VARIABLE ANNUITY ACCOUNT I OF AETNA INSURANCE CO OF AMERICA
485BPOS, 1998-02-13
Previous: ZEIGLER COAL HOLDING CO, SC 13G/A, 1998-02-13
Next: ITT HARTFORD LIFE & ANNUITY INSUR CO SEPARATE ACCOUNT THREE, 497, 1998-02-13





As filed with the Securities and Exchange                     File No. 33-59749
Commission on February 13, 1998                               File No. 811-8582

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM N-4

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

                        POST-EFFECTIVE AMENDMENT NO. 7 TO
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                and Amendment to

         REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

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

        Variable Annuity Account I of Aetna Insurance Company of America

                       Aetna Insurance Company of America

            151 Farmington Avenue, RE4A, Hartford, Connecticut 06156

        Depositor's Telephone Number, including Area Code (860) 273-4686

                           Julie E. Rockmore, Counsel
                       Aetna Insurance Company of America
            151 Farmington Avenue, RE4A, Hartford, Connecticut 06156
                     (Name and Address of Agent for Service)

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

It is proposed that this filing will become effective:

    --------      immediately upon filing pursuant to paragraph (b) of Rule 485
        X         on February 17, 1998 pursuant to paragraph (b) of Rule 485
    --------


<PAGE>


                           VARIABLE ANNUITY ACCOUNT I
                              CROSS REFERENCE SHEET
                             Pursuant to Rule 481(a)


<TABLE>
<CAPTION>
                                                                LOCATION - PROSPECTUS 
                                                               DATED NOVEMBER 28, 1997, 
FORM N-4                                                           AND AS AMENDED 
ITEM NO.                  PART A (PROSPECTUS)                     FEBRUARY 17, 1998
<S>     <C>                                                    <C>
  1     Cover Page...........................................  Cover Page, and as amended

  2     Definitions..........................................  Definitions, and as amended

  3     Synopsis.............................................  Prospectus Summary, and as amended;
                                                               Fee Table, and as amended

  4     Condensed Financial Information......................  Condensed Financial Information,
                                                               and as amended

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

  6     Deductions and Expenses..............................  Charges and Deductions, and as amended;
                                                               Distribution

  7     General Description of Variable Annuity Contracts....  Purchase, and as amended; Miscellaneous,
                                                               and as amended

  8     Annuity Period.......................................  Annuity Period, and as amended

  9     Death Benefit........................................  Death Benefit During Accumulation Period;
                                                               Death Benefit Payable During the Annuity
                                                               Period

  10    Purchases and Contract Value.........................  Purchase, and as amended; Determining
                                                               Contract Valuation, and as amended

  11    Redemptions..........................................  Contract Rights - Withdrawals, and as
                                                               amended; Right to Cancel

  12    Taxes................................................  Tax Status, and as amended

  13    Legal Proceedings....................................  Miscellaneous - Legal Matters and
                                                               Proceedings, and as amended

  14    Table of Contents of the Statement of Additional       Statement of Additional Information -
        Information.........................................   Table of Contents


<PAGE>




FORM N-4       PART B (STATEMENT OF                         LOCATION - STATEMENT OF
ITEM NO.       ADDITIONAL INFORMATION)                      ADDITIONAL INFORMATION

 15    Cover Page.........................................  Cover page

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

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

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

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

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

 21    Calculation of Performance Data....................  Performance Data; Average Annual Total
                                                            Return Quotations

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

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

                                 Part C (Other Information)

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


<PAGE>


                                  PARTS A AND B


The Prospectus is incorporated into Part A of this Post-Effective  Amendment No.
7 by reference to Post-Effective  Amendment No. 6 to the Registration  Statement
on Form N-4 (File No.  33-59749),  as filed  electronically on November 26, 1997
(Accession No.  0000950146-97-001811).  A Supplement  dated February 17, 1998 to
the Prospectus is included in this Post-Effective Amendment No. 7. The Statement
of Additional Information is included in Part B of this Post-Effective Amendment
No. 7.


<PAGE>

                        Supplement dated February 17, 1998
                      to Prospectus Dated November 28, 1997
                       Aetna Insurance Company of America
                           Variable Annuity Account I
                               Aetna Marathon Plus


The prospectus dated May 1, 1997 and amended on November 28, 1997, is amended as
follows:

1.  The cover page is amended to:

 a. Add references to "Roth IRAs" and Section 408A of the Internal Revenue Code,
    subject to approval by state regulatory agencies, in (2) of the opening
    paragraph.

 b. Add "In most states," to the beginning of the third paragraph. Add the
    following sentence after the first sentence: "In certain states, Purchase
    Payments may be allocated to the Fixed Account when the Guaranteed Account
    is not available."

 c. Add the following sentence in the paragraph following the list of
    investment options: "The Fixed Account is described in a separate Appendix
    to this Prospectus."

 d. The name of Calvert Responsibly Invested Balanced Portfolio is changed
    to Calvert Social Balanced Portfolio.

2.  The definitions listed below are added or amended to describe a Contract
    offered as a Roth IRA or to describe a Fixed Account.

    Contract Year: The number of completed years since the date of the first
    payment under an individual Contract or to an Account under a group
    Contract.

    Fixed Account: A fixed interest option available in certain states which is
    described in an Appendix to this Prospectus. Amounts allocated to the Fixed
    Account are included in the Account Value.

    Individual Retirement Annuity: An individual or group variable deferred
    annuity intended to qualify under Code Section 408(b) or 408A.

    Qualified Contracts: Contracts available for use with plans entitled to
    special federal income tax treatment under Code Sections 401(a), 403(b),
    408(b), 408A or 457.

    Roth IRA: An Individual Retirement Annuity intended to qualify under Code
    Section 408A.

3.  The Prospectus Summary is amended as follows:

    a. Contracts Offered is amended to add "including Roth IRAs" after
       "("IRAs")" in (2) of paragraph one:

    b. Free Look Period is amended to add the following sentence at the end of
       the paragraph:

       If the Purchase Payment to a Roth IRA is a rollover from a contract
       issued by the Company or an affiliate where the deferred sales charge
       was eliminated or reduced to facilitate the rollover to this Contract,
       the Purchase Payment will be restored to the contract from which it
       came.

    c. Investment Options is amended to add "or Fixed Account" after "Guaranteed
       Account" in the first paragraph. A third paragraph is added to read: "The
       Fixed Account is an option available under the Contract which allows you
       to earn a fixed rate of interest. (See the Appendix to this Prospectus.)"

    d. Transfers is amended to add "or Fixed Account" after "Guaranteed Account"
       in the first sentence. In the second paragraph, the following sentence is
       added after the second sentence: "In a Contract with a Fixed Account, the
       Fixed Account is only available for dollar cost averaging from the Fixed
       Account to the other investment options over a period not to exceed 12
       months."

    e. Taxes is amended to read as follows:

    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. Special rules apply to
    distributions from a Roth IRA. (See "Tax Status.")
<PAGE>

4.  The section entitled "Fee Table" is amended to add the following information
    applicable to Roth IRAs:

    CONTRACT HOLDER TRANSACTION EXPENSES

    Deferred Sales Charge for withdrawals under each Contract (as a percentage
    of each Purchase Payment withdrawn). If the Purchase Payment is a rollover
    from another contract issued by the Company or an affiliate where the
    deferred sales charge has been waived, the deferred sales charge is based on
    the number of completed Contract Years since the date of the initial payment
    to the predecessor contract. The Company reserves the right to not accept
    any rollover contribution to an existing Contract.

    Completed Contract Years

<TABLE>
<S>                               <C>
    Less than 1                       5%
    1 or more but less than 2         4%
    2 or more but less than 3         3%
    3 or more but less than 4         2%
    4 or more but less than 5         1%
    5 or more                         0%
    Annual Maintenance Fee(1)     $30.00
    Transfer Charge(2)            $ 0.00
</TABLE>

    SEPARATE ACCOUNT ANNUAL EXPENSES

    (Daily deductions, equal to the percentage shown on an annual basis, made
    from amounts allocated to the variable options under each Contract)

<TABLE>
<S>                                                 <C>
    During the Accumulation Period
      Mortality and Expense Risk Charge  ......     1.10%(3)
      Administrative Charge  ..................     0.15%
      Total Subaccount Annual Expenses   ......     1.25%
    During the Annuity Period
      Mortality and Expense Risk Charge  ......     1.25%
      Administrative Charge  ..................     0.00%(4)
      Total Subaccount Annual Expenses   ......     1.25%
</TABLE>

- ----------
1) The maintenance fee, if applicable, will generally be deducted from each
   Account annually and if the full Account Value is withdrawn. The maintenance
   fee is waived when the Account Value is $50,000 or more on the date the
   maintenance fee is due. The amount shown is the maximum maintenance fee that
   can be deducted under the Contract.
2) During the Accumulation Period 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.
3) Under certain Contracts the mortality and expense risk charge during the
   Accumulation Period may be reduced. See "Charges and Deductions" in the
   prospectus.
4) 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.


    ANNUAL EXPENSES OF THE FUNDS--Please refer to Fee Table--2 of the
    Prospectus.

    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 0.00%.

<PAGE>


<TABLE>
<CAPTION>
                                                  EXAMPLE A                               EXAMPLE B                  
                                     If you withdraw the entire Account            If you do not withdraw the
                                   Value at the end of the periods shown,   Account Value, or if you annuitize at 
                                    you would pay the following expenses,  the end of the periods shown, you would
                                      including any applicable deferred         pay the following expenses (no   
                                                sales charges:             deferred sales charge is reflected)(1):
                                   1 year    3 years  5 years  10 years    1 year  3 years    5 years  10 years
<S>                                <C>       <C>      <C>      <C>         <C>     <C>        <C>      <C> 
Aetna Variable Fund                $60       $75      $98      $213        $18     $57        $98      $213
Aetna Income Shares                $59       $72      $94      $204        $18     $54        $94      $204
Aetna Variable Encore Fund         $58       $68      $87      $190        $16     $51        $87      $190
Aetna Investment Advisers Fund,    $60       $75      $99      $215        $19     $58        $99      $215
Inc.
Aetna Ascent Variable Portfolio    $62       $81      $108     $233        $20     $63        $108     $233
Aetna Crossroads Variable          $62       $81      $108     $233        $20     $63        $108     $233
Portfolio
Aetna Legacy Variable Portfolio    $62       $81      $108     $233        $20     $63        $108     $233
Aetna Variable Capital             $62       $81      $108     $233        $20     $63        $108     $233
Appreciation Portfolio
Aetna Variable Growth Portfolio    $62       $81      $108     $233        $20     $63        $108     $233
Aetna Variable Index Plus          $59       $73      $95      $206        $18     $55        $95      $206
Portfolio
Aetna Variable Small Company       $63       $85      $115     $248        $22     $67        $115     $248
Portfolio
Calvert Social Balanced            $62       $83      $112     $242        $21     $65        $112     $242
Portfolio (formerly Calvert
Responsibly Invested Balanced
Portfolio)
Fidelity VIP Equity-Income         $70       $84      $108     $215        $19     $58        $99      $215
Portfolio
Fidelity VIP Growth Portfolio      $71       $88      $114     $226        $20     $61        $105     $226
Fidelity VIP High Income           $71       $88      $115     $229        $20     $62        $106     $229
Portfolio
Fidelity VIP Overseas Portfolio    $74       $95      $126     $251        $22     $68        $117     $251
Fidelity VIP II Asset Manager      $72       $89      $116     $232        $20     $62        $107     $232
Portfolio
Fidelity VIP Contrafund Portfolio  $72       $89      $116     $232        $20     $62        $107     $232
Fidelity VIP II Index 500          $67       $75      $92      $182        $16     $48        $83      $182
Portfolio
Janus Aspen Aggressive Growth      $62       $81      $108     $234        $20     $63        $108     $234
Portfolio
Janus Aspen Balanced Portfolio     $63       $86      $117     $252        $22     $69        $117     $252
Janus Aspen Flexible Income        $62       $83      $112     $242        $21     $65        $112     $242
Portfolio
Janus Aspen Growth Portfolio       $61       $79      $105     $226        $20     $61        $105     $226
Janus Aspen Worldwide Growth       $62       $82      $110     $238        $21     $64        $110     $238
Portfolio
MFS Total Return Series            $64       $89      $122     $261        $23     $71        $122     $261
MFS World Governments Series       $64       $89      $122     $261        $23     $71        $122     $261
Oppenheimer Capital Appreciation   $62       $81      $108     $233        $20     $63        $108     $233
Fund
Oppenheimer Global Securities      $62       $82      $111     $239        $21     $65        $111     $239
Fund
Oppenheimer Growth & Income Fund   $64       $88      $120     $258        $23     $70        $120     $258
Oppenheimer Strategic Bond Fund    $62       $84      $113     $243        $21     $66        $113     $243
Portfolio Partners MFS Emerging    $62       $83      $112     $241        $21     $65        $112     $241
Equities Portfolio
Portfolio Partners MFS Research    $62       $84      $113     $243        $21     $66        $113     $243
Growth Portfolio
Portfolio Partners MFS Value       $63       $85      $115     $248        $22     $67        $115     $248
Equity Portfolio
Portfolio Partners Scudder         $64       $88      $120     $258        $23     $70        $120     $258
International Growth Portfolio
Portfolio Partners T. Rowe Price   $62       $81      $108     $233        $20     $63        $108     $233
Growth Equity Portfolio
</TABLE>

- ----------
(1)This example would not apply if a nonlifetime variable annuity option is
selected, and a lump sum settlement is requested within three years after
annuity payments start, since the lump sum payment will be treated as a
withdrawal during the Accumulation Period and will be subject to any deferred
sales charge that would then apply. (Refer to Example A)

<PAGE>

 5. The Funds section of Investment Options on page 1 of the Prospectus is
    amended to add ", or an investment in the Fixed Account in certain Contracts
    where the Guaranteed Account is not available," after the word "duration" in
    the last sentence of the first paragraph.

 6. A new section "Fixed Account" is added after Credited Interest Option on
    page 5 of the Prospectus. It reads:
    "Fixed Account
    In certain states, Purchase Payments may be allocated to the Fixed Account.
    Through the Fixed Account we guarantee to pay the minimum interest rate
    specified in the Contract. (See the Appendix)."

 7. The Purchase section of the Prospectus on page 5 is amended to add
    "including Roth IRAs" after "Annuities" in the first sentence and to add the
    following to the end of the first paragraph:

    A Roth IRA Contract is a special form of IRA which can accept nondeductible
    annual contributions. Contributions to a Simplified Employee Pension Plan
    ("SEP") are not permitted in a Roth IRA Contract. The Roth IRA Contract can
    also accept transfers and rollovers, but only from an Individual Retirement
    Annuity/Individual Retirement Account, subject to ordinary income tax, or
    from another Roth IRA. If the Purchase Payment to a Roth IRA is a rollover
    from a contract issued by the Company or an affiliate where the deferred
    sales charge was eliminated or reduced and the Contract is canceled during
    the free look period, the Purchase Payment will be restored to the
    predecessor contract.

 8. Add the following sentence to the end of Individual Contracts on page 5:

    "However, if the Purchase Payment to a Roth IRA is a rollover from a
    contract issued by the Company or an affiliate where the deferred sales
    charge was eliminated or reduced and the Contract is canceled during the
    free look period, the Purchase Payment will be restored to the predecessor
    contract."

 9. Add "or Fixed Account" after "Guaranteed Account" in Allocation of Purchase
    Payments on page 6.

10. In Mortality and Expense Risk Charge on page 7, add the following sentence
    after the second sentence:

    "If the Contract is issued as a Roth IRA, the mortality and expense risk
    charge is equal, on an annual basis, to 1.10% of the daily net assets of the
    Subaccounts."

11. The first two paragraphs under Deferred Sales Charge on page 7 are replaced
    with the following:

    Withdrawals of all or a portion of the Account Value may be subject to a
    deferred sales charge. The deferred sales charge is a percentage of Purchase
    Payments withdrawn from the Subaccounts and the Guaranteed Account or Fixed
    Account and, except for Roth IRAs, is based on the number of years which
    have elapsed since the Purchase Payment was made. The deferred sales charge
    on withdrawals from a Roth IRA is based on the number of years which have
    elapsed from the Account effective date. The deferred sales charge for each
    Purchase Payment is determined by multiplying the Purchase Payment withdrawn
    by the appropriate percentage, in accordance with the schedule set forth in
    the tables below. If the Purchase Payment is a rollover from another
    contract issued by the Company or an affiliate where the deferred sales
    charge has been waived, the deferred sales charge is based on the number of
    completed Contract Years since the date of the initial payment to the
    predecessor contract. The Company reserves the right to not accept any
    rollover contribution to an existing Contract.

    Withdrawals are taken first against Purchase Payments, then against any
    increase in value. However, the deferred sales charge only applies to the
    Purchase Payment (not to any associated changes in value). To satisfy a
    partial withdrawal, the deferred sales charge is calculated as if the
    Purchase Payments are withdrawn from the Subaccounts in the same order they
    were applied to the Account. Partial withdrawals from the Guaranteed Account
    or the Fixed Account will be treated as described in the Appendices attached
    to this Prospectus and the prospectus for the Guaranteed Account. The total
    charge will be the sum of the charges applicable for all of the Purchase
    Payments withdrawn.

<PAGE>

    The following table applies to Roth IRA Contracts, including those issued in
    New York.

<TABLE>
<CAPTION>
                                Deferred Sales
Completed Contract Years        Charge Deduction
<S>                             <C>
  Less than 1                   5%
  1 or more but less than 2     4%
  2 or more but less than 3     3%
  3 or more but less than 4     2%
  4 or more but less than 5     1%
  5 or more                     0%
</TABLE>

12. Deferred Sales Charge, page 7. In addition to the list of circumstances
    where a deferred sales charge will not be deducted, a deferred sales charge
    will not be deducted if the withdrawal is applied as a rollover to certain
    Roth Individual Retirement Annuities issued by the Company or an affiliate.

13. In Account Value on page 9, add "or the Fixed Account" to the end of the
    paragraph.

14. In Transfers on page 9 add as the third sentence to the first paragraph:

    "Transfers may be made from the Fixed Account to any of the investment
    options available subject to certain restrictions. Amounts may not be
    transferred into the Fixed Account from any of the investment options."

15. In Dollar Cost Averaging on page 10, add "or Fixed Account" after
    "Guaranteed Term" in the third sentence. Add as the next to the last
    sentence in the first paragraph: "If Dollar Cost Averaging is stopped with
    regard to amounts in the Fixed Account, the remaining balance in the Fixed
    Account will be transferred to the Aetna Variable Encore Fund Subaccount (a
    money market fund)."

16. Add the following to the end of the first paragraph under Withdrawals on
    page 10:

    Roth IRAs provide for a tax-free withdrawal of all assets in the Contract,
    both contributions and earnings, provided the withdrawal is not made within
    the 5-taxable year period beginning with the first tax year for which a
    contribution was made, and the distribution is made after attainment of age
    59-1/2, or on account of death or disability, or for a qualified first-time
    home purchase.

    Also add "or Fixed Account" after "Guaranteed Account" in the third
    paragraph.

17. Under Systematic Distribution Option add the following:

    "ECO" is not available under the Roth IRA Contract."

18. Under Annuity Period on page 14, add the following:

    For Roth IRAs, the minimum distribution rules do not apply prior to your
    death. You are not required to begin taking minimum annual distributions by
    April 1 of the calendar year following the calendar year in which you attain
    age 70-1/2. The general rule that annuity payments may not extend beyond
    your life/life expectancy or beyond the joint lives/joint life expectancies
    of you and your beneficiaries does not apply to a Roth IRA. The minimum
    distribution rules which apply to the beneficiary at your death and which
    are described in the Prospectus continue to apply. The rules differ
    depending on whether you die after distributions have begun.

19. Under Individual Retirement Annuities and Simplified Employee Pension Plans
    on page 22, add the following:

    Section 408A of the Code permits eligible individuals to contribute to a
    Roth IRA on an after-tax (nondeductible) basis.

    Distributions from other types of qualified plans are not permitted to be
    transferred or rolled over to a Roth IRA. A Roth IRA can accept
    transfers/rollovers only from an IRA, subject to ordinary income tax, or
    from another Roth IRA.

20. Under Withdrawals on page 19, add the following:

    Any "qualified" distribution from a Roth IRA is not includible in gross
    income. A "qualified" distribution is any distribution made after you have
    attained age 59-1/2, or on account of your death or disability, or for a
    qualified first-time home purchase. A distribution will not be treated as
    "qualified" if it is made within the 5-taxable year period beginning with
    the first taxable year for which a contribution was made. If a distribution
    is not "qualified",
<PAGE>

    the accumulated earnings are includible in income. The 10% premature
    distribution penalty will apply to the taxable portion of the distribution
    unless one of the exceptions under the Code applies. (See Section 21 of this
    Supplement.) A partial distribution will first be treated as a return of
    cost basis (i.e. aggregate amount of contributions.)

    For Roth IRAs the minimum distribution rules do not apply prior to your
    death. (See "Annuity Period" above.)

21. Under Penalty Tax on page 20, replace the language in the fourth paragraph
    with the following:

    In general, except for (d), the same exceptions described in the preceding
    paragraph will apply to distributions made from an Individual Retirement
    Annuity, including a distribution from a Roth IRA that is not a "qualified
    distribution" or a rollover to a Roth IRA that is not a "qualified rollover"
    contribution. Beginning January 1, 1997, the penalty tax is also waived on
    distributions made from an IRA to pay for health insurance premiums for
    certain unemployed individuals. Beginning January 1, 1998, the penalty tax
    is waived if the amounts withdrawn are used for a qualified first-time home
    purchase or for higher education expenses.

22. The following information is added as its own subsection to the end of the
    section entitled "Miscellaneous" on page 23:

    Year 2000

    Aetna Inc. (referred to collectively with its subsidiaries and affiliates
    as "Aetna"), has developed and is currently executing a plan to make its
    computer systems and applications accommodate date-sensitive information
    relating to the Year 2000. The plan covers four stages including (i)
    inventory, (ii) assessment, (iii) remediation and (iv) testing and
    certification. Aetna is currently in the assessment or remediation stages
    of its plan for the systems and applications related to the Separate
    Account, including those relating to the Company, and Aeltus Investment
    Management, Inc., the subadviser to most Aetna affiliated mutual funds.
    Testing and certification of these systems is targeted for completion by
    mid 1999. The costs of these efforts will not affect the Separate Account.

    The Company, its affiliates and the mutual funds that serve as investment
    options for the Separate Account also have relationships with investment
    advisers, broker dealers, transfer agents, custodians or other securities
    industry participants or other service providers that are not affiliated
    with Aetna. Aetna is currently examining its relationships with third
    parties as part of its Year 2000 plan. While the Company believes that
    United States securities industry participants generally are preparing their
    computer systems and applications to accommodate Year 2000 date-sensitive
    information, preparation by third parties is outside the Company's control.
    There can be no assurance that failure of third parties to complete adequate
    preparations in a timely manner, and any resulting systems interruptions or
    other consequences, would not have an adverse effect, directly or
    indirectly, on the Separate Account, including, without limitation, its
    operation or the valuation of its assets and units.

<PAGE>


                                    APPENDIX
                                  FIXED ACCOUNT


The Fixed Account is an investment option available during the Accumulation
Period under the Contracts. The following summarizes material information
concerning the Fixed Account that is offered as an option under the Contract.
Additional information may be found in your Contract. Amounts allocated to the
Fixed Account are held in the Company's general account that supports insurance
and annuity obligations. Interests in the Fixed Account have not been registered
with the SEC in reliance on exemptions under the Securities Act of 1933, as
amended. Disclosure in this prospectus regarding the Fixed Account, however, may
be subject to certain generally applicable provisions of the federal securities
laws relating to the accuracy and completeness of the statements. Disclosure in
this Appendix regarding the Fixed Account has not been reviewed by the SEC.

Fixed Account

Amounts allocated to this option will earn the minimum guaranteed interest rate
specified in the Contract. The Company may credit a higher interest rate from
time to time. The Company's determination of interest rates reflects the
investment income earned on invested assets and the amortization of any capital
gains and/or losses realized on the sale of invested assets. Under this option,
the Company assumes the risk of investment gain or loss by guaranteeing Net
Purchase Payment values and promising a minimum interest rate and Annuity
payment.

Amounts applied to the Fixed Account will earn the interest rate declared on the
date the Purchase Payment is received in good order at the Company's Home
Office. The Fixed Account is only available in certain states. If a withdrawal
is made from the Fixed Account, a deferred sales charge may apply. Amounts
allocated to the Fixed Account will count as an option for purposes of the 18
investment option limit. (See the Contract Prospectus).

Dollar Cost Averaging

Amounts invested in the Fixed Account must be transferred into the other
investment options available under the Contract over a period not to exceed 12
months under the Dollar Cost Averaging Program. In the event a Certificate
Holder discontinues dollar cost averaging, the remaining balance in the Fixed
Account will be transferred into the Aetna Variable Encore Fund Subaccount (a
money market fund) unless directed otherwise.

Mortality and Expense Risk Charges

The Fixed Account will reflect a compound interest rate credited by the Company.
The interest rate quoted is an annual effective yield. The Company makes no
deductions from the credited interest rate for mortality and expense risks;
these risks are considered in determining the credited rate.

Transfers Among Investment Options

Transfers from the Fixed Account to any other available investment option under
the Contract are allowed in each calendar year during the Accumulation Period.
The amount which may be transferred may vary at the Company's discretion;
however, it will never be less than 10% of the amount held under the Fixed
Account.

By giving notice to the Company at its Home Office at least 30 days before
Annuity payments begin, the Certificate Holder may elect to have amounts which
have accumulated under the Fixed Account transferred to one or more of the
investment options available during the Annuity Period to provide Annuity
payments.

Under certain emergency conditions, we may defer payment of a Fixed Account
withdrawal value (a) for a period of up to six months, or (b) as allowed by
federal law.

Condensed Financial Information--Page AUV History--1 through AUV History--4

The following information supplements the Condensed Financial Information Table
to reflect condensed financial information for investment options available as
of September 30, 1997. Not all investment options shown here are currently
available.



<PAGE>
                         CONDENSED FINANCIAL INFORMATION
    (Selected data for accumulation units outstanding throughout each period)
===============================================================================

The condensed financial information presented below for the period ended
September 30, 1997 (unaudited) is supplemental to the Condensed Financial
Information for the ten-year period ended December 31, 1996 (audited) in the
Prospectus.

