delivered to  the Company for  its approval. Once  the
application  is approved,  the Contract will  be issued and  the Contract Holder
will be entitled  to exercise certain  limited rights under  the Contract.  (See
"Contract  Rights.") Under certain circumstances, the person who would otherwise
be the Contract Holder may  designate a trustee or other  third party to act  as
Contract  Holder  in its  place subject  to applicable  insurance laws.  In that
event, the  third  party  would  exercise the  Contract  rights  for  the  group
Contract.
 
    Eligible  individuals who want to purchase an interest in a Contract as part
of the group will fill out an  enrollment form and return it with their  initial
Purchase  Payment to their  Registered Representative or  to the Underwriter for
delivery to the Company. Once the enrollment is accepted, a Certificate will  be
issued to the individual evidencing his or her interest in the group Contract.
 
    INDIVIDUAL  CONTRACTS. Certain states will not  allow a group Contract to be
offered due  to  provisions  in  their  insurance  laws.  In  those  states,  an
individual  will be issued a Contract rather than a Certificate. Individuals who
want to purchase  a Contract must  fill out  an application and  return it  with
their  initial Purchase  Payment to  their Registered  Representative or  to the
Underwriter for delivery to  the Company. Once the  application is accepted,  an
individual Contract will be issued to the purchaser.
 
    REJECTION.  Any application or enrollment  form and initial Purchase Payment
tendered by a prospective Certificate Holder  may be rejected for any reason  by
the  Company. The Company will also return any forms that are incomplete or that
do not include sufficient information to set up an Account, unless the forms are
completed within five business days from the date the Company receives them,  or
unless the prospective Certificate Holder consents to the forms being held for a
longer  period of  time. All  forms that  are rejected  will be  returned with a
refund of all Purchase payments submitted with them.
 
GENERAL
 
    CERTIFICATE HOLDERS.  The  Term  "Certificate  Holders,"  as  used  in  this
Prospectus,  includes individuals purchasing an interest in the Contract as part
of  a  group  and  individuals  who  acquire  individual  Contracts.  Generally,
Nonqualified Certificate Holders must be natural persons.
 
    JOINT  CERTIFICATE HOLDERS. Contracts may be purchased by two individuals as
joint Certificate  Holders, except  for Contracts  acquired by  individuals  for
purposes  of establishing a Qualified Contract.  A joint Certificate Holder must
be the spouse of the other joint Certificate Holder unless otherwise  prohibited
by state law. (See "Tax Status" and "Contract Rights.")
 
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 $1,500. Additional  Purchase
Payments  must be  at least $500,  or if made  by automatic check  plan, $50 per
month. Additional Purchase Payments made to an existing Contract 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
 
- --------------------------------------------------------------------------------
                                       3
<PAGE>
Company's consent. We also reserve the right to reject any Purchase Payment to a
prospective  or existing  Account without  advance notice,  unless prohibited by
state law.
 
    For Qualified Contracts, the Code imposes a maximum limit on annual Purchase
Payments which may be  excluded from a Certificate  Holder'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
 
    The Contract Holder has title to the Contract and has the right to accept or
reject any modifications to the Contract. For group Contracts, this is the  only
right  the Contract Holder has. All other rights, specifically those relating to
the Account under the Contract, are held by the Certificate Holder.  Certificate
Holders'  rights are subject to rights of any assignee under an assignment filed
with the Company and to the rights of any irrevocably named beneficiary.
    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
Benefits.")  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 after the Account has been established.
 
DESIGNATIONS OF BENEFICIARY AND ANNUITANT
    You   generally  designate  the  beneficiary   under  the  Contract  on  the
application or  enrollment  form. However,  for  Qualified Contracts  issued  in
conjunction  with a Code Section 401(a) qualified pension or profit sharing plan
or a Code Section 457 deferred  compensation plan, the employer or trustee  must
be  both the Certificate Holder and the  beneficiary under the Contract, and the
participant on whose behalf the Account  was established must be the  Annuitant.
Under such plans the participant is generally allowed to designate a beneficiary
under  the plan,  and the Certificate  Holder may  direct that we  pay any death
proceeds to  the plan  beneficiary.  "Beneficiary" as  used in  this  Prospectus
refers to the person who is ultimately entitled to receive such proceeds.
 
    For Qualified Contracts issued in conjunction with a Code Section 403(b) tax
deferred  annuity program subject to the Employee Retirement Income Security Act
(ERISA), the spouse of a married participant must be the beneficiary of at least
50% of the Account  Value. If the  married participant is age  35 or older,  the
participant  may name  an alternate beneficiary  provided he or  she 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.
 
RIGHT TO CANCEL
 
    You  may cancel the Contract or  Certificate without penalty by returning it
to the Company  or to the  person from whom  the Contract was  purchased 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.
 
- --------------------------------------------------------------------------------
                                       4
<PAGE>
                             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,
up to 0.25% of the  daily net assets of the  Subaccounts. There is currently  no
administrative  charge  during the  Annuity Period.  Once  an Annuity  Option is
elected, the charge will be established and will be effective during the  entire
Annuity Period.
 