<TABLE>
<CAPTION>
                                                                                    Period ended
                                                                                  September 30,1997
                                                                                     (Unaudited)
<S>                                                                                <C>
AETNA VARIABLE FUND
Value at beginning of period                                                           $12.769
Value at end of period                                                                 $16.692
Increase (decrease) in value of accumulation unit(1)                                     30.72%
Number of accumulation units outstanding at end of period                            727,748.4
AETNA INCOME SHARES
Value at beginning of period                                                           $10.489
Value at end of period                                                                 $11.047
Increase (decrease) in value of accumulation unit(1)                                      5.32%
Number of accumulation units outstanding at end of period                            214,314.3
AETNA VARIABLE ENCORE FUND
Value at beginning of period                                                           $10.481
Value at end of period                                                                 $10.791
Increase (decrease) in value of accumulation unit(1)                                      2.95%
Number of accumulation units outstanding at end of period                          1,195,320.2
AETNA INVESTMENT ADVISERS FUND, INC.
Value at beginning of period                                                           $11.781
Value at end of period                                                                 $13.996
Increase (decrease) in value of accumulation unit(1)                                     18.80%
Number of accumulation units outstanding at end of period                            270,139.6
AETNA ASCENT VARIABLE PORTFOLIO
Value at beginning of period                                                           $12.674
Value at end of period                                                                 $15.182
Increase (decrease) in value of accumulation unit(1)                                     19.79%
Number of accumulation units outstanding at end of period                             48,617.6
AETNA CROSSROADS VARIABLE PORTFOLIO
Value at beginning of period                                                           $12.123
Value at end of period                                                                 $14.155
Increase (decrease) in value of accumulation unit(1)                                     16.76%
Number of accumulation units outstanding at end of period                             20,507.0
AETNA LEGACY VARIABLE PORTFOLIO
Value at beginning of period                                                           $11.613
Value at end of period                                                                 $13.095
Increase (decrease) in value of accumulation unit(1)                                     12.76%
Number of accumulation units outstanding at end of period                             46,190.6
AETNA VARIABLE CAPITAL  APPRECIATION  PORTFOLIO(4)
Value at beginning of period                                                           $10.856
Value at end of period                                                                 $13.367
Increase (decrease) in value of accumulation unit(1)                                     23.13%
Number of accumulation units outstanding at end of period                             20,351.6
AETNA VARIABLE GROWTH PORTFOLIO(4)
Value at beginning of period                                                           $10.667
Value at end of period                                                                 $13.834
Increase (decrease) in value of accumulation unit(1)                                     29.69%
Number of accumulation units outstanding at end of period                             26,942.3
AETNA VARIABLE INDEX PLUS PORTFOLIO
Value at beginning of period                                                           $10.919
Value at end of period                                                                 $14.077
Increase (decrease) in value of accumulation unit(1)                                     28.93%
Number of accumulation units outstanding at end of period                            193,926.5
AETNA VARIABLE SMALL COMPANY PORTFOLIO(4)
Value at beginning of period                                                           $11.313
Value at end of period                                                                 $14.070
Increase (decrease) in value of accumulation unit(1)                                     24.37%
Number of accumulation units outstanding at end of period                             37,280.5


<PAGE>


                   CONDENSED FINANCIAL INFORMATION (continued)
================================================================================
                                                                                    Period Ended
                                                                                  September 30, 1997
                                                                                     (Unaudited)

ALGER AMERICAN BALANCED PORTFOLIO(3)
Value at beginning of period                                                           $10.713
Value at end of period                                                                 $12.879
Increase (decrease) in value of
   accumulation unit(1)                                                                  20.21%
Number of accumulation units outstanding at end of period                             94,600.9
ALGER AMERICAN GROWTH PORTFOLIO(2)
Value at beginning of period                                                           $10.940
Value at end of period                                                                 $14.097
Increase (decrease) in value of
   accumulation unit(1)                                                                  28.85%
Number of accumulation units outstanding at end of period                            945,397.6
ALGER AMERICAN INCOME AND GROWTH PORTFOLIO(3)
Value at beginning of period                                                           $11.333
Value at end of period                                                                 $15.103
Increase (decrease) in value of
   accumulation unit(1)                                                                  33.26%
Number of accumulation units outstanding at end of period                            244,778.0
ALGER AMERICAN LEVERAGED ALLCAP PORTFOLIO(3)
Value at beginning of period                                                           $11.188
Value at end of period                                                                 $14.051
Increase (decrease) in value of
   accumulation unit(1)                                                                  25.58%
Number of accumulation units outstanding at end of period                            212,806.4
ALGER AMERICAN MIDCAP GROWTH PORTFOLIO(2)
Value at beginning of period                                                           $10.667
Value at end of period                                                                 $13.087
Increase (decrease) in value of
   accumulation unit(1)                                                                  22.69%
Number of accumulation units outstanding at end of period                            600,542.6
ALGER AMERICAN SMALL CAP PORTFOLIO(2)
Value at beginning of period                                                            $9.800
Value at end of period                                                                 $11.520
Increase (decrease) in value of accumulation unit(1)                                     17.56%
Number of accumulation units outstanding at end of period                          1,075,053.2
AMERICAN CENTURY VP BALANCED APPRECIATION(3)
Value at beginning of period                                                           $11.284
Value at end of period                                                                 $12.994
Increase (decrease) in value of accumulation unit(1)                                     15.15%
Number of accumulation units outstanding at end of period                             52,222.8
AMERICAN CENTURY VP CAPITAL APPRECIATION(2)
Value at beginning of period                                                            $9.183
Value at end of period                                                                 $10.098
Increase (decrease) in value of accumulation unit(1)                                      9.97%
Number of accumulation units outstanding at end of period                            120,331.5
AMERICAN CENTURY VP INTERNATIONAL(3)
Value at beginning of period                                                           $11.574
Value at end of period                                                                 $14.103
Increase (decrease) in value of accumulation unit(1)                                     21.85%
Number of accumulation units outstanding at end of period                            171,760.3
FEDERATED AMERICAN LEADERS FUND II(3)
Value at beginning of period                                                           $13.639
Value at end of period                                                                 $17.441
Increase (decrease) in value of accumulation unit(1)                                     27.88%
Number of accumulation units outstanding at end of period                          6,196,311.2
FEDERATED FUND FOR U.S. GOVERNMENT SECURITIES II(3)
Value at beginning of period                                                           $10.809
Value at end of period                                                                 $11.338
Increase (decrease) in value of accumulation unit(1)                                      4.89%
Number of accumulation units outstanding at end of period                            486,893.1


<PAGE>


                   CONDENSED FINANCIAL INFORMATION (continued)
===============================================================================
                                                                                    Period Ended
                                                                                  September 30, 1997
                                                                                     (Unaudited)
FEDERATED HIGH INCOME BOND FUND II(3)
Value at beginning of period                                                           $11.920
Value at end of period                                                                 $13.156
Increase (decrease) in value of accumulation unit(1)                                     10.37%
Number of accumulation units outstanding at end of period                          1,838,830.9
FEDERATED UTILITY FUND II(3)
Value at beginning of period                                                           $12.361
Value at end of period                                                                 $13.712
Increase (decrease) in value of accumulation unit(1)                                     10.93%
Number of accumulation units outstanding at end of period                          1,318,619.7
FIDELITY VIP EQUITY-INCOME PORTFOLIO
Value at beginning of period                                                           $11.855
Value at end of period                                                                 $14.731
Increase (decrease) in value of accumulation unit(1)                                     24.26%
Number of accumulation units outstanding at end of period                          2,038,703.4
FIDELITY VIP GROWTH PORTFOLIO
Value at beginning of period                                                           $10.940
Value at end of period                                                                 $13.475
Increase (decrease) in value of accumulation unit(1)                                     23.17%
Number of accumulation units outstanding at end of period                          1,246,017.9
FIDELITY VIP HIGH INCOME PORTFOLIO
Value at beginning of period                                                           $11.410
Value at end of period                                                                 $13.158
Increase (decrease) in value of accumulation unit(1)                                     15.32%
Number of accumulation units outstanding at end of period                            606,434.6
FIDELITY VIP OVERSEAS PORTFOLIO
Value at beginning of period                                                           $11.447
Value at end of period                                                                 $13.537
Increase (decrease) in value of accumulation unit(1)                                     18.26%
Number of accumulation units outstanding at end of period                            216,953.3
FIDELITY VIP II ASSET MANAGER PORTFOLIO
Value at beginning of period                                                           $11.674
Value at end of period                                                                 $13.643
Increase (decrease) in value of accumulation unit(1)                                     16.87%
Number of accumulation units outstanding at end of period                            210,254.6
FIDELITY VIP II CONTRAFUND PORTFOLIO
Value at beginning of period                                                           $12.093
Value at end of period                                                                 $15.048
Increase (decrease) in value of accumulation unit(1)                                     24.44%
Number of accumulation units outstanding at end of period                          1,377,449.0
FIDELITY VIP II INDEX 500 PORTFOLIO
Value at beginning of period                                                           $12.722
Value at end of period                                                                 $16.256
Increase (decrease) in value of accumulation unit(1)                                     27.77%
Number of accumulation units outstanding at end of period                          1,221,871.2
FIDELITY VIP II INVESTMENT GRADE BOND PORTFOLIO(3)
Value at beginning of period                                                           $10.455
Value at end of period                                                                 $10.986
Increase (decrease) in value of accumulation unit(1)                                      5.08%
Number of accumulation units outstanding at end of period                            104,768.3
JANUS ASPEN AGGRESSIVE GROWTH PORTFOLIO
Value at beginning of period                                                           $11.376
Value at end of period                                                                 $12.454
Increase (decrease) in value of accumulation unit(1)                                      9.48%
Number of accumulation units outstanding at end of period                            503,161.2
JANUS ASPEN BALANCED PORTFOLIO
Value at beginning of period                                                           $12.038
Value at end of period                                                                 $14.221
Increase (decrease) in value of accumulation unit(1)                                     18.14%
Number of accumulation units outstanding at end of period                            449,989.5
JANUS ASPEN FLEXIBLE INCOME PORTFOLIO
Value at beginning of period                                                           $11.136
Value at end of period                                                                 $11.937
Increase (decrease) in value of accumulation unit(1)                                      7.19%
Number of accumulation units outstanding at end of period                            117,157.9


<PAGE>


                   CONDENSED FINANCIAL INFORMATION (continued)
================================================================================
                                                                                    Period Ended
                                                                                  September 30, 1997
                                                                                     (Unaudited)
JANUS ASPEN GROWTH PORTFOLIO
Value at beginning of period                                                           $12.171
Value at end of period                                                                 $14.943
Increase (decrease) in value of accumulation unit(1)                                     22.77%
Number of accumulation units outstanding at end of period                            596,203.9
JANUS ASPEN SHORT-TERM BOND PORTFOLIO(2)
Value at beginning of period                                                           $10.417
Value at end of period                                                                 $10.829
Increase (decrease) in value of accumulation unit(1)                                      3.96%
Number of accumulation units outstanding at end of period                             75,325.9
JANUS ASPEN WORLDWIDE GROWTH PORTFOLIO
Value at beginning of period                                                           $13.393
Value at end of period                                                                 $16.789
Increase (decrease) in value of accumulation unit(1)                                     25.36%
Number of accumulation units outstanding at end of period                          2,523,820.9
LEXINGTON EMERGING MARKETS FUND, INC.(3)
Value at beginning of period                                                           $10.328
Value at end of period                                                                 $11.372
Increase (decrease) in value of accumulation unit(1)                                     10.11%
Number of accumulation units outstanding at end of period                            176,673.1
LEXINGTON NATURAL RESOURCES TRUST(3)
Value at beginning of period                                                           $13.194
Value at end of period                                                                 $16.128
Increase (decrease) in value of accumulation unit(1)                                     22.24%
Number of accumulation units outstanding at end of period                            111,932.5
MFS EMERGING GROWTH SERIES(2)
Value at beginning of period                                                           $10.074
Value at end of period                                                                 $12.559
Increase (decrease) in value of accumulation unit(1)                                     24.66%
Number of accumulation units outstanding at end of period                            995,245.5
MFS RESEARCH SERIES(2)
Value at beginning of period                                                           $10.970
Value at end of period                                                                 $13.327
Increase (decrease) in value of accumulation unit(1)                                     21.49%
Number of accumulation units outstanding at end of period                            866,379.0
MFS TOTAL RETURN SERIES
Value at beginning of period                                                           $10.894
Value at end of period                                                                 $12.707
Increase (decrease) in value of accumulation unit(1)                                     16.63%
Number of accumulation units outstanding at end of period                            430,869.1
MFS VALUE SERIES(2)
Value at beginning of period                                                           $10.334
Value at end of period                                                                 $12.576
Increase (decrease) in value of accumulation unit(1)                                     21.69%
Number of accumulation units outstanding at end of period                             76,223.9
MFS WORLD GOVERNMENT SERIES
Value at beginning of period                                                           $10.471
Value at end of period                                                                 $10.334
Increase (decrease) in value of accumulation unit(1)                                     (1.30%)
Number of accumulation units outstanding at end of period                             73,945.6
OPPENHEIMER CAPITAL APPRECIATION FUND(4)
Value at beginning of period                                                           $10.516
Value at end of period                                                                 $13.267
Increase (decrease) in value of accumulation unit(1)                                     26.16%
Number of accumulation units outstanding at end of period                             24,148.2
OPPENHEIMER GLOBAL SECURITIES FUND(4)
Value at beginning of period                                                           $10.488
Value at end of period                                                                 $11.862
Increase (decrease) in value of accumulation unit(1)                                     13.10%
Number of accumulation units outstanding at end of period                             37,181.7
OPPENHEIMER GROWTH & INCOME FUND(4)
Value at beginning of period                                                           $10.497
Value at end of period                                                                 $12.494
Increase (decrease) in value of accumulation unit(1)                                     19.02%
Number of accumulation units outstanding at end of period                            130,134.4


<PAGE>


                   CONDENSED FINANCIAL INFORMATION (continued)
===============================================================================
                                                                                    Period Ended
                                                                                  September 30, 1997
                                                                                     (Unaudited)
OPPENHEIMER STRATEGIC BOND FUND (4)
Value at beginning of period                                                           $10.187
Value at end of period                                                                 $10.678
Increase (decrease) in value of accumulation unit(1)                                      4.82%
Number of accumulation units outstanding at end of period                             59,319.2
</TABLE>

(1) The above figures are calculated by subtracting the beginning Accumulation
    Unit value from the ending Accumulation Unit value during a calendar year or
    shorter period, and dividing the result by the beginning Accumulation Unit
    value. These figures do not reflect the deferred sales charges or the fixed
    dollar annual maintenance fee, if any. Inclusion of these charges would
    reduce the investment results shown.

(2) These Funds were replaced effective November 28,1997 as described in
    prospectus supplement dated August 21,1997.

(3) These Funds were closed effective November 28,1997 as described in
    prospectus supplement dated August 21,1997.

(4) Reflects less than a full year of performance activity. Funds were first
    received in this option during May 1997.

<PAGE>

   
- --------------------------------------------------------------------------------
                           VARIABLE ANNUITY ACCOUNT I
                                       OF
                    AETNA LIFE INSURANCE AND ANNUITY COMPANY
- --------------------------------------------------------------------------------
           Statement of Additional Information dated February 17, 1998
                               AICA Marathon Plus
                                     
This Statement of Additional Information is not a prospectus and should be read
in conjunction with the current prospectus for Variable Annuity Account I (the
"Separate Account") dated November 28, 1997 and as supplemented on February 17,
1998.

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

                       Aetna Insurance Company of America
                                Customer Service
                              151 Farmington Avenue
                           Hartford, Connecticut 06156
                                 1-800-531-4547
    

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

                                TABLE OF CONTENTS

                                                                          Page
                                                                          ----

General Information and History..........................................   2
   
Variable Annuity Account I...............................................   2
    
Offering and Purchase of Contracts.......................................   3
Performance Data.........................................................   3
      General............................................................   3
      Average Annual Total Return Quotations.............................   4
Annuity Payments.........................................................   7
Sales Material and Advertising...........................................   8
Independent Auditors.....................................................   8
Financial Statements of the Separate Account............................. S-1
Financial Statements of the Company...................................... F-1

<PAGE>

                         GENERAL INFORMATION AND HISTORY


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

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


Other than the mortality and expense risk charges and administrative charge
described in the prospectus, all expenses incurred in the operations of the
Separate Account are borne by the Company. See "Charges and Deductions" in the
prospectus. The Company receives reimbursement for certain administrative costs
from some unaffiliated sponsors of the Funds used as funding options under the
Contract. These fees generally range up to 0.25%.

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


                           VARIABLE ANNUITY ACCOUNT I

Variable Annuity Account I (the "Separate Account") is a separate account
established by the Company for the purpose of funding variable annuity contracts
issued by the Company. The Separate Account is registered with the Securities
and Exchange Commission as a unit investment trust under the Investment Company
Act of 1940, as amended. Purchase Payments made under the Contract may be
allocated to one or more of the Subaccounts. Each Subaccount invests in the
shares of only one of the Funds listed below. The Company may make additions to,
deletions from or substitutions of available investment options as permitted by
law and subject to the conditions of the Contract. The availability of the Funds
is subject to applicable regulatory authorization. Not all Funds are available
in all jurisdictions or under all Contracts.


                                      -2-
<PAGE>

The Funds currently available under the Marathon Plus Contract are as follows:

   
<TABLE>
   <S>                                                 <C>
   Aetna Variable Fund                                 Fidelity VIP II Index 500 Portfolio
   Aetna Income Shares                                 Janus Aspen Aggressive Growth Portfolio
   Aetna Variable Encore Fund                          Janus Aspen Balanced Portfolio
   Aetna Investment Advisers Fund, Inc.                Janus Aspen Flexible Income Portfolio
   Aetna Ascent Variable Portfolio                     Janus Aspen Growth Portfolio
   Aetna Crossroads Variable Portfolio                 Janus Aspen Worldwide Growth Portfolio
   Aetna Legacy Variable Portfolio                     MFS Total Return Series
   Aetna Variable Capital Appreciation Portfolio       MFS World Governments Series
   Aetna Variable Growth Portfolio                     Oppenheimer Capital Appreciation Fund
   Aetna Variable Index Plus Portfolio                 Oppenheimer Global Securities Fund
   Aetna Variable Small Company Portfolio              Oppenheimer Growth & Income Fund
   Calvert Social Balanced Portfolio                   Oppenheimer Strategic Bond Fund
     (formerly Calvert Responsibily                    Portfolio Partners MFS Emerging Equities Portfolio
      Invested Balanced Portfolio)                       Portfolio Partners MFS Research Growth Portfolio
   Fidelity VIP Equity-Income Portfolio                Portfolio Partners MFS Value Equity Portfolio
   Fidelity VIP Growth Portfolio                       Portfolio Partners Scudder International
   Fidelity VIP High Income Portfolio                    Growth Portfolio
   Fidelity VIP Overseas Portfolio                     Portfolio Partners T. Rowe Price Growth
   Fidelity VIP II Asset Manager Portfolio               Equity Portfolio
   Fidelity VIP II Contrafund Portfolio
 </TABLE>
    

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

                       OFFERING AND PURCHASE OF CONTRACTS

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

                                PERFORMANCE DATA

GENERAL

From time to time, the Company may advertise different types of historical
performance for the Subaccounts of the Separate Account available under the
Contracts. The Company may advertise the "standardized average annual total
returns," calculated in a manner prescribed by the Securities and


                                      -3-
<PAGE>

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 redeemable value is then divided by the initial
investment and this quotient is taken to the Nth root (N represents the number
of years in the period) and 1 is subtracted from the result which is then
expressed as a percentage, carried to at least the nearest hundredth of a
percent. The standardized figures use the actual returns of the Fund since the
date the Fund was first available under the Separate Account and then adjust
them to reflect the deduction of the maximum amount of recurring charges under
the Contracts during each period (e.g., 1.25% mortality and expense risk charge,
$30.00 maintenance fee, 0.15% administrative charge, and deferred sales charges
of 7% of Purchase Payment grading down to 0% after 7 years). 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 total return
figures shown below may be different from the actual historical total return
under your Contract because for periods prior to 1994, the Subaccount's
investment performance reflected the investment performance of the underlying
Fund plus any cash held by the Subaccount.
    

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 and may include returns calculated from the
Fund's inception date and/or the date the Fund was added to the Separate
Account.

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

AVERAGE ANNUAL TOTAL RETURN QUOTATIONS - Standardized and Non-Standardized

   
The tables shown below reflect the average annual standardized and
non-standardized total return quotation figures for the periods ended September
30, 1997 for the Subaccounts available under the Separate Account as of
September 30, 1997 (not all such Funds are currently available). For those
Subaccounts where results are not available for the full calendar period
indicated, the percentage shown is an average annual return since the date
contributions were first received in the Fund under the Separate Account (in the
case of standardized performance) or the Fund's inception date (in the case of
nonstandardized performance). (Percentages reflecting partial periods are
denoted with an asterisk.)
    


                                      -4-
<PAGE>

<TABLE>
<CAPTION>
   
- -----------------------------------------------------------------------------------------------------------------------------
                                                                   Date                                            Fund
      ($30.00 Maintenance Fee)              Standardized        Contributions          Non-Standardized            Inception
                                                                   First                                             Date
                                                                 Received
                                                                   Under
                                                                 Separate
                                                                  Account
- ------------------------------------------------------------------------------------------------------------------------------
             Subaccount              One        Five      Ten                 One      Three      Five      Ten
                                     Year       Years    Years                Year      Year      Year      Year
- ------------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>      <C>       <C>     <C>         <C>       <C>       <C>        <C>      <C>
Aetna Ascent Variable Portfolio       19.74%   26.11%*           07/31/96    28.75%    23.37%*                       07/05/95
- ------------------------------------------------------------------------------------------------------------------------------
Aetna Crossroads Variable Portfolio   15.11%   19.80%*           07/31/96    23.77%    19.28%*                       07/05/95
- ------------------------------------------------------------------------------------------------------------------------------
Aetna Income Shares                    0.19%    0.44%*           01/31/96     7.73%     7.77%     5.26%      8.04%   05/15/73
- ------------------------------------------------------------------------------------------------------------------------------
Aetna Investment Advisers Fund, Inc.  14.91%   15.77%*           02/29/96    23.56%    19.05%    12.84%     11.08%*  04/03/89
- ------------------------------------------------------------------------------------------------------------------------------
Aetna Legacy Variable Portfolio        9.74%   11.30%*           05/31/96    17.99%    14.90%*                       07/05/95
- ------------------------------------------------------------------------------------------------------------------------------
Aetna Variable Capital Appreciation   13.27%*                    05/30/97    41.54%*                                 12/13/96
Portfolio
- ------------------------------------------------------------------------------------------------------------------------------
Aetna Variable Encore Fund            (3.30%)  (0.01%)*          02/29/96     3.98%     4.12%     3.24%      4.52%   08/01/75
- ------------------------------------------------------------------------------------------------------------------------------
Aetna Variable Fund                   31.74%   27.30%*           01/31/96    41.66%    27.74%    17.39%     12.95%   05/01/75
- ------------------------------------------------------------------------------------------------------------------------------
Aetna Variable Growth Portfolio       16.25%*                    05/30/97    39.80%*                                 12/13/96
- ------------------------------------------------------------------------------------------------------------------------------
Aetna Variable Index Plus Portfolio   25.40%*                    10/31/96    39.90%    38.92%*                       09/16/96
- ------------------------------------------------------------------------------------------------------------------------------
Aetna Variable Small Company          15.66%*                    05/30/97    38.33%*                                 12/27/96
Portfolio
- ------------------------------------------------------------------------------------------------------------------------------
Alger American Balanced               13.87%   12.48%*           04/30/96    22.44%    18.07%    12.24%      8.89%*  09/05/89
Portfolio (1)
- ------------------------------------------------------------------------------------------------------------------------------
Alger American Growth                 23.66%   19.04%*           01/31/96    32.97%    25.77%    21.64%     18.86%*  01/09/89
Portfolio (2)
- ------------------------------------------------------------------------------------------------------------------------------
Alger American Income & Growth        32.80%   28.24%*           03/29/96    42.80%    27.72%    17.80%     12.48%*  11/15/88
Portfolio (1)
- ------------------------------------------------------------------------------------------------------------------------------
Alger American Leveraged AllCap       16.44%   11.37%*           04/30/96    25.20%    38.37%*                       01/25/95
Portfolio (1)
- ------------------------------------------------------------------------------------------------------------------------------
Alger American MidCap Growth          15.60%   23.48%*           05/03/93    24.30%    25.84%    23.89%*             05/03/93
Portfolio (2)
- ------------------------------------------------------------------------------------------------------------------------------
Alger American Small Cap (2)           4.99%    8.38%*           01/31/96    12.89%    20.82%    16.54%     19.00%*  09/21/88
- ------------------------------------------------------------------------------------------------------------------------------
American Century VP Balanced (1)      10.67%   12.71%*           05/31/96    19.00%    14.98%    10.33%     10.03%*  05/01/91
- ------------------------------------------------------------------------------------------------------------------------------
American Century VP Cap               (7.16%)  (1.37%)*          03/30/96    (0.17%)   10.63%     8.72%      9.59%*  11/20/87
Appreciation (2)
- ------------------------------------------------------------------------------------------------------------------------------
American Century VP                   19.54%   18.19%*           03/29/96    28.54%    12.54%    11.07%*             05/01/94
International (1)
- ------------------------------------------------------------------------------------------------------------------------------
Federated  Utility Fund II (1)        12.88%   13.21%*           06/30/95    21.37%    13.93%    10.26%*             02/10/94
- ------------------------------------------------------------------------------------------------------------------------------
Federated American Leaders            27.32%   26.04%*           10/31/95    36.91%    25.75%    20.71%*             02/10/94
Fund II (1)
- ------------------------------------------------------------------------------------------------------------------------------
Federated Fund for US Gov't           (0.12%)   3.48%*           07/31/95     7.40%     5.22%     4.66%*             03/28/94
Securities II (1)
- ------------------------------------------------------------------------------------------------------------------------------
Federated High Income Bond             6.71%   11.12%*           07/31/95    14.74%    13.19%     9.99%*             03/01/94
Fund II (1)
- ------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Equity-Income Portfolio  22.80%   17.18%*           01/31/96    32.05%    22.56%    19.79%     12.45%   10/09/86
- ------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Growth Portfolio         16.50%   17.78%*           01/31/96    25.27%    23.83%    19.69%     13.10%   10/09/86
- ------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP High Income Portfolio     9.13%   12.44%*           03/29/96    17.35%    14.93%    12.30%     11.08%   09/19/85
- ------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP II Asset Manager         14.89%   14.67%*           04/30/96    23.53%    13.69%    11.77%     11.29%*  09/06/89
Portfolio
- ------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP II Contrafund Portfolio  25.23%   23.26%*           03/29/96    34.66%    29.95%*                       01/03/95
- ------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP II Index 500 Portfolio   28.22%   25.80%*           03/29/96    37.87%    27.75%    18.74%     18.64%*  08/27/92
- ------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP II Investment Grade       0.25%    2.11%*           03/29/96     7.79%     7.15%     5.03%      6.70%*  12/05/88
Bond Portfolio- (1)
- ------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Overseas Portfolio       14.77%   13.89%*           03/29/96    23.41%    11.57%    12.90%      7.14%   02/13/87
- ------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Series Aggressive         (1.36%)   0.36%*           03/29/96     6.06%    15.49%    18.32%*             09/13/93
Growth Portfolio
- ------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Series Balanced           13.12%   15.68%*           03/29/96    21.63%    17.99%    15.12%*             09/13/93
Portfolio
- ------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Series Flexible Income     3.71%    7.01%*           04/30/96    11.52%    11.69%     8.31%*             09/13/93
Portfolio
- ------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Series Growth Portfolio   16.61%   17.01%*           03/29/96    25.38%    22.48%    17.53%*             09/13/93
- ------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Series Short-Term Bond    (1.64%)   0.68%*           03/29/96     5.77%     4.89%     3.38%*             09/13/93
Portfolio (2)
- ------------------------------------------------------------------------------------------------------------------------------
    


                                      -5-
<PAGE>
   
(Continued from Previous Page)
- -----------------------------------------------------------------------------------------------------------------------------
                                                                   Date                                              Fund
      ($30.00 Maintenance Fee)              Standardized        Contributions          Non-Standardized              Inception
                                                                   First                                             Date
                                                                 Received
                                                                   Under
                                                                 Separate
                                                                  Account
- ------------------------------------------------------------------------------------------------------------------------------
             Subaccount              One        Five      Ten                 One      Three      Five      Ten
                                     Year       Years    Years                Year      Year      Year      Year
- ------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Series Worldwide Growth   22.24%   27.10%*            01/31/96    31.45%    25.50%   23.88%*             09/13/93
Portfolio
- ------------------------------------------------------------------------------------------------------------------------------
Lexington Emerging Markets Fund,      (0.14%)  (1.16%)*           01/31/96     7.38%    (0.46%)   2.80%*             03/30/94
Inc. (1)
- ------------------------------------------------------------------------------------------------------------------------------
Lexington Natural Resources           26.85%   21.48%*            04/30/96    36.39%    17.73%   12.27%     11.05%*  10/14/91
Trust (1)
- ------------------------------------------------------------------------------------------------------------------------------
MFS Emerging Growth Series (2)        13.59%   12.41%*            05/31/96    22.14%    26.74%*                      07/24/95
- ------------------------------------------------------------------------------------------------------------------------------
MFS Research Series (2)               18.28%   17.28%*            05/31/96    27.19%    24.45%*                      07/26/95
- ------------------------------------------------------------------------------------------------------------------------------
MFS Total Return Series               14.38%   15.09%*            05/31/96    22.99%    20.10%*                      01/03/95
- ------------------------------------------------------------------------------------------------------------------------------
MFS Value Series (2)                  17.28%   22.39%*            08/14/96    26.11%    27.63%*                      08/14/96
- ------------------------------------------------------------------------------------------------------------------------------
MFS World Governments Series          (6.41%)  (2.36%)*           05/31/96     0.63%     4.88%    4.11%*             06/14/94
- ------------------------------------------------------------------------------------------------------------------------------
Oppenheimer Capital Appreciation      10.94%*                     05/30/97    15.66%    22.69%   20.67%     13.56%   08/15/86
Fund
- ------------------------------------------------------------------------------------------------------------------------------
Oppenheimer Global Securities Fund     3.43%*                     05/30/97    30.36%    10.10%   17.37%     11.55%*  11/12/90
- ------------------------------------------------------------------------------------------------------------------------------
Oppenheimer Growth & Income Fund       7.76%*                     05/30/97    36.15%    38.54%*                      07/06/95
- ------------------------------------------------------------------------------------------------------------------------------
Oppenheimer Strategic Bond Fund       (2.84%)*                    05/30/97     9.76%     9.34%    6.30%*             05/03/93
- ------------------------------------------------------------------------------------------------------------------------------
</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.

(1) These Funds were closed effective November 28, 1997 as described in
    prospectus supplement dated August 21, 1997.
(2) These Funds were replaced effective November 28, 1997 as described in
    prospectus supplement dated August 21, 1997.
    
                                      -6-
<PAGE>


                                ANNUITY PAYMENTS

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

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

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

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

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

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.


                                      -7-
<PAGE>

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

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

                         SALES MATERIAL AND ADVERTISING

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

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

We may publish in advertisements and reports, the ratings and other information
assigned to us by one or more independent rating organizations such as A.M. Best
Company, Duff & Phelps, Standard & Poor's Corporation and Moody's Investors
Services, Inc. The purpose of the ratings is to reflect our financial strength
and/or claims-paying ability. We may also quote ranking services such as
Morningstar's Variable Annuity/Life Performance Report and Lipper's Variable
Insurance Products Performance Analysis Service (VIPPAS), which rank variable
annuity or life Subaccounts or their underlying funds by performance and/or
investment objective. We may illustrate in advertisements the performance of the
underlying funds, if accompanied by performance which also shows the performance
of such funds, reduced by applicable charges under the Separate Account. We may
also show in advertisements the portfolio holdings of the underlying funds,
updated at various intervals. 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.



                                       -8-
<PAGE>

                           VARIABLE ANNUITY ACCOUNT I
                              FINANCIAL STATEMENTS

                                     Index
<TABLE>
<S>                                                                                                 <C>
Statement of Assets and Liabilities as of September 30, 1997 (unaudited) ........................   S-1
Statement of Operations and Changes in Net Assets for the nine-months
  ended September 30, 1997 and 1996 (unaudited) .................................................   S-5
Condensed Financial Information for the nine-months 
  ended September 30, 1997 (unaudited) ..........................................................   S-6
Notes to Financial Statements -- September 30, 1997 (unaudited) .................................   S-9
Statement of Assets and Liabilities -- December 31, 1996 ........................................   S-17
Statement of Operations and Changes in Net Assets for the years
  ended December 31, 1996 and 1995 ..............................................................   S-20
Notes to Financial Statements -- December 31, 1996 ..............................................   S-21
Independent Auditors' Report ....................................................................   S-29
</TABLE>


<PAGE>


Variable Annuity Account I

Statement of Assets and Liabilities - September 30, 1997 (Unaudited):

<TABLE>
<S>                                                                                 <C>
ASSETS:
Investments, at net asset value: (Note 1)
  Aetna Variable Fund; 296,330 shares (cost $10,476,615) .......................    $ 12,147,482
  Aetna Income Shares; 181,087 shares (cost $2,320,526) ........................       2,367,501
  Aetna Variable Encore Fund; 978,424 shares (cost $12,701,827) ................      12,898,434
  Aetna Investment Advisers Fund, Inc.; 229,132 shares (cost $3,521,431) .......       3,780,811
  Aetna Ascent Variable Portfolio; 48,879 shares (cost $707,808) ...............         738,130
  Aetna Crossroads Variable Portfolio; 20,789 shares (cost $261,592) ...........         290,272
  Aetna Legacy Variable Portfolio; 50,474 shares (cost $588,441) ...............         638,057
  Aetna Variable Portfolios, Inc.:
    Aetna Variable Capital Appreciation; 19,034 shares (cost $265,691) .........         272,033
    Aetna Variable Growth Portfolio; 26,363 shares (cost $358,694) .............         372,732
    Aetna Variable Index Plus Portfolio; 192,116 shares (cost $2,426,604) ......       2,729,871
    Aetna Variable Small Company Portfolio; 37,517 shares (cost $476,712) ......         524,552
  Alger American Funds:
    Balanced Portfolio; 111,671 shares (cost $1,060,457) .......................       1,218,334
    Growth Portfolio; 300,975 shares (cost $10,697,338) ........................      13,327,179
    Income and Growth Portfolio; 340,408 shares (cost $3,308,122) ..............       3,696,826
    Leveraged AllCap Portfolio; 121,695 shares (cost $2,415,438) ...............       2,990,043
    MidCap Portfolio; 301,476 shares (cost $6,539,418) .........................       7,859,467
    Small Capitalization Portfolio; 265,431 shares (cost $10,752,264) ..........      12,385,023
  American Century Investments:
    Balanced Fund; 81,954 shares (cost $623,223) ...............................         678,581
    Capital Appreciation Fund; 109,270 shares (cost $1,084,475) ................       1,215,088
    International Fund; 341,169 shares (cost $2,142,961) .......................       2,422,299
  Fidelity Investments Variable Insurance Products Fund:
    Equity-Income Portfolio; 1,261,822 shares (cost $25,948,382) ...............      30,031,364
    Growth Portfolio; 448,945 shares (cost $14,024,989) ........................      16,790,553
    High Income Portfolio; 593,261 shares (cost $7,292,219) ....................       7,979,358
    Overseas Portfolio; 142,774 shares (cost $2,646,031) .......................       2,936,870
  Fidelity Investments Variable Insurance Products Fund II:
    Asset Manager Portfolio; 162,707 shares (cost $2,638,454) ..................       2,868,519
    Contrafund Portfolio; 1,026,154 shares (cost $17,052,720) ..................      20,728,303
    Index 500 Portfolio; 178,441 shares (cost $16,989,270) .....................      19,862,300
    Investment Grade Bond Portfolio; 94,112 shares (cost $1,122,545) ...........       1,150,990
  Insurance Management Series:
    American Leaders Fund II; 5,638,457 shares (cost $82,217,731) ..............     108,089,212
    Equity Income Fund II; 755,241 shares (cost $8,631,649) ....................       9,274,363
    Growth Strategies Fund II; 1,376,056 shares (cost $17,738,421) .............      23,558,087
    High Income Bond Fund II; 2,256,282 shares (cost $22,827,318) ..............      24,209,902
    International Equity Fund II; 1,542,512 shares (cost $17,016,582) ..........      19,574,477
    Prime Money Fund II; 4,307,426 shares (cost $4,307,426) ....................       4,307,426
    U.S. Government Securities Fund II; 536,485  shares (cost $5,422,705) ......       5,520,434
    Utility Fund II; 1,430,698 shares (cost $15,989,481) .......................      18,098,332
  Janus Aspen Series:
    Aggressive Growth Portfolio; 310,514 shares (cost $5,647,596) ..............       6,266,171
    Balanced Portfolio; 371,405 shares (cost $5,740,033) .......................       6,399,316
    Flexible Income Portfolio; 119,433 shares (cost $1,367,508) ................       1,398,558
    Growth Portfolio; 475,648 shares (cost $7,701,148) .........................       8,908,888
    Short-Term Bond Portfolio; 79,813 shares (cost $807,813) ...................         815,687
    Worldwide Growth Portfolio; 1,743,038 shares (cost $35,726,058) ............      42,373,264


                                      S-1
<PAGE>


Variable Annuity Account I

Statement of Assets and Liabilities - September 30, 1997 (Unaudited &
continued):


  Lexington Emerging Markets Fund; 179,227 shares (cost $1,987,062) ............    $  2,009,136
  Lexington Natural Resources Trust Fund; 105,015 shares (cost $1,530,018) .....       1,805,207
  MFS Funds:
    Emerging Growth Series; 749,342 shares (cost $10,419,131) ..................      12,499,024
    Research Series; 716,292 shares (cost $9,955,446) ..........................      11,546,629
    Total Return Series; 338,796 shares (cost $5,002,542) ......................       5,474,948
    Value Series; 73,122 shares (cost $882,128) ................................         958,624
    World Government Series; 74,190 shares (cost $755,248) .....................         764,158
  Oppenheimer Funds:
    Capital Appreciation Fund; 7,220 shares (cost $293,544) ....................         320,366
    Global Securities Fund; 20,148 shares (cost $420,282) ......................         441,042
    Growth and Income Fund; 80,928 shares (cost $1,563,273) ....................       1,625,845
    Strategic Bond Fund; 122,754 shares (cost $628,703) ........................         633,408
                                                                                    ------------
NET ASSETS (cost $425,023,093) .................................................    $501,773,476
                                                                                    ============
</TABLE>


Net assets represented by:


Reserves for annuity contracts in accumulation and payment period: (Notes 1 and
Note 5)

<TABLE>
<S>                                                                                 <C>
Aetna Variable Fund:
 Annuity contracts in accumulation .............................................    $12,147,482
Aetna Income Shares:
 Annuity contracts in accumulation .............................................      2,367,501
Aetna Variable Encore Fund:
 Annuity contracts in accumulation .............................................     12,898,434
Aetna Investment Advisers Fund, Inc.:
 Annuity contracts in accumulation .............................................      3,780,811
Aetna Ascent Variable Portfolio:
 Annuity contracts in accumulation .............................................        738,130
Aetna Crossroads Variable Portfolio:
 Annuity contracts in accumulation .............................................        290,272
Aetna Legacy Variable Portfolio:
 Annuity contracts in accumulation .............................................        604,868
 Annuity contracts in payment period ...........................................         33,189
Aetna Variable Portfolios, Inc.
  Aetna Variable Capital Appreciation Fund:
 Annuity contracts in accumulation .............................................        272,033
  Aetna Variable Growth Fund:
 Annuity contracts in accumulation .............................................        372,732
  Aetna Variable Index Plus Portfolio:
 Annuity contracts in accumulation .............................................      2,729,871
  Aetna Variable Small Company Portfolio:
 Annuity contracts in accumulation .............................................        524,552
Alger American Funds:
  Balanced Portfolio:
 Annuity contracts in accumulation .............................................      1,218,334


                                      S-2
<PAGE>

Variable Annuity Account I

Statement of Assets and Liabilities - September 30, 1997 (Unaudited &
continued):


  Growth Portfolio:
 Annuity contracts in accumulation .............................................    $ 13,327,179
  Income and Growth Portfolio:
 Annuity contracts in accumulation .............................................       3,696,826
  Leveraged AllCap Portfolio:
 Annuity contracts in accumulation .............................................       2,990,043
  MidCap Portfolio:
 Annuity contracts in accumulation .............................................       7,859,467
  Small Capitalization Portfolio:
 Annuity contracts in accumulation .............................................      12,385,023
American Century Investments:
  Balanced Fund:
 Annuity contracts in accumulation .............................................         678,581
  Capital Appreciation Fund:
 Annuity contracts in accumulation .............................................       1,215,088
  International Fund:
 Annuity contracts in accumulation .............................................       2,422,299
Fidelity Investments Variable Insurance Products Fund:
  Equity-Income Portfolio:
 Annuity contracts in accumulation .............................................      30,031,364
  Growth Portfolio:
 Annuity contracts in accumulation .............................................      16,790,553
  High Income Portfolio:
 Annuity contracts in accumulation .............................................       7,979,358
  Overseas Portfolio:
 Annuity contracts in accumulation .............................................       2,936,870
Fidelity Investments Variable Insurance Products Fund II:
  Asset Manager Portfolio:
 Annuity contracts in accumulation .............................................       2,868,519
  Contrafund Portfolio:
 Annuity contracts in accumulation .............................................      20,728,303
  Index 500 Portfolio:
 Annuity contracts in accumulation .............................................      19,862,300
  Investment Grade Bond Portfolio:
 Annuity contracts in accumulation .............................................       1,150,990
Insurance Management Series:
  American Leaders Fund II:
 Annuity contracts in accumulation .............................................     108,071,685
 Annuity contracts in payment period ...........................................          17,527
  Equity Income Fund II:
 Annuity contracts in accumulation .............................................       9,274,363
  Growth Strategies Fund II:
 Annuity contracts in accumulation .............................................      23,558,087
  High Income Bond Fund II:
 Annuity contracts in accumulation .............................................      24,192,411
 Annuity contracts in payment period ...........................................          17,491
  International Equity Fund II:
 Annuity contracts in accumulation .............................................      19,574,477
  Prime Money Fund II:
 Annuity contracts in accumulation .............................................       4,307,426


                                      S-3
<PAGE>

Variable Annuity Account I

Statement of Assets and Liabilities - September 30, 1997 (Unaudited &
continued):


  U.S. Government Securities Fund II:
 Annuity contracts in accumulation .............................................    $  5,520,434
  Utility Fund II:
 Annuity contracts in accumulation .............................................      18,080,453
 Annuity contracts in payment period ...........................................          17,879
Janus Aspen Series:
  Aggressive Growth Portfolio:
 Annuity contracts in accumulation .............................................       6,266,171
  Balanced Portfolio:
 Annuity contracts in accumulation .............................................       6,399,316
  Flexible Income Portfolio:
 Annuity contracts in accumulation .............................................       1,398,558
  Growth Portfolio:
 Annuity contracts in accumulation .............................................       8,908,888
  Short-Term Bond Portfolio:
 Annuity contracts in accumulation .............................................         815,687
  Worldwide Growth Portfolio:
 Annuity contracts in accumulation .............................................      42,373,264
Lexington Emerging Markets Fund:
 Annuity contracts in accumulation .............................................       2,009,136
Lexington Natural Resources Trust Fund:
 Annuity contracts in accumulation .............................................       1,805,207
MFS Funds:
  Emerging Growth Series:
 Annuity contracts in accumulation .............................................      12,499,024
  Research Series:
 Annuity contracts in accumulation .............................................      11,546,629
  Total Return Series:
 Annuity contracts in accumulation .............................................       5,474,948
  Value Series:
 Annuity contracts in accumulation .............................................         958,624
  World Government Series:
 Annuity contracts in accumulation .............................................         764,158
Oppenheimer Funds:
  Capital Appreciation Fund:
 Annuity contracts in accumulation .............................................         320,366
  Global Securities Fund:
 Annuity contracts in accumulation .............................................         441,042
  Growth and Income Fund:
 Annuity contracts in accumulation .............................................       1,625,845
  Strategic Bond Fund:
 Annuity contracts in accumulation .............................................         633,408
                                                                                    ------------
                                                                                    $501,773,476
                                                                                    ============
</TABLE>




See Notes to Financial Statements


                                      S-4
<PAGE>


Variable Annuity Account I

Statements of Operations and Changes in Net Assets

<TABLE>
<CAPTION>
                                                                       Nine Months Ended   Nine Months Ended
                                                                      September 30, 1997  September 30, 1996
                                                                          (Unaudited)        (Unaudited)
<S>                                                                       <C>               <C>
INVESTMENT INCOME:
Income: (Notes 1, 3 and 5)
   Dividends .........................................................    $   9,576,456     $   1,825,813
Expenses: (Notes 2 and 5)
   Valuation Period Deductions .......................................       (3,691,799)         (816,837)
                                                                          -------------     -------------
Net investment income ................................................        5,884,657         1,008,976
                                                                          -------------     -------------
NET REALIZED AND UNREALIZED GAIN
  ON INVESTMENTS:
Net realized gain on sales of investments: (Notes 1, 4 and 5)
  Proceeds from sales ................................................       44,998,697        18,790,714
  Cost of investments sold ...........................................       42,074,222        18,924,065
                                                                          -------------     -------------
    Net realized gain ................................................        2,924,475          (133,351)
Net unrealized gain on investments: (Note 5)
  Beginning of period ................................................       13,871,018         1,366,008
  End of period ......................................................       76,750,381         7,027,946
                                                                          -------------     -------------
    Net change in unrealized gain ....................................       62,879,363         5,661,938
                                                                          -------------     -------------
Net realized and unrealized gain on investments ......................       65,803,838         5,528,587
                                                                          -------------     -------------
Net increase in net assets resulting from operations .................       71,688,495         6,537,563
                                                                          -------------     -------------
FROM UNIT TRANSACTIONS:
Variable annuity contract purchase payments ..........................      177,663,705        98,843,484
Sales and administrative charges deducted by the Company .............                0                 0
                                                                          -------------     -------------
    Net variable annuity contract purchase payments ..................      177,663,705        98,843,484
Transfers from the Company's fixed account options ...................       42,754,647        12,148,592
Redemptions by contract holders ......................................       (9,384,054)       (1,432,605)
Other ................................................................          152,763            37,116
                                                                          -------------     -------------
    Net increase in net assets from unit transactions (Note 5) .......      211,187,061       109,596,587
                                                                          -------------     -------------
Change in net assets .................................................      282,875,556       116,134,150
NET ASSETS:
Beginning of period ..................................................      218,897,920        33,757,616
                                                                          -------------     -------------
End of period ........................................................    $ 501,773,476     $ 149,891,766
                                                                          =============     =============
</TABLE>


See Notes to Financial Statements


                                      S-5
<PAGE>


Variable Annuity Account I

Condensed Financial Information - Period Ended September 30, 1997 (Unaudited)

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------

                                                            Value             Increase (Decrease)    Units
                                                          Per Unit                in Value of     Outstanding  Reserves
                                               Beginning              End of     Accumulation       at End      at End
                                               of Period              Period         Unit         of Period    of Period
- -------------------------------------------------------------------------------------------------------------------------
<S>                                              <C>                  <C>            <C>         <C>         <C>
Aetna Variable Fund:
AICA I                                           $12.769              $16.692        30.72%        727,748.4 $12,147,482
- -------------------------------------------------------------------------------------------------------------------------
Aetna Income Shares:
AICA I                                           $10.489              $11.047         5.32%        214,314.3   2,367,501
- -------------------------------------------------------------------------------------------------------------------------
Aetna Variable Encore Fund:
AICA I                                           $10.481              $10.791         2.95%      1,195,320.2  12,898,434
- -------------------------------------------------------------------------------------------------------------------------
Aetna Investment Advisers Fund, Inc.:
AICA I                                           $11.781              $13.996        18.80%        270,139.6   3,780,811
- -------------------------------------------------------------------------------------------------------------------------
Aetna Ascent Variable Portfolio:
AICA I                                           $12.674              $15.182        19.79%         48,617.6     738,130
- -------------------------------------------------------------------------------------------------------------------------
Aetna Crossroads Variable Portfolio:
AICA I                                           $12.123              $14.155        16.76%         20,507.0     290,272
- -------------------------------------------------------------------------------------------------------------------------
Aetna Legacy Variable Portfolio:
AICA I                                           $11.613              $13.095        12.76%         46,190.6     604,868
Annuity contracts in payment period                                                                               33,189
- -------------------------------------------------------------------------------------------------------------------------
Aetna Variable Portfolios, Inc.:
 Aetna Variable Capital Appreciation Portfolio:
AICA I                                           $10.856              $13.367        23.13%(2)      20,351.6     272,033
- -------------------------------------------------------------------------------------------------------------------------
 Aetna Variable Growth Portfolio:
AICA I                                           $10.667              $13.834        29.69%(2)      26,942.3     372,732
- -------------------------------------------------------------------------------------------------------------------------
 Aetna Variable Index Plus Portfolio:
AICA I                                           $10.919              $14.077        28.93%        193,926.5   2,729,871
- -------------------------------------------------------------------------------------------------------------------------
 Aetna Variable Small Company Portfolio:
AICA I                                           $11.313              $14.070        24.37%(2)      37,280.5     524,552
- -------------------------------------------------------------------------------------------------------------------------
Alger American Funds:
 Balanced Portfolio:
AICA I                                           $10.713              $12.879        20.21%         94,600.9   1,218,334
- -------------------------------------------------------------------------------------------------------------------------
 Growth Portfolio:
AICA I                                           $10.940              $14.097        28.85%        945,397.6  13,327,178
- -------------------------------------------------------------------------------------------------------------------------
 Income and Growth Portfolio:
AICA I                                           $11.333              $15.103        33.26%        244,778.0   3,696,826
- -------------------------------------------------------------------------------------------------------------------------
 Leveraged AllCap Portfolio:
AICA I                                           $11.188              $14.051        25.58%        212,806.4   2,990,043
- -------------------------------------------------------------------------------------------------------------------------
 MidCap Portfolio:
AICA I                                           $10.667              $13.087        22.69%        600,542.6   7,859,467
- -------------------------------------------------------------------------------------------------------------------------
 Small Capitalization Portfolio:
AICA I                                            $9.800              $11.520        17.56%      1,075,053.2  12,385,023
- -------------------------------------------------------------------------------------------------------------------------
American Century Investments:
 Balanced Fund:
AICA I                                           $11.284              $12.994        15.15%         52,222.8     678,581
- -------------------------------------------------------------------------------------------------------------------------
 Capital Appreciation Fund:
AICA I                                            $9.183              $10.098         9.97%        120,331.5   1,215,088
- -------------------------------------------------------------------------------------------------------------------------
 International Fund:
AICA I                                           $11.574              $14.103        21.85%        171,760.3   2,422,299
- -------------------------------------------------------------------------------------------------------------------------
Fidelity Investments Variable Insurance Products Fund:
 Equity-Income Portfolio:
AICA I                                           $11.855              $14.731        24.26%      2,038,703.4  30,031,364
- -------------------------------------------------------------------------------------------------------------------------
 Growth Portfolio:
AICA I                                           $10.940              $13.475        23.17%      1,246,017.9  16,790,553
- -------------------------------------------------------------------------------------------------------------------------
 High Income Portfolio:
AICA I                                           $11.410              $13.158        15.32%        606,434.6   7,979,358
- -------------------------------------------------------------------------------------------------------------------------
 Overseas Portfolio:
AICA I                                           $11.447              $13.537        18.26%        216,953.3   2,936,870
- -------------------------------------------------------------------------------------------------------------------------
Fidelity Investments Variable Insurance Products Fund II:
 Asset Manager Portfolio:
AICA I                                           $11.674              $13.643        16.87%        210,254.6   2,868,519
- -------------------------------------------------------------------------------------------------------------------------
 Contrafund Portfolio:
AICA I                                           $12.093              $15.048        24.44%      1,377,449.0  20,728,303
- -------------------------------------------------------------------------------------------------------------------------


                                      S-6
<PAGE>

Variable Annuity Account I

Condensed Financial Information - Period Ended September 30, 1997 (Unaudited &
continued):

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

                                                            Value             Increase (Decrease)    Units
                                                          Per Unit                in Value of     Outstanding  Reserves
                                               Beginning              End of     Accumulation       at End      at End
                                               of Period              Period         Unit         of Period    of Period
- -------------------------------------------------------------------------------------------------------------------------
 Index 500 Portfolio:
AICA I                                           $12.722              $16.256        27.77%      1,221,871.2 $19,862,300
- -------------------------------------------------------------------------------------------------------------------------
 Investment Grade Bond Portfolio:
AICA I                                           $10.455              $10.986         5.08%        104,768.3   1,150,990
- -------------------------------------------------------------------------------------------------------------------------
Insurance Management Series:
 American Leaders Fund II:
AICA I                                           $13.639              $17.441        27.88%      6,196,311.2 108,071,685
Annuity contracts in payment period                                                                               17,527
- -------------------------------------------------------------------------------------------------------------------------
 Equity Income Fund II
AICA I                                           $10.539              $12.319        16.90%(1)     752,843.5   9,274,363
- -------------------------------------------------------------------------------------------------------------------------
 Growth Strategies Fund II:
AICA I                                           $12.596              $16.784        33.25%      1,403,562.4  23,558,087
- -------------------------------------------------------------------------------------------------------------------------
 High Income Bond Fund II:
AICA I                                           $11.920              $13.156        10.37%      1,838,830.9  24,192,411
Annuity contracts in payment period                                                                               17,491
- -------------------------------------------------------------------------------------------------------------------------
 International Equity Fund II:
AICA I                                           $10.924              $12.307        12.66%      1,590,492.1  19,574,477
- -------------------------------------------------------------------------------------------------------------------------
 Prime Money Fund II:
AICA I                                           $10.515              $10.781         2.54%        399,553.2   4,307,426
- -------------------------------------------------------------------------------------------------------------------------
 U.S. Government Securities Fund II:
AICA I                                           $10.809              $11.338         4.89%        486,893.1   5,520,434
- -------------------------------------------------------------------------------------------------------------------------
 Utility Fund II:
AICA I                                           $12.361              $13.712        10.93%      1,318,619.7  18,080,453
Annuity contracts in payment period                                                                               17,879
- -------------------------------------------------------------------------------------------------------------------------
Janus Aspen Series:
 Aggressive Growth Portfolio:
AICA I                                           $11.376              $12.454         9.48%        503,161.2   6,266,171
- -------------------------------------------------------------------------------------------------------------------------
 Balanced Portfolio:
AICA I                                           $12.038              $14.221        18.14%        449,989.5   6,399,316
- -------------------------------------------------------------------------------------------------------------------------
 Flexible Income Portfolio:
AICA I                                           $11.136              $11.937         7.19%        117,157.9   1,398,558
- -------------------------------------------------------------------------------------------------------------------------
 Growth Portfolio:
AICA I                                           $12.171              $14.943        22.77%        596,203.9   8,908,888
- -------------------------------------------------------------------------------------------------------------------------
 Short-Term Bond Portfolio:
AICA I                                           $10.417              $10.829         3.96%         75,325.9     815,687
- -------------------------------------------------------------------------------------------------------------------------
 Worldwide Growth Portfolio:
AICA I                                           $13.393              $16.789        25.36%      2,523,820.9  42,373,264
- -------------------------------------------------------------------------------------------------------------------------
Lexington Emerging Markets Fund:
AICA I                                           $10.328              $11.372        10.11%        176,673.1   2,009,136
- -------------------------------------------------------------------------------------------------------------------------
Lexington Natural Resources Trust Fund:
AICA I                                           $13.194              $16.128        22.24%        111,932.5   1,805,207
- -------------------------------------------------------------------------------------------------------------------------
MFS Funds:
 Emerging Growth Series:
AICA I                                           $10.074              $12.559        24.66%        995,245.5  12,499,024
- -------------------------------------------------------------------------------------------------------------------------
 Research Series:
AICA I                                           $10.970              $13.327        21.49%        866,379.0  11,546,629
- -------------------------------------------------------------------------------------------------------------------------
 Total Return Series:
AICA I                                           $10.894              $12.707        16.63%        430,869.1   5,474,948
- -------------------------------------------------------------------------------------------------------------------------
 Value Series:
AICA I                                           $10.334              $12.576        21.69%         76,223.9     958,624
- -------------------------------------------------------------------------------------------------------------------------
 World Government Series:
AICA I                                           $10.471              $10.334        (1.30%)        73,945.6     764,158
- -------------------------------------------------------------------------------------------------------------------------
Oppenheimer Funds:
 Capital Appreciation Fund:
AICA I                                           $10.516              $13.267        26.16%(2)      24,148.2     320,366
- -------------------------------------------------------------------------------------------------------------------------
 Global Securities Fund:
AICA I                                           $10.488              $11.862        13.10%(2)      37,181.7     441,042
- -------------------------------------------------------------------------------------------------------------------------
 Growth and Income Fund:
AICA I                                           $10.497              $12.494        19.02%(2)     130,134.4   1,625,845
- -------------------------------------------------------------------------------------------------------------------------


                                      S-7
<PAGE>

Variable Annuity Account I

Condensed Financial Information - Period Ended September 30, 1997 (Unaudited &
continued):

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

                                                            Value             Increase (Decrease)    Units
                                                          Per Unit                in Value of     Outstanding  Reserves
                                               Beginning              End of     Accumulation       at End      at End
                                               of Period              Period         Unit         of Period    of Period
- -------------------------------------------------------------------------------------------------------------------------
 Strategic Bond Fund:
AICA I                                           $10.187              $10.678      4.82%(2)         59,319.2    $633,408
- -------------------------------------------------------------------------------------------------------------------------
</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.


Notes to Condensed Financial Information:


(1) - Reflects less than a full year of performance activity. Funds were first
      received in this option during January 1997.

(2) - Reflects less than a full year of performance activity. Funds were first
      received in this option during May 1997.


See Notes to Financial Statements


                                      S-8
<PAGE>

Variable Annuity Account I


Notes to Financial Statements - September 30, 1997 (Unaudited)


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 variable 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 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.

     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 September 30, 1997:

<TABLE>
       <S>                                                         <C>
       Aetna Variable Fund                                         Insurance Management Series:
       Aetna Income Shares                                         [bullet] American Leaders Fund II
       Aetna Variable Encore Fund                                  [bullet] Equity Income Fund II
       Aetna Investment Advisers Fund, Inc.                        [bullet] Growth Strategies Fund II
       Aetna Ascent Variable Portfolio                             [bullet] High Income Bond Fund II
       Aetna Crossroads Variable Portfolio                         [bullet] International Equity Fund II
       Aetna Legacy Variable Portfolio                             [bullet] Prime Money Fund II
       Aetna Variable Portfolios, Inc.:                            [bullet] U.S. Government Securities Fund II
       [bullet] Aetna Variable Capital Appreciation                [bullet] Utility Fund II
       [bullet] Aetna Variable Growth Fund                         Janus Aspen Series:
       [bullet] Aetna Variable Index Plus Fund                     [bullet] Aggressive Growth Portfolio
       [bullet] Aetna Variable Small Company Fund                  [bullet] Balanced Portfolio
       Alger American Funds:                                       [bullet] Flexible Income Portfolio
       [bullet] Balanced Portfolio                                 [bullet] Growth Portfolio
       [bullet] Growth Portfolio                                   [bullet] Short-Term Bond Portfolio
       [bullet] Income and Growth Portfolio                        [bullet] Worldwide Growth Portfolio
       [bullet] Leveraged AllCap Portfolio                         Lexington Emerging Markets Fund
       [bullet] MidCap Portfolio                                   Lexington Natural Resources Trust Fund
       [bullet] Small Capitalization Portfolio                     MFS Funds:
       American Century Investments:                               [bullet] Emerging Growth Series
       [bullet] Balanced Fund                                      [bullet] Research Series
       [bullet] Capital Appreciation Fund                          [bullet] Total Return Series
       [bullet] International Fund                                 [bullet] Value Series
       Fidelity Investments Variable Insurance Products Fund:      [bullet] World Government Series
       [bullet] Equity-Income Portfolio                            Oppenheimer Funds:
       [bullet] Growth Portfolio                                   [bullet] Capital Appreciation Fund
       [bullet] High Income Portfolio                              [bullet] Global Securities Fund
       [bullet] Overseas Portfolio                                 [bullet] Growth and Income Fund
       Fidelity Investments Variable Insurance Products Fund II:   [bullet] Strategic Bond Fund
       [bullet] Asset Manager Portfolio
       [bullet] Contrafund Portfolio
       [bullet] Index 500 Portfolio
       [bullet] Investment Grade Bond Portfolio
</TABLE>


                                      S-9
<PAGE>


Variable Annuity Account I


Notes to Financial Statements - September 30, 1997 (Unaudited & continued):


     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.


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 (distributions in excess of net investment income) and accumulated
     net realized gain (loss) on investments is included in net unrealized gain
     (loss) in the Statements of Operations and Changes in Net Assets.

4.   Purchases and Sales of Investments

     The cost of purchases and proceeds from sales of investments other than
     short-term investments for the nine month period ended September 30, 1997
     and September 30, 1996 aggregated $262,070,414 and $44,998,697;
     $129,396,277 and $18,790,714, respectively.