MAINTENANCE FEE
 
    During   the  Accumulation  Period,  the   Company  will  deduct  an  annual
maintenance fee from the Account Value. The maintenance fee is to reimburse  the
Company  for some of  its administrative expenses  relating to the establishment
and maintenance of the Accounts.
 
    The 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 the 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 table below.
 
    The 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 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
 
- --------------------------------------------------------------------------------
                                       5
<PAGE>
the  charges  applicable for  all of  the  Purchase Payments  withdrawn. Reduced
 
<TABLE>
<CAPTION>
charges apply to Purchase Payments in excess of $1.5 million.
 
<S>                                       <C>
<CAPTION>
                                          DEFERRED
                                            SALES
YEARS SINCE RECEIPT                        CHARGE
OF PURCHASE PAYMENT                       DEDUCTION
- ----------------------------------------  ---------
<S>                                       <C>
Less than 1                                    7%
1 or more but less than 2                      6%
2 or more but less than 3                      5%
3 or more but less than 4                      4%
4 or more but less than 5                      3%
5 or more but less than 6                      2%
6 or more but less than 7                      1%
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 Certificate Holder's  death before Annuity
  Payments start, up to a maximum of  the Purchase Payment(s) in the Account  on
  the  Certificate  Holder's  date of  death  (if  the Certificate  Holder  is a
  non-natural person, death benefits are paid at the death of the Annuitant);
 
- - 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  your admission to  a licensed  nursing
care  facility (including non-licensed facilities in New Hampshire), and (2) you
have spent  at  least 45  consecutive  days in  such  facility. This  waiver  of
deferred  sales charge does not  apply if you are in  a nursing care facility at
the time  the  Account is  established.  It will  also  not apply  if  otherwise
prohibited by state law.
 
    The  Company does not  anticipate that the deferred  sales charge will cover
all sales and  administrative expenses which  it incurs in  connection with  the
Contract.  The difference will be  covered by the general  assets of the Company
which are attributable, in part, to mortality and expense risk charges under the
Contract described above.
 
    FREE WITHDRAWALS.  At least  12 months  after the  date the  first  Purchase
Payment  is applied to your Account, you may  withdraw up to 15% 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  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 at any time from  the
Purchase  Payment(s) or from the Account Value, 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.
 
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                                       6
<PAGE>
                               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;
 
(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 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. We currently do 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
 
- --------------------------------------------------------------------------------
                                       7
<PAGE>
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  Account 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.
 
    Dollar  Cost Averaging 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.
 
    Account Rebalancing is not available to Certificate Holders who have elected
the Dollar Cost  Averaging Program, and  Account Rebalancing 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
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--Contracts Used with Certain  Retirement
Plans.")
 
    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.")
 
- --------------------------------------------------------------------------------
                                       8
<PAGE>
                         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 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 Options be
elected unless  permitted  by  the  Code. The  Company  reserves  the  right  to
discontinue  the  availability  of one  or  all of  these  Additional Withdrawal
Options at any time, and/or to change the terms of future elections.
 
                    DEATH BENEFIT DURING ACCUMULATION PERIOD
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
    A death benefit will be payable  to the Beneficiary(ies) if the  Certificate
Holder  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. If the Certificate  Holder is a non-natural person,  the
death  benefit  will  be  paid  to the  Beneficiary(ies)  at  the  death  of the
Annuitant.
 
    A Beneficiary  may elect  the death  benefit to  be paid  under one  of  the
options  described below or if  the designated Beneficiary is  the spouse of the
Certificate Holder, he or she may continue as a Certificate Holder and  exercise
all the deceased Certificate Holder's rights under the Contract.
 
DEATH BENEFIT AMOUNT
 
    Upon  the  death  of  the  Certificate Holder  (or  the  Annuitant  when the
Certificate Holder is a non-natural person), the death benefit proceeds will  be
the greatest of:
 
(1) The Account Value as of the Valuation Date next following our receipt at our
    Home  Office of proof of death and election  of the payment type to be made;
    or
 
(2) The  Account  Value on  the  most recent  seventh  year anniversary  of  the
    Effective  Date plus  any Purchase Payments  made after  such Effective Date
    anniversary less any withdrawals and any amounts annuitized; or
 
(3) The  amount  of  the death  benefit  determined  as of  the  Valuation  Date
    corresponding to the date of death as follows:
 
    (i)  Until  the first Effective Date anniversary, the death benefit is equal
         to the Purchase  Payments made  by the Certificate  Holder during  that
         year, less any withdrawals and any amounts annuitized.
 
         For each year thereafter, the death benefit during the year is equal to
         the  death benefit at the  beginning of the year  (see (ii) below) plus
         all
 
- --------------------------------------------------------------------------------
                                       9
<PAGE>
         Purchase Payments made  during the  year less any  withdrawals and  any
         amounts annuitized that year.
 