                                      S-10
<PAGE>



Variable Annuity Account I

Notes to Financial Statements - September 30, 1997 (Unaudited & continued):


5.  Supplemental Information to Statements of Operations and Changes in Net 
    Assets - Period Ended September 30, 1997

<TABLE>
- ---------------------------------------------------------------------------------------------------------------

                                                               Valuation     Proceeds      Cost of         Net
                                                                Period        from       Investments   Realized
                                                  Dividend    Deductions      Sales         Sold     Gain (Loss)
- ---------------------------------------------------------------------------------------------------------------
<S>                                               <C>        <C>          <C>           <C>           <C>
Aetna Variable Fund:                              $376,462   ($ 79,272)   $   447,723   $   390,800   $  56,923
Annuity contracts in accumulation
- ---------------------------------------------------------------------------------------------------------------
Aetna Income Shares:                                50,972     (17,779)       567,237       565,228       2,009
Annuity contracts in accumulation
- ---------------------------------------------------------------------------------------------------------------
Aetna Variable Encore Fund:                        322,525    (117,974)    13,193,995    13,206,372     (12,377)
Annuity contracts in accumulation
- ---------------------------------------------------------------------------------------------------------------
Aetna Investment Advisers Fund, Inc.:              230,525     (21,869)       119,855       114,350       5,505
Annuity contracts in accumulation
- ---------------------------------------------------------------------------------------------------------------
Aetna Ascent Variable Portfolio:                     5,732      (5,957)     1,501,972     1,371,162     130,810
Annuity contracts in accumulation
- ---------------------------------------------------------------------------------------------------------------
Aetna Crossroads Variable Portfolio:                 2,375      (1,631)         3,652         3,304         348
Annuity contracts in accumulation
- ---------------------------------------------------------------------------------------------------------------
Aetna Legacy Variable Portfolio:                     6,012      (3,732)        91,618        92,624      (1,006)
Annuity contracts in accumulation
Annuity contracts in payment period
- ---------------------------------------------------------------------------------------------------------------
Aetna Variable Portfolios, Inc.:
 Aetna Variable Capital Appreciation Portfolio:          0        (508)        31,409        28,386       3,023
Annuity contracts in accumulation
- ---------------------------------------------------------------------------------------------------------------
 Aetna Variable Growth Portfolio:                        0        (529)        29,199        26,711       2,488
Annuity contracts in accumulation
- ---------------------------------------------------------------------------------------------------------------
 Aetna Variable Index Plus Portfolio:                    0     (16,502)       974,577       893,342      81,235
Annuity contracts in accumulation
- ---------------------------------------------------------------------------------------------------------------
 Aetna Variable Small Company Portfolio:                 0      (1,124)        22,056        18,064       3,992
Annuity contracts in accumulation
- ---------------------------------------------------------------------------------------------------------------
Alger American Funds:
 Balanced Portfolio:                                24,076      (8,848)        53,412        45,233       8,179
Annuity contracts in accumulation
- ---------------------------------------------------------------------------------------------------------------
 Growth Portfolio:                                  89,153    (103,211)     1,966,264     1,728,020     238,244
Annuity contracts in accumulation
- ---------------------------------------------------------------------------------------------------------------
 Income and Growth Portfolio:                       65,111     (17,805)       492,118       395,889      96,229
Annuity contracts in accumulation
- ---------------------------------------------------------------------------------------------------------------
 Leveraged AllCap Portfolio:                             0     (25,626)       810,898       731,655      79,243
Annuity contracts in accumulation
- ---------------------------------------------------------------------------------------------------------------
  MidCap Portfolio:                                 80,363     (57,660)     1,428,066     1,308,239     119,827
Annuity contracts in accumulation
- ---------------------------------------------------------------------------------------------------------------
 Small Capitalization Portfolio:                   338,930     (92,058)       819,181       894,521     (75,340)
Annuity contracts in accumulation
- ---------------------------------------------------------------------------------------------------------------
American Century Investments:
 Balanced Fund:                                     29,309      (5,754)       140,702       131,485       9,217
Annuity contracts in accumulation
- ---------------------------------------------------------------------------------------------------------------
</TABLE>


                                      S-11


<PAGE>

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
                                                                                Net
                         Net Unrealized                       Net         Increase (Decrease)
                         Gain (Loss)                        Change in       In Net Assets              Net Assets
            Beginning                     End               Unrealized       from Unit       Beginning                End
            of Period                   of Period           Gain (Loss)     Transactions     of Period             of Period
- --------------------------------------------------------------------------------------------------------------------------------
           <S>                         <C>                <C>               <C>            <C>                      <C>
           ($143,001)                  $1,670,867         $1,813,868        $6,150,192
                                                                                           $3,829,309               $12,147,482
- --------------------------------------------------------------------------------------------------------------------------------
             (21,783)                      46,974             68,757         1,260,298
                                                                                            1,003,244                 2,367,501
- --------------------------------------------------------------------------------------------------------------------------------
              61,606                      196,606            135,000         4,191,884
                                                                                            8,379,376                12,898,434
- --------------------------------------------------------------------------------------------------------------------------------
              15,913                      259,380            243,467         2,620,568
                                                                                              702,615                 3,780,811
- --------------------------------------------------------------------------------------------------------------------------------
              56,427                       30,322            (26,105)         (531,458)
                                                                                            1,165,108                   738,130
- --------------------------------------------------------------------------------------------------------------------------------
                (282)                      28,680             28,962           183,478
                                                                                               76,740                   290,272
- --------------------------------------------------------------------------------------------------------------------------------
              (3,582)                      49,615             53,197          $483,222
                                                                                              100,364                   604,868
                                                                                                    0                    33,189
- --------------------------------------------------------------------------------------------------------------------------------

                   0                        6,343              6,343           263,175
                                                                                                    0                   272,033
- --------------------------------------------------------------------------------------------------------------------------------
                   0                       14,038             14,038           356,735
                                                                                                    0                   372,732
- --------------------------------------------------------------------------------------------------------------------------------
                (786)                     303,266            304,052         2,328,765
                                                                                               32,321                 2,729,871
- --------------------------------------------------------------------------------------------------------------------------------
                   0                       47,840             47,840           473,844
                                                                                                    0                   524,552
- --------------------------------------------------------------------------------------------------------------------------------

              19,051                      157,878            138,827           548,285
                                                                                              507,815                 1,218,334
- --------------------------------------------------------------------------------------------------------------------------------
             331,002                    2,629,840          2,298,838         4,339,414
                                                                                            6,464,740                13,327,178
- --------------------------------------------------------------------------------------------------------------------------------
              43,184                      388,703            345,519         2,560,502
                                                                                              647,270                 3,696,826
- --------------------------------------------------------------------------------------------------------------------------------
              53,728                      574,605            520,877           402,982
                                                                                            2,012,567                 2,990,043
- --------------------------------------------------------------------------------------------------------------------------------
             172,467                    1,320,049          1,147,582         2,467,156
                                                                                            4,102,199                 7,859,467
- --------------------------------------------------------------------------------------------------------------------------------
             (40,650)                   1,632,760          1,673,410         3,534,910
                                                                                            7,005,171                12,385,023
- --------------------------------------------------------------------------------------------------------------------------------

              10,011                       55,358             45,347           226,989
                                                                                              373,473                   678,581
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                      S-12

<PAGE>


Variable Annuity Account I

Notes to Financial Statements - September 30, 1997 (Unaudited & continued):


5.  Supplemental Information to Statements of Operations and Changes in Net 
    Assets - Period Ended September 30, 1997

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------

                                                                    Valuation       Proceeds          Cost of             Net
                                                                     Period          from            Investments        Realized
                                                Dividends           Deductions       Sales              Sold          Gain (Loss)
  --------------------------------------------------------------------------------------------------------------------------------
<S>                                              <C>                 <C>            <C>                <C>               <C>      
 Captial Appreciation Fund:                      $13,359             ($8,104)       $404,632           $423,410          ($18,778)
Annuity contracts in accumulation
  --------------------------------------------------------------------------------------------------------------------------------
 International Fund:                              43,440             (16,978)        322,932            278,651            44,281
Annuity contracts in accumulation
  --------------------------------------------------------------------------------------------------------------------------------
Fidelity Investments Variable Insurance Products Fund:
 Equity-Income Portfolio:                      1,381,407            (216,854)        616,412            545,113            71,299
Annuity contracts in accumulation
  --------------------------------------------------------------------------------------------------------------------------------
 Growth Portfolio:                               387,748            (136,859)      1,412,360          1,299,664           112,696
Annuity contracts in accumulation
  --------------------------------------------------------------------------------------------------------------------------------
 High Income Portfolio:                          258,910             (54,668)        791,427            739,736            51,691
Annuity contracts in accumulation
  --------------------------------------------------------------------------------------------------------------------------------
 Overseas Portfolio:                             123,104             (21,889)        319,109            296,973            22,136
Annuity contracts in accumulation
  --------------------------------------------------------------------------------------------------------------------------------
Fidelity Investments Variable Insurance Products Fund II:
 Asset Manager Portfolio:                        167,003             (21,168)         77,985             75,445             2,540
Annuity contracts in accumulation
  --------------------------------------------------------------------------------------------------------------------------------
 Contrafund Portfolio:                           273,634            (144,749)        345,760            280,413            65,347
Annuity contracts in accumulation
  --------------------------------------------------------------------------------------------------------------------------------
 Index 500 Portfolio:                            198,117            (122,586)        705,260            552,700           152,560
Annuity contracts in accumulation
  --------------------------------------------------------------------------------------------------------------------------------
 Investment Grade Bond Portfolio:                 34,282              (8,269)        207,396            206,768               628
Annuity contracts in accumulation
  --------------------------------------------------------------------------------------------------------------------------------
Insurance Management Series:
 American Leaders Fund II:                     2,021,951            (863,206)      1,198,390            778,206           420,184
Annuity contracts in accumulation
Annuity contracts in payment period
  --------------------------------------------------------------------------------------------------------------------------------
 Equity Income Fund II:                           42,089             (35,735)        124,981            116,644             8,337
Annuity contracts in accumulation
  --------------------------------------------------------------------------------------------------------------------------------
 Growth Strategies Fund II:                       83,791            (164,328)        531,394            390,435           140,959
Annuity contracts in accumulation
  --------------------------------------------------------------------------------------------------------------------------------
 High Income Bond Fund II:                     1,053,521            (186,107)        972,732            885,411            87,321
Annuity contracts in accumulation
Annuity contracts in payment period
  --------------------------------------------------------------------------------------------------------------------------------
 International Equity Fund II:                    15,632            (156,862)        424,446            375,491            48,955
Annuity contracts in accumulation
  --------------------------------------------------------------------------------------------------------------------------------
 Prime Money Fund II:                            161,787             (48,298)      4,388,355          4,388,355                 0
Annuity contracts in accumulation
  --------------------------------------------------------------------------------------------------------------------------------
 U.S. Government Securities Fund II:             136,009             (38,341)        415,572            419,867            (4,295)
Annuity contracts in accumulation
  --------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                      S-13
<PAGE>


<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
                                                                                Net
                           Net Unrealized                    Net         Increase (Decrease)
                            Gain (Loss)                   Change in         In Net Assets               Net Assets
            Beginning                      End            Unrealized         from Unit      Beginning                  End
            of Period                   of Period         Gain (Loss)       Transactions    of Period                of Period
- --------------------------------------------------------------------------------------------------------------------------------
            <S>                         <C>                <C>              <C>            <C>                      <C>
            ($11,204)                    $130,612           $141,816          $626,654
                                                                                             $460,141                $1,215,088
- --------------------------------------------------------------------------------------------------------------------------------
              47,176                      279,338            232,162         1,294,135
                                                                                              825,259                 2,422,299
- --------------------------------------------------------------------------------------------------------------------------------

             763,902                    4,082,983          3,319,081        13,621,079
                                                                                           11,855,352                30,031,364
- --------------------------------------------------------------------------------------------------------------------------------
             339,925                    2,765,564          2,425,639         4,473,396
                                                                                            9,527,933                16,790,553
- --------------------------------------------------------------------------------------------------------------------------------
              99,376                      687,139            587,763         4,398,204
                                                                                            2,737,458                 7,979,358
- --------------------------------------------------------------------------------------------------------------------------------
              66,703                      290,840            224,137         1,267,454
                                                                                            1,321,928                 2,936,870
- --------------------------------------------------------------------------------------------------------------------------------

              56,785                      230,065            173,280         1,330,098
                                                                                            1,216,766                 2,868,519
- --------------------------------------------------------------------------------------------------------------------------------
             438,859                    3,675,583          3,236,724        10,756,016
                                                                                            6,541,331                20,728,303
- --------------------------------------------------------------------------------------------------------------------------------
             375,527                    2,873,031          2,497,504        12,247,708
                                                                                            4,888,997                19,862,300
- --------------------------------------------------------------------------------------------------------------------------------
              10,325                       28,445             18,120           657,595
                                                                                              448,634                 1,150,990
- --------------------------------------------------------------------------------------------------------------------------------

           7,073,040                   25,871,482         18,798,442        29,674,479
                                                                                           58,037,362               108,071,685
                                                                                                    0                    17,527
- --------------------------------------------------------------------------------------------------------------------------------
                   0                      642,714            642,714         8,616,958
                                                                                                    0                 9,274,363
- --------------------------------------------------------------------------------------------------------------------------------
             890,268                    5,819,666          4,929,398         8,767,589
                                                                                            9,800,678                23,558,087
- --------------------------------------------------------------------------------------------------------------------------------
             442,872                    1,382,584            939,712       $10,724,029
                                                                                           11,591,426                24,192,411
                                                                                                    0                    17,491
- --------------------------------------------------------------------------------------------------------------------------------
             599,852                    2,557,895          1,958,043         6,373,380
                                                                                           11,335,329                19,574,477
- --------------------------------------------------------------------------------------------------------------------------------
                   0                            0                  0           686,272
                                                                                            3,507,665                 4,307,426
- --------------------------------------------------------------------------------------------------------------------------------
                (201)                      97,729             97,930         2,872,679
                                                                                            2,456,452                 5,520,434
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                      S-14


<PAGE>

Variable Annuity Account I

Notes to Financial Statements - September 30, 1997 (Unaudited & continued):


5.  Supplemental Information to Statements of Operations and Changes in Net 
    Assets - Year Ended September 30, 1997

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
                                                                 Valuation         Proceeds           Cost of             Net
                                                                   Period            from            Investments       Realized
                                                Dividend         Deductions          Sales              Sold          Gain (Loss)
  --------------------------------------------------------------------------------------------------------------------------------
<S>                                             <C>                <C>              <C>                <C>               <C>     
 Utility Fund II:                               $698,490           ($168,691)       $945,724           $779,163          $166,561
Annuity contracts in accumulation
Annuity contracts in payment period
  --------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Series:
 Aggressive Growth Portfolio:                          0             (42,768)      1,011,674            983,161            28,513
Annuity contracts in accumulation
  --------------------------------------------------------------------------------------------------------------------------------
 Balanced Portfolio:                             115,708             (44,954)        375,567            313,598            61,969
Annuity contracts in accumulation
  --------------------------------------------------------------------------------------------------------------------------------
 Flexible Income Portfolio:                       40,240              (8,724)        297,324            288,483             8,841
Annuity contracts in accumulation
  --------------------------------------------------------------------------------------------------------------------------------
 Growth Portfolio:                               192,636             (66,024)        687,914            568,525           119,389
Annuity contracts in accumulation
  --------------------------------------------------------------------------------------------------------------------------------
 Short-Term Bond Portfolio:                       10,649              (4,623)         97,953             95,805             2,148
Annuity contracts in accumulation
  --------------------------------------------------------------------------------------------------------------------------------
 Worldwide Growth Portfolio:                     427,020            (295,035)      1,021,097            824,766           196,331
Annuity contracts in accumulation
  --------------------------------------------------------------------------------------------------------------------------------
Lexington Emerging Markets Fund:                   1,295             (15,290)        593,120            552,419            40,701
Annuity contracts in accumulation
  --------------------------------------------------------------------------------------------------------------------------------
Lexington Natural Resources Trust Fund:           41,161             (12,945)      1,090,294            988,447           101,847
Annuity contracts in accumulation
  --------------------------------------------------------------------------------------------------------------------------------
MFS Funds:
 Emerging Growth Series:                               0             (87,490)      1,504,705          1,367,513           137,192
Annuity contracts in accumulation
  --------------------------------------------------------------------------------------------------------------------------------
 Research Series:                                      0             (73,912)        352,154            306,693            45,461
Annuity contracts in accumulation
  --------------------------------------------------------------------------------------------------------------------------------
 Total Return Series:                                  0             (32,555)        446,720            386,712            60,008
Annuity contracts in accumulation
  --------------------------------------------------------------------------------------------------------------------------------
 Value Series:                                         0              (3,261)        129,115            120,933             8,182
Annuity contracts in accumulation
  --------------------------------------------------------------------------------------------------------------------------------
 World Government Series:                         15,615              (6,537)        420,982            432,870           (11,888)
Annuity contracts in accumulation
  --------------------------------------------------------------------------------------------------------------------------------
Oppenheimer Funds:
 Capital Appreciation Fund:                            0                (723)         28,242             26,358             1,884
Annuity contracts in accumulation
  --------------------------------------------------------------------------------------------------------------------------------
 Global Securities Fund:                               0                (951)            447                405                42
Annuity contracts in accumulation
  --------------------------------------------------------------------------------------------------------------------------------
 Growth and Income Fund:                           2,097              (2,525)         24,400             21,703             2,697
Annuity contracts in accumulation
  --------------------------------------------------------------------------------------------------------------------------------
 Strategic Bond Fund:                             14,217              (1,948)         18,188             18,001               187
Annuity contracts in accumulation
  --------------------------------------------------------------------------------------------------------------------------------
Total Variable Annuity Account I              $9,576,456         ($3,691,799)    $44,998,697        $42,074,222        $2,924,475
==================================================================================================================================
</TABLE>


                                      S-15
<PAGE>


<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
                                                                               Net
                          Net Unrealized                     Net         Increase (Decrease)
                            Gain (Loss)                   Change in         In Net Assets             Net Assets
           Beginning                      End             Unrealized         from Unit     Beginning                  End
           of Period                   of Period          Gain (Loss)       Transactions   of Period                 of Period
- --------------------------------------------------------------------------------------------------------------------------------
          <S>                          <C>                <C>               <C>           <C>                       <C>
          $1,106,478                   $2,108,851         $1,002,373        $3,064,378
                                                                                          $13,335,221               $18,080,453
                                                                                                    0                    17,879
- --------------------------------------------------------------------------------------------------------------------------------

              17,905                      618,575            600,670         2,925,542
                                                                                            2,754,214                 6,266,171
- --------------------------------------------------------------------------------------------------------------------------------
              46,718                      659,283            612,565         3,666,878
                                                                                            1,987,150                 6,399,316
- --------------------------------------------------------------------------------------------------------------------------------
               5,974                       31,051             25,077           939,730
                                                                                              393,394                 1,398,558
- --------------------------------------------------------------------------------------------------------------------------------
              90,906                    1,207,740          1,116,834         4,432,214
                                                                                            3,113,839                 8,908,888
- --------------------------------------------------------------------------------------------------------------------------------
              (1,799)                       7,874              9,673           483,795
                                                                                              314,045                   815,687
- --------------------------------------------------------------------------------------------------------------------------------
             658,071                    6,647,206          5,989,135        22,253,396
                                                                                           13,802,417                42,373,264
- --------------------------------------------------------------------------------------------------------------------------------
              (4,649)                      22,074             26,723         1,189,837
                                                                                              765,870                 2,009,136
- --------------------------------------------------------------------------------------------------------------------------------
              98,720                      275,190            176,470           168,824
                                                                                            1,329,850                 1,805,207
- --------------------------------------------------------------------------------------------------------------------------------

              13,628                    2,079,892          2,066,264         6,166,736
                                                                                            4,216,322                12,499,024
- --------------------------------------------------------------------------------------------------------------------------------
              66,161                    1,591,182          1,525,021         7,560,622
                                                                                            2,489,437                11,546,629
- --------------------------------------------------------------------------------------------------------------------------------
              22,362                      472,406            450,044         3,815,602
                                                                                            1,181,849                 5,474,948
- --------------------------------------------------------------------------------------------------------------------------------
                 156                       76,494             76,338           832,504
                                                                                               44,861                   958,624
- --------------------------------------------------------------------------------------------------------------------------------
               3,877                        8,910              5,033           547,508
                                                                                              214,428                   764,159
- --------------------------------------------------------------------------------------------------------------------------------

                   0                       26,823             26,823           292,382
                                                                                                    0                   320,366
- --------------------------------------------------------------------------------------------------------------------------------
                   0                       20,760             20,760           421,191
                                                                                                    0                   441,042
- --------------------------------------------------------------------------------------------------------------------------------
                   0                       62,571             62,571         1,561,005
                                                                                                    0                 1,625,845
- --------------------------------------------------------------------------------------------------------------------------------
                   0                        4,705              4,705           616,247
                                                                                                    0                   633,408
- --------------------------------------------------------------------------------------------------------------------------------
         $13,871,018                  $76,750,381        $62,879,363      $211,187,061   $218,897,920              $501,773,476
================================================================================================================================
</TABLE>


                                      S-16


<PAGE>

Variable Annuity Account I

Statement of Assets and Liabilities - December 31, 1996:


<TABLE>
<S>                                                                                <C>
ASSETS:
Investments, at net asset value: (Note 1)
  Aetna Variable Fund; 118,220 shares (cost $3,972,310) ........................   $3,829,309
  Aetna Income Shares; 79,477 shares (cost $1,025,028) .........................    1,003,244
  Aetna Variable Encore Fund; 635,111 shares (cost $8,317,770) .................    8,379,376
  Aetna Investment Advisers Fund, Inc.; 46,476 shares (cost $686,701) ..........      702,615
  Aetna Ascent Variable Portfolio; 92,327 shares (cost $1,108,682) .............    1,165,108
  Aetna Crossroads Variable Portfolio; 6,406 shares (cost $77,022) .............       76,740
  Aetna Legacy Variable Portfolio; 8,918 shares (cost $103,946) ................      100,364
  Aetna Variable Index Plus Portfolio; 2,964 shares (cost $33,107) .............       32,321
  Alger American Funds:
    Balanced Portfolio; 54,958 shares (cost $488,764) ..........................      507,815
    Growth Portfolio; 188,312 shares (cost $6,133,738) .........................    6,464,740
    Income and Growth Portfolio; 76,873 shares (cost $604,086) .................      647,270
    Leveraged AllCap Portfolio; 103,955 shares (cost $1,958,838) ...............    2,012,567
    MidCap Portfolio; 192,140 shares (cost $3,929,732) .........................    4,102,199
    Small Capitalization Portfolio; 171,234 shares (cost $7,045,821) ...........    7,005,171
  Fidelity Investments Variable Insurance Products Fund:
    Equity-Income Portfolio; 563,735 shares (cost $11,091,451) .................   11,855,352
    Growth Portfolio; 305,971 shares (cost $9,188,009) .........................    9,527,933
    High Income Portfolio; 218,647 shares (cost $2,638,083) ....................    2,737,458
    Overseas Portfolio; 70,166 shares (cost $1,255,226) ........................    1,321,928
  Fidelity Investments Variable Insurance Products Fund II:
    Asset Manager Portfolio; 71,870 shares (cost $1,159,980) ...................    1,216,766
    Contrafund Portfolio; 395,008 shares (cost $6,102,472) .....................    6,541,331
    Index 500 Portfolio; 54,852 shares (cost $4,513,469) .......................    4,888,997
    Investment Grade Bond Portfolio; 36,653 shares (cost $438,309) .............      448,634
  Insurance Management Series:
    American Leaders Fund II; 3,803,235 shares (cost $50,964,321)...............   58,037,362
    Growth Strategies Fund II; 765,678 shares (cost $8,910,410).................    9,800,678
    High Income Bond Fund II; 1,131,975 shares (cost $11,148,554)...............   11,591,426
    International Equity Fund II; 1,015,711 shares (cost $10,735,477)...........   11,335,329
    Prime Money Fund II; 3,507,665 shares (cost $3,507,665).....................    3,507,665
    U.S. Government Securities Fund II; 243,454  shares (cost $2,456,653).......    2,456,452
    Utility Fund II; 1,129,147 shares (cost $12,228,743)........................   13,335,221
  Janus Aspen Series:
    Aggressive Growth Portfolio; 150,999 shares (cost $2,736,309)...............    2,754,214
    Balanced Portfolio; 134,540 shares (cost $1,940,432)........................    1,987,150
    Flexible Income Portfolio; 34,999 shares (cost $387,419)....................      393,394
    Growth Portfolio; 200,763 shares (cost $3,022,933)..........................    3,113,839
    Short-Term Bond Portfolio; 31,499 shares (cost $315,844)....................      314,045
    Worldwide Growth Portfolio; 710,001 shares (cost $13,144,346)...............   13,802,417
  Lexington Emerging Markets Fund; 75,979 shares (cost $770,519)................      765,870
  Lexington Natural Resources Trust Fund; 93,062 shares (cost $1,231,130).......    1,329,850
  MFS Funds:
    Emerging Growth Series; 318,453 shares (cost $4,202,694)....................    4,216,322
    Research Series; 189,599 shares (cost $2,423,276)...........................    2,489,437
    Total Return Series; 86,203 shares (cost $1,159,487)........................    1,181,849
    Value Series; 4,208 shares (cost $44,704)...................................       44,861
    World Government Series; 20,267 shares (cost $210,551)......................      214,428
  TCI Portfolios, Inc.:
    Balanced Fund; 49,532 shares (cost $363,463)................................      373,473
    Growth Fund; 44,936 shares (cost $471,345)..................................      460,141
    International Fund; 138,466 shares (cost $778,083)..........................      825,259
                                                                                 ------------
NET ASSETS (cost $205,026,902) ................................................. $218,897,920
                                                                                 ============
</TABLE>
                                            S-17

<PAGE>

Variable Annuity Account I

Statement of Assets and Liabilities - December 31, 1996 (continued):

Net assets represented by:
Reserves for annuity contracts in accumulation and payment period:  
  (Notes 1 and 5)

<TABLE>
<S>                                                              <C>   
  Aetna Variable Fund:
   Annuity contracts in accumulation............................ $3,829,309
  Aetna Income Shares:
   Annuity contracts in accumulation............................  1,003,244
  Aetna Variable Encore Fund:
   Annuity contracts in accumulation............................  8,379,376
  Aetna Investment Advisers Fund, Inc.:
   Annuity contracts in accumulation............................    702,615
  Aetna Ascent Variable Portfolio:
   Annuity contracts in accumulation............................  1,165,108
  Aetna Crossroads Variable Portfolio:
   Annuity contracts in accumulation............................     76,740
  Aetna Legacy Variable Portfolio:
   Annuity contracts in accumulation............................    100,364
  Aetna Variable Index Plus Portfolio:
   Annuity contracts in accumulation............................     32,321
  Alger American Funds:
    Balanced Portfolio:
   Annuity contracts in accumulation............................    507,815
    Growth Portfolio:
   Annuity contracts in accumulation............................  6,464,740
    Income and Growth Portfolio:
   Annuity contracts in accumulation............................    647,270
    Leveraged AllCap Portfolio:
   Annuity contracts in accumulation............................  2,012,567
    MidCap Portfolio:
   Annuity contracts in accumulation............................  4,102,199
    Small Capitalization Portfolio:
   Annuity contracts in accumulation............................  7,005,171
  Fidelity Investments Variable Insurance Products Fund:
    Equity-Income Portfolio:
   Annuity contracts in accumulation............................ 11,855,352
    Growth Portfolio:
   Annuity contracts in accumulation............................  9,527,933
    High Income Portfolio:
   Annuity contracts in accumulation............................  2,737,458
    Overseas Portfolio:
   Annuity contracts in accumulation............................  1,321,928
  Fidelity Investments Variable Insurance Products Fund II:
    Asset Manager Portfolio:
   Annuity contracts in accumulation............................  1,216,766
    Contrafund Portfolio:
   Annuity contracts in accumulation............................  6,541,331
    Index 500 Portfolio:
   Annuity contracts in accumulation............................  4,888,997
    Investment Grade Bond Portfolio:
   Annuity contracts in accumulation............................    448,634
  Insurance Management Series:
    American Leaders Fund II:
   Annuity contracts in accumulation............................ 58,037,362
    Growth Strategies Fund II:
   Annuity contracts in accumulation............................  9,800,678
    High Income Bond Fund II:
   Annuity contracts in accumulation............................ 11,591,426
    International Equity Fund II:
   Annuity contracts in accumulation............................ 11,335,329
</TABLE>
                                            S-18

<PAGE>

Variable Annuity Account I

Statement of Assets and Liabilities - December 31, 1996 (continued):

<TABLE>
<S>                                                            <C>       
    Prime Money Fund II:
   Annuity contracts in accumulation.....................      $3,507,665
    U.S. Government Securities Fund II:
   Annuity contracts in accumulation.....................       2,456,452
    Utility Fund II:
   Annuity contracts in accumulation.....................      13,335,221
  Janus Aspen Series:
    Aggressive Growth Portfolio:
   Annuity contracts in accumulation.....................       2,754,214
    Balanced Portfolio:
   Annuity contracts in accumulation.....................       1,987,150
    Flexible Income Portfolio:
   Annuity contracts in accumulation.....................         393,394
    Growth Portfolio:
   Annuity contracts in accumulation.....................       3,113,839
    Short-Term Bond Portfolio:
   Annuity contracts in accumulation.....................         314,045
    Worldwide Growth Portfolio:
   Annuity contracts in accumulation.....................      13,802,417
  Lexington Emerging Markets Fund:
   Annuity contracts in accumulation.....................         765,870
  Lexington Natural Resources Trust Fund:
   Annuity contracts in accumulation.....................       1,329,850
  MFS Funds:
    Emerging Growth Series:
   Annuity contracts in accumulation.....................       4,216,322
    Research Series:
   Annuity contracts in accumulation.....................       2,489,437
    Total Return Series:
   Annuity contracts in accumulation.....................       1,181,849
    Value Series:
   Annuity contracts in accumulation.....................          44,861
    World Government Series:
   Annuity contracts in accumulation.....................         214,428
  TCI Portfolios, Inc.:
    Balanced Fund:
   Annuity contracts in accumulation.....................         373,473
    Growth Fund:
   Annuity contracts in accumulation.....................         460,141
    International Fund:
   Annuity contracts in accumulation.....................         825,259
                                                           --------------
                                                             $218,897,920
                                                           ==============
</TABLE>

See Notes to Financial Statements

                                            S-19

<PAGE>


Variable Annuity Account I


Statements of Operations and Changes in Net Assets

<TABLE>
<CAPTION>
                                                                                  Year Ended December 31,
                                                                                  1996             *1995
                                                                                  ----             -----
<S>                                                                             <C>               <C>
INVESTMENT INCOME:
Income: (Notes 1, 3 and 5)
   Dividends ...........................................................        $3,142,826        $344,085
Expenses: (Notes 2 and 5)
   Valuation Period Deductions .........................................        (1,469,442)       (129,615)
                                                                                ----------        -------- 
Net investment income ..................................................         1,673,384         214,470
                                                                                ----------        -------- 
NET REALIZED AND UNREALIZED GAIN
  ON INVESTMENTS:
Net realized gain on sales of investments: (Notes 1, 4 and 5)
  Proceeds from sales ..................................................        30,774,009       1,768,297
  Cost of investments sold .............................................        30,447,382       1,764,665
                                                                                ----------        -------- 
    Net realized gain ..................................................           326,627           3,632
Net unrealized gain on investments: (Note 5)
  Beginning of period ..................................................         1,366,008               0
  End of period ........................................................        13,871,018       1,366,008
                                                                                ----------        -------- 
    Net change in unrealized gain ......................................        12,505,010       1,366,008
                                                                                ----------        -------- 
Net realized and unrealized gain on investments ........................        12,831,637       1,369,640
                                                                                ----------        -------- 
Net increase in net assets resulting from operations ...................        14,505,021       1,584,110
                                                                                ----------        -------- 
FROM UNIT TRANSACTIONS:
Variable annuity contract purchase payments ............................       151,305,122      29,988,730
Sales and administrative charges deducted by the Company ...............                 0         (98,694)
                                                                                ----------        -------- 
    Net variable annuity contract purchase payments.....................       151,305,122      29,890,036
Transfers from the Company's fixed account options .....................        21,839,958       2,369,036
Redemptions by contract holders ........................................        (2,630,806)       (100,005)
Other ..................................................................           121,009          14,439
                                                                                ----------        -------- 
    Net increase in net assets from unit transactions (Note 5) .........       170,635,283      32,173,506
                                                                                ----------        -------- 
Change in net assets ...................................................       185,140,304      33,757,616
NET ASSETS:
Beginning of period ....................................................        33,757,616               0
                                                                                ----------        -------- 
End of period ..........................................................      $218,897,920     $33,757,616
                                                                              ============     ===========
</TABLE>

*    Statements of Operations  and Changes in Net Assets for the Period June 28,
     1995 through December 31, 1995.

                                            S-20


<PAGE>

Variable Annuity Account I

Notes to Financial Statements  December 31, 1996


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 variable  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  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.

      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, 1996:

<TABLE>

<S>                                                                    <C>
        Aetna Variable Fund                                            Insurance Management Series:
        Aetna Income Shares                                            [bullet]American Leaders Fund II
        Aetna Variable Encore Fund                                     [bullet]Growth Strategies Fund II
        Aetna Investment Advisers Fund, Inc.                           [bullet]High Income Bond Fund II
        Aetna Ascent Variable Portfolio                                [bullet]International Equity Fund II
        Aetna Crossroads Variable Portfolio                            [bullet]Prime Money Fund II
        Aetna Legacy Variable Portfolio                                [bullet]U.S. Government Securities Fund II
        Aetna Variable Index Plus Portfolio                            [bullet]Utility Fund II
        Alger American Funds:                                          Janus Aspen Series:
        [bullet]Balanced Portfolio                                     [bullet]Aggressive Growth Portfolio
        [bullet]Growth Portfolio                                       [bullet]Balanced Portfolio
        [bullet]Income and Growth Portfolio                            [bullet]Flexible Income Portfolio
        [bullet]Leveraged AllCap Portfolio                             [bullet]Growth Portfolio
        [bullet]MidCap Portfolio                                       [bullet]Short - Term Bond Portfolio
        [bullet]Small Capitalization Portfolio                         [bullet]Worldwide Growth Portfolio
        Fidelity Investments Variable Insurance Products Fund:         Lexington Emerging Markets Fund
        [bullet]Equity - Income Portfolio                              Lexington Natural Resources Trust Fund
        [bullet]Growth Portfolio                                       MFS Funds:
        [bullet]High Income Portfolio                                  [bullet]Emerging Growth Series
        [bullet]Overseas Portfolio                                     [bullet]Research Series
        Fidelity Investments Variable Insurance Products Fund II:      [bullet]Total Return Series
        [bullet]Asset Manager Portfolio                                [bullet]Value Series
        [bullet]Contrafund Portfolio                                   [bullet]World Government Series
        [bullet]Index 500 Portfolio                                    TCI Portfolios, Inc.:
        [bullet]Investment Grade Bond Portfolio                        [bullet]Balanced Fund
                                                                       [bullet]Growth Fund
                                                                       [bullet]International Fund
</TABLE>

                                            S-21

<PAGE>


Notes to Financial Statements  December 31, 1996 (continued):

      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.


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 (distributions in excess of net investment income) and accumulated
     net realized gain (loss) on investments is included in net unrealized gain
     (loss) in the Statements of Operations and Changes in Net Assets.


4.    Purchases and Sales of Investments

     The cost of purchases and proceeds from sales of investments other than
     short-term investments for the years ended December 31, 1996 and December
     31, 1995 aggregated $203,082,676 and $30,774,009; $34,156,273 and
     $1,768,297, respectively.

                                            S-22

<PAGE>

Variable Annuity Account I

Notes to Financial Statements  December 31, 1996 (continued):

5.   Supplemental Information to Statements of Operations and Changes in Net
     Assets Year Ended December 31, 1996

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
                                                                                                           
                                                         Valuation    Proceeds      Cost of       Net      
                                                           Period       from      Investments   Realized   
                                           Dividends     Deductions     Sales        Sold      Gain (Loss) 
- -----------------------------------------------------------------------------------------------------------
<S>                                         <C>           <C>          <C>           <C>          <C>      
Aetna Variable Fund:                        $377,243      ($16,848)    $678,021      $625,675     $52,346  
Annuity contracts in accumulation                                                                          
- -----------------------------------------------------------------------------------------------------------
Aetna Income Shares:                          53,910        (6,342)     361,706       364,811      (3,105) 
Annuity contracts in accumulation                                                                          
- -----------------------------------------------------------------------------------------------------------
Aetna Variable Encore Fund:                  271,781       (42,460)   8,817,411     8,991,630    (174,219) 
Annuity contracts in accumulation                                                                          
- -----------------------------------------------------------------------------------------------------------
Aetna Investment Advisers Fund, Inc.:         49,621        (6,268)     445,891       441,685       4,206  
Annuity contracts in accumulation                                                                          
- -----------------------------------------------------------------------------------------------------------
Aetna Ascent Variable Portfolio:              41,723        (4,767)     103,743       102,116       1,627  
Annuity contracts in accumulation                                                                          
- -----------------------------------------------------------------------------------------------------------
Aetna Crossroads Variable Portfolio:           3,213          (150)         245           229          16  
Annuity contracts in accumulation                                                                          
- -----------------------------------------------------------------------------------------------------------
Aetna Legacy Variable Portfolio:               6,160           (98)      32,715        33,619        (904) 
Annuity contracts in accumulation                                                                          
- -----------------------------------------------------------------------------------------------------------
Aetna Variable Index Plus Portfolio:             175           (59)      32,626        30,948       1,678  
Annuity contracts in accumulation                                                                          
- -----------------------------------------------------------------------------------------------------------
Alger American Funds:
 Balanced Portfolio:                           1,752        (2,640)     164,226       164,428        (202) 
Annuity contracts in accumulation                                                                          
- -----------------------------------------------------------------------------------------------------------
 Growth Portfolio:                            41,079       (39,330)     505,561       482,104      23,457  
Annuity contracts in accumulation                                                                          
- -----------------------------------------------------------------------------------------------------------
 Income and Growth Portfolio:                 30,956        (3,277)     116,013       131,617     (15,604) 
Annuity contracts in accumulation                                                                          
- -----------------------------------------------------------------------------------------------------------
 Leveraged AllCap Portfolio:                   1,193       (10,216)     138,877       145,053      (6,176) 
Annuity contracts in accumulation                                                                          
- -----------------------------------------------------------------------------------------------------------
 MidCap Portfolio:                             6,167       (19,638)   1,125,112     1,181,040     (55,928) 
Annuity contracts in accumulation                                                                          
- -----------------------------------------------------------------------------------------------------------
 Small Capitalization Portfolio:               5,402       (43,782)     967,209       963,981       3,228  
Annuity contracts in accumulation                                                                          
- -----------------------------------------------------------------------------------------------------------
Fidelity Investments Variable 
 Insurance Products Fund:
 EquityIncome Portfolio:                       5,013       (60,690)     388,307       391,124      (2,817)  
Annuity contracts in accumulation                                                                          
- -----------------------------------------------------------------------------------------------------------
 Growth Portfolio:                             6,182       (51,253)     683,984       650,467      33,517  
Annuity contracts in accumulation                                                                          
- -----------------------------------------------------------------------------------------------------------
 High Income Portfolio:                            0       (13,207)     809,332       772,725      36,607  
Annuity contracts in accumulation                                                                          
- -----------------------------------------------------------------------------------------------------------
 Overseas Portfolio:                               0        (6,706)     553,209       544,802       8,407  
Annuity contracts in accumulation                                                                          
- -----------------------------------------------------------------------------------------------------------
Fidelity Investments Variable 
 Insurance Products Fund II:
 Asset Manager Portfolio:                          0        (4,829)      32,049        30,456       1,593  
Annuity contracts in accumulation                                                                          
- -----------------------------------------------------------------------------------------------------------
 Contrafund Portfolio:                             0       (23,542)     531,787       511,106      20,681  
Annuity contracts in accumulation          
                                                                                                           
- -----------------------------------------------------------------------------------------------------------
</TABLE>

                                      S-23



<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
                                            Net Unrealized                       Net
                                              Gain (Loss)         Net     Increase (Decrease)      Net Assets
                                              -----------      Change in       in Net Assets          ----------
                                           Beginning   End     Unrealized     from Unit       Beginning   End
                                            of Year  of Year   Gain (Loss)   Transactions      of Year   of Year
- -----------------------------------------------------------------------------------------------------------------
<S>                                            <C>  <C>          <C>          <C>                <C>  <C>
Aetna Variable Fund:                           $0   ($143,001)   ($143,001)   $3,559,569
Annuity contracts in accumulation                                                                $0   $3,829,309
- ------------------------------------------------------------------------------------------------------------------
Aetna Income Shares:                            0     (21,783)     (21,783)      980,564
Annuity contracts in accumulation                                                                 0    1,003,244
- ------------------------------------------------------------------------------------------------------------------
Aetna Variable Encore Fund:                     0      61,606       61,606     8,262,668
Annuity contracts in accumulation                                                                 0    8,379,376
- ------------------------------------------------------------------------------------------------------------------
Aetna Investment Advisers Fund, Inc.:           0      15,913       15,913       639,143
Annuity contracts in accumulation                                                                 0      702,615
- ------------------------------------------------------------------------------------------------------------------
Aetna Ascent Variable Portfolio:                0      56,427       56,427     1,070,098
Annuity contracts in accumulation                                                                 0    1,165,108
- ------------------------------------------------------------------------------------------------------------------
Aetna Crossroads Variable Portfolio:            0        (282)        (282)       73,943
Annuity contracts in accumulation                                                                 0       76,740
- ------------------------------------------------------------------------------------------------------------------
Aetna Legacy Variable Portfolio:                0      (3,582)      (3,582)       98,789
Annuity contracts in accumulation                                                                (1)     100,364
- ------------------------------------------------------------------------------------------------------------------
Aetna Variable Index Plus Portfolio:            0        (786)        (786)       31,313
Annuity contracts in accumulation                                                                 0       32,321
- ------------------------------------------------------------------------------------------------------------------
Alger American Funds:
 Balanced Portfolio:                            0      19,051       19,051       489,854
Annuity contracts in accumulation                                                                 0      507,815
- ------------------------------------------------------------------------------------------------------------------
 Growth Portfolio:                           (303)    331,002      331,305     6,071,518
Annuity contracts in accumulation                                                            36,711    6,464,740
- ------------------------------------------------------------------------------------------------------------------
 Income and Growth Portfolio:                   0      43,184       43,184       592,011
Annuity contracts in accumulation                                                                 0      647,270
- ------------------------------------------------------------------------------------------------------------------
 Leveraged AllCap Portfolio:                    0      53,728       53,728     1,974,038
Annuity contracts in accumulation                                                                 0    2,012,567
- ------------------------------------------------------------------------------------------------------------------
 MidCap Portfolio:                              0     172,467      172,467     3,999,130
Annuity contracts in accumulation                                                                 1    4,102,199
- ------------------------------------------------------------------------------------------------------------------
 Small Capitalization Portfolio:           (1,042)    (40,650)     (39,608)    7,044,153
Annuity contracts in accumulation                                                            35,778    7,005,171
- ------------------------------------------------------------------------------------------------------------------
Fidelity Investments Variable 
 Insurance Products Fund:
 EquityIncome Portfolio:                        0     763,902      763,902    11,149,944
Annuity contracts in accumulation                                                                 0   11,855,352
- ------------------------------------------------------------------------------------------------------------------
 Growth Portfolio:                              0     339,925      339,925     9,199,562
Annuity contracts in accumulation                                                                 0    9,527,933
- ------------------------------------------------------------------------------------------------------------------
 High Income Portfolio:                         0      99,376       99,376     2,614,682
Annuity contracts in accumulation                                                                 0    2,737,458
- ------------------------------------------------------------------------------------------------------------------
 Overseas Portfolio:                            0      66,703       66,703     1,253,524
Annuity contracts in accumulation                                                                 0    1,321,928
- ------------------------------------------------------------------------------------------------------------------
Fidelity Investments Variable 
 Insurance Products Fund II:
 Asset Manager Portfolio:                       0      56,785       56,785     1,163,217
Annuity contracts in accumulation                                                                 0    1,216,766
- ------------------------------------------------------------------------------------------------------------------
 Contrafund Portfolio:                          0     438,859      438,859     6,105,333          0    6,541,331
Annuity contracts in accumulation          
- ------------------------------------------------------------------------------------------------------------------
</TABLE>

                                            S-24

<PAGE>

Variable Annuity Account I

Notes to Financial Statements  December 31, 1996 (continued):


5.   Supplemental Information to Statements of Operations and Changes in Net
     Assets Year Ended December 31, 1996

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
                                                                                                         
                                                      Valuation    Proceeds      Cost of       Net       
                                                        Period       from      Investments   Realized    
                                           Dividends  Deductions     Sales        Sold      Gain (Loss)  
- ---------------------------------------------------------------------------------------------------------
<S>                                         <C>        <C>          <C>           <C>            <C>     
 Index 500 Portfolio:                            $0    ($22,040)     $334,354      $313,306      $21,048 
Annuity contracts in accumulation                                                                        
- ---------------------------------------------------------------------------------------------------------
 Investment Grade Bond Portfolio:                 0      (1,771)       67,878        68,125         (247)
Annuity contracts in accumulation                                                                        
- ---------------------------------------------------------------------------------------------------------
Insurance Management Series:
 American Leaders Fund II:                  662,642    (497,245)      925,465       746,157      179,308 
Annuity contracts in accumulation                                                                        
- ---------------------------------------------------------------------------------------------------------
 Growth Strategies Fund II:                     295     (52,685)      106,659        89,128       17,531 
Annuity contracts in accumulation                                                                        
- ---------------------------------------------------------------------------------------------------------
 High Income Bond Fund II:                  611,472     (95,132)      310,773       300,649       10,124 
Annuity contracts in accumulation                                                                        
- ---------------------------------------------------------------------------------------------------------
 International Equity Fund II:               20,351     (96,657)      280,807       261,882       18,925 
Annuity contracts in accumulation                                                                        
- ---------------------------------------------------------------------------------------------------------
 Prime Money Fund II:                       164,619     (50,003)    6,053,920     6,053,922           (2)
Annuity contracts in accumulation                                                                        
- ---------------------------------------------------------------------------------------------------------
 U.S. Government Securities Fund II:        113,351     (26,261)      844,719       846,273       (1,554)
Annuity contracts in accumulation                                                                        
- ---------------------------------------------------------------------------------------------------------
 Utility Fund II:                           381,276    (128,189)      639,721       566,100       73,621 
Annuity contracts in accumulation                                                                        
- ---------------------------------------------------------------------------------------------------------
Janus Aspen Series:
 Aggressive Growth Portfolio:                 7,466     (12,856)    1,050,437     1,088,069      (37,632)
Annuity contracts in accumulation                                                                        
- ---------------------------------------------------------------------------------------------------------
 Balanced Portfolio:                         23,543      (7,391)      221,223       209,140       12,083 
Annuity contracts in accumulation                                                                        
- ---------------------------------------------------------------------------------------------------------
 Flexible Income Portfolio:                  18,252      (2,109)       41,760        41,610          150 
Annuity contracts in accumulation                                                                        
- ---------------------------------------------------------------------------------------------------------
 Growth Portfolio:                           25,286     (14,653)    1,183,201     1,120,812       62,389 
Annuity contracts in accumulation                                                                        
- ---------------------------------------------------------------------------------------------------------
 ShortTerm Bond Portfolio:                   9,170      (2,222)      652,610       650,060        2,550  
Annuity contracts in accumulation                                                                        
- ---------------------------------------------------------------------------------------------------------
 Worldwide Growth Portfolio:                106,093     (61,217)      446,507       395,584       50,923 
Annuity contracts in accumulation                                                                        
- ---------------------------------------------------------------------------------------------------------
Lexington Emerging Markets Fund:                  0      (3,899)      109,987       110,241         (254)
Annuity contracts in accumulation                                                                        
- ---------------------------------------------------------------------------------------------------------
Lexington Natural Resources Trust Fund:       4,095      (5,265)      418,184       424,395       (6,211)
Annuity contracts in accumulation                                                                        
- ---------------------------------------------------------------------------------------------------------
MFS Funds:
 Emerging Growth Series:                     33,270     (14,548)      145,356       151,959       (6,603)
Annuity contracts in accumulation                                                                        
- ---------------------------------------------------------------------------------------------------------
 Research Series:                            32,798      (7,629)       69,685        69,157          528 
Annuity contracts in accumulation                                                                        
- ---------------------------------------------------------------------------------------------------------
 Total Return Series:                        22,438      (3,611)      191,249       184,924        6,325 
Annuity contracts in accumulation                                                                        
- ---------------------------------------------------------------------------------------------------------
</TABLE>
                                            S-25

<PAGE>

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
                                            Net Unrealized                       Net  
                                              Gain (Loss)          Net    Increase (Decrease)     Net Assets
                                              -----------       Change in   in Net Assets         ----------
                                           Beginning   End     Unrealized     from Unit       Beginning   End
                                            of Year  of Year   Gain (Loss)   Transactions      of Year   of Year
- -----------------------------------------------------------------------------------------------------------------
<S>                                        <C>     <C>         <C>           <C>         <C>           <C>       
 Index 500 Portfolio:                           $0  $375,527    $375,527     $4,514,462 
Annuity contracts in accumulation                                                                $0    $4,888,997
- -----------------------------------------------------------------------------------------------------------------
 Investment Grade Bond Portfolio:                0    10,325      10,325        440,327
Annuity contracts in accumulation                                                                 0       448,634
- -----------------------------------------------------------------------------------------------------------------
Insurance Management Series:
 American Leaders Fund II:                 871,936 7,073,040   6,201,104     35,057,409
Annuity contracts in accumulation                                                        16,434,144    58,037,362
- -----------------------------------------------------------------------------------------------------------------
 Growth Strategies Fund II:                  4,198   890,268     886,070      8,762,085
Annuity contracts in accumulation                                                           187,382     9,800,678
- -----------------------------------------------------------------------------------------------------------------
 High Income Bond Fund II:                  47,839   442,872     395,033      7,472,858
Annuity contracts in accumulation                                                         3,197,071    11,591,426
- -----------------------------------------------------------------------------------------------------------------
 International Equity Fund II:              77,134   599,852     522,718      7,793,953
Annuity contracts in accumulation                                                         3,076,039    11,335,329
- -----------------------------------------------------------------------------------------------------------------
 Prime Money Fund II:                            0         0           0       (713,688)
Annuity contracts in accumulation                                                         4,106,739     3,507,665
- -----------------------------------------------------------------------------------------------------------------
 U.S. Government Securities Fund II:        32,984      (201)    (33,185)       816,834
Annuity contracts in accumulation                                                         1,587,267     2,456,452
- -----------------------------------------------------------------------------------------------------------------
 Utility Fund II:                          332,527 1,106,478     773,951      7,162,934
Annuity contracts in accumulation                                                         5,071,628    13,335,221
- -----------------------------------------------------------------------------------------------------------------
Janus Aspen Series:
 Aggressive Growth Portfolio:                    0    17,905      17,905      2,779,331
Annuity contracts in accumulation                                                                 0     2,754,214
- -----------------------------------------------------------------------------------------------------------------
 Balanced Portfolio:                             0    46,718      46,718      1,912,197
Annuity contracts in accumulation                                                                 0     1,987,150
- -----------------------------------------------------------------------------------------------------------------
 Flexible Income Portfolio:                      0     5,974       5,974        371,127
Annuity contracts in accumulation                                                                 0       393,394
- -----------------------------------------------------------------------------------------------------------------
 Growth Portfolio:                               0    90,906      90,906      2,949,911
Annuity contracts in accumulation                                                                 0     3,113,839
- -----------------------------------------------------------------------------------------------------------------
 ShortTerm Bond Portfolio:                      0    (1,799)     (1,799)       306,346
Annuity contracts in accumulation                                                                 0       314,045
- -----------------------------------------------------------------------------------------------------------------
 Worldwide Growth Portfolio:                     0   658,071     658,071     13,048,547
Annuity contracts in accumulation                                                                 0    13,802,417
- -----------------------------------------------------------------------------------------------------------------
Lexington Emerging Markets Fund:               735    (4,649)     (5,384)       750,550
Annuity contracts in accumulation                                                            24,857       765,870
- -----------------------------------------------------------------------------------------------------------------
Lexington Natural Resources Trust Fund:          0    98,720      98,720      1,238,511
Annuity contracts in accumulation                                                                 0     1,329,850
- -----------------------------------------------------------------------------------------------------------------
MFS Funds:
 Emerging Growth Series:                         0    13,628      13,628      4,190,575
Annuity contracts in accumulation                                                                 0     4,216,322
- -----------------------------------------------------------------------------------------------------------------
 Research Series:                                0    66,161      66,161      2,397,579
Annuity contracts in accumulation                                                                 0     2,489,437
- -----------------------------------------------------------------------------------------------------------------
 Total Return Series:                            0    22,362      22,362      1,134,335
Annuity contracts in accumulation                                                                 0     1,181,849
- -----------------------------------------------------------------------------------------------------------------
</TABLE>


                                            S-26

<PAGE>


Variable Annuity Account I

Notes to Financial Statements  December 31, 1996 (continued):


     5.   Supplemental Information to Statements of Operations and Changes in
          Net Assets-Year Ended December 31, 1996

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
                                                                                                       
                                                       Valuation   Proceeds      Cost of       Net     
                                                        Period       from      Investments   Realized  
                                        Dividends     Deductions     Sales        Sold      Gain (Loss)
- -------------------------------------------------------------------------------------------------------
<S>                                  <C>         <C>           <C>           <C>           <C>         
 Value Series:                             $606         ($47)       $3,366        $3,307        $59    
Annuity contracts in accumulation                                                                      
- -------------------------------------------------------------------------------------------------------
 World Government Series:                     0         (961)       35,795        34,610      1,185    
Annuity contracts in accumulation                                                                      
- -------------------------------------------------------------------------------------------------------
TCI Portfolios, Inc.:
 Balanced Fund:                           1,396       (1,261)       21,355        20,655        700    
Annuity contracts in accumulation                                                                      
- -------------------------------------------------------------------------------------------------------
 Growth Fund:                             2,369       (2,424)       89,869        97,034     (7,165)   
Annuity contracts in accumulation                                                                      
- -------------------------------------------------------------------------------------------------------
 International Fund:                        468       (3,264)       41,105        40,667        438    
Annuity contracts in accumulation                                                                      
- -------------------------------------------------------------------------------------------------------
Total Variable Annuity Account I     $3,142,826  ($1,469,442)  $30,774,009   $30,447,382   $326,627    
=======================================================================================================
</TABLE>

                                            S-27

<PAGE>

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
                                                                              Net                Net Assets
                                           Net Unrealized       Net      Increase (Decrease)    ------------                 
                                            Gain (Loss)      Unrealized    in Net Assets                         
                                         Beginning   End      Change in     from Unit      Beginning    End        
                                          of Year  of Year   Gain (Loss)   Transactions      of Year    of Year     
- --------------------------------------------------------------------------------------------------------------------
<S>                                 <C>         <C>         <C>          <C>            <C>             <C>      
 Value Series:                              $0         $156        $156      $44,087
Annuity contracts in accumulation                                                                $0          $44,861
- --------------------------------------------------------------------------------------------------------------------
 World Government Series:                    0        3,877       3,877      210,327
Annuity contracts in accumulation                                                                 0          214,428
- --------------------------------------------------------------------------------------------------------------------
TCI Portfolios, Inc.:
 Balanced Fund:                              0       10,011      10,011      362,627
Annuity contracts in accumulation                                                                 0          373,473
- --------------------------------------------------------------------------------------------------------------------
 Growth Fund:                                0      (11,204)    (11,204)     478,565
Annuity contracts in accumulation                                                                 0          460,141
- --------------------------------------------------------------------------------------------------------------------
 International Fund:                         0       47,176      47,176      780,441
Annuity contracts in accumulation                                                                 0          825,259
- --------------------------------------------------------------------------------------------------------------------
Total Variable Annuity Account I    $1,366,008  $13,871,018 $12,505,010  $170,635,283   $33,757,616     $218,897,920
=====================================================================================================================
</TABLE>


                                            S-28

<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,  1996,  the related  statements  of  operations  and changes in net
assets for the year then ended and the period from June 28,  1995  (commencement
of operations) to December 31, 1995 and condensed financial  information for the
year ended December 31, 1996. 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, 1996, 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 Aetna Insurance  Company of America Variable Annuity Account I as of
December  31,  1996,  the results of its  operations  and the changes in its net
assets for the year ended December 31, 1996 and the period from June 28, 1995 to
December  31,  1995 and  condensed  financial  information  for the  year  ended
December 31, 1996 in conformity with generally accepted accounting principles.


                                                  KPMG Peat Marwick LLP


Hartford, Connecticut
February 14, 1997
                                            S-29
<PAGE>


                       AETNA INSURANCE COMPANY OF AMERICA
    (A wholly owned subsidiary of Aetna Life Insurance and Annuity Company)

                         Index to Financial Statements

                                                                          Page
                                                                          ----
Item 1.   Financial Statements

Statements of Income for the three and nine months ended                   F-2
  September 30, 1997 and 1996 (unaudited)
Balance Sheets as of September 30, 1997 (unaudited) and
  December 31, 1996                                                        F-3
Statements of Changes in Shareholder's Equity for the nine
  months ended September 30, 1997 and 1996 (unaudited)                     F-4
Statements of Cash Flows for the nine months ended September
  30, 1997 and 1996 (unaudited)                                            F-5
Condensed Notes to Financial Statements                                    F-6
Independent Auditors' Review Report                                        F-8
Statements of Income for the Years Ended December 31, 1996,
  1995 and 1994                                                            F-9
Balance Sheets as of December 31, 1996 and 1995                            F-10
Statements of Changes in Shareholder's Equity for the Years
  Ended December 31, 1996, 1995 and 1994                                   F-11
Statements of Changes in Cash Flows for the Years Ended
  December 31, 1996, 1995 and 1994                                         F-12
Notes to Financial Statements                                              F-13


                                      F-1

<PAGE>


PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

                       AETNA INSURANCE COMPANY OF AMERICA
     (A wholly owned subsidiary of Aetna Life Insurance and Annuity Company)

                              Statements of Income
                                   (thousands)

<TABLE>
<CAPTION>
                                                 3 Months Ended September 30,  9 Months Ended September 30,
                                                 ---------------------------   ----------------------------
                                                         1997          1996         1997          1996
                                                     (unaudited)   (unaudited)   (unaudited)   (unaudited)
                                                     -----------   -----------   ----------    -----------
<S>                                                    <C>           <C>           <C>           <C>  
Revenue:
  Charges assessed against policyholders ..........    1,760.1       $ 373.2       $4,057.5      $  757.6
  Net investment income............................    1,975.2         341.0        4,853.0         673.5
  Net realized capital gains (losses) .............       18.5          --             88.6         (17.1)
  Other income ....................................       55.0          --            168.4          --
                                                      --------       -------        -------       -------
        Total revenue .............................    3,808.8         714.2        9,167.5       1,414.0
                                                                    
Benefits and expenses:                                              
  Current and future benefits .....................    1,622.6         533.6        4,241.8         714.8
  Operating expenses ..............................      786.1         306.2        2,544.9       1,903.6
  Amortization of deferred policy acquisition costs      408.8          --          1,026.2          --
                                                      --------       -------        -------       -------
       Total benefits and expenses ................    2,817.5         839.8        7,812.9       2,618.4
                                                                    
Income (loss) before income                                         
   taxes (benefits) ...............................      991.3        (125.6)       1,354.6      (1,204.4)
                                                                                                 
Income taxes (benefits) ...........................      342.6         (41.1)         387.8        (363.7)
                                                      --------       -------        -------       -------
Net income (loss) .................................   $  648.7       $ (84.5)      $  966.8      $ (840.7)
                                                      ========       =======       ========      ========
</TABLE> 

See Condensed Notes to Financial Statements.


                                      F-2

<PAGE>


                       AETNA INSURANCE COMPANY OF AMERICA
    (A wholly owned subsidiary of Aetna Life Insurance and Annuity Company)

                                 Balance Sheets
                         (thousands, except share data)


<TABLE>
<CAPTION>
                                                            September 30,
                                                                 1997           December 31,
Assets                                                       (unaudited)           1996
- -----                                                       --------------      ------------
<S>                                                           <C>               <C>     
Investments:
  Debt securities available for sale, at fair value
     (amortized cost $112,896.5 and $24,736.8)                $114,776.2        $ 24,770.3
Cash and cash equivalents                                       13,766.6          51,842.3
Deferred policy acquisition costs                               39,049.8          21,057.0
Accrued investment income                                        1,683.5             325.8
Deferred tax asset                                               3,002.4           1,289.7
Income taxes receivable                                           --               1,133.2
Other assets                                                     1,055.2             447.6
Separate accounts assets                                       601,301.3         303,518.6
                                                              ----------        ----------
       Total assets                                           $774,635.0        $404,384.5
                                                              ==========        ==========
                                                                                
Liabilities and Shareholder's Equity                                            
- ------------------------------------
Liabilities:                                                                    
  Policyholders' funds left with the Company                  $133,718.4        $ 64,445.4
  Other liabilities                                              2,025.2           4,753.2
  Due to parent and affiliates                                     526.6             347.2
  Income taxes payable                                              73.5            --
  Separate accounts liabilities                                601,301.3         303,518.6
                                                              ----------        ----------
       Total liabilities                                       737,645.0         373,064.4
                                                              ----------        ----------
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                                               32,550.0          27,550.0
  Net unrealized capital gains                                     121.7              90.3
  Retained earnings                                              1,768.3           1,129.8
                                                              ----------        ----------
       Total shareholder's equity                               36,990.0          31,320.1
                                                              ----------        ----------
         Total liabilities and shareholder's equity           $774,635.0        $404,384.5
                                                              ==========        ==========
</TABLE>


See Condensed Notes to Financial Statements.