    (ii) On  the anniversary of the Effective  Date each year, the death benefit
         is determined as follows:
 
        (a) The  death  benefit  on  the  previous  Effective  Date  anniversary
            increased by the death benefit factor of 4%; plus
 
        (b)  Purchase Payments  made by the  Certificate Holder  during the year
            since the last anniversary  of the Effective  Date increased by  the
            death  benefit factor of  4% for the  portion of the  year since the
            Purchase Payment was made; less
 
        (c) Any withdrawals or amounts applied  to an Annuity Option during  the
            year  increased by the death benefit factor of 4% for the portion of
            the year since the withdrawal or election of an Annuity Option.
 
    Currently there  is no  limitation  on the  maximum death  benefit  payable;
however,  we reserve  the right, in  the future,  to impose a  limitation on the
maximum allowable death benefit under sections  (2) and (3) above. We  currently
do not anticipate imposing such a limitation prior to May 1, 1997.
 
    The  death benefit  calculation described in  (2) and (3)  applies until the
Certificate Holder  attains  age  85.  Thereafter, the  death  benefit  is  only
adjusted   for  Purchase   Payments,  withdrawals  and   anuitizations.  If  the
Certificate Holder  attains age  85  prior to  the  seventh anniversary  of  the
Effective  Date, the death benefit  will be the greater of  (1) or (3) above. If
the Certificate Holder  is a  non-natural person the  Death Benefit  calculation
will be based on the age of the Annuitant.
 
    The  excess, if any, of the guaranteed  death benefit value over the Account
Value is determined  when we  receive proof  of death  at our  Home Office.  Any
excess  amount is allocated to the Federated Prime Money Fund II Subaccount. The
Account Value plus any excess amount deposited becomes the Account Value.
    In the case of a spousal Beneficiary who continues the Account in his or her
own name, the death benefit  shall be equal to  the Adjusted Account Value  less
any  applicable  deferred sales  charge on  any Purchase  Payment made  after we
receive proof of death.
    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.
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 an MVA, 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.  If the  Certificate  Holder (or  Annuitant  if the
Certificate Holder is  a non-natural  person) dies  and the  Beneficiary is  the
surviving  spouse, he or she will automatically become the successor Certificate
Holder. The  successor Certificate  Holder  may exercise  all rights  under  the
Contract and elect to (1) continue in the Accumulation Period, or (2) 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 of the death benefit. Under the  Code,
distributions are not required until the successor Certificate Holder's death.
 
    If  the  Certificate Holder  (or Annuitant  if the  Certificate Holder  is a
non-natural person) dies and the Beneficiary is not the surviving spouse, he  or
she  may  elect  Option (2)  or  (3) above.  Any  portion of  the  death benefit
distributed in installments over  the life or  life expectancy beginning  within
one year of the date of death, must be distributed within five years of the date
of  death. (See "Tax  Status of the  Contract.") A market  value adjustment will
apply at the time the death benefit is paid.
 
    QUALIFIED CONTRACTS. Under a Qualified Contract where the Certificate Holder
is a  trust or  an employer,  the death  benefit is  paid at  the death  of  the
Annuitant.  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
 
- --------------------------------------------------------------------------------
                                       10
<PAGE>
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 may
receive  distributions under ECO or SWO  provided the election would satisfy the
Code minimum distribution rules and would be permitted under the Plan.
 
    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 revoked.
 
    Death benefit payments must satisfy  the distribution rules in Code  Section
401(a)(9). (See "Tax Status of the Contract.")
 
DEATH OF THE ANNUITANT
 
    If  the Certificate Holder is a non-natural  person, a death benefit is paid
at the death of the Annuitant and a new Annuitant may not be named. In all other
circumstances, if  the Annuitant  who is  not a  Certificate Holder  dies on  or
before  the Annuity  Date, no Death  Benefit is due  and a new  Annuitant may be
named. If no Annuitant is named,  the Certificate Holder will be the  Annuitant.
If the Annuitant dies after the Annuity Date, the death benefit, if any, will be
payable  to the Beneficiary as specified in  the Annuity Option elected. We will
require proof of the Annuitant's death. Death benefits will be paid at least  as
rapidly  as would have been  paid under the method  of distribution in effect at
the time of the Annuitant's death.
 
                                 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) first day of the  month following the Annuitant's 90th birthday  or
(b)  the  tenth anniversary  (fifth  anniversary for  Contracts  or Certificates
issued in Pennsylvania) of the last Purchase Payment.
 
    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 90th birthday or
tenth  anniversary  of  the  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  any of the Subaccounts available at  the
  time of annuitization).
 
    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 the  Account
Value,  while leaving the remaining portion of the 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
 
- --------------------------------------------------------------------------------
                                       11
<PAGE>
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.
 
    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.
 
NONLIFETIME ANNUITY OPTION:
 
    Under this option, payments may be made for 5-30 years, as selected. If this
option is elected on a  variable basis, you 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. If 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. Beginning  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. Such additional  or enhanced  options 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
 
    DURATION OF PAYOUTS. For Qualified Contracts only, Annuity payments may  not
extend  beyond  (a)  the life  of  the Annuitant,  (b)  the joint  lives  of the
Annuitant and beneficiary,  (c) a  period certain greater  than the  Annuitant's
life   expectancy,  or  (d)  a  period  certain  greater  than  the  joint  life
expectancies of the Annuitant and beneficiary.
 