                                      F-3

<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)



                                                  9 Months Ended September 30,
                                                  ----------------------------
                                                     1997          
                                                  (unaudited)        1996
                                                  -----------        ----

Shareholder's equity, beginning of period         $31,320.1        $12,133.0
                                                                   
Capital contribution                                5,000.0           --
                                                                   
Net change in unrealized capital gains (losses)        31.4           (102.2)
                                                                   
Net income (loss)                                     966.8           (840.7)
                                                                   
Other changes                                        (328.3)          --
                                                  ---------        ---------
Shareholder's equity, end of period               $36,990.0        $11,190.1
                                                  =========        =========



See Condensed 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 Cash Flows
                                  (thousands)


<TABLE>
<CAPTION>
                                                                          9 Months Ended September 30,
                                                                          ----------------------------
                                                                               1997          
                                                                            (unaudited)        1996
                                                                            -----------        ----
<S>                                                                        <C>              <C>
Cash Flows from Operating Activities:
         Net income (loss)                                                 $     966.8      $   (840.7)
         Adjustments to reconcile net income (loss) to net cash used for 
           operating activities:                                         
         Increase in accrued investment income                                (1,357.7)          (69.7)
         Increase in deferred policy acquisition costs                       (17,992.8)      (13,657.6)
         Net change in amounts due to/from parent and affiliates                 179.4          (174.6)
         Net (decrease) increase in other assets and liabilities              (1,003.8)        5,555.5
         Net decrease in income taxes                                           (730.4)       (2,782.4)
         Net accretion of discount on debt securities                           (309.6)          (61.3)
         Net realized capital (gains) losses                                     (88.6)           17.1
                                                                            ----------       ---------
               Net cash used for operating activities                        (20,336.7)      (12,013.7)
                                                                            ----------       ---------
Cash Flows from Investing Activities:                                                      
         Proceeds from sales of:                                                           
           Debt securities available for sale                                 12,012.6         2,410.0
           Short-term investments                                              1,000.0          --
         Investment maturities and repayments of:                                          
           Debt securities available for sale                                  2,802.9          --
         Cost of investment purchases in:                                                  
           Debt securities available for sale                               (105,029.5)       (2,458.8)
           Short-term investments                                             (1,000.0)         --
                                                                            ----------       ---------
               Net cash used for investing activities                        (90,214.0)          (48.8)
                                                                            ----------       ---------
Cash Flows from Financing Activities:                                                      
         Deposits and interest credited for investment contracts              71,075.9        43,734.9
         Withdrawal of investment contracts                                   (3,600.8)         --
         Capital contribution                                                  5,000.0          --
                                                                            ----------       ---------
               Net cash provided by financing activities                      72,475.1        43,734.9
                                                                                           
Net (decrease) increase in cash and cash equivalents                         (38,075.6)       31,672.4
Cash and cash equivalents, beginning of period                                51,842.3         4,044.2
                                                                            ----------       ---------
Cash and cash equivalents, end of period                                   $  13,766.6      $ 35,716.6
                                                                           ===========      ==========
                                                                                           
Supplemental cash flow information:                                                        
    Income taxes paid, net                                                 $     734.0      $  2,232.0
                                                                           ===========      ==========
</TABLE>


See Condensed Notes to Financial Statements.


                                      F-5


<PAGE>







                       AETNA INSURANCE COMPANY OF AMERICA
     (A wholly owned subsidiary of Aetna Life Insurance and Annuity Company)

               Condensed Notes to Financial Statements (unaudited)

1.  Basis of Presentation
    ---------------------

    Aetna Insurance Company of America (the "Company") is a stock life insurance
    company organized in 1990 under the insurance laws of Connecticut and is a
    wholly owned subsidiary of Aetna Life Insurance and Annuity Company
    ("ALIAC"). ALIAC is a wholly owned subsidiary of Aetna Retirement Holdings,
    Inc. ("HOLDCO"). HOLDCO is a wholly owned subsidiary of Aetna Retirement
    Services, Inc., whose ultimate parent is Aetna Inc.("Aetna").

    The financial statements have been prepared in accordance with generally
    accepted accounting principles and are unaudited. Certain reclassifications
    have been made to 1996 financial information to conform to the 1997
    presentation. These interim statements necessarily rely heavily on
    estimates, including assumptions as to annualized tax rates. In the opinion
    of management, all adjustments necessary for a fair statement of results for
    the interim periods have been made. All such adjustments are of a normal,
    recurring nature. The accompanying condensed financial statements should be
    read in conjunction with the financial statements and related notes as
    presented in the Company's 1996 Annual Report on Form 10-K. Certain
    financial information that is normally included in annual financial
    statements prepared in accordance with generally accepted accounting
    principles, but that is not required for interim reporting purposes, has
    been condensed or omitted.

2.  Future Applications of Accounting Standards
    -------------------------------------------

    Financial Accounting Standard ("FAS") No. 125, Accounting for Transfers and
    Servicing of Financial Assets and Extinguishments of Liabilities, was issued
    in June 1996 and provides accounting and reporting standards for transfers
    of financial assets and extinguishments of liabilities.

    FAS No. 125 is effective for 1997 financial statements; however, certain
    provisions relating to accounting for repurchase agreements and securities
    lending are not effective until January 1, 1998. Provisions effective in
    1997 did not have a material effect on the Company's financial position or
    results of operations. The Company does not expect adoption of this
    statement for provisions effective in 1998 to have a material effect on its
    financial position or results of operations.

                                      F-6

<PAGE>


                       AETNA INSURANCE COMPANY OF AMERICA
     (A wholly owned subsidiary of Aetna Life Insurance and Annuity Company)

               Condensed Notes to Financial Statements (unaudited)
                                   (Continued)


2.  Future Applications of Accounting Standards (Continued)
    -------------------------------------------------------

    FAS No. 130, Reporting Comprehensive Income, was issued in June 1997 and
    establishes standards for the reporting and presentation of comprehensive
    income and its components in a full set of financial statements.
    Comprehensive income encompasses all changes in shareholder's equity (except
    those arising from transactions with owners) and includes net income, net
    unrealized capital losses on available for sale securities. As this new
    standard only requires additional information in a financial statement, it
    will not affect the Company's financial position or results of operations.
    FAS No. 130 is effective for fiscal years beginning after December 15, 1997,
    with earlier application permitted. The Company is currently evaluating the
    presentation alternatives permitted by the statement.

3.  Benefit Plans
    -------------

    As of March 31, 1997, ALIAC transferred to the Company, approximately $505.0
    thousand of accrued liabilities, primarily related to the allocation of
    pension and postretirement benefit expenses that had been previously
    allocated to ALIAC. The after-tax amount of this transfer (approximately
    $328.3 thousand) is reported as a reduction of retained earnings.

4.  Litigation
    ----------

    The Company is not currently involved in litigation.

5.  Shareholder's Equity
    --------------------

    On June 26, 1997, the Company received a $5.0 million capital contribution
    from ALIAC.

                                      F-7

<PAGE>


                          Independent Auditors' Report

The Shareholder and Board of Directors
Aetna Insurance Company of America:

We have audited the  accompanying  balance sheets of Aetna Insurance  Company of
America as of December 31, 1996 and 1995, 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, 1996.  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  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing  the  accounting  priciples  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 as of December 31, 1996 and 1995,  and the results of its operations and
its cash flows for each of the years in the three-year period ended December 31,
1996, in conformity with generally accepted accounting principles.

                                                      /s/ KPMG PEAT MARWICK LLP

Hartford, Connecticut
March 20, 1997
                                      F-8


<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
                                                          -----------------------
                                                        1996        1995       1994
                                                        ----        ----       ----
<S>                                                <C>          <C>         <C>     
Revenue:
  Charges assessed against policyholders           $  1,293.0   $  132.7    $     --
  Net investment income                               1,556.9      721.0       619.3
  Net realized capital gains (losses)                   (11.2)       8.3          --
  Other income                                           66.4         --          --
                                                   ---------------------------------
    Total revenue                                      2,905.1     862.0       619.3

Benefits and expenses:
  Current and future benefits                          1,651.9        --          --
  Operating expenses                                   2,430.4     481.8        85.6
  Amortization of deferred policy acquisition costs      242.0       --           --
                                                    ------------ ----------   --------
    Total benefits and expenses                        4,324.3     481.8        85.6

Income (loss) before income taxes (benefits)          (1,419.2)    380.2       533.7

  Income taxes (benefits)                               (723.4)    212.3       185.1
                                                    ------------ ----------   --------
Net Income (loss)                                  $    (695.8) $  167.9    $  348.6
                                                    ============ ==========   ========

</TABLE>

See Notes to Financial Statements.




                                      F-9
<PAGE>





                       AETNA INSURANCE COMPANY OF AMERICA
    (A wholly owned subsidiary of Aetna Life Insurance and Annuity Company)

                                Balance Sheets
                         (thousands, except share data)
<TABLE>
<CAPTION>

                                                                         December 31,
Assets                                                                1996          1995
- ------                                                                ----          ----
<S>                                                             <C>            <C>       

Investments:
  Debt securities, available for sale:
    (amortized cost: $24,736.8 and $7,953.0)                    $  24,770.3    $  8,187.4
Cash and cash equivalents                                          51,842.3       4,044.2
Deferred policy acquisition costs                                  21,057.0       2,066.4
Accrued investment income                                             325.8         112.6
Deferred tax asset                                                  1,289.7         467.6
Income taxes receivable                                             1,133.2            --
Other assets                                                          447.6           0.8
Separate Accounts assets                                          303,518.6      43,810.0
                                                                -------------  ------------
    Total assets                                                $ 404,384.5    $ 58,689.0
                                                                -------------  ------------
                                                                -------------  ------------

Liabilities and Shareholder's Equity
- ------------------------------------

Liabilities:
  Policyholders' funds left with the Company                    $  64,445.4    $       --
  Other liabilities                                                 4,753.2       1,874.2
  Due to parent and affiliates                                        347.2         174.6
  Income taxes payable                                                   --         697.2
  Separate Accounts liabilities                                   303,518.6      43,810.0
                                                                -------------  ------------
    Total liabilities                                             373,064.4      46,556.0
                                                                -------------  ------------

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                                                  27,550.0       7,550.0
  Net unrealized capital gains                                         90.3         152.4
  Retained earnings                                                 1,129.8       1,880.6
                                                                -------------  ------------
    Total shareholder's equity                                     31,320.1      12,133.0
                                                                -------------  ------------

     Total liabilities and shareholder's equity                 $ 404,384.5    $ 58,689.0
                                                                =============  ============

</TABLE>

See Notes to financial Statements.





                                      F-10
<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,
                                                               ------------------------

                                                          1996            1995         1994
                                                          ----            ----         ----
<S>                                                  <C>             <C>          <C>        
Shareholder's equity, beginning of year              $  12,133.0     $  11,675.3  $  11,584.2

Capital contribution                                    20,000.0              --           --

Net income (loss)                                         (695.8)          167.9        348.6

Net change in unrealized capital gains (losses)            (62.1)          289.8       (257.5)

Other changes                                              (55.0)             --          --
                                                     --------------  -------------  ----------
Shareholder's equity, end of year                    $  31,320.1     $  12,133.0  $  11,675.3
                                                     ==============  =============  ==========


</TABLE>


See Notes to Financial Statements.








                                      F-11
<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,
                                                                                            ------------------------
                                                                                     1996             1995            1994
                                                                                     ----             ----            ----
<S>                                                                              <C>              <C>             <C>     
Cash Flows from Operating Activities:
     Net income (loss)                                                           $  (695.8)       $  167.9        $  348.6
     Adjustments to reconcile net income (loss) to net cash (used for)
     provided by operating activities:
     Increase in accrued investment income                                          (213.2)          (21.1)             --
     Increase in deferred policy acquisition costs                               (18,990.6)       (2,066.4)             --
     Net change in amounts due to/from parent and affiliates                         172.6           164.1           (79.2)
     Net increase (decrease) in other assets and liabilities                         (25.6)        1,915.9             1.2
     Net (decrease) increase in income taxes                                      (2,710.7)           60.2          (138.9)
     Net amortization of (discount) premium on debt securities                      (104.6)           22.2            88.1
     Net realized capital losses                                                      11.2              --              --
                                                                                ----------        --------        --------
      Net cash (used for) provided by operating activities                       (22,556.7)          242.8           219.8
                                                                                ----------        --------        --------
Cash Flows from Investing Activities:
     Proceeds from sales of:
      Debt securities available for sale                                           2,510.0         3,000.0              --
     Investment maturities and repayments of:
      Short-term investments                                                            --           500.0              --
     Cost of investment purchases in:
      Debt securities available for sale                                         (16,706.0)       (3,939.2)             --
      Short-term investments                                                            --          (492.1)             --
                                                                                 ----------       ---------       --------
       Net cash used for investing activities                                    (14,196.0)         (931.3)             --
                                                                                 ----------       ---------       --------
Cash Flows from Financing Activities:
     Deposits and interest credited for investment contracts                      64,936.2              --              --
     Withdrawal of investment contracts                                             (385.4)
     Capital contribution                                                         20,000.0              --              --
                                                                                 ----------       ---------       --------
       Net cash provided by financing activities                                  84,550.8              --              --
                                                                                 ----------       ---------       --------
Net increase (decrease) in cash and cash equivalents                              47,798.1           (688.5)         219.8
Cash and cash equivalents, beginning of year                                       4,044.2          4,732.7        4,512.9
                                                                                 ----------       ---------       --------

Cash and cash equivalents, end of year                                           $51,842.3         $4,044.2       $4,732.7
                                                                                 ----------       ---------       --------
                                                                                 ----------       ---------       --------

Supplemental cash flow information:
    Income taxes paid, net                                                       $ 1,866.8         $   92.4         $336.7
                                                                                 ==========       ==========      =========

</TABLE>

See Notes to Financial Statements.


                                      F-12
<PAGE>





                       AETNA INSURANCE COMPANY OF AMERICA
    (A wholly owned subsidiary of Aetna Life Insurance and Annuity Company)

                          Notes to Financial Statements

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  Holdings,  Inc.  ("HOLDCO").  HOLDCO is a
      wholly owned subsidiary of Aetna Retirement Services, Inc., whose ultimate
      parent is Aetna Inc.  ("Aetna").  During the second  quarter of 1995,  the
      Company began marketing and servicing variable annuities 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  1995  and  1994   financial   information   to  conform  to  the  1996
      presentation.

      Future Application of Accounting Standards

      Financial  Accounting  Standard ("FAS") No. 125 , Accounting for Transfers
      and Servicing of Financial Assets and Extinguishments of Liabilities,  was
      issued in June 1996.  This  statement  provides  accounting  and reporting
      standards  for  transfers  of  financial  assets  and  extinguishments  of
      liabilities.   Transactions   covered  by  this  statement  would  include
      securitizations,   sales  of  partial  interests  in  assets,   repurchase
      agreements and securities  lending.  This statement  requires that after a
      transfer of  financial  assets,  an entity would  recognize  any assets it
      controls and  liabilities  it has incurred.  An entity would not recognize
      assets  when  control  has  been  surrendered  or  liabilities  have  been
      satisfied.  Portions of this  statement are effective for each of 1997 and
      1998 financial statements and early adoption is not permitted. The Company
      does not expect  adoption of this  statement to have a material  effect on
      its financial position or results of operations.

      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.





                                      F-13
<PAGE>






                       AETNA INSURANCE COMPANY OF AMERICA
    (A wholly owned subsidiary of Aetna Life Insurance and Annuity Company)

                    Notes to Financial Statements (Continued)

1. Summary of Significant Accounting Policies (Continued)

      Cash and Cash Equivalents

      Cash and cash equivalents  include cash on hand, money market  instruments
      and other debt issues with a maturity of 90 days or less when purchased.

      Investments

      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
      capital  losses) for other than  temporary  declines in value.  Unrealized
      capital gains and losses related to available for sale investments,  other
      than amounts allocable to experience rated contractholders,  are reflected
      in shareholder's equity, net of related taxes.

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

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

      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 a period of up to
      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 are not adequate to cover related losses and expenses.




                                      F-14
<PAGE>





                       AETNA INSURANCE COMPANY OF AMERICA
    (A wholly owned subsidiary of Aetna Life Insurance and Annuity Company)

                    Notes to Financial Statements (Continued)

1. Summary of Significant Accounting Policies (Continued)

      Reserves

      Policyholders'  funds left with the Company include  reserves for deferred
      annuity  investment  contracts.  Reserves on such  contracts  are equal to
      cumulative  deposits less charges and withdrawals  plus credited  interest
      thereon  (rates  range  from  4.85%  to  6.75%),  net of  adjustments  for
      investment  experience  that the  Company is entitled to reflect in future
      credited  interest.  Reserves on contracts  subject to  experience  rating
      reflect the rights of contractholders, plan participants and the Company.

      Charges Assessed Against Policyholders and Other Income

      Charges  assessed  against  policyholders'  funds for  surrender  charges,
      actuarial margin and other fees are recorded as revenue when earned. Other
      amounts received for these contracts are reflected as deposits and are not
      recorded as revenue. Other income includes maintenance and surrender fees.

      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 Aeltus or other selected  mutual funds
      not managed by Aeltus.

      Separate  accounts assets and liabilities are carried at fair value except
      for those  relating to a  guaranteed  interest  option.  Since the Company
      bears the  investment  risk where the  contract is held to  maturity,  the
      assets of the separate account  supporting the guaranteed  interest option
      are carried at an amortized  cost of $82.5 million for 1996 (fair value of
      $82.9  million)  and $10.1  million  for 1995 (fair  value $9.3  million).
      Reserves relating to the guaranteed interest option are maintained at fund
      value and reflect  interest  credited at rates ranging from 4.74% to 6.60%
      in  1996  and  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
      and losses of the  non-guaranteed  separate  accounts are not reflected in
      the Statements of Income (with the exception of realized capital gains and
      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.




                                      F-15
<PAGE>





                       AETNA INSURANCE COMPANY OF AMERICA
    (A wholly owned subsidiary of Aetna Life Insurance and Annuity Company)

                    Notes to Financial Statements (Continued)

1. Summary of Significant Accounting Policies (Continued)

      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 expenses/benefits  result from changes during the year
      in cumulative  temporary  differences between the tax basis and book basis
      of assets and liabilities.

2. Investments

      Debt  securities  available  for  sale as of  December  31,  1996  were as
      follows:
<TABLE>
<CAPTION>

                                                              Gross        Gross
                                               Amortized    Unrealized   Unrealized     Fair
                                                  Cost        Gains        Losses       Value
                                                  ----        -----        ------       -----
                                                                  (thousands)
<S>                                            <C>          <C>          <C>          <C>      
U.S. government and government agencies and
authorities                                    $ 8,111.1    $   140.0    $     1.1    $ 8,250.0

U.S. corporate securities:
     Financial                                   7,375.4         --           59.2      7,316.2
     Healthcare & consumer products              2,506.2         --            4.1      2,502.1
     Natural resources                           1,250.0          0.8         --        1,250.8
                                               ---------    ---------    ---------    ---------
  Total U.S. corporate securities               11,131.6          0.8         63.3     11,069.1

Foreign securities                               2,032.3         --           46.0      1,986.3

Commercial/multifamily mortgage-backed
securities                                       2,480.9          3.5         --        2,484.4

Other asset-backed securities                      980.9         --            0.4        980.5
                                               ---------    ---------    ---------    ---------

Total Debt Securities                          $24,736.8    $   144.3    $   110.8    $24,770.3
                                               =========    =========    =========    =========

</TABLE>



                                      F-16
<PAGE>





                       AETNA INSURANCE COMPANY OF AMERICA
    (A wholly owned subsidiary of Aetna Life Insurance and Annuity Company)

                    Notes to Financial Statements (Continued)

2. Investments (Continued)

      Debt  securities  available  for  sale as of  December  31,  1995  were as
      follows:
<TABLE>
<CAPTION>

                                                         Gross       Gross
                                           Amortized   Unrealized  Unrealized   Fair
                                              Cost       Gains       Losses     Value
                                              ----       -----       ------     -----
                                                             (thousands)
<S>                                        <C>         <C>         <C>         <C>     
U.S. government and government agencies
and authorities                            $7,953.0    $  237.4    $    3.0    $8,187.4
                                           ========    ========    ========    ========
</TABLE>

      At December  31, 1996 net  unrealized  appreciation  of $33.5  thousand on
      available for sale debt securities  included  unrealized  losses of $105.4
      thousand related to experience  rated contracts,  which were not reflected
      in shareholder's equity but in Policyholders' funds left with the Company.

      The amortized  cost and fair value of debt  securities  for the year ended
      December  31,  1996  are  shown  below  by  contractual  maturity.  Actual
      maturities may differ from contractual  maturities  because securities may
      be restructured, called or prepaid.

                                                    Amortized        Fair
                                                      Cost           Value
                                                      ----           -----
                                                           (thousands)

      Due to mature:
           One year or less                         $ 1,477.5    $ 1,480.6
           After one year through five years         10,785.5     10,907.8
           After five years through ten years         7,998.6      7,936.0
           After ten years                            1,013.4        981.0
           Mortgage-backed securities                 2,480.9      2,484.4
           Other asset-backed securities                980.9        980.5
                                                    ---------    ---------

           Total                                    $24,736.8    $24,770.3
                                                    =========    =========

      The Company engages in securities  lending whereby certain securities from
      its portfolio are loaned to other  institutions for short periods of time.
      Collateral,  primarily cash, 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, 1996 and 1995, the Company had no
      securities out on loan.




                                      F-17
<PAGE>





                       AETNA INSURANCE COMPANY OF AMERICA
    (A wholly owned subsidiary of Aetna Life Insurance and Annuity Company)

                    Notes to Financial Statements (Continued)

2. Investments (Continued)

      At December 31, 1996 and 1995, debt securities carried at $4.7 million and
      $4.4 million,  respectively,  were on deposit as required by various state
      regulatory agencies.

      The Company does not have any  investments in a single issuer,  other than
      obligations of the U.S. government, with a carrying value in excess of 10%
      of the Company's shareholder's equity at December 31, 1996.




                                      F-18
<PAGE>





                       AETNA INSURANCE COMPANY OF AMERICA
    (A wholly owned subsidiary of Aetna Life Insurance and Annuity Company)

                    Notes to Financial Statements (Continued)

3. Financial Instruments

      Estimated Fair Value

      The carrying  values and estimated fair values of the Company's  financial
      instruments at December 31, 1996 and 1995 were as follows:
<TABLE>
<CAPTION>

                                                   1996                      1995
                                          --------------------      -------------------
                                          Carrying       Fair       Carrying      Fair
                                            Value        Value        Value       Value
                                            -----        -----        -----       -----
                                               (thousands)               (thousands)
<S>                                       <C>          <C>          <C>          <C>    
      Liabilities:
      Investment contract liabilities:
           Without a fixed maturity       $64,445.4    $59,401.6    $    --      $    --
</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 future  cash  flows.  Such
      estimates  do not reflect any premium or discount  that could  result from
      offering  for  sale  at  one  time  the  Company's  entire  holdings  of a
      particular  financial  instrument,  nor do they consider the tax impact of
      the  realization of unrealized  gains or losses.  In many cases,  the fair
      value  estimates  cannot be  substantiated  by comparison  to  independent
      markets,  nor can the disclosed value be realized in immediate  settlement
      of the  instrument.  In evaluating  the  Company's  management of interest
      rate,  price  and  liquidity  risks,  the fair  values of all  assets  and
      liabilities should be taken into  consideration,  not only those presented
      above.

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

      Investment  contract  liabilities  (included in policyholders'  funds left
      with the Company) without a fixed maturity:

      Fair value is estimated as the amount payable to the  contractholder  upon
      demand.  However,  the Company has the right under such contracts to delay
      payment of  withdrawals  which may  ultimately  result in paying an amount
      different than that determined to be payable on demand.

      Off-Balance-Sheet and Other Financial Instruments

      The Company did not have  transactions in off-balance sheet instruments in
      1996 or 1995.




                                      F-19
<PAGE>





                       AETNA INSURANCE COMPANY OF AMERICA
    (A wholly owned subsidiary of Aetna Life Insurance and Annuity Company)

                    Notes to Financial Statements (Continued)

4. Net Investment Income

      Sources of net investment income were as follows:

                                            1996        1995        1994
                                            ----        ----        ----
                                                    (thousands)

      Debt securities                     $  547.6    $  457.5    $  414.1
      Cash equivalents                     1,041.6       261.1       205.2
      Other                                   --           2.4        --
                                          --------    --------    --------

      Gross investment income              1,589.2       721.0       619.3
      Less investment expenses                32.3        --          --
                                          --------    --------    --------
      Net investment income               $1,556.9    $  721.0    $  619.3
                                          ========    ========    ========

      Net  investment  income  includes  amounts  allocable to experience  rated
      contractholders  of $855.2  thousand for the year ended December 31, 1996.
      There were no experience rated  contractholders in 1995 and 1994. Interest
      credited to contractholders is included in current and future benefits.

5. Capital Gains and Losses

      Realized  capital gains or losses are the difference  between the carrying
      value and sale proceeds of specific investments sold.

      Net realized  capital gains (losses) on debt  securities,  as reflected in
      the  Statements of Income for the years ended  December 31, 1996 and 1995,
      were $(11.2) thousand and $8.3 thousand,  respectively. For the year ended
      December 31, 1994 there was no realized capital gains or losses.

      Proceeds  from the sale of  available  for sale  debt  securities  and the
      related gross gains and losses were as follows:

                                            1996        1995        1994
                                            ----        ----        ----
                                                     (thousands)

      Proceeds on sales                   $2,510.0    $3,000.0    $   --
           Gross gains                        12.7         8.3        --
           Gross losses                       23.9        --          --




                                      F-20
<PAGE>





                       AETNA INSURANCE COMPANY OF AMERICA
    (A wholly owned subsidiary of Aetna Life Insurance and Annuity Company)

                    Notes to Financial Statements (Continued)

5. Capital Gains and Losses on Investment Operations (Continued)

      Changes in shareholder's  equity related to changes in unrealized  capital
      gains   (losses),   (excluding   those   related   to   experience   rated
      contractholders in 1996), were as follows:
<TABLE>
<CAPTION>

                                                          1996       1995      1994
                                                          ----       ----      ----
                                                                  (thousands)
<S>                                                      <C>        <C>       <C>     
      Debt securities                                    $(95.5)    $371.8    $(257.5)

      Deferred income taxes (See Note 6)                  (33.4)      82.0      --
                                                         ------     ------    -------

      Net change in unrealized capital gains (losses)    $(62.1)    $289.8    $(257.5)
                                                         ======     ======    =======
</TABLE>


      Net unrealized  capital losses  allocable to experience rated contracts of
      $105.4  thousand at December 31, 1996 are reflected on the Balance  Sheets
      in  policyholders'  funds left with the  Company  and are not  included in
      shareholder's equity.

      Shareholder's  equity  included the  following  unrealized  capital  gains
      (losses),   which  are  net  of  amounts  allocable  to  experience  rated
      contractholders in 1996, at December 31:

                                                   1996       1995       1994
                                                   ----       ----       ----
                                   (thousands)
      Debt securities

           Gross unrealized gains                 $140.0     $237.4    $   4.2
           Gross unrealized losses                  (1.1)      (3.0)    (141.6)
                                                  ------     ------     ------
                                                   138.9      234.4     (137.4)
      Deferred federal income taxes (see Note 6)    48.6       82.0       --
                                                  ------     ------     ------


      Net unrealized capital gains (losses)       $ 90.3     $152.4    $(137.4)
                                                  ======     ======     ======




                                      F-21
<PAGE>





                       AETNA INSURANCE COMPANY OF AMERICA
    (A wholly owned subsidiary of Aetna Life Insurance and Annuity Company)

                    Notes to Financial Statements (Continued)

6. Income Taxes

      The Company is included in the  consolidated  federal income tax return of
      Aetna and combined  Connecticut  state  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 used in the  consolidated
      returns.

      Income taxes for the years ended December 31, consist of:

                                                   1996       1995       1994
                                                   ----       ----       ----
                                   (thousands)
      Current taxes (benefits):
      Income taxes:
           Federal                                $ 98.8     $635.2     $188.1
           State                                   (58.4)     123.4       (2.6)
           Net realized capital gains (losses)      (3.9)       2.9       --
                                                 -------     ------     ------
                                                    36.5      761.5      185.5
                                                 -------     ------     ------
      Deferred tax benefits:
           Federal                                (759.9)    (549.2)      (0.4)
                                                 -------     ------     ------

           Total                                 $(723.4)    $212.3     $185.1
                                                 =======     ======     ======

      Income  taxes were  different  from the amount  computed by  applying  the
      federal  income tax rate to income  before  income taxes for the following
      reasons:
<TABLE>
<CAPTION>

                                                          1996         1995          1994
                                                          ----         ----          ----
                                                                    (thousands)
<S>                                                    <C>           <C>           <C>     
           Income (loss) before income taxes           $(1,419.2)    $  380.2      $  533.7
           Tax rate                                          35%           35%           35%
                                                       --------      --------      --------
           Application of the tax rate                   (496.7)        133.1         186.8

      Tax effect of:
           State income tax, net of federal benefit       (37.9)         80.2          (1.7)
           Excludable dividends                          (182.0)         --            --
           Other, net                                      (6.8)         (1.0)         --
                                                       --------      --------      --------

             Income taxes (benefit)                    $ (723.4)     $  212.3      $  185.1
                                                       ========      ========      ========
</TABLE>




                                      F-22
<PAGE>





                       AETNA INSURANCE COMPANY OF AMERICA
    (A wholly owned subsidiary of Aetna Life Insurance and Annuity Company)

                    Notes to Financial Statements (Continued)

6. Income Taxes (Continued)

      The tax effects of  temporary  differences  that give rise to deferred tax
      assets and deferred tax liabilities at December 31 are presented below:

                                                            1996        1995
                                                            ----        ----
                                                              (thousands)

      Deferred tax assets:
           Insurance reserves                             $6,932.6    $1,054.6
           Postretirement benefits other than pensions        41.7        --
           Pension                                            52.6        --
           Other                                               9.2         0.2
                                                          --------    --------
      Total gross assets                                   7,036.1     1,054.8

      Deferred tax liabilities:
           Deferred policy acquisition costs               5,697.5       496.4
           Net unrealized capital gains                       48.6        82.0
           Other                                               0.3         8.8
                                                          --------    --------
      Total gross liabilities                              5,746.4       587.2
                                                          --------    --------
           Net deferred tax asset                         $1,289.7    $  467.6
                                                          ========    ========

      Net  unrealized  capital gains and losses are  presented in  shareholder's
      equity net of deferred taxes. Valuation allowances are provided when it is
      not  considered  more  likely  than not that  deferred  tax assets will be
      realized.  As of December 31, 1996 and 1995, no valuation  allowances were
      required for unrealized capital gains and losses.