    AMOUNT OF EACH ANNUITY  PAYMENT. The amount of  each payment depends on  how
you  allocate your Account Value between fixed and variable payouts. No election
may be made that would result in the first Annuity Payment of less than $50,  or
$250 per year for total yearly Annuity Payments (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.
 
    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 (plus up to 0.25%  to
offset  any applicable administrative charge). 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
 
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                                       12
<PAGE>
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  Option 2 was elected, and the death of the Annuitant 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 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.
 
DEATH OF THE CERTIFICATE HOLDER DURING THE ANNUITY PERIOD
 
    If the Certificate  Holder is the  Annuitant, and the  Annuity Payments  are
solely  life contingent, the  death of the Certificate  Holder after the Annuity
Date terminates  the Annuity  payments. If  the Certificate  Holder is  not  the
Annuitant,  or  if  Annuity  Payments  are for  a  stated  period  of  time, the
Certificate Holder's death after  the Annuity Date will  not affect the  Annuity
payment  except  as  provided  under "Death  of  the  Annuitant."  The remaining
payments under the  Annuity Option elected  will be made  to the Beneficiary  at
least  as rapidly as under  the method of distribution in  effect at the time of
the Certificate Holder's death.
 
                                   TAX STATUS
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INTRODUCTION
 
    The following  provides a  general discussion  and is  not intended  as  tax
advice.  This discussion reflects the Company's understanding of current federal
income tax law. Such laws may change in the future, and it is possible that  any
change  could be retroactive (i.e., effective prior  to the date of the change).
The Company makes no  guarantee regarding the tax  treatment of any contract  or
transaction involving a Contract.
 
    The  Contract may be  purchased on a  non-tax qualified basis ("Nonqualified
Contract")  or  purchased  and  used  in  connection  with  certain   retirement
arrangements  entitled  to special  income tax  treatment under  Section 401(a),
403(b), 408(b) or 457 of the  Code ("Qualified Contracts"). The ultimate  effect
of  federal  income taxes  on  the amounts  held  under a  Contract,  on Annuity
Payments, and on the economic benefit to the Contract Holder, Certificate Holder
or Beneficiary may depend upon the  tax status of the individual concerned.  Any
person  concerned about  these tax implications  should consult  a competent tax
adviser before initiating any transaction.
 
TAXATION OF THE COMPANY
 
    The Company is taxed as a life  insurance company under the Code. Since  the
Separate  Account is  not an entity  separate from  the Company, it  will not be
taxed separately as a "regulated investment company" under the Code.  Investment
income and realized capital gains are automatically applied to increase reserves
under the Contracts. Under existing federal income tax law, the Company believes
that  the Separate Account investment income and realized net capital gains will
not be taxed to the  extent that such income and  gains are applied to  increase
the reserves under the Contracts.
 
    Accordingly,  the Company does not anticipate that it will incur any federal
income tax liability attributable  to the Separate  Account and, therefore,  the
Company   does   not   intend   to  make   provisions   for   any   such  taxes.
 
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                                       13
<PAGE>
However, if changes in the federal tax laws or interpretation thereof result  in
the Company being taxed on income or gains attributable to the Separate Account,
then  the Company may impose a charge against the Separate Account (with respect
to some or all Contracts) in order to set aside provisions to pay such taxes.
 
TAX STATUS OF THE CONTRACT
 
    DIVERSIFICATION. Section 817(h) of  the Code requires  that with respect  to
Nonqualified Contracts, the investments of the Funds be "adequately diversified"
in accordance with Treasury Regulations in order for the Contracts to qualify as
annuity  contracts  under federal  tax law.  The  Separate Account,  through the
Funds, intends to comply with the diversification requirements prescribed by the
Treasury in  Reg. Sec.  1.817-5, which  affects  how the  Funds' assets  may  be
invested.
 
    In  addition, in certain circumstances, owners of variable annuity contracts
may be considered the owners, for federal income tax purposes, of the assets  of
the  separate accounts used to support  their contracts. In these circumstances,
income and gains  from the separate  account assets would  be includible in  the
variable  contract owner's gross income. The IRS has stated in published rulings
that a variable contract owner will be considered the owner of separate  account
assets  if the owner possesses incidents  of investment control over the assets.
The ownership rights under the contract are similar to, but different in certain
respects from those described by the IRS  in rulings in which it was  determined
that  owners  were  not  owners  of  separate  account  assets.  For  example, a
Certificate Holder has additional flexibility in allocating premium payments and
account values. In addition, the number of funds provided under the Contract  is
greater than the number of funds offered in contracts on which rulings have been
issued.  These differences could result in a Certificate Holder being treated as
the owner of  a pro  rata portion  of the assets  of the  Separate Account.  The
Company  reserves the right  to modify the  Contract as necessary  to attempt to
prevent a Certificate Holder from being considered the owner of a pro rata share
of the assets of the Separate Account.
 
    REQUIRED DISTRIBUTIONS--NONQUALIFIED CONTRACTS. In order to be treated as an
annuity contract for  federal income  tax purposes,  Section 72(s)  of the  Code
requires  Nonqualified Contracts to  provide that (a)  if any Certificate Holder
dies on or after the Annuity Date but  prior to the time the entire interest  in
the  Contract has been distributed, the  remaining portion of such interest will
be distributed at least as rapidly as under the method of distribution in effect
at the time of the Certificate Holder's death, and (b) if any Certificate Holder
dies prior to  the annuity date,  the entire  interest in the  Contract will  be
distributed within five years after the date of such Certificate Holder's death.
These  requirements  will  be  considered  satisfied  as  to  any  portion  of a
Certificate Holder's  interest which  is payable  to  or for  the benefit  of  a
"designated  beneficiary"  and  which  is  distributed  over  the  life  of such
"designated beneficiary"  or  over  a  period  not  extending  beyond  the  life
expectancy  of that beneficiary,  provided that such  distributions begin within
one year of the Certificate Holder's death. The "designated beneficiary"  refers
to a natural person 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 Certificate may be  continued with the surviving  spouse as the new
Certificate Holder.
 
    The Nonqualifed Contracts  contain provisions which  are intended to  comply
with  the requirements  of Section  72(s) of  the Code,  although no regulations
interpreting these requirements  have yet  been issued. The  Company intends  to
review  such provisions and modify them if  necessary to assure that they comply
with the requirements  of Code  Section 72(s)  when clarified  by regulation  or
otherwise.
 
    The  discussion  under  "Taxation  of  Annuities"  below  is  based  on  the
assumption that the Contract qualifies as an annuity contract for federal income
tax purposes.
 
    REQUIRED  DISTRIBUTIONS--QUALIFIED   CONTRACTS.   The  Code   has   required
distribution  rules  for Section  401(a), 403(b)  and  457 Plans  and Individual
Retirement Annuities.  Distributions must  generally  begin by  April 1  of  the
calendar  year following the calendar year  in which the participant attains age
70 1/2. For governmental  or church 401(a), 403(b)  or 457 plans,  distributions
must  begin by  April 1  of the  calendar year  following the  calendar year the
participant attains age 70 1/2 or retires, whichever occurs later. Under  403(b)
plans,  if the Company maintains separate  records, distribution of amounts held
as of December 31, 1986 must generally begin by the end of the calendar year  in
which  the participant attains age  75 (or retires, if  later, for government 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.
 
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                                       14
<PAGE>
    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, distribution 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 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 advisor  prior
to  purchasing this  Contract. A non-natural  person exempt  from federal income
taxes should consult with its tax advisor 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.
 
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                                       15
<PAGE>
    WITHDRAWALS. In  the  case  of  a withdrawal  under  a  Qualified  Contract,
including withdrawals under SWO or ECO, the amount taxable is generally based on
the  ratio of the "investment in the contract" to Account Value. The "investment
in the  contract" generally  equals  the amount  of any  nondeductible  Purchase
Payments  paid  by or  on  behalf of  any  individual less  any  amount received
previously which was excludable from gross income. For a Qualified Contract, the
"investment in the contract" can be zero. Special tax rules may be available for
certain distributions from a Qualified Contract.
 
    With respect  to  Nonqualified  Contracts,  partial  withdrawals,  including
withdrawals  under SWO,  are generally treated  as taxable income  to the extent
that the Account Value immediately before the withdrawal exceeds the "investment
in the contract" at that time. The Account Value immediately before a withdrawal
may have to  be increased  by any positive  market value  adjustment (MVA)  that
results from such a withdrawal. There is, however, no definitive guidance on the
proper  tax treatment of  MVAs in these circumstances,  and a Certificate Holder
should contact  a  competent tax  adviser  with  respect to  the  potential  tax
consequences of any MVA that arises as a result of a partial withdrawal.
 
    Full withdrawals of a Nonqualified Contract are treated as taxable income to
the extent that the amount received exceeds the "investment in the contract."
 
    ANNUITY  PAYMENTS. Although the  tax consequences may  vary depending on the
Annuity Payment elected under the Contract, in general, only the portion of  the
Annuity  Payment that represents  the amount by which  the Account Value exceeds
the "investment in  the contract" will  be taxed; after  the "investment in  the
contract"  is recovered, the  full amount of any  additional annuity payments is
taxable. For  variable  Annuity  Payments,  the  taxable  portion  is  generally
determined  by an  equation that  establishes a  specific dollar  amount of each
payment that  is not  taxed. The  dollar amount  is determined  by dividing  the
"investment  in the contract" by the total number of expected periodic payments.
However, the  entire  distribution  will  be  taxable  once  the  recipient  has
recovered  the dollar  amount of  his or her  "investment in  the contract." For
fixed annuity  payments, in  general there  is no  tax on  the portion  of  each
payment  which represents the  same ratio that the  "investment in the contract"
bears to the total expected  value of the Annuity Payments  for the term of  the
payments;  however, the remainder  of each Annuity Payment  is taxable. Once the
"investment in the contract"  has been fully recovered,  the full amount of  any
additional Annuity Payments is taxable. If Annuity Payments cease as a result of
an  Annuitant's death before full recovery  of the "investment in the contract,"
consult a  competent  tax adviser  regarding  deductibility of  the  unrecovered
amount.
 