      The Internal Revenue Service ("Service") has completed examinations of the
      consolidated federal income tax returns of Aetna through 1990. Discussions
      are being held with the  Service  with  respect to  proposed  adjustments.
      Management  believes there are adequate  defenses  against,  or sufficient
      reserves to provide for, any such  adjustments.  The Service has commenced
      its examinations for the years 1991 through 1994.




                                      F-23
<PAGE>





                       AETNA INSURANCE COMPANY OF AMERICA
    (A wholly owned subsidiary of Aetna Life Insurance and Annuity Company)

                    Notes to Financial Statements (Continued)

7. Benefit Plans

      The Company utilizes the employees of Aetna and its affiliates  (primarily
      ALIAC). The benefit plan charges allocated to the Company in 1996 and 1995
      were immaterial. There were no charges to the Company in 1994.

      As of December 31, 1996,  Aetna  transferred to the Company  approximately
      $84.0 thousand of accrued liabilities, primarily related to the allocation
      of ALIAC pension and postretirement benefit plans that had been previously
      recorded by Aetna.  The after tax amount of this  transfer  (approximately
      $55.0 thousand) is reported as a reduction in retained earnings.

8. Dividend Restrictions and Shareholder's Equity

      The  amount  of  dividends  that  may be paid to the  shareholder  in 1997
      without  prior  approval  by the  Insurance  Commissioner  of the State of
      Connecticut is $2.1 million.

      The Insurance  Department of the State of Connecticut  (the  "Department")
      recognizes  as net income and  shareholder's  capital  and  surplus  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 (loss) was $(7.9) million,  $378.9 thousand and $348.1 thousand
      for the years  ended  December  31,  1996,  1995 and  1994,  respectively.
      Statutory  capital and surplus was $23.5  million and $12.1  million as of
      December 31, 1996 and 1995, respectively.

      As of  December  31,  1996 the  Company  does not  utilize  any  statutory
      accounting   practices  which  are  not  prescribed  by  state  regulatory
      authorities  that,  individually  or in the aggregate,  materially  affect
      statutory capital and surplus.

9. 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 $4,716.5 thousand (of which $2,728 thousand
      was capitalized as deferred policy  acquisition costs) and $350.0 thousand
      for the years ended December 31, 1996 and 1995,  respectively.  There were
      no charges in 1994.




                                      F-24
<PAGE>





                       AETNA INSURANCE COMPANY OF AMERICA
    (A wholly owned subsidiary of Aetna Life Insurance and Annuity Company)

                    Notes to Financial Statements (continued)

9. Related Party Transactions (Continued)

      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 annual basis, is 1.40% of their average daily net assets. The
      amount of  compensation  and fees  received  from the  separate  accounts,
      included in Charges  Assessed  Against  Policyholders,  amounted to $1,293
      thousand  and $132.7  thousand  for the years ended  December 31, 1996 and
      1995,  respectively.  There were no charges assessed against policyholders
      for the year ended December 31, 1994.

      The Company received a capital  contribution of $20.0 million in cash from
      ALIAC in 1996. The Company  received no capital  contributions in 1995 and
      1994.

      Aeltus Investment Management,  Inc. ("Aeltus"),  a wholly owned subsidiary
      of HOLDCO,  was named the  subadviser of all of the  Company's  affiliated
      mutual funds and general account investments effective August 1, 1996 when
      ALIAC combined its investment management operations into those of Aeltus.

      The Company pays Aeltus a fee which,  on an annual  basis,  is .06% of the
      average daily net assets under management. The amount of such fees for the
      year ended December 31, 1996 amounted to $32.4 thousand.

10. Commitments and Contingent Liabilities

      Commitments

      At December 31, 1996 and 1995 the Company had no commitments or contingent
      liabilities.

      Litigation

      The Company is not currently involved in litigation.



                                      F-25
<PAGE>


                           VARIABLE ANNUITY ACCOUNT I
                           PART C - OTHER INFORMATION

Item 24.      Financial Statements and Exhibits
     (a) Financial Statements:
         (1)      Included in Part A:
                  Condensed Financial Information
         (2)      Included in Part B:
                  Financial Statements of Variable Annuity Account I:
                  -   Statement of Assets and Liabilities as of December 31, 
                      1996
                  -   Statements of Operations and Changes in Net Assets for the
                      years ended December 31, 1996 and December 31, 1995
                  -   Notes to Financial Statements
                  -   Independent Auditors' Report
                  -   Unaudited Statement of Assets and Liabilities as of 
                      September 30, 1997
                  -   Unaudited Statements of Operations for the nine-month 
                      periods ended September 30, 1997 and 1996
                  -   Unaudited Statement of Changes in the Net Assets for the 
                      nine-month period ended September 30, 1997
                  Financial Statements of Depositor:
                  -   Independent Auditors' Report
                  -   Consolidated Statements of Income for the years ended
                      December 31, 1996, 1995 and 1994 
                  -   Consolidated Balance Sheets for the years ended December 
                      31, 1996 and 1995 
                  -   Consolidated Statements of Changes in Shareholder's Equity
                      for the years ended December 31, 1996, 1995 and 1994
                  -   Consolidated Statements of Cash Flows for the years ended
                      December 31, 1996, 1995 and 1994 
                  -   Notes to Consolidated Financial Statements 
                  -   Unaudited Consolidated Balance Sheets as of September 30, 
                      1997 
                  -   Unaudited Consolidated Statements of Income for the three-
                      and nine-month periods ended September 30, 1997 and 1996
                  -   Unaudited Consolidated Statements of Changes in
                      Shareholder's Equity for the nine-month periods ended
                      September 30, 1997 and 1996
                  -   Unaudited Consolidated Statements of Cash Flows for the 
                      nine-month periods ended September 30, 1997 and 1996
                  -   Condensed Notes to Consolidated Financial Statements

     (b) Exhibits
         (1)      Resolution of the Board of Directors of Aetna Insurance 
                  Company of America establishing Variable Annuity Account I(1)
         (2)      Not Applicable
         (3.1)    Selling Agreement(1)


<PAGE>

         (3.2)    Principal Underwriting Agreement(2)
         (3.3)    First Amendment dated April 22, 1996 to Principal Underwriting
                  Agreement(2)
         (4.1)    Variable Annuity Contract G-MP2(5/97)(3)
         (4.2)    Variable Annuity Contract Certificate MP2CERT(5/97)(3)
         (4.3)    Variable Annuity Contract IMP2(5/97)(3)
         (4.4)    Variable Annuity Contract (G2-CDA-94(IR))(1)
         (4.5)    Variable Annuity Contract (G2-CDA-94(NQ))(1)
         (4.6)    Variable Annuity Contract (G-MP2(5/96))(4)
         (4.7)    Certificate of Group Annuity Coverage (MP2CERT(5/96))(4)
         (4.8)    Endorsement (MP2END(9/97)) to Contract G-MP2(5/96) and 
                  Certificate MP2CERT(5/96)(3)
         (4.9)    Endorsement (IMP2END(9/97)) to Contract G-MP2(5/96) and 
                  Certificate MP2CERT(5/96)(3)
         (5)      Variable Annuity Contract Application(1)
         (6)      Certificate of Incorporation of Aetna Insurance Company of 
                  America(1)
         (7)      Not Applicable
         (8.1)    Fund Participation Agreement among Aetna Insurance Company of 
                  America, Alger American Fund and Fred Alger Management, Inc. 
                  dated August 30, 1995(5)
         (8.2)    Fund Participation Agreement among Calvert Responsibly 
                  Invested Balanced Portfolio, Calvert Asset Management Company,
                  Inc. and Aetna Insurance Company of America dated 
                  December 1, 1997
         (8.3)    Service Agreement between Calvert Asset Management Company, 
                  Inc. and Aetna Insurance Company of America dated 
                  December 1, 1997
         (8.4)    Fund Participation Agreement by and among Insurance Management
                  Series, Federated Advisers and Aetna Insurance Company of 
                  America dated July 1, 1994(6)
         (8.5)    Fund Participation Agreement among Aetna Insurance Company of
                  America, Variable Insurance Products Fund and Fidelity 
                  Distributors Corporation dated October 20, 1995(5)
         (8.6)    Fund Participation Agreement among Aetna Insurance Company of 
                  America, Variable Insurance Products Fund II and Fidelity 
                  Distributors Corporation dated October 20, 1995(5)
         (8.7)    Fund Participation Agreement between Aetna Insurance Company 
                  of America and Janus Aspen Series dated October 3, 1995(5)
         (8.8)    Fund Participation Agreement among Aetna Insurance Company of 
                  America and Lexington Natural Resources Trust and Lexington 
                  Management Corporation dated September 1, 1995(5)
         (8.9)    Fund Participation Agreement among Aetna Insurance Company of 
                  America, Lexington Emerging Markets Fund, Inc. and Lexington 
                  Management Corporation dated September 1, 1995(5)


<PAGE>

         (8.10)   Fund Participation Agreement among MFS Variable Insurance 
                  Trust, Aetna Insurance Company of America and Massachusetts 
                  Financial Services Company dated April 30, 1996(5)
         (8.11)   First Amendment dated September 3, 1996 to Fund Participation
                  Agreement among MFS Variable Insurance Trust, Aetna Insurance
                  Company of America and Massachusetts Financial Services
                  Company dated April 30, 1996(7)
         (8.12)   Fund Participation Agreement between Aetna Insurance Company 
                  of America, Oppenheimer Variable Account Funds and Oppenheimer
                  Fund, Inc. dated April 1, 1997(4)
         (8.13)   Service Agreement between Aetna Insurance Company of America 
                  and Oppenheimer Funds, Inc. dated April 1, 1997(4)
         (8.14)   Fund Participation Agreement among Aetna Insurance Company of 
                  America, TCI Portfolios, Inc. and Investors Research 
                  Corporation dated October 9, 1995(5)
         (8.15)   Administrative Service Agreement between Aetna Insurance 
                  Company of America and Agency, Inc.(5)
         (9)      Opinion and Consent of Counsel
         (10)     Consent of Independent Auditors
         (11)     Not applicable
         (12)     Not applicable
         (13)     Schedule for Computation of Performance Data(1)
         (14)     Not applicable
         (15.1)   Powers of Attorney
         (15.2)   Certificate of Resolution Authorizing Signatures(1)

1.   Incorporated by reference to Registration Statement on Form N-4 (File No.
     33-59749), as filed electronically on June 1, 1995 (Accession No.
     0000950109-95-002138).

2.   Incorporated by reference to Registration Statement on Form S-2 (File No.
     333-22723), as filed electronically on March 4, 1997 (Accession No.
     0000950146-97-000292).

3.   Incorporated by reference to Post-Effective Amendment No. 6 to Registration
     Statement on Form N-4 (File No. 33-59749), as filed electronically on
     November 26, 1997 (Accession No. 0000950146-97-001811).

4.   Incorporated by reference to Post-Effective Amendment No. 4 to Registration
     Statement on Form N-4 (File No. 33-59749), as filed electronically on April
     16, 1997 (Accession No. 0000950416-97-000620).

5.   Incorporated by reference to Post-Effective Amendment No. 1 to Registration
     Statement on Form N-4 (File No. 33-59749), as filed electronically on April
     22, 1996 (Accession No. 0000912057-96-006719).

6.   Incorporated by reference to Post-Effective Amendment No. 5 to Registration
     Statement on Form N-4 (File No. 33-59749), as filed electronically on July
     29, 1997 (Accession No. 0000950146-97-001105).


<PAGE>

7.   Incorporated by reference to Post-Effective Amendment No. 3 to Registration
     Statement on Form N-4 (File No. 33-59749), as filed electronically on
     September 16, 1996 (Accession No. 0000912057-96-020392).


<PAGE>



Item 25.      Directors and Officers of the Depositor

Name and Principal
Business Address*                      Positions and Offices with Depositor

Thomas J. McInerney                    Director and President

Deborah Koltenuk                       Director, Vice President and Treasurer, 
                                       Corporate Controller

David W. O'Leary                       Director and Vice President

Shaun P. Mathews                       Director and Senior Vice President

Maria F. McKeon                        Corporate Secretary and Counsel

Alastair G. Longley-Cook               Vice President and Corporate Actuary

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

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

     Incorporated herein by reference to Item 26 of Post-Effective Amendment No.
16 to the Registration Statement on Form N-4 (File No. 33-75964), as filed
electronically on February 9, 1998 (Accession No. 0000950146-98-00179).

Item 27.      Number of Contract Owners

     As of December 31, 1997, there were 13,426 individuals holding interests in
variable annuity contracts funded through Variable Annuity Account I.

Item 28.      Indemnification

Reference is hereby made to Section 33-771(f) of the Connecticut General
Statutes ("C.G.S.") regarding indemnification of directors and Section 33-776(4)
regarding indemnification of officers, employees and agents of Connecticut
corporations. These statutes provide in general that Connecticut corporations
incorporated prior to January 1, 1997 shall indemnify their officers, directors,
employees and agents against "liability" (defined as the obligation to pay a
judgment, settlement, penalty, fine, excise tax in the case of an employee
benefit plan or reasonable expenses incurred with respect to a proceeding). In
the case of a proceeding by or in the right of the corporation, indemnification
is limited to reasonable expenses incurred in connection with the proceeding
against the corporation to which the individual was named a party. The
corporation's obligation to provide such indemnification does not apply unless
(1) the individual has met the standard of conduct set forth in Section 33-771;
and (2) a determination is made (by 


<PAGE>

majority vote of a quorum of the board of directors who were not parties to the
proceeding, or if a quorum cannot be obtained, by a committee of the board
selected as described in Section 33-775(b)(2); by special legal counsel selected
by the board of directors or members thereof as described in Section
33-775(b)(3); by shareholders) that the individual met the standard set forth in
Section 33-771; or (3) the court, upon application by the individual, determines
in view of all the circumstances that such person is reasonably entitled to be
indemnified. Also, unless limited by its Certificate of Incorporation, a
corporation must indemnify an individual who was wholly successful on the merits
or otherwise against reasonable expenses incurred by him in connection with a
proceeding to which he was a party because of his relationship as director,
officer, employee or agent of the corporation.

The statute does specifically authorize a corporation to procure indemnification
insurance on behalf of an individual who is or was a director, officer, employer
or agent of the corporation. Consistent with the statute, Aetna Inc. has
procured insurance from Lloyd's of London and several major United States excess
insurers for its directors and officers and the directors and officers of its
subsidiaries, including the Depositor.

Item 29.      Principal Underwriters

     (a) In addition to serving as the principal underwriter for the Registrant,
         Aetna Life Insurance and Annuity Company (Aetna) also acts as the
         investment adviser, only, for Aetna Series Fund, Inc. and the principal
         underwriter and investment adviser for Portfolio Partners, Inc., Aetna
         Variable Encore Fund, Aetna Variable Fund, Aetna Generation Portfolios,
         Inc., Aetna Income Shares, Aetna Investment Advisers Fund, Inc., Aetna
         GET Fund and Aetna Variable Portfolios, Inc. (all management investment
         companies registered under the Investment Company Act of 1940 (1940
         Act)). Additionally, Aetna also acts as the principal underwriter and
         depositor for Variable Life Account B of Aetna, Variable Annuity
         Account B of Aetna, Variable Annuity Account C of Aetna and Variable
         Annuity Account G of Aetna (separate accounts of Aetna registered as
         unit investment trusts under the 1940 Act).

     (b) Directors and Officers of the Underwriter

Name and Principal
Business Address*                 Positions and Offices with Underwriter

Thomas J. McInerney               Director and President

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

J. Scott Fox                      Director and Senior Vice President

John Y. Kim                       Director and Senior Vice President

Shaun P. Mathews                  Director and Senior Vice President


<PAGE>

Name and Principal
Business Address*                 Positions and Offices with Underwriter

Thomas P. Waldron                 Director

Deborah Koltenuk                  Vice President and Treasurer, Corporate 
                                  Controller

Frederick D. Kelsven              Vice President and Chief Compliance Officer

Kirk P. Wickman                   Vice President, General Counsel and Corporate
                                  Secretary

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

     (c) Not applicable

Item 30.      Location of Accounts and Records

     All accounts, books and other documents required to be maintained by
Section 31(a) of the 1940 Act and the rules under it relating to the securities
described in and issued under this Registration Statement are located at the
home office of the Depositor as follows:

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

Item 31.      Management Services

     Not applicable

Item 32.      Undertakings

     Registrant hereby undertakes:

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

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


<PAGE>

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

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

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

     (f) Aetna Insurance Company of America represents that the fees and charges
         deducted under the contracts covered by this registration statement, in
         the aggregate, are reasonable in relation to the services rendered, the
         expenses expected to be incurred, and the risks assumed by the
         insurance company.



<PAGE>


                                   SIGNATURES

       As required by the Securities Act of 1933 and the Investment Company Act
of 1940, the Registrant, Variable Annuity Account I of Aetna Insurance Company
of America, certifies that it meets the requirements of Securities Act Rule
485(b) for effectiveness of this Post-Effective Amendment to its Registration
Statement on Form N-4 (File No. 33-59749) and has duly caused this
Post-Effective Amendment to be signed on its behalf in the City of Hartford, and
State of Connecticut, on the 13th day of February, 1998.

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

                            By:  AETNA INSURANCE COMPANY OF AMERICA
                                 (Depositor)

                            By    Thomas J. McInerney*
                                  ---------------------------------------------
                                  Thomas J. McInerney
                                  President

       As required by the Securities Act of 1933, this Post-Effective Amendment
No. 7 to the Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signature                             Title                                                             Date
<S>                                   <C>                                                            <C>
Thomas J. McInerney*                  Director and President                                         )
- ------------------------------------  (principal executive officer)                                  )
Thomas J. McInerney                                                                                  )
                                                                                                     )
Deborah Koltenuk*                     Director, Vice President and Treasurer,                        )
- ------------------------------------  Corporate Controller                                           ) 
Deborah Koltenuk                      (principal accounting and financial officer)                   )   February
                                                                                                     )   13, 1998
                                                                                                     )
Shaun P. Mathews*                     Director                                                       )
- ------------------------------------                                                                 )
Shaun P. Mathews                                                                                     )
                                                                                                     )
David W. O'Leary*                     Director                                                       )
- ------------------------------------                                                                 )
David W. O'Leary                                                                                     )
</TABLE>


By:       /s/ Julie E. Rockmore
          -----------------------------------------------------------
          Julie E. Rockmore
          *Attorney-in-Fact


<PAGE>


                                            VARIABLE ANNUITY ACCOUNT I
                                                   EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit No.            Exhibit                                                                        Page
<S>                    <C>                                                                            <C>
99-B.1                 Resolution of the Board of Directors of Aetna Insurance Company of America
                       establishing Variable Annuity Account I                                               *

99-B.3.1               Selling Agreement                                                                     *

99-B.3.2               Principal Underwriting Agreement                                                      *

99-B.3.3               First Amendment dated April 22, 1996 to Principal Underwriting Agreement              *

99-B.4.1               Variable Annuity Contract G-MP2(5/97)                                                 *

99-B.4.2               Variable Annuity Contract Certificate MP2CERT(5/97)                                   *

99-B.4.3               Variable Annuity Contract IMP2(5/97)                                                  *

99-B.4.4               Variable Annuity Contract (G2-CDA-94(IR))                                             *

99-B.4.5               Variable Annuity Contract (G2-CDA-94(NQ))                                             *

99-B.4.6               Variable Annuity Contract (G-MP2(5/96))                                               *

99-B.4.7               Certificate of Group Annuity Coverage (MP2CERT(5/96))                                 *

99-B.4.8               Endorsement (MP2END(9/97)) to Contract G-MP2(5/96) and Certificate                    *
                       MP2CERT(5/96)

99-B.4.9               Endorsement (IMP2END(9/97)) to Contract G-MP2(5/96) and Certificate                   *
                       MP2CERT(5/96)

99-B.5                 Variable Annuity Contract Application                                                 *

99-B.6                 Certificate of Incorporation of Aetna Insurance Company of America                    *

99-B.8.1               Fund Participation Agreement among Aetna Insurance Company of America, Alger          *
                       American Fund and Fred Alger Management, Inc. dated August 30, 1995



<PAGE>



Exhibit No.            Exhibit                                                                        Page

99-B.8.2               Fund Participation Agreement among Calvert Responsibly Invested Balanced
                       Portfolio, Calvert Asset Management Company, Inc. and Aetna Insurance
                       Company of America dated December 1, 1997
                                                                                                      -----------------

99-B.8.3               Service Agreement between Calvert Asset Management Company, Inc. and Aetna
                       Insurance Company of America dated December 1, 1997
                                                                                                      -----------------

99-B.8.4               Fund Participation Agreement by and among Insurance Management Series,                *
                       Federated Advisers and Aetna Insurance Company of America dated July 1, 1994

99-B.8.5               Fund Participation Agreement among Aetna Insurance Company of America,                *
                       Variable Insurance Products Fund and Fidelity Distributors Corporation dated
                       October 20, 1995

99-B.8.6               Fund Participation Agreement among Aetna Insurance Company of America,                *
                       Variable Insurance Products Fund II and Fidelity Distributors Corporation
                       dated October 20, 1995

99-B.8.7               Fund Participation Agreement between Aetna Insurance Company of America and           *
                       Janus Aspen Series dated October 3, 1995

99-B.8.8               Fund Participation Agreement among MFS Variable Insurance Trust, Aetna                *
                       Insurance Company of America and Massachusetts Financial Services Company
                       dated April 30, 1996

99-B.8.9               Fund Participation Agreement among Aetna Insurance Company of America and             *
                       Lexington Natural Resources Trust and Lexington Management Corporation dated
                       September 1, 1995

99-B.8.10              Fund Participation Agreement among Aetna Insurance Company of America,                *
                       Lexington Emerging Markets Fund, Inc. and Lexington Management Corporation
                       dated September 1, 1995

99-B.8.11              First Amendment dated September 3, 1996 to Fund Participation Agreement               *
                       among MFS Variable Insurance Trust, Aetna Insurance Company of America and
                       Massachusetts Financial Services Company dated April 30, 1996


<PAGE>



Exhibit No.            Exhibit                                                                        Page

99-B.8.12              Fund Participation Agreement between Aetna Insurance Company of America,              *
                       Oppenheimer Variable Account Funds and Oppenheimer Fund, Inc. dated April 1,
                       1997

99-B.8.13              Service Agreement between Aetna Insurance Company of America and Oppenheimer          *
                       Funds, Inc. dated April 1, 1997

99-B.8.14              Fund Participation Agreement among Aetna Insurance Company of America, TCI            *
                       Portfolios, Inc. and Investors Research Corporation dated October 9, 1995

99-B.8.15              Administrative Service Agreement between Aetna Insurance Company of America           *
                       and Agency, Inc.

99-B.9                 Opinion and Consent of Counsel
                                                                                                      -----------------

99-B.10                Consent of Independent Auditors
                                                                                                      -----------------

99-B.13                Schedule for Computation of Performance Data                                          *

99-B.15.1              Powers of Attorney
                                                                                                      -----------------

99-B.15.2              Certificate of Resolution Authorizing Signatures                                      *
</TABLE>



*Incorporated by reference



                          FUND PARTICIPATION AGREEMENT
                                      among
                 CALVERT RESPONSIBLY INVESTED BALANCED PORTFOLIO
                                       and
                     CALVERT ASSET MANAGEMENT COMPANY, INC.
                                       and
                       AETNA INSURANCE COMPANY OF AMERICA


       Aetna Insurance Company of America (the "Company"), CALVERT RESPONSIBLY
INVESTED BALANCED PORTFOLIO (the "Fund") and CALVERT ASSET MANAGEMENT COMPANY,
INC. (the "Adviser") hereby agree to an arrangement whereby the Fund shall be
made available to serve as underlying investment media for Variable Annuity or
Variable Life Contracts ("Contracts") to be issued by the Company.

1.   Establishment of Accounts; Availability of Fund.

     (a)  The Company represents that it has established Variable Annuity
          Accounts I and II and may establish such other accounts as may be set
          forth in Schedule A attached hereto and as may be amended from time to
          time with the mutual consent of the parties hereto (the "Accounts"),
          each of which is a separate account under Connecticut Insurance law,
          and has registered or will register each of the Accounts (except for
          such Accounts for which no such registration is required) as a unit
          investment trust under the Investment Company Act of 1940 (the "1940
          Act"), to serve as an investment vehicle for the Contracts. Each
          Contract provides for the allocation of net amounts received by the
          Company to an Account for investment in the shares of one or more
          specified open-end management investment companies available through
          that Account as underlying investment media. Selection of a particular
          investment management company and changes therein from time to time
          are made by the participant, beneficiary or Contract owner, as
          applicable under a particular Contract.

     (b)  The Adviser represents and warrants that the investments of the series
          of the Fund (each designated a "Portfolio") specified in Schedule B
          attached hereto (as may be amended from time to time with the mutual
          consent of the parties hereto) will at all times be adequately
          diversified within the meaning of Section 817(h) of the Internal
          Revenue Code of 1986, as amended (the "Code"), and the Regulations
          thereunder, and that at all times while this Agreement is in effect,
          all beneficial interests will be owned by one or more insurance
          companies or by any other party permitted under Section 1.817-5(f)(3)
          of the Regulations promulgated under the Code or by the successor
          thereto, or by any other party permitted under a Revenue Ruling or
          private letter ruling granted by the Internal Revenue Service.


<PAGE>



2.   Pricing Information; Orders; Settlement.

     (a)  The Fund will make Fund shares available to be purchased by the
          Company, and will accept redemption orders from the Company, on behalf
          of each Account at the net asset value applicable to each order on
          those days on which the Fund calculates its net asset value (a
          "Business Day"). Fund shares shall be purchased and redeemed in such
          quantity and at such time determined by the Company to be necessary to
          meet the requirements of those Contracts for which the Fund serve as
          underlying investment media, provided, however, that the Board of
          Directors of the Fund (hereinafter the "Directors") may upon
          reasonable notice to the Company, refuse to sell shares of any
          Portfolio to any person, or suspend or terminate the offering of
          shares of any Portfolio if such action is required by law or by
          regulatory authorities having jurisdiction or is, in the sole
          discretion of the Directors, acting in good faith and in the best
          interests of the shareholders of any Portfolio and is acting in
          compliance with their fiduciary obligations under federal and/or any
          applicable state laws.

     (b)  The Fund will provide to the Company closing net asset value, dividend
          and capital gain information at the close of trading each day that the
          New York Stock Exchange (the "Exchange") is open (each such day a
          "Business Day"), and in no event later than 7:00 p.m. Eastern Standard
          Time on such Business Day. The Company will send via facsimile or
          electronic transmission to the Fund or its specified agent orders to
          purchase and/or redeem Fund shares by 10:00 a.m. Eastern Standard Time
          the following business day. Payment for net purchases will be wired by
          the Company to an account designated by the Fund to coincide with the
          order for shares of the Fund.

     (c)  The Fund hereby appoints the Company as its agent for the limited
          purpose of accepting purchase and redemption orders for Fund shares
          relating to the Contracts from Contract owners or participants. Orders
          from Contract owners, participants or beneficiaries received from any
          distributor of the Contracts (including affiliates of the Company) by
          the Company, acting as agent for the Fund, prior to the close of the
          Exchange on any given business day will be executed by the Fund at the
          net asset value determined as of the close of the Exchange on such
          Business Day, provided that the Fund receives written (or facsimile)
          notice of such order by 10 a.m. Eastern Standard Time on the next
          following Business Day. Any orders received by the Company acting as
          agent on such day but after the close of the Exchange will be executed
          by the Fund at the net asset value determined as of the close of the
          Exchange on the next business day following the day of receipt of such
          order, provided that the Fund receives written (or facsimile) notice
          of such order by 10 a.m. Eastern Standard Time within two days
          following the day of receipt of such order.

     (d)  Payments for net redemptions of shares of the Fund will be wired by
          the Fund to an account designated by the Company. Payments for net
          purchases of the Fund will be wired by the Company to an account
          designated by the Fund on 


                                       2

<PAGE>

          the same Business Day the Company places an order to purchase Fund 
          shares. Payments shall be in federal funds transmitted by wire.

     (e)  Each party has the right to rely on information or confirmations
          provided by the other party (or by any affiliate of the other party),
          and shall not be liable in the event that an error is a result of any
          misinformation supplied by the other party.

     (f)  The Company agrees to purchase and redeem the shares of the Portfolios
          named in Schedule B offered by the then current prospectus and
          statement of additional information of the Fund in accordance with the
          provisions of such prospectus and statement of additional information.
          The Company shall not permit any person other than a Contract owner,
          participant or beneficiary to give instructions to the Company which
          would require the Company to redeem or exchange shares of the Fund.
          This provision shall not be construed to prohibit the Company from
          substituting shares of another fund, as permitted by law.