    PENALTY  TAX:  In the  case  of a  distribution  pursuant to  a Nonqualified
Contract, or  a Qualified  Contract  other than  a  Qualified Contract  sold  in
conjunction  with a Code Section 457 Plan, there may be imposed a federal income
tax penalty equal to 10% of the amount treated as taxable income.
 
    In general, there  is no penalty  tax on distributions  from a  Nonqualified
Contract:  (1)  made on  or after  the date  on which  the taxpayer  attains age
59 1/2;  (2) made  as a  result  of the  death of  the Certificate  Holder;  (3)
attributable  to the taxpayer's total and  permanent disability; (4) received in
substantially equal periodic payments (at least annually) over the life or  life
expectancy  of the taxpayer or the joint lives or joint life expectancies of the
taxpayer and a "designated beneficiary;" or (5) allocable to "investment in  the
contract" before August 14, 1982.
 
    If a distribution is made from a Qualified Contract sold in conjunction with
a  Section 401(a) Plan or Section 403(b) Plan, the penalty tax will not apply on
distributions made when  the participant  (a) attains  age 59  1/2, (b)  becomes
permanently  and totally disabled, (c) dies, (d) separates from service with the
plan sponsor at  or after  age 55,  (e) rolls  over the  distribution amount  to
another  plan of the same type in accordance  with the terms of the Code, or (f)
takes the  distributions  in substantially  equal  periodic payments  (at  least
annually)  over his or her  life or life expectancy or  the joint lives or joint
life  expectancies  of  the  participant  and  plan  beneficiary,  provided  the
participant  has separated from service with  the plan sponsor. In addition, the
penalty  tax  does  not  apply  for  the  amount  of  a  distribution  equal  to
unreimbursed  medical  expenses incurred  by  the participant  that  qualify for
deduction as specified in the Code. The  Code may impose other penalty taxes  in
other circumstances.
 
    In  general, the same  exceptions described in  the preceding paragraph will
apply to distributions made from an Individual Retirement Annuity. However,  the
exceptions  for separation from service under (d) above and unreimbursed medical
expenses will not apply.
 
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                                       16
<PAGE>
    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 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).
 
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                                       17
<PAGE>
    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.
 
    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.
 
- --------------------------------------------------------------------------------
                                       18
<PAGE>
                                 MISCELLANEOUS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
DISTRIBUTION
 
    Aetna  Life  Insurance  and  Annuity Company  ("ALIAC")  will  serve  as the
Underwriter for the securities sold by this Prospectus. ALIAC is registered as a
broker-dealer with  the Securities  and  Exchange Commission  ("SEC") and  is  a
member  of the  National Association  of Securities  Dealers, Inc.  ("NASD"). As
Underwriter, ALIAC will contract with one or more registered broker-dealers,  or
with  banks that may  be acting as  broker-dealers without separate registration
under the  Securities Exchange  Act of  1934 pursuant  to legal  and  regulatory
exceptions  ("Distributors"), to offer  and sell the  Contracts. 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 Act of 1934, and  must also be licensed  as insurance agents to  sell
variable annuity contracts.
 
    Federated  Securities Corp. ("FSC"), an affiliate  of the Adviser, may enter
into agreements with some of the  Distributors to provide services to  customers
in connection with the Funds acquired through the Contracts. These services will
include  providing  customers  with  information  concerning  the  Funds,  their
investment  objectives,   policies   and  limitations;   portfolio   securities;
performance,  responding to customer inquiries and providing such other services
as the parties  may agree. Fees  for these services  may be based  on the  total
number of assets in the Funds attributable to the Distributors' customers.
 
    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. The  Company may,  by agreement  with the
Distributor, pay commissions as a combination of a certain percentage amount  at
the time of sale and a trail commission of up to 0.40% of assets attributable to
Purchase   Payments  (which,  when  combined,  could  exceed  6.5%  of  Purchase
Payments).
 
    Other than the mortality and expense risk charge, the administrative  charge
and  the reimbursements  by Federated  Advisers for  administrative charges, all
expenses incurred in  the operations of  the Separate Account  are borne by  the
Company.
 
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,
the  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.
 
- --------------------------------------------------------------------------------
                                       19
<PAGE>
    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)
attributable  to the Certificate Holder's interest  in 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 the Certificate Holder's interest  in 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.
 
    Certificate  Holders  under  a group  Contract  have a  fully  vested (100%)
interest in  the  benefits provided  to  them under  their  Account.  Therefore,
Certificate  Holders may  instruct the group  Contract Holder how  to direct the
Company to cast  the votes for  the portion  of the value  or valuation  reserve
attributable  to their 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 the Company has 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
and the Certificate  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 group 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  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 the 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 Owner 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
 
- --------------------------------------------------------------------------------
                                       20
<PAGE>
the Company is a  party or which would  materially affect the Separate  Account.
The validity of the securities
offered  by  this Prospectus  has been  passed  upon by  Susan E.  Bryant, Esq.,
Counsel to the Company.
 
              CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
The Statement of  Additional Information contains  more specific information  on
the  Separate Account and the  Contract, as well as  the financial statements of
the Separate Account and the Company. A list  of the contents of the SAI is  set
forth below:
 
<TABLE>
<S>                                                                                            <C>
General Information and History
Variable Annuity Account I
Offering and Purchase of Contracts
Performance Data
    General
    Average Annual Total Return Quotations
Annuity Payments
Sales Material and Advertising
Independent Auditors
Financial Statements of the Separate Account
Financial Statements of the Company
</TABLE>
 
- --------------------------------------------------------------------------------
                                       21
<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.
THE  AICA GUARANTEED ACCOUNT IS ONLY OFFERED  IN STATES WHERE THE OFFER AND SALE
HAS BEEN AUTHORIZED BY THE APPROPRIATE REGULATORY AUTHORITIES. 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.  For amounts allocated to
the Guaranteed Account, 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  Option  or Systematic  Withdrawal  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
 
    If  a Certificate Holder requests a  partial withdrawal of the Account Value
without  designating  from  which  investment  option  it  should  be  taken,  a
proportionate  share will be  withdrawn from the  Guaranteed Account. The amount
will be withdrawn from all guaranteed  term groups as defined in the  prospectus
for the Guaranteed Account.
 
    As  a  Guaranteed Term  matures,  assets accumulating  under  the Guaranteed
Account may be  (a) transferred  to a new  Guaranteed Term,  (b) transferred  to
other  available investment options, or (c)  withdrawn. Amounts withdrawn may be
subject to a deferred sales charge. If  no direction is received by the  Company
at  its Home Office by  the maturity date of a  guaranteed term, the amount from
the maturing guaranteed term will be  transferred to the current deposit  period
for  a similar length guaranteed term. If  the same guaranteed term is no longer
available, the next shortest  guaranteed term available  in the current  deposit
period will be used. If no shorter guaranteed term is available, the next longer
guaranteed term will be used.
 
    If  you  do not  provide  instructions concerning  the  maturity value  of a
maturing guaranteed term,  the maturity value  transfer provision applies.  This
provision allows you to transfer without an MVA to available guaranteed terms of
the  current  deposit  period  or  to  other  available  investment  options, or
surrender without an MVA (if applicable, a deferred sales charge is assessed  on
the  surrendered amount).  The provision is  available only  during the calendar
month immediately following a guaranteed term maturity date and only applies  to
the first transaction regardless of the amount involved in the transaction.
 
MORTALITY AND EXPENSE RISK CHARGES
 
    We  make no  deductions from  the credited  interest rate  for mortality and
expense risks; these risks are considered in determining the credited rate.
 
- --------------------------------------------------------------------------------
                                       22
<PAGE>
TRANSFERS
 
    Amounts applied to  a guaranteed  term during a  deposit period  may not  be
transferred  to any  other funding option  or to another  guaranteed term during
that deposit period or for 90 days after the close of that deposit period.  This
does  not apply  to (1) amounts  transferred on  the Maturity Date  or under the
maturity value transfer provision; (2)  amounts transferred from the  Guaranteed
Account  before the Maturity Date due to  the election of an Annuity option, (3)
amounts transferred from  the one-year  Guaranteed Term in  connection with  the
Dollar  Cost Averaging  Program; and  (4) amounts  distributed under  the Estate
Conservation or Systematic Withdrawal  distribution. Transfers after the  90-day
period  are  permitted  from  guaranteed  term(s)  to  other  guaranteed term(s)
available during  a deposit  period or  to other  available investment  options.
Except  for  transactions described  in items  (1), (3)  and (4)  above, amounts
withdrawn or transferred from the Guaranteed Account prior to the maturity  date
will be subject to a Market Value Adjustment. However, only a positive aggregate
MVA  will  be applied  to  transfers made  due  to annuitizations  under  one of
Lifetime Annuity Options described in item (2) above.
 
    The Certificate Holder may select a maximum of 18 different funding  options
over the lifetime of the Contract. 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 funding 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 Certificate Holder's 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
(including transfers due to annuitization) within  six months after the date  of
the  Certificate Holder's death (or Annuitant's death, if the Certificate Holder
is a non-natural person) will be the greater of:
 
 (a) The aggregate  MVA amount  (i.e.,  the sum  of  all market  value  adjusted
     amounts  calculated  due to  a withdrawal  of amounts).  This total  may be
     greater or less than the Account Value of those amounts; or
 
 (b) 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. However, only a positive aggregate Market Value
Adjustment will be applied to transfers  made due to annuitization under one  of
the Lifetime Annuity Options.
 