3.   Expenses.

     (a)  Except as otherwise provided in this Agreement, all expenses incident
          to the performance by the Fund under this Agreement shall be paid by
          the Fund or the Adviser, including the cost of registration of Fund
          shares with the Securities and Exchange Commission (the "SEC") and in
          states where required. The Fund and Adviser shall pay no fee or other
          compensation to the Company under this Agreement, and the Company
          shall pay no fee or other compensation to the Fund or Adviser, except
          as provided herein and in Schedule C attached hereto and made a part
          of this Agreement as may be amended from time to time with the mutual
          consent of the parties hereto. All expenses incident to performance by
          each party of its respective duties under this Agreement shall be paid
          by that party, unless otherwise specified in this Agreement.

     (b)  The Fund or the Adviser shall provide to the Company Post Script files
          of periodic fund reports to shareholders and other materials that are
          required by law to be sent to Contract owners. In addition, the Fund
          or the Adviser shall provide the Company with a sufficient quantity of
          its prospectuses, statements of additional information and any
          supplements to any of these materials, to be used in connection with
          the offerings and transactions contemplated by this Agreement. In
          addition, the Fund shall provide the Company with a sufficient
          quantity of its proxy material that is required to be sent to Contract
          owners. The Adviser shall be permitted to review and approve the
          typeset form of such material prior to such printing provided such
          material has been provided by the Adviser to the Company within a
          reasonable period of time prior to typesetting.

     (c)  In lieu of the Fund's or Adviser's providing printed copies of
          prospectuses, statements of additional information and any supplements
          to any of these 


                                       3

<PAGE>

          materials, the Company shall have the right to request that the Fund
          transmit a copy of such materials in an electronic format (Post Script
          files), which the Company may use to have such materials printed
          together with similar materials of other Account funding media that
          the Company or any distributor will distribute to existing or
          prospective Contract owners, participants or beneficiaries.

4.   Representations.

     The Company agrees that it and its agents shall not, without the written
consent of the Fund or the Adviser, make representations concerning the Fund, or
its shares except those contained in the then current prospectuses and in
current printed sales literature approved by or deemed approved by the Fund or
the Adviser.

5.   Termination.

     This Agreement shall terminate as to the sale and issuance of new
Contracts:

     (a)  at the option of either the Company, the Adviser or the Fund, upon
          sixty days advance written notice to the other parties;

     (b)  at the option of the Company, upon one week advance written notice to
          the Adviser and the Fund, if Fund shares are not available for any
          reason to meet the requirement of Contracts as determined by the
          Company. Reasonable advance notice of election to terminate shall be
          furnished by Company;

     (c)  at the option of either the Company, the Adviser or the Fund,
          immediately upon institution of formal proceedings against the
          broker-dealer or broker-dealers marketing the Contracts, the Account,
          the Company, the Fund or the Adviser by the National Association of
          Securities Dealers, Inc. (the "NASD"), the SEC or any other regulatory
          body;

     (d)  upon the determination of the Accounts to substitute for the Fund's
          shares the shares of another investment company in accordance with the
          terms of the applicable Contracts. The Company will give 60 days
          written notice to the Fund and the Adviser of any decision to replace
          the Fund's' shares;

     (e)  upon assignment of this Agreement, unless made with the written
          consent of all other parties hereto;

     (f)  if Fund shares are not registered, issued or sold in conformance with
          Federal law or such law precludes the use of Fund shares as an
          underlying investment medium for Contracts issued or to be issued by
          the Company. Prompt notice shall be given by the appropriate party
          should such situation occur.


                                       4
<PAGE>



6.   Continuation of Agreement.

     Termination as the result of any cause listed in Section 5 shall not
affect the Fund's obligation to furnish its shares to Contracts then in force
for which its shares serve or may serve as the underlying medium unless such
further sale of Fund shares is prohibited by law or the SEC or other regulatory
body, or is determined by the Directors to be necessary to remedy or eliminate
an irreconcilable conflict pursuant to Section 10 hereof.

7.   Advertising Materials; Filed Documents.

     (a)  Advertising and sales literature with respect to the Fund prepared by
          the Company or its agents for use in marketing its Contracts will be
          submitted to the Fund or its designee for review before such material
          is submitted to any regulatory body for review. No such material shall
          be used if the Fund or its designee reasonably object to such use in
          writing, transmitted by facsimile within two business days after
          receipt of such material.

     (b)  At the Company's request, the Fund will provide additional copies of
          its financials as soon as available to the Company and at least one
          complete copy of all registration statements, prospectuses, statements
          of additional information, annual and semi-annual reports, proxy
          statements and/or all amendments or supplements to any of the above
          that relate to the Fund promptly after the filing of such document
          with the SEC or other regulatory authorities. At the Adviser's
          request, the Company will provide to the Adviser at least one complete
          copy of all registration statements, prospectuses, statements of
          additional information, annual and semi-annual reports, proxy
          statements, and all amendments or supplements to any of the above that
          relate to the Account promptly after the filing of such document with
          the SEC or other regulatory authority.

     (c)  The Fund or the Adviser will provide via Excel spreadsheet diskette
          format or in electronic transmission to the Company at least quarterly
          portfolio information necessary to update Fund profiles within seven
          business days following the end of each quarter.

     (d)  The Adviser will reimburse the Company for any incorrect information
          provided to the Company under this Section as provided for in Schedule
          C.

8.   Proxy Voting.

     (a)  The Company shall provide pass-through voting privileges on Fund
          shares held by registered separate accounts to all Contract owners and
          participants to the extent the SEC continues to interpret the 1940 Act
          as requiring such privileges. The Company shall provide pass-through
          voting privileges on Fund shares held by unregistered separate
          accounts to all Contract owners.


                                       5

<PAGE>


     (b)  The Company will distribute to Contract owners, participants and
          beneficiaries, as appropriate, all proxy material furnished by the
          Fund and will vote Fund shares in accordance with instructions
          received from such Contract owners, participants and beneficiaries. If
          and to the extent required by law, the Company, with respect to each
          group Contract and in each Account, shall vote Fund shares for which
          no instructions have been received in the same proportion as shares
          for which such instructions have been received. The Company and its
          agents shall not oppose or interfere with the solicitation of proxies
          for Fund shares held for such Contract owners, participants and
          beneficiaries.

9.   Indemnification.

     (a)  The Company agrees to indemnify and hold harmless the Adviser, and its
          directors, officers, employees, agents and each person, if any, who
          controls the Fund or its Adviser within the meaning of the Securities
          Act of 1933 (the "1933 Act") against any losses, claims, damages or
          liabilities to which the Fund or any such director, officer, employee,
          agent, or controlling person may become subject, under the 1933 Act or
          otherwise, insofar as such losses, claims, damages, or liabilities (or
          actions in respect thereof) arise out of or are based upon any untrue
          statement or alleged untrue statement of any material fact contained
          in the Registration Statement, prospectus or sales literature of the
          Company or arise out of or are based upon the omission or the alleged
          omission to state therein a material fact required to be stated
          therein or necessary to make the statements therein not misleading, or
          arise out of or as a result of conduct, statements or representations
          (other than statements or representations contained in the
          prospectuses or sales literature of the Fund) of the Company or its
          agents, with respect to the sale and distribution of Contracts for
          which Fund shares are the underlying investment. The Company will
          reimburse any legal or other expenses reasonably incurred by the Fund
          or any such director, officer, employee, agent, investment adviser, or
          controlling person in connection with investigating or defending any
          such loss, claim, damage, liability or action; provided, however, that
          the Company will not be liable in any such case to the extent that any
          such loss, claim, damage or liability arises out of or is based upon
          (i) an untrue statement or omission or alleged omission made in such
          Registration Statement or prospectus in conformity with written
          materials furnished to the Company by the Fund specifically for use
          therein or (ii) the willful misfeasance, bad faith, or gross
          negligence by the Fund or Adviser in the performance of its duties or
          the Fund's or Adviser's reckless disregard of obligations or duties
          under this Agreement or to the Company, whichever is applicable. This
          indemnity agreement will be in addition to any liability which Company
          may otherwise have.

     (b)  The Adviser agree to indemnify and hold harmless the Company and its
          directors, officers, employees, agents and each person, if any, who
          controls the Company within the meaning of the 1933 Act against any
          losses, claims, damages or liabilities to which the Company or any
          such director, officer, 


                                       6

<PAGE>


          employee, agent or controlling person may become subject, under the
          1933 Act or otherwise, insofar as such losses, claims, damages or
          liabilities (or actions in respect thereof) arise out of or are based
          upon any untrue statement or alleged untrue statement of any material
          fact contained in the Registration Statement, prospectuses or sales
          literature of the Fund or arise out of or are based upon the omission
          or the alleged omission to state therein a material fact required to
          be stated therein or material fact required to be stated therein or
          necessary to make the statements therein not misleading. The Adviser
          will reimburse any legal or other expenses reasonably incurred by the
          Company or any such director, officer, employee, agent, or controlling
          person in connection with investigating or defending any such loss,
          claim, damage, liability or action; provided, however, that the
          Adviser will not be liable in any such case to the extent that any
          such loss, claim, damage or liability arises out of or is based upon
          an untrue statement or omission or alleged omission made in such
          Registration Statement or prospectuses which are in conformity with
          written materials furnished to the Adviser by the Company specifically
          for use therein.

     (c)  Promptly after receipt by an indemnified party hereunder of notice of
          the commencement of action, such indemnified party will, if a claim in
          respect thereof is to be made against the indemnifying party
          hereunder, notify the indemnifying party of the commencement thereof;
          but the omission so to notify the indemnifying party will not relieve
          it from any liability which it may have to any indemnified party
          otherwise than under this Section 9. In case any such action is
          brought against any indemnified party, and it notifies the
          indemnifying party of the commencement thereof, the indemnifying party
          will be entitled to participate therein and, to the extent that it may
          wish to, assume the defense thereof, with counsel satisfactory to such
          indemnified party, and after notice from the indemnifying party to
          such indemnified party of its election to assume the defense thereof,
          the indemnifying party will not be liable to such indemnified party
          under this Section 9 for any legal or other expenses subsequently
          incurred by such indemnified party in connection with the defense
          thereof other than reasonable costs of investigation.

10.  Potential Conflicts.

     (a)  The Company has received a copy of an application for exemptive
          relief, as amended, filed by the Fund on and with the SEC and the
          order issued by the SEC dated 11/21/88 (File No. 812-7095) in response
          thereto (the "Shared Funding Exemptive Order"). The Company has
          reviewed the conditions to the requested relief set forth in such
          application for exemptive relief. As set forth in such application,
          the Directors will monitor the Fund for the existence of any material
          irreconcilable conflict between the interests of the contractholders
          of all separate accounts ("Participating Companies") investing in the
          Fund. An irreconcilable material conflict may arise for a variety of
          reasons, including: (i) an action by any state insurance regulatory
          authority; (ii) a change in applicable federal or state insurance,
          tax, or securities laws or regulations, or a public ruling, private
          letter ruling, no-action or interpretative 


                                       7

<PAGE>


          letter, or any similar actions by insurance, tax or securities
          regulatory authorities; (iii) an administrative or judicial decision
          in any relevant proceeding; (iv) the manner in which the investments
          of any portfolio are being managed; (v) a difference in voting
          instructions given by variable annuity contractholders and variable
          life insurance contractholders; or (vi) a decision by an insurer to
          disregard the voting instructions of contractholders. The Board shall
          promptly inform the Company if it determines that an irreconcilable
          material conflict exists and the implications thereof.

     (b)  The Company will report any potential or existing conflicts of which
          it is aware to the Directors. The Company will assist the Directors in
          carrying out its responsibilities under the Shared Funding Exemptive
          Order by providing the Directors with all information reasonably
          necessary for the Directors to consider any issues raised. This
          includes, but is not limited to, an obligation by the Company to
          inform the Directors whenever contractholder voting instructions are
          disregarded.

     (c)  If a majority of the Directors, or a majority of its disinterested
          Directors, determines that a material irreconcilable conflict exists
          with regard to contractholder investments in a Fund, the Directors
          shall give prompt notice to all Participating Companies. If the
          Directors determines that the Company is responsible for causing or
          creating said conflict, the Company shall at its sole cost and
          expense, and to the extent reasonably practicable (as determined by a
          majority of the disinterested Directors), take such action as is
          necessary to remedy or eliminate the irreconcilable material conflict.
          Such necessary action may include but shall not be limited to:

          (i)  withdrawing the assets allocable to the Account from the Fund and
               reinvesting such assets in a different investment medium or
               submitting the question of whether such segregation should be
               implemented to a vote of all affected contractholders and as
               appropriate, segregating the assets of any appropriate group
               (i.e., annuity contract owners, life insurance contract owners,
               or variable contract owners of one or more Participating
               Companies) that votes in favor of such segregation, or offering
               to the affected contractholders the option of making such a
               change; and/or

          (ii) establishing a new registered management investment company or
               managed separate account.

     (d)  If a material irreconcilable conflict arises as a result of a decision
          by the Company to disregard its contractholder voting instructions and
          said decision represents a minority position or would preclude a
          majority vote by all of its contractholders having an interest in the
          Fund, the Company at its sole cost, may be required, at the Directors'
          election, to withdraw an Account's investment in the Fund and
          terminate this Agreement; provided, however, that such withdrawal and
          termination shall be limited to the extent required by the foregoing
          material irreconcilable conflict as determined by a majority of the
          disinterested Directors.


                                       8

<PAGE>


     (e)  For the purpose of this Section 10, a majority of the disinterested
          Directors shall determine whether or not any proposed action
          adequately remedies any irreconcilable material conflict, but in no
          event will the Fund be required to establish a new funding medium for
          any Contract. The Company shall not be required by this Section 10 to
          establish a new funding medium for any Contract if an offer to do so
          has been declined by vote of a majority of the Contract owners,
          participants or beneficiaries materially adversely affected by the
          irreconcilable material conflict.

11.  Miscellaneous.

     (a)  Amendment and Waiver. Neither this Agreement, nor any provision
          hereof, may be amended, waived, discharged or terminated orally, but
          only by an instrument in writing signed by all parties hereto.

     (b)  Notices. All notices and other communications hereunder shall be given
          or made in writing and shall be delivered personally, or sent by
          telex, telecopier or registered or certified mail, postage prepaid,
          return receipt requested or recognized overnight courier service to
          the party or parties to whom they are directed at the following
          addresses, or at such other addresses as may be designated by notice
          from such party to all other parties.

     To the Company:

                    Aetna Insurance Company of America
                    151 Farmington Avenue
                    Hartford, Connecticut  06156
                    Attention:  Julie E. Rockmore, Counsel

     To the Fund:

                    Calvert Group, Ltd.
                    4550 Montgomery Avenue, Suite 1000N
                    Bethesda, Maryland 20814

                    Attn:  Legal Department


     Any notice, demand or other communication given in a manner prescribed in
     this subsection (b) shall be deemed to have been delivered on receipt.

     (c)  Successors and Assigns. This Agreement shall be binding upon and inure
          to the benefit of the parties hereto and their respective permitted
          successors and assigns.


                                       9

<PAGE>


     (d)  Counterparts. This Agreement may be executed in any number of
          counterparts, all of which taken together shall constitute one
          agreement, and any party hereto may execute this Agreement by signing
          any such counterpart.

     (e)  Severability. In case any one or more of the provisions contained in
          this Agreement should be invalid, illegal or unenforceable in any
          respect, the validity, legality and enforceability of the remaining
          provisions contained herein shall not in any way be affected or
          impaired thereby.

     (f)  Entire Agreement. This Agreement constitutes the entire agreement and
          understanding between the parties hereto and supersedes all prior
          agreement and understandings relating to the subject matter hereof.

     (g)  Governing Law. This Agreement shall be governed and interpreted in
          accordance with the laws of the State of Connecticut.

     (h)  It is understood by the parties that this Agreement is not an
          exclusive arrangement in any respect.

     (i)  The terms of this Agreement and the Schedules thereto will be held
          confidential by each party except to the extent that either party or
          its counsel may deem it necessary to disclose such terms.

12.  Limitation on Liability of Trustees, etc.

     This Agreement has been executed on behalf of the Fund by the undersigned
officer of the Fund in his or her capacity as an officer of the Fund and on
behalf of the Advisor by an undersigned officer of the Advisor in his or her
capacity as an officer of the Advisor. Any obligations imposed on the Fund by
this Agreement shall be binding upon the assets and property of the Fund only
and shall not be binding on any Director, officer or shareholder of the Fund
individually.

     IN WITNESS WHEREOF, the undersigned have executed this Agreement by their
duly authorized officers effective as of the 1st day of December, 1997.

     AETNA INSURANCE COMPANY OF AMERICA

     By:      /s/  Shaun P. Mathews
              ------------------------
     Name:    Shaun P. Mathews
     Title:   Vice President
     Date:    12/11/97


                                       10
<PAGE>



- --------------------------------------    ----------------------------------
CALVERT RESPONSIBILITY INVESTED               CALVERT ASSET MANAGEMENT
BALANCED PORTFOLIO                            COMPANY, INC.


By:    /s/  Susan Walker Bender               By:    /s/  Susan Walker Bender
       -------------------------                     --------------------------
Name:  Susan Walker Bender                    Name:  Susan Walker Bender
Title: Assistant Secretary                    Title: Assistant General Counsel
Date:  December 11, 1997                      Date:  December 11, 1997


                                       11
<PAGE>


                                   Schedule A


              (For any future separate accounts - See Section 1(a)


                                       12
<PAGE>


                                   Schedule B




                 Calvert Responsibly Invested Balanced Portfolio


                                       13



                                SERVICE AGREEMENT
                                      WITH
                     CALVERT ASSET MANAGEMENT COMPANY, INC.


     AGREEMENT, effective as of December 1, 1997, between Calvert Asset
Management Company, Inc. (the "Adviser"), a Delaware corporation, and Aetna
Insurance Company of America (the "Company"), a Connecticut corporation, for the
provision of described administrative services by the Company in connection with
the sale of shares of the CALVERT RESPONSIBLY INVESTED BALANCED PORTFOLIO (the
"Fund") as described in the Fund Participation Agreement dated December 1, 1997
between the Company, the Fund and the Adviser (the "Fund Participation
Agreement").

In consideration of their mutual promises, the Adviser and the Company agree as
follows:

1.   The Company agrees to provide the following services to the Adviser:

     a.   responding to inquiries from owners of the Company variable annuity
          contracts using the Funds as an investment vehicle ("Contractholders")
          regarding the services performed by the Company that relate to the
          Funds;

     b.   providing information to Adviser and Contractholders with respect to
          Fund shares attributable to Contractholder accounts;

     c.   communicating directly with Contractholders concerning the Funds'
          operations;

     d.   providing such other similar services as Adviser may reasonably
          request pursuant to Adviser's agreement with the Funds to the extent
          permitted under applicable federal and state requirements.

2.   (a)  Administrative services to Contractholders, owners and participants
          shall be the responsibility of the Company and shall not be the
          responsibility of the Fund or the Adviser. The Adviser recognizes the
          Company as the sole shareholder of Fund shares issued under the Fund
          Participation Agreement, and that substantial savings will be derived
          in administrative expenses, such as significant reductions in postage
          expense and shareholder communications, by virtue of having a sole
          shareholder for each of the Accounts rather than multiple
          shareholders. In consideration of the savings resulting from such
          arrangement, and to compensate the Company for its costs, the Adviser
          agrees to pay to the Company and the Company agrees to accept as full
          compensation for all services rendered hereunder an amount described
          in Schedule A attached hereto and made a part of this Agreement as may
          be amended from time to time with the mutual consent of the parties
          hereto.

<PAGE>


     (b)  The parties agree that the Adviser's payments to the Company are for
          administrative services only and do not constitute payment in any
          manner for investment advisory services or for costs of distribution.

     (c)  For the purposes of computing the administrative fee reimbursement
          contemplated by this Section 2, the average aggregate amount invested
          by the Company over a one month period shall be computed by totaling
          the Company's aggregate investment (share net asset value multiplied
          by total number of shares held by the Company) on each business day
          during the month and dividing by the total number of business days
          during each month.

     (d)  The Fund will calculate the reimbursement of administrative expenses
          at the end of each month and will make such reimbursement to the
          Company within 30 days thereafter. The reimbursement payment will be
          accompanied by a statement showing the calculation of the monthly
          amounts payable by the Adviser and such other supporting data as may
          be reasonably requested by the Company. Payment will be wired by the
          Adviser to an account designated by the Company.

3.   The Company agrees to indemnify and hold harmless the Adviser and its
     directors, officers, and employees from any and all loss, liability and
     expense resulting from any gross negligence or willful wrongful act of the
     Company under this Agreement or a breach of a material provision of this
     Agreement, except to the extent such loss, liability or expense is the
     result of the Adviser's misfeasance, bad faith or gross negligence in the
     performance of its duties.

4.   The Adviser agrees to indemnify and hold harmless the Company and its
     directors, officers, and employees from any and all loss, liability and
     expense resulting from any gross negligence or willful wrongful act of the
     Adviser under this Agreement or a breach of a material provision under this
     Agreement, except to the extent such loss, liability or expense is the
     result of the Company's own willful misfeasance, bad faith or gross
     negligence in the performance of its duties.

5.   Either party may terminate this Agreement, without penalty, (i) on sixty
     (60) days written notice to the other party, for any cause or without
     cause, or (ii) on reasonable notice to the other party, if it is not
     permissible to continue the arrangement described herein under laws, rules
     or regulations applicable to either party or the Fund, or if the
     Participation Agreement is terminated.

6.   The terms of this arrangement will be held confidential by each party
     except to the extent that either party or its counsel may deem it necessary
     to disclose this arrangement.

7.   This Agreement represents the entire Agreement of the parties on the
     subject matter hereof and it cannot be amended or modified except in
     writing, signed by the parties. This Agreement may be executed in one or
     more separate counterparts, all of which, when taken together, shall
     constitute one and the same Agreement.


                                       2

<PAGE>


8.   All notices and other communications hereunder shall be given or made in
     writing and shall be delivered personally, or sent by telex, telecopier or
     registered or certified mail, postage prepaid, return receipt requested or
     recognized overnight courier service to the party to whom they are directed
     at the following addresses, or at such other addresses as may be designated
     by notice from such party to the other party.

     To Aetna:

         Aetna Insurance Company of America
         151 Farmington Avenue
         Hartford, Connecticut  06156
         Attention:  Julie E. Rockmore, Counsel

     To Calvert Asset Management Company, Inc.

         Calvert Asset Management Company, Inc.
         4550 Montgomery Avenue, Suite 1000N
         Bethesda, Maryland, 2014
         Attention:  Legal Department


Any notice, demand or other communication given in a manner prescribed in this
Section 8 shall be deemed to have been delivered on receipt.

IN WITNESS WHEREOF, the parties to this Agreement have caused this Agreement to
be executed by their authorized officers as of the day and year first above
written.


                            CALVERT ASSET MANAGEMENT COMPANY, INC.


                            By:      /s/  Susan Walker Bender
                                     -----------------------------
                            Name:    Susan Walker Bender
                            Title:   Assistant General Counsel
                            Date:    December 11, 1997


                                       3
<PAGE>


                            AETNA INSURANCE COMPANY OF AMERICA


                            By:      /s/  Shaun P. Mathews
                                     -----------------------------
                            Name:    Shaun P. Mathews
                            Title:   Vice President
                            Date:    December 11, 1997


                                       4



[Aetna letterhead]
[Aetna logo]


                                                151 Farmington Avenue
                                                Hartford, CT  06156-3124



                                                Julie E. Rockmore
                                                Counsel
                                                Law Division, RE4A
     February 13, 1998                          Investments & Financial Services
                                                (860) 273-4686
                                                Fax:  (860) 273-8340

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

Re:    Aetna Insurance Company of America and its Variable Annuity Account I
       Post-Effective Amendment No. 7 to Registration Statement on Form N-4
       Prospectus Title:  Aetna Marathon Plus - Group and Individual Deferred
          Variable Annuity Contracts
       File Nos.  33-59749 and 811-8582

Dear Sir or Madam:

The undersigned has acted as counsel to Aetna Insurance Company of America, a
Connecticut life insurance company (the "Company"). It is my understanding that
the Company, as depositor, has registered an indefinite amount of securities
(the "Securities") under the Securities Act of 1933 (the "Securities Act") as
provided in Rule 24f-2 under the Investment Company Act of 1940 (the "Investment
Company Act").

In connection with this opinion, I have reviewed the N-4 Registration Statement
as amended to the date hereof and this Post-Effective Amendment No. 7. I have
also examined originals or copies, certified or otherwise identified to my
satisfaction, of such documents, trust records and other instruments I have
deemed necessary or appropriate for the purpose of rendering this opinion. For
purposes of such examination, I have assumed the genuineness of all signatures
on original documents and the conformity to the original of all copies.

I am admitted to practice law in Connecticut, and do not purport to be an expert
on the laws of any other state. My opinion herein as to any other law is based
upon a limited inquiry thereof which I have deemed appropriate under the
circumstances.

Based upon the foregoing, and assuming the Securities are sold in accordance
with the provisions of the prospectus, I am of the opinion that the Securities
being registered will be legally issued and will represent binding obligations 
of the Company.

Sincerely,

/s/ Julie E. Rockmore

Julie E. Rockmore
Counsel
Aetna Insurance Company of America


                        Consent of Independent Auditors

The Board of Directors of Aetna Insurance Company of America
and Contractholders of Aetna Annuity Account I:

We consent to the use of our reports dated March 20, 1997 and February 14, 1997
incorporated herein by reference in Registration Statement (No. 33-59749) on
Form N-4 and to the reference to our firm under the heading "Independent
Auditors" in the statement of additional information.

                                                      /s/ KPMG Peat Marwick LLP
Hartford Connecticut
February 13, 1998





                                POWER OF ATTORNEY

I, the undersigned Director and Officer of Aetna Insurance Company of America,
hereby constitute and appoint Julie E. Rockmore, Kirk P. Wickman and Mary
Katherine Johnson and each of them individually, my true and lawful attorneys,
with full power to them and each of them to sign for me, and in my name and in
the capacities indicated below, any and all amendments, to the Registration
Statements listed below filed with the Securities and Exchange Commission under
the Securities Act of 1933 and the Investment Company Act of 1940:

Registration Statements filed under the Securities Act of 1933:

                                    33-59749
                                    33-62481
                                    33-63611
                                    33-63657
                                    33-80750
                                   333-22723


Registration Statements filed under the Investment Company Act of 1940:

                                    811-08582

hereby ratifying and confirming on this 20th day of January, 1998, my signature
as it may be signed by my said attorneys to any such Registration Statements and
any and all amendments thereto.




                   Signature/Title



               /s/ Thomas J. McInerney
- -------------------------------------------------------
                 Thomas J. McInerney
                Director and President
            (Principal Executive Officer)



<PAGE>


                                POWER OF ATTORNEY

I, the undersigned Director of Aetna Insurance Company of America, hereby
constitute and appoint Julie E. Rockmore, Kirk P. Wickman and Mary Katherine
Johnson and each of them individually, my true and lawful attorneys, with full
power to them and each of them to sign for me, and in my name and in the
capacity indicated below, any and all amendments, to the Registration Statements
listed below filed with the Securities and Exchange Commission under the
Securities Act of 1933 and the Investment Company Act of 1940:

Registration Statements filed under the Securities Act of 1933:

                                    33-59749
                                    33-62481
                                    33-63611
                                    33-63657
                                    33-80750
                                   333-22723


Registration Statements filed under the Investment Company Act of 1940:

                                    811-08582

hereby ratifying and confirming on this 20th day of January, 1998, my signature
as it may be signed by my said attorneys to any such Registration Statements and
any and all amendments thereto.



                   Signature/Title



                 /s/ David W. O'Leary
- -------------------------------------------------------
                   David W. O'Leary
                       Director




<PAGE>


                                POWER OF ATTORNEY

I, the undersigned Director and Officer of Aetna Insurance Company of America,
hereby constitute and appoint Julie E. Rockmore, Kirk P. Wickman and Mary
Katherine Johnson and each of them individually, my true and lawful attorneys,
with full power to them and each of them to sign for me, and in my name and in
the capacities indicated below, any and all amendments, to the Registration
Statements listed below filed with the Securities and Exchange Commission under
the Securities Act of 1933 and the Investment Company Act of 1940:

Registration Statements filed under the Securities Act of 1933:

                                    33-59749
                                    33-62481
                                    33-63611
                                    33-63657
                                    33-80750
                                   333-22723


Registration Statements filed under the Investment Company Act of 1940:

                                    811-08582

hereby ratifying and confirming on this 20th day of January, 1998, my signature
as it may be signed by my said attorneys to any such Registration Statements and
any and all amendments thereto.



                   Signature/Title



                 /s/ Deborah Koltenuk
- -------------------------------------------------------
                   Deborah Koltenuk
             Director and Vice President
         and Treasurer, Corporate Controller
              (Chief Financial Officer)




<PAGE>


                                POWER OF ATTORNEY

I, the undersigned Director of Aetna Insurance Company of America, hereby
constitute and appoint Julie E. Rockmore, Kirk P. Wickman and Mary Katherine
Johnson and each of them individually, my true and lawful attorneys, with full
power to them and each of them to sign for me, and in my name and in the
capacity indicated below, any and all amendments, to the Registration Statements
listed below filed with the Securities and Exchange Commission under the
Securities Act of 1933 and the Investment Company Act of 1940:

Registration Statements filed under the Securities Act of 1933:

                                    33-59749
                                    33-62481
                                    33-63611
                                    33-63657
                                    33-80750
                                   333-22723


Registration Statements filed under the Investment Company Act of 1940:

                                    811-08582

hereby ratifying and confirming on this 20th day of January, 1998, my signature
as it may be signed by my said attorneys to any such Registration Statements and
any and all amendments thereto.



                         Signature/Title



                      /s/ Shaun P. Mathews
      ------------------------------------------------------
                        Shaun P. Mathews
                            Director







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