- --------------------------------------------------------------------------------
                                       23
<PAGE>


                              VARIABLE ANNUITY ACCOUNT I
                                         OF
                         AETNA INSURANCE COMPANY OF AMERICA



               STATEMENT OF ADDITIONAL INFORMATION DATED  MAY 1, 1996

                                   AICA Growth 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

<TABLE>
<CAPTION>

 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           PAGE
<S>                                                                  <C>
General Information and History. . . . . . . . . . . . . .           1
Variable Annuity Account I . . . . . . . . . . . . . . . .           1
Offering and Purchase of Contracts . . . . . . . . . . . .           2
Performance Data . . . . . . . . . . . . . . . . . . . . .           2
     General . . . . . . . . . . . . . . . . . . . . . . .           2
     Average Annual Total Return Quotations. . . . . . . .           3
Annuity Payments . . . . . . . . . . . . . . . . . . . . .           3
Sales Material and Advertising . . . . . . . . . . . . . .           4
Independent Auditors . . . . . . . . . . . . . . . . . . .           5
Financial Statements of the Separate Account . . . . . . .           S-1
Financial Statements of the Company. . . . . . . . . . . .           F-1

</TABLE>

<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 the investment adviser for the Federated Funds.

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:





    Federated American Leaders Fund II
    Federated Fund for U.S. Government Securities II
    Federated Growth Strategies Fund II
    Federated High Income Bond Fund II
    Federated International Equity Fund II
    Federated Prime Money Fund II
    Federated Utility Fund II



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.

                                          1

<PAGE>

                          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 entitled "Purchase" and "Contract
Valuation."

                                   PERFORMANCE DATA

GENERAL

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

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

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

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

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

                                          2

<PAGE>



AVERAGE ANNUAL TOTAL RETURN QUOTATIONS - STANDARDIZED AND NON-STANDARDIZED





The table shown below reflects the average annual standardized and non-
standardized total return quotation figures for the periods ended December 31,
1995 for the Subaccounts available under the Contract.  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
    ($30 Maintenance Fee)                     STANDARDIZED                   NON-STANDARDIZED                 Inception
                                                                                                                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>
FEDERATED AMERICAN LEADERS FUND II     23.87%    12.24%*   N/A       31.78%    14.53%*   N/A       N/A         02/10/94
- -------------------------------------------------------------------------------------------------------------------------
FEDERATED FUND FOR U.S. GOVERNMENT
SECURITIES II                          0.75%     2.08%*    N/A       7.18%     4.85%*    N/A       N/A         03/28/94
- -------------------------------------------------------------------------------------------------------------------------
FEDERATED GROWTH STRATEGIES FUND II    (4.49%)*  N/A       N/A       2.71%*    N/A       N/A       N/A         11/01/95
- -------------------------------------------------------------------------------------------------------------------------
FEDERATED HIGH INCOME BOND FUND II     11.42%    4.31%*    N/A       18.54%    6.90%*    N/A       N/A         03/01/94
- -------------------------------------------------------------------------------------------------------------------------
FEDERATED INTERNATIONAL EQUITY FUND II (4.81%)*  N/A       N/A       2.37%*    N/A       N/A       N/A         04/04/95
- -------------------------------------------------------------------------------------------------------------------------
FEDERATED PRIME MONEY FUND II          (2.58%)   (0.96%)*  N/A       3.65%     3.52%*    N/A       N/A         11/14/94
- -------------------------------------------------------------------------------------------------------------------------
FEDERATED UTILITY FUND II              14.99%    5.75%*    N/A       22.33%    8.22%*    N/A       N/A         02/10/94
- -------------------------------------------------------------------------------------------------------------------------



</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



                                          3

<PAGE>



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.

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.




                                          4

<PAGE>

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 may include the relationship
between sectors of the economy and the economy as a whole and its effect on
various securities markets, investment strategies and techniques (such as value
investing, market timing, dollar cost averaging, asset allocation, constant
ratio transfer and account rebalancing), the advantages and disadvantages of
investing in tax-deferred and taxable investments, customer profiles and
hypothetical purchase and investment scenarios, financial management and tax and
retirement planning, and investment alternatives to certificates of deposit and
other financial instruments, including comparison between the Contracts and the
characteristics of and market for such financial instruments.



                                 INDEPENDENT AUDITORS

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

                                          5

<PAGE>

                                FINANCIAL STATEMENTS


                              VARIABLE ANNUITY ACCOUNT I


                                        INDEX

Independent Auditors' Report . . . . . . . . . . . . . . . . . .     S-2
Statement of Assets and Liabilities. . . . . . . . . . . . . . .     S-3
Statement of Operations. . . . . . . . . . . . . . . . . . . . .     S-4
Statement of Changes in Net Assets . . . . . . . . . . . . . . .     S-5
Notes to Financial Statements  . . . . . . . . . . . . . . . . .     S-6
Consolidated 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. 80750(S)-2                                           AICA ED. MAY 1996



